<PAGE>

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

                                  $900,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                        INTERSTATE BAKERIES CORPORATION,

                                 as a Guarantor,

                          INTERSTATE BRANDS CORPORATION

                                       and

                       INTERSTATE BRANDS WEST CORPORATION,

                               each as a Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                            THE BANK OF NOVA SCOTIA,
                                  BNP PARIBAS,
              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
                 "RABOBANK INTERNATIONAL", NEW YORK BRANCH, and
                                 SUNTRUST BANK,

                        each as a Co-Documentation Agent,

                             BANK OF AMERICA, N.A.,

                              as Syndication Agent,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent


                           Dated as of April 25, 2002


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

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner



<PAGE>

                                TABLE OF CONTENTS

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SECTION 1.     DEFINITIONS.....................................................................................1
      1.1      Defined Terms...................................................................................1
      1.2      Other Definitional Provisions..................................................................23

SECTION 2.     AMOUNT AND TERMS OF COMMITMENTS................................................................24
      2.1      Term Commitments...............................................................................24
      2.2      Procedure for Term Loan Borrowing..............................................................24
      2.3      Repayment of Term Loans........................................................................24
      2.4      Revolving Commitments..........................................................................27
      2.5      Procedure for Revolving Loan Borrowing.........................................................27
      2.6      Swingline Commitment...........................................................................28
      2.7      Procedure for Swingline Borrowing; Refunding of Swingline Loans................................28
      2.8      Competitive Bid Procedures.....................................................................30
      2.9      Facility Fees, etc.............................................................................32
      2.10     Termination or Reduction of Revolving Commitments..............................................33
      2.11     Optional Prepayments...........................................................................33
      2.12     Mandatory Prepayments and Commitment Reductions................................................34
      2.13     Conversion and Continuation Options............................................................35
      2.14     Limitations on Eurodollar Tranches.............................................................36
      2.15     Interest Rates and Payment Dates...............................................................36
      2.16     Computation of Interest and Fees...............................................................37
      2.17     Inability to Determine Interest Rate...........................................................37
      2.18     Pro Rata Treatment and Payments................................................................38
      2.19     Requirements of Law............................................................................39
      2.20     Taxes..........................................................................................41
      2.21     Indemnity......................................................................................42
      2.22     Change of Lending Office.......................................................................43
      2.23     Replacement of Lenders.........................................................................43

SECTION 3.     LETTERS OF CREDIT..............................................................................43
      3.1      L/C Commitment.................................................................................43
      3.2      Procedure for Issuance of Letter of Credit.....................................................44
      3.3      Fees and Other Charges.........................................................................44
      3.4      L/C Participations.............................................................................44
      3.5      Reimbursement Obligation of the Borrowers......................................................45
      3.6      Obligations Absolute...........................................................................46
      3.7      Letter of Credit Payments......................................................................46
      3.8      Applications...................................................................................46
      3.9      Transitional Provisions........................................................................46
      3.10     Certain Reporting Requirements.................................................................46
</Table>


                                       i
<PAGE>

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SECTION 4.     REPRESENTATIONS AND WARRANTIES.................................................................47
      4.1      Financial Condition............................................................................47
      4.2      No Change......................................................................................47
      4.3      Existence; Compliance with Law.................................................................47
      4.4      Power; Authorization; Enforceable Obligations..................................................48
      4.5      No Legal Bar...................................................................................48
      4.6      Litigation.....................................................................................48
      4.7      No Default.....................................................................................48
      4.8      Ownership of Property; Liens...................................................................48
      4.9      Intellectual Property..........................................................................49
      4.10     Taxes..........................................................................................49
      4.11     Federal Regulations............................................................................49
      4.12     ERISA..........................................................................................49
      4.13     Investment Company Act; Other Regulations......................................................50
      4.14     Subsidiaries...................................................................................50
      4.15     Environmental Matters..........................................................................50
      4.16     Accuracy of Information, etc...................................................................51
      4.17     Security Documents.............................................................................51

SECTION 5.     CONDITIONS PRECEDENT...........................................................................52
      5.1      Conditions to Restatement Effective Date.......................................................52
      5.2      Conditions to Each Extension of Credit.........................................................53

SECTION 6.     AFFIRMATIVE COVENANTS..........................................................................54
      6.1      Financial Statements...........................................................................54
      6.2      Certificates; Other Information................................................................54
      6.3      Payment of Obligations.........................................................................55
      6.4      Maintenance of Existence; Compliance...........................................................55
      6.5      Maintenance of Property; Insurance.............................................................55
      6.6      Inspection of Property; Books and Records; Discussions.........................................56
      6.7      Notices........................................................................................56
      6.8      ERISA..........................................................................................57
      6.9      Use of Proceeds................................................................................57
      6.10     Mortgage Amendments............................................................................57
      6.11     Additional Collateral, etc.....................................................................57
      6.12     Title Insurance Policies.......................................................................59

SECTION 7.     NEGATIVE COVENANTS.............................................................................60
      7.1      Financial Condition Covenants..................................................................60
      7.2      Indebtedness...................................................................................60
      7.3      Liens..........................................................................................62
      7.4      Fundamental Changes............................................................................63
      7.5      Disposition of Property........................................................................64
      7.6      Restricted Payments............................................................................65
      7.7      Investments....................................................................................65
      7.8      Transactions with Affiliates...................................................................66
      7.9      Sales and Leasebacks...........................................................................66
      7.10     Changes in Fiscal Periods......................................................................67
</Table>


                                       ii
<PAGE>

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      7.11     Contractual Restrictions.......................................................................67
      7.12     Lines of Business..............................................................................67
      7.13     Disposition of Subsidiary Stock................................................................67

SECTION 8.     EVENTS OF DEFAULT..............................................................................67

SECTION 9.     THE AGENTS.....................................................................................70
      9.1      Appointment....................................................................................70
      9.2      Delegation of Duties...........................................................................71
      9.3      Exculpatory Provisions.........................................................................71
      9.4      Reliance by Administrative Agent...............................................................71
      9.5      Notice of Default..............................................................................72
      9.6      Non-Reliance on Agents and Other Lenders.......................................................72
      9.7      Indemnification................................................................................72
      9.8      Agent in Its Individual Capacity...............................................................73
      9.9      Successor Administrative Agent.................................................................73
      9.10     Co-Documentation Agents and Syndication Agent..................................................73

SECTION 10.    MISCELLANEOUS..................................................................................73
      10.1     Amendments and Waivers.........................................................................73
      10.2     Notices........................................................................................75
      10.3     No Waiver; Cumulative Remedies.................................................................76
      10.4     Survival of Representations and Warranties.....................................................76
      10.5     Payment of Expenses and Taxes..................................................................76
      10.6     Successors and Assigns; Participations and Assignments.........................................77
      10.7     Adjustments; Set-off...........................................................................80
      10.8     Counterparts...................................................................................81
      10.9     Severability...................................................................................81
      10.10    Integration....................................................................................81
      10.11    GOVERNING LAW..................................................................................82
      10.12    Submission To Jurisdiction; Waivers............................................................82
      10.13    Acknowledgements...............................................................................82
      10.14    Releases of Guarantees and Liens...............................................................83
      10.15    Confidentiality................................................................................83
      10.16    WAIVERS OF JURY TRIAL..........................................................................84
      10.17    Joint and Several Liability....................................................................84
</Table>


                                       iii
<PAGE>

SCHEDULES:

1.1A     Commitments
1.1B     Mortgaged Property
1.1C     Existing Mortgages
4.4      Consents, Authorizations, Filings and Notices
4.14(a)  Subsidiaries
4.14(b)  Agreements Relating to Capital Stock
4.17(a)  UCC Filing Jurisdictions and Intellectual Property Filings
4.17(b)  Mortgage Filing Jurisdictions
7.2(d)   Existing Indebtedness
7.3(f)   Existing Liens
7.7      Existing Investments

EXHIBITS:

A        Form of Guarantee and Collateral Agreement
B        Form of Compliance Certificate
C        Form of Closing Certificate
D        Form of Mortgage
E        Form of Assignment and Acceptance
F-1      Form of Legal Opinion of Davis, Graham & Stubbs LLP
F-2      Form of Legal Opinion of Inhouse Counsel to Holdings and the Borrower
F-3      Form of Legal Opinion of Simpson Thacher & Bartlett
G        Form of Exemption Certificate
H        Form of Issuing Lender Agreement
I        Form of Competitive Bid Accept/Reject Letter
J        Form of Notice of Competitive Bid Borrowing
K        Form of Notice of Competitive Bid Request
L        Form of Competitive Bid
M        Prepayment Option Notice
N        Reaffirmation Agreement
O        Mortgage Amendment


<PAGE>

                  AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"),
dated as of April 25, 2002, among INTERSTATE BAKERIES CORPORATION, a Delaware
corporation ("Holdings"), INTERSTATE BRANDS CORPORATION, a Delaware corporation
("Brands"), INTERSTATE BRANDS WEST CORPORATION, a Delaware corporation ("Brands
West"; each of Brands and Brands West, a "Borrower" and, together, the
"Borrowers"), the several banks and other financial institutions or entities
from time to time parties to this Agreement (the "Lenders"), THE BANK OF NOVA
SCOTIA, BNP PARIBAS, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, each as a
co-documentation agent (in such capacity, each, a "Co-Documentation Agent"),
BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication
Agent"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as
administrative agent.

                  Holdings, Brands, Brands West, the Lenders parties hereto and
the Administrative Agent are parties to a Credit Agreement dated as of July 19,
2001 (as heretofore modified and supplemented and in effect immediately before
giving effect to the amendment and restatement contemplated hereby, the
"Existing Credit Agreement"), providing for "Revolving Loans," "Tranche A Term
Loans" and "Tranche B Term Loans" in an aggregate principal amount of
$800,000,000.

                  The Borrowers have now requested that the Existing Credit
Agreement be amended, among other things, (i) to provide for the establishment
of an additional tranche of term loans in an aggregate principal amount of
$100,000,000 and in connection therewith to add certain additional banks and
financial institutions as "Lenders" parties hereto, (ii) to provide for the
consummation of the Stock Repurchase (as defined herein) and (iii) to effect
certain other related amendments to the Existing Credit Agreement. The Borrowers
have also requested that the Existing Credit Agreement, as so amended, be
restated in its entirety to read as provided herein. Accordingly, effective on
the Restatement Effective Date (as defined herein), the Existing Credit
Agreement shall be amended and restated to read in its entirety as follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the terms listed
in this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

                  "ABR": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For
purposes hereof: "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City (the Prime Rate not being intended to
be the lowest rate of interest charged by JPMorgan Chase Bank in connection with
extensions of credit to debtors); "Base CD Rate" shall mean the sum of (a) the
product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the
numerator of which is one and the denominator of which is one minus the CD
Reserve Percentage and (b) the CD Assessment Rate; and "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such day
shall not be a


<PAGE>

Business Day, the next preceding Business Day) by the Board through the public
information telephone line of the Federal Reserve Bank of New York (which rate
will, under the current practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such day), or, if such
rate shall not be so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at approximately
10:00 A.M., New York City time, on such day (or, if such day shall not be a
Business Day, on the next preceding Business Day) by JPMorgan Chase Bank from
three New York City negotiable certificate of deposit dealers of recognized
standing selected by it. Any change in the ABR due to a change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate
shall be effective as of the opening of business on the effective day of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
based upon the ABR.

                  "Additional Restricted Payment": as defined in Section 7.6.

                  "Administrative Agent": JPMorgan Chase Bank, together with its
affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.

                  "Affiliate": when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

                  "Agents": the collective reference to the Syndication Agent,
the Co-Documentation Agents and the Administrative Agent.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding and such Lender's Competitive Bid Loans
then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

                  "Agreement": as defined in the preamble hereto.

                  "Applicable Margin": for each Type of Loan for any day, the
rate per annum set forth under the relevant column heading in the Pricing Grid.



                                       2
<PAGE>

                  "Application": an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.

                  "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b) or (c) of Section 7.5) to a Person other than another Group Member that
yields gross proceeds to any Group Member (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $2,000,000.

                  "Assignee": as defined in Section 10.6(c).

                  "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit E.

                  "Assignor": as defined in Section 10.6(c).

                  "Attributable Debt": in connection with a sale and lease-back
transaction permitted pursuant to Section 7.9, the present value (discounted in
accordance with GAAP at the debt rate implied in the lease) of the obligations
of the lessee for rental payments during the term of the lease.

                  "Available Revolving Commitment": as to any Revolving Lender
at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment then in effect over (b) such Lender's Revolving Extensions
of Credit then outstanding.

                  "Benefitted Lender": as defined in Section 10.7(a).

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Borrower": as defined in the preamble hereto.

                  "Borrowing Date": any Business Day specified by the relevant
Borrower as a date on which such Borrower requests the relevant Lenders to make
Loans hereunder.

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close, provided, that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.

                  "Capital Lease Obligations": as to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.



                                       3
<PAGE>

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

                  "Cash Equivalents": (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by Moody's
Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

                  "CD Assessment Rate": for any day as applied to any ABR Loan,
the annual assessment rate in effect on such day that is payable by a member of
the Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation
(the "FDIC") classified as well-capitalized and within supervisory subgroup "B"
(or a comparable successor assessment risk classification) within the meaning of
12 C.F.R. Section 327.4 (or any successor provision) to the FDIC (or any
successor) for the FDIC's (or such successor's) insuring time deposits at
offices of such institution in the United States.

                  "CD Reserve Percentage": for any day as applied to any ABR
Loan, that percentage (expressed as a decimal) which is in effect on such day,
as prescribed by the Board, for determining the maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board as in effect
from time to time) in respect of new non-personal time deposits in Dollars
having a maturity of 30 days or more.

                  "Closing Date": shall mean July 19, 2001.

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



                                       4
<PAGE>

                  "Co-Documentation Agent": as defined in the preamble hereto.

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

                  "Commitment": as to any Lender, the sum of the Tranche A Term
Commitment, the Tranche B Term Commitment, the Tranche C Term Loan Commitment
and the Revolving Commitment of such Lender.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with Holdings within the meaning of
Section 4001 of ERISA or is part of a group that includes Holdings and that is
treated as a single employer under Section 414 of the Code.

                  "Competitive Bid": an offer by a Revolving Lender to make a
Competitive Bid Loan pursuant to Section 2.8.

                  "Competitive Bid Accept/Reject Letter": a notification made by
the relevant Borrower pursuant to Section 2.8 in the form of Exhibit I.

                  "Competitive Bid Borrowing": a borrowing consisting of a
Competitive Bid Loan or concurrent Competitive Bid Loans from the Revolving
Lender or Revolving Lenders whose Competitive Bids for such Competitive Bid
Borrowing have been accepted by the relevant Borrower under the bidding
procedure described in Section 2.8.

                  "Competitive Bid Loan": a Loan from a Revolving Lender to the
relevant Borrower made pursuant to the bidding procedures set forth in Section
2.8. Each Competitive Bid Loan shall be a Eurodollar Loan bearing interest at
the Eurodollar Rate plus the Spread applicable thereto or a Fixed Rate Loan.

                  "Competitive Bid Rate": as to any Competitive Bid made by a
Revolving Lender pursuant to Section 2.8 (i) in the case of a Eurodollar Loan,
the Eurodollar Rate plus the Spread, and (ii) in the case of a Fixed Rate Loan,
the fixed rate of interest offered by the Revolving Lender making such
Competitive Bid.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

                  "Conduit Lender": any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 2.19, 2.20, 2.21 or 10.5 than the



                                       5
<PAGE>

designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated April 2002 and furnished to certain Lenders.

                  "Consolidated EBITDA": shall mean, for any period,
Consolidated Net Income for such period (a) plus the aggregate amount deducted
in determining such Consolidated Net Income in respect of the following, each
determined in accordance with GAAP: (i) Consolidated Interest Expense, (ii)
income taxes, (iii) depreciation, depletion and amortization, (iv) other
non-cash charges (excluding any non-cash charges representing an accrual of or
reserve for cash charges to be paid in the future), (v) charges for
extraordinary items, and (vi) charges for non-recurring items; provided, that
the amount of such charges for non-recurring items so added to Consolidated Net
Income shall not exceed a cumulative amount of $25,000,000 from and after June
2, 2001, and (b) minus gains for extraordinary items. For the purposes of
calculating EBITDA for any period of four consecutive fiscal quarters (each, a
"Reference Period") pursuant to any determination of the ratio in Section
7.1(a), (i) if, at any time during such Reference Period, Holdings or any
Subsidiary shall have made any Material Disposition, EBITDA for such Reference
Period shall be reduced by an amount equal to EBITDA (if positive) attributable
to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference
Period Holdings or any Subsidiary shall have made a Material Acquisition, EBITDA
for such Reference Period shall be calculated after giving pro forma effect to
actual results of such Material Acquisition as if such Material Acquisition
occurred on the first day of such Reference Period. As used in this definition,
"Material Acquisition" means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the payment
of consideration by Holdings and its Subsidiaries in excess of $100,000,000; and
"Material Disposition" means any Disposition of property or series of related
Dispositions of property that yields gross proceeds to Holdings or any of its
Subsidiaries in excess of $100,000,000.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

                  "Consolidated Interest Expense": shall mean for any period,
the gross interest expense of Holdings and its Subsidiaries computed on a
consolidated basis in accordance with GAAP, including, without limitation,
amortization of debt discounts and the portion of any Capital Lease Obligation
allocable to interest expense.

                  "Consolidated Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of Holdings and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary or is merged into or consolidated with Holdings or any of
its



                                       6
<PAGE>

Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary) in which Holdings or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by
Holdings or such Subsidiary in the form of dividends or similar distributions
and (c) the undistributed earnings of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.

                  "Consolidated Net Worth": at any date, all amounts that would,
in conformity with GAAP, be included on a consolidated balance sheet of Holdings
and its Subsidiaries under stockholders' equity at such date; provided that all
amounts deducted from stockholders' equity as a result of the Stock Repurchase
shall be added back to such stockholders' equity in making any calculation of
"Consolidated Net Worth".

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all (a) Indebtedness of Holdings and its Subsidiaries shown
on a balance sheet at such date, determined on a consolidated basis in
accordance with GAAP and (b) appeal bonds (including in connection with any
judgment, order or decree) of Holdings and its Subsidiaries at such date;
provided, that clause (b) shall not include (i) pledges and deposits listed in
Sections 7.3(c) and (d), (ii) any appeal bonds existing on the date hereof up to
an aggregate amount of $45,000,000, and any renewals, replacements or extensions
of such appeal bonds so long as the principal amount of such appeal bond is not
increased, and (iii) appeal bonds obtained in the ordinary course of business in
amounts, individually, of less than $1,000,000.

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

                  "Control": the direct or indirect possession of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, and
"Controlling" and "Controlled" shall have meanings correlative thereto.

                  "Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer, pledge or other
disposition thereof. The terms "Dispose" and "Disposed of" shall have
correlative meanings.

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

                  "Domestic Subsidiary": any Subsidiary of Holdings organized
under the laws of any jurisdiction within the United States.

                  "Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating,



                                       7
<PAGE>

relating to or imposing liability or standards of conduct concerning protection
of human health or the environment, as now or may at any time hereafter be in
effect.

                  "Environmental Permits": any and all permits, licenses,
approvals, registrations, notifications, exemptions and any other authorization
required under any Environmental Law.

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

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Administrative Agent or, in the absence of such
availability, by reference to the rate at which the Administrative Agent is
offered Dollar deposits at or about 11:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar
market where its eurodollar and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein.

                  "Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

                  "Eurodollar Tranche": the collective reference to Eurodollar
Loans under a particular Facility the then current Interest Periods with respect
to all of which begin on the same date and end on the same later date (whether
or not such Loans shall originally have been made on the same day).



                                       8
<PAGE>

                  "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excluded Foreign Subsidiary": any Foreign Subsidiary in
respect of which either (a) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of Holdings, result in material
adverse tax consequences to Holdings or either Borrower.

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

                  "Existing Credit Facilities": (a) the Credit Agreement, dated
as of August 31, 2000, entered into among Brands and Brands West, as the
borrowers; Holdings, as the guarantor; the lenders from time to time party
thereto; Bank of America, N.A., as syndication agent; The Bank of Nova Scotia,
as documentation agent, and JPMorgan Chase Bank, as the administrative agent,
together with the Loan Documents (as defined therein), and (b) the Amended and
Restated Credit Agreement, dated as of May 31, 1995, as amended and restated as
of August 31, 2000, entered into among Brands, as the borrower, Brands West and
Holdings, each as a guarantor; the "Lenders" and "Issuing Lenders" (each as
defined therein); and JPMorgan Chase Bank, as administrative agent, together
with the Loan Documents (as defined therein).

                  "Existing Facility Letters of Credit": as defined in Section
3.9.

                  "Existing Mortgagee Title Insurance Policies": the collective
reference to each of those certain existing policies of title insurance issued
to the Administrative Agent pursuant to the Existing Credit Agreement in respect
of each of the Mortgaged Properties.

                  "Existing Mortgages": the collective reference to each
existing deed of trust and mortgage, in each case, as amended from time to time,
delivered pursuant to the Existing Credit Agreement in respect of each of the
Mortgaged Properties, listed on Schedule 1.1C.

                  "Facility": each of (a) the Tranche A Term Commitments and the
Tranche A Term Loans made thereunder (the "Tranche A Term Facility"), (b) the
Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the
"Tranche B Term Facility"), (c) the Tranche C Term Commitments and the Tranche C
Term Loans made thereunder (the "Tranche C Term Facility"), and (c) the
Revolving Commitments and the extensions of credit made thereunder (the
"Revolving Facility").

                  "Facility Fee Rate": for any day, the rate per annum set forth
under the relevant column heading in the Pricing Grid.

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day of such transactions received by JPMorgan Chase Bank
from three federal funds brokers of recognized standing selected by it.



                                       9
<PAGE>

                  "Fixed Rate Loan": any Competitive Bid Loan bearing interest
at a fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Revolving Lender making such
Loan in its Competitive Bid.

                  "Foreign Subsidiary": any Subsidiary of Holdings that is not a
Domestic Subsidiary.

                  "Funding Office": the office of the Administrative Agent
specified in Section 10.2 or such other office as may be specified from time to
time by the Administrative Agent as its funding office by written notice to the
Borrowers and the Lenders.

                  "GAAP": generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section 7.1,
GAAP shall be determined on the basis of such principles in effect on the date
hereof and consistent with those used in the preparation of the most recent
audited financial statements referred to in Section 4.1. In the event that any
"Accounting Change" (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms
in this Agreement, then the Borrowers and the Administrative Agent agree to
enter into negotiations in order to amend such provisions of this Agreement so
as to equitably reflect such Accounting Changes with the desired result that the
criteria for evaluating Holding's financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made. Until
such time as such an amendment shall have been executed and delivered by
Holdings, the Borrowers, the Administrative Agent and the Required Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.
"Accounting Changes" refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the SEC.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

                  "Group Members": the collective reference to Holdings, each
Borrower and their respective Subsidiaries.

                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement dated as of July 19, 2001, among Holdings, each Borrower,
each Subsidiary Guarantor and the Administrative Agent, a copy of which is
attached hereto as Exhibit A.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")



                                       10
<PAGE>

of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrowers in good faith.

                  "Guarantors": the collective reference to Holdings and the
Subsidiary Guarantors.

                  "Hedge Agreements": all swaps, caps, collar agreements,
forward purchasing or other similar hedging arrangements dealing with interest
rates, currency exchange rates, the exchange of nominal interest obligations, or
fuel, grain and other commodities and raw materials, either generally or under
specific contingencies.

                  "Holdings": as defined in the preamble hereto.

                  "Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or
services (other than trade payables and other accrued expenses incurred in the
ordinary course of such Person's business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds, or similar
arrangements, (g) the liquidation value of all mandatorily redeemable preferred
Capital Stock of such Person, (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract rights) owned by such Person, whether or not such Person
has assumed or become liable for the payment of such obligation, and (j) for the
purposes of Sections 7.2 and



                                       11
<PAGE>

8(e) only, all net payment obligations of such Person in respect of Hedge
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

                  "Information": as defined in Section 10.15(a).

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, trademark applications, service marks, service mark
licenses, service mark applications, domain names, technology, know-how and
processes, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.

                  "Interest Payment Date": (a) as to any ABR Loan, the last day
of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurodollar
Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such Interest
Period, (d) as to any Fixed Rate Loan, the last day of the Interest Period
applicable to such Loan and, in the case of a Fixed Rate Loan with an Interest
Period of more than 90 days' duration (unless otherwise specified in the
applicable Notice of Competitive Bid Request), each day prior to the last day of
such Interest Period that occurs at intervals of 90 days' duration after the
first day of such Interest Period, and any other dates that are specified in the
applicable Notice of Competitive Bid Request as Interest Payment Dates with
respect to such Fixed Rate Loan, (e) as to any Money Market Rate Loan, the last
day of the Interest Period applicable to such Loan, (f) as to any Loan (other
than any Revolving Loan that is an ABR Loan and any Swingline Loan that is an
ABR Loan), the date of any repayment or prepayment made in respect thereof and
(g) as to any Loan, the Revolving Termination Date or such earlier date on which
the Loans become due and payable and the Commitments are terminated.

                  "Interest Period": (a) as to any Eurodollar Loan, (i)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan and ending one, two, three or
six months thereafter, as selected by the relevant Borrower in its notice of
borrowing or notice of conversion, as the case may be, given with respect
thereto; and (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three or six months thereafter, as selected by the relevant Borrower by
irrevocable notice to the Administrative



                                       12
<PAGE>

Agent not less than three Business Days prior to the last day of the then
current Interest Period with respect thereto, (b) as to any Money Market Rate
Loan, the period commencing on the date of any such Money Market Rate Loan, and
ending on a date agreed upon by the relevant Borrower and the Swingline Lender
which is at least one and not more than 14 days after the making of such Money
Market Rate Loan, and (c) in the case of a Fixed Rate Loan, a period commencing
on the date of borrowing of such Fixed Rate Loan and ending on the date
specified in the Competitive Bid in which the offer to make such Fixed Rate Loan
was extended and accepted pursuant to Section 2.8, which shall not be earlier
than 7 days after the date, or later than 180 days after the date, that such
Fixed Rate Loan was made; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

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

                  (ii) no Borrower may select an Interest Period under a
         particular Facility that would extend beyond the Revolving Termination
         Date or beyond the date final payment is due on the Tranche A Term
         Loans, the Tranche B Term Loans or the Tranche C Term Loans, as the
         case may be;

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

                  (iv) the relevant Borrower shall select Interest Periods so as
         not to require a payment or prepayment of any Eurodollar Loan during an
         Interest Period for such Loan.

                  "Investments": as defined in Section 7.7.

                  "Issuing Lender": any Lender designated as an Issuing Lender
in an Issuing Lender Agreement executed by such Lender, the Borrowers and the
Administrative Agent, in its capacity as issuer of any Letter of Credit.

                  "Issuing Lender Agreement": an agreement, substantially in the
form of Exhibit H, executed by a Lender, the Borrowers, and the Administrative
Agent pursuant to which such Lender agrees to become an Issuing Lender
hereunder.

                  "L/C Commitment": $150,000,000.

                  "L/C Fee Payment Date": the last day of each March, June,
September and December and the last day of the Revolving Commitment Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the



                                       13
<PAGE>

aggregate amount of drawings under Letters of Credit that have not then been
reimbursed pursuant to Section 3.5.

                  "L/C Participants": the collective reference to all the
Revolving Lenders other than the relevant Issuing Lender.

                  "Lender Affiliate": (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender and that is engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and (c) with
respect to any Lender which is a fund that invests in commercial loans and
similar extensions of credit, any other fund that invests in commercial loans
and similar extensions of credit and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such Lender or
investment advisor.

                  "Lenders": as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

                  "Letters of Credit": as defined in Section 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, the Security Documents and
the Notes.

                  "Loan Parties": each Group Member that is a party to a Loan
Document.

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Tranche
A Term Loans, Tranche B Term Loans, Tranche C Term Loans or the Total Revolving
Extensions of Credit, as the case may be, outstanding under such Facility (or,
in the case of the Revolving Facility, prior to any termination of the Revolving
Commitments, the holders of more than 50% of the Total Revolving Commitments).

                  "Material Adverse Effect": a material adverse effect on (a)
the business, property, operations or condition (financial or otherwise) of
Holdings and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products,
polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants or
contaminants (as defined under applicable



                                       14
<PAGE>

Environmental Laws), radioactivity, and any other substances of any kind
regulated pursuant to or that would reasonably be expected to give rise to
liability under any Environmental Law.

                  "Money Market Rate": at any time, an interest rate agreed upon
by the relevant Borrower and the Swingline Lender.

                  "Money Market Rate Loan": any Swingline Loan the interest rate
of which is based upon the Money Market Rate.

                  "Moody's": Moody's Investors Service, Inc., and its
successors.

                  "Mortgage Amendments": each of the amendments to mortgage or
deed of trust executed and delivered by any Loan Party, substantially in the
form of Exhibit O (with such changes thereto as shall be advisable under the law
of the jurisdiction in which such amendment to mortgage or deed of trust is to
be recorded).

                  "Mortgaged Properties": the real properties listed on Schedule
1.1B, as to which the Administrative Agent for the benefit of the Lenders shall
be granted a Lien pursuant to the Mortgages.

                  "Mortgages": each Existing Mortgage and each of the mortgages
and deeds of trust, if any, made by any Loan Party in favor of, or for the
benefit of, the Administrative Agent for the benefit of the Lenders pursuant to
Section 6.11, substantially in the form of Exhibit D (with such changes thereto
as shall be advisable under the law of the jurisdiction in which such mortgage
or deed of trust is to be recorded).

                  "Mrs. Cubbison's": Mrs. Cubbison's Foods, Inc., a California
corporation.

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

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment
banking fees, amounts required to be applied to the repayment of Indebtedness
secured by a Lien expressly permitted hereunder on any asset that is the subject
of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security
Document) and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Capital Stock to a Person other than another Group Member or
any incurrence of Indebtedness from a Person other than another Group Member,
the cash proceeds received from such issuance or incurrence, net of attorneys'
fees, investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.



                                       15
<PAGE>

                  "Non-Excluded Taxes": as defined in Section 2.20(a).

                  "Non-U.S. Lender": as defined in Section 2.20(d).

                  "Notes": the collective reference to any promissory note
evidencing Loans.

                  "Notice of Competitive Bid Borrowing" shall have the meaning
given to such term in Section 2.8(a).

                  "Notice of Competitive Bid Request" shall have the meaning
given to such term in Section 2.8(a).

                  "Obligations": the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to either Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) the Loans and all other
obligations and liabilities of the Borrowers to the Administrative Agent or to
any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document, the Letters of Credit,
any Specified Hedge Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by the Borrowers pursuant hereto) or
otherwise.

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

                  "Participant": as defined in Section 10.6(b).

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

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

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which either Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                  "Prepayment Date": as defined in Section 2.11(b).



                                       16
<PAGE>

                  "Prepayment Option Notice": as defined in Section 2.11(b).

                  "Pricing Grid": the table set forth below.

<Table>
<Caption>
     Level                                                                                                   Applicable
 (based on the                 Applicable   Applicable   Applicable   Applicable   Applicable   Applicable     Margin     Applicable
 senior secured                Margin for   Margin for   Margin for    Margin      Margin for     Margin        for         Margin
 debt rating of    Facility    Eurodollar      ABR       Eurodollar    for ABR     Eurodollar    for ABR     Eurodollar    for ABR
Holdings and the      Fee      Revolving    Revolving    Tranche A    Tranche A    Tranche B    Tranche B    Tranche C    Tranche C
   Borrowers)        Rate        Loans        Loans      Term Loans   Term Loans   Term Loans   Term Loans   Term Loans   Term Loans
----------------   ---------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                <C>         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>

     Level I           .375%       0.875%       0.000%       1.250%       0.250%       2.250%       1.250%       2.000%       1.000%

   Equal to or
 greater than BBB
 and Baa2 by S&P
   and Moody's

     Level II          .375%       1.125%       0.125%       1.500%       0.500%       2.250%       1.250%       2.000%       1.000%

 BBB- and Baa3 by
 S&P and Moody's

    Level III          .375%       1.375%       0.375%       1.750%       0.750%       2.250%       1.250%       2.000%       1.000%

  BB+ and Ba1 by
 S&P and Moody's

     Level IV          .500%       1.750%       0.750%       2.250%       1.250%       2.500%       1.500%       2.250%       1.250%

BB and Ba2 by S&P
   and Moody's

     Level V           .500%       2.000%       1.000%       2.500%       1.500%       2.750%       1.750%       2.500%       1.500%

   Less than or
 equal to BB- and
  Ba3 by S&P and
     Moody's
</Table>

For purposes of the foregoing, (i) if either S&P or Moody's shall cease to have
in effect a rating (other than by reason of the circumstances referred to in the
last sentence below), then Level V shall apply, (ii) if the ratings established
or deemed to have been established by S&P and Moody's shall fall within
different Levels, the applicable rate shall be based on the lower of the two
ratings unless one of the two ratings is two or more Levels lower than the
other, in which case the Applicable Margin or Facility Fee Rate, as applicable,
shall be determined by reference to the Level next above that of the lower of
the two ratings; and (iii) if the ratings established or deemed to have been
established by S&P and Moody's shall be changed (other than as a result of a
change in the rating system of S&P or Moody's), such change shall be effective
as of the date on which it is first announced by the applicable rating agency.
Each change in the applicable rate shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody's or
S&P shall change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Borrowers and the Lenders
shall negotiate in good faith to amend the Loan Documents to reflect such
changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the applicable rate shall
be determined by reference to the rating most recently in effect prior to such
change or cessation.



                                       17
<PAGE>

                  "Reaffirmation Agreement": the Reaffirmation Agreement to be
executed and delivered by Holdings, each Borrower and each other Loan Party,
substantially in the form of Exhibit N.

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of any Group Member that yields gross proceeds to any Group Member
in excess of $2,000,000.

                  "Refunded Swingline Loans": as defined in Section 2.7(b).

                  "Refunding Date": as defined in Section 2.7(c).

                  "Register": as defined in Section 10.6(d).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrowers to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member
in connection therewith that are not applied to prepay the Term Loans or reduce
the Revolving Commitments pursuant to Section 2.12(c) as a result of the
delivery of a Reinvestment Notice to the Administrative Agent.

                  "Reinvestment Event": any Asset Sale or Recovery Event in
respect of which Holdings or either Borrower has delivered a Reinvestment Notice
to the Administrative Agent.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that Holdings or the relevant Borrower (directly or indirectly
through a Subsidiary) intends and expects to use all or a specified portion of
the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair
assets useful in its business.

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire or
repair assets useful in the business of Holdings or any Subsidiary of Holdings.

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring six months after the
date of such Reinvestment Event and (b) the date on which Holdings and its
Subsidiaries shall have determined not to acquire or repair assets useful in
their business with all or any portion of the relevant Reinvestment Deferred
Amount.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.



                                       18
<PAGE>

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. Section 4043.

                  "Required Lenders": at any time, the holders of more than 50%
of (a) until the Closing Date, the Commitments then in effect and (b)
thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the Total Revolving Commitments then in effect
or, if the Revolving Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding.

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

                  "Responsible Officer": the chief executive officer, president,
chief financial officer, treasurer, vice president and corporate secretary, or
corporate comptroller of Holdings or the relevant Borrower, as the case may be,
but in any event, with respect to financial matters, the chief financial officer
or treasurer of Holdings or the relevant Borrower, as the case may be.

                  "Restatement Effective Date": the date on which the conditions
precedent set forth in Sections 5.1 shall have been satisfied, which date is
April 25, 2002.

                  "Restricted Payments": as defined in Section 7.6.

                  "Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in Swingline Loans
and Letters of Credit in an aggregate principal and/or face amount not to exceed
the amount set forth under the heading "Revolving Commitment" opposite such
Lender's name on Schedule 1.1A or in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The original amount of the Total Revolving
Commitments is $300,000,000.

                  "Revolving Commitment Period": the period from and including
the Closing Date to the Revolving Termination Date.

                  "Revolving Extensions of Credit": as to any Revolving Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding, and (c) such
Lender's Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

                  "Revolving Lender": each Lender that has a Revolving
Commitment or that holds Revolving Loans.

                  "Revolving Loans": as defined in Section 2.4(a).



                                       19
<PAGE>

                  "Revolving Percentage": as to any Revolving Lender at any
time, the percentage which such Lender's Revolving Commitment then constitutes
of the Total Revolving Commitments or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Revolving Loans then outstanding constitutes
of the aggregate principal amount of the Revolving Loans then outstanding,
provided, that, in the event that the Revolving Loans are paid in full prior to
the reduction to zero of the Total Revolving Extensions of Credit, the Revolving
Percentages shall be determined in a manner designed to ensure that the other
outstanding Revolving Extensions of Credit shall be held by the Revolving
Lenders on a comparable basis.

                  "Revolving Termination Date": July 19, 2006.

                  "S&P": Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "Specified Hedge Agreement": any Hedge Agreement (a) entered
into by either Borrower and any Lender or Lender Affiliate and (b) that has been
designated by the relevant Lender and the relevant Borrower, by written notice
to the Administrative Agent, as a Specified Hedge Agreement. The designation of
any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of
such Lender or Lender Affiliate any rights in connection with the management or
release of any Collateral or of the obligations of any Loan Party under the
Guarantee and Collateral Agreement.

                  "Spread": as to any Competitive Bid Loan bearing interest at a
rate based upon the Eurodollar Rate, the margin (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places) to be
added to or subtracted from the Eurodollar Rate in order to determine the
interest rate applicable to such Competitive Bid Loan, as specified in the
Competitive Bid relating to such Competitive Bid Loan.

                  "Stock Repurchase": the purchase by Holdings of 7,348,154
shares of its Capital Stock for the Stock Repurchase Amount, on terms and
conditions consistent with the terms and conditions of that certain letter
agreement dated April 1, 2002 with Nestle Purina PetCare Company and Tower
Holding Company, Inc., which are subsidiaries of Nestle S.A.

                  "Stock Repurchase Amount": a price of $21.50 per share of
Capital Stock of Holdings for an aggregate purchase price of $157,985,311
pursuant to the Stock Repurchase.



                                       20
<PAGE>

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise Controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of Holdings.

                  "Subsidiary Guarantor": each material Subsidiary of Holdings
other than (i) any Excluded Foreign Subsidiary and (ii) Mrs. Cubbison's.

                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount
at any one time outstanding not to exceed $40,000,000.

                  "Swingline Lender": JPMorgan Chase Bank, in its capacity as
the lender of Swingline Loans.

                  "Swingline Loans": the swingline loans made by the Swingline
Lender pursuant to Section 2.06. Each Swingline Loan shall be either a Money
Market Rate Loan or an ABR Loan.

                  "Swingline Participation Amount": as defined in Section
2.7(c).

                  "Syndication Agent": as defined in the preamble hereto.

                  "Term Lenders": the collective reference to the Tranche A Term
Lenders, the Tranche B Term Lenders and the Tranche C Term Lenders.

                  "Term Loans": the collective reference to the Tranche A Term
Loans, the Tranche B Term Loans and the Tranche C Term Loans.

                  "Total Revolving Commitments": at any time, the aggregate
amount of the Revolving Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the sum
of (a) the aggregate amount of the Revolving Extensions of Credit of the
Revolving Lenders outstanding at such time plus (b) the aggregate amount of the
Competitive Bid Loans of the Revolving Lenders outstanding at such time.

                  "Tranche A Maturity Date": July 19, 2006.

                  "Tranche A Term Commitment": as to any Lender, the obligation
of such Lender, if any, to make a Tranche A Term Loan to the Borrowers in an
aggregate principal amount not to exceed the amount set forth under the heading
"Tranche A Term Commitment"



                                       21
<PAGE>

opposite such Lender's name on Schedule 1.1A. The original aggregate amount of
the Tranche A Term Commitments is $375,000,000.

                  "Tranche A Term Lender": each Lender that has a Tranche A Term
Commitment or that holds a Tranche A Term Loan.

                  "Tranche A Term Loan": as defined in Section 2.1.

                  "Tranche A Term Percentage": as to any Tranche A Term Lender
at any time, the percentage which such Lender's Tranche A Term Commitment then
constitutes of the aggregate Tranche A Term Commitments (or, at any time after
the Closing Date, the percentage which the aggregate principal amount of such
Lender's Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche A Term Loans then outstanding).

                  "Tranche B Maturity Date": July 19, 2007.

                  "Tranche B Optional Prepayment Amount": as defined in Section
2.11(b).

                  "Tranche B Term Commitment": as to any Lender, the obligation
of such Lender, if any, to make a Tranche B Term Loan to the Borrowers in an
aggregate principal amount not to exceed the amount set forth under the heading
"Tranche B Term Commitment" opposite such Lender's name on Schedule 1.1A. The
original aggregate amount of the Tranche B Term Commitments is $125,000,000.

                  "Tranche B Term Lender": each Lender that has a Tranche B Term
Commitment or that holds a Tranche B Term Loan.

                  "Tranche B Term Loan": as defined in Section 2.1.

                  "Tranche B Term Percentage": as to any Tranche B Term Lender
at any time, the percentage which such Lender's Tranche B Term Commitment then
constitutes of the aggregate Tranche B Term Commitments (or, at any time after
the Closing Date, the percentage which the aggregate principal amount of such
Lender's Tranche B Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche B Term Loans then outstanding).

                  "Tranche C Maturity Date": July 19, 2007.

                  "Tranche C Optional Prepayment Amount": as defined in Section
2.11(b).

                  "Tranche C Term Commitment": as to any Lender, the obligation
of such Lender, if any, to make a Tranche C Term Loan to the Borrowers in an
aggregate principal amount not to exceed the amount set forth under the heading
"Tranche C Term Commitment" opposite such Lender's name on Schedule 1.1A. The
original aggregate amount of the Tranche C Term Commitments is $100,000,000.

                  "Tranche C Term Lender": each Lender that has a Tranche C Term
Commitment or that holds a Tranche C Term Loan.



                                       22
<PAGE>

                  "Tranche C Term Loan": as defined in Section 2.1.

                  "Tranche C Term Percentage": as to any Tranche C Term Lender
at any time, the percentage which such Lender's Tranche C Term Commitment then
constitutes of the aggregate Tranche C Term Commitments (or, at any time after
the Restatement Effective Date, the percentage which the aggregate principal
amount of such Lender's Tranche C Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche C Term Loans then outstanding).

                  "Transferee": any Assignee or Participant.

                  "Type": as to any Loan, its nature (a) as an ABR Loan, a
Eurodollar Loan, a Money Market Rate Loan or a Fixed Rate Loan or (b) as a
Revolving Loan, a Tranche A Term Loan, a Tranche B Term Loan or a Tranche C Term
Loan.

                  "United States": the United States of America.

                  "Wholly-Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other
Wholly-Owned Subsidiaries.

                  "Wholly-Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly-Owned Subsidiary of Holdings.

                  "Withdrawal Liability": liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

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

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular



                                       23
<PAGE>

provision of this Agreement, and Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

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

                  SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Term Commitments. Subject to the terms and conditions
hereof, (a) each Tranche A Term Lender made one or more term loans (each, a
"Tranche A Term Loan") to the Borrowers on the Closing Date in an aggregate
amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term
Lender made one or more term loans (each, a "Tranche B Term Loan") to the
Borrowers on the Closing Date in an aggregate amount of the Tranche B Term
Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to
make one or more term loans (each, a "Tranche C Term Loan") to the Borrowers on
the Restatement Effective Date in an aggregate amount not to exceed the amount
of the Tranche C Term Commitment of such Lender. The Term Loans may from time to
time be Eurodollar Loans or ABR Loans, as determined by the relevant Borrower
and notified to the Administrative Agent in accordance with Sections 2.2 and
2.13. All Tranche A Term Loans and Tranche B Term Loans outstanding under the
Existing Credit Agreement on the Restatement Effective Date shall remain
outstanding to the Borrowers hereunder on the terms set forth herein.

                  2.2 Procedure for Term Loan Borrowing. The relevant Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time,
one Business Day prior to the requested Borrowing Date), specifying (i) the
amount of Tranche C Term Loans to be borrowed and (ii) the requested Borrowing
Date. The Tranche C Loans made on the Restatement Effective Date shall initially
be ABR Loans. Upon receipt of such notice the Administrative Agent shall
promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon,
New York City time, on the Restatement Effective Date, each relevant Term Lender
shall make available to the Administrative Agent at the Funding Office an amount
in immediately available funds equal to the Term Loan or Term Loans to be made
by such Lender. The Administrative Agent shall credit the account of the
relevant Borrower on the books of such office of the Administrative Agent with
the aggregate of the amounts made available to the Administrative Agent by the
relevant Term Lenders in immediately available funds.

                  2.3 Repayment of Term Loans. (a) The Tranche A Term Loan of
each Tranche A Term Lender shall mature in 20 consecutive quarterly
installments, each of which shall be in an amount equal to such Lender's Tranche
A Term Percentage multiplied by the amount set forth below opposite such
installment (unless such amount has been reduced by one or more prepayments, in
which case it will be appropriately adjusted):

<Table>
<Caption>
                        Installment                                              Principal Amount
                        -----------                                              ----------------
<S>                                                                             <C>

                    September 30, 2001                                            $ 9,375,000.00
                     December 31, 2001                                            $ 9,375,000.00
                      March 31, 2002                                              $ 9,375,000.00
                       June 30, 2002                                              $ 9,375,000.00
</Table>


                                       24
<PAGE>

<Table>
<S>                                                                             <C>
                    September 30, 2002                                            $ 9,375,000.00
                     December 31, 2002                                            $ 9,375,000.00
                      March 31, 2003                                              $ 9,375,000.00
                       June 30, 2003                                              $ 9,375,000.00

                    September 30, 2003                                            $14,062,500.00
                     December 31, 2003                                            $14,062,500.00
                      March 31, 2004                                              $14,062,500.00
                       June 30, 2004                                              $14,062,500.00

                    September 30, 2004                                            $14,062,500.00
                     December 31, 2004                                            $14,062,500.00
                      March 31, 2005                                              $14,062,500.00
                       June 30, 2005                                              $14,062,500.00

                    September 30, 2005                                            $46,875,000.00
                     December 31, 2005                                            $46,875,000.00
                      March 31, 2006                                              $46,875,000.00
                  Tranche A Maturity Date                                         $46,875,000.00
</Table>

                  (b) The Tranche B Term Loan of each Tranche B Term Lender
shall mature in 24 consecutive quarterly installments, each of which shall be in
an amount equal to such Lender's Tranche B Term Percentage multiplied by the
amount set forth below opposite such installment (unless such amount has been
reduced by one or more prepayments, in which case it will be appropriately
adjusted):

<Table>
<Caption>
                        Installment                                              Principal Amount
                        -----------                                              ----------------
<S>                                                                             <C>

                    September 30, 2001                                             $   312,500.00
                     December 31, 2001                                             $   312,500.00
                      March 31, 2002                                               $   312,500.00
                       June 30, 2002                                               $   312,500.00

                    September 30, 2002                                             $   312,500.00
                     December 31, 2002                                             $   312,500.00
                      March 31, 2003                                               $   312,500.00
                       June 30, 2003                                               $   312,500.00

                    September 30, 2003                                             $   312,500.00
                     December 31, 2003                                             $   312,500.00
                      March 31, 2004                                               $   312,500.00
                       June 30, 2004                                               $   312,500.00

                    September 30, 2004                                             $   312,500.00
                     December 31, 2004                                             $   312,500.00
                      March 31, 2005                                               $   312,500.00
                       June 30, 2005                                               $   312,500.00
</Table>


                                       25
<PAGE>

<Table>
<S>                                                                             <C>

                    September 30, 2005                                             $   312,500.00
                     December 31, 2005                                             $   312,500.00
                      March 31, 2006                                               $   312,500.00
                       June 30, 2006                                               $   312,500.00

                    September 30, 2006                                             $29,687,500.00
                     December 31, 2006                                             $29,687,500.00
                      March 31, 2007                                               $29,687,500.00
                  Tranche B Maturity Date                                          $29,687,500.00
</Table>

                  (c) The Tranche C Term Loan of each Tranche C Term Lender
shall mature in 20 consecutive quarterly installments, each of which shall be in
an amount equal to such Lender's Tranche C Term Percentage multiplied by the
amount set forth below opposite such installment (unless such amount has been
reduced by one or more prepayments, in which case it will be appropriately
adjusted):

<Table>
<Caption>
                        Installment                                              Principal Amount
                        -----------                                              ----------------
<S>                                                                             <C>

                    September 30, 2002                                             $   250,000.00
                     December 31, 2002                                             $   250,000.00
                      March 31, 2003                                               $   250,000.00
                       June 30, 2003                                               $   250,000.00

                    September 30, 2003                                             $   250,000.00
                     December 31, 2003                                             $   250,000.00
                      March 31, 2004                                               $   250,000.00
                       June 30, 2004                                               $   250,000.00

                    September 30, 2004                                             $   250,000.00
                     December 31, 2004                                             $   250,000.00
                      March 31, 2005                                               $   250,000.00
                       June 30, 2005                                               $   250,000.00

                    September 30, 2005                                             $   250,000.00
                     December 31, 2005                                             $   250,000.00
                      March 31, 2006                                               $   250,000.00
                       June 30, 2006                                               $   250,000.00

                    September 30, 2006                                             $24,000,000.00
                     December 31, 2006                                             $24,000,000.00
                      March 31, 2007                                               $24,000,000.00
                  Tranche C Maturity Date                                          $24,000,000.00
</Table>



                                       26
<PAGE>

                  2.4 Revolving Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrowers from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swingline Loans then outstanding, does not exceed the amount of
such Lender's Revolving Commitment; provided, that after giving effect to such
Revolving Loans, the Total Revolving Extensions of Credit would not exceed the
Total Revolving Commitments. During the Revolving Commitment Period the
Borrowers may use the Revolving Commitments by borrowing, repaying the Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans
or ABR Loans, as determined by the relevant Borrower and notified to the
Administrative Agent in accordance with Sections 2.5 and 2.13.

                  (b) Subject to and upon the terms and conditions herein set
forth, each Revolving Lender severally agrees that the Borrowers may incur a
Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid
Borrowing from time to time during the period from the Closing Date to the
Business Day immediately preceding the Revolving Termination Date; provided,
that after giving effect to such Competitive Bid Borrowing, the Total Revolving
Extensions of Credit would not exceed the Total Revolving Commitments. All
Competitive Bid Loans shall be Revolving Loans.

                  (c) The Borrowers shall repay all outstanding Revolving Loans
on the Revolving Termination Date.

                  2.5 Procedure for Revolving Loan Borrowing. Each Borrower may
borrow under the Revolving Commitments during the Revolving Commitment Period on
any Business Day, provided that the relevant Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(b) one Business Day prior to the requested Borrowing Date, in the case of ABR
Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor. Each borrowing under the Revolving Commitments
shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a
whole multiple of $1,000,000 in excess thereof (or, if the then aggregate
Available Revolving Commitments are less than $1,000,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; provided, that the Swingline Lender may request,
on behalf of the relevant Borrower, borrowings under the Revolving Commitments
that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any
such notice from either Borrower, the Administrative Agent shall promptly notify
each Revolving Lender thereof. Each Revolving Lender will make the amount of its
pro rata share of each borrowing available to the Administrative Agent for the
account of the relevant Borrower at the Funding Office prior to 12:00 Noon, New
York City time, on the Borrowing Date requested by such Borrower in funds
immediately available to the



                                       27
<PAGE>

Administrative Agent. Such borrowing will then be made available to the relevant
Borrower, promptly upon receipt of such amounts by the Administrative Agent but
in any event not later than 3:00 p.m. on the same Business Day, New York City
time, by the Administrative Agent crediting the account of such Borrower on the
books of such office with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent.

                  2.6 Swingline Commitment. (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Borrowers under the Revolving Commitments from time
to time during the Revolving Commitment Period by making Swingline Loans to the
Borrowers; provided that (i) the aggregate principal amount of Swingline Loans
outstanding at any time shall not exceed the Swingline Commitment then in effect
(notwithstanding that the Swingline Loans outstanding at any time, when
aggregated with the Swingline Lender's other outstanding Revolving Loans, may
exceed the Swingline Commitment then in effect) and (ii) neither Borrower shall
request, and the Swingline Lender shall not make, any Swingline Loan if, after
giving effect to the making of such Swingline Loan, the aggregate amount of the
Available Revolving Commitments would be less than zero. During the Revolving
Commitment Period, the Borrowers may use the Swingline Commitment by borrowing,
repaying and reborrowing, all in accordance with the terms and conditions
hereof. Swingline Loans shall be either ABR Loans or Money Market Rate Loans as
the Borrower may request pursuant to Section 2.7, provided that on the date that
the Swingline Lender exercises its right to request the Revolving Lenders to
make Revolving Loans to refund Swingline Loans that are Money Market Rate Loans
or to purchase an undivided participating interest in any such Swingline Loans
in accordance with Section 2.7, all such Swingline Loans shall, to the extent
such Swingline Loans remain outstanding, automatically become ABR Loans.
Borrowings of more than one Type may be outstanding at the same time.

                  (b) The Borrowers shall repay (i) all outstanding Swingline
Loans that are ABR Loans on the Revolving Termination Date and (ii) all
Swingline Loans that are Money Market Rate Loans on the earlier of the Revolving
Termination Date and the Interest Payment Date with respect thereto.

                  2.7 Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever a Borrower desires that the Swingline Lender make Swingline
Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice must be received by the Swingline
Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing
Date), specifying (i) the amount to be borrowed, (ii) the requested Borrowing
Date (which shall be a Business Day during the Revolving Commitment Period),
(iii) whether the Swingline Loans then being requested are to be Money Market
Rate Loans or ABR Loans and (iv) any other terms to be applicable to such Loans.
Prior to any such notice, the relevant Borrower may request a quote from the
Swingline Lender as to the Money Market Rate that would apply to such Swingline
Loans if they were to be Money Market Rate Loans for the Interest Period
specified by such Borrower, and the Swingline Lender shall promptly provide such
a quote for such Interest Period. If such Borrower promptly agrees to such rate,
such Swingline Loans shall be Money Market Rate Loans for such Interest Period
bearing interest at such rate. The Swingline Lender shall confirm such quote and
the related agreement with respect to the Money Market Rate Loans to be made, in
writing, and such confirmation shall be



                                       28
<PAGE>

conclusive and binding on the relevant Borrower and the Swingline Lender in the
absence of manifest error. Each borrowing under the Swingline Commitment shall
be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess
thereof. Not later than 12:00 Noon, New York City time, or in the event that
notice of a borrowing of Swingline Loans is given on the proposed date of such
borrowing, not later than 3:00 P.M., New York City time, on the Borrowing Date
specified in a notice in respect of Swingline Loans, the Swingline Lender shall
make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the amount of the Swingline Loan to be made
by the Swingline Lender. The Administrative Agent shall make the proceeds of
such Swingline Loan available to the relevant Borrower on such Borrowing Date by
depositing such proceeds in the account of such Borrower with the Administrative
Agent on such Borrowing Date in immediately available funds.

                  (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the relevant Borrower (which
hereby irrevocably directs the Swingline Lender to act on its behalf), on one
Business Day's notice given by the Swingline Lender not later than 12:00 Noon,
New York City time, request each Revolving Lender to make, and each Revolving
Lender hereby agrees to make, a Revolving Loan, in an amount equal to such
Revolving Lender's Revolving Percentage of the aggregate amount of the Swingline
Loans (the "Refunded Swingline Loans") outstanding on the date of such notice,
to repay the Swingline Lender. Each Revolving Lender shall make the amount of
such Revolving Loan available to the Administrative Agent at the Funding Office
in immediately available funds, not later than 10:00 A.M., New York City time,
one Business Day after the date of such notice. The proceeds of such Revolving
Loans shall be immediately made available by the Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of the
Refunded Swingline Loans. Each Borrower irrevocably authorizes the Swingline
Lender to charge such Borrower's accounts with the Administrative Agent (up to
the amount available in each such account) in order to immediately pay the
amount of such Refunded Swingline Loans to the extent amounts received from the
Revolving Lenders are not sufficient to repay in full such Refunded Swingline
Loans.

                  (c) If prior to the time a Revolving Loan would have otherwise
been made pursuant to Section 2.7(b), one of the events described in Section
8(f) shall have occurred and be continuing with respect to Holdings or either
Borrower or if for any other reason, as determined by the Swingline Lender in
its sole discretion, Revolving Loans may not be made as contemplated by Section
2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have
been made pursuant to the notice referred to in Section 2.7(b) (the "Refunding
Date"), purchase for cash an undivided participating interest in the then
outstanding Swingline Loans by paying to the Swingline Lender an amount (the
"Swingline Participation Amount") equal to (i) such Revolving Lender's Revolving
Percentage times (ii) the sum of the aggregate principal amount of Swingline
Loans then outstanding that were to have been repaid with such Revolving Loans.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender's Swingline Participation Amount,
the Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest



                                       29
<PAGE>

payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded and, in the case of principal and interest
payments, to reflect such Lender's pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline
Loans then due); provided, however, that in the event that such payment received
by the Swingline Lender is required to be returned, such Revolving Lender will
return to the Swingline Lender any portion thereof previously distributed to it
by the Swingline Lender.

                  (e) Each Revolving Lender's obligation to make the Loans
referred to in Section 2.7(b) and to purchase participating interests pursuant
to Section 2.7(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense
or other right that such Revolving Lender or either Borrower may have against
the Swingline Lender, either Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 5; (iii) any adverse change in the condition (financial or otherwise) of
Holdings or either Borrower; (iv) any breach of this Agreement or any other Loan
Document by Holdings or either Borrower, any other Loan Party or any other
Revolving Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

                  (f) Any prepayment of any Money Market Rate Loan prior to the
end of the Interest Period specified therefor shall be subject to the provisions
of Section 2.21 as though such Money Market Rate Loan were a Fixed Rate Loan.
Notwithstanding anything to the contrary herein, interest on each Money Market
Rate Loan shall be payable on the date the Revolving Lenders are required to
refund any Swingline Loan which is a Money Market Rate Loan pursuant to Section
2.7(b) or purchase an undivided participating interest in any Swingline Loan
which is a Money Market Rate Loan pursuant to Section 2.7(c).

                  2.8 Competitive Bid Procedures. (a) Whenever either Borrower
desires to solicit Competitive Bids, it shall give the Administrative Agent at
least one Business Day's prior written notice with respect to each proposed
Competitive Bid Borrowing of Fixed Rate Loans and at least four Business Days
prior written notice of each proposed Competitive Bid Borrowing of Eurodollar
Loans to be made hereunder; provided, that any such notice shall be deemed to
have been given on a certain day only if given before 10:00 A.M. New York City
time on such day. Each such notice (a "Notice of Competitive Bid Borrowing")
shall be in the form of Exhibit J appropriately completed by the relevant
Borrower to specify (i) the aggregate principal amount of the proposed
Competitive Bid Loans to be made pursuant to such Competitive Bid Borrowing
(which shall be in a minimum principal amount of $10,000,000 and in integral
multiples of $1,000,000 in excess thereof), (ii) the date of such Competitive
Bid Borrowing (which shall be a Business Day) and (iii) whether the Competitive
Bid Loans proposed to be made pursuant to such Competitive Bid Borrowing are to
be Fixed Rate Loans or Eurodollar Loans and (iv) the Interest Period relating
thereto. The maturity date for repayment of each Competitive Bid Loan to be made
as part of such Competitive Bid Borrowing shall be the earlier of (x) the last
day of the Interest Period relating thereto and (y) the Revolving Termination
Date. A Notice of Competitive Bid Borrowing that does not conform substantially
to the format of Exhibit J may be rejected in the Administrative Agent's sole
discretion, and the Administrative Agent shall promptly notify the relevant
Borrower of such rejection. The Administrative Agent



                                       30
<PAGE>
shall promptly notify each Revolving Lender of each such request for a
Competitive Bid Borrowing received by it from either Borrower and not rejected
by it by telecopying such Lender a notice in the form of Exhibit K (a "Notice of
Competitive Bid Request").

                  (b) Each Revolving Lender (or any branch, office or Affiliate
of such Lender on behalf of such Lender as such Lender may designate by written
notice to the Administrative Agent) may, in its sole discretion, make one or
more Competitive Bids to the relevant Borrower responsive to a Notice of
Competitive Bid Request. Each Competitive Bid by or on behalf of a Revolving
Lender must be received by the Administrative Agent via telecopier, in the form
of Exhibit L, (i) in the case of a proposed Competitive Bid Borrowing of
Eurodollar Loans, not later than 10:00 a.m., New York City time, three Business
Days before a proposed Competitive Bid Borrowing and (ii) in the case of a
proposed Competitive Bid Borrowing of Fixed Rate Loans, not later than 10:00
a.m., New York City time, on the day of a proposed Competitive Bid Borrowing.
Multiple Competitive Bids will be accepted by the Administrative Agent.
Competitive Bids that do not conform substantially to the format of Exhibit L
may be rejected by the Administrative Agent after conferring with, and upon the
instruction of, the relevant Borrower, and the Administrative Agent shall notify
the Lender making such nonconforming Competitive Bid, or the Lender on behalf of
which such nonconforming Competitive Bid is made, of such rejection as soon as
practicable. Each Competitive Bid shall refer to this Agreement and specify (x)
the principal amount (which shall be in a minimum principal amount of $5,000,000
and in an integral multiple of $1,000,000 in excess thereof and which may equal
the entire principal amount of the Competitive Bid Borrowing requested by the
relevant Borrower) of each Competitive Bid Loan that the applicable Lender is
willing to make to such Borrower, (y) with respect to each requested Fixed Rate
Loan, the Competitive Bid Rate, or with respect to each requested Eurodollar
Loan, the Spread, at which such Revolving Lender is prepared to make such
Competitive Bid Loan and (z) the Interest Period (which shall be the Interest
Period set forth in the applicable Competitive Bid Request) and the last day
thereof. A Competitive Bid submitted by or on behalf of a Lender pursuant to
this Section 2.8 shall be irrevocable.

                  (c) The Administrative Agent shall promptly notify the
relevant Borrower by telephone and telecopier of all the Competitive Bids made,
the Competitive Bid Rate and the principal amount of each Competitive Bid Loan
in respect of which a Competitive Bid was made and the identity of the Lender
that made each Competitive Bid. The Administrative Agent shall send a copy of
all Competitive Bids to the relevant Borrower for its records as soon as
practicable after completion of the bidding process set forth in this Section
2.8.

                  (d) The relevant Borrower may in its sole and absolute
discretion, subject only to the provisions of this Section 2.8, accept or reject
any Competitive Bid referred to in Section 2.8(b). The relevant Borrower shall
notify the Administrative Agent by telephone, confirmed by telecopier in the
form of a Competitive Bid Accept/Reject Letter, whether and to what extent it
has decided to accept or reject any of or all the Competitive Bids referred to
in Section 2.8(b), (x) in the case of a Competitive Bid Borrowing of Eurodollar
Loans, not later than 11:00 a.m., New York City time, three Business Days before
a proposed Competitive Bid Borrowing, and (y) in the case of a Borrowing of
Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the day of a
proposed Competitive Bid Borrowing; provided, however, that (i) the failure by
such Borrower to give such notice shall be deemed to be a rejection of all the
Competitive Bids



                                       31
<PAGE>

referred to in Section 2.8(b), (ii) such Borrower shall not accept a Competitive
Bid made at a particular Competitive Bid Rate if such Borrower has decided to
reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the principal amount specified in the Notice of Competitive Bid
Borrowing, (iv) if such Borrower shall accept a Competitive Bid or Competitive
Bids made at a particular Competitive Bid Rate but the amount of such
Competitive Bid or Competitive Bids shall cause the total amount of Competitive
Bids to be accepted by such Borrower to exceed the amount specified in the
Notice of Competitive Bid Borrowing, then such Borrower shall accept a portion
of such Competitive Bid or Competitive Bids in an amount equal to the amount
specified in the Competitive Bids accepted with respect to such Notice of
Competitive Bid Borrowing, which acceptance, in the case of multiple Competitive
Bids at the highest Competitive Bid Rate accepted by such Borrower, shall be
made pro rata in accordance with the amount of each such Competitive Bid at such
Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Bid Loan unless such
Competitive Bid Loan is in a minimum principal amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof; provided further, however,
that if a Competitive Bid Loan must be in an amount less than $5,000,000 because
of the provisions of clause (iv) above, such Competitive Bid Loan may be for a
minimum of $1,000,000 or any integral multiple thereof, and in calculating the
pro rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner which shall be in the
discretion of such Borrower. A notice given by any Borrower pursuant to this
Section 2.8 shall be irrevocable.

                  (e) The Administrative Agent shall promptly notify each Lender
that submitted a Competitive Bid, or on behalf of which a Competitive Bid was
submitted, as the case may be, whether or not such Competitive Bid has been
accepted (and if so, in what amount and at what Competitive Bid Rate) by
telecopy sent by the Administrative Agent. Upon the relevant Borrower's
acceptance of any Competitive Bid, the Lender that made such Competitive Bid, or
the Lender on behalf of which such Competitive Bid was made, as the case may be,
will thereupon become bound, subject to the other applicable conditions hereof,
to make the Competitive Bid Loan in respect of which such Competitive Bid has
been accepted.

                  (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Revolving Lender, it shall submit such
Competitive Bid directly to the relevant Borrower one quarter of an hour earlier
than the latest time at which the other Revolving Lenders are required to submit
their Competitive Bids to the Administrative Agent pursuant to Section 2.8(b).

                  (g) All notices required by this Section 2.8 shall be given in
accordance with Section 10.2.

                  2.9 Facility Fees, etc. (a) The Borrowers agree to pay to the
Administrative Agent for the account of each Revolving Lender a facility fee for
the period from and including the date hereof to the last day of the Revolving
Commitment Period, computed at the Facility Fee Rate on the average daily
amount, whether or not utilized, of the Revolving Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and on the Revolving
Termination Date,



                                       32
<PAGE>

commencing on the first of such dates to occur after the date hereof; provided
that, if any Lender's Revolving Loans or L/C Obligations are outstanding after
such Lender's Revolving Commitment terminates, then such facility fee shall
continue to accrue and be payable on the daily amount of the outstanding
Revolving Loans or L/C Obligations, as the case may be, of such Lender from and
including the date on which such Lender's Revolving Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Loans or
L/C Obligations, as the case may be, outstanding.

                  (b) The Borrowers agree to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrowers and the Administrative Agent as set forth in the Fee Letter, dated as
of April 5, 2002, from the Administrative Agent to the Borrowers.

                  2.10 Termination or Reduction of Revolving Commitments. Either
Borrower shall have the right, upon not less than three Business Days' notice to
the Administrative Agent, to terminate the Revolving Commitments or, from time
to time, to reduce the amount of the Revolving Commitments; provided that no
such termination or reduction of Revolving Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the Total Revolving
Extensions of Credit would exceed the Total Revolving Commitments. Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Commitments then in effect.

                  2.11 Optional Prepayments. (a) Either Borrower may at any time
and from time to time prepay the Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent not later
than 12:00 Noon, New York City time, three Business Days prior thereto in the
case of Eurodollar Loans and at least one Business Day prior thereto in the case
of ABR Loans, which notice shall specify the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrowers shall also pay any amounts owing
pursuant to Section 2.21. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with (except in the case of Revolving Loans that are
ABR Loans) accrued interest to such date on the amount prepaid. The relevant
Borrower may apply prepayments to the Revolving Loans, the Tranche A Term Loans,
the Tranche B Term Loans or the Tranche C Term Loans, and to the remaining
installments of the Tranche A Term Loans, the Tranche B Term Loans and the
Tranche C Term Loans, as such Borrower determines. Partial prepayments of Term
Loans and Revolving Loans shall be in an aggregate principal amount of
$1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans
shall be in an aggregate principal amount of $500,000 or a whole multiple
thereof. Competitive Bid Loans may not be prepaid except with the consent of
each relevant Competitive Lender.

                  (b) Notwithstanding anything to the contrary in Section
2.11(a) or 2.18, with respect to the amount of any optional prepayment described
in Section 2.11(a) that is allocated by the relevant Borrower to Tranche B Term
Loans (such amounts, the "Tranche B Optional Prepayment Amount") or to Tranche C
Term Loans (such amounts, the "Tranche C Optional



                                       33
<PAGE>

Prepayment Amount"), as the case may be, at any time when Tranche A Term Loans
remain outstanding, the relevant Borrower will, in lieu of applying such amount
to the prepayment of Tranche B Term Loans or the Tranche C Term Loans as
provided in paragraph (a) above, on the date specified in Section 2.11(a) for
such prepayment, give the Administrative Agent telephonic notice (promptly
confirmed in writing) requesting that the Administrative Agent prepare and
provide to each Tranche B Term Lender and Tranche C Term Lender, as applicable,
a notice (each, a "Prepayment Option Notice") as described below. As promptly as
practicable after receiving such notice from such Borrower, the Administrative
Agent will send to each Tranche B Term Lender and Tranche C Term Lender, as
applicable, a Prepayment Option Notice, which shall be in the form of Exhibit M,
and shall include an offer by such Borrower to prepay on the date (each a
"Prepayment Date") that is 10 Business Days after the date of the Prepayment
Option Notice, the relevant Term Loans of such Lender by an amount equal to the
portion of the Tranche B Optional Prepayment Amount or Tranche C Optional
Prepayment Amount, as the case may be, indicated in such Lender's Prepayment
Option Notice as being applicable to such Lender's Tranche B Term Loans or
Tranche C Term Loans. On the Prepayment Date, as applicable, (i) the relevant
Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans in
respect of which such Lenders have accepted prepayment as described above, (ii)
the relevant Borrower shall pay to the relevant Tranche C Term Lenders the
aggregate amount necessary to prepay that portion of the outstanding relevant
Term Loans in respect of which such Lenders have accepted prepayment as
described above and (ii) the relevant Borrower shall be entitled to retain the
remaining portion of the Tranche B Prepayment Amount and Tranche C Prepayment
Amount, as the case may be, not accepted by the relevant Lenders.

                  2.12 Mandatory Prepayments and Commitment Reductions. (a) If
any Capital Stock (other than in respect of stock options granted to employees
or directors and directors' qualifying shares) shall be issued by any Group
Member to a Person other than another Group Member, an amount equal to 50% of
the Net Cash Proceeds thereof shall be paid to the Administrative Agent within
three Business Days of such Group Member's receipt of proceeds of such issuance
for application by the Administrative Agent toward the prepayment of the Term
Loans and the reduction of the Revolving Commitments as set forth in Section
2.12(d).

                  (b) If any Indebtedness shall be incurred by any Group Member
(excluding any Indebtedness incurred in accordance with Section 7.2), an amount
equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of
such incurrence toward the prepayment of the Term Loans and the reduction of the
Revolving Commitments as set forth in Section 2.12(d).

                  (c) If on any date any Group Member shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered to the Administrative Agent in respect thereof, such
Net Cash Proceeds shall be paid to the Administrative Agent within three
Business Days of such Group Member's receipt of proceeds of such Asset Sale or
Recovery Event for application by the Administrative Agent toward the prepayment
of the Term Loans and the reduction of the Revolving Commitments as set forth in
Section 2.12(d); provided, that, notwithstanding the foregoing, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be paid to the
Administrative Agent to be applied toward the



                                       34
<PAGE>

prepayment of the Term Loans and the reduction of the Revolving Commitments as
set forth in Section 2.12(d).

                  (d) Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 2.12 shall be applied, first, to
the prepayment of the Term Loans and, second, to reduce permanently the
Revolving Commitments. The amount of each prepayment by either Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Lenders. The amount of each principal prepayment of the Term
Loans shall be applied to reduce the then remaining installments of the Tranche
A Term Loans, Tranche B Term Loans and Tranche C Term Loans, as the case may be,
pro rata based upon the then remaining principal amount thereof. Any such
reduction of the Revolving Commitments shall be accompanied by prepayment of the
Revolving Loans and/or Swingline Loans, to the extent, if any, that the Total
Revolving Extensions of Credit exceed the amount of the Total Revolving
Commitments as so reduced, provided that if the aggregate principal amount of
Revolving Loans and Swingline Loans then outstanding is less than the amount of
such excess (because L/C Obligations and outstanding Competitive Bid Loans
constitute a portion thereof), the Borrowers shall, to the extent of the balance
of such excess, replace outstanding Letters of Credit or Competitive Bid Loans,
as applicable, and/or deposit an amount in cash in a cash collateral account
established with the Administrative Agent for the benefit of the Lenders on
terms and conditions satisfactory to the Administrative Agent. The application
of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans,
second, to Money Market Rate Loans and third, to Eurodollar Loans. Each
prepayment of the Loans under Section 2.12 (except in the case of Revolving
Loans that are ABR Loans and Swingline Loans that are ABR Loans) shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.

                  (e) Notwithstanding the foregoing provisions of this Section
2.12, if at any time any prepayment of the Loans pursuant to Section 2.12 would
result, after giving effect to the procedures set forth in this Agreement, in
either Borrower incurring breakage costs under Section 2.21 as a result of
Eurodollar Loans being prepaid other than on the last day of an Interest Period
with respect thereto, then, the relevant Group Member may, so long as no Default
or Event of Default shall have occurred and be continuing, in its sole
discretion, initially deposit a portion (up to 100%) of the amounts that
otherwise would have been paid in respect of such Eurodollar Loans with the
Administrative Agent (which deposit must be equal in amount to the amount of
such Eurodollar Loans not immediately prepaid) to be held as security for the
obligations of the Group Members to make such prepayment pursuant to a cash
collateral agreement to be entered into on terms reasonably satisfactory to the
Administrative Agent, with such cash collateral to be directly applied upon the
first occurrence thereafter of the last day of an Interest Period with respect
to such Eurodollar Loans (or such earlier date or dates as shall be requested by
such Group Member); provided that, such unpaid Eurodollar Loans shall continue
to bear interest in accordance with Section 2.15 until such unpaid Eurodollar
Loans or the related portion of such Eurodollar Loans, as the case may be, have
or has been prepaid.

                  2.13 Conversion and Continuation Options. (a) The relevant
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by
giving the Administrative Agent irrevocable notice of such election not later
than 12:00 Noon, New York City time, one



                                       35
<PAGE>

Business Day prior to conversion, provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The relevant Borrower may elect from time to time to convert
ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor) not later than 10:00 A.M., New York City time, three
Business Day prior to conversion, provided that no ABR Loan under a particular
Facility may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Facility
Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such conversions. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

                  (b) Any Eurodollar Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving irrevocable notice to the Administrative Agent not
later than 10:00 A.M., New York City time, three Business Day prior to
continuation, in accordance with the applicable provisions of the term "Interest
Period" set forth in Section 1.1, of the length of the next Interest Period to
be applicable to such Loans, provided that no Eurodollar Loan under a particular
Facility may be continued as such when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to
permit such continuations, and provided, further, that if such Borrower shall
fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall
be automatically converted to ABR Loans on the last day of such then expiring
Interest Period. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

                  2.14 Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time.

                  2.15 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan (other than a Competitive Bid Loan) shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin. Each
Eurodollar Loan comprising any Competitive Bid Borrowing shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum
equal to the Eurodollar Rate determined for such day plus the Spread offered by
the Lender making such Loan and accepted by the relevant Borrower pursuant to
Section 2.8(d).

                  (b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin.

                  (c) Each Fixed Rate Loan shall bear interest at a fixed
percentage rate per annum specified by the Revolving Lender making such Fixed
Rate Loan and accepted by the relevant Borrower pursuant to Section 2.8(d).



                                       36
<PAGE>

                  (d) Each Swingline Loan that is a Money Market Rate Loan shall
bear interest at the rate per annum equal to the applicable Money Market Rate.

                  (e) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2% or (y) in the case of Reimbursement Obligations, the
rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if
all or a portion of any interest payable on any Loan or Reimbursement Obligation
or any facility fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable
to ABR Loans under the relevant Facility plus 2% (or, in the case of any such
other amounts that do not relate to a particular Facility, the rate then
applicable to ABR Loans under the Revolving Facility plus 2%), in each case,
with respect to clauses (i) and (ii) above, from the date of such non-payment
until such amount is paid in full (as well after as before judgment).

                  (f) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of this
Section shall be payable from time to time on demand.

                  2.16 Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the relevant Borrower and the relevant Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the relevant Borrower and the relevant Lenders of the effective date and
the amount of each such change in interest rate.

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

                  2.17 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the relevant
         Borrower) 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



                                       37
<PAGE>

                  (b) the Administrative Agent shall have received notice from
         the Majority Facility Lenders in respect of the relevant Facility that
         the Eurodollar Rate determined or to be determined for such Interest
         Period will not adequately and fairly reflect the cost to such Lenders
         (as conclusively certified by such Lenders) of making or maintaining
         their affected Loans during such Interest Period,

                  (c) the Administrative Agent shall give telecopy or telephonic
         notice thereof to the relevant Borrower and the relevant Lenders as
         soon as practicable thereafter. If such notice is given (x) any
         Eurodollar Loans under the relevant Facility requested to be made on
         the first day of such Interest Period shall be made as ABR Loans, (y)
         any Loans under the relevant Facility that were to have been converted
         on the first day of such Interest Period to Eurodollar Loans shall be
         continued as ABR Loans and (z) any outstanding Eurodollar Loans under
         the relevant Facility shall be converted, on the last day of the
         then-current Interest Period, to ABR Loans. Until such notice has been
         withdrawn by the Administrative Agent, no further Eurodollar Loans
         under the relevant Facility shall be made or continued as such, nor
         shall either Borrower have the right to convert Loans under the
         relevant Facility to Eurodollar Loans.

                  2.18 Pro Rata Treatment and Payments. (a) Each borrowing by
either Borrower (other than any Competitive Bid Borrowing) from the Lenders
hereunder, each payment by either Borrower on account of any facility fee and
any reduction of the Commitments of the Lenders shall be made pro rata with
respect to the Lenders according to the respective Tranche A Term Percentages,
Tranche B Term Percentages, Tranche C Term Percentages or Revolving Percentages,
as the case may be, of the relevant Lenders.

                  (b) Each payment (including each prepayment) by either
Borrower on account of principal of and interest on the Term Loans shall be made
pro rata according to the respective outstanding principal amounts of the Term
Loans then held by the Term Lenders. Amounts prepaid on account on the Term
Loans may not be reborrowed.

                  (c) Each payment (including each prepayment) by either
Borrower on account of principal of and interest on the Revolving Loans (other
than any Competitive Bid Loan) shall be made pro rata according to the
respective outstanding principal amounts of the Revolving Loans then held by the
Revolving Lenders. All payments of principal of any Competitive Bid Borrowing
shall be allocated pro rata among the Revolving Lenders participating in such
Borrowing in accordance with the respective principal amounts of their
outstanding Competitive Bid Loans comprising such Borrowing. All payments of
interest on any Competitive Bid Borrowing shall be allocated pro rata among the
Revolving Lenders participating in such Borrowing in accordance with the
respective amounts of accrued and unpaid interest on their outstanding
Competitive Bid Loans comprising such Borrowing.

                  (d) All payments (including prepayments) to be made by either
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without deduction, setoff or counterclaim and shall be
made prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Funding Office, in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received. If any



                                       38
<PAGE>

payment hereunder (other than payments on the Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day. If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.

                  (e) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days after such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans under the relevant Facility, on demand, from
the Borrowers.

                  (f) Unless the Administrative Agent shall have been notified
in writing by the relevant Borrower prior to the date of any payment due to be
made by such Borrower hereunder that such Borrower will not make such payment to
the Administrative Agent, the Administrative Agent may assume that such Borrower
is making such payment, and the Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders
their respective pro rata shares of a corresponding amount. If such payment is
not made to the Administrative Agent by such Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against either Borrower.

                  2.19 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                           (i) shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Letter of Credit, any
         Application or any Eurodollar Loan made by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for



                                       39
<PAGE>

         Non-Excluded Taxes covered by Section 2.20 and changes in the rate of
         tax on the overall net income of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender reasonably deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans or issuing or
participating in Letters of Credit, or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, the Borrowers shall promptly pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this paragraph, it
shall promptly notify the Borrowers in writing (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled,
the additional amount claimed and reasonable supportive evidence for the
calculation thereof. Notwithstanding the foregoing, no Revolving Lender shall be
entitled to compensation under this Section 2.19 with respect to any Competitive
Bid Loan if it knew or should have known of the change giving rise to such
request and of the impact of such change on the cost of making such Competitive
Bid Loans at the time of submission of the Competitive Bid pursuant to which
such Competitive Bid Loan shall have been made.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrowers (with a copy to the Administrative
Agent) of a written request therefor, the Borrowers shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such
corporation for such reduction; provided that no Borrower shall be required to
compensate a Lender pursuant to this paragraph for any amounts incurred more
than six months prior to the date that such Lender notifies the Borrowers of
such Lender's intention to claim compensation therefor; and provided further
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect.

                  (c) A certificate as to any additional amounts payable
pursuant to this Section and the basis for the calculation thereof submitted by
any Lender to the Borrowers (with a copy to



                                       40
<PAGE>

the Administrative Agent) shall be conclusive in the absence of manifest error.
The obligations of the Borrowers pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.20 Taxes. (a) All payments made by each Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or Other Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, provided, however, that no Borrower shall be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from such Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

                  (b) In addition, each Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by either Borrower, as promptly as possible thereafter such Borrower shall send
to the Administrative Agent for its own account or for the account of the
relevant Lender, as the case may be, a certified copy of an original official
receipt received by such Borrower showing payment thereof. If the relevant
Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure.

                  (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrowers and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from



                                       41
<PAGE>

U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of "portfolio interest", a statement substantially in the
form of Exhibit G and a Form W-8BEN, or any subsequent versions thereof or
successors thereto, properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments by the Borrowers under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related
participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrowers
at any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrowers (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

                  (e) A Lender that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrowers is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrowers
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrowers, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

                  (f) The agreements in this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.21 Indemnity. The Borrowers agree to indemnify each Lender
for, and to hold each Lender harmless from, any loss or expense that such Lender
may sustain or incur as a consequence of (a) default by either Borrower in
making a borrowing of Fixed Rate Loans or Eurodollar Loans, conversion into or
continuation of Eurodollar Loans after such Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by either Borrower in making any prepayment of Fixed Rate Loans or
Eurodollar Loans or conversion from Eurodollar Loans after such Borrower has
given a notice thereof in accordance with the provisions of this Agreement or
(c) the making of a prepayment of Eurodollar Loans or Fixed Rate Loans on a day
that is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in



                                       42
<PAGE>

the interbank eurodollar market. A certificate as to any amounts payable
pursuant to this Section together with the calculation thereof submitted to the
Borrowers by any Lender shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

                  2.22 Change of Lending Office. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.19 or
2.20(a) with respect to such Lender, it will, if requested by either Borrower,
use reasonable efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event with
the object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of either Borrower or the rights of any
Lender pursuant to Section 2.19 or 2.20(a).

                  2.23 Replacement of Lenders. The Borrowers shall be permitted
to replace any Lender that (a) requests reimbursement for amounts owing pursuant
to Section 2.19 or 2.20(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.22 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.19 or 2.20(a), (iv) the replacement financial
institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Borrowers shall
be liable to such replaced Lender under Section 2.21 if any Eurodollar Loan
owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the
Borrowers shall be obligated to pay the registration and processing fee referred
to therein), (viii) until such time as such replacement shall be consummated,
the Borrowers shall pay all additional amounts (if any) required pursuant to
Section 2.19 or 2.20(a), as the case may be, and (ix) any such replacement shall
not be deemed to be a waiver of any rights that either Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.

                          SECTION 3. LETTERS OF CREDIT

                  3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreements of the other
Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit
("Letters of Credit") for the account of either Borrower on any Business Day
during the Revolving Commitment Period in such form as may be approved from time
to time by the relevant Issuing Lender; provided that such Issuing Lender shall
have no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face
amount of at least $50,000 (unless otherwise agreed by the relevant Issuing
Lender) and (iii) expire not later than the earlier of (x) the first anniversary
of its date of



                                       43
<PAGE>

issuance and (y) the date that is five Business Days prior to the Revolving
Termination Date, provided that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (y) above).

                  (b) No Issuing Lender shall at any time be obligated to issue
any Letter of Credit if such issuance would conflict with, or cause such Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

                  3.2 Procedure for Issuance of Letter of Credit. Either
Borrower may from time to time request that an Issuing Lender issue a Letter of
Credit by delivering to such Issuing Lender at its address for notices specified
herein an Application therefor, completed to the satisfaction of such Issuing
Lender, and such other certificates, documents and other papers and information
as such Issuing Lender may request. Upon receipt of any Application, the
relevant Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall the Issuing Lender
be required to issue any Letter of Credit earlier than three Business Days after
its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise may
be agreed to by the Issuing Lender and such Borrower. The relevant Issuing
Lender shall furnish a copy of such Letter of Credit to the relevant Borrower
promptly following the issuance thereof. The relevant Issuing Lender shall
promptly furnish to the Administrative Agent, which shall in turn promptly
furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof).

                  3.3 Fees and Other Charges. (a) Each Borrower will pay a fee
on all its outstanding Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date. In
addition, each Borrower shall pay to the relevant Issuing Lender(s) for its own
account a fronting fee per annum at the rate set forth in the applicable Issuing
Lender Agreement on the undrawn and unexpired amount of each of its Letters of
Credit, payable quarterly in arrears on each L/C Fee Payment Date after its
issuance date, and any other fees agreed to between the relevant Borrower and an
Issuing Lender and set forth in its Issuing Lender Agreement.

                  (b) In addition to the foregoing fees, each Borrower shall pay
or reimburse each Issuing Lender for such normal and customary costs and
expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

                  3.4 L/C Participations. (a) Each Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce each
Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from each Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's



                                       44
<PAGE>

Revolving Percentage in such Issuing Lender's obligations and rights under and
in respect of each Letter of Credit and the amount of each draft paid by such
Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with each Issuing Lender that, if a draft is paid under any Letter of
Credit for which such Issuing Lender is not reimbursed in full by the Borrowers
in accordance with the terms of this Agreement, such L/C Participant shall pay
to such Issuing Lender upon demand at such Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's Revolving Percentage
of the amount of such draft, or any part thereof, that is not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Lender under any Letter of Credit is
paid to such Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans under the Revolving Facility. A
certificate of any Issuing Lender submitted to any L/C Participant with respect
to any amounts owing to it under this Section shall be conclusive in the absence
of manifest error.

                  (c) Whenever, at any time after any Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), such Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrowers or otherwise, including proceeds of collateral applied
thereto by such Issuing Lender), or any payment of interest on account thereof,
such Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to such Issuing Lender the portion thereof
previously distributed by such Issuing Lender to it.

                  3.5 Reimbursement Obligation of the Borrowers. The Borrowers
agree to reimburse each Issuing Lender on the Business Day next succeeding the
Business Day on which such Issuing Lender notifies the relevant Borrower of the
date and amount of a draft presented under any Letter of Credit and paid by the
Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by the Issuing Lender in connection
with such payment. Each such payment shall be made to the Issuing Lender at its
address for notices referred to herein in Dollars and in immediately available
funds. Interest shall be payable on any such amounts from the date on which the
relevant draft is paid until payment in full at the rate set forth in (i) until
the Business Day next succeeding the date of the relevant notice, Section
2.15(b) and (ii) thereafter, Section 2.15(d).



                                       45
<PAGE>

                  3.6 Obligations Absolute. Each Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that such Borrower may have or have had against any Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees
with each Issuing Lender that no Issuing Lender shall be responsible for, and
such Borrower's Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among either Borrower
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of either Borrower
against any beneficiary of such Letter of Credit or any such transferee. No
Issuing Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Issuing Lender. Each Borrower agrees that any action taken or omitted by
any Issuing Lender under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York, shall be binding on such
Borrower and shall not result in any liability of such Issuing Lender to such
Borrower.

                  3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the relevant Issuing Lender shall
promptly notify the relevant Borrower of the date and amount thereof. The
responsibility of the relevant Issuing Lender to the relevant Borrower in
connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are substantially in conformity with such Letter of Credit.

                  3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                  3.9 Transitional Provisions. On the Restatement Effective
Date, the certain letters of credit outstanding as of the Restatement Effective
Date (the "Existing Facility Letters of Credit"), (i) shall be deemed to be
Letters of Credit issued pursuant to and in compliance with this Section 3, (ii)
the face amount of such Existing Facility Letters of Credit shall be included in
the calculation of the available L/C Commitment and the Revolving Extensions of
Credit, (iii) the provisions of this Section 3 shall apply thereto, and the
Borrowers and the Revolving Lenders hereunder hereby expressly assume all
obligations with respect to such Letters of Credit and (iv) all liabilities of
the Borrowers with respect to such Existing Facility Letters of Credit shall
constitute Obligations.

                  3.10 Certain Reporting Requirements. Each Issuing Lender will
report in writing to the Administrative Agent (i) on the first Business Day of
each week, the aggregate stated amount of Letters of Credit issued by it and
outstanding as of the last Business Day of the



                                       46
<PAGE>

preceding week and (ii) on or prior to each Business Day on which an Issuing
Lender expects to issue or amend any Letter of Credit, the date of such issuance
or amendment and the aggregate stated amount of Letters of Credit to be issued
by it and outstanding after giving effect to such issuance or amendment (and
such Issuing Lender shall advise the Administrative Agent on such Business Day
whether such issuance or amendment occurred and whether the amount thereof
changed).

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, Holdings and the Borrowers hereby jointly and severally
represent and warrant to the Administrative Agent and each Lender that:

                  4.1 Financial Condition. The audited consolidated balance
sheets of Holdings and its Subsidiaries as at June 2, 2001, and the related
consolidated statements of income and of cash flows for the fiscal year ended on
such date, reported on by and accompanied by an unqualified report from Deloitte
& Touche, present fairly in all material respects the consolidated financial
condition of Holdings and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal year then ended. The unaudited consolidated balance sheet of Holdings as
at August 25, 2001, November 17, 2001 and March 9, 2002, and the related
unaudited consolidated statements of income and cash flows for the three-month
periods ended on such dates, present fairly in all material respects the
consolidated financial condition of Holdings and its consolidated Subsidiaries
as at such date, and the consolidated results of its operations and its
consolidated cash flows for the periods then ended (subject to normal year-end
audit adjustments). All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein). Such financial
statements and the notes thereto disclose all material liabilities, direct or
contingent, of the Group Members that are required to be so disclosed under
GAAP. During the period from June 2, 2001 to and including the date hereof there
has been no Disposition by any Group Member of any material part of its business
or property.

                  4.2 No Change. There has been no material adverse change in
the business, assets, operations or financial condition of Holdings and the
Subsidiaries, taken as a whole, since June 2, 2001.

                  4.3 Existence; Compliance with Law. Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite corporate power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure so to qualify would not have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law except



                                       47
<PAGE>

to the extent that the failure to comply therewith would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  4.4 Power; Authorization; Enforceable Obligations. Each Loan
Party has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and, in the case
of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has
taken all necessary corporate action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and, in the case of
each Borrower, to authorize the obtaining of extensions of credit on the terms
and conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the extensions of credit hereunder
or with the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 4.4, which consents, authorizations,
filings and notices have been obtained or made and are in full force and effect
and (ii) the deliveries and filings referred to in Section 4.17 and in each of
the Security Documents with respect to creating and perfecting security
interests in the Collateral. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  4.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof will not violate
any Requirement of Law or any Contractual Obligation of any Group Member and
will not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security
Documents).

                  4.6 Litigation. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of any Responsible Officer of Holdings or either Borrower, threatened
by or against any Group Member or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) as to which there is a
likelihood of an adverse determination and which, if adversely determined, would
be likely, individually or in the aggregate, to result in a Material Adverse
Effect.

                  4.7 No Default. No Group Member is in default under or with
respect to any of its Contractual Obligations in any respect that would
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

                  4.8 Ownership of Property; Liens. Each Group Member has title
in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in or valid rights to
use, all its other material property (including all material



                                       48
<PAGE>

Intellectual Property) (except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties and assets for their intended purposes), and none of such
property is subject to any Lien except as permitted by Section 7.3. Each Loan
Party has complied with all material obligations under all material leases to
which it is a party and all such leases are in full force and effect. Each Loan
Party enjoys peaceful and undisturbed possession under all such material leases.

                  4.9 Intellectual Property. Each Group Member owns, or is
licensed to use, all Intellectual Property necessary for the conduct of its
business as currently conducted. No material claim has been threatened or has
been asserted and is pending by any Person challenging or questioning the use of
any material Intellectual Property or the validity or effectiveness of any
material Intellectual Property, nor does Holdings or either Borrower know of any
valid basis for any such claim. The use of material Intellectual Property by
each Group Member does not infringe on the rights of any Person in any material
respect.

                  4.10 Taxes. Each Group Member has filed or caused to be filed
all Federal, state and other material tax returns that are required to be filed
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the relevant Group
Member); no tax Lien has been filed, and, to the knowledge of Holdings and the
Borrowers, no claim is being asserted, with respect to any such tax, fee or
other charge.

                  4.11 Federal Regulations. No part of the proceeds of any
Loans, and no other extensions of credit hereunder, will be used for any purpose
which entails a violation of the provisions of the Regulations of the Board,
including Regulations U and X. If requested by any Lender or the Administrative
Agent, each Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

                  4.12 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither Holdings nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a material liability under ERISA, and neither Holdings nor any Commonly
Controlled Entity would become subject to any material liability under ERISA if
Holdings or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date



                                       49
<PAGE>

on which this representation is made or deemed made. No such Multiemployer Plan
is in Reorganization or Insolvent.

                  4.13 Investment Company Act; Other Regulations. No Loan Party
is (a) an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended,
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935. No Loan Party is subject to
regulation under any Requirement of Law (other than Regulation X of the Board)
that limits its ability to incur Indebtedness.

                  4.14 Subsidiaries. As of the Restatement Effective Date, (a)
Schedule 4.14(a) sets forth the name and jurisdiction of incorporation of each
Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) except as set forth in Schedule
4.14(b), there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees or directors and directors' qualifying shares) of any nature relating
to any Capital Stock of either Borrower or any Subsidiary, except as created by
the Loan Documents.

                  4.15 Environmental Matters. Other than exceptions to any of
the following that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect:

                  (a) each Group Member: (i) is, and within the period of all
applicable statutes of limitation has been, in compliance with all applicable
Environmental Laws; (ii) holds all Environmental Permits (each of which is in
full force and effect) required for any of its operations or for any property
owned, leased, or otherwise operated by it; (iii) is, and within all applicable
statutes of limitation has been, in compliance with all of its Environmental
Permits; and (iv) reasonably believes that: each of its Environmental Permits
will be timely renewed and complied with, without material expense; any
additional Environmental Permits that may be required of it will be timely
obtained and complied with, without material expense; and compliance with any
Environmental Law that is or is expected to become applicable to it will be
timely attained and maintained, without material expense;

                  (b) Materials of Environmental Concern are not and have not
been present at, on, under, in, or about any real property now or formerly
owned, leased or operated by any Group Member, or (to the knowledge of any Loan
Party with respect to any third party actions) at any other location (including
without limitation any location to which Materials of Environmental Concern have
been sent for re-use or recycling or for treatment, storage, or disposal) under
conditions which would reasonably be expected to: (i) give rise to liability of
or otherwise result in costs to any Group Member under any applicable
Environmental Law; (ii) interfere with any Group Member's operations; or (iii)
impair the fair saleable value of any real property owned or leased by any Group
Member;

                  (c) there is no judicial, administrative, or arbitral
proceeding (including any notice of violation or alleged violation) under or
relating to any Environmental Law to which a Group Member is, or to the
knowledge of any Loan Party will be, named as a party that is pending or, to the
knowledge of any Loan Party, threatened;



                                       50
<PAGE>

                  (d) no Group Member has received any request for information,
or been notified that it is a potentially responsible party under or relating to
the federal Comprehensive Environmental Response, Compensation, and Liability
Act or any similar Environmental Law, or with respect to any Materials of
Environmental Concern;

                  (e) no Group Member has entered into or agreed to any consent
decree, order, or settlement or other agreement, nor is subject to any judgment,
decree, order or other agreement in any judicial, administrative, or arbitral
forum, relating to compliance with or liability under any applicable
Environmental Law or with respect to any Materials of Environmental Concern; and

                  (f) no Group Member has assumed or retained, by contract or
operation of law, any liabilities, fixed or contingent, under any applicable
Environmental Law or with respect to any Materials of Environmental Concern.

                  4.16 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other report, exhibit, schedule, certificate or
financial statement furnished by or on behalf of any Loan Party to the
Administrative Agent or the Lenders, or any of them, for use in connection with
the transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such report, exhibit, schedule, certificate or
financial statement was so furnished (or, in the case of the Confidential
Information Memorandum, as of the date of the Restatement Effective Date), any
untrue statement of a material fact or, to the knowledge of Holdings and the
Borrowers, omitted to state a material fact necessary to make the statements
contained herein or therein not materially misleading. The projections and pro
forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of
Holdings to be reasonable at the time made, it being recognized by the Lenders
that such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods covered by
such financial information may differ from the projected results set forth
therein by a material amount. There is no fact known to any Loan Party that
would reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential
Information Memorandum or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with
the transactions contemplated hereby and by the other Loan Documents.

                  4.17 Security Documents. (a) The Security Agreements are
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock
described in the Security Agreements, when stock certificates representing such
Pledged Stock are delivered to and maintained by the Administrative Agent, and
in the case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements and other filings specified on Schedule
4.17(a) in appropriate form are filed in the offices specified on Schedule
4.17(a), the Security Agreements shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in the
Pledged Stock and such Collateral covered by and perfected by filing pursuant to
Article 9 of the Uniform Commercial Code and the proceeds thereof, as security
for the Obligations (as defined in the



                                       51
<PAGE>

Security Agreements), in each case prior and superior in right to any other
Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 8.3).

                  (b) Each of the Mortgages is effective to create in favor of
the Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and when the Mortgages are filed in the offices specified on Schedule
4.17(b), each such Mortgage shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in the
Mortgaged Properties and the proceeds thereof, as security for the Obligations
(as defined in the relevant Mortgage), in each case prior and superior in right
to any other Person, except for Liens permitted by Section 8.3. Schedule 1.1B
lists the Mortgaged Properties.

                  (c) No Mortgage encumbers or will encumber improved real
property that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968 and has not been obtained.

                        SECTION 5. CONDITIONS PRECEDENT

                  5.1 Conditions to Restatement Effective Date. The amendment
and restatement of the Existing Credit Agreement to be effected hereby, and the
agreement of each Tranche C Term Lender to make Tranche C Term Loans requested
to be made by it, is subject to the satisfaction, prior to or concurrently with
the making of the Tranche C Term Loans on the Restatement Effective Date, of the
following conditions precedent:

                  (a) Amended and Restated Credit Agreement. The Administrative
         Agent shall have received this Agreement, executed and delivered by the
         Administrative Agent, Holdings, each Borrower, each Lender with a
         Tranche C Term Commitment and Lenders party to the Existing Credit
         Agreement constituting the "Required Lenders" thereunder.

                  (b) Fees. The Lenders and the Administrative Agent shall have
         received all fees required to be paid, and all expenses for which
         invoices have been presented (including the reasonable fees and
         expenses of legal counsel), on or before the Restatement Effective
         Date.

                  (c) Security Documents. The Administrative Agent shall have
         received the Reaffirmation Agreement, executed and delivered by an
         authorized officer of Holdings, each Borrower and each other Loan
         Party.

                  (d) Projections. The Administrative Agent shall have received
         projections of Holdings and its Subsidiaries after giving effect to the
         Stock Repurchase through the Tranche C Maturity Date, together with a
         statement describing the assumptions underlying such projections, in
         form and substance reasonably satisfactory to the Administrative Agent.

                  (e) Stock Repurchase. The Stock Repurchase shall have been
         consummated or arrangements reasonably satisfactory to the
         Administrative Agent shall have been made for the consummation thereof.



                                       52
<PAGE>

                  (f) Closing Certificate. The Administrative Agent shall have
         received a certificate of each Loan Party, dated the Restatement
         Effective Date, substantially in the form of Exhibit C, with
         appropriate insertions and attachments.

                  (g) Legal Opinions. The Administrative Agent shall have
         received the following executed legal opinions:

                           (i) the legal opinion of Davis, Graham & Stubbs LLP,
                  counsel to Holdings and its Subsidiaries, substantially in the
                  form of Exhibit F-1 and dated the Restatement Effective Date,
                  with such changes therein as shall be reasonably requested or
                  approved by the Administrative Agent;

                           (ii) the legal opinion of Ray Sandy Sutton, inhouse
                  counsel to Holdings and its Subsidiaries, substantially in the
                  form of Exhibit F-2 and dated the Restatement Effective Date,
                  with such changes therein as shall be reasonably requested or
                  approved by the Administrative Agent; and

                           (iii) the legal opinion of Simpson Thacher &
                  Bartlett, counsel to the Administrative Agent, substantially
                  in the form of Exhibit F-3, and dated the Restatement
                  Effective Date, as to the enforceability of the Loan
                  Documents.

                  (h) Compliance Certificate. The Administrative Agent shall
         have received a Compliance Certificate containing all information and
         calculations necessary for determining compliance by Holdings after
         giving effect to the Stock Repurchase with the provisions of Section 7
         referred to therein as of the last day of the most recently ended
         fiscal quarter of Holdings for which financial statements are
         available, reasonably satisfactory in form and substance to the
         Administrative Agent.

                  5.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any
date (including the Tranche C Term Loans) is subject to the satisfaction of the
following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by any Loan Party in or pursuant to
         the Loan Documents shall be true and correct in all material respects
         on and as of such date as if made on and as of such date, except for
         representations and warranties expressly stated to relate to a specific
         earlier date, in which case such representations and warranties were
         true and correct in all material respects as of such earlier date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of either
Borrower hereunder shall constitute a representation and warranty by such
Borrower as of the date of such extension of credit that the conditions
contained in this Section 5.2 have been satisfied.



                                       53
<PAGE>

                        SECTION 6. AFFIRMATIVE COVENANTS

                  Holdings and each Borrower hereby jointly and severally agree
that, so long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, each of Holdings and each Borrower shall and
shall cause each of its Subsidiaries to:

                  6.1 Financial Statements. Furnish to the Administrative Agent
and each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of Holdings, a copy of the audited
         consolidated balance sheet of Holdings and its consolidated
         Subsidiaries as at the end of such year and the related audited
         consolidated statements of income and of cash flows for such year,
         setting forth in each case in comparative form the figures for the
         previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, or any other material qualification or exception, by
         Deloitte & Touche or other independent certified public accountants of
         nationally recognized standing; and

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of Holdings, the unaudited consolidated balance sheet of
         Holdings and its consolidated Subsidiaries as at the end of such
         quarter and the related unaudited consolidated statements of income and
         of cash flows for such quarter and the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form the figures for the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

                  6.2 Certificates; Other Information. Furnish to the
Administrative Agent and each Lender (or, in the case of clause (d), to the
relevant Lender):

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 6.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

                  (b) concurrently with the delivery of any financial statements
         pursuant to Section 6.1, (i) a certificate of a Responsible Officer of
         Holdings stating that such Responsible Officer has obtained no
         knowledge of any Default or Event of Default except as specified in
         such certificate and (ii) in the case of quarterly or annual financial
         statements, (x) a Compliance Certificate containing all information and
         calculations necessary for



                                       54
<PAGE>

         determining compliance by Holdings with the provisions of Section 7
         referred to therein as of the last day of the fiscal quarter or fiscal
         year of Holdings, as the case may be, and (y) to the extent not
         previously disclosed to the Administrative Agent, (A) the exact name
         and jurisdiction of incorporation of each Subsidiary formed or acquired
         since the date of the most recent list delivered pursuant to this
         clause (y) (or, in the case of the first such list so delivered after
         the date hereof, since the Restatement Effective Date) and, as to each
         such Subsidiary, the percentage of each class of Capital Stock owned by
         any Loan Party and whether such Subsidiary is a material Subsidiary for
         purposes of Section 6.11(c), and (B) a listing of any change in place
         of organization or any change of exact name with respect to any Loan
         Party, a listing of any material Intellectual Property acquired by any
         Loan Party, and any change in status of a Subsidiary from non-material
         to material or from material to non-material for purposes of Section
         6.11(c), in each case, since the date of the most recent list delivered
         pursuant to this clause (y) (or, in the case of the first such list so
         delivered after the date hereof, since the Restatement Effective Date);

                  (c) within five days after the same are sent, copies of all
         financial statements and reports that Holdings or either Borrower sends
         to the holders of any class of its debt securities or public equity
         securities and, within five days after the same are filed, copies of
         all financial statements and reports that Holdings or either Borrower
         may make to, or file with, the SEC; and

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

                  6.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, including, without
limitation, taxes, except where the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided on the books of the
relevant Group Member.

                  6.4 Maintenance of Existence; Compliance. (a)(i) Preserve,
renew and keep in full force and effect its organizational existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 7.4 and except, in the case of clause
(ii) above, to the extent that failure to do so would not reasonably be expected
to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  6.5 Maintenance of Property; Insurance. (a) Keep all property
necessary and material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and from time to time make, or cause
to be made, all needful and proper repairs, renewals, additions, improvements
and replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times, except in each case
where the failure to do so would not result in a Material Adverse Effect, and
(b) maintain with



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<PAGE>

financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption) as
are usually insured against in the same general area by companies engaged in the
same or a similar business.

                  6.6 Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
subject to confidentiality requirements substantially similar to those set forth
in Section 10.15 hereof, permit representatives of any Lender, upon reasonable
notice (unless an Event of Default has occurred and is continuing), to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records at any reasonable time during normal business hours and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Group Members with officers
and employees of the Group Members and with their independent certified public
accountants and, if requested, participation of a Responsible Officer of
Holdings.

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

                  (a) the occurrence of any Default or Event of Default,
         specifying the nature and extent thereof and the corrective action (if
         any) proposed to be taken with respect thereto;

                  (b) the occurrence of any change in the senior secured debt
         rating of Holdings and the Borrowers by S&P or Moody's;

                  (c) any litigation, investigation or proceeding that may exist
         at any time between any Group Member and any Governmental Authority or
         any other Person, that in either case, if not cured or if adversely
         determined, as the case may be, would reasonably be expected to have a
         Material Adverse Effect;

                  (d) any litigation or proceeding affecting any Group Member
         which questions the validity or enforceability of any Loan Document;

                  (e) the following events, as soon as possible and in any event
         within 30 days after Holdings or either Borrower knows thereof: (i) the
         occurrence of any Reportable Event with respect to any Plan, a failure
         to make any required contribution to a Plan, the creation of any Lien
         in favor of the PBGC or a Plan or any withdrawal from, or the
         termination, Reorganization or Insolvency of, any Multiemployer Plan or
         (ii) the institution of proceedings or the taking of any other action
         by the PBGC or either Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination, Reorganization or Insolvency of, any Plan; and

                  (f) any development or event that has had or would reasonably
         be expected to have a Material Adverse Effect.



                                       56
<PAGE>

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

                  6.8 ERISA. (a) Comply in all material respects with the
applicable provisions of ERISA and (b) furnish to the Administrative Agent and
each Lender (i) as soon as possible, and in any event within 30 days after any
Responsible Officer of Holdings or any ERISA Affiliate either knows or has
reason to know that any Reportable Event has occurred that alone or together
with any other Reportable Event could reasonably be expected to result in
liability of Holdings or the Subsidiaries to the PBGC in an aggregate amount
exceeding $5,000,000, a statement of a Financial Officer of Holdings setting
forth details as to such Reportable Event and the action proposed to be taken
with respect thereto, together with a copy of the notice, if any, of such
Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy
of any notice Holdings or any ERISA Affiliate may receive from the PBGC relating
to the intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate which is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a
trustee to administer any Plan or Plans, (iii) within 10 days after the due date
for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of
failure to make a required installment or other payment with respect to a Plan,
a statement of a Financial Officer of Holdings setting forth details as to such
failure and the action proposed to be taken with respect thereto, together with
a copy of such notice given to the PBGC and (iv) promptly and in any event
within 30 days after receipt thereof by Holdings or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each notice received by Holdings or
any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B)
a determination that a Multiemployer Plan is, or is expected to be, terminated
or in reorganization, in each case within the meaning of Title IV of ERISA.

                  6.9 Use of Proceeds. Use the proceeds of the Loans (other than
the Tranche C Term Loans) for the refinancing of the Existing Credit Facilities,
for acquisitions and for general corporate purposes, including working capital
needs of the Borrowers and their Subsidiaries in the ordinary course of business
and use the proceeds of Revolving Loans and the Tranche C Term Loans to finance
the Stock Repurchase.

                  6.10 Mortgage Amendments. Furnish to the Administrative Agent
within 60 days of the Restatement Effective Date, with respect to each of the
Existing Mortgages, a Mortgage Amendment executed and delivered by a duly
authorized officer of the Loan Party signatory thereto.

                  6.11 Additional Collateral, etc. (a) With respect to any
property acquired after the Closing Date by any Loan Party (other than (i) any
property described in paragraph (b), (c) or (d) below, (ii) any property subject
to a Lien expressly permitted by Section 7.3(g), and (iii) Inventory and
Vehicles (each as defined in the Guarantee and Collateral Agreement)) as to
which the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a security interest in
such property and (ii) take all actions necessary or advisable to grant to the




                                       57
<PAGE>

Administrative Agent, for the benefit of the Lenders, a perfected first priority
security interest (subject to Liens permitted by Section 7.3) in such property,
including the filing of Uniform Commercial Code financing statements (or other
documents such as Patent and Trademark Office filings) in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be
reasonably requested by the Administrative Agent.

                  (b) With respect to any fee interest in any real property
having a value (together with improvements thereof) of at least $10,000,000
acquired after the Closing Date by any Loan Party (other than any such real
property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i)
execute and deliver a first priority Mortgage, in favor of the Administrative
Agent, for the benefit of the Lenders, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as shall
be reasonably specified by the Administrative Agent) as well as, if reasonably
requested by the Administrative Agent as a result of the absence of a legal
description of such real property not reasonably acceptable to the
Administrative Agent, a current ALTA survey or boundary survey, as requested,
thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such Mortgage, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent and (iii) if such real
property is not located in a State where any Mortgaged Property is located (or
if the laws of such State governing security interests in real property have
been modified since the Mortgage of the Mortgaged Property located in such State
was filed) and if reasonably requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

                  (c) (i) With respect to any new material Subsidiary (other
         than an Excluded Foreign Subsidiary or a Subsidiary of Mrs. Cubbison's)
         created or acquired after the Closing Date by any Group Member or any
         Subsidiary which after the Closing Date becomes a material Subsidiary
         (other than an Excluded Foreign Subsidiary or a Subsidiary of Mrs.
         Cubbison's), promptly (A) execute and deliver to the Administrative
         Agent such amendments to the Guarantee and Collateral Agreement as the
         Administrative Agent deems necessary or advisable to grant to the
         Administrative Agent, for the benefit of the Lenders, a perfected first
         priority security interest in the Capital Stock of such new material
         Subsidiary that is owned by any Loan Party, (B) deliver to the
         Administrative Agent the certificates representing such Capital Stock,
         together with undated stock powers, in blank, executed and delivered by
         a duly authorized officer of the relevant Loan Party, (C) cause such
         new material Subsidiary (I) to become a party to the Guarantee and
         Collateral Agreement, (II) to take such actions necessary or advisable
         to grant to the Administrative Agent for the benefit of the Lenders a
         perfected first priority security interest in the Collateral described
         in the Guarantee and Collateral Agreement (subject to Liens permitted
         by Section 7.3) with respect to such new material Subsidiary, including
         the filing of Uniform Commercial Code financing statements in such
         jurisdictions as may be required by the Guarantee and Collateral
         Agreement or by law or as may be reasonably requested by the
         Administrative Agent and (III) to deliver to the Administrative Agent a
         certificate of such new material Subsidiary, substantially in



                                       58
<PAGE>
         the form of Exhibit C, with appropriate insertions and attachments, and
         (D) if requested by the Administrative Agent, deliver to the
         Administrative Agent legal opinions relating to the matters described
         above, which opinions shall be in form and substance, and from counsel,
         reasonably satisfactory to the Administrative Agent.

                  (ii) With respect to Section 6.11(c)(i), Holdings may
         determine in its reasonable discretion whether a Subsidiary is
         material, so long as, at all times, Group Members which in the
         aggregate (i) generate at least 90% of Consolidated EBITDA (excluding
         any Consolidated EBITDA contributed by Mrs. Cubbison's, each Excluded
         Foreign Subsidiary and each of their respective Subsidiaries) and (ii)
         have assets representing at least 90% of the consolidated total assets
         (excluding any assets held by Mrs. Cubbison's, each Excluded Foreign
         Subsidiary and each of their respective Subsidiaries) of Holdings and
         its Subsidiaries, determined on a consolidated basis in accordance with
         GAAP, shall be Loan Parties.

                  (d) With respect to any new material Excluded Foreign
Subsidiary created or acquired after the Closing Date by any Group Member (other
than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement as the Administrative Agent deems necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders,
a perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by any such Group Member (provided that in no event
shall more than 66% of the total outstanding voting Capital Stock of any such
new Subsidiary be required to be so pledged), (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Group Member, and take such other action as may be necessary or, in
the opinion of the Administrative Agent, desirable to perfect the Administrative
Agent's security interest therein, and (iii) if reasonably requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative Agent
(it being understood that, except in the case of any material Excluded Foreign
Subsidiary with a significant value in relation to the consolidated total assets
of Holdings and its Subsidiaries as to which the Administrative Agent has
reasonably requested that additional actions be taken or instruments delivered
to perfect such security interest, the perfection of the pledge of the Capital
Stock of each new material Excluded Foreign Subsidiary will be limited to
delivery of certificates, if any, representing the Capital Stock required to be
pledged, together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of the relevant Group Member, appropriate amendments
to the Guarantee and Collateral Agreement and filings under the Uniform
Commercial Code).

                  (e) The Administrative Agent may in its sole discretion waive
the requirements of Sections 6.11(a) through 6.11(d) inclusive with respect to
any assets, if it determines that the costs of obtaining and perfecting Liens
against such assets are excessive in relation to the value of the security to be
afforded thereby.

                  6.12 Title Insurance Policies. Furnish to Administrative
Agent, in respect of each of the Existing Mortgagee Title Policies an
endorsement or endorsements (collectively, the



                                       59
<PAGE>

"Endorsements") or marked up unconditional binder for the issuance of such
Endorsements within 60 days of the Restatement Effective Date. Each of the
Endorsements shall modify the relevant Existing Mortgage Title Policy to (i)
insure that the Mortgage insured thereby (as amended) continues to be a valid
first Lien on the Mortgaged Property encumbered thereby free and clear of all
defects and encumbrances, except those listed on Schedule B of the Existing
Mortgage Title Policies and those permitted by subsection 7.3 of this Agreement
and such as may be approved by the Administrative Agent; (ii) name the
Administrative Agent for the benefit of the Lenders, including the Tranche C
Term Lenders, as the insured thereunder; and (iii) be in form and substance
reasonably satisfactory to the Administrative Agent. Within 60 days of the
Restatement Effective Date, the Administrative Agent shall have received
evidence reasonably satisfactory to it that all premiums in respect of each of
the Endorsements, and all charges for mortgage recording tax, if any, have been
paid. Within 60 days of the Restatement Effective Date, the Administrative Agent
shall have also received a copy of all recorded documents referred to, or listed
as exceptions to title in, the Endorsements referred to in this subsection and a
copy, certified by such parties as the Administrative Agent may deem reasonably
appropriate, of all other documents affecting the property covered by each
Mortgage as shall have been reasonably requested by the Administrative Agent.

                         SECTION 7. NEGATIVE COVENANTS

                  Holdings and each Borrower hereby jointly and severally agree
that, so long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, each of Holdings and each Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly:

                  7.1 Financial Condition Covenants.

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of Holdings (i) during the period beginning with the fiscal quarter
ending June 2, 2001 through the fiscal quarter ending November 16, 2002 to
exceed 3.00 to 1.00 and (ii) thereafter to exceed 2.75 to 1.00.

                  (b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of Holdings (or, if less, the number of full fiscal quarters subsequent
to the Closing Date) (i) during the period beginning with the fiscal quarter
ending June 2, 2001 through the fiscal quarter ending June 2002 to be less than
4.00 to 1.00 and (ii) thereafter to be less than 5.00 to 1.00

                  (c) Consolidated Net Worth. Permit Consolidated Net Worth at
any time to be less than the sum of (i) $300,000,000 and (ii) 50% of cumulative
Consolidated Net Income for each fiscal quarter of Holdings (beginning with the
fiscal quarter commencing June 3, 2001) for which Consolidated Net Income is
positive.

                  7.2 Indebtedness. Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:



                                       60
<PAGE>
                  (a) Indebtedness of any Loan Party pursuant to any Loan
         Document;

                  (b) Indebtedness of (i) Holdings to any Subsidiary, (ii)
         either Borrower to Holdings or any other Subsidiary and (iii) any
         Subsidiary to Holdings or any other Subsidiary; provided that, the sum
         of the aggregate (A) Indebtedness under this Section 7.2(b)(iii) of any
         Subsidiary that is not a Wholly-Owned Subsidiary Guarantor to Holdings
         or any other Subsidiary, (B) Guarantee Obligations under Section 7.2(c)
         incurred by any Group Member in respect of any Subsidiary that is not a
         Wholly-Owned Subsidiary Guarantor and (C) intercompany Investments
         under Section 7.7(h) by any Group Member in any Subsidiary that is not
         a Wholly-Owned Subsidiary Guarantor, shall not exceed $20,000,000 at
         any one time outstanding;

                  (c) Guarantee Obligations incurred in the ordinary course of
         business by Holdings, either Borrower or any of their respective
         Subsidiaries of obligations of any Subsidiary; provided that, the sum
         of the aggregate (A) Indebtedness under Section 7.2(b)(iii) of any
         Subsidiary that is not a Wholly-Owned Subsidiary Guarantor to Holdings
         or any other Subsidiary, (B) Guarantee Obligations under this Section
         7.2(c) incurred by any Group Member in respect of any Subsidiary that
         is not a Wholly-Owned Subsidiary Guarantor and (C) intercompany
         Investments under Section 7.7(h) by any Group Member in any Subsidiary
         that is not a Wholly-Owned Subsidiary Guarantor, shall not exceed
         $20,000,000 at any one time outstanding;

                  (d) Indebtedness outstanding on the Closing Date and listed on
         Schedule 7.2(d) and any refinancings, refundings, renewals or
         extensions thereof (without increasing, or shortening the maturity of,
         the principal amount thereof);

                  (e) (i) Indebtedness (including, without limitation, Capital
         Lease Obligations) secured by Liens permitted by Section 7.3(g) and
         (ii) Attributable Debt permitted pursuant to Section 7.9, in an
         aggregate principal amount not to exceed $100,000,000 at any one time
         outstanding;

                  (f) (i) Indebtedness of Holdings or either Borrower in respect
         of unsecured notes in an aggregate principal amount not to exceed
         $250,000,000, so long as (A) such Indebtedness has no scheduled
         principal payments prior to July 19, 2007, (B) no covenant or default
         contained in the unsecured notes is more restrictive than those
         contained in this Agreement, as agreed to by the Administrative Agent,
         and (C) if subordinated, the unsecured notes contain subordination
         terms that are no less favorable in any material respect to the Lenders
         than those applicable to offerings of "high-yield" subordinated debt by
         similar issuers of similar debt at the same time as agreed to by the
         Administrative Agent, and (ii) Guarantee Obligations of any Loan Party
         in respect of such Indebtedness, provided that (i) if the unsecured
         notes are subordinated, such Guarantee Obligations are subordinated to
         the same extent as the obligations of the Borrowers in respect of the
         unsecured notes and (ii) such Guarantee Obligations are released before
         or simultaneously with the release of the Liens created pursuant to the
         Security Documents;



                                       61
<PAGE>
                  (g) Hedge Agreements, so long as such agreements are not
         entered into for speculative purposes;

                  (h) Letters of Credit issued in the ordinary course of
         business;

                  (i) Indebtedness pertaining to surety or appeal bonds, bonds
         or deposits to secure the performance of bids, trade contracts and
         leases, letters of credit issued in lieu of such bonds or deposits and
         other obligations of a like nature, in each case incurred in the
         ordinary course of business;

                  (j) any Indebtedness belonging to any Person prior to such
         Person becoming a Subsidiary pursuant to an acquisition permitted by
         the terms of this Agreement; provided, that such Indebtedness is not
         created in contemplation of or in connection with such acquisition; and

                  (k) Indebtedness of any Group Member not set forth in (a)
         through (j) above in an aggregate principal amount (for the Borrowers
         and all Subsidiaries) not to exceed $25,000,000 at any one time
         outstanding.

                  7.3 Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except:

                  (a) Liens for taxes not yet due or that are being contested in
         good faith by appropriate proceedings, provided that adequate reserves
         with respect thereto are maintained on the books of Holdings or its
         Subsidiaries, as the case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other similar statutory Liens arising in the ordinary
         course of business that are not overdue for a period of more than 30
         days or that are being contested in good faith by appropriate
         proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation made in the ordinary course of business;

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

                  (e) zoning restrictions, easements, rights-of-way,
         restrictions and other similar encumbrances incurred in the ordinary
         course of business that, in the aggregate, are not material in amount
         and that do not in any case materially detract from the value of the
         property subject thereto or materially interfere with the ordinary
         conduct of the business of Holdings or any of its Subsidiaries;



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<PAGE>
                  (f) Liens in existence on the date hereof listed on Schedule
         7.3(f), securing Indebtedness permitted by Section 7.2(d), provided
         that no such Lien is extended to cover any additional property after
         the Closing Date and that the amount of Indebtedness secured thereby is
         not increased;

                  (g) Liens securing Indebtedness of Holdings or any other
         Subsidiary incurred pursuant to Section 7.2(e) to finance the
         improvement, construction or acquisition of fixed or capital assets,
         provided that (i) such Liens shall be created substantially
         simultaneously with the acquisition (or construction) of such fixed or
         capital assets, but in any event within 90 days after such acquisition
         (or construction), (ii) such Liens do not at any time encumber any
         property other than the property financed by such Indebtedness and
         (iii) the amount of Indebtedness secured thereby is not increased and
         is in no event greater than 100% of the fair market value of such fixed
         or capital assets;

                  (h) Liens created pursuant to the Security Documents;

                  (i) any interest or title of a lessor under any lease entered
         into by Holdings or any other Subsidiary in the ordinary course of its
         business and covering only the assets so leased;

                  (j) any Lien (including any Lien securing Indebtedness
         permitted pursuant to Section 7.2(j)) existing on any property or asset
         (i) prior to the acquisition thereof by Holdings or any Subsidiary;
         provided, that (A) such Lien is not created in contemplation of or in
         connection with any such acquisition and (B) such Lien does not apply
         to any other property or assets of Holdings or any Subsidiary, or (ii)
         belonging to any Person prior to such Person becoming a Subsidiary
         pursuant to an acquisition permitted by the terms of this Agreement;
         provided, that (A) such Lien is not created in contemplation of or in
         connection with such acquisition and (B) such Lien does not apply to
         any other property or assets of Holdings or any other Subsidiary;

                  (k) any judgment Lien, unless the judgment it secures shall,
         individually or together with other judgments, at the time cause an
         Event of Default under paragraph (h) of Section 8.1;

                  (l) Liens not otherwise permitted by this Section so long as
         neither (i) the aggregate outstanding principal amount of the
         obligations secured thereby nor (ii) the aggregate fair market value
         (determined as of the date such Lien is incurred) of the assets subject
         thereto exceeds (as to Holdings and all Subsidiaries) $20,000,000 at
         any one time; and

                  (m) renewals, replacements or extensions of Liens set forth
         above; provided, that the principal amount of Indebtedness covered by
         such Lien is not increased (except by the amount of interest accrued
         and unpaid on such Indebtedness and secured by such Lien at such time)
         and such Lien is not extended to other property.

                  7.4 Fundamental Changes. Enter into any merger, consolidation
or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:



                                       63
<PAGE>
                  (a) any Subsidiary (other than either Borrower) may be merged
         or consolidated with or into Holdings or either Borrower or with or
         into any Wholly-Owned Subsidiary Guarantor (provided that Holdings,
         either Borrower or the Wholly-Owned Subsidiary Guarantor, as the case
         may be, shall be the continuing or surviving corporation);

                  (b) any Subsidiary may Dispose of any or all of its assets (i)
         to Holdings or either Borrower or any Wholly-Owned Subsidiary Guarantor
         (upon voluntary liquidation or otherwise) or (ii) pursuant to a
         Disposition permitted by Section 7.5; and

                  (c) in the case of Holdings or either Borrower, a merger,
         consolidation or Disposition of all or substantially all of its
         property (other than any such merger, consolidation or Disposition that
         would cause an Event of Default under Section 8(k)) (i) in which
         Holdings or such Borrower, as the case may be, shall be the surviving
         corporation and, in the case of either Borrower, in which such
         surviving corporation and the other Borrower shall each be a
         Wholly-Owned Subsidiary Guarantor or (ii) in which the successor entity
         shall expressly assume all the obligations of Holdings or such Borrower
         hereunder and, in the case of a successor entity to either Borrower,
         such successor entity and the other Borrower shall each be a
         Wholly-Owned Subsidiary Guarantor; provided that after such merger,
         consolidation or Disposition, (x) Holdings or such successor entity of
         Holdings, as applicable, shall be in pro forma compliance with the
         covenants contained in Section 7.1 and (y) the secured senior debt
         rating of Holdings and the Borrowers (or the successor entities) from
         S&P and Moody's shall not be lower than that before such merger,
         consolidation or Disposition; provided, further, at any time either
         Borrower may merge with and into or consolidate with the other
         Borrower.

Any Investment expressly permitted by Section 7.7 may be structured as a merger,
consolidation or amalgamation so long as it complies with the provisions of
Section 6.11 and 7.7.

                  7.5 Disposition of Property. Dispose of any of its property
(including the Capital Stock of any of its Subsidiaries), whether now owned or
hereafter acquired, except:

                  (a) the Disposition of obsolete or worn out property in the
         ordinary course of business;

                  (b) Dispositions of inventory in the ordinary course of
         business;

                  (c) Dispositions expressly permitted by Section 7.4 (other
         than Section 7.4(b)(ii));

                  (d) Dispositions for cash in an amount, or other property
         having a value, not less than the fair market value of such property;
         provided, that (i) if the fair market value of the property so Disposed
         of is equal to or greater than $25,000,000, the Board of Directors of
         the relevant Group Member has determined that the consideration
         received in such Disposition is at least equivalent to such fair market
         value, (ii) unless the fair market value of the property so Disposed is
         less than $5,000,000, cash shall constitute at least 75% of the total
         amount received by the relevant Group Member in respect of such
         Disposed property, and (iii) after giving effect to any such
         Dispositions, Holdings shall be in pro forma compliance with the
         covenants contained in Section 7.1; provided,



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<PAGE>

         further, that notwithstanding the foregoing, operating assets of the
         relevant Group Member may be swapped for operating assets, or a
         combination of cash and operating assets, of any Person so long as the
         Board of Directors of the relevant Group Member has determined that the
         consideration received in such Disposition is at least equivalent to
         such operating asset's fair market value; and

                  (e) Dispositions pursuant to Requirements of Law or orders or
         directives of Governmental Authorities.

Each Disposition under this Section 7.5 shall be required to comply with Section
7.13.

                  7.6 Restricted Payments. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any shares of its Capital Stock or purchase shares of the
Capital Stock of Holdings (the foregoing transactions being collectively called
"Restricted Payments"); provided, that (i) Holdings may declare and pay
dividends payable solely in shares of its common stock, (ii) any Subsidiary may
make Restricted Payments to Holdings (so long as such Restricted Payment is in
cash or in shares of the Capital Stock of such Subsidiary) or another Subsidiary
and (iii) Holdings may make additional Restricted Payments of cash and
securities of Holdings (each, an "Additional Restricted Payment") so long as
immediately after giving effect to any such proposed Additional Restricted
Payment, (A) no Event of Default shall have occurred and be continuing and (B)
the amount of all Additional Restricted Payments made on or after June 3, 2001,
shall not exceed the sum of (x) $100,000,000 and (y) 50% of Consolidated Net
Income for the period beginning on June 3, 2001, and ending on the last day of
the most recent fiscal quarter for which financial statements shall have been
delivered pursuant to Section 6.1 (taken as a single accounting period). For
purposes of the foregoing, each Additional Restricted Payment made in securities
of Holdings shall be valued at the fair market value of such securities at the
time such Additional Restricted Payment is made. Notwithstanding the foregoing,
on or within 10 days of the Restatement Effective Date, the Borrowers may make a
Restricted Payment to Holdings in an aggregate amount equal to the Stock
Repurchase Amount to be used by Holdings in accordance with Section 6.9, and
Holdings may purchase shares of its Capital Stock in connection with the Stock
Repurchase.

                  7.7 Investments. Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock (including any purchase through a merger or consolidation with
Holdings or any of its Subsidiaries), bonds, notes, debentures or other debt
securities of, or any assets constituting a business unit of, or make any other
investment in, any Person (all of the foregoing, "Investments"), except:

                  (a) extensions of trade credit in the ordinary course of
         business;

                  (b) investments in Cash Equivalents;

                  (c) Guarantee Obligations permitted by Section 7.2;

                  (d) travel advances, relocation advances and other loans or
         advances to employees in the ordinary course of business;



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<PAGE>

                  (e) loans to employees not to exceed $10,000,000 in the
         aggregate outstanding at any time to finance purchases from Holdings of
         equity securities;

                  (f) accounts receivable arising and trade credit granted in
         the ordinary course of business and any securities received in
         satisfaction or partial satisfaction thereof from financially troubled
         account debtors to the extent necessary in the judgment of Holdings in
         order to prevent or limit loss;

                  (g) Investments in assets useful in the business of Holdings
         and its Wholly-Owned Subsidiaries made by Holdings or any of its
         Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

                  (h) intercompany Investments by any Group Member in Holdings
         or any Subsidiary or any Person that, prior to such investment, is a
         Subsidiary; provided that, at any time the sum of the aggregate (A)
         Indebtedness under Section 7.2(b)(iii) of any Subsidiary that is not a
         Wholly-Owned Subsidiary Guarantor to Holdings or any other Subsidiary,
         (B) Guarantee Obligations under Section 7.2(c) incurred by any Group
         Member in respect of any Subsidiary that is not a Wholly-Owned
         Subsidiary Guarantor and (C) intercompany Investments under this
         Section 7.7(h) by any Group Member in any Subsidiary that is not a
         Wholly-Owned Subsidiary Guarantor, shall not exceed $20,000,000;

                  (i) in addition to Investments otherwise expressly permitted
         by this Section, Investments by Holdings or any of its Subsidiaries in
         an aggregate amount (valued at cost) not to exceed $25,000,000 during
         the term of this Agreement (measured from the Closing Date);

                  (j) Investments existing on the Closing Date and set forth on
         Schedule 7.7; and

                  (k) so long as no Default or Event of Default has occurred and
         is continuing, acquisitions of all the Capital Stock of any Person or
         of any assets constituting a business unit; provided that (i) the
         Person to be acquired shall be in substantially the same line of
         business as the Borrowers, (ii) upon acquisition, such Person shall be
         a Wholly-Owned Subsidiary of Holdings, (iii) upon acquisition, such
         Person shall become a Subsidiary Guarantor to the extent required by
         Section 6.11(c) and shall take all other actions required by Section
         6.11 and (iv) after giving effect to any such acquisitions, Holdings
         shall be in pro forma compliance with the covenants contained in
         Section 7.1.

                  7.8 Transactions with Affiliates. Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates which are
not Holdings or any Subsidiary, except that as long as no Default or Event of
Default shall have occurred and be continuing, Holdings or any Subsidiary may
engage in any of the foregoing transactions in the ordinary course of business
at prices and on terms and conditions not less favorable to it than could be
obtained on an arm's-length basis from unrelated third parties.

                  7.9 Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing by any Group Member of real or personal
property that has been or is to



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be sold or transferred by such Group Member to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of such Group Member; provided,
that Holdings or any of its Subsidiaries may enter into any sale and lease-back
transaction if (a) at the time of such sale and lease-back transaction no
Default or Event of Default shall have occurred and be continuing, (b) the
proceeds from the sale of the subject property shall be at least equal to 80% of
its fair market value, and (c) the aggregate amount of (i) all Attributable Debt
permitted by virtue of this Section 7.9 and (ii) all Indebtedness permitted
pursuant to Section 7.2(e), shall not exceed $100,000,000.

                  7.10 Changes in Fiscal Periods. Change its fiscal year without
the consent of the Administrative Agent; provided, however, that a Subsidiary
may change its fiscal year to coincide with Holdings' fiscal year without the
consent of the Administrative Agent.

                  7.11 Contractual Restrictions. Enter into any agreement or
amend any agreement in a manner which would directly or indirectly materially
impair the effectiveness of the Security Documents or which would directly or
indirectly impair the value of the Collateral in a material manner.

                  7.12 Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrowers and their respective Subsidiaries are engaged on the date of this
Agreement or that are reasonably related thereto.

                  7.13 Disposition of Subsidiary Stock. Directly or indirectly
Dispose of any shares of Capital Stock of either Borrower (including by the
issuance of Capital Stock) except to a Wholly-Owned Subsidiary Guarantor and
except directors' qualifying shares if required by applicable law.

                          SECTION 8. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) the Borrowers shall fail to pay any principal of any Loan
         or Reimbursement Obligation when due in accordance with the terms
         hereof; or the Borrowers shall fail to pay any interest on any Loan or
         Reimbursement Obligation, or any other amount payable hereunder or
         under any other Loan Document, within five days after any such interest
         or other amount becomes due in accordance with the terms hereof; or

                  (b) any representation or warranty made or deemed made
         pursuant to Section 5.2 by any Loan Party herein or in any other Loan
         Document or that is contained in any report, certificate, financial
         statement or other instrument furnished by a Responsible Officer of a
         Loan Party at any time under or in connection with this Agreement or
         any such other Loan Document shall prove to have been inaccurate in any
         material respect on or as of the date made or deemed made pursuant to
         Section 5.2; or

                  (c) (i) any Loan Party shall default in the observance or
         performance of any agreement contained in clause (i) or (ii) of Section
         6.4(a) (with respect to Holdings and the Borrowers only), Section
         6.7(a) or Section 7 of this Agreement or Sections 5.5 and



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         5.7(b) of the Guarantee and Collateral Agreement or (ii) an "Event of
         Default" under and as defined in any Mortgage shall have occurred and
         be continuing; or

                  (d) any Loan Party shall default in the observance or
         performance of any other agreement contained in this Agreement or any
         other Loan Document (other than as provided in paragraphs (a) through
         (c) of this Section), and such default shall continue unremedied for a
         period of 30 days after notice to the Borrowers from the Administrative
         Agent or the Required Lenders; or

                  (e) any Group Member shall (i) default in making any payment
         of any principal of any Indebtedness (including any Guarantee
         Obligation, but excluding the Loans) on the scheduled or original due
         date with respect thereto; or (ii) default in making any payment of any
         interest on any such Indebtedness beyond the period of grace, if any,
         provided in the instrument or agreement under which such Indebtedness
         was created; or (iii) default in the observance or performance of any
         other agreement or condition relating to any such Indebtedness or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or beneficiary of such Indebtedness (or a trustee
         or agent on behalf of such holder or beneficiary) to cause, with the
         giving of notice if required, such Indebtedness to become due prior to
         its stated maturity or (in the case of any such Indebtedness
         constituting a Guarantee Obligation) to become payable; provided, that
         a default, event or condition described in clause (i), (ii) or (iii) of
         this paragraph (e) shall not at any time constitute an Event of Default
         unless, at such time, one or more defaults, events or conditions of the
         type described in clauses (i), (ii) and (iii) of this paragraph (e)
         shall have occurred and be continuing with respect to Indebtedness the
         outstanding principal amount of which exceeds in the aggregate
         $15,000,000; or

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



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<PAGE>

         generally not, or shall be unable to, or shall admit in writing its
         inability to, pay its debts as they become due; or

                  (g) (i) any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of any Group Member or any Commonly
         Controlled Entity, (iii) a Reportable Event shall occur with respect
         to, or proceedings shall commence to have a trustee appointed, or a
         trustee shall be appointed, to administer or to terminate, any Single
         Employer Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) any Group Member or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vi) above, such event or condition, together with all other such
         events or conditions, if any, could, in the sole judgment of the
         Required Lenders, reasonably be expected to have a Material Adverse
         Effect; or

                  (h) one or more judgments or decrees shall be entered against
         any Group Member involving in the aggregate a liability (not paid or
         covered by insurance as to which the relevant insurance company has
         acknowledged coverage) of $15,000,000 or more, and all such judgments
         or decrees shall not have been vacated, discharged, stayed or bonded
         pending appeal within 30 days from the entry thereof; or

                  (i) any of the Security Documents shall cease, for any reason,
         to be in full force and effect, or any Loan Party or any Affiliate of
         any Loan Party shall so assert, or any Lien created by any of the
         Security Documents shall cease to be enforceable and of the same effect
         and priority purported to be created thereby; or

                  (j) the guarantee contained in Section 2 of the Guarantee and
         Collateral Agreement shall cease, for any reason, to be in full force
         and effect or any Loan Party or any Affiliate of any Loan Party shall
         so assert; or

                  (k) (i) any Person (other than Holdings) or group (within the
         meaning of Rule 13d-5 of the Securities and Exchange Commission as in
         effect on the date hereof) shall own, directly or indirectly,
         beneficially or of record, shares representing more than 50% of the
         aggregate ordinary voting power represented by the issued and
         outstanding Capital Stock of Holdings or either Borrower; or (ii) a
         change shall occur during any period in the Board of Directors of
         Holdings or either Borrower in which the individuals who constituted
         the Board of Directors of Holdings or such Borrower at the beginning of
         such period (together with any other director whose election by the
         Board of Directors of Holdings or such Borrower or whose nomination for
         election by the stockholders of Holdings or such Borrower was approved
         by a vote of at least two-thirds of the directors



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<PAGE>

         then in office who either were directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the
         directors of Holdings or such Borrower then in office;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to Holdings or either
Borrower, automatically the Commitments shall immediately terminate and the
Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrowers
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrowers,
declare the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrowers shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrowers hereunder and
under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrowers hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the relevant Borrower (or such
other Person as may be lawfully entitled thereto). Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived by the Borrowers.

                             SECTION 9. THE AGENTS

                  9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly 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.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary



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relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

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

                  9.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final decision of a court of competent jurisdiction to have resulted from its
or such Person's own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure
of any Loan Party a party thereto to perform its obligations hereunder or
thereunder. The Agents shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

                  9.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Holdings or the Borrowers),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.



                                       71
<PAGE>

                  9.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender,
Holdings or either Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default". In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders (or, if
so specified by this Agreement, all Lenders); provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

                  9.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents 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 business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

                  9.7 Indemnification. The Lenders agree to indemnify each Agent
in its capacity as such (to the extent not reimbursed by Holdings or the
Borrowers and without limiting the obligation of Holdings or the Borrowers to do
so), ratably according to their respective Aggregate Exposure Percentages in
effect on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or



                                       72
<PAGE>

arising out of, the Commitments, this Agreement, any of the other Loan Documents
or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

                  9.8 Agent in Its Individual Capacity. Each Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

                  9.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrowers. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section
8(f) with respect to the Borrowers shall have occurred and be continuing) be
subject to approval by the Borrowers (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  9.10 Co-Documentation Agents and Syndication Agent. None of
the Co-Documentation Agents nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

                           SECTION 10. MISCELLANEOUS

                  10.1 Amendments and Waivers. (a) Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be waived, amended,
supplemented or otherwise modified except in accordance with the provisions of
this Section 10.1. The Required Lenders



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and each Loan Party party to the relevant Loan Document may, or, with the
written consent of the Required Lenders, the Administrative Agent and each Loan
Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Loan Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce the principal amount, subordinate
the principal of or extend the final scheduled date of maturity of any Loan,
reduce the amount or extend the date of any scheduled amortization payment in
respect of any Term Loan, reduce the stated rate of any interest or fee payable
hereunder (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates (which waiver shall be effective with
the consent of the Majority Facility Lenders of each adversely affected
Facility) and (y) that any amendment or modification of defined terms used in
the financial covenants in this Agreement shall not constitute a reduction in
the rate of interest or fees for purposes of this clause (i)) or extend the date
of any scheduled payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) consent to the assignment
or transfer by either Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents (other than, except for any guarantee
obligation, an assignment or transfer from Brands to Brands West or from Brands
West to Brands) without the written consent of all Lenders, (iii) release or
subordinate all or substantially all of the Collateral, release all or
substantially all of the Subsidiary Guarantors from their obligations or release
or subordinate all or substantially all of the "Guarantor Obligations" (as
defined under the Guarantee and Collateral Agreement) of any Guarantor, in each
case, under the Guarantee and Collateral Agreement or any other Security
Document, without the written consent of all Lenders; (iv) amend, modify or
waive any provision of Section 2.11(b), 2.12(d) or 2.18(a), (b) or (c) without
the written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby; (v) change any of the provisions of this Section,
the definition of "Required Lenders" or "Majority Facility Lenders" (with
respect to any Facility) or any other provision of any Loan Document specifying
the number or percentage of Lenders (or Lenders under any Facility) required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender (or each
Lender under such Facility, as the case may be); (vi) amend, modify or waive any
provision of Section 9 without the written consent of the Administrative Agent;
(vii) amend, modify or waive any provision of Section 2.6 or 2.7 without the
written consent of the Swingline Lender; or (viii) amend, modify or waive any
provision of Section 3 without the written consent of each then Issuing Lender.
Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the
Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.



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<PAGE>

                  (b) Notwithstanding the foregoing, this Agreement may be
amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrowers (i) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Term Loans, the Competitive Bid Loans and the
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (ii) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility
Lenders.

                  10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrowers and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

     Holdings and the Borrowers:           12 East Armour Boulevard
                                           P.O. Box 419627
                                           Kansas City, Missouri 64141
                                           Attention: Paul Yarick,
                                           Vice President and Treasurer
                                           Telecopy: 816-502-4232
                                           Telephone: 816-502-4164

     Administrative Agent:                 One Chase Manhattan Plaza
                                           8th Floor
                                           New York, New York 10005
                                           Attention: Janet Belden
                                           Telecopy: (212) 552-5658
                                           Telephone: (212) 552-7277

                                           with a copy to:

                                           JPMorgan Chase Bank
                                           227 West Monroe Street
                                           Suite 2700
                                           Chicago, Illinois  60606
                                           Attention: Robert Krasnow
                                           Telecopy No. (312) 541-6221
                                           Telephone: (312) 541-4211

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.



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<PAGE>

                  10.3 No Waiver; Cumulative Remedies. No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
Section 10.1, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default or Event of Default,
regardless of whether the Administrative Agent or any Lender may have had notice
or knowledge of such Default at the time.

                  10.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  10.5 Payment of Expenses and Taxes. The Borrowers agree (a) to
pay or reimburse the Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements
of counsel to the Administrative Agent and filing and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the
Borrowers prior to the Restatement Effective Date (in the case of amounts to be
paid on the Restatement Effective Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Administrative Agent shall
deem appropriate, (b) to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Administrative Agent, including all such costs and
expenses incurred during any work-out, restructuring or negotiations in respect
of the Loans, (c) to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents related
thereto, and (d) to pay, indemnify, and hold each Lender and the Administrative
Agent and their respective officers, directors, employees, Affiliates, advisors,
agents and controlling persons (each, an "Indemnitee") harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever



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<PAGE>

which (if such liabilities, damages, obligations, losses, penalties, actions,
judgments, suits, costs and expenses arise in a judicial forum) are found in a
final judgment by a court of competent jurisdiction incurred by or asserted
against any Indemnitee arising out of any third person claim, litigation,
investigation or proceeding with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan
Documents and any such other documents related thereto, including any of the
foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of any Group Member or any of the properties and the reasonable fees
and expenses of legal counsel in connection with such claims, actions or
proceedings (a "Third Party Claim") (all the foregoing in this clause (d),
collectively, the "Indemnified Liabilities") and to reimburse each Indemnitee
upon demand for any legal or other expenses incurred in connection with
investigating or defending any of the foregoing; provided, that the Borrowers
shall have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee; provided
further, that (i) each Indemnitee shall promptly notify the Borrowers in writing
upon becoming aware of the initiation of any Third Party Claim against it, (ii)
the Borrowers shall be entitled to participate in the defense of any such Third
Party Claim and, if the Borrowers so choose, to assume the defense, at the
Borrowers' expense, of any such Third Party Claim with counsel selected by the
Borrowers (it being understood that any Indemnitee shall have the right to
participate in such defense and employ counsel separate from the counsel
employed by the Borrowers, and that such counsel shall be at the expense of such
Indemnitee unless such Indemnitee shall have been advised by counsel that there
may be legal defenses available to it that are inconsistent with or in addition
to those available to the Borrowers, in which case such counsel shall be at the
Borrowers' expense), (iii) no Borrower shall settle any Third Party Claim
without the Indemnitee's prior written consent (which consent shall not be
unreasonably withheld) and (iv) no Indemnitee shall settle any Third Party Claim
without the Borrowers' prior written consent (which consent shall not be
unreasonably withheld). Without limiting the foregoing, and to the extent
permitted by applicable law, Holdings and the Borrowers each agree not to assert
and to cause its Subsidiaries not to assert, and hereby waive and agree to cause
its Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 10.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by the Borrowers pursuant to this Section 10.5 shall be submitted to
JPMorgan Chase Bank, One Chase Manhattan Plaza, New York, New York 10005,
Attention: Janet Belden (Telephone No. (212) 552-7277) (Telecopy No. (212)
552-5658), at the address of the Borrowers set forth in Section 10.2, or to such
other Person or address as may be hereafter designated by the Borrowers in a
written notice to the Administrative Agent. The agreements in this Section 10.5
shall survive repayment of the Loans and all other amounts payable hereunder.
The agreements in this Section 10.5 shall survive the assignment of Loans and
Commitments hereunder.

                  10.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of Holdings,
the Borrowers, the Lenders, the Administrative Agent, all future holders of the
Loans and their respective




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<PAGE>

successors and assigns, except that no Borrower may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of each Lender (other than, except for any guarantee obligation, an assignment
or transfer from Brands to Brands West or from Brands West to Brands).

                  (b) Any Lender other than any Conduit Lender may, without the
consent of the Borrowers, in accordance with applicable law, at any time sell to
one or more banks, financial institutions or other entities (each, a
"Participant") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrowers and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Loans or any fees payable hereunder, or postpone the date of
the final maturity of the Loans, in each case to the extent subject to such
participation. The Borrowers agree that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 10.7(a) as fully as if it were a Lender
hereunder. The Borrowers also agree that each Participant shall be entitled to
the benefits of Sections 2.19, 2.20 and 2.21 with respect to its participation
in the Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that, in the case of Section 2.20, such Participant shall have
complied with the requirements of said Section and provided, further, that no
Participant shall be entitled to receive any greater amount pursuant to any such
Section than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.

                  (c) Any Lender other than any Conduit Lender (an "Assignor")
may, in accordance with applicable law, at any time and from time to time assign
to any Lender or any Lender Affiliate or, with the consent of the Borrowers and
the Administrative Agent (which, in each case, shall not be unreasonably
withheld or delayed) and, in the case of any assignment of Revolving Loans and
Revolving Commitments, with the consent of the Issuing Lenders (which shall not
be unreasonably withheld or delayed), to an additional bank, financial
institution or other entity (other than Holdings, the Borrowers or any Affiliate
thereof) (an "Assignee") all or any part of its rights and obligations under
this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, executed by such Assignee, such Assignor and any other Person whose
consent is required pursuant to this paragraph, and delivered to the


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<PAGE>

Administrative Agent for its acceptance and recording in the Register; provided
that, unless otherwise agreed by the Borrowers and the Administrative Agent, no
such assignment to an Assignee (other than any Lender or any Lender Affiliate)
shall be in an aggregate principal amount of less than $5,000,000 (or, in the
case of the Tranche B Term Facility and the Tranche C Term Facility,
$1,000,000), in each case except in the case of an assignment of all of a
Lender's interests under this Agreement. For purposes of the proviso contained
in the preceding sentence, the amount described therein shall be aggregated in
respect of each Lender and its Lender Affiliates, if any. Any such assignment
need not be ratable as among the Facilities. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Commitment and/or Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of an
Assignor's rights and obligations under this Agreement, such Assignor shall
cease to be a party hereto). Notwithstanding any provision of this Section 10.6,
the consent of the Borrowers shall not be required for any assignment that
occurs when an Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, any Conduit Lender may assign at any time to its
designating Lender hereunder without the consent of the Borrowers or the
Administrative Agent any or all of the Loans it may have funded hereunder and
pursuant to its designation agreement and without regard to the limitations set
forth in the first sentence of this Section 10.6(c). Notwithstanding the
foregoing, any Revolving Lender assigning rights and obligations under this
Agreement may retain any Competitive Bid Loans made by it outstanding at such
time and in such case shall retain its rights hereunder in respect of any Loans
so retained until such Loans have been repaid in full in accordance with this
Agreement.

                  (d) The Administrative Agent shall, on behalf of the
Borrowers, maintain at its address referred to in Section 10.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitment of,
and the principal amount of the Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrowers, each other Loan Party, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register as
the owner of the Loans and any Notes evidencing the Loans recorded therein for
all purposes of this Agreement. Any assignment of any Loan, whether or not
evidenced by a Note, shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of a Loan evidenced by a
Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly
executed Assignment and Acceptance, and thereupon one or more new Notes shall be
issued to the designated Assignee.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an Assignor, an Assignee and any other Person whose consent is required by
Section 10.6(c), together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) record



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the information contained therein in the Register on the effective date
determined pursuant thereto.

                  (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment (i)
by a Lender to any Federal Reserve Bank in accordance with applicable law or
(ii) by a Lender which is a Farm Credit System entity, to the Farm Credit
Funding Corp. or other appropriate funding sources and entities within the Farm
Credit System in accordance with applicable law.

                  (g) The Borrowers, upon receipt of written notice from the
relevant Lender, agree to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (f) above.

                  (h) Each of Holdings, each Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

                  (i) In the event that S&P or Moody's shall, after the date
that any Lender becomes a Lender, downgrade the long-term certificate deposit
ratings or long-term senior unsecured debt ratings of such Lender (or the parent
company thereof), and the resulting ratings shall be BBB+ or lower by S&P or
Baal or lower by Moody's, then the Issuing Lenders shall have the right, but not
the obligation, at the Borrowers' expense, upon notice to such Lender, the
Administrative Agent and the Borrowers, to replace (or to request the Borrowers,
at the Borrowers' expense, to use their reasonable efforts to replace) such
Lender with respect to such Lender's Commitment with an assignee (in accordance
with and subject to the restrictions contained in this Section 10.6, including
the right of the Borrowers and the Administrative Agent to consent to the
identity of such assignee (which consent shall not be unreasonably withheld)),
and such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in this Section 10.6)
all its interests, rights and obligations in respect of its Commitment to such
assignee; provided, however, that (i) no such assignment shall conflict with any
law, rule and regulation or order of any Governmental Authority and (i) such
assignee shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest and fees accrued to the date of
payment on the Loans of such Lender hereunder.

                  10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefitted
Lender") shall, at any time after the Loans and other amounts payable hereunder
shall immediately become due and payable pursuant to Section



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<PAGE>

8, receive any payment of all or part of the Obligations owing to it, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
8(f), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of the Obligations
owing to such other Lender, such Benefitted Lender (i) shall as promptly as
practicable notify the Administrative Agent and the other Lenders in writing of
its status as a Benefitted Lender and (ii) shall purchase for cash from the
other Lenders a participating interest in such portion of the Obligations owing
to each such other Lender, or shall provide such other Lenders with the benefits
of any such collateral, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral 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.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Holdings or the Borrowers, any such notice being expressly waived by Holdings
and the Borrowers to the extent permitted by applicable law, upon any amount
becoming due and payable by Holdings or the Borrowers hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of Holdings or either Borrower, as the case may be. Each Lender agrees
promptly to notify the relevant Borrower and the Administrative Agent after any
such setoff and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such setoff and application.

                  10.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrowers and the Administrative Agent.

                  10.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of Holdings, the Borrowers, the Administrative
Agent and the Lenders with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or warranties by the
Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.



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                  10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  10.12 Submission To Jurisdiction; Waivers. Each of Holdings
and each Borrower hereby irrevocably and unconditionally:

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

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

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to Holdings or the Borrowers, as the case may be at its
         address set forth in Section 10.2 or at such other address of which the
         Administrative Agent shall have been notified pursuant thereto;

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

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  10.13 Acknowledgements. Each of Holdings and each Borrower
hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to Holdings or either Borrower
         arising out of or in connection with this Agreement or any of the other
         Loan Documents, and the relationship between Administrative Agent and
         Lenders, on one hand, and Holdings and the Borrowers, on the other
         hand, in connection herewith or therewith is solely that of debtor and
         creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among Holdings, the Borrowers
         and the Lenders.



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<PAGE>

                  10.14 Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 10.1) to take any action requested by either Borrower having the
effect of releasing any Collateral or guarantee obligations (i) to the extent
necessary to permit consummation of any transaction not prohibited by any Loan
Document or that has been consented to in accordance with Section 10.1 or (ii)
under the circumstances described in paragraph (b) below.

                  (b) At such time as the Loans, the Reimbursement Obligations
and the other obligations under the Loan Documents (other than obligations under
or in respect of Hedge Agreements) shall have been paid in full, the Commitments
have been terminated and no Letters of Credit shall be outstanding, the
Collateral shall be released from the Liens created by the Security Documents,
and the Security Documents and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and each Loan
Party under the Security Documents shall terminate and be of no further force or
effect, all without delivery of any instrument or performance of any act by any
Person.

                  10.15 Confidentiality. (a) Each of the Administrative Agent
and each Lender agrees to keep confidential, and to not publish, disclose or
otherwise divulge to any Person, all non-public materials, reports,
certificates, documents and other information provided to it by any Group Member
pursuant to this Agreement that is designated by such Group Member as
confidential (the "Information"), and to cause its respective officers,
directors, employees, agents and representatives to keep confidential (including
for purposes of Regulation FD), and to not publish, disclose or otherwise
divulge to any Person, the Information, except that the Administrative Agent and
each Lender shall be permitted to disclose the Information (i) to such of its,
or any of its Affiliates', officers, directors, employees, agents and
representatives as need to know such Information in connection with the
servicing and protection of its interests in respect of its Loans and
Commitments, the Loan Documents and the transactions contemplated hereby and
thereby; (ii) to the extent required by applicable laws and regulations or by
any subpoena or similar legal process, or requested by any regulatory authority
or Governmental Authority having jurisdiction over it; provided, that, if, and
to the extent, permitted by law and if reasonably practicable, such
Administrative Agent or Lender first provides to Holdings and the Borrowers
notice of such subpoena or request and gives Holdings and the Borrowers an
opportunity to contest such subpoena or request; (iii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Agreement, (B) becomes available to the Administrative Agent or such
Lender, as applicable, on a non-confidential basis from a source other than any
Group Member or (C) was available to the Administrative Agent or such Lender, as
applicable, on a non-confidential basis prior to its disclosure to the
Administrative Agent or such Lender, as applicable, by a Group Member; (iv) to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 10.15) or (v) to the extent the
applicable Group Member shall have consented to such disclosure in writing.

                  (b) Each of the Administrative Agent and each Lender agrees
that it will use the Information only for purposes related to the transactions
contemplated hereby; provided that (i)



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if the conditions referred to in any of subclauses (A) through (C) of clause
(iii) above are met, the Administrative Agent or such Lender, as applicable, may
otherwise use the Information and (ii) if the Administrative Agent or such
Lender, as applicable, is otherwise a creditor of any Group Member, the
Administrative Agent or such Lender, as applicable, may use the Information in
connection with its other credits to such Group Member, as applicable.

                  (c) Each of the Administrative Agent and each Lender agrees
that it will not disclose any of the Information to any actual or prospective
assignee of or participant in any rights of such Lender under this Agreement
unless such actual or prospective assignee or participant first executes and
delivers to such Lender a confidentiality letter containing substantially the
undertakings set forth in this Section.

                  10.16 WAIVERS OF JURY TRIAL. HOLDINGS, EACH BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  10.17 Joint and Several Liability. Any and all obligations and
liabilities of either Borrower under this Agreement shall be the joint and
several obligation and the joint and several liability of the Borrowers.





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<PAGE>

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

                                INTERSTATE BAKERIES CORPORATION, as a Guarantor

                                By: /s/ PAUL E. YARICK
                                    --------------------------------------------
                                    Name: Paul E. Yarick
                                    Title: Vice President and Treasurer


                                INTERSTATE BRANDS CORPORATION, as a Borrower

                                By: /s/ PAUL E. YARICK
                                    --------------------------------------------
                                    Name: Paul E. Yarick
                                    Title: Vice President and Treasurer


                                INTERSTATE BRANDS WEST CORPORATION, as a
                                Borrower

                                By: PAUL E. YARICK
                                    --------------------------------------------
                                    Name: Paul E. Yarick
                                    Title: Vice President and Treasurer


                                JPMORGAN CHASE BANK, as Administrative Agent and
                                as a Lender

                                By: /s/ ROBERT A. KRASNOW
                                    --------------------------------------------
                                    Name: Robert A. Krasnow
                                    Title: Vice President


                                BANK OF AMERICA, N.A., as the Syndication Agent
                                and as a Lender

                                By: /s/ WILLIAM F. SWEENEY
                                    --------------------------------------------
                                    Name: William F. Sweeney
                                    Title: Managing Director


                                THE BANK OF NOVA SCOTIA, as a Co-Documentation
                                Agent and as a Lender

                                By: /s/ M.D. SMITH
                                    --------------------------------------------
                                    Name: M.D. Smith
                                    Title: Agent, Loan Operations




                                       85
<PAGE>

                                BNP PARIBAS, as a Co-Documentation Agent and as
                                a Lender

                                By: /s/ THOMAS H. AMBROSE
                                    --------------------------------------------
                                    Name: Thomas H. Ambrose
                                    Title: Director


                                By: /s/ CHRISTINE L. HOWATT
                                    --------------------------------------------
                                    Name: Christine L. Howatt
                                    Title: Director



                                COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                                B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                                as a Co-Documentation Agent and as a Lender

                                By: /s/ THOMAS F. KELLY
                                    --------------------------------------------
                                    Name: Thomas F. Kelly
                                    Title: Vice President


                                SUNTRUST BANK, as a Co-Documentation Agent and
                                as a Lender

                                By: /s/ MICHAEL PUGSLY
                                    --------------------------------------------
                                    Name: Michael Pugsly
                                    Title: Vice President



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