4.1(d)** Amended and Restated  Credit  Agreement  dated December 13, 2000
          among the Registrant, Fleet Retail Financial Inc, and Bank of America,
          N.A. as agents and the lendors set forth therein.




                      AMENDED AND RESTATED CREDIT AGREEMENT

                                  $251,650,000

                                      Among

         WICKES INC. (formerly Wickes Lumber Company) (the "Borrower"),
                                   as Borrower

                       EACH OF THE FINANCIAL INSTITUTIONS
                          INITIALLY A SIGNATORY HERETO,
                          TOGETHER WITH THOSE ASSIGNEES
                  PURSUANT TO SECTION 11.6 HEREOF ("Lenders"),
                                   as Lenders

                            FLEET RETAIL FINANCE INC.
                      as Administrative Agent (the "Agent")

                               FLEET NATIONAL BANK
                                 as Issuing Bank

                                       and

               BANK OF AMERICA, N.A., (the "Documentation Agent")
                             as Documentation Agent




                          Dated as of December 13, 2000


<PAGE>






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>    <C>

ARTICLE 1...............................................................................................DEFINITIONS     1

         1.1      General Definitions.............................................................................1

         1.2      Accounting Terms and Determinations............................................................20

         1.3      Other Defined Terms............................................................................20


ARTICLE 2...........................................................................................REVOLVING LOANS     20

         2.1      Revolving Commitments..........................................................................20

         2.2      Borrowing of Revolving Loans...................................................................21

         2.3      Settlement of Lender Advances and Repayments...................................................23

         2.4      Periodic Settlement of Agent Advances and Repayments...........................................23

         2.5      Defaulting Lenders.............................................................................24

         2.6      Mandatory Payments; Reduction of Commitments...................................................25

         2.7      Maintenance of Loan Account; Statements of Account.............................................25

         2.8      Payment Procedures.............................................................................26

         2.9      Collection of Accounts.........................................................................26

         2.10     Application of Payments........................................................................26


ARTICLE 3.........................................................................................LETTERS OF CREDIT     27

         3.1      Issuance of Letters of Credit..................................................................27

         3.2      Terms of Letters of Credit.....................................................................28

         3.3      Revolving Lenders' Participation...............................................................28

         3.4      Notice of Issuance.............................................................................28

         3.5      Payment of Amounts Drawn Under Letters of Credit...............................................29

         3.6      Payment by Revolving Lenders...................................................................29

         3.7      Nature of Issuing Bank's Duties................................................................29

         3.8      Obligations Absolute...........................................................................30


ARTICLE 4............................................................................................The Term Loans     31

         4.1      Commitment to Make Term Loan...................................................................31
                  ----------------------------
<PAGE>

         4.2      Term Notes.....................................................................................31
                  ----------

         4.3      Repayment of Term Loan.........................................................................31
                  ----------------------

         4.4      Mandatory Prepayments..........................................................................32
                  ---------------------

         4.5      Optional Prepayments of Term Loans.............................................................33


ARTICLE 5...............................................................................INTEREST, FEES AND EXPENSES     33

         5.1      Interest on Base Rate Loans....................................................................33

         5.2      Interest on Eurodollar Rate Loans..............................................................34

         5.3      Interest After Event of Default................................................................36

         5.4      Reimbursement of Expenses......................................................................36

         5.5      Unused Line Fee................................................................................36

         5.6      Letter of Credit Fees..........................................................................36

         5.7      Special Provisions Relating to Eurodollar Rate Loans...........................................37

         5.8      Indemnification in Certain Events..............................................................40

         5.9      Net Payments...................................................................................41

         5.10     Affected Lenders...............................................................................42

         5.11     Sharing of Payments............................................................................43

         5.12     Calculations...................................................................................43


ARTICLE 6......................................................................................CONDITIONS PRECEDENT     44

         6.1      Conditions Precedent to Effectiveness..........................................................44

         6.2      Conditions Precedent to Effectiveness and to Each Revolving Loan and Letter of Credit..........45


ARTICLE 7............................................................................REPRESENTATIONS AND WARRANTIES     46

         7.1      Organization and Qualification.................................................................46

         7.2      Authority......................................................................................46

         7.3      Enforceability.................................................................................46

         7.4      No Conflict....................................................................................46

         7.5      Consents and Filings...........................................................................47

         7.6      Financial Data.................................................................................47

         7.7      Subsidiaries...................................................................................47
<PAGE>

         7.8      No Judgment or Litigation......................................................................47

         7.9      No Defaults....................................................................................48

         7.10     Labor Matters..................................................................................48

         7.11     Compliance with Law............................................................................48

         7.12     ERISA..........................................................................................48

         7.13     Compliance with Environmental Laws.............................................................49

         7.14     Intellectual Property..........................................................................49

         7.15     Licenses and Permits...........................................................................50

         7.16     Title to Property..............................................................................50

         7.17     Investment Company.............................................................................50

         7.18     Taxes and Tax Returns..........................................................................50

         7.19     Material Contracts.............................................................................51

         7.20     Affiliate Transactions.........................................................................51

         7.21     Accuracy and Completeness of Information.......................................................51

         7.22     Recording Taxes................................................................................52

         7.23     Solvency.......................................................................................52

         7.24     No Change......................................................................................52


ARTICLE 8.....................................................................................AFFIRMATIVE COVENANTS     52

         8.1      Financial Reporting............................................................................52

         8.2      Collateral Reporting...........................................................................54

         8.3      Notification Requirements......................................................................55

         8.4      Corporate Existence............................................................................57

         8.5      ERISA..........................................................................................58

         8.6      Environmental and Other Matters................................................................58

         8.7      Insurance; Casualty Loss.......................................................................58

         8.8      Taxes..........................................................................................59

         8.9      Compliance With Laws...........................................................................59

         8.10     Use of Proceeds................................................................................60

         8.11     Fiscal Year....................................................................................60

         8.12     Intellectual Property..........................................................................60

         8.13     Maintenance of Property........................................................................60
<PAGE>

         8.14     Books and Records; Inspections; Field Audits...................................................60

         8.15     Further Assurances.............................................................................61

         8.16     Secured Interest Rate Agreements...............................................................61


ARTICLE 9........................................................................................NEGATIVE COVENANTS     62

         9.1      Unused Availability............................................................................62

         9.2      Minimum Consolidated Net Worth.................................................................62

         9.3      Capital Expenditures...........................................................................62

         9.4      Additional Indebtedness........................................................................63

         9.5      Liens..........................................................................................63

         9.6      Sale of Assets.................................................................................65

         9.7      Corporate Changes..............................................................................65

         9.8      Guaranties.....................................................................................65

         9.9      Restricted Payments............................................................................65

         9.10     Investments....................................................................................66

         9.11     Affiliate Transactions.........................................................................67

         9.12     Prohibited Transactions Under ERISA............................................................67

         9.13     Additional Bank Accounts.......................................................................68

         9.14     Excess Cash....................................................................................69

         9.15     Material Amendments of Material Contracts......................................................69

         9.16     Additional Negative Pledges....................................................................69

         9.17     Additional Subsidiaries; Acquisitions..........................................................69

         9.18     Hedging Transactions...........................................................................71

         9.19     Activities of Subsidiaries.....................................................................71


ARTICLE 10...........................................................................EVENTS OF DEFAULT AND REMEDIES     72

         10.1     Events of Default..............................................................................72

         10.2     Acceleration and Cash Collateralization........................................................73

         10.3     Rescission of Acceleration.....................................................................73

         10.4     Remedies.......................................................................................74

         10.5     Right of Setoff................................................................................74

         10.6     License for Use of Software and Other Intellectual Property....................................75
<PAGE>

         10.7     Deficiencies; Remedies Cumulative..............................................................75


ARTICLE 11................................................................................................THE AGENT     75

         11.1     Appointment of Agent...........................................................................75

         11.2     Nature of Duties of Agent, Documentation Agent and Syndication Agent...........................75

         11.3     Lack of Reliance on Agent......................................................................76

         11.4     Certain Rights of the Agent....................................................................76

         11.5     Reliance by Agent..............................................................................76

         11.6     Indemnification of Agent.......................................................................77

         11.7     The Agent in its Individual Capacity...........................................................77

         11.8     Holders of Notes...............................................................................77

         11.9     Successor Agent................................................................................77

         11.10    Collateral Matters.............................................................................78

         11.11    Actions with Respect to Defaults...............................................................79

         11.12    Delivery of Information........................................................................79

         11.13    Syndication Agent..............................................................................80
                  -----------------

         11.14    No Liability for Interest Rate Agreements or Lumber Hedging Agreements.........................80


ARTICLE 12............................................................................................MISCELLANEOUS     80

         12.1     SUBMISSION TO JURISDICTION; WAIVERS............................................................80

         12.2     Designated Senior Debt.........................................................................81

         12.3     GOVERNING LAW..................................................................................81

         12.4     Delays; Partial Exercise of Remedies...........................................................81

         12.5     Notices........................................................................................81

         12.6     Assignability..................................................................................82

         12.7     Confidentiality................................................................................84

         12.8     Indemnification................................................................................85

         12.9     Entire Agreement; Successors and Assigns.......................................................85

         12.10    Amendments and Waivers.........................................................................85

         12.11    Nonliability of Agent and Lenders..............................................................86
<PAGE>

         12.12    Independent Nature of Lenders' Rights..........................................................86

         12.13    Counterparts...................................................................................86

         12.14    Effectiveness..................................................................................87

         12.15    Severability...................................................................................87

         12.16    Headings Descriptive...........................................................................87

         12.17    Maximum Rate...................................................................................87

         12.18    JURY TRIAL.....................................................................................88
<PAGE>

</TABLE>


<PAGE>



                          ANNEX, EXHIBITS AND SCHEDULES
                          -----------------------------

Annex I  Lenders and Commitment Amounts

Exhibit A         Form of Revolving Note
Exhibit B         Form of Term Note
Exhibit C         Form of Compliance Certificate
Exhibit D         Form of Borrowing Base Certificate
Exhibit E         Form of Collateral Access Agreement
Exhibit F         Form of Notice of Borrowing
Exhibit G         Form of Assignment and Assumption Agreement
Exhibit H         Form of Notice of Continuation
Exhibit I         Form of Notice of Conversion
Exhibit J         Authorized Officers
Exhibit K         Blocked Account Agreement
Exhibit L         Concentration Account Agreement

Schedule A        Closing Documents List
Schedule B        Disclosure Schedule



<PAGE>



     THIS AMENDED AND RESTATED  CREDIT  AGREEMENT  (the "Credit  Agreement")  is
entered into as of December 13, 2000 among WICKES INC.  (formerly  Wickes Lumber
Company),  a Delaware  corporation (and any permitted  successor or assign,  the
"Borrower"),  and each of those financial institutions  identified as Lenders on
Annex I hereto (together with each of their successors and assigns,  referred to
individually  as a "Lender" and  collectively  as the  "Lenders"),  FLEET RETAIL
FINANCE  INC.,  acting as agent for the  Lenders in the manner and to the extent
described in Article 11 hereof (in such capacity, the "Agent"), BANK OF AMERICA,
N.A. (f/k/a  Nationsbank,  N.A.),  as  Documentation  Agent (the  "Documentation
Agent"), and FLEET NATIONAL BANK (f/k/a BankBoston,  N.A.), as issuer of letters
of credit (in such capacity, the "Issuing Bank").

                               W I T N E S S E T H
                               -------------------

     WHEREAS, on February 19, 1999, the Borrower, the Lenders, BankBoston, N.A.,
as  Agent  and  Issuing  Bank,  BancBoston  Robertson  Stephens,  Inc.  and  the
Documentation  Agent entered into a certain Credit  Agreement (as amended and in
effect,  the "Existing  Agreement"),  pursuant to which, among other things, the
Lenders  agreed to make  Revolving  Loans to the  Borrower  and the Issuing Bank
agreed to issue Letters of Credit for the account of the Borrower; and

     WHEREAS, Fleet Retail Finance Inc. is the successor to BankBoston, N.A., as
Agent; and

     WHEREAS,  the  Borrower has  requested  that the Agent,  the  Documentation
Agent, the Lenders, and the Issuing Bank amend the Existing Agreement in certain
respects in order,  among other  things,  to provide a term loan to the Borrower
and the Agent, the  Documentation  Agent, the Lenders,  and the Issuing Bank are
willing to do so on the terms set forth herein; and

     WHEREAS,  the  parties  hereto  desire to amend and  restate  the  Existing
Agreement in its entirety.

     NOW,  THEREFORE,   the  Borrower,   the  Lenders,  the  Issuing  Bank,  the
Documentation Agent, and the Agent hereby agree as follows:

ARTICLE 1. DEFINITIONS
----------------------

     1.1 General Definitions.

     As used  herein,  the  following  terms  shall  have  the  meanings  herein
specified (to be equally applicable to both the singular and plural forms of the
terms defined):

     Accounts shall mean "Accounts" as defined in the Security Agreement.
     --------

     Acquisition  shall mean (a) the acquisition of all or substantially  all of
     -----------
the  assets of a  Person,  or of all or  substantially  all of any  business  or
division  of a Person,  (b) the  acquisition  of in excess of 50% of the capital
stock,  partnership  interests,  membership interests or equity of any Person or
(c) a merger or consolidation or any other combination with another Person.

     Adjusted  Eurodollar  Rate shall mean, with respect to each Interest Period
     --------------------------
for any  Eurodollar  Rate Loan, the rate obtained by dividing (i) the Eurodollar
Rate for such Interest  Period by (ii) a percentage  equal to 1 minus the stated
maximum  rate  (stated as a decimal)  of all  reserves,  if any,  required to be
maintained against  "Eurocurrency  liabilities" as specified in Regulation D (or
<PAGE>

against any other category of liabilities  which includes  deposits by reference
to which  the  interest  rate on  Eurodollar  Rate  Loans is  determined  or any
category of  extensions  of credit or other  assets  which  includes  loans by a
non-United  States  office of any Lender to United States  residents).

     Adjusted Interest Expense shall mean Interest Expense,  excluding  interest
     -------------------------
which is paid in kind or is otherwise not paid or payable in cash.

     Affiliate shall mean, with respect to any Person, any Person which directly
     ---------
or indirectly controls,  is controlled by, or is under common control with, such
Person or any  Subsidiary  of such  Person or any Person  who is a  director  or
officer of such Person or any  Subsidiary  of such Person.  For purposes of this
definition,  "control" shall mean the possession, directly or indirectly, of the
power to (i) vote ten percent (10%) or more of the  securities  having  ordinary
voting  power for the  election  of  directors  of such Person or (ii) direct or
cause the direction of management  and policies of a business,  whether  through
the ownership of voting securities, by contract or otherwise and either alone or
in conjunction with others or any group.  Notwithstanding the foregoing, neither
the Agent,  the Issuing Bank,  nor any Lender shall be deemed to be an Affiliate
of the Borrower by reason of the relationship created by the Credit Documents.

     Affiliate Transaction shall have the meaning given to such term in Section
     ---------------------
9.11 hereof.

     Agent shall mean FRF as provided in the  preamble to this Credit  Agreement
     -----
or any successor to FRF.

     Agent Advance shall mean a Revolving Loan made by the Agent to the Borrower
     -------------
pursuant to Section 2.2 hereof.

     Agent's Fee Letter shall mean that certain  letter dated  December 29, 1998
     ------------------
between  BankBoston,  N.A. and the Borrower providing for the payment of certain
fees in connection with the Existing Agreement, as the Existing Credit Agreement
has been amended by, and in connection with, this Credit Agreement.

     Amendment Fee Letter shall mean that certain letter dated November 13, 2000
     --------------------
between the Agent and the Borrower  providing for the payment of certain fees in
connection with the amendment and restatement of the Existing Agreement.

     Applicable  Lending  Office shall mean,  with respect to each Lender,  such
     ---------------------------
Lender's  Eurodollar  Lending Office in the case of a Eurodollar  Rate Loan, and
such Lender's Domestic Lending Office in the case of a Base Rate Loan.

     Asset  Sale  shall  mean any sale,  lease,  conveyance,  transfer  or other
     -----------
disposition by the Borrower or or any of its  Subsidiaries  (including by way of
merger,  consolidation or a sale-leaseback  transaction) in any transaction,  or
group of transactions  that are part of a common plan, of any assets (other than
sales and other dispositions permitted pursuant to Section 9.6 hereof).

     Assignment and Assumption Agreement shall mean an assignment and assumption
     -----------------------------------
agreement  entered  into by an  assigning  Lender and an  assignee  Lender,  and
accepted by the Agent,  in accordance  with Section 12.6,  substantially  in the
form of Exhibit G.

     Auditors  shall mean a  nationally-recognized  firm of  independent  public
     --------
accountants  selected by the Borrower and  satisfactory to the Agent in its sole
discretion.  For purposes of this Credit Agreement,  the Borrower's current firm

<PAGE>

of independent public accountants, Deloitte & Touche, LLP, shall be deemed to be
satisfactory to the Agent.

     Base Rate shall mean the higher of (a) the rate which Fleet  announces from
     ---------
time to time at its head office in Boston,  Massachusetts,  as its "base  rate",
and (b) one-half of one percent  (0.50%) above the Federal Funds Rate.  The Base
Rate is a reference rate and does not  necessarily  represent the lowest or best
rate actually  charged to any  customer.  Fleet and each of the Lenders may make
commercial loans or other loans at rates of interest at, above or below the Base
Rate.

     Base Rate Loan shall mean a Revolving  Loan that bears interest as provided
     --------------
in Section 5.1 or a Term Loan that bears  interest as provided in Section 5.7(c)
hereof.

     Base Rate Spread  shall have the meaning  given to such term in Section 5.1
     ----------------
hereof.

     Benefit  Plan shall mean a defined  benefit plan as defined in Section 3(3)
     -------------
of  ERISA  (other  than a  Multiemployer  Plan)  for  which  the  Borrower,  any
Subsidiary or any ERISA  Affiliate is, or within the  immediately  preceding six
(6) years was, an "employer" as defined in Section 3(5) of ERISA.

     Blocked  Account  shall have the meaning  given to such term in Section 2.9
     ----------------
hereof.

     Blocked Account Agreement shall have the meaning given to such term in
     -------------------------
Section 2.9 hereof.

     Blocked  Account Bank shall have the meaning  given to such term in Section
     ---------------------
2.9 hereof.

     Borrower shall mean Wickes Inc., a Delaware  corporation  and any permitted
     --------
successor or assign.

     Borrowing shall mean a borrowing of Loans of the same Type on the same day.
     ---------

     Borrowing  Base shall have the  meaning  given to such term in Section  2.1
     ---------------
hereof.

     Borrowing  Base  Certificate  shall have the meaning  given to such term in
     ----------------------------
Section 8.2 hereof.

     Business Day shall mean any day on which  banking  institutions  in Boston,
     ------------
Massachusetts  and Chicago,  Illinois,  are open for the  transaction of banking
business  and,  in the case of  Eurodollar  Rate  Loans,  also a day  which is a
Eurodollar Business Day.

     Capital  Expenditures  shall  mean,  for  any  period,  the  sum of (a) all
     ---------------------
expenditures   capitalized  for  financial   statement  purposes  plus,  without
                                                                  -----
duplication,  (b) the entire principal amount of any debt (including obligations
under  capitalized  leases)  assumed or  incurred  in  connection  with any such
expenditures; provided that "Capital Expenditures" shall in no event include any
              -------------
portion of the purchase  price paid in connection  with the  acquisition  of any
Person  (including  through the  purchase of a majority of the capital  stock or
other ownership  interests of such Person or through merger or consolidation) to
the extent  allocable  to  property,  plant or  equipment.  Notwithstanding  the
foregoing,  "Capital  Expenditures"  shall not include insurance proceeds from a
Casualty Loss applied to the repair or replacement  of the property  affected by
such Casualty Loss.
<PAGE>

     Cash Equivalents shall mean any of the following,  so long as the Agent has
     ----------------
a perfected  security interest  therein:  (i) securities  issued,  guarantied or
insured by the United States or any of its agencies with  maturities of not more
than one year  from  the  date  acquired;  (ii)  certificates  of  deposit  with
maturities  of not more  than one year from the date  acquired  issued by a U.S.
federal or state  chartered  commercial bank of recognized  standing,  which has
capital and unimpaired  surplus in excess of $200,000,000  and which bank or its
holding company has a short-term  commercial paper rating of at least A-1 or the
equivalent by Standard & Poor's  Corporation  and at least P-1 or the equivalent
by Moody's Investors  Services,  Inc.; (iii) reverse repurchase  agreements with
terms of not more than seven (7) days from the date acquired,  for securities of
the type  described  in (i) above and entered  into only with  commercial  banks
having the qualifications  described in (ii) above; (iv) commercial paper, other
than commercial paper issued by the Borrower or any of its Affiliates, issued by
any Person incorporated under the laws of the United States or any state thereof
and  rated  at  least  A-1  or the  equivalent  thereof  by  Standard  &  Poor's
Corporation  or at least P-1 or the  equivalent  thereof  by  Moody's  Investors
Service,  Inc., in each case with  maturities of not more than one year from the
date acquired;  and (v) investments in money market funds  registered  under the
Investment  Company Act of 1940,  as amended,  which have net assets of at least
$200,000,000 and at least  eighty-five  percent (85%) of whose assets consist of
securities  and other  obligations  of the type described in clauses (i) through
(iv) above.

     Casualty  Loss shall  have the  meaning  given to such term in Section  8.7
     --------------
hereof.

     Change of Control shall mean the occurrence of one or more of the following
     -----------------
events: (i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Borrower to any Person or group of related  Persons (a "Group")  for purposes of
Section 13(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  together  with  any  Affiliates  thereof,   other  than  pursuant  to  a
transaction  the sole  purpose  and effect of which is to change the  Borrower's
jurisdiction of  incorporation  to another state within the United States;  (ii)
the  approval  by the  holders of capital  stock of the  Borrower of any plan or
proposal  for the  liquidation  or  dissolution  of the  Borrower;  or (iii) the
acquisition  in one or more  transactions  of beneficial  ownership  (within the
meaning of Rule 13d-3 under the Exchange Act) by any Person or Group (other than
Riverside  Group,  Inc. or its Affiliates  (collectively,  "Riverside"))  of any
securities  of the Borrower  such that,  as a result of such  acquisition,  such
Person or Group  beneficially  owns  (within the meaning of Rule 13d-3 under the
Exchange  Act),  directly or  indirectly,  at least thirty  percent (30%) of the
Borrower's  then  outstanding  voting  securities  entitled to vote on a regular
basis for a majority of the Board of  Directors  or other  equivalent  governing
body  thereof,  unless at such times  Riverside  beneficially  owns an amount of
voting securities greater than the amount so held by such Person or Group.

     Closing Date shall mean December 13, 2000.
     ------------

     Closing  Documents  List shall mean the  Closing  Documents  List  attached
     ------------------------
hereto as Schedule A.

     Code shall have the meaning given to such term in Section 1.3.
     ----

     Collateral  shall mean any and all assets and rights and interests in or to
     ----------
property  of the  Borrower  pledged  from  time  to  time  as  security  for the
Obligations  whether  now  owned  or  hereafter  acquired,   including,  without
limitation, all of the Accounts,  Inventory, and Intangibles of the Borrower and
Real Estate owned by (but not leased to) the Borrower.

<PAGE>

     Collateral  Access  Agreements shall mean any landlord  waivers,  mortgagee
     ------------------------------
waivers,  bailee  letters  or  any  similar  acknowledgment  agreements  of  any
warehouseman  or processor in possession  of Inventory,  in each case similar in
substance  to Exhibit E, or as  otherwise  required by the Agent or the Majority
Lenders.

     Collateral  Documents  shall  mean all  contracts,  instruments  and  other
     ---------------------
documents now or hereafter executed and delivered in connection with this Credit
Agreement,  pursuant to which  mortgages,  liens and/or  security  interests are
granted to the Agent in the  Collateral  for the  benefit of the Lenders and the
Issuing Bank.

     Collections shall mean all cash, funds, checks, notes,  instruments and any
     -----------
other form of remittance tendered by account debtors in payment of Accounts.

     Commitment  of any  Lender  shall  mean  the  aggregate  of  such  Lender's
     ----------
Revolving Commitment and Term Loan Commitment.

     Commitment  Percentage of any Lender shall mean at any time the  percentage
     ----------------------
obtained by dividing its  Commitment  at such time by the Total  Commitments  at
such time.

     Concentration  Account  Agreement shall have the meaning given to such term
     ---------------------------------
in Section 2.9 hereof.

     Consolidated  Entity shall mean the  Borrower and each of its  Subsidiaries
     --------------------
which  would be  consolidated  with  the  Borrower  for  purposes  of  financial
reporting.

     Consolidated  Net Income  shall mean for any  period the  consolidated  net
     ------------------------
income of the Consolidated Entity for such period.

     Consolidated Net Worth shall mean the excess of the consolidated  assets of
     ----------------------
the Consolidated  Entity over the  consolidated  liabilities of the Consolidated
Entity, minus any non-cash gains included in the calculation of Consolidated Net
        -----
Income in any fiscal year  beginning  with the fiscal year ending  December  30,
2000, plus any non-cash  losses included in the calculation of Consolidated  Net
      ----
Income in any fiscal year  beginning  with the fiscal year ending  December  30,
2000.

     Contingency  Account  shall have the meaning  given to such term in Section
     -------------------
9.13 hereof.

     Contingent  Obligation  of any Person  shall  mean any  direct or  indirect
     ----------------------
guaranty or other  contractual  obligation,  contingent  or  otherwise,  of such
Person with  respect to any  Indebtedness  or other  obligation  or liability of
another,  including any such  Indebtedness,  obligation or liability directly or
indirectly  guaranteed,  endorsed  (other than for  collection or deposit in the
ordinary  course of  business),  co-made or  discounted or sold with recourse by
such  Person,  or in respect  of which  such  Person is  otherwise  directly  or
indirectly  liable,   including  any  contractual   obligations  (contingent  or
otherwise) arising through any agreement to purchase,  repurchase,  or otherwise
acquire such Indebtedness,  obligation or liability or any security therefor, or
to provide  funds for the payment or discharge  thereof  (whether in the form of
loans,  advances,  stock purchases,  capital contributions or otherwise),  or to
maintain solvency,  assets, level of income, or other financial condition, or to
make payment other than for value received.

     Covered Taxes shall have the meaning  given to such term in Section  5.9(a)
     -------------
hereof.
<PAGE>

     Credit  Agreement  shall  mean this  credit  agreement,  as the same may be
     -----------------
modified, amended, extended, restated or supplemented from time to time.

     Credit  Documents  shall mean,  collectively,  this Credit  Agreement,  the
     -----------------
Revolving Notes,  the Term Notes, the Letters of Credit,  each of the Collateral
Documents  and  all  other  documents,  agreements,  instruments,  opinions  and
certificates,  now or hereafter executed and delivered in connection herewith or
therewith,  as  the  same  may  be  modified,  amended,  extended,  restated  or
supplemented from time to time.

     Credit Parties shall mean, collectively, the Borrower and any other parties
     --------------
(other than the  Lenders,  the Agent,  the  Documentation  Agent and the Issuing
Bank) to the Credit Documents (other than the Collateral Access Agreements,  the
Blocked Account Agreements and the opinions).

     Default shall mean an event,  condition or default which with the giving of
     -------
notice,  the  passage of time or both would be an Event of  Default.

     Defaulting  Lender shall have the meaning given to such term in Section 2.5
     ------------------
hereof.

     Disbursement  Account  shall have the meaning given to such term in Section
     ---------------------
2.2(c) hereof.

     Disbursement  Account  Bank  shall have the  meaning  given to such term in
     ---------------------------
Section 2.2(c) hereof.

     Documentation  Agent shall mean Bank of America,  N.A.,  as provided in the
     --------------------
preamble to this Credit Agreement.

     DOL shall  mean the United  States  Department  of Labor and any  successor
     ---
department or agency.

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

     Domestic Lending Office shall mean, with respect to any Lender,  the office
     -----------------------
of such Lender  specified as its "Domestic  Lending office" opposite its name on
Annex I hereto, as such annex may be amended from time to time.

     EBITDA shall mean, in any fiscal period, the Consolidated Net Income (other
     ------
than extraordinary items of the Consolidated  Entity for such period),  (i) plus
the  amount of all  Interest  Expense,  income  tax  expense,  depreciation  and
amortization,  including  amortization of any goodwill or other  intangibles for
such  period,  (ii) plus losses and minus gains (to the extent not  duplicative)
attributable to any fixed asset sales occurring  during such period,  (iii) plus
all  non-recurring  and  extraordinary   expenses  of  the  Consolidated  Entity
occurring  during such period as reasonably  determined  by the Agent,  and (iv)
plus or minus (as the case may be) any other  non-cash  charges  which have been
subtracted or added, as the case may be, in calculating  Consolidated Net Income
for such period.

     Eligible Accounts Receivable shall mean Accounts of the Borrower payable in
     ----------------------------
Dollars and deemed by the Agent in its  Permitted  Discretion to be eligible for
inclusion in the calculation of the Borrowing Base. In determining the amount to
be so included,  the face amount of such Accounts shall be reduced by the amount

<PAGE>

of all returns, discounts,  claims, credits, charges, or other allowances and by
the aggregate amount of all reserves, limits and deductions provided for in this
definition and elsewhere in this Credit Agreement.  Unless otherwise approved in
writing  by the  Agent,  no Account  shall be deemed to be an  Eligible  Account
Receivable if:

     (a)  the Account arises out of a sale made by the Borrower to an Affiliate;
          or

     (b)  the Account is unpaid  more than  thirty (30) days after the  original
          payment due date; provided,  however, that the aggregate amount of all
                            ---------  --------
          invoices  providing for payment in the second or third month following
          the month of purchases  relating to such invoices that may  constitute
          Eligible Accounts  Receivable shall not exceed twenty percent (20%) of
          total Eligible Accounts Receivable at any one time; provided, further,
                                                              --------- --------
          that any Account  that is unpaid more than one  hundred  twenty  (120)
          days  following the date of purchase  shall in no event be an Eligible
          Accounts Receivable; or

     (c)  the Account is owing by an account  debtor (or any Affiliate  thereof)
          with respect to which twenty percent (20%) or more, in face amount, of
          all Accounts from such account  debtor (or any Affiliate  thereof) are
          unpaid more than sixty (60) days past the  original  payment due date;
          or

     (d)  (i) the account  debtor is also a creditor of the  Borrower,  (ii) the
          account  debtor has disputed its liability  on, or the account  debtor
          has made any claim with respect to, such Account or any other  Account
          due from  such  account  debtor  to the  Borrower,  which has not been
          resolved or (iii) the Account  otherwise  is or may become  subject to
          any right of setoff by the account debtor;  provided, that any Account
                                                      ---------
          deemed ineligible pursuant to this clause (d) shall only be ineligible
          to the  extent  of the  amount  owed by the  Borrower  to the  account
          debtor,  the amount of such  dispute  or claim,  or the amount of such
          setoff, as applicable; or

     (e)  the account  debtor has  commenced a voluntary  case under the federal
          bankruptcy laws, as now constituted or hereafter  amended,  or made an
          assignment  for the  benefit  of  creditors,  or a decree or order for
          relief  has  been  entered  by a court  having  jurisdiction  over the
          account  debtor in an  involuntary  case under the federal  bankruptcy
          laws, as now constituted or hereafter  amended,  or any other petition
          or other application for relief under the federal  bankruptcy laws has
          been filed by or against the account debtor, or the account debtor has
          filed a certificate of dissolution under applicable state law or shall
          be liquidated,  dissolved or wound-up,  or shall authorize or commence
          any action or proceeding for  dissolution,  winding-up or liquidation,
          or the account debtor has failed, suspended business,  declared itself
          to be insolvent,  is generally not paying its debts as they become due
          or has  consented to or suffered a receiver,  trustee,  liquidator  or
          custodian to be appointed for it or for all or a  significant  portion
          of its assets or affairs,  unless the  payment of  Accounts  from such
          account debtor is secured in a manner satisfactory to the Agent or, if
          the Account from such account debtor arises  subsequent to a decree or
          order for relief with respect to such account debtor under the federal
          bankruptcy  laws, as now or hereafter in effect,  the Agent shall have
          determined that the timely payment and collection of such Account will
          not be impaired; or
<PAGE>

     (f)  the sale is to an account  debtor  outside of the  continental  United
          States or Canada  (other  than the  Province  of  Quebec),  unless the
          account  debtor  thereon has supplied the Borrower with an irrevocable
          letter of  credit in form and  substance  satisfactory  to the  Agent,
          issued by a financial institution  satisfactory to the Agent and which
          has been duly  transferred  to the  Agent  (together  with  sufficient
          documentation to permit direct draws by the Agent); or

     (g)  the sale to the account debtor is on a bill-and-hold, guarantied sale,
          sale-and-return,  sale  on  approval  or  consignment  basis  or  made
          pursuant to any other written  agreement  providing for  repurchase or
          return; or

     (h)  the Agent  determines in its Permitted  Discretion  that collection of
          such  Account is  uncertain  or that such  Account  may not be paid by
          reason of the account debtor's financial inability to pay; or

     (i)  the account debtor is the United States of America or any  department,
          agency or  instrumentality  thereof,  unless the Borrower duly assigns
          its  rights to payment of such  Account to the Agent  pursuant  to the
          Assignment  of Claims Act of 1940,  as amended (31  U.S.C.ss.  3727 et
          seq.); or

     (j)  the  goods  giving  rise to such  Account  have not been  shipped  and
          delivered to and accepted by the account debtor or the services giving
          rise to such  Account  have not been  performed  by the  Borrower  and
          accepted  by the  account  debtor or the  Account  otherwise  does not
          represent a final sale; or

     (k)  the Account does not comply with all  applicable  legal  requirements,
          including,  where  applicable,  the Federal Consumer Credit Protection
          Act, the Federal Truth in Lending Act and Regulation Z of the Board of
          Governors of the Federal Reserve System, in each case as amended; or

     (l)  the Agent does not have a valid and perfected first priority  security
          interest in such Account or the Account does not otherwise  conform to
          the representations  and warranties  contained in the Credit Agreement
          or the other Credit Documents; or

     (m)  the Account is subject to any security  deposit,  progress  payment or
          other  similar  advance  made by or for the benefit of the  applicable
          account debtor; or

     (n)  a portion  of such  Account is  subject  to any  retainage  or similar
          amount  that the  account  debtor  may  hold  back or  retain  pending
          approval of the Borrower's  performance or any other contingency,  but
          solely to the extent of such portion; or

     (o)  a portion of such Account consists of finance or delinquency  charges,
          but solely to the extent of such portion; or

     (p)  the Account is subject to any reserve established by the Borrower, but
          solely to the extent of such reserve.
<PAGE>

     Eligible  Inventory  shall mean items of Inventory of the Borrower held for
     -------------------
sale  in  the  ordinary  course  (but  not  packing  or  shipping  materials  or
maintenance  supplies)  deemed by the Agent in its  Permitted  Discretion  to be
eligible for inclusion in the  calculation of the Borrowing Base. In determining
the amount to be so included,  the amount of such  Inventory  shall be valued at
the lower of cost or market on a basis  consistent  with the Borrower's  current
and  historical  accounting  practice or as otherwise  acceptable  to the Agent.
Unless otherwise approved in writing by the Agent, Inventory shall not be deemed
Eligible Inventory if:

     (a)  it is not owned solely by the  Borrower or the Borrower  does not have
          good, valid and marketable title thereto; or

     (b)  it is not located on property  owned or leased by the Borrower or in a
          contract warehouse or other third party location, subject in each case
          to a Collateral Access Agreement  executed by the lessor, the contract
          warehouseman  or the other third  party,  as the case may be (together
          with any  related  filings  or notices  required  by the  Agent),  and
          segregated or otherwise separately  identifiable from goods of others,
          if any, stored on the premises; or

     (c)  it is not subject to a perfected  first  priority Lien in favor of the
          Agent,  except  for Liens for  unpaid  rent or  normal  and  customary
          warehousing  and common carrier charges not more than thirty (30) days
          past due; or

     (d)  it is not located in the  continental  United  States or Canada (other
          than Quebec); or

     (e)  it is goods returned or rejected by the Borrower's  customers or goods
          in transit to third parties (other than to warehouse  sites covered by
          Collateral Access Agreements); or

     (f)  it is work in process  to the extent  that such work in process at any
          time exceeds $2,000,000; or

     (g)  it is obsolete or slow moving,  or does not  otherwise  conform to the
          representations and warranties contained in the Credit Documents; or

     (h)  it is held by the Borrower on consignment; or

     (i)  it  consists  of tools  or other  property  held for  rental  to other
          Persons.

     Eligible  Real Estate  shall mean Real Estate  owned by (but not leased to)
     ---------------------
the  Borrower in fee simple  title,  but only to the extent that with respect to
any specific parcel of Real Estate:

     (a)  Mortgages  are filed with respect to such parcel of Real  Estate,  the
          Agent's mortgage and security  interests in such parcel of Real Estate
          have been perfected and the Agent has a perfected  first-priority lien
          in such parcel of Real Estate for the benefit of the Lenders; and

     (b)  Such  parcel  of Real  Estate  has  been  appraised  by a third  party
          appraiser  acceptable to the Agent and title insurance,  environmental
          studies, and other real estate requirements,  as reasonably determined
          by the Agent,  have been  satisfied,  including,  but not  limited to,
          those items required by FIRREA; and
<PAGE>

     (c)  The Borrower is in compliance with the representations, warranties and
          covenants  set forth in the  Mortgage  relating to such parcel of Real
          Estate,  unless the Agent, in its discretion,  otherwise determines to
          waive this  requirement in the  determination of Eligible Real Estate;
          and

     (d)  The fair market value of such parcel of Real Estate is greater than or
          equal  to  $750,000.00,  provided  that  parcels  of Real  Estate  (i)
          individually  having a Fair  Market  Value less than  $750,000.00  but
          greater  than  $500,000.00,  and (ii) having an  aggregate  loan value
          (determined  using  60% of  such  Fair  Market  Value)  not to  exceed
          $7,000,000.00,  and (iii)  which  meet all of the other  criteria  for
          Eligible Real Estate shall be deemed Eligible Real Estate.

     Equipment  shall have the meaning  provided in the Code as in effect on the
     ---------
date hereof.

     ERISA shall mean the Employee  Retirement  Income  Security Act of 1974, as
     -----
amended from time to time,  and any successor  statute  thereto and all final or
temporary  regulations   promulgated  thereunder  and  published  and  generally
applicable rulings entitled to precedential effect.

     ERISA  Affiliate  shall mean any entity required at any relevant time to be
     ----------------
aggregated with the Borrower or any Subsidiary under Sections  414(b),  (c), (m)
or (o) of the Internal Revenue Code.

     Eurodollar  Business Day shall mean any  Business  Day on which  commercial
     ------------------------
banks  are  open  for  international  business  (including  dealings  in  Dollar
deposits) in London or such other eurodollar interbank market as may be selected
by the Agent in its sole discretion acting in good faith.

     Eurodollar  Lending  Office  shall mean,  with  respect to any Lender,  the
     ---------------------------
office of such Lender specified as its "Eurodollar  Lending Office" opposite its
name on Annex I, as such annex may be amended  from time to time (or, if no such
office is  specified,  its  Domestic  Lending  office),  or such other office or
Affiliate  of such  Lender as such  Lender may from time to time  specify to the
Borrower and the Agent.

     Eurodollar  Rate shall mean,  with respect to the Interest  Period for each
     ----------------
Eurodollar Rate Loan comprising part of the same Borrowing, an interest rate per
annum  equal to the rate  (rounded  upward  to the  nearest  whole  multiple  of
one-sixteenth  (1/16) of one percent (1.00%) per annum, if such rate is not such
a  multiple)  of the  offered  quotation,  if any,  to first  class banks in the
Eurodollar  market by Fleet for U.S.  dollar  deposits of amounts in immediately
available funds  comparable to the principal  amount of the Eurodollar Rate Loan
for which the Eurodollar Rate is being determined with maturities  comparable to
the  Interest   Period  for  which  such   Eurodollar  Rate  will  apply  as  of
approximately  10:00 A.M. Boston time two (2) Eurodollar  Business Days prior to
the commencement of such Interest Period.

     Eurodollar  Rate Loan shall mean a Revolving Loan or a Term Loan that bears
     ---------------------
interest as provided in Section 5.2 hereof.

     Eurodollar Rate Spread shall have the meaning given to such term in Section
     ----------------------
5.2 hereof.

     Event(s) of Default  shall have the meaning  provided  for in Article 10 of
     -------------------
this Credit Agreement.
<PAGE>

     Existing  Advances shall mean the loans,  investments and advances  between
     ------------------
the  Borrower  and its  Subsidiaries  in  existence  as of the Closing  Date and
described on Schedule B hereto.

     Existing Agreement shall have the meaning provided in the recitals hereto.
     ------------------

     Expenses  shall mean all  present  and future  expenses  incurred  by or on
     --------
behalf of the Agent and the  Syndication  Agent in connection  with the Existing
Agreement,  the Credit Agreement, any other Credit Document or otherwise related
hereto or thereto,  whether  incurred  heretofore or hereafter,  which  expenses
shall include,  without being limited to, the cost of record searches,  the fees
and expenses of attorneys (including the allocated cost of internal counsel) and
paralegals,  all costs  and  expenses  incurred  by the  Agent in  opening  bank
accounts and lockboxes,  depositing  checks,  receiving and  transferring  funds
(whether pursuant to the automated clearing house or otherwise), and any charges
imposed  on the Agent due to  insufficient  funds of  deposited  checks  and the
Agent's standard fee relating thereto, collateral examination fees and expenses,
fees and expenses of accountants,  appraisers or other  consultants,  experts or
advisors  employed or retained by the Agent,  fees and expenses  incurred by the
Agent and the  Syndication  Agent in connection with the assignments of or sales
of  participations  in the  Loans,  fees and  taxes  relative  to the  filing of
financing statements, costs of preparing and recording Collateral Documents, all
expenses,  costs and fees set forth in Article 5 of this Credit  Agreement,  all
other fees and expenses  required to be paid pursuant to the Agent's Fee Letter,
the Amendment Fee Letter,  and all fees and expenses incurred in connection with
releasing Collateral and the amendment, enforcement or termination of any of the
Credit Documents.

     Expiration Date shall mean June 30, 2005.
     ---------------

     FRF shall mean Fleet Retail Finance Inc., a Delaware corporation.
     ---

     Fair Market  Value  means,  as to any parcel of Real  Estate,  the price at
     ------------------
which a willing seller would sell and a willing buyer would buy such Real Estate
in an  arm's-length  transaction,  having  reference  to  all  relevant  factors
including but not limited to prices paid for comparable  properties,  cash flow,
earnings,  and  prospects  for future  earnings and cash flow,  as determined in
accordance  with an appraisal  acceptable to the Agent,  which  appraisal  shall
assume,  among other  things,  a marketing  time of not greater than twelve (12)
months.

     Fairness  Conditions  shall have the meaning  given to such term in Section
     --------------------
9.11 hereof.

     Federal Funds Rate shall mean, for any period, a fluctuating  interest rate
     ------------------
per annum equal, for each day during such period, to the weighted average of the
rates on  overnight  Federal  Funds  transactions  with  members of the  Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day that is a Business Day, the average of the  quotations  for such day on such
transactions  received  by  the  Agent  from  three  Federal  Funds  brokers  of
recognized standing selected by it.

     Fees shall mean,  collectively,  the Unused Line Fee,  the Letter of Credit
     ----
Fees,  the  Issuing  Bank  Fees,  fees  charged  from  time to time by Fleet for
maintaining the Fleet Account and other accounts for the Borrower, and the other
fees  provided  for in the  Agent's  Fee  Letter,  the  Amendment  Fee Letter or
otherwise  payable to the Agent, the Syndication  Agent, the Issuing Bank or the
Lenders.
<PAGE>

     Financial  Statements  shall  mean the  consolidated  (and,  if  requested,
     ---------------------
consolidating)  balance  sheets,  statements of  operations,  statements of cash
flows and statements of changes in stockholders'  equity/deficit of the Borrower
for the period specified.

     Fleet shall mean Fleet National  Bank, a bank  organized  under the laws of
     -----
the United States of America.

     Fleet  Account  shall have the  meaning  given to such term in Section  2.9
     --------------
hereof.

     Foreign  Lender  shall  mean  any  Lender  organized  under  the  laws of a
     ---------------
jurisdiction outside of the United States.

     Funding  Bank shall  have the  meaning  given to such term in  Section  5.8
     -------------
hereof.

     GAAP shall mean  generally  accepted  accounting  principles  in the United
     ----
States as in effect from time to time.

     GLC  shall  mean  GLC  Division,   Inc.,  a  Delaware   corporation  and  a
     ---
wholly-owned Subsidiary of the Borrower.


     Governing  Documents  shall mean,  as to any  Person,  the  certificate  or
     --------------------
articles of  incorporation  and  by-laws or other  organizational  or  governing
documents of such Person.

     Governmental  Authority  shall mean any nation or government,  any state or
     -----------------------
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

     Highest  Lawful  Rate  shall  mean,  at any  given  time  during  which any
     ---------------------
obligations shall be outstanding  hereunder,  the maximum non-usurious  interest
rate,  if any,  that at any  time or from  time to time may be  contracted  for,
taken, reserved,  charged or received on the Obligations owing under this Credit
Agreement,  under the laws of the Commonwealth of  Massachusetts  (or the law of
any other jurisdiction whose laws may be mandatorily applicable  notwithstanding
other  provisions of this Credit Agreement and the other Credit  Documents),  in
any case after taking into account,  to the extent  permitted by applicable law,
any and all relevant  payments or charges  under this Credit  Agreement  and any
other  Credit  Documents  executed in  connection  herewith,  and any  available
exemptions, exceptions and exclusions.

     Indebtedness  shall mean, with respect to any Person,  (a) all indebtedness
     ------------
of such Person for borrowed money or for the deferred purchase price of property
or services  (other than trade  liabilities  incurred in the ordinary  course of
business  and  payable  in  accordance  with  customary  practices)  or which is
evidenced by a note, bond, debenture or similar instrument,  (b) all obligations
of such Person  under  capital  leases,  (c) all  obligations  of such Person in
respect of letters of credit, banker's acceptances or similar obligations issued
or created  for the  account  of such  Person,  (d)  liabilities  arising  under
Interest Rate Agreements and Lumber Hedging  Agreements of such Person,  (e) all
Contingent  Obligations  of such Person and (f) all  liabilities  secured by any
Lien on any  property  owned by such  Person  even  though  such  Person has not
assumed or otherwise become liable for the payment thereof.

     Indenture shall mean the Indenture with respect to the Senior  Subordinated
     ---------
Notes,  dated as of October 15, 1993,  between the  Borrower and Marine  Midland
Bank, N.A., as trustee, as amended, supplemented or otherwise modified from time
to time with the prior written consent of the Majority Lenders.
<PAGE>

     Initial Closing Date shall mean February 19, 1999.
     --------------------

     Intangibles shall mean "Intangibles" as defined in the Security Agreement.
     -----------

     Interest  Coverage Ratio shall mean, with respect to any period,  the ratio
     ------------------------
of EBITDA for such  period to  Adjusted  Interest  Expense  of the  Consolidated
Entity for such period.

     Interest  Expense  shall mean,  with respect to any Person,  the  aggregate
     -----------------
consolidated  interest  expense  of  such  Person  in  respect  of  Indebtedness
determined on a consolidated basis, including, without limitation,  amortization
of  original  issue  discount  on any  Indebtedness  and of all fees  payable in
connection with the incurrence of such  Indebtedness  (to the extent included in
interest  expense),  the interest portion of any deferred payment obligation and
the interest component of any capital lease obligations.

     Interest  Period  shall  mean  for any  Eurodollar  Rate  Loan  the  period
     ----------------
commencing  on the  date of such  Borrowing  and  ending  on the last day of the
period selected by the Borrower  pursuant to the provisions  below. The duration
of each such  Interest  Period shall be one,  two,  three or six months or, with
respect to the Term Loans only, twelve months, in each case as the Borrower may,
in an  appropriate  Notice of  Borrowing,  Notice of  Continuation  or Notice of
Conversion,  select;  provided,  however,  that the  Borrower may not select any
                      ---------  --------
Interest  Period that ends after the Expiration  Date.  Whenever the last day of
any Interest  Period would  otherwise  occur on a day other than a Business Day,
the last day of such  Interest  Period  shall be  extended  to occur on the next
succeeding  Business Day,  provided that if such extension  would cause the last
                           --------
day of such Interest Period to occur in the next following  calendar month,  the
last day of such Interest Period shall occur on the next preceding Business Day.

     Interest Rate Agreement shall mean any interest rate protection  agreement,
     -----------------------
interest rate future,  interest rate option,  interest rate swap,  interest rate
cap or other interest rate hedge or arrangement  under which the Borrower or any
Subsidiary is a party or beneficiary.

     Internal  Revenue  Code shall mean the Internal  Revenue  Code of 1986,  as
     -----------------------
amended from time to time,  and any successor  statute  thereto and all final or
temporary rules and regulations promulgated thereunder and published,  generally
applicable  rulings  entitled to  precedential  effect to the extent such rules,
regulations or rulings are effective and applicable hereto.

     Internal  Revenue  Service  or IRS shall mean the  United  States  Internal
     ----------------------------------
Revenue Service and any successor agency.

     Inventory  shall mean  "Inventory"  as defined in the  Security  Agreement.
     ---------

     Investment  shall mean all expenditures  made and all liabilities  incurred
     ----------
(contingently  or otherwise) for or in connection  with the acquisition of stock
(or other equity interests) or Indebtedness of, or for loans, advances,  capital
contributions  or transfers of property to, or in respect of any  guaranties (or
other  commitments  as described  under  Indebtedness)  of  obligations  of, any
Person.  In determining the aggregate  amount of Investments  outstanding at any
particular  time,  (i) the amount of any  Investment  represented  by a guaranty
shall be  taken  at not  less  than  the  principal  amount  of the  obligations
guarantied  and still  outstanding;  (ii) there  shall be deducted in respect of
each such  Investment  any amount  received as a return of capital  (but only by
repurchase,   redemption,   retirement,   repayment,   liquidating  dividend  or

<PAGE>

liquidating  distribution);  (iii) there shall not be deducted in respect of any
Investment  any amounts  received as  earnings  on such  Investment,  whether as
dividends,  interest or otherwise; and (iv) there shall not be deducted from the
aggregate amount of Investments any decrease in the market value thereof.

     Issuing Bank shall mean Fleet or any Lender that is acceptable to the Agent
     ------------
which has  agreed to issue a Letter of Credit for the  account  of the  Borrower
under this Credit Agreement.

     Issuing Bank Fees shall have the meaning  given to such term in Section 5.6
     -----------------
hereof.

     Lender and  Lenders  shall have the  respective  meanings  provided  in the
     ------      -------
preamble to this Credit Agreement and shall include  Revolving  Lenders and Term
Lenders.

     Lender Advance shall mean a Revolving Loan made by the Revolving Lenders to
     --------------
the Borrower pursuant to Section 2.2 hereof.

     Letter of Credit Fee Percentage shall have the meaning given to such
     -------------------------------
term in Section 5.6 hereof.

     Letter of Credit  Fees  shall  mean the fees  payable  to the Agent for the
     ----------------------
benefit  of the  Agent  and the  Revolving  Lenders  by the  Borrower  under and
pursuant to Section 5.6 hereof.

     Letter of Credit  Obligations  shall mean, at any time,  the sum of (i) the
     -----------------------------
aggregate undrawn amount of all Letters of Credit outstanding at such time, plus
                                                                            ----
(ii) the aggregate  amount of all drawings under Letters of Credit for which the
Issuing  Bank has not at such time been  reimbursed,  plus  (iii) the  aggregate
                                                      ----
amount of all payments  made by each  Revolving  Lender to the Issuing Bank with
respect  to such  Revolving  Lender's  participation  in  Letters  of  Credit as
provided  in  Section  3.3 hereof  for which the  Borrower  has not at such time
reimbursed  the  Revolving  Lenders,  whether  by way  of a  Revolving  Loan  or
otherwise.

     Letter of  Credit  Request  shall  have the  meaning  given to such term in
     --------------------------
Section 3.4 hereof.

     Letters of Credit shall mean all letters of credit (whether  documentary or
     -----------------
stand-by and whether for the  purchase of  inventory,  equipment  or  otherwise)
issued for the  account  of the  Borrower  pursuant  to Article 3 hereof and all
amendments, renewals, extensions or replacements thereof.

     Lien(s) shall mean any lien, claim, charge, pledge, security interest, deed
     -------
of trust, mortgage,  other encumbrance or other arrangement having the practical
effect of the foregoing or other preferential  arrangement of any other kind and
shall  include the  interest of a vendor or lessor  under any  conditional  sale
agreement, capital lease or other title retention agreement.

     Loan  Account  shall have the  meaning  given to such term in  Section  2.7
     -------------
hereof.

     Loans shall mean, collectively, the Revolving Loans and the Term Loans.
     -----

     LTC shall mean Lumber  Trademark  Company,  an Illinois  corporation  and a
     ---
wholly-owned Subsidiary of the Borrower.

     LTC  Sublicense  Agreement  shall mean that  certain  Amended and  Restated
     --------------------------
Trademark Sublicense Agreement, dated as of March 18, 1994, between the Borrower
and LTC, together with the replacement license agreement referred to on Schedule
                                                                        --------
B, in each  case as such  agreement  may be  amended  from time to time with the
-
consent of the Agent.
<PAGE>

     Lumber Hedging Account shall mean an account maintained by the Borrower and
     ----------------------
approved by the Agent at an appropriate financial institution in connection with
the purchase by the Borrower of Lumber Hedging Agreements.

     Lumber Hedging  Agreement shall mean any lumber futures contract or similar
     -------------------------
agreement or  arrangement  entered into by the Borrower as traded on the Chicago
Mercantile  Exchange  or any  comparable  exchanges,  designed  to  protect  the
Borrower  against  fluctuations  in the  price of  lumber  actually  used in the
ordinary course of the Borrower's business.

     Maintenance Capital Expenditures shall mean, for any period, the sum of all
     --------------------------------
Capital  Expenditures made by the Borrower for (i) the maintenance and repair of
any property,  facilities or equipment and (ii) the  replacement of any obsolete
property, facilities or equipment.

     Majority  Lenders shall mean,  at any time,  those Lenders (i) then owed or
     -----------------
holding in the aggregate at least fifty-one  percent (51%) of the Commitments or
(ii) if the Commitments  are  terminated,  those Lenders then owed or holding in
the  aggregate at least  fifty-one  percent (51%) of the  outstanding  principal
amount of the Loans  (or if the  Revolving  Commitments  are  terminated  and no
Revolving Loans are  outstanding,  those Lenders then holding at least fifty-one
percent (51%) of the aggregate participation interests in Letters of Credit then
outstanding and (B) fifty-one percent (51%) of the outstanding  principal amount
of the Term Loans).

     Material  Adverse  Effect shall mean a material  adverse  effect on (i) the
     -------------------------
business, prospects,  operations,  results of operations, assets, liabilities or
condition  (financial or otherwise) of any Credit Party, (ii) any Credit Party's
ability to perform its obligations  under the Credit  Documents to which it is a
party,  or (iii) the rights and  remedies of the Agent,  the Issuing Bank or the
Lenders under any Credit Document.

     Material Contract shall mean any contract  (including,  without limitation,
     -----------------
the Indenture, the LTC Sublicense Agreement or other arrangement (other than the
Credit Documents),  whether written or oral, to which the Borrower or any of the
Subsidiaries is a party as to which the breach, nonperformance,  cancellation or
failure to renew by any party thereto could have a Material Adverse Effect.

     Mortgage(s)  means the  Mortgages,  Security  Agreements  and  Assignments,
     -----------
reasonably  satisfactory  in form and  substance to the Agent between the Person
owning the Real Estate  encumbered  thereby and the Agent for the benefit of the
Lenders.

     Multiemployer Plan shall mean a "multiemployer  plan" as defined in Section
     ------------------
4001(a)(3)  of ERISA and (i) which is, or within the  immediately  preceding six
(6) years was,  contributed  to by the  Borrower,  any  Subsidiary  or any ERISA
Affiliate or (ii) with respect to which the Borrower or any Subsidiary may incur
any liability.

     Net Cash Proceeds shall mean, with respect to any sale or other disposition
     -----------------
of assets,  the total cash proceeds  received in connection  therewith  less all
advisory fees, legal costs,  closing costs,  commissions and other out-of-pocket
expenses  reasonably  incurred  in  connection  therewith.

     Notes shall mean, collectively, the Revolving Notes and the Term Notes.
     -----

     Notice of  Borrowing  shall have the meaning  given to such term in Section
     --------------------
2.2 hereof.

     Notice of Continuation shall have the meaning given to such term in Section
     ----------------------
5.7(a) hereof.
<PAGE>

     Notice of  Conversion  shall have the meaning given to such term in Section
     ---------------------
5.7(b) hereof.

     Obligations  shall mean the unpaid  principal of and interest on (including
     -----------
interest  accruing on or after the filing of any petition in bankruptcy,  or the
commencement of any insolvency,  reorganization or like proceeding,  relating to
the Borrower,  whether or not a claim for post-filing or post-petition  interest
is  allowed  in such  proceeding)  the  Revolving  Loans,  the Term  Loans,  any
reimbursement  obligation  or indemnity of the Borrower on account of Letters of
Credit (including obligations to Revolving Lenders as participants in the letter
of credit  exposure  of the  Issuing  Bank  under  Section  3.3  hereof)  or any
accommodation  extended with respect to applications for Letters of Credit,  the
Fees, the Expenses, any payment obligation of the Borrower to Fleet or any other
Lender in  connection  with any Secured  Interest Rate  Agreement  (whether such
obligation  arises under  Section  8.16 hereof,  the  agreement  governing  such
Secured  Interest Rate  Agreement or otherwise)  and all other  obligations  and
liabilities of the Borrower to the Agent,  the  Syndication  Agent,  the Issuing
Bank or to the Lenders, 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, the Credit Agreement, the Notes, any other Credit
Document and any other document made,  delivered or given in connection herewith
or  therewith,  and each  other  obligation  and  liability,  whether  direct or
indirect,  absolute or  contingent,  due or to become  due,  or now  existing or
hereafter   incurred,   whether  on  account  of  principal,   interest,   fees,
indemnities,  costs or expenses  (including,  without  limitation,  all fees and
disbursements of counsel to the Agent,  the Syndication  Agent, the Issuing Bank
or to the  Lenders  and all  obligations  incurred  by the  Agent  or any of its
Affiliates  in  connection  with  automated  clearinghouse  transfers)  that are
required to be paid by the Borrower to the Lenders,  the Agent,  the Syndication
Agent or the Issuing Bank  pursuant to the terms of the Credit  Agreement or any
of the other Credit Documents.

     Offer to Purchase  shall mean an offer by the  Borrower to purchase any and
     -----------------
all Senior Subordinated Notes on substantially the terms set forth in Attachment
1 to Schedule B.

     PBGC shall mean the Pension  Benefit  Guaranty  Corporation  and any Person
     ----
succeeding to the functions thereof.

     Permitted  Discretion  shall mean the Agent's  judgment  exercised  in good
     ---------------------
faith based upon its  consideration  of any factor  which the Agent  believes in
good  faith:  (i) will or could  materially  adversely  affect  the value of any
Collateral,  the  enforceability or priority of the Agent's Liens thereon or the
amount which the Agent and the Lenders would be likely to receive  (after giving
consideration  to delays in payment and costs of enforcement) in the liquidation
of such  Collateral;  (ii)  suggests  that any  collateral  report or  financial
information  delivered  to the Agent by any Person on behalf of the  Borrower is
incomplete,  inaccurate or misleading in any material respect;  (iii) materially
increases the  likelihood of a bankruptcy,  reorganization  or other  insolvency
proceeding  involving  the  Borrower  or any of its  Subsidiaries  or any of the
Collateral,  or (iv) creates or reasonably could be expected to create a Default
or Event of Default.  In exercising  such judgment,  the Agent may consider such
factors  already  included in or tested by the  definition of Eligible  Accounts
Receivable  or  Eligible  Inventory,  as well as any of the  following:  (i) the
financial  and  business   climate  of  the  Borrower's   industry  and  general
macroeconomic  conditions,  (ii) changes in collection history and dilution with

<PAGE>

respect to the Accounts, (iii) changes in demand for, and pricing of, Inventory,
(iv)  changes  in any  concentration  of  risk  with  respect  to  Accounts  and
Inventory,  (v) changes in turnover  statistics with respect to Inventory and/or
Accounts,  including actual versus historical and projected,  and (vi) any other
factors  that change the credit risk of lending to the  Borrower on the security
of the Accounts and  Inventory.  The burden of  establishing  lack of good faith
hereunder shall be on the Borrower.

     Person shall mean any individual, sole proprietorship, partnership, limited
     ------
liability   company,   joint  venture,   trust,   unincorporated   organization,
association,  corporation,  institution,  entity, party or government (including
any division, agency or department thereof), and, as applicable, the successors,
heirs and assigns of each.

     Plan shall mean any employee benefit plan, program or arrangement,  whether
     ----
oral or written, maintained or contributed to by the Borrower or any Subsidiary,
or with respect to which the Borrower or any Subsidiary may incur liability.

     Pledge Agreement shall mean that certain Pledge Agreement,  dated as of the
     ----------------
Initial Closing Date, pursuant to which the Borrower pledged to the Agent all of
the issued and outstanding shares of capital stock of GLC, Wickes  International
Holding  Corporation  and  LTC  owned  by  the  Borrower  as  security  for  the
Obligations, as the same has been, or may be, amended, restated, supplemented or
otherwise modified from time to time.

     Proportionate Share shall mean, with respect to any Revolving Lender, (i) a
     -------------------
fraction (expressed as a percentage), the numerator of which shall be the amount
of such Revolving  Lender's  Revolving  Commitment and the  denominator of which
shall be the  Revolving  Commitments  of all  Revolving  Lenders or, (ii) if the
Revolving Commitments are terminated, a fraction the numerator of which shall be
the principal amount of such Revolving  Lender's Revolving Loans outstanding and
the  denominator  of  which  shall  be the  aggregate  principal  amount  of all
Revolving  Loans of all  Revolving  Lenders  then  outstanding,  or (iii) if the
Revolving  Commitments are terminated and no Revolving Loans are outstanding,  a
fraction  the  numerator  of which shall be such  Revolving  Lender's  aggregate
participation interests,  pursuant to Section 3.3, in the Letters of Credit then
outstanding  and  the  denominator  of  which  shall  be the  Letter  of  Credit
Obligations.

     Purchase  Money  Liens shall mean liens on any item of  Equipment  acquired
     ---------------
after the Initial  Closing Date,  provided that: (i) each such lien shall attach
                                  --------
only to the  property to be  acquired;  (ii) a  description  is furnished to the
Agent for any property so acquired,  the purchase price of which is greater than
$250,000; and (iii) the debt incurred in connection with such acquisitions shall
not exceed  the amount of the  purchase  price of such items of  Equipment  then
being financed.

     Real Estate shall mean all real  property  owned or leased by the Borrower,
     -----------
together with all fixtures, improvements and other structures thereon.

     Reduced  Rate shall have the meaning  given to such term in Section  5.9(b)
     -------------
hereof, relating to backup withholding tax.

     Register  shall  have the  meaning  given to such term in  Section  12.6(e)
     --------
hereof.

     Regulation  D shall  mean  Regulation  D of the Board of  Governors  of the
     -------------
Federal Reserve System as from time to time in effect and any successor thereto.

     Reportable Event shall mean any of the events described in Section 4043
     ----------------
of ERISA and the regulations thereunder.
<PAGE>

     Required  Available Amount means (a) $15,000,000 at any time the sum of the
     --------------------------
amount of Revolving Loans plus Letter of Credit  Obligations is equal to or less
than  $160,000,000,  and (b)  $20,000,000  at any time the sum of the  amount of
Revolving Loans plus Letter of Credit Obligations is greater than $160,000,000.

     Requirement of Law shall mean, as to any Person, the Governing Documents of
     ------------------
such Person,  and any 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.

     Retiree  Health Plan shall mean an "employee  welfare  benefit plan" within
     --------------------
the meaning of Section  3(l) of ERISA that  provides  benefits to persons  after
termination of employment, other than as required by Section 601 of ERISA.

     Revolving  Commitment"  shall mean, with respect to each Revolving  Lender,
     ---------------------
the  commitment of such  Revolving  Lender  hereunder set forth as its Revolving
Commitment  opposite  its name on Annex I hereto or as may  subsequently  be set
forth in the Register from time to time, as the same may be reduced from time to
time pursuant to Section 2.6.

     "Revolving Lender" shall mean each Lender having a Revolving  Commitment as
     ------------------
set  forth on Annex I hereto or in the  Assignment  and  Acceptance  by which it
becomes a Lender.

     Revolving  Loans shall have the  meaning  given to such term in Section 2.1
     ----------------
hereof,  any of which  Revolving  Loans may be a Eurodollar  Rate Loan or a Base
Rate Loan.

     Revolving Note shall mean a promissory note of the Borrower payable to
     --------------
the order of any Revolving Lender, in the form of Exhibit A, evidencing the
aggregate Indebtedness of the Borrower to such Revolving Lender resulting from
the Revolving Loans made by such Revolving Lender or acquired by such Revolving
Lender pursuant to Section 12.6 hereof, as the same may from time to time be
amended, restated, supplemented or otherwise modified.

     Security  Agreement  shall mean the Security  Agreement,  dated the Initial
     -------------------
Closing Date, between the Agent and the Borrower, as such agreement has been, or
may be, amended, restated, supplemented or otherwise modified from time to time.

     Secured  Interest Rate Agreement  shall mean an Interest Rate Agreement (i)
     --------------------------------
between  the  Borrower  and (A) any Lender or (B) any  Affiliate  of any Lender;
provided,  that,  in the case of this  clause  (B),  each  Lender  has agreed to
indemnify  its  Affiliates  from any losses  incurred  due to the failure of the
Borrower to pay any  amounts  owed to such  Affiliate  in  connection  with such
Interest  Rate  Agreement,  and (ii) that,  in the  Permitted  Discretion of the
Agent,  is intended to protect the Borrower from  fluctuations in interest rates
and is otherwise satisfactory to the Agent.

     Senior   Subordinated  Notes  shall  mean  the  Borrower's  11-5/8%  Senior
     ----------------------------
Subordinated  Notes due 2003,  issued  pursuant  to the  Indenture,  as amended,
supplemented or otherwise modified from time to time as permitted hereby or with
the prior written consent of the Majority Lenders.

     Settlement  Date shall have the  meaning  given to such term in Section 2.4
     ----------------
hereof.

     Subsidiary shall mean as to any Person, a corporation, partnership or other
     ----------
entity of which shares of stock or other  ownership  interests  having  ordinary

<PAGE>

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 the Borrower.

     Supplemental  Indenture shall have the meaning given such term in the Offer
     -----------------------
to Purchase.

     Syndication Agent shall mean Fleet Securities, Inc.
     -----------------

     Term  Loan  Commitment  shall  mean,  with  respect  to  each  Lender,  the
     ----------------------
commitment  of such  Lender  hereunder  set  forth as its Term  Loan  Commitment
opposite  its name on Annex I hereto  or as may  subsequently  be set forth in a
register maintained by the Agent from time to time.

     Term Loan  Commitment  Percentage  shall mean at any time,  with respect to
     ---------------------------------
each Lender,  the  percentage  obtained by dividing its Term Loan  Commitment at
such time by all Term Loan Commitments at such time.

     Term Lender  shall mean each Lender  having a Term Loan  Commitment  as set
     -----------
forth on Annex I hereto or in the  Assignment and Acceptance by which it becomes
a Lender.

     Term  Loans  shall  mean  all  loans at any  time  made by any Term  Lender
     -----------
pursuant to Section 4.1 hereof.

     Term Note shall mean a promissory note of the Borrower payable to the order
     ---------
of any  Term  Lender,  in the  form  of  Exhibit  B,  evidencing  the  aggregate
Indebtedness  of the Borrower to such Term Lender  resulting from the Term Loans
made by such Term Lender or acquired  by such  Lender  pursuant to Section  12.6
hereof, as the same may from time to time be amended, restated,  supplemented or
otherwise modified.

     Termination  Event shall mean (i) a  Reportable  Event with  respect to any
     ------------------
Benefit Plan or  Multiemployer  Plan;  (ii) the withdrawal of the Borrower,  any
Subsidiary  or any ERISA  Affiliate  from a Benefit  Plan  during a plan year in
which such entity was a "substantial  employer" as defined in Section 4001(a)(2)
of ERISA; (iii) the providing of notice of intent to terminate a Benefit Plan in
a  distress  termination  described  in  Section  4041(c)  of  ERISA;  (iv)  the
institution  by  the  PBGC  of  proceedings  to  terminate  a  Benefit  Plan  or
Multiemployer  Plan;  (v) any  event or  condition  (a) which  might  constitute
grounds under Section 4042 of ERISA for the  termination  of, or the appointment
of a trustee to administer,  any Benefit Plan or Multiemployer Plan, or (b) that
may result in termination of a  Multiemployer  Plan pursuant to Section 4041A of
ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections
4203 and 4205 of ERISA,  of the Borrower,  any Subsidiary or any ERISA Affiliate
from a Multiemployer Plan.

     Total Commitments shall mean the Commitments of all the Lenders.
     -----------------

     Type shall  mean,  in  reference  to a  Revolving  Loan or a Term Loan,  as
     ----
applicable, that it is a Eurodollar Rate Loan or a Base Rate Loan.

     Unused  Availability  shall mean, on any date, the Borrowing Base, less the
     --------------------
sum of (i) the Letter of Credit  Obligations on such date and (ii) the aggregate
outstanding principal balance of the Revolving Loans on such date.
<PAGE>

     Unused  Line Fee shall have the  meaning  given to such term in Section 5.5
     ----------------
hereof.

     1.2 Accounting Terms and Determinations.

     Unless otherwise defined or specified herein,  all accounting terms used in
this Credit  Agreement shall be construed in accordance with GAAP,  applied on a
basis  consistent  in  all  material  respects  with  the  Financial  Statements
delivered  to  the  Agent  on  or  before  the  Closing  Date.   All  accounting
determinations for purposes of determining compliance with Sections 9.1, 9.2 and
9.3 hereof  shall be made in  accordance  with GAAP as in effect on the  Closing
Date and applied on a basis consistent in all material respects with the audited
Financial  Statements  delivered to the Agent on or before the Closing Date. The
Financial  Statements  required  to be  delivered  hereunder  from and after the
Effective  Date,  and all financial  records,  shall be maintained in accordance
with GAAP.  If GAAP shall  change from the basis used in  preparing  the audited
Financial  Statements  delivered to the Agent on or before the Closing Date, the
certificates  required to be  delivered  pursuant  to Section 8.1  demonstrating
compliance  with the covenants  contained  herein shall,  at the election of the
Borrower  or upon the  request of the  Majority  Lenders,  include  calculations
setting forth the  adjustments  necessary to demonstrate  how the Borrower is in
compliance  with the  financial  covenants  based  upon GAAP as in effect on the
Closing Date.

     1.3 Other Defined Terms.

         Terms not otherwise defined herein which are defined in the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts (the "Code")
shall have the meanings given them in the Code. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Credit Agreement shall
refer to this Credit Agreement as a whole and not to any particular provision of
this Credit Agreement, and references to Article, Section, Annex, Schedule,
Exhibit and like references are references to this Credit Agreement unless
otherwise specified.

ARTICLE 2. REVOLVING LOANS
--------------------------

     2.1 Revolving Commitments.

     Subject to the terms and conditions set forth in this Credit Agreement,  on
and after the  Closing  Date and to and  excluding  the  Expiration  Date,  each
Revolving  Lender  severally  agrees to make loans and  advances to the Borrower
("Revolving  Loans")  in an amount  not to exceed at any time its  Proportionate
Share of the lesser of the Revolving  Commitments  of all Revolving  Lenders and
the Borrowing Base minus,  in each case, the then  outstanding  Letter of Credit
Obligations. "Borrowing Base" shall mean the sum of:

        (A)      eighty-five percent (85%) of Eligible Accounts Receivable, plus
                                                                            ----

        (B)      sixty percent (60%) of Eligible Inventory, minus
                                                            -----

        (C)      the aggregate amount of reserves, if any, established by the
                 Agent;

provided that until the earlier of payment in full of all obligations  under the
-------------
Indenture and the Senior Subordinated Notes or the amendment of the Indenture by
the Supplemental Indenture,  the sum of the outstanding principal balance of the
Loans and the  outstanding  Letter of Credit  Obligations  shall not  exceed the

<PAGE>

aggregate of (i) an amount equal to  ninety-five  percent  (95%) of the net book
value of the Borrower's Accounts and seventy-five  percent (75%) of the net book
value of the Borrower's Inventory, plus (ii) $10,000,000.00.

The Agent,  in the exercise of its Permitted  Discretion,  may (i) establish and
increase or decrease reserves against Eligible Accounts  Receivable and Eligible
Inventory,  (ii) reduce the advance rates  provided for in this  definition,  or
restore such advance  rates to any level equal to or below the advance  rates in
effect as of the date of this  Credit  Agreement,  and (iii)  impose  additional
restrictions  (or eliminate such  additional  restrictions)  to the standards of
eligibility set forth in the definitions of "Eligible  Accounts  Receivable" and
"Eligible  Inventory." The reserves  against  Eligible  Accounts  Receivable and
Eligible  Inventory will be adjusted monthly,  or at more frequent  intervals as
determined by the Agent.  Revolving Loans may be repaid and reborrowed.  Without
limiting the foregoing,  the reserves established by the Agent as of the Closing
Date are an environmental reserve and a sales tax reserve.

     2.2 Borrowing of Revolving Loans.

     It is  contemplated  that  Revolving  Loans will be made  available  to the
Borrower by the Revolving Lenders ("Lender  Advances") and, in the circumstances
described in Section  2.2(b),  from the Agent acting on behalf of the  Revolving
Lenders ("Agent Advances"). The Borrower hereby agrees to execute and deliver to
each Revolving  Lender a Revolving Note in the form of Exhibit A to evidence the
Revolving Loans made to the Borrower by such Revolving Lender.

     (a)  Lender Advances of Revolving  Loans.  Subject to the  determination by
          ------------------------------------
          the Agent and the Revolving  Lenders that the conditions for Borrowing
          contained in Section 6.2 are satisfied,  upon notice from the Borrower
          to the Agent  ("Notice of  Borrowing"),  Lender  Advances of Revolving
          Loans  shall  be  made  to  the  extent  of  each  Revolving  Lender's
          Proportionate  Share of the requested  Borrowing;  provided that in no
          event will any Revolving  Lender be obligated to have Revolving  Loans
          outstanding in excess of such Revolving Lender's  Commitment less such
          Revolving Lender's Proportionate Share of outstanding Letter of Credit
          Obligations.  The  Notice  of  Borrowing  shall  specify  whether  the
          requested Borrowing is of Base Rate Loans or Eurodollar Rate Loans.

     (b)  Agent  Advances of Revolving  Loans.  The Agent is  authorized  by the
          ------------------------------------
          Revolving  Lenders,  but  is  not  obligated,  to  make  AgentAdvances
          consisting  only of Base Rate  Loans  (i) upon a Notice  of  Borrowing
          received by the Agent,  or (ii) upon advice received by the Agent on a
          Business Day from the Disbursement  Account Bank of the face amount of
          checks drawn on the Disbursement  Account,  which have been or will be
          presented  for  payment  on that day  minus the  amount of funds  then
                                                -----
          available in the Disbursement Account,  pursuant to Section 2.2(c), or
          (iii)  to  fund  the  Borrower's  wire  transfer  requirements.  Agent
          Advances  (together with all other  Revolving  Loans and all Letter of
          Credit Obligations  outstanding) may not at any time exceed the amount
          available for borrowing  under Section 2.1.  Agent  Advances  shall be
          subject to periodic settlement, which shall be no less frequently than
          weekly,  with the Revolving  Lenders under Section 2.4. Agent Advances
          of Base Rate Loans may be made only in the following circumstances:

          (i)  For  administrative  convenience,  the  Agent  may,  but  is  not
               obligated to, make Agent Advances in reliance upon the Borrower's

<PAGE>

               actual  or  deemed  representations  under  Section  6.2 that the
               conditions for borrowing are satisfied.

          (ii) If the  conditions  for  borrowing  under  Section  6.2 cannot be
               fulfilled,  the  Borrower  shall in its  Notice of  Borrowing  or
               otherwise give immediate notice thereof to the Agent, with a copy
               to each of the Revolving  Lenders,  and the Agent may, but is not
               obligated  to,  continue to make Agent  Advances for fifteen (15)
               Business Days from the date the Agent first receives such notice,
               or until  sooner  instructed  by the  Majority  Lenders to cease;
               provided that the Agent provides the Revolving  Lenders  promptly
               --------
               with a copy of such Notice of Borrowing or other notice delivered
               by the Borrower to the Agent of the Borrower's failure to satisfy
               the conditions for borrowing under Section 6.2.

     (c)  Disbursement  of Revolving  Loans.  Revolving  Loans,  whether made as
          ----------------------------------
          Lender Advances or Agent Advances, subject to the terms and conditions
          of this Credit Agreement, will be made as follows:

          (i)  The  Borrower  has informed the Agent that it has decided to open
               an  account  (the   "Disbursement   Account")   with  Fleet  (the
               "Disbursement  Account  Bank") for the  purpose  of paying  trade
               payables and other operating expenses. The Agent is authorized to
               transmit  proceeds of Revolving Loans upon advice received by the
               Agent from the Disbursement Account Bank, as described in Section
               2.2(b),  directly to the Disbursement  Account. In the absence of
               contrary  instructions  from the  Borrower,  such advice from the
               Disbursement  Account Bank will be deemed a sufficient  Notice of
               Borrowing for an Agent Advance of Base Rate Loans.

          (ii) It is contemplated that Revolving Loans be made available to fund
               the  Borrower's  Letter of Credit  Obligations,  as  described in
               Section 3.5, and such  Revolving  Loans may be made  available by
               the Agent  directly  to the  Issuing  Bank upon  notice  from the
               Issuing Bank of unfunded Letter of Credit Obligations.

          (iii)The Agent  will  make  requested  Revolving  Loans  available  as
               instructed in a Notice of  Borrowing,  and in the absence of such
               instructions,  shall  transmit  the  proceeds  of such  requested
               Revolving Loans directly to the Disbursement Account.

     (d)  Notices of  Borrowing;  Minimum  Amounts.  Notice of Borrowing for (i)
          -----------------------------------------
          Lender  Advances of Base Rate Loans shall be given not later than Noon
          Boston time on the same  Business  Day of the proposed  Borrowing  and
          (ii) Agent  Advances  of Base Rate Loans shall be given not later than
          3:00  P.M.  Boston  time  on the  same  Business  Day of the  proposed
          Borrowing.  Notice of  Borrowing  for  Eurodollar  Rate Loans shall be
          given not later than 5:00 P.M.  Boston time on the third  Business Day
          prior to the proposed Borrowing.
<PAGE>

          (i)  Notices of Borrowing may be given under this Section by telephone
               or  facsimile  transmission,   and,  if  by  telephone,  promptly
               confirmed in writing substantially in the form of Exhibit F. Once
               given, a Notice of Borrowing is irrevocable by and binding on the
               Borrower.

          (ii) The Borrower  shall  specify in each Notice of Borrowing  whether
               the  conditions  for the  requested  Borrowing  are satisfied and
               whether  the  requested  Borrowing  is  of  Base  Rate  Loans  or
               Eurodollar  Rate  Loans.  The  Borrower  may  request one or more
               Borrowings on the same Business Day. Each such  Borrowing  shall,
               unless otherwise  specifically provided herein,  consist entirely
               of Revolving  Loans of the same Type and, if such Borrowing is to
               consist of Eurodollar Rate Loans, shall be in an aggregate amount
               for all  Revolving  Lenders  of not less  than  $1,000,000  or an
               integral multiple of $100,000 in excess thereof. The right of the
               Borrower  to  choose  Eurodollar  Rate  Loans is  subject  to the
               provisions of Section 5.7.

          (iii)On or prior to the Closing  Date,  the  Borrower  will provide to
               the  Agent  a  list,  with  specimen   signatures,   of  officers
               authorized to request Revolving Loans,  substantially in the form
               attached  as  Exhibit J to this  Credit  Agreement.  The Agent is
               entitled  to rely  upon  such list  until it is  replaced  by the
               Borrower. The Agent shall have no duty to verify the authenticity
               of the  signature  appearing  on any Notice of Borrowing or other
               writing delivered  hereunder and, with respect to an oral request
               for Revolving  Loans,  the Agent shall have no duty to verify the
               identity  of any  individual  representing  himself as one of the
               officers  authorized  to  make  such  request  on  behalf  of the
               Borrower.  Neither  the  Agent nor any of the  Revolving  Lenders
               shall incur any  liability  to the Borrower as a result of acting
               upon any  telephonic  notice the Agent  believes in good faith to
               have been given by a duly authorized  officer or other individual
               authorized to request  Revolving  Loans on behalf of the Borrower
               or for otherwise acting in good faith.

     2.3 Settlement of Lender Advances and Repayments.

     The Agent shall give each  Revolving  Lender  prompt notice by telephone or
facsimile transmission of a Notice of Borrowing that requests Lender Advances of
Revolving  Loans. No later than 3:00 P.M. Boston time on the date designated for
the Borrowing,  each Revolving Lender, for the account of its Applicable Lending
Office,   shall  make  available  to  the  Agent  at  the  Agent's  address  its
Proportionate Share of such Borrowing in immediately available funds. Unless the
Agent receives  contrary  written notice prior to the date of any such Borrowing
of Revolving  Loans,  it is entitled to assume that each  Revolving  Lender will
make  available  its  Proportionate  Share of the Borrowing and in reliance upon
that  assumption,  but  without  any  obligation  to do  so,  may  advance  such
Proportionate Share on behalf of the Revolving Lender.

     2.4 Periodic Settlement of Agent Advances and Repayments.

     (a)  The Settlement  Date. The amount of Revolving  Loans and the amount of
          ---------------------
<PAGE>

          each Revolving Lender's  Proportionate  Share of Revolving Loans shall
          be computed weekly (or more frequently in the Agent's  discretion) and
          shall be adjusted  upward or  downward  based on all  Revolving  Loans
          (including  Agent Advances) and repayments of Revolving Loans received
          by the Agent as of 5:00 P.M.  Boston time on the last  Business Day of
          the period specified by the Agent (such date, the "Settlement Date").

     (b)  Summary  Statements;  Settlements.  The Agent shall deliver to each of
          ----------------------------------
          the Revolving  Lenders  promptly after the  Settlement  Date a summary
          statement  of the amount of  outstanding  Revolving  Loans  (including
          Agent  Advances) for the period and the amount of repayments  received
          for the period. As reflected on the summary  statement:  (i) the Agent
          shall  transfer  to each  Revolving  Lender  its  allocated  share  of
          interest  and  Unused  Line  Fee  and  its   Proportionate   Share  of
          repayments; and (ii) each Revolving Lender shall transfer to the Agent
          (as  provided  below),  or the Agent shall  promptly  transfer to each
          Revolving Lender,  such amounts as are necessary to insure that, after
          giving  effect to all such  transfers,  the amount of Revolving  Loans
          made by  each  Revolving  Lender  shall  be  equal  to such  Revolving
          Lender's  Proportionate  Share of the  aggregate  amount of  Revolving
          Loans outstanding as of such Settlement Date. If the summary statement
          requires  transfers to be made to the Agent by the  Revolving  Lenders
          and is received  prior to 12:00 Noon  Boston  time on a Business  Day,
          such transfers  shall be made in immediately  available funds no later
          than 3:00 P.M. Boston time that day; and, if received after 12:00 Noon
          Boston  time,  then no later  than 3:00 P.M.  Boston  time on the next
          Business Day. The obligation of each Revolving Lender to transfer such
          funds  is  irrevocable,  unconditional  and  without  recourse  to  or
          warranty by the Agent.

     (c)  Distribution  of  Interest  and  Unused  Line  Fees.  Interest  on the
          ----------------------------------------------------
          Revolving Loans (including Agent Advances) together with the amount of
          the Unused Line Fee, shall be allocated by the Agent to each Revolving
          Lender in accordance with the  Proportionate  Share of Revolving Loans
          actually  funded by and  repaid to each  Revolving  Lender,  and shall
          accrue  from  and  including  the date  such  Revolving  Loans  are so
          advanced and to but excluding the date such Revolving Loans are either
          repaid  by the  Borrower  or  actually  settled  under  this  Section.
          Promptly  after the end of each month (or, with respect to interest on
          Eurodollar Rate Loans, promptly after such interest is received by the
          Agent),  the Agent  shall  distribute  to each  Revolving  Lender  its
          allocated share of the interest and the Unused Line Fee accrued during
          that month.

     2.5 Defaulting Lenders.

     (a)  A Revolving Lender who fails to pay the Agent its Proportionate  Share
          of any Revolving  Loans  (including  Agent Advances) made available by
          the Agent on such Revolving  Lender's behalf,  or who fails to pay any
          other amount owing by it to the Agent,  is a "Defaulting  Lender." The
          Agent may recover all such  amounts  owing by a  Defaulting  Lender on
          demand.  If the  Defaulting  Lender  does not pay such  amounts on the
          Agent's  demand,  the Agent shall promptly notify the Borrower and the
          Borrower  shall pay such  amounts  within five (5) Business  Days.  In
          addition,  the  Defaulting  Lender or the Borrower shall pay the Agent
          interest  on such  amount  for  each  day  from  the  date it was made
          available  by the Agent to the Borrower to the date it is recovered by
          the Agent at a rate per annum equal to (x) the overnight Federal Funds

<PAGE>

          Rate, if paid by the  Defaulting  Lender,  or (y) the then  applicable
          rate of interest  calculated under Section 5.1 for Revolving Loans, if
          paid by the Borrower;  plus, in each case, the Expenses and losses, if
                                 -----
          any,  incurred  as a result  of the  Defaulting  Lender's  failure  to
          perform its obligations.

     (b)  The failure of any Revolving Lender to fund its Proportionate Share of
          any Revolving Loan  (including  Agent  Advances) shall not relieve any
          other  Revolving  Lender of its  obligation to fund its  Proportionate
          Share of such Revolving Loan. Conversely, no Revolving Lender shall be
          responsible  for the failure of another  Revolving  Lender to fund its
          Proportionate Share of a Revolving Loan.

     (c)  The Agent shall not be obligated  to transfer to a  Defaulting  Lender
          any  payments  made by the Borrower to the Agent  (including,  without
          limitation,  with respect to the  Revolving  Loans and the Term Loans)
          for the Defaulting Lender's benefit;  nor shall a Defaulting Lender be
          entitled to the sharing of any payments hereunder.  Amounts payable to
          a Defaulting Lender shall instead be paid to or retained by the Agent.
          The Agent may hold and, in its discretion, re-lend to the Borrower the
          amount of all such payments received or retained by it for the account
          of such  Defaulting  Lender.  For purposes of voting or  consenting to
          matters with respect to the Credit  Documents,  such Defaulting Lender
          shall be deemed  not to be a  "Revolving  Lender"  and such  Revolving
          Lender's  Commitment  shall be deemed to be zero (0). The operation of
          this Section  shall not be  construed to increase or otherwise  affect
          the Revolving Commitment of any Revolving Lender, or relieve or excuse
          the  performance  by  the  Borrower  of  its  duties  and  obligations
          hereunder.

     2.6 Mandatory Payments; Reduction of Commitments.

     (a)  The  aggregate  balance  of  Revolving  Loans and all Letter of Credit
          Obligations  outstanding  at any time in excess  of the  lesser of the
                                                              --------------
          aggregate of the Revolving  Commitments  of all Revolving  Lenders and
          the Borrowing  Base shall be immediately  due and payable  without the
          necessity of any demand.

     (b)  On the  Expiration  Date,  the Revolving  Commitment of each Revolving
          Lender shall  automatically  reduce to zero and may not be reinstated.
          Upon seven (7) days'  notice to the Agent and each  Revolving  Lender,
          the  Borrower  may  reduce or  terminate  the  unused  portion  of the
          Revolving Commitments at any time and from time to time in whole or in
          part. Each such reduction of the Revolving  Commitments  must be in an
          amount  not  less  than  $1,000,000  (and in  increments  of  $500,000
          thereafter)  and  shall  reduce  the  Revolving   Commitment  of  each
          Revolving Lender by each such Revolving Lender's  Proportionate  Share
          of  the  reduction.   Once  reduced,   no  portion  of  the  Revolving
          Commitments may be reinstated.

     2.7 Maintenance of Loan Account; Statements of Account.

     The  Agent  shall  maintain  an  account  on its  books  in the name of the
Borrower  (the "Loan  Account") in which the  Borrower  will be charged with all
loans and  advances  made by the Lenders to the  Borrower or for the  Borrower's
account,  including the Revolving Loans,  and all Letter of Credit  Obligations,
the Fees,  the Expenses and any other  Obligations  (other than the Term Loans).
The Loan  Account will be credited  with all amounts  received by the Agent from
the Borrower or from others for the  Borrower's  account,  including all amounts

<PAGE>

received in the Fleet Account from the Blocked  Account Banks.  After the end of
each month,  the Agent shall send the  Borrower a statement  accounting  for the
charges,  loans, advances and other transactions occurring among and between the
Agent,  the Lenders and the Borrower during that month.  The monthly  statements
shall, absent manifest error, be an account stated,  which is final,  conclusive
and binding on the Borrower.

     2.8 Payment Procedures.

     Payments of interest,  Fees and Expenses  shall be made not later than 2:00
P.M. Boston time on the day when due, in immediately  available Dollars,  to the
Agent at its address  set forth in Section  12.5  hereof.  The  Borrower  hereby
authorizes  the Agent to charge the Loan Account with the amount of all payments
to be made  hereunder and under the other Credit  Documents,  including all Fees
and  Expenses  and  payments  on  account  of the Term  Loans,  as and when such
payments  become due. The Borrower's  obligations to the Lenders with respect to
such payments  shall be discharged by making such payments to the Agent pursuant
to this Section or by charging the Loan Account.

     2.9 Collection of Accounts.

     (a)  All  Collections  and other amounts  received by the Borrower from any
          account debtor,  in addition to all other cash received from any other
          source  (including,  without  limitation,  upon sales of Collateral or
          other property  permitted  hereunder  (unless remitted directly to the
          Agent)),  shall upon receipt be  deposited  into an account  (each,  a
          "Blocked  Account") opened by the Borrower at a financial  institution
          selected by the Borrower and acceptable to the Agent (each, a "Blocked
          Account Bank").  The Borrower shall use its best efforts to cause each
          Blocked  Account Bank to enter into an agreement with the Borrower and
          the  Agent  substantially  in the  form of  Exhibit  K to this  Credit
          Agreement (each, a "Blocked Account  Agreement"),  provided that, with
                                                             --------
          respect  to any  Blocked  Account  not  subject  to a Blocked  Account
          Agreement,  the Agent may require the  Borrower to close such  Blocked
          Account and have all funds  therein  transferred  to the Fleet Account
          and all future  Collections which would otherwise be deposited in such
          Blocked Account  deposited in another Blocked Account which is subject
          to a Blocked Account Agreement. Deposits in each Blocked Account shall
          be transferred  via the automated  clearing house system each Business
          Day into an account (the "Fleet  Account")  maintained by the Agent at
          Fleet and established  pursuant to a concentration  account  agreement
          entered into among the Borrower,  the Agent and Fleet substantially in
          the form of Exhibit L to the this Credit Agreement (the "Concentration
          Account Agreement"). Where applicable, such transfers shall be subject
          to the terms and conditions of the relevant Blocked Account Agreement.
          The  Borrower  shall  accurately  report all amounts  deposited in the
          Blocked  Accounts to ensure the proper  transfer of funds as set forth
          above.

     (b)  The Borrower may request that the Agent close Blocked  Accounts and/or
          open new Blocked Accounts (or, in either case,  permit the Borrower to
          do  so),  subject  to the  execution  and  delivery  to the  Agent  of
          appropriate Blocked Account Agreements (unless expressly waived by the
          Agent)  consistent  with  the  provisions  of  this  Section  2.9  and
          otherwise satisfactory to the Agent.

     2.10 Application of Payments.
<PAGE>

     All amounts  received in the Fleet  Account from the Blocked  Account Banks
shall be credited to the Loan  Account.  If an Event of Default has occurred and
is  continuing,  all  amounts  received  by the  Agent in the Fleet  Account  or
otherwise shall be applied in the following order:  first, to the payment of any
                                                    -----
Fees,  Expenses or other  Obligations  (exclusive of principal and interest) due
and  payable  to the  Agent  under any of the  Credit  Documents  or  otherwise,
including  amounts  advanced by the Agent on behalf of the  Lenders  pursuant to
Section  2.4(b);  second,  to  the  payment  of  any  Fees,  Expenses  or  other
                  ------
Obligations  due  and  payable  to the  Issuing  Bank  under  any of the  Credit
Documents;  third,  to the  ratable  payment  of any  Fees,  Expenses  or  other
            -----
Obligations due and payable to the Syndication Agent or the Lenders under any of
the Credit Documents other than those  obligations  specifically  referred to in
this Section 2.10;  fourth, to the ratable payment of interest due on the Loans;
                    ------
fifth,  to the ratable payment of all principal due on the Loans and Obligations
-----
in an amount not  exceeding  $5,000,000  owing under or in  connection  with the
Secured  Interest Rate Agreements;  and sixth, the payment of Obligations  owing
                                        -----
under or in connection with the Secured Interest Rate Agreements in an amount in
excess of $5,000,000.  Any payment  received  hereunder as a distribution in any
proceeding  referred to in Section  10.1(f)  shall,  unless paid with respect to
amounts  specifically  owing to the Agent, the Syndication  Agent or the Issuing
Bank, be distributed and applied to the payment of the amounts due hereunder and
under the Notes  ratably in  accordance  with such  amounts  (or,  if a court of
competent jurisdiction shall otherwise specify, as specified by such court).

ARTICLE 3. LETTERS OF CREDIT
----------------------------

     3.1 Issuance of Letters of Credit.

     Subject to the terms and conditions of this Credit Agreement,  on and after
the Initial Closing Date and to and including the thirtieth  (30th) day prior to
the Expiration Date, the Issuing Bank shall issue Letters of Credit hereunder at
the request of the Borrower and for its account, as more specifically  described
below.  The Issuing Bank shall not issue any Letter of Credit for the account of
the Borrower if at the time of such requested issuance:

     (a)  The face amount of such requested Letter of Credit,  when added to the
          Letter of Credit Obligations then outstanding,  would cause the Letter
          of Credit Obligations to exceed (i) $30,000,000 or, (ii) when added to
          the  aggregate  amount of  Revolving  Loans  and all  Letter of Credit
          Obligations  then  outstanding  would  cause the sum of the  aggregate
          amount of  Revolving  Loans and  Letter  of  Credit  obligations  then
          outstanding  to  exceed  the  lesser  of (x) the  aggregate  Revolving
          Commitments  of all Revolving  Lenders and (y) the Borrowing Base then
          in effect;

     (b)  Any  order,  judgment  or  decree  of any  Governmental  Authority  or
          arbitrator  shall  purport  by its  terms to enjoin  or  restrain  the
          Issuing Bank from issuing such Letter of Credit or any  Requirement of
          Law  applicable  to the Agent or the  Issuing  Bank or any  request or
          directive   (whether  or  not  having  the  force  of  law)  from  any
          Governmental Authority with jurisdiction over the Agent or the Issuing
          Bank shall  prohibit,  or request  that the Agent or the Issuing  Bank
          refrain  from,  the  issuance of letters of credit  generally  or such
          Letter of Credit in  particular  or shall impose upon the Agent or the
          Issuing Bank with respect to such Letter of Credit any  restriction or

<PAGE>

          reserve or  capital  requirement  (for which the Agent or the  Issuing
          Bank is not  otherwise  compensated)  not in effect as of the  Closing
          Date,  or any  unreimbursed  loss,  cost  or  expense  which  was  not
          applicable,  in effect or known to the Agent or the Issuing Bank as of
          the Closing Date and which the Agent or the Issuing Bank deems in good
          faith to be material to it; or

     (c)  A default  of any  Lender's  obligations  to fund  under  Section  3.5
          exists, or any Lender is a Defaulting Lender under Section 2.5, unless
          the  Agent  and  the  Issuing  Bank  have  entered  into  satisfactory
          arrangements  with the  Borrower  to  eliminate  the  Agent's  and the
          Issuing  Bank's  risk with  respect  to such  Lender,  including  cash
          collateralization  of such Lender's  Proportionate Share of the Letter
          of Credit Obligations.

     3.2 Terms of Letters of Credit.

     The Letters of Credit shall be in a form customarily  issued by the Issuing
Bank or in such other form as has been approved by the Issuing Bank. At the time
of issuance,  the amount and the terms and  conditions of each Letter of Credit,
and of any drafts or acceptances thereunder, shall be subject to approval by the
Agent and the Borrower. In no event may the term of any standby Letter of Credit
issued  hereunder  exceed  360 days nor the term of any  documentary  Letter  of
Credit exceed 120 days, and all Letters of Credit issued  hereunder shall expire
no later than the date that is five (5)  Business  Days prior to the  Expiration
Date. Any Letter of Credit  containing an automatic renewal provision shall also
contain a provision  pursuant  to which,  notwithstanding  any other  provisions
thereof,  it shall  expire no later than the date that is five (5) days prior to
the Expiration Date.

     3.3 Revolving Lenders' Participation.

     Immediately upon issuance or amendment by the Issuing Bank of any Letter of
Credit  in  accordance  with the  procedures  set  forth in  Section  3.1,  each
Revolving  Lender  shall  be  deemed  to have  irrevocably  and  unconditionally
purchased and received from the Issuing Bank,  without recourse or warranty,  an
undivided  interest and  participation to the extent of such Revolving  Lender's
Proportionate Share (based upon its Revolving  Commitment) in the liability with
respect to such Letter of Credit (including, without limitation, all obligations
of the Borrower  with respect  thereto,  other than amounts owing to the Issuing
Bank  consisting  of Issuing  Bank Fees) and any  security  therefor or guaranty
pertaining thereto.

     3.4 Notice of Issuance.

     Whenever  the  Borrower  desires the  issuance  of a Letter of Credit,  the
Borrower  shall  deliver  to the Agent a written  notice no later than 1:00 P.M.
Boston time at least five (5) Business  Days (or such  shorter  period as may be
agreed to by the  Issuing  Bank) in advance of the  proposed  date of  issuance,
which written  notice shall be in such form as may be required from time to time
by the  Agent  and  the  Issuing  Bank  (a  "Letter  of  Credit  Request").  The
transmittal  by the Borrower of each Letter of Credit Request shall be deemed to
be a  representation  and warranty by the Borrower that the Letter of Credit may
be issued in  accordance  with and will not violate any of the  requirements  of
Section  3.1.  Prior to the date of  issuance  of each  Letter  of  Credit,  the
Borrower  shall provide to the Agent a precise  description of the documents and
the text of any certificate to be presented by the beneficiary of such Letter of
Credit which if presented by such beneficiary on or prior to the expiration date
of the Letter of Credit would require the Issuing Bank to make payment under the
Letter of Credit.  The Issuing Bank,  in its  reasonable  judgment,  may require
changes  in any such  documents  and  certificates.  No Letter  of Credit  shall
require  payment against a conforming  draft to be made thereunder  prior to the
second  Business Day (under the laws of the  jurisdiction  of the Issuing  Bank)

<PAGE>

after the date on which such draft is  presented,  together  with all  documents
and/or certificates  required to be presented in connection  therewith under the
terms of the  applicable  Letter of Credit.  A Letter of Credit  Request  may be
given in writing or  electronically  and, if requested by the Agent, with prompt
confirmation in writing. Any electronic Letter of Credit Request shall be deemed
to have  been  prepared  by,  or under the  supervision  of the chief  financial
officer of the Borrower.  The Agent shall  promptly  provide the  aforementioned
Letter  of  Credit   Request,   document   description   and  proposed  text  of
certification to the Issuing Bank.

     3.5 Payment of Amounts Drawn Under Letters of Credit.

     In the event of any drawing  under any Letter of Credit by the  beneficiary
thereof,  the  Issuing  Bank  shall  notify the Agent,  which  shall  notify the
Borrower of such draw, not later than 11:00 A.M. Boston time on the Business Day
immediately  prior to the date on which the Issuing  Bank  intends to honor such
drawing.  The  Borrower  will be deemed to have  concurrently  given a Notice of
Borrowing to the Agent for  Revolving  Loans in the amount of and at the time of
such drawing.  Subject to  satisfaction  or waiver of the applicable  conditions
specified in Article 6 hereof and the other terms and  conditions  of Borrowings
contained  herein,  the Revolving  Lenders shall be obligated to, on the date of
such drawing,  make Revolving Loans in the amount of such drawing,  the proceeds
of which shall be applied  directly by the Agent to  reimburse  the Issuing Bank
for the amount of such drawing or payment.  If for any reason,  proceeds of such
Revolving  Loans are not  received by the Issuing Bank on such date in an amount
equal to the amount of such  drawing,  the  Borrower  shall be  obligated to and
shall  reimburse  the Issuing  Bank,  on the Business Day (under the laws of the
jurisdiction  of the  Issuing  Bank)  immediately  following  the  date  of such
drawing, in an amount in immediately  available funds equal to the excess of the
amount of such drawing over the amount of such  Revolving  Loans,  if any, which
are so received,  plus accrued  interest on such amount at the rate set forth in
Section 5.1 hereof.

     3.6 Payment by Revolving Lenders.

     To the extent that Revolving Loans are not made in an amount  sufficient to
reimburse  the Issuing Bank in full for the amount of any draw,  the Agent shall
promptly notify each Revolving Lender of the unreimbursed amount of such drawing
and of such Revolving Lender's respective  participation therein. Each Revolving
Lender shall make  available to the Agent for the benefit of the Issuing Bank an
amount equal to such Revolving Lender's respective  participation in immediately
available funds, not later than 1:00 P.M. Boston time on the Business Day (under
the laws of the jurisdiction of the Issuing Bank) after the date notified by the
Agent.  In the event that any  Revolving  Lender fails to make  available to the
Agent the amount of such  Revolving  Lender's  participation  in such  Letter of
Credit as provided in this  Section  3.6,  the Issuing Bank shall be entitled to
recover such amount on demand from such Revolving  Lender together with interest
at the  Federal  Funds  Rate for the first  three (3)  Business  Days while such
amount  remains  unpaid  and  thereafter  at the  Base  Rate.  The  Agent  shall
distribute to each other Revolving  Lender which has paid all amounts payable by
it under this  Section  3.6 with  respect to any Letter of Credit  issued by the
Issuing Bank such other Revolving Lender's  Proportionate  Share of all payments
subsequently  received  by the  Agent  from the  Borrower  in  reimbursement  of
drawings  honored by the  Issuing  Bank under  such  Letter of Credit  when such
payments are received.

     3.7 Nature of Issuing Bank's Duties.

     In determining  whether to pay under any Letter of Credit, the Issuing Bank
shall be  responsible  only to determine  that the  documents  and  certificates

<PAGE>

required to be  delivered  under that Letter of Credit have been  delivered  and
that they comply on their face with the  requirements  of that Letter of Credit.
As between the Borrower,  the Issuing Bank and each other  Lender,  the Borrower
assumes all risks of the acts and  omissions  of the Issuing Bank (except to the
extent that it is finally judicially determined that such acts or omissions were
the result of the Issuing  Bank's gross  negligence or willful  misconduct),  or
misuse of the Letters of Credit by the respective  beneficiaries of such Letters
of Credit.  In furtherance  and not in limitation of the foregoing,  neither the
Issuing Bank,  the Agent nor any of the other Lenders shall be  responsible  (i)
for the validity,  sufficiency,  accuracy,  genuineness  or legal effects of any
document  submitted  by any party in  connection  with the  application  for and
issuance  of or any  drawing  honored  under such  Letters of Credit  even if it
should  in  fact  prove  to be in  any or all  respects  invalid,  insufficient,
inaccurate,  fraudulent or forged,  (ii) for the validity or  sufficiency of any
instrument  transferring  or assigning or  purporting  to transfer or assign any
such Letter of Credit, or the rights or benefits thereunder or proceeds thereof,
in whole or in part,  which  may  prove to be  invalid  or  ineffective  for any
reason,  (iii) for  failure of the  beneficiary  of any such Letter of Credit to
strictly  comply with  conditions  required in order to draw upon such Letter of
Credit, (iv) for errors,  omissions,  interruptions or delays in transmission or
delivery  of any  messages,  by  mail,  cable,  telegraph,  telex,  telecopy  or
otherwise, whether or not they be in cipher, (v) for errors in interpretation of
technical terms,  (vi) for any loss or delay in the transmission or otherwise of
any  document  required  in order to make a  drawing  under  any such  Letter of
Credit,  or of  the  proceeds  thereof,  (vii)  for  the  misapplication  by the
beneficiary of any such Letter of Credit of the proceeds of any drawing  honored
under such Letter of Credit, and (viii) for any consequences arising from causes
beyond the control of the Issuing Bank, the Agent or the other Lenders.  None of
the above  shall  affect,  impair,  or prevent the vesting of any of the Issuing
Bank's  rights or powers  hereunder.  Any action taken or omitted to be taken by
the Issuing Bank under or in connection  with any Letter of Credit,  if taken or
omitted in the  absence of gross  negligence  or willful  misconduct,  shall not
create for the Issuing  Bank any  liability  to the  Borrower,  the Agent or any
Lender.

     3.8 Obligations Absolute.

     The obligations of the Borrower to reimburse the Issuing Bank for
drawings honored under the Letters of Credit and the obligations of the
Revolving Lenders under Section 3.6 hereof shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Credit Agreement under all circumstances including, without limitation, the
following circumstances:

     (a)  any lack of validity or enforceability of any Letter of Credit;

     (b)  the existence of any claim, set-off,  defense or other right which the
          Borrower or any Affiliate of the Borrower may have at any time against
          a  beneficiary  or any  transferee  of any  Letter of  Credit  (or any
          Persons or entities for whom any such beneficiary or transferee may be
          acting), the Issuing Bank, any Lender or any other Person,  whether in
          connection with this Credit Agreement,  the transactions  contemplated
          herein or any unrelated transaction;

     (c)  any draft, demand,  certificate or any other documents presented under
          any  Letter of Credit  proving to be  forged,  fraudulent,  invalid or
          insufficient  in any respect or any statement  therein being untrue or
          inaccurate in any respect;
<PAGE>

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

     (e)  payment  by the  Issuing  Bank  under any  Letter  of  Credit  against
          presentation of a demand, draft or certificate or other document which
          does not comply with the terms of such Letter of Credit;

     (f)  failure of any drawing under a Letter of Credit or any non-application
          or  misapplication  by the beneficiary of the proceeds of any drawing;
          or

     (g)  the fact that a Default or an Event of Default shall have occurred and
          be continuing;

provided,  however,  that the Borrower shall have no obligation to reimburse the
--------   -------
Issuing Bank, and the Revolving  Lenders shall have no obligation  under Section
3.6  hereof,  in the event of the Issuing  Bank's  willful  misconduct  or gross
negligence in determining whether documents presented under the Letter of Credit
comply with the terms of such Letter of Credit.

ARTICLE 4. The Term Loans
-------------------------

     4.1  Commitment to Make Term Loan.
          -----------------------------

     Subject  to the  terms and  conditions  set  forth in this  Agreement,  the
Borrower shall borrow on the Closing Date a sum equal to $51,650,000  (the "Term
Loan"). Each of the Term Loan Lenders severally (and not jointly) agrees to lend
to the Borrower that Lender's Term Loan Commitment Percentage of the Term Loan.

     4.2 Term Notes.
         -----------

     The Term Loans shall be evidenced by separate  Term Notes of the  Borrower,
dated as of the Closing Date and completed  with  appropriate  insertions.  Each
Term Loan Lender shall receive a Term Note in the principal amount equal to such
Term Loan Lender's Term Loan Commitment.

     4.3 Repayment of Term Loan.
         -----------------------

     The  outstanding  principal  balance  of the Term Loan  shall be payable in
consecutive  quarterly  installments the first of which shall be due on the 31st
day of March,  2001, and the subsequent of which shall be due on the last day of
each June, September, December, and March thereafter. The quarterly installments
shall be in the following amounts for the following periods:
<TABLE>
<CAPTION>



Payment Dates                                 Quarterly Principal Payment
-------------                                 ---------------------------


<S>                                         <C>

March 31, 2001 through and including          $2,113,000
December 31, 2001



March 31, 2002 through and including          $2,348,000
December 31, 2002



March 31, 2003 through and including          $3,052,000
December 31, 2003



March 31, 2004 through and including          $3,052,000
December 31, 2004


March 31, 2005                                $4,695,000

</TABLE>
<PAGE>

In all events and under all  circumstances,  unless sooner paid or  accelerated,
the then  unpaid  principal  balance of the Term Loan and all accrued and unpaid
interest thereon shall be due and payable on the Expiration Date.

     4.4 Mandatory Prepayments.
         ----------------------

     In addition to the principal  reductions  required pursuant to Sections 2.6
and 4.3 hereof,  the Borrower shall pay, and there shall become due and payable,
as a prepayment in respect of the Obligations the following:

     (a)  If the Borrower or any of its Subsidiaries  receives after the Initial
          Closing  Date any  proceeds  from the  issuance of common stock (other
          than  stock  issued  to the  Borrower  or  any  of its  Subsidiaries),
          preferred stock,  partnership or other similar  interests or equity or
          securities  convertible  into equity,  the  Borrower  shall pay to the
          Agent,  as and when received by the Borrower or such Subsidiary and as
          a mandatory  prepayment a sum equal to fifty  percent (50%) of the Net
          Cash  Proceeds  thereof.  The mandatory  prepayment  contained in this
          clause  (a)  shall not  constitute  a consent  by the  Lenders  to the
          issuance of any securities otherwise prohibited by this Agreement.

     (b)  If the Borrower or any of its Subsidiaries  receives after the Initial
          Closing Date any proceeds from any Asset Sale (other than as set forth
          in Section 9.6(i),  (ii),  (iii) and (iv) hereof),  the Borrower shall
          pay to the  Agent,  as and  when  received  by the  Borrower  or  such
          Subsidiary  and as a mandatory  prepayment  a sum equal to one hundred
          percent  (100%)  of the  Net  Cash  Proceeds  thereof.  The  mandatory
          prepayment contained in this clause (b) shall not constitute a consent
          by  the  Lenders  to any  Asset  Sale  otherwise  prohibited  by  this
          Agreement.

     (c)  If the Borrower or any of its Subsidiaries  receives after the Initial
          Closing  Date any  proceeds  from any  Casualty  Loss  which the Agent
          requires be utilized to repay the  Obligations in accordance  with the
          provisions of Section 8.7 hereof, the Borrower shall pay to the Agent,
          as and when  received  by the  Borrower  or such  Subsidiary  and as a
          mandatory  prepayment a sum equal to one hundred percent (100%) of the
          proceeds thereof,

     (d)  If the Borrower or any of its Subsidiaries  receives after the Initial
          Closing Date any proceeds from the incurrence of any  Indebtedness for
          borrowed  money other than as  permitted  by Section 9.4, the Borrower
          shall pay to the Agent,  as and when  received by the Borrower or such
          Subsidiary  and as a mandatory  prepayment  a sum equal to one hundred
          percent  (100%)  of the  Net  Cash  Proceeds  thereof.  The  mandatory
          prepayment contained in this clause (d) shall not constitute a consent
          by  the  Lenders  to the  incurrence  of  any  Indebtedness  otherwise
          prohibited by this Agreement.

     (e)  The outstanding  principal  balance of the Term Loans shall at no time
          exceed sixty per cent (60%) of the Fair Market Value of Eligible  Real
          Estate.  If the  principal  balance  of the Term  Loans  exceeds  such

<PAGE>

          percentage,  the Borrower, within three (3) days after notice from the
          Agent,  shall repay the Term Loans in such amount as may be  necessary
          so that such percentage is not exceeded.

     (f)  The amounts so prepaid  pursuant to this  Section 4.4 shall be applied
          FIRST, to the principal balance of the Term Loans, in inverse order of
          -----
          maturity,  until  Term Loans  have been paid in full;  SECOND,  to the
                                                                 ------
          Revolving  Loans (with a like reduction in the Revolving  Commitments)
          until the Revolving  Loans have been paid in full,  and THIRD,  to all
          other  Obligations  in  such  order  and  manner  as the  Agent  shall
          determine in its discretion. Each such prepayment shall be applied, in
          the absence of instruction by the Borrower,  first to the principal of
          Base Rate Loans and then to the  principal  of  Eurodollar  Rate Loans
          (together  with any amounts due under Section 5.7(d)  hereof).  To the
          extent that no Event of Default is then  occurring,  any prepayment to
          be applied  to any  Eurodollar  Rate Loans  which  would  require  the
          payment of any additional  amounts  pursuant to Section 5.7(d) hereof,
          the Agent shall hold such funds in a depository account with the Agent
          as cash  collateral,  to be applied to the applicable Loan on the last
          day of the applicable  Interest Period. Any portion of the Obligations
          which is  prepaid  may not be  reborrowed.  Any  prepayment  shall not
          postpone the time for, or reduce the amount of, any subsequent payment
          on account of the  Obligations.  The  acceptance by the Lenders of any
          prepayments  required  hereunder  shall not be deemed to  constitute a
          waiver  of  any  Default  or  Event  of  Default   arising   from  the
          consummation  of  any  transaction   which  is  otherwise   prohibited
          hereunder.

     4.5 Optional Prepayments of Term Loans.

     Subject to the  provisions of Section  5.7(d),  the Borrower shall have the
right, at its election,  to repay the outstanding amount of the Term Loans, as a
whole or in part, at any time without penalty or premium; provided that the full
                                                          --------
or partial  prepayment of the  outstanding  amount of any Eurodollar  Rate Loans
pursuant to this Section may be made only on the last day of the Interest Period
relating  thereto.  The Borrower shall give the Agent, no later than 10:00 a.m.,
Boston  time,  at least three (3)  Business  Days' prior  written  notice of any
proposed repayment pursuant to this Section 4.5 of Eurodollar Loans,  specifying
the proposed date of payment of such Loans and the principal  amount to be paid.
Each such  partial  prepayment  of any of the Term Loans shall be in the minimum
amount of $1,000,000.00, shall be accompanied by the payment of accrued interest
on the  principal  repaid to the date of payment  and shall be  applied,  in the
absence of  instruction  by the  Borrower,  first to the  principal of Base Rate
Loans and then to the  principal of  Eurodollar  Rate Loans in inverse  order of
maturity.  No prepayment  hereunder  shall  postpone the date for, or reduce the
amount of, any subsequent payment under the Term Loans. Any Term Loans which are
prepaid may not be reborrowed.

ARTICLE 5. INTEREST, FEES AND EXPENSES
--------------------------------------

     5.1  Interest on Base Rate Loans.

Subject to the  provisions  of Section 5.3  hereof,  interest on Base Rate Loans
which are Revolving Loans shall be payable monthly on the last day of each month
at an interest  rate per annum equal to the Base Rate plus the Base Rate Spread.
The "Base  Rate  Spread"  shall be equal to the  percentage  per annum set forth
below in that Level in which both (a) the Interest  Coverage Ratio maintained by

<PAGE>

the Consolidated  Entity for the Consolidated  Entity's most recently ended four
full fiscal quarters for which Financial  Statements of the Consolidated  Entity
have been  delivered  to the Agent  pursuant  to Section  8.1(a) or  8.1(c),  as
applicable, is attained, and (b) average Unused Availability for the most recent
three  month  period  based upon  Borrowing  Base  Certificates  which have been
delivered to the Agent pursuant to Section 8.2(a) is attained:
<TABLE>
<CAPTION>



Level      Unused Availability         Ratio               Base Rate Spread
-----      -------------------         -----               ----------------


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

I            $35,000,000.00          2.25 to 1.00                     0%




II           $30,000,000.00          1.75 to 1.00                  0.25%



III          Not Applicable          1.50 to 1.00                  0.50%



IV           Not Applicable         _1.50 to 1.00                  0.75%

</TABLE>

The Base Rate Spread shall be that level in which both performance  criteria are
met; if only one of the tests in any Level is met, the Base Rate Spread shall be
that set forth in the next higher  level in which such  criteria  are  satisfied
(with Level IV being the highest level and Level I the lowest).  In the event of
any change in the Base Rate,  the rate hereunder  shall change,  effective as of
the day the Base  Rate  changes.  In the  event of any  change  in the  Interest
Coverage Ratio of the  Consolidated  Entity or average Unused  Availability as a
result  of which  the  Base  Rate  Spread  will  change,  such  change  shall be
effective,  (x) if the change is the result of a change in the Interest Coverage
Ratio,  as of the first day of the first calendar month beginning after the date
on which the most recent Financial  Statements of the  Consolidated  Entity were
delivered to the Agent pursuant to Section 8.1(a) or 8.1(c),  as applicable,  or
if such Financial  Statements  were not delivered on a timely basis,  on the day
following the ultimate delivery thereof, or (y) if the change is the result of a
change in average Unused Availability, as of the first day of the week beginning
after the date on which a Borrowing Base  Certificate  has been delivered to the
Agent pursuant to Section 8.2(a),  or if such Borrowing Base Certificate was not
delivered on a timely basis, on the day following the ultimate delivery thereof.
Each  determination  by  the  Agent  of an  interest  rate  hereunder  shall  be
conclusive and binding for all purposes, absent manifest error.  Notwithstanding
anything  to the  contrary  herein  contained,  the Base  Rate  Spread  shall be
initially  established  at 0.50% and shall remain at that rate through  December
31, 2001,  except that if the Interest  Coverage Ratio is ever less than 1.50 to
1.00 during such time,  the Base Rate Spread  shall  increase to 0.75% until the
date that such Interest  Coverage  Ratio exceeds 1.50 to 1.00 (at which time the
Base Rate Spread shall revert to 0.50%).

     5.2  Interest on Eurodollar Rate Loans.

     (a)  Subject  to  the  provisions  of  Section  5.3  hereof,   interest  on
          Eurodollar Rate Loans shall be payable monthly on the last day of each
          month and on the last day of each Interest Period with respect to each
          Eurodollar  Rate Loan, at the date of  conversion  of such  Eurodollar
          Rate Loan (or a portion  thereof)  to a Base Rate Loan and at maturity
          of such Eurodollar Rate Loan.

     (b)  Interest on Eurodollar  Rate Loans which  constitute  Revolving  Loans
          shall  accrue  and be paid at an  interest  rate per annum  during the

<PAGE>

          Interest  Period for such  Eurodollar  Rate Loan equal to the Adjusted
          Eurodollar  Rate for the Interest Period in effect for such Eurodollar
          Rate  Loan plus the  Eurodollar  Rate  Spread.  The  "Eurodollar  Rate
          Spread" shall be equal to the  percentage per annum set forth below in
          that Level in which both (a) the Interest Coverage Ratio maintained by
          the Consolidated  Entity for the  Consolidated  Entity's most recently
          ended four full fiscal quarters for which Financial  Statements of the
          Consolidated  Entity  have been  delivered  to the Agent  pursuant  to
          Section 8.1(a) or 8.1(c), as applicable,  is attained, and (b) average
          Unused  Availability for the most recent three month period based upon
          Borrowing  Base  Certificates  which have been  delivered to the Agent
          pursuant to Section 8.2(a) is attained,  as calculated on the date two
          (2) Business Days prior to the commencement of the applicable Interest
          Period:

<TABLE>
<CAPTION>


Level      Unused Availability            Ratio      Eurodollar Rate Spread
-----      -------------------            -----      ----------------------


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

I            $35,000,000.00           2.25 to 1.00             2.00%



II           $30,000,000.00           1.75 to 1.00             2.25%




III          Not Applicable           1.50 to 1.00            2.50%



IV           Not Applicable          _1.50 to 1.00            2.75%

</TABLE>

The  Eurodollar  Rate  Spread  shall be that  level in  which  both  performance
criteria are met; if only one of the tests in any Level is met,  the  Eurodollar
Rate  Spread  shall be that set  forth in the next  higher  level in which  such
criteria are  satisfied  (with Level IV being the highest  level and Level I the
lowest) After maturity of any Eurodollar  Rate Loan (whether by  acceleration or
otherwise),  interest with respect to such Eurodollar Rate Loan shall be payable
upon demand.  In the event of any change in the Interest  Coverage  Ratio of the
Consolidated Entity or average Unused Availability as a result of which the Base
Rate Spread will change,  such change shall be  effective,  (x) if the change is
the result of a change in the Interest  Coverage  Ratio,  as of the first day of
the first  calendar  month  beginning  after  the date on which the most  recent
Financial  Statements  of the  Consolidated  Entity were  delivered to the Agent
pursuant  to  Section  8.1(a) or 8.1(c),  as  applicable,  or if such  Financial
Statements  were not  delivered  on a timely  basis,  on the day  following  the
ultimate  delivery  thereof,  or (y) if the  change is the result of a change in
average Unused Availability, as of the first day of the week beginning after the
date on which the most recent  Borrowing Base  Certificate has been delivered to
the Agent pursuant to Section 8.2(a),  or if such Borrowing Base Certificate was
not  delivered on a timely basis,  on the day  following  the ultimate  delivery
thereof.  The  Agent  upon  determining  the  Adjusted  Eurodollar  Rate for any
Interest  Period shall promptly notify the Borrower and the Lenders by telephone
(confirmed promptly in writing) or in writing thereof. Each determination by the
Agent of an interest  rate  hereunder  shall be  conclusive  and binding for all
purposes, absent manifest error. Notwithstanding anything to the contrary herein
contained,  the Eurodollar  Rate Spread shall be initially  established at 2.50%
and shall  remain at that rate through  December  31,  2001,  except that if the
Interest  Coverage  Ratio is ever less than 1.50 to 1.00 during  such time,  the
Eurodollar Rate Spread shall increase to 2.75% until the date that such Interest
Coverage  Ratio exceeds 1.50 to 1.00 (at which time the  Eurodollar  Rate Spread
shall revert to 2.50%).

     (c)  Interest on Eurodollar  Rate Loans which  constitute  Term Loans shall
          accrue and be paid at an interest  rate per annum  during the Interest
          Period for such Eurodollar Rate Loan equal to the Adjusted  Eurodollar
          Rate for the Interest  Period in effect for such  Eurodollar Rate Loan
          plus three percent (3%).
          ----
<PAGE>

     5.3 Interest After Event of Default.

     Following the occurrence and during the  continuance of an Event of Default
interest on the Loans shall be payable on demand and interest  shall accrue at a
rate per  annum  equal  to the rate at which  the  Loans  are  bearing  interest
pursuant to Sections 5.1 and 5.2,  above or, if  applicable  with respect to the
Term Loans,  Section 5.7(c) below,  plus two percent  (2.00%) per annum.  In the
event of any change in said  applicable  interest rate, the rate hereunder shall
change,  effective as of the day the applicable  interest rate changes, so as to
remain two percent (2.00%) per annum above the then applicable interest rate.

     5.4 Reimbursement of Expenses.

     (a)  The Borrower  shall promptly  reimburse the Agent and the  Syndication
          Agent for all Expenses of the Agent and the  Syndication  Agent as the
          same are  incurred  by the  Agent and the  Syndication  Agent and upon
          receipt of invoices  therefor and, if requested by the Borrower,  such
          reasonable  backup  materials and  information  as the Borrower  shall
          reasonably request.

     (b)  After the  occurrence  and during the  continuance  of a Default,  the
          Borrower  shall  promptly  reimburse the Agent and the Lenders for all
          costs,  fees and expenses  incurred by each of them in connection with
          any workout, restructuring,  renegotiation or refinancing of the Loans
          and the other  Obligations  under the Credit  Agreement  and the other
          Credit Documents.

     5.5 Unused Line Fee.

     Promptly  following the last Business Day of each calendar month  hereafter
and on the Expiration Date, the Borrower shall pay to the Agent for the pro rata
benefit  of each of the  Revolving  Lenders  a  non-refundable  fee equal to the
weighted  average  amount  during  such month by which the  aggregate  Revolving
Commitments  of all Revolving  Lenders  exceed the sum of (a) the aggregate face
amount of  outstanding  Letters  of  Credit  and (b) the  aggregate  outstanding
principal  balance of the Revolving  Loans,  multiplied by  three-eighths of one
percent (0.375%) per annum (the "Unused Line Fee").

     5.6 Letter of Credit Fees.

     (a)  Promptly  following  the last  Business Day of each  calendar  quarter
          hereafter and on the  Expiration  Date,  the Borrower shall pay to the
          Agent  for  the  pro  rata   benefit  of  the   Revolving   Lenders  a
          non-refundable fee (the "Letter of Credit Fee"), in an amount equal to
          the  Letter of Credit Fee  Percentage  of the daily  weighted  average
          amount  of  outstanding   Letter  of  Credit  Obligations  during  the
          immediately  preceding quarter.  The "Letter of Credit Fee Percentage"
          shall be equal to the  percentage  per annum  set forth  below in that
          Level in which both (a) the Interest  Coverage Ratio maintained by the
          Consolidated Entity for the Consolidated  Entity's most recently ended
          four full  fiscal  quarters  for  which  Financial  Statements  of the
          Consolidated  Entity  have been  delivered  to the Agent  pursuant  to
          Section 8.1(a) or 8.1(c), as applicable,  is attained, and (b) average
          Unused  Availability for the most recent three month period based upon

<PAGE>

          Borrowing  Base  Certificates  which have been  delivered to the Agent
          pursuant to Section 8.2(a) is attained:

<TABLE>
<CAPTION>


Level    Unused Availability      Ratio        Letter of Credit Fee Percentage
-----    -------------------      -----        -------------------------------

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


I        $35,000,000.00          2.25 to 1.00                          2.00%



II       $30,000,000.00          1.75 to 1.00                          2.25%




III      Not Applicable         _1.50 to 1.00
                                                                       2.50%



IV       Not Applicable          1.50 to 1.00                          2.75%

</TABLE>

The  Letter  of  Credit  Fee  Percentage  shall  be that  level  in  which  both
performance  criteria are met; if only one of the tests in any Level is met, the
Letter of Credit Fee Percentage shall be that set forth in the next higher level
in which such criteria are satisfied  (with Level IV being the highest level and
Level I the lowest).  In the event of any change in the Interest  Coverage Ratio
of the Consolidated  Entity or average Unused  Availability as a result of which
the Letter of Credit Fee Percentage will change, such change shall be effective,
(x) if the change is the result of a change in the Interest  Coverage  Ratio, as
of the first day of the first calendar month  beginning  after the date on which
the most recent Financial  Statements of the Consolidated  Entity were delivered
to the Agent  pursuant to Section 8.1(a) or 8.1(c),  as  applicable,  or if such
Financial  Statements were not delivered on a timely basis, on the day following
the ultimate delivery thereof, or (y) if the change is the result of a change in
average Unused Availability, as of the first day of the week beginning after the
date on which a  Borrowing  Base  Certificate  has been  delivered  to the Agent
pursuant  to Section  8.2(a),  or if such  Borrowing  Base  Certificate  was not
delivered on a timely basis, on the day following the ultimate delivery thereof.
In addition,  prior to the issuance of each Letter of Credit,  the Borrower will
pay to the  Issuing  Bank a  fronting  fee (the  "Issuing  Bank  Fee")  equal to
one-quarter  of one percent  (0.25%) times the maximum  amount that may be drawn
under such  Letter of Credit  (calculated  on a per annum  basis for the term of
such Letter of Credit). Each determination by the Agent of Letter of Credit Fees
and  Issuing  Bank  Fees  hereunder  shall be  conclusive  and  binding  for all
purposes, absent manifest error. Notwithstanding anything to the contrary herein
contained, the Letter of Credit Fee Percentage shall be initially established at
2.50% and shall  remain at that rate through  December 31, 2001,  except that if
the Interest Coverage Ratio is ever less than 1.50 to 1.00 during such time, the
Letter of Credit Fee Percentage shall increase to 2.75% until the date that such
Interest Coverage Ratio exceeds 1.50 to 1.00 (at which time the Letter of Credit
Fee Percentage shall revert to 2.50%).

     (b)  Letter of Credit Fees on Letter of Credit  Obligations  outstanding as
          of the date an Event of Default  occurs,  and at all times  thereafter
          until the earlier of the date upon which (i) all Obligations have been
          paid and  satisfied  in full or (ii) such  Event of  Default  shall no
          longer be  continuing,  shall be  payable on demand at a rate equal to
          the rate at which the Letter of Credit  Fees are  charged  pursuant to
          Section 5.6(a) above, plus two percent (2.00%).

     5.7 Special Provisions Relating to Eurodollar Rate Loans.

     (a)  Continuation.  With respect to any Borrowing  consisting of Eurodollar
          ------------
          Rate Loans, the Borrower may (so long as no Default or Event of

<PAGE>

          Default has occurred and is continuing),  subject to the provisions of
          Section  5.7(c),  elect to  maintain  such  Borrowing  or any  portion
          thereof as  consisting  of  Eurodollar  Rate Loans by  selecting a new
          Interest  Period for such  Borrowing,  which new Interest Period shall
          commence on the last day of the immediately preceding Interest Period.
          Each selection of a new Interest  Period shall be made by notice given
          not later than 12:00 P.M.  Boston time on the third Business Day prior
          to the date of any  such  continuation  relating  to  Eurodollar  Rate
          Loans, by the Borrower to the Agent.  Such notice by the Borrower of a
          continuation  (a "Notice of  Continuation")  shall be by  telephone or
          facsimile  transmission,  and if by telephone,  promptly  confirmed in
          writing  substantially  in  the  form  of  Exhibit  H,  in  each  case
          specifying (i) the date of such  continuation,  (ii) the Type of Loans
          subject  to such  continuation,  (iii) the  aggregate  amount of Loans
          subject to such  continuation  and (iv) the  duration of the  selected
          Interest  Period.  The  Borrower  may elect to maintain  more than one
          Borrowing  consisting  of  Eurodollar  Rate  Loans by  combining  such
          Borrowings  into one  Borrowing  and  selecting a new Interest  Period
          pursuant to this Section 5.7(a);  provided,  however, that each of the
                                            --------   -------
          Borrowings so combined shall consist of Loans having Interest  Periods
          ending on the same date.  If the  Borrower  shall fail to select a new
          Interest Period for any Borrowing  consisting of Eurodollar Rate Loans
          in accordance with this Section 5.7(a), such Loans will automatically,
          on the last day of the then existing Interest Period therefor, convert
          into Base Rate Loans in the case of Revolving Loans or into Eurodollar
          Rate Loans with a one month Interest Period in the case of Term Loans.
          The Agent  shall  give each  Lender  prompt  notice  by  telephone  or
          facsimile transmission of each Notice of Continuation.

     (b)  Conversion.  The  Borrower  may on any  Business  Day  (so  long as no
          ----------
          Default or Event of Default  has  occurred  and is  continuing),  upon
          notice  (each  such  notice,  a "Notice of  Conversion")  given to the
          Agent,  and subject to the provisions of Section  5.7(c),  convert the
          entire amount of or a portion of all Loans of one Type  comprising the
          same Borrowing into Loans of another Type; provided, however, that any
                                                     --------  -------
          conversion  of any  Eurodollar  Rate Loans into Loans of another  Type
          shall be made on, and only on, the last day of an Interest  Period for
          such Eurodollar Rate Loans;  and provided  further that Term Loans may
                                           ----------------------
          not be  converted  into Base Rate  Loans  except  pursuant  to Section
          5.7(c)(iv).  Each such Notice of  Conversion  shall be given not later
          than 12:00 P.M.  Boston time on the  Business Day prior to the date of
          any proposed conversion into Base Rate Loans and on the third Business
          Day prior to the date of any proposed  conversion into Eurodollar Rate
          Loans.  Subject to the restrictions  specified  above,  each Notice of
          Conversion shall be by telephone or facsimile transmission,  and if by
          telephone,  promptly confirmed in writing substantially in the form of
          Exhibit  I, in each case  specifying  (i) the  requested  date of such
          conversion,  (ii) the Type of Loans to be converted, (iii) the portion
          of such Type of Revolving Loan or Term Loan to be converted,  (iv) the
          Type of  Revolving  Loan or Term Loan such  Loans are to be  converted
          into and (v) if such  conversion is into  Eurodollar  Rate Loans,  the
          duration of the Interest  Period of such  Revolving Loan or Term Loan.
          Each conversion  shall be in an aggregate  amount for the Loans of all
          Lenders  of not  less  than  $1,000,000  or an  integral  multiple  of
          $100,000  in excess  thereof.  The  Borrower  may elect to convert the
          entire amount of or a portion of all Loans of one Type comprising more
          than one  Borrowing  into  Loans of  another  Type by  combining  such
          Borrowings  into one  Borrowing  consisting  of Loans of another Type;
          provided,  however,  that if the  Borrowings  so  combined  consist of
          --------   -------
          Eurodollar Rate Loans,  such Loans shall have Interest  Periods ending
          on the same date.
<PAGE>

     (c)  Certain  Limitations  on  Eurodollar  Rate  Loans.  The  right  of the
          -------------------------------------------------
          Borrower to  maintain,  select,  continue or convert  Eurodollar  Rate
          Loans shall be limited as follows:

          (i)  If the Agent determines that adequate and fair means do not exist
               for  ascertaining  the Eurodollar  Rate for Eurodollar Rate Loans
               comprising any requested  Borrowing,  continuation or conversion,
               the right of the Borrower to select or maintain  Eurodollar  Rate
               Loans for such  Borrowing or any  subsequent  Borrowing  shall be
               suspended  until the Agent  shall  notify  the  Borrower  and the
               Lenders that the circumstances  causing such suspension no longer
               exist,  and each  Revolving  Loan and Term Loan  comprising  such
               Borrowing shall be made as a Base Rate Loan.

          (ii) If the Majority  Lenders shall,  at least one Business Day before
               the date of any requested Borrowing,  continuation or conversion,
               notify the Agent that the  Eurodollar  Rate for Loans  comprising
               such  Borrowing  will  not  adequately  reflect  the cost to such
               Lenders  of making or  funding  their  respective  Loans for such
               Borrowing,  the right of the Borrower to select  Eurodollar  Rate
               Loans for such Borrowing shall be suspended until the Agent shall
               notify  the  Borrower  and the  Lenders  that  the  circumstances
               causing such suspension no longer exist,  and each Revolving Loan
               or Term Loan  comprising  such Borrowing  shall be made as a Base
               Rate Loan.

          (iii)If at any time any Lender determines (which  determination shall,
               absent  manifest error, be conclusive and binding on all parties)
               that the making, continuation or conversion of any Revolving Loan
               or Term Loan as a  Eurodollar  Rate Loan has become  unlawful  or
               impermissible  by reason of  compliance  by that  Lender with any
               law,  governmental rule,  regulation or order of any Governmental
               Authority (whether or not having the force of law or would result
               in costs or penalties),  then, and in any such event, such Lender
               may give notice of that determination in writing, to the Borrower
               and the Agent and the Agent shall promptly transmit the notice to
               each other Lender. Until such Lender gives notice otherwise,  the
               right of the Borrower to select  Eurodollar  Rate Loans from that
               Lender  shall  be  suspended  and  each   Eurodollar   Rate  Loan
               outstanding from that Lender shall  automatically and immediately
               convert to a Base Rate Loan.

          (iv) In the event that any of the circumstances  described in Sections
               5.7(c)(i)  through  (iii) apply or the Borrower is otherwise  not
               entitled  to select  Eurodollar  Rate Loans  hereunder,  the Term
               Loans shall bear interest at the per annum rate equal to the Base
               Rate plus one percent (1%).

          (v)  The  Borrower  may not select an Interest  Period for a Term Loan
               which is a Eurodollar  Rate Loan,  which Interest  Period extends
               beyond any date established for a quarterly  principal payment of
               the Term Loan  pursuant to Section 4.3 hereof,  unless other Term
               Loan  Borrowings  in an  amount  at least  equal to the  required
               payment  have  Interest  Periods  which  expire prior to the date
               established for each such quarterly principal payment of the Term
               Loan.
<PAGE>

          (vi) There  shall  not be  outstanding  at any one time  more  than an
               aggregate of twelve (12) Revolving  Loans or three (3) Term Loans
               which consist of Eurodollar Rate Loans.

     (d)  Compensation.
          -------------

          (i)  Each Notice of  Continuation  and Notice of  Conversion  shall be
               irrevocable  by and binding on the  Borrower.  In the case of any
               Borrowing,  continuation or conversion that the related Notice of
               Borrowing,   Notice  of  Continuation  or  Notice  of  Conversion
               specifies  is to be  comprised  of  Eurodollar  Rate  Loans,  the
               Borrower shall  indemnify  each Lender against any loss,  cost or
               expense  incurred  by such  Lender as a result of any  failure to
               fulfill,  on or before the date for such Borrowing,  continuation
               or conversion  specified in such Notice of  Borrowing,  Notice of
               Continuation or Notice of Conversion,  the applicable  conditions
               set forth in Article 6, including,  without limitation,  any loss
               (excluding loss of anticipated profits), cost or expense incurred
               by reason of the  liquidation  or  re-employment  of  deposits or
               other funds acquired by such Lender to fund the Revolving Loan or
               Term Loan to be made by such  Lender  as part of such  Borrowing,
               continuation or conversion.

          (ii) If any payment of principal of, or conversion or continuation of,
               any  Eurodollar  Rate Loan is made  other than on the last day of
               the  Interest  Period  for such  Loan as a result  of a  payment,
               prepayment,   conversion   or   continuation   of  such  Loan  or
               acceleration  of the maturity of the Notes pursuant to Article 10
               hereof or for any other reason,  the Borrower shall,  upon demand
               by any Lender  (with a copy of such demand to the Agent),  pay to
               the Agent for the account of such Lender any amounts  required to
               compensate  such  Lender  for any  additional  losses,  costs  or
               expenses  which  it may  reasonably  incur  as a  result  of such
               payment, including,  without limitation, any loss (including loss
               of anticipated  profits),  cost or expense  incurred by reason of
               the  liquidation  or  re-employment  of  deposits  or other funds
               acquired by any Lender to fund or maintain such Loan.

          (iii)Calculation  of  all  amounts  payable  to a  Lender  under  this
               Section  5.7(d)  shall be made as though such  Lender  elected to
               fund all Eurodollar Rate Loans by purchasing U.S. dollar deposits
               in its Eurodollar Lending Office's interbank eurodollar market.

     5.8 Indemnification in Certain Events.

     If after the  Initial  Closing  Date,  either  (i) any  change in or in the
interpretation  of any  law or  regulation  is  introduced,  including,  without
limitation,  with respect to reserve requirements,  applicable to the Agent, any
of the  Lenders or any  banking or  financial  institution  from whom any of the
Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) the Agent, a
Funding Bank or any of the Lenders complies with any future guideline or request
from any central  bank or other  Governmental  Authority  or (iii) the Agent,  a
Funding  Bank  or  any  of the  Lenders  determines  that  the  adoption  of any
applicable law, rule or regulation  regarding  capital  adequacy,  or any change

<PAGE>

therein,  or any change in the  interpretation or administration  thereof by any
Governmental  Authority,  central  bank or  comparable  agency  charged with the
interpretation or administration  thereof has or would have the effect described
below,  or the Agent,  a Funding  Bank or any of the Lenders  complies  with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such  authority,  central bank or comparable  agency,  and in the
case of any event set  forth in this  clause  (iii),  such  adoption,  change or
compliance has or would have the direct or indirect  effect of reducing the rate
of return on any of the Lenders'  capital as a  consequence  of its  obligations
hereunder  to a level below that which such Lender  could have  achieved but for
such adoption,  change or compliance  (taking into  consideration the Agent's or
any  applicable  Funding  Bank's or  Lender's  policies  as the case may be with
respect to capital  adequacy) by an amount deemed by such Lender to be material,
and any of the  foregoing  events  described  in  clauses  (i),  (ii)  or  (iii)
increases  the cost to the Agent,  the Issuing Bank or any of the Lenders of (A)
funding  or  maintaining  the  Total  Commitments  or  (B)  issuing,  making  or
maintaining   any  Letter  of  Credit  or  of  purchasing  or  maintaining   any
participation  therein,  or reduces the amount  receivable in respect thereof by
the Agent,  the Issuing Bank or any Lender,  then the Borrower shall upon demand
by the Agent, pay to the Agent, for the account of each applicable Lender or, as
applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to
indemnify  the Lenders  against  such  increase in cost or  reduction  in amount
receivable.  A certificate  as to the amount of such  increased cost and setting
forth in  reasonable  detail the  calculation  thereof shall be submitted to the
Borrower by the Agent, or the applicable  Lender,  Issuing Bank or Funding Bank,
and shall be conclusive absent manifest error.

     5.9 Net Payments.

     (a)  All  payments by the  Borrower  hereunder to or for the benefit of any
          Lender,  the Issuing Bank, the Syndication Agent or the Agent shall be
          made without setoff, counterclaim or other defense. Except as provided
          in Section  5.9(b),  all such payments will be made free and clear of,
          and without deduction or withholding for, any present or future taxes,
          levies,  imposts,  duties,  fees,  assessments,  or other  charges  of
          whatever nature now or hereafter imposed by any jurisdiction or by any
          political  subdivision  or taxing  authority  thereof or therein  with
          respect to such payments (but excluding any tax imposed on or measured
          by the net income or profits of the  Lender,  the  Issuing  Bank,  the
          Syndication  Agent or the Agent,  as the case may be,  pursuant to the
          laws of the jurisdictions in which any of them is domiciled)  together
          with all  interest,  penalties  or similar  liabilities  with  respect
          thereto  (collectively,  "Covered  Taxes").  If the Borrower  shall be
          required  by law to deduct  any  Covered  Taxes  from any sum  payable
          hereunder to any Lender,  the Issuing Bank, the  Syndication  Agent or
          the Agent,  (A) the sum payable shall be increased as may be necessary
          so  that  after  making  all  required  deductions  of  Covered  Taxes
          (including  deductions of Covered Taxes  applicable to additional sums
          payable  under this Section 5.9) such Lender,  the Issuing  Bank,  the
          Syndication Agent or the Agent, as the case may be, receives an amount
          equal to the sum it would have  received had no such  deductions  been
          made, (B) the Borrower shall make such deductions and (C) the Borrower
          shall  pay the  full  amount  so  deducted  to the  relevant  taxation
          authority or other  authority in accordance  with  applicable law. The
          Borrower shall furnish to the Agent within  forty-five (45) days after
          the date the payment of any Covered Taxes is due  certified  copies of
          tax receipts  evidencing  such payment by the  Borrower.  The Borrower
          agrees to indemnify  and hold  harmless the Lender,  the Issuing Bank,
          the Syndication Agent and the Agent and reimburse each of them, as the
          case may be, for the amount of any Covered  Taxes so levied or imposed
          and paid by them.
<PAGE>

     (b)  Each Foreign  Lender  shall  deliver to the Agent and the Borrower (i)
          two valid, duly completed copies of IRS Form 1001 or 4224 or successor
          applicable  form,  as the case may be,  and any other  required  form,
          certifying  in each case  that such  Foreign  Lender  is  entitled  to
          receive payments under this Credit  Agreement,  the Revolving Notes or
          the Term Notes payable to it without  deduction or  withholding of any
          United States federal income taxes or with such withholding imposed at
          a reduced rate (the "Reduced Rate"),  and (ii) a valid, duly completed
          IRS Form W-8 or W-9 or successor  applicable form, as the case may be,
          to establish an exemption from United States backup  withholding  tax.
          Each such  Foreign  Lender  shall  also  deliver  to the Agent and the
          Borrower two further  copies of said Form 1001 or 4224 and W-8 or W-9,
          or   successor   applicable   forms,   or  other  manner  of  required
          certification, as the case may be, on or before the date that any such
          form  expires or becomes  obsolete  or  otherwise  is  required  to be
          resubmitted  as a condition to obtaining an exemption  from a required
          withholding  of United States  federal  income tax or  entitlement  to
          having  such  withholding  imposed  at the  Reduced  Rate or after the
          occurrence  of any event  requiring  a change in the most  recent form
          previously  delivered by it to the  Borrower  and the Agent,  and such
          extensions or renewals  thereof as may  reasonably be requested by the
          Borrower and the Agent,  certifying  (i) in the case of a Form 1001 or
          4224 that such Foreign  Lender is entitled to receive  payments  under
          this Credit  Agreement,  the Revolving Notes or the Term Notes payable
          to it without  deduction or  withholding  of any United States federal
          income  taxes,  unless in any such case any  change in a tax treaty to
          which the United States is a party, or any change in law or regulation
          of the United States or official  interpretation  thereof has occurred
          after the Initial Closing Date and prior to the date on which any such
          delivery  would  otherwise  be  required  that  renders all such forms
          inapplicable  or that would  prevent  such  Foreign  Lender  from duly
          completing  and  delivering any such form with respect to it, and such
          Foreign  Lender  advises  the  Borrower  and the Agent  that it is not
          capable of receiving  payments without any deduction or withholding at
          the  Reduced  Rate,  or  (ii)  in  the  case  of a Form  W-8  or  W-9,
          establishing an exemption from United States backup withholding tax.

     5.10 Affected Lenders.

     If the Borrower is obligated to pay to any Lender any amount under Sections
5.8 or 5.9 hereof or if any Lender is a Defaulting  Lender, the Borrower may, if
no Default or Event of Default  then  exists,  replace  such Lender with another
lender  acceptable to the Agent, and such Lender hereby agrees to be so replaced
subject to the following:

     (a)  The obligations of the Borrower hereunder to the Lender to be replaced
          (including  such increased or additional  costs incurred from the date
          of notice to the Borrower of such increase or additional costs through
          the date such Lender is replaced  hereunder)  shall be paid in full to
          such Lender concurrently with such replacement;

     (b)  The replacement Lender shall be a bank or other financial  institution
          that  is  not  subject  to  such  increased  costs  which  caused  the
          Borrower's  election  to replace any Lender  hereunder,  and each such
          replacement  Lender  shall  execute  and  deliver  to the  Agent  such
          documentation  satisfactory  to  the  Agent  pursuant  to  which  such
          replacement  Lender is to  become a party  hereto,  conforming  to the
          provisions of Section 12.6 hereof,  with a Commitment equal to that of

<PAGE>

          the  Lender  being  replaced  and shall  make  Loans in the  aggregate
          principal amount equal to the aggregate  outstanding  principal amount
          of  the  Loans  of  the  Lender  being  replaced  (or  that  would  be
          outstanding if such Lender were not a Defaulting Lender);

     (c)  Upon such  execution of such  documents  referred to in clause (b) and
          repayment of the amounts  referred to in clause (a),  the  replacement
          lender shall be a "Lender" with a Commitment as specified  hereinabove
          and the Lender being replaced shall cease to be a "Lender"  hereunder,
          except with respect to  indemnification  provisions  under this Credit
          Agreement, which shall survive as to such replaced Lender;

     (d)  The Agent shall  reasonably  cooperate in effectuating the replacement
          of any Lender under this Section 5.10,  but at no time shall the Agent
          be obligated to initiate any such replacement;

     (e)  Any Lender  replaced  under this Section 5.10 shall be replaced at the
          Borrower's  sole cost and  expense  and at no cost or  expense  to the
          Agent or any of the Lenders; and

     (f)  If Borrower  proposes to replace any Lender  pursuant to this  Section
          5.10 because the Lender seeks  reimbursement  under either Section 5.8
          or 5.9,  then it must also replace any other Lender who seeks  similar
          levels of reimbursement (as a percentage of such Lender's  Commitment)
          under such Sections.

     5.11 Sharing of Payments.

     If any Lender shall  obtain any payment  (whether  voluntary,  involuntary,
through  the  exercise of any right of set-off or  otherwise)  on account of the
Loans made by it or its  participation  in the Letter of Credit  obligations  in
excess of its  Commitment  Percentage  of payments  on account of the Loans,  or
Letter of Credit  Obligations  obtained by all the  Lenders,  such Lender  shall
forthwith purchase from the other Lenders such  participations in the Loans made
by them or in their  participation in Letters of Credit as shall be necessary to
cause such  purchasing  Lender to share the excess payment  ratably with each of
them;  provided,  however,  that if all or any portion of such excess payment is
       --------   -------
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each such Lender shall repay to the purchasing Lender the
purchase  price to the extent of such recovery  together with an amount equal to
such Lender's  ratable share  (according to the  proportion of (i) the amount of
such Lender's required  repayment to (ii) the total amount so recovered from the
purchasing  Lender)  of any  interest  or other  amount  paid or  payable by the
purchasing  Lender in respect to the total  amount so  recovered.  The  Borrower
agrees  that any  Lender so  purchasing  a  participation  from  another  Lender
pursuant  to this  Section  5.11 may, to the fullest  extent  permitted  by law,
exercise  all of its rights of payment  (including  the right of  set-off)  with
respect  to such  participation  as fully  as if such  Lender  were  the  direct
creditor of the Borrower in the amount of such participation.

     5.12 Calculations.

     All calculations of (a) interest hereunder and (b) fees, including, without
limitation,  Unused Line Fees, Letter of Credit Fees and Issuing Bank Fees shall
be made by the Agent, on the basis of a year of 360 days, except (i) in the case
of Base Rate Loans and (ii) if such computation would cause the

<PAGE>

interest and fees  chargeable  hereunder to exceed the Highest  Lawful Rate,  in
which  cases  calculations  shall be made by the Agent on the basis of a year of
365/366  days,  in each case to the extent  applicable  for the actual number of
days elapsed  (including  the first day but excluding the last day) occurring in
the period for which such interest or fees are payable.  Each  determination  by
the Agent of an  interest  rate or payment  hereunder  shall be  conclusive  and
binding for all purposes, absent manifest error.

ARTICLE 6. CONDITIONS PRECEDENT
-------------------------------

     6.1 Conditions Precedent to Effectiveness.

     This Credit  Agreement  shall be  effective  upon the  satisfaction  of the
following conditions precedent and the conditions set forth in Section 6.2:

     (a)  Closing  Documents  List. The Agent,  on behalf of the Lenders,  shall
          ------------------------
          have  received  duly  executed  originals  of each of the  agreements,
          opinions,  reports,  approvals,   consents,   certificates  and  other
          documents set forth on the Closing  Documents List attached  hereto as
          Schedule A.

     (b)  Material  Adverse  Change.  (i)  No  change,   occurrence,   event  or
          -------------------------
          development or event involving a prospective change that is reasonably
          likely to have a Material  Adverse  Effect shall have  occurred and be
          continuing,   (ii)  there  shall  not  have   occurred  a  substantial
          impairment  of the  financial  markets  generally  that is  reasonably
          likely  to   materially   and   adversely   affect  the   transactions
          contemplated  hereby, in each case as determined by the Agent and each
          Lender in its sole discretion, and (iii) there shall not have occurred
          a change in any law or regulation (or the implementation of any law or
          regulation)  affecting any of the Lenders that is reasonably likely to
          materially increase the cost and expense to such Lender of acting as a
          Lender hereunder.

     (c)  Fees and  Expenses.  The  Agent  and each of the  Lenders  shall  have
          ------------------
          received payment in full (or an irrevocable  authorization to pay such
          Fees or Expenses  and other fees and  expenses  out of the proceeds of
          the Revolving Loans) of (i) those Fees and Expenses referred to in the
          Agent's  Fee  Letter,  in the  Amendment  Fee  Letter and in Article 5
          hereof  payable to them on or before  the  Closing  Date,  and (ii) an
          amendment fee payable to each  Revolving  Lender in an amount equal to
          one  eighth of one  percent  (0.125%)  of their  respective  Revolving
          Commitments.

     (d)  Unused Availability.  The Borrowing Base Certificate  delivered at the
          -------------------
          time of closing  shall  demonstrate  that Unused  Availability  on the
          Closing  Date,  after  giving  effect  to  any  Revolving  Loans  then
          outstanding or to be made and Letters of Credit then outstanding or to
          be  issued  on such  date,  shall  be at least  equal to the  Required
          Available Amount.

     (e)  Consents  and  Approvals.   Except  for  (i)  the  filing  of  Uniform
          ------------------------
          Commercial  Code financing  statements  and  recordation of Mortgages,
          (ii)  consents or  authorizations  which have been obtained or filings
          which have been made,  and which in either  case are in full force and

<PAGE>

          effect or (iii)  consents or  authorizations  the failure to obtain or
          filings the failure to make could not reasonably be expected to have a
          Material Adverse Effect,  no consent or authorization of, permit from,
          filing  with  or  other  act by or in  respect  of,  any  Governmental
          Authority or any other Person shall be required in connection with the
          borrowings  hereunder,  the grant of the Liens  pursuant to the Credit
          Documents,   or  the  continuing  operations  of  the  Borrower,   the
          enforcement  of the Agent's or the  Lenders'  rights  under the Credit
          Documents, or with the execution, delivery,  performance,  validity or
          enforceability of this Credit Agreement, the Revolving Notes, the Term
          Notes,  the  other  Credit  Documents,  the  Indenture  or  any  other
          documents executed in connection herewith or therewith.

     (f)  Material Litigation. No material litigation shall have been instituted
          -------------------
          against  the  Borrower,  and no  material  litigation  shall have been
          instituted by any Person (including, but not limited to, the Borrower)
          relating to the transactions contemplated by the Credit Agreement.

     (g)  Existing  Indebtedness.  The terms and conditions of any  Indebtedness
          ----------------------
          (including, without limitation, maturities, interest rates, prepayment
          and redemption requirements,  covenants,  defaults, remedies, security
          provisions  and  subordination  provisions)  of the Borrower to remain
          outstanding  after  the  Closing  Date  shall be  satisfactory  to the
          Lenders in all respects,  and the Lenders shall be satisfied  that the
          Borrower is not subject to any  material  contractual  obligations  or
          other   restrictions  that  would  be  violated  by  the  transactions
          contemplated by this Credit  Agreement,  the other Credit Documents or
          the Indenture.

     (h)  Validity of Liens.  The  Collateral  Documents  shall be  effective to
          -----------------
          create in favor of the Agent for the  benefit  of the  Lenders  legal,
          valid and enforceable  first (except for Liens permitted under Section
          9.5 hereof  which are  entitled  to  priority  under  applicable  law)
          security  and  mortgage  interests  in the  Collateral.  All  filings,
          recordings,  deliveries of instruments and other actions  necessary or
          desirable  in the  opinion of the Agent to protect and  preserve  such
          security and mortgage  interests  shall have been duly  effected.  The
          Agent  shall have  received  evidence  thereof  in form and  substance
          satisfactory to the Agent.

     (i)  Additional  Documents.  The Borrower shall have executed and delivered
          ---------------------
          to the  Agent and the  Lenders  all  documents  which the Agent or any
          Lender   determines  are   reasonably   necessary  to  consummate  the
          transactions contemplated hereby.

     6.2 Conditions  Precedent to  Effectiveness  and to Each Revolving Loan and
         Letter of Credit.

     The occurrence of the Closing Date and the obligation to make any Revolving
Loan or Term Loan or to issue any Letter of Credit on any date, shall be subject
to the condition  precedent  that,  both before and after giving effect  thereto
and,  in the  case  of  Revolving  Loans,  to the  application  of the  proceeds
therefrom,  the following  statements  shall be true to the  satisfaction of the
Agent (and each  request  for a borrowing  of a  Revolving  Loan or Term Loan or
request  for a Letter of  Credit,  and the  acceptance  by the  Borrower  of the
proceeds  of such  Revolving  Loan or Term Loan or  issuance  of such  Letter of

<PAGE>

Credit,  shall constitute a  representation  and warranty by the Borrower to the
Lenders that on the date of such Revolving Loan or Term Loan or issuance of such
Letter of Credit before and after giving effect  thereto and to the  application
of the proceeds therefrom such statements are true):

     (a)  All representations and warranties  contained in this Credit Agreement
          and the  other  Credit  Documents  shall  be true and  correct  in all
          material respects on and as of the date of such Notice of Borrowing or
          Letter of Credit Request as if then made,  other than  representations
          and warranties that relate solely to an earlier date;

     (b)  No Default or Event of Default shall have occurred and be  continuing,
          or would result from the making of the requested Revolving Loan or the
          issuance of the requested Letter of Credit; and

     (c)  No event has occurred which has had or could reasonably be expected to
          have a Material Adverse Effect.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES
-----------------------------------------

     To induce the Agent,  the Lenders  and the Issuing  Bank to enter into this
Credit  Agreement  and to make  available  the  credit  facilities  contemplated
hereby,  the  Borrower,  with  respect to itself  and each of its  Subsidiaries,
hereby represents and warrants to the Agent, the Lenders and the Issuing Bank as
follows:

     7.1 Organization and Qualification.

     The  Borrower  and  each  of its  Subsidiaries  (i) is a  corporation  duly
organized,  validly existing and in good standing under the laws of the state of
its  incorporation,  (ii) has the power and authority to own its  properties and
assets and to transact the  businesses  in which it presently is, or proposes to
be,  engaged and (iii) is duly qualified and is authorized to do business and is
in good standing in each jurisdiction  where it presently is, or proposes to be,
engaged in business  and where the  failure to be so  qualified  and  authorized
could have a Material  Adverse  Effect.  Schedule B lists all  jurisdictions  in
                                         ----------
which the Borrower and its  Subsidiaries are qualified to do business as foreign
corporations as of the Closing Date.

     7.2 Authority.

     The Borrower and each of its Subsidiaries has the requisite corporate power
and  authority to execute,  deliver and perform each of the Credit  Documents to
which it is a party. All corporate action necessary for the execution,  delivery
and  performance  of  any of the  Credit  Documents  by  the  Borrower  and  its
Subsidiaries has been taken.

     7.3 Enforceability.

     This  Credit  Agreement  and each Credit  Document is the legal,  valid and
binding obligation of the Borrower or of any Subsidiary of the Borrower which is
a party  thereto,  enforceable  in accordance  with its terms,  except as may be
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
similar laws affecting creditors' rights and by general principles of equity.
<PAGE>

     7.4 No Conflict.

     The  execution,  delivery and  performance  of each Credit  Document by the
Borrower or any of its  Subsidiaries are not in contravention of any Requirement
of Law  or any  indenture,  contract,  lease,  agreement,  instrument  or  other
commitment  to which it is a party or by which it or any of its  properties  are
bound and will not, except as contemplated  herein,  result in the imposition of
any Liens upon any of their respective properties.

     7.5 Consents and Filings.

     No consent, authorization,  permit or filing is required in connection with
the execution,  delivery and performance of this Credit  Agreement or any Credit
Document by the Borrower and its Subsidiaries,  or the continuing  operations of
the Borrower and its  Subsidiaries,  except (i) those that have been obtained or
made and (ii) filings  necessary to create,  perfect or retain the perfection of
Liens against the Collateral.

     7.6 Financial Data.

     The  Borrower  has  furnished  to  the  Lenders  the  following   Financial
Statements,  which have been  prepared in accordance  with GAAP (except,  in the
case of (ii) below, with respect to footnotes)  consistently  applied throughout
the periods  involved:  (i) balance  sheets as of, and statements of operations,
shareholder's  equity and cash flows for the fiscal year ended December 25, 1999
audited by  independent  certified  public  accountants,  and  accompanied by an
unqualified  opinion  thereof  and (ii)  unaudited  balance  sheets  as of,  and
unaudited statements of operations,  shareholder's equity and cash flows for the
nine month period ending  September 30, 2000.  Since the date of these Financial
Statements,  there have been no adverse  changes in the condition,  financial or
otherwise,  of the  Borrower  as shown  on the  balance  sheet  of the  Borrower
described  above,  other than  changes in the ordinary  course of  business.  In
addition, the Borrower has furnished to the Lenders certain financial data which
include projections.  The assumptions upon which the projections were based were
reasonable at the time such  projections  were prepared and are reasonable as of
the Closing  Date,  and such  projections  were prepared by the Borrower in good
faith.

     7.7 Subsidiaries.

     The only direct or indirect  Subsidiaries of the Borrower as of the Closing
Date are those listed on Schedule B. The  Borrower is the record and  beneficial
                         ----------
owner of all of the shares of capital stock of each of the  Subsidiaries  listed
on Schedule B. There are no proxies,  irrevocable or otherwise,  with respect to
   ----------
such shares,  and no equity  securities  of any of the  Subsidiaries  are or may
become required to be issued by reason of any options,  warrants,  scrip, rights
to subscribe to, calls or commitments of any character  whatsoever  relating to,
or securities or rights  convertible  into or  exchangeable  for,  shares of any
capital  stock of any  Subsidiary,  and  there  are no  contracts,  commitments,
understandings or arrangements by which any Subsidiary is or may become bound to
issue additional  shares of its capital stock or securities  convertible into or
exchangeable  for such  shares.  All of such shares so owned by the Borrower are
owned by it free and clear of any Liens.

     7.8 No Judgment or Litigation.

     Except as set forth on Schedule B, no judgments,  orders,  writs or decrees
                            ----------
are outstanding against the Borrower or any of the Subsidiaries nor is there now
pending or, to the best of the  Borrower's  knowledge  after  diligent  inquiry,

<PAGE>

threatened any  litigation,  contested  claim,  investigation,  arbitration,  or
governmental  proceeding by or against the Borrower or any of the  Subsidiaries,
in any case which could have a Material Adverse Effect.

     7.9 No Defaults.

     Neither the Borrower nor any of the  Subsidiaries  is in default  under any
term of any Material  Contract.  The Borrower knows of no dispute  regarding any
Material Contract.

     7.10 Labor Matters.

     (a)  There are no  controversies  pending or, to the best of the Borrower's
          knowledge after diligent inquiry,  threatened  between the Borrower or
          any of the Subsidiaries  and any of their respective  employees which,
          in any case, could have a Material Adverse Effect.

     (b)  Neither the  Borrower  nor any of the  Subsidiaries  is engaged in any
          unfair  labor  practice  which could have a Material  Adverse  Effect.
          There is (i) no unfair labor practice  complaint  pending  against the
          Borrower or any of the  Subsidiaries  or, to the best knowledge of the
          Borrower,  threatened  against any of them,  before the National Labor
          Relations   Board,   and  no  grievance  or  significant   arbitration
          proceeding arising out of or under collective bargaining agreements is
          so pending against the Borrower or any of the  Subsidiaries or, to the
          best knowledge of the Borrower,  threatened  against any of them, (ii)
          no strike, labor dispute,  slowdown or stoppage pending against either
          of the Borrower or any of the  Subsidiaries  or, to the best knowledge
          of the  Borrower,  threatened  against  any of them and (iii) no union
          representation  question with respect to the employees of the Borrower
          or any Subsidiaries and no union organizing activities.

     7.11 Compliance with Law.

     Neither the Borrower nor any of the  Subsidiaries has violated or failed to
comply with any  Requirement of Law or any  requirement  of any self  regulatory
organization  which could  reasonably  be  expected  to have a Material  Adverse
Effect.

     7.12 ERISA.

     None of the Borrower,  any Subsidiary and any ERISA Affiliate  maintains or
contributes  to any Plan other than those  listed on  Schedule  B. Each Plan has
                                                      -----------
been and is being  maintained  and  funded in  accordance  with its terms and in
compliance  with all provisions of ERISA and the Code  applicable  thereto.  The
Borrower,  each of the  Subsidiaries and each ERISA Affiliate have fulfilled all
obligations  related to the minimum funding  standards of ERISA and the Internal
Revenue Code for each Plan,  are in  compliance  with the  currently  applicable
provisions  of ERISA and of the Internal  Revenue Code and have not incurred any
liability  (other than routine  liability for premiums) under Title IV of ERISA.
No  Termination  Event has  occurred nor has any other event  occurred  that may
result in a  Termination  Event.  No event or events have occurred in connection
with which the  Borrower,  any of the  Subsidiaries,  any ERISA  Affiliate,  any
fiduciary of a Plan or any Plan, directly or indirectly, could be subject to any
liability,  individually or in the aggregate,  under ERISA, the Internal Revenue
Code  or any  other  Requirement  of Law or  under  any  agreement,  instrument,

<PAGE>

statute,  rule of law or  regulation  pursuant to or under which any such entity
has agreed to indemnify or is required to indemnify any person against liability
incurred  under, or for a violation or failure to satisfy the  requirements  of,
any such statute,  regulation or order.  The Borrower has delivered or caused to
be delivered to the Agent:  (i) a copy of each Plan (or,  where any such plan is
not in writing,  a complete  description  thereof) (and, if applicable,  related
trust agreements or other funding  instruments) and all amendments thereto,  all
written  interpretations thereof and written descriptions thereof that have been
distributed   to  employees   or  former   employees  of  the  Borrower  or  the
Subsidiaries;  (ii) the most recent  determination letter issued by the Internal
Revenue Service with respect to each Plan;  (iii) for the three most recent plan
years,  Annual  Reports  on Form  5500  Series  required  to be  filed  with any
governmental  agency for each Plan; (iv) all actuarial  reports prepared for the
last three plan years for each Plan; (v) a listing of all  Multiemployer  Plans,
with the aggregate amount of the most recent annual contributions required to be
made by the Borrower or any ERISA  Affiliate to each such plan and copies of the
collective  bargaining   agreements  requiring  such  contributions;   (vi)  any
information  that has been  provided  to the  Borrower  or any  ERISA  Affiliate
regarding  withdrawal  liability  under any  Multiemployer  Plan;  and (vii) the
aggregate  amount of the most recent annual payments made to former employees of
the Borrower or any ERISA Affiliate under any Retiree Health Plan.

     7.13 Compliance with Environmental Laws.

     (i)  The operations of the Borrower and each of the Subsidiaries are not in
          violation of any  applicable  federal,  state or local  environmental,
          health  and  safety  statutes,  regulations,  directions,  ordinances,
          criteria and  guidelines;  (ii) the  Borrower has not received  notice
          that any of the operations of the Borrower or any of the  Subsidiaries
          is the subject of any judicial or administrative  proceeding  alleging
          the violation of any federal, state or local environmental,  health or
          safety  statute,  regulation,   direction,   ordinance,   criteria  or
          guideline;  (iii) none of the operations of the Borrower or any of the
          Subsidiaries   is  the  subject  of  any   federal,   state  or  local
          investigation  involving allegations or potential allegations that the
          Borrower or any of the Subsidiaries disposed of any hazardous or toxic
          waste,  substance or  constituent or other  pollutant,  contaminant or
          substance (including, without limitation,  petroleum) at any site that
          may  require  remedial  action,   or  any  federal,   state  or  local
          investigation  evaluating  whether  any  remedial  action is needed to
          respond to a release or  threatened  release of any hazardous or toxic
          waste,  substance or constituent,  or other pollutant,  contaminant or
          substance   (including,   without  limitation,   petroleum)  into  the
          environment;  (iv) neither the  Borrower  nor any of the  Subsidiaries
          have filed any notice under any federal, state or local law indicating
          past or present treatment, storage or disposal of a hazardous waste or
          reporting a spill or release or  threatened  release of a hazardous or
          toxic waste, substance or constituent, or other pollutant, contaminant
          or  substance  (including,  without  limitation,  petroleum)  into the
          environment;  and (v) neither the Borrower nor any of the Subsidiaries
          has any  contingent  liability of which the Borrower has  knowledge or
          reasonably  should have  knowledge in  connection  with any release or
          threatened  release of any  hazardous  or toxic  waste,  substance  or
          constituent, or other pollutant,  contaminant or substance (including,
          without  limitation,  petroleum)  into  the  environment,  nor has the
          Borrower or any of the  Subsidiaries  received  any notice,  letter or
          other indication of potential  liability  arising from the disposal of
          any  hazardous  or toxic  waste,  substance  or  constituent  or other
          pollutant,  contaminant or substance  (including,  without limitation,
          petroleum) into the environment which, in any such case referred to in
          this Section 7.13 or in the aggregate, could reasonably be expected to
          have a Material Adverse Effect.

     7.14 Intellectual Property.

     The Borrower possesses or has the legal right to use such assets, licenses,
patents, patent applications,  copyrights, service marks, trademarks (including,
without  limitation,  the "'W' and design") and trade names as are  necessary or
advisable  to continue to conduct its present and proposed  business  activities

<PAGE>

and such assets,  licenses,  patents, patent applications,  copyrights,  service
marks,  trademarks  and trade names are valid and in full force and effect.  The
Borrower  does not own any federally  registered  patents,  copyrights,  service
marks, trademarks or tradenames, other than as set forth in Schedule B hereto.
                                                            ----------

     7.15 Licenses and Permits.

     The Borrower and each of the  Subsidiaries  have  obtained and hold in full
force and effect,  all  franchises,  licenses,  leases,  permits,  certificates,
authorizations,  qualifications,  easements,  rights of way and other rights and
approvals  which are necessary or advisable for the operation of its  businesses
as  presently  conducted  and as proposed  to be  conducted,  except  those with
respect  to which the  failure  to so obtain  and hold would not have a Material
Adverse  Effect.  Neither  of the  Borrower  nor any of the  Subsidiaries  is in
violation  of  the  terms  of  any  such  franchise,   license,  lease,  permit,
certificate,  authorization,  qualification,  easement,  right of way,  right or
approval.

     7.16 Title to Property.

     All Real Estate is  identified  on Schedule  B. The  Borrower  has good and
                                        -----------
marketable  title in fee simple to, or a valid  leasehold  interest  in, all its
Real Estate, and good title to all its other property, and none of such property
is subject to any Lien except as permitted by Section 9.5.

     7.17 Investment Company.

     Neither  the  Borrower  nor any of the  Subsidiaries  is (i) an  investment
company (nor as of the Closing  Date is the Borrower or any of its  Subsidiaries
controlled  by an  investment  company)  within the  meaning  of the  Investment
Company Act of 1940, as amended,  (ii) a holding company or a Subsidiary company
of a holding  company,  or an Affiliate of a holding  company or of a Subsidiary
company of a holding  company,  within the meaning of the Public Utility Holding
Company  Act of 1935,  as  amended,  or (iii)  subject  to any  other  law which
purports to regulate or restrict  its ability to borrow  money or to  consummate
the  transactions  contemplated  by this Credit  Agreement  or the other  Credit
Documents or to perform its obligations hereunder or thereunder.

     7.18 Taxes and Tax Returns.

     (a)  Except as set forth on Schedule B, the Borrower  and the  Subsidiaries
                                 ----------
          (and  any  affiliated  group  of  which  the  Borrower  or  any of the
          Subsidiaries are now or have been members) has timely filed (inclusive
          of any permitted  extensions) with the appropriate  taxing authorities
          all returns (including,  without limitation,  information  returns) in
          respect of taxes  required to be filed  through  the Closing  Date and
          will timely file  (inclusive  of any  permitted  extensions)  any such
          returns  required  to be filed on and  after  the  Closing  Date.  The
          information  filed is complete and accurate in all material  respects.
          All  deductions  taken by the Borrower as reflected in such income tax
          returns  have  been  taken  in  accordance  with  applicable  laws and
          regulations,  except  deductions that may have been disallowed but are
          being  challenged in good faith and for which  adequate  reserves have
          been made in accordance with GAAP.  Except as specified in Schedule B,
                                                                     ----------
          neither the  Borrower  nor any of the  Subsidiaries,  nor any group of
          which the Borrower or any of the Subsidiaries are now or were members,
          have  requested  any  extension  of time within  which to file returns
          (including without limitation  information  returns) in respect of any
          taxes.
<PAGE>

     (b)  All taxes, assessments, fees and other governmental charges in respect
          of periods beginning prior to the Closing Date, have been timely paid,
          or will be timely paid,  or an adequate  reserve has been  established
          therefor,  as set forth in Schedule B or in the Financial  Statements,
                                     ----------
          and neither the Borrower nor any of the Subsidiaries has any liability
          for taxes in excess of the amounts so paid or reserves so established.

     (c)  Except as set forth in Schedule B, no deficiencies for taxes have been
                                 ----------
          claimed,  proposed  or  assessed  by any taxing or other  Governmental
          Authority against the Borrower or any of their Subsidiaries and no tax
          liens have been filed. Except as set forth in Schedule B, there are no
                                                        ----------
          pending  or,  to the  best  of the  Borrower's  knowledge,  threatened
          audits,  investigations  or claims for or relating to any liability in
          respect of taxes,  and there are no matters under  discussion with any
          governmental  authorities  with  respect to taxes  which are likely to
          result in a  material  additional  liability  for  taxes.  Either  the
          federal  income tax returns of the  Borrower  have been audited by the
          Internal  Revenue  Service and such audits  have been  closed,  or the
          period  during  which  any  assessments  may be made  by the  Internal
          Revenue Service has expired without waiver or extension, for all years
          up to and including the fiscal year ended 1992. Except as set forth in
          Schedule  B, no  extension  of a statute of  limitations  relating  to
          -----------
          taxes,  assessments,  fees or other governmental  charges is in effect
          with respect to the Borrower or the Subsidiaries.

     (d)  Except as set forth on Schedule B, neither the Borrower nor any of its
                                 ----------
          Subsidiaries  has any obligation under any written or oral tax sharing
          agreement or agreement regarding payments in lieu of taxes.

     7.19 Material Contracts.

     Schedule B contains a true,  correct and complete  list of all the Material
     ----------
Contracts  currently  in  effect  on the  Closing  Date.  None  of the  Material
Contracts (other than the Credit Documents) contains any burdensome restrictions
on  the  Borrower  or  any  of its  Subsidiaries  or  any  of  their  respective
properties.  All of the Material  Contracts are in full force and effect, and no
defaults currently exist thereunder.

     7.20 Affiliate Transactions.

     Except as set forth on Schedule B, neither the Borrower nor any  Subsidiary
                            ----------
is a party to or bound by any agreement or arrangement (whether oral or written)
to which any  Affiliate of the Borrower or any  Subsidiary is a party except (i)
in the ordinary  course of and pursuant to the  reasonable  requirements  of the
Borrower's or such Subsidiary's business and (ii) upon fair and reasonable terms
no less favorable to the Borrower and such  Subsidiary than it could obtain in a
comparable arm's-length transaction with an unaffiliated Person.

     7.21 Accuracy and Completeness of Information.

     All factual information furnished by or on behalf of the Borrower or any of
the  Subsidiaries  in  writing  to the Agent,  any  Lender or the  Auditors  for
purposes of or in connection with this Credit Agreement or any Credit Documents,
or any  transaction  contemplated  hereby  or  thereby  is or will  be true  and
accurate in all material  respects on the date as of which such  information  is
dated or certified  and not  incomplete  by omitting to state any material  fact
necessary to make such information not misleading at such time.

     7.22 Recording Taxes.

     All mortgage  recording taxes,  recording fees and other charges payable in
connection  with the filing and  recording of the Credit  Documents  have either
been  paid in full by the  Borrower  or  arrangements  for the  payment  of such
amounts satisfactory to the Agent shall have been made.
<PAGE>

     7.23 Solvency.

     The fair  saleable  value of the  assets of the  Borrower  exceeds  all its
probable  liabilities,  including  those incurred or to be incurred  pursuant to
this Credit Agreement, the other Credit Documents, the Senior Subordinated Notes
and the Indenture.  The Borrower (i) does not have unreasonably small capital in
relation  to the  business in which it is or proposes to be engaged and (ii) has
not  incurred,  and does not believe that it will incur,  after giving effect to
the transactions contemplated by this Credit Agreement, debts beyond its ability
to pay as such debts become due.

     7.24 No Change.

     There has been no development or event nor any  prospective  development or
event,  which has had or could reasonably be expected to have a Material Adverse
Effect.

ARTICLE 8. AFFIRMATIVE COVENANTS
--------------------------------

     Until  termination of this Credit Agreement and payment and satisfaction of
all obligations due hereunder:

     8.1 Financial Reporting.

     The Borrower shall timely deliver to each Lender the following information:

     (a)  Annual Financial Statements.  As soon as available, but not later than
          ---------------------------
          ninety (90) days after each fiscal  year end:  (i) the annual  audited
          Financial  Statements of the Consolidated Entity; (ii) a comparison in
          reasonable  detail to the prior  year  audited  Financial  Statements;
          (iii) the  Auditors'  unqualified  opinion,  "Management  Letter"  and
          statement  indicating that the Auditors have not obtained knowledge of
          the  existence of any Default or Event of Default  during their audit;
          (iv) a narrative  discussion of the consolidated  financial  condition
          and results of operations and the  consolidated  liquidity and capital
          resources of the Consolidated Entity for such fiscal year, prepared by
          the chief  financial  officer of the  Borrower;  and (v) a  compliance
          certificate  substantially  in the form of Exhibit C with an  attached
          schedule  of  calculations  (A)  demonstrating   compliance  with  the
          financial  covenants  set forth in Sections  9.1,  9.2 and 9.3 and (B)
          setting forth the Interest  Coverage Ratio of the Consolidated  Entity
          for the most  recently  completed  four full  fiscal  quarters  of the
          Consolidated  Entity.  To the extent that the Borrower's annual report
          on Form 10-K  contains any of the  foregoing  items,  the Lenders will
          accept the Borrower's Form 10-K in lieu of such items.
<PAGE>

     (b)  Projections.  Not later than  forty-five  (45) days after each  fiscal
          -----------
          year end, monthly  projections of Borrower's  financial  condition and
          results of operations for the next  succeeding  fiscal year,  together
          with annual  projections for the next two succeeding  fiscal years, in
          each  case   containing   projected   consolidating   balance  sheets,
          statements of  operations,  statements of cash flows and statements of
          changes  in  shareholders   equity,   together  with  a  statement  in
          reasonable  detail  setting  forth the  assumptions  upon  which  such
          projections are based.

     (c)  Quarterly Financial  Statements.  As soon as available,  but not later
          -------------------------------
          than  forty-five  (45) days  after the end of each of the first  three
          fiscal quarters:  (i) Financial  Statements of the Consolidated Entity
          as of the fiscal quarter then ended,  and for the fiscal year to date;
          (ii) a comparison in reasonable detail to the Financial Statements for
          the  corresponding  periods  of  the  prior  fiscal  year;  (iii)  the
          certification  of the  chief  executive  officer  or  chief  financial
          officer  of the  Borrower  that such  Financial  Statements  have been
          prepared in accordance with GAAP (other than with respect to footnotes
          and  subject  to  year-end  audit   adjustments);   (iv)  a  narrative
          discussion  of the  consolidated  financial  condition  and results of
          operations and the consolidated liquidity and capital resources of the
          Consolidated  Entity for such fiscal  quarter and fiscal year to date,
          prepared by the chief  financial  officer of the  Borrower;  and (v) a
          compliance certificate  substantially in the form of Exhibit C with an
          attached  schedule of calculations (A)  demonstrating  compliance with
          the financial covenants set forth in Sections 9.1, 9.2 and 9.3 and (B)
          setting forth the Interest  Coverage Ratio of the Consolidated  Entity
          for the most  recently  completed  four full  fiscal  quarters  of the
          Consolidated  Entity.  To the  extent  that the  Borrower's  quarterly
          report on Form 10-Q contains any of the foregoing  items,  the Lenders
          will accept the Borrower's Form 10-Q in lieu of such items.

     (d)  Monthly Financial Statements. As soon as available, but not later than
          ----------------------------
          thirty  (30)  days  after  the  end of each of the  fiscal  months  of
          January,  February, April, May, July, August, October and November and
          within forty-five (45) days after the end of each of the fiscal months
          of March,  June,  September and December:  (i) a balance sheet for the
          Consolidated  Entity as at the end of such  month  and for the  fiscal
          year to date and  statements  of  operations  and cash  flows for such
          month  and for the  fiscal  year to  date;  (ii) a  comparison  to the
          balance sheet, statement of operations and statement of cash flows for
          the same periods in the prior year; (iii) a certification by the chief
          executive officer or chief financial officer of the Borrower that such
          balance  sheet,  statement of  operations  and statement of cash flows
          have been prepared in accordance with GAAP (other than with respect to
          footnotes  and  subject to  year-end  audit  adjustments);  and (iv) a
          compliance certificate  substantially in the form of Exhibit C with an
          attached  schedule of calculations  demonstrating  compliance with the
          financial covenants set forth in Sections 9.1, 9.2 and 9.3.

     (e)  Monthly Comparison to Prior Projections. As soon as available, but not
          ---------------------------------------
          later than thirty (30) days after the end of each of the fiscal months
          of January,  February,  April, May, July, August, October and November
          and  within  forty-five  (45) days after the end of each of the fiscal

<PAGE>

          months of March, June,  September and December, a comparison of actual
          results of  operations,  cash flow and  capital  expenditures  for the
          Borrower  for such month and for the period from the  beginning of the
          current  fiscal  year  through  the end of  such  month  with  amounts
          previously  projected for those periods (see Section  8.1(b)) and with
          actual results for corresponding periods in the previous fiscal year.

     (f)  Tax Returns. A copy of the state and federal income tax returns of the
          -----------
          Borrower and each of its  Subsidiaries  within  thirty (30) days after
          they are filed with the appropriate  taxing  authorities,  if and when
          requested by any Lender.

     (g)  Public  Filings.  Promptly  upon the  earlier of the mailing or filing
          ---------------
          thereof,  copies of all 10-Ks,  10-Qs, 8-Ks, proxy statements,  annual
          reports,  quarterly  reports,  registration  statements  and any other
          filings or other communications made by the Borrower to holders of its
          publicly traded securities or the Securities  Exchange Commission from
          time to time  pursuant  to the  Securities  Exchange  Act of 1934,  as
          amended, or the Securities Act of 1933, as amended.

     8.2 Collateral Reporting.

     The Borrower shall timely deliver to the Agent (and each Lender in the case
of  Borrowing  Base  Certificates  required to be  delivered  pursuant to clause
(a)(i)(1) below) the following certificates and reports:

     (a)  Weekly Borrowing Base Certificates.
          ----------------------------------


          (i)  Weekly,  before 12:00 noon Boston time on the second Business Day
               of each week, and at any other time requested by the Agent, (1) a
               borrowing base  certificate  (the "Borrowing Base  Certificate"),
               which  shall  be:  (A)  completed  substantially  in the  form of
               Exhibit D, detailing the Borrower's  Eligible Accounts Receivable
               and  Eligible  Inventory  as of each  Friday  of the  immediately
               preceding  week  (or as of  such  other  date  as the  Agent  may
               request),  (B)  prepared  by or  under  the  supervision  of  the
               Borrower's chief executive officer or chief financial officer and
               certified  by  such  officer  subject  only  to  adjustment  upon
               completion of the normal year-end audit of physical inventory and
               (C) attached to such additional  schedules and other  information
               as the  Agent may  request;  and (2) (X) an  Accounts  Receivable
               reconciliation   report  (beginning   balance  plus  sales  minus
               collections  minus  credits  plus or  minus  adjustments),  (Y) a
               report  detailing  Inventory  balances  by  category  and  (Z) an
               accounts payable balance and book overdraft  report, in each case
               as of Saturday of the immediately  preceding week. The Agent may,
               but  shall  not be  obligated  to,  rely on each  Borrowing  Base
               Certificate and any other schedules or reports in determining the
               eligibility of Accounts and Inventory.

          (ii) Monthly,  before 12:00 noon Boston time on the ninth Business Day
               of each  fiscal  month,  and at any other time  requested  by the
               Agent,  (1) a  Borrowing  Base  Certificate  which  shall be: (A)
               completed  substantially  in the form of Exhibit D, detailing (x)
               the  Borrower's   Eligible   Accounts   Receivable  and  Eligible

<PAGE>

               Inventory as of the last day of the immediately  preceding fiscal
               month (the  "Monthly  Report")  and (y) the  Borrower's  Eligible
               Accounts  Receivable and Eligible Inventory as of the last day of
               the immediately  preceding fiscal month, (B) prepared by or under
               the  supervision of the  Borrower's  chief  executive  officer or
               chief  financial  officer and  certified by such officer  subject
               only to adjustment  upon  completion of the normal year-end audit
               of  physical  inventory,  and (C)  attached  to  such  additional
               schedules  and  other   information  as  the  Agent  may  request
               (including,  without  limitation,  an accounts  receivable agings
               report  for the  prior  fiscal  month);  and (2) (W) an  Accounts
               Receivable  summary  agings  report by location,  (X) an Accounts
               Receivable  summary  agings report for the  Borrower's top twenty
               customer accounts, (Y) a report of Inventory balances by location
               (including  third party  locations)  and (Z) an accounts  payable
               agings report (when  available from the  Borrower's  computerized
               recordkeeping  system),  in each  case as of the  last day of the
               immediately  preceding fiscal month. The Agent may, but shall not
               be obligated to, rely on each Borrowing Base  Certificate and any
               other  schedules or reports in  determining  the  eligibility  of
               Accounts and Inventory.

     (b)  Further  Assurances.  When  requested  by the  Agent  (or by a  Lender
          -------------------
          through the Agent), any further information  regarding the Collateral,
          business affairs and financial condition of the Borrower or any of its
          Subsidiaries.

     8.3 Notification Requirements.

     The  Borrower  shall  timely  give the  Agent and each of the  Lenders  the
following notices:

     (a)  Notice of Defaults. Promptly, and in any event within two (2) Business
          ------------------
          Days after  becoming  aware of the occurrence of a Default or Event of
          Default,  a  certificate  of the  chief  executive  officer  or  chief
          financial  officer of the Borrower  specifying  the nature thereof and
          the Borrower's proposed response thereto, each in reasonable detail.

     (b)  Proceedings or Adverse Changes. Promptly, and in any event within five
          ------------------------------
          (5)  Business  Days  after  the  Borrower  becomes  aware  of (i)  any
          proceeding  being  instituted  or  threatened  to be  instituted by or
          against the Borrower or any of its Subsidiaries in any federal, state,
          local or foreign court or before any  commission  or other  regulatory
          body (federal,  state, local or foreign),  (ii) any order, judgment or
          decree in excess of $1,000,000  being entered  against the Borrower or
          any of its  Subsidiaries  or any of  their  respective  properties  or
          assets or (iii) any actual or prospective change, development or event
          which,  in any such case,  has had or could  reasonably be expected to
          have a Material  Adverse Effect, a written  statement  describing such
          proceeding,  order, judgment, decree, change, development or event and
          any action  being taken with  respect  thereto by the  Borrower or any
          such Subsidiary.

     (c)  ERISA Notices.
          -------------

          (i)  within ten (10) days after the  Borrower,  any  Subsidiary or any
               ERISA Affiliate knows or has reason to know that a Termination

<PAGE>

               Event has occurred,  a written  statement of the chief  financial
               officer of the Borrower describing such Termination Event and the
               action,  if any,  which the Borrower or other such  entities have
               taken,  are taking or propose to take with respect  thereto,  and
               when  known,  any  action  taken or  threatened  by the  Internal
               Revenue Service, DOL or PBGC with respect thereto;

          (ii) within ten (10) days after the  Borrower,  any  Subsidiary or any
               ERISA  Affiliate  knows or has  reason to know that a  prohibited
               transaction  (as defined in Sections 406 of ERISA and 4975 of the
               Internal  Revenue  Code) has  occurred,  a statement of the chief
               financial officer of the Borrower describing such transaction and
               the action which the Borrower or other such  entities have taken,
               are taking or propose to take with respect thereto;

          (iii)within  thirty (30) days after the filing  thereof  with the DOL,
               Internal  Revenue  Service or PBGC,  copies of each annual report
               (form 5500  series),  including  Schedule  3 thereto,  filed with
               respect to each Benefit Plan;

          (iv) within  thirty  (30) days  after  receipt  by the  Borrower,  any
               Subsidiary or any ERISA  Affiliate of each  actuarial  report for
               any Benefit Plan or Multiemployer Plan and each annual report for
               any Multiemployer Plan, copies of each such report;

          (v)  within three (3) days after the filing  thereof with the Internal
               Revenue Service, a copy of each funding waiver request filed with
               respect to any Benefit  Plan and all  communications  received by
               the Borrower,  any Subsidiary or any ERISA Affiliate with respect
               to such request;

          (vi) within ten (10) days upon the occurrence thereof, notification of
               any  increase  in  the  benefits  of  any  existing  Plan  or the
               establishment   of  any   new   Plan  or  the   commencement   of
               contributions  to any Plan to which the Borrower,  any Subsidiary
               or any ERISA Affiliate was not previously contributing;

          (vii)within  three  (3)  days  after  receipt  by  the  Borrower,  any
               Subsidiary  or any ERISA  Affiliate  of the PBGC's  intention  to
               terminate  a  Benefit  Plan or to  have a  trustee  appointed  to
               administer a Benefit Plan, copies of each such notice;

         (viii)   within  ten (10)  days  after  receipt  by the  Borrower,  any
               Subsidiary or any ERISA Affiliate of any favorable or unfavorable
               determination  letter from the Internal Revenue Service regarding
               the  qualification of a Plan under Section 401(a) of the Internal
               Revenue Code, copies of each such letter;

          (ix) within  ten  (10)  days  after  receipt  by  the  Borrower,   any
               Subsidiary  or any  ERISA  Affiliate  of a notice  regarding  the
               imposition of withdrawal liability, copies of each such notice;
<PAGE>

          (x)  within ten (10) days after the  Borrower,  any  Subsidiary or any
               ERISA Affiliate fail to make a required  installment or any other
               required  payment under Section 412 of the Internal  Revenue Code
               on or before  the due date for such  installment  or  payment,  a
               notification of such failure; and

          (xi) within three (3) days after the Borrower,  any  Subsidiary or any
               ERISA  Affiliate   knows  (a)  a  Multiemployer   Plan  has  been
               terminated,   (b)  the   administrator   or  plan  sponsor  of  a
               Multiemployer Plan intends to terminate a Multiemployer  Plan, or
               (c) the PBGC has instituted or will institute  proceedings  under
               Section  4042 of ERISA  to  terminate  a  Multiemployer  Plan,  a
               written statement setting forth any such event or information.

     For purposes of this Section 8.3(c),  the Borrower,  any Subsidiary and any
     ERISA   Affiliate   shall  be  deemed  to  know  all  facts  known  by  the
     administrator of any Plan of which such entity is the plan sponsor.

     (d)  Environmental  and  Health  and  Safety  Notices;  Violations  of Law.
          ---------------------------------------------------------------------
          Promptly, and in any event within ten (10) Business Days after receipt
          by the Borrower or any of its  Subsidiaries  of any formal or informal
          notice, complaint or order alleging actual or prospective violation of
          any  environmental,  health or safety  Requirement of Law or any other
          Requirement  of Law which  could have a Material  Adverse  Effect,  or
          alleging  responsibility  for  a  cleanup,  a  copy  of  such  notice,
          complaint,  or order and a written  statement  describing  any  action
          being  taken  with  respect  thereto  by  the  Borrower  or  any  such
          Subsidiary.

     (e)  Material  Contracts.  Promptly,  and  in any  event  within  ten  (10)
          Business  Days after any  Material  Contract of the Borrower or any of
          its Subsidiaries is terminated or amended or any new Material Contract
          is entered  into,  a written  statement  describing  such event,  with
          copies of  amendments  or new  contracts,  and an  explanation  of any
          actions being taken with respect thereto.

     (f)  Interest Rate Agreements and Lumber Hedging  Agreements.  The Borrower
          -------------------------------------------------------
          shall provide the Agent,  (i)  promptly,  and in any event within five
          (5) Business Days after a default by any party under any Interest Rate
          Agreement  or  Lumber  Hedging  Agreement,  with a  written  statement
          describing  such default and an explanation of any actions being taken
          with respect thereto,  and (ii) with such other information  regarding
          any Interest Rate Agreements or Lumber Hedging Agreements as the Agent
          may reasonably request.

     8.4 Corporate Existence.

     The  Borrower  shall,  and shall  cause  each of the  Subsidiaries  to, (i)
maintain its corporate  existence  (except that Subsidiaries may merge with each
other  and with  the  Borrower  (provided  that the  Borrower  is the  surviving
entity)) with the prior written consent of the Agent, maintain in full force and
effect all licenses, bonds, franchises, leases, trademarks and qualifications to
do business, and all patents,  contracts and other rights necessary or advisable

<PAGE>

to the profitable conduct of their businesses, (ii) continue in, and limit their
operations  to, the same general lines of business as presently  conducted by it
and (iii) comply with all Requirements of Law, except those  Requirements of Law
the failure to so comply with would not have a Material Adverse Effect.

     8.5 ERISA.

     The Borrower shall  establish,  maintain and operate all Plans to comply in
all material  respects with the provisions of ERISA,  Internal Revenue Code, and
all other Requirements of Law, other than to the extent that Borrower is in good
faith  contesting by appropriate  proceedings the validity or application of any
such provision, law, rule, regulation or interpretation.

     8.6 Environmental and Other Matters.

     (a)  The Borrower and its Subsidiaries  will conduct their businesses so as
          to comply in all material respects with all applicable federal,  state
          or local  environmental  laws,  regulations,  directions,  ordinances,
          criteria and guidelines, including, without limitation, environmental,
          land use, occupational safety or health laws, regulations, directions,
          ordinances,  criteria,  guidelines,  requirements  or  permits  in all
          jurisdictions  in  which  any of them is or may at any  time be  doing
          business,  except  to  the  extent  that  the  Borrower  or any of the
          Subsidiaries  are  contesting,  in good  faith  by  appropriate  legal
          proceedings, any such law, regulation, direction, ordinance, criteria,
          guideline, or interpretation thereof or application thereof; provided,
                                                                       --------
          further,  that the Borrower and each of the Subsidiaries  shall comply
          -------
          with the order of any court or other  Governmental  Authority relating
          to such laws unless the Borrower or the  Subsidiaries  shall currently
          be  prosecuting  an appeal or  proceedings  for  review and shall have
          secured a stay of enforcement or execution  postponing  enforcement or
          execution pending such appeal or proceedings for review.  The Borrower
          shall promptly take all actions necessary to prevent the imposition of
          any Liens on any of its  properties  arising  out of or related to any
          environmental  matters.  At the request of the Agent,  and at the sole
          cost and expense of the Borrower, the Borrower shall provide the Agent
          with any additional  information or reports  relating to environmental
          matters and any potential related liability resulting therefrom as the
          Agent may reasonably request. In addition,  the Borrower shall provide
          the Agent, at the Borrower's sole cost and expense, with copies of any
          environmental audits,  surveys or reports conducted in connection with
          the purchase or sale by the Borrower of any real property.

     (b)  On or before  December  13,  2001,  the  Borrower  shall  implement an
          environmental  management system program reasonably  acceptable to the
          Agent.  Such program shall  include,  without  limitation,  procedures
          reasonably  acceptable  to the Agent for the  handling  and control of
          asbestos,  above  ground  storage  tanks,  and drums  containing  oil,
          gasoline and other hazardous substances. The Borrower shall, from time
          to time, execute such agreements,  documents and  certifications  with
          respect to such program as the Agent may reasonably require.

     8.7 Insurance; Casualty Loss.

     The Borrower agrees to maintain,  and to cause each of the  Subsidiaries to
maintain, public liability insurance,  third party property damage insurance and
casualty insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts and covering such risks as are at all times
satisfactory to the Agent in its commercially reasonable judgment. All liability
policies  of the  Borrower  and its  Subsidiaries  are to name  the  Agent as an
additional insured and all casualty policies covering the Collateral are to name

<PAGE>

the  Agent as the  loss  payee in case of loss  and are to  contain  such  other
provisions  as the Agent may  reasonably  require to fully  protect  the Agent's
interest in the  Collateral  and to any payments to be made under such policies.
The Borrower  shall provide  written  notice to the Lenders of the occurrence of
any of the following  events within five (5) Business Days after the  occurrence
of such event: any asset or property owned or used by the Borrower or any of the
Subsidiaries  is (i) damaged or  destroyed,  or suffers any other loss,  or (ii)
condemned,  confiscated  or  otherwise  taken,  in whole or in part,  or the use
thereof is otherwise  diminished so as to render  impracticable  or unreasonable
the use of such  asset or  property  for the  purposes  to which  such  asset or
property  were used  immediately  prior to such  condemnation,  confiscation  or
taking,  by  exercise  of the  powers  of  condemnation  or  eminent  domain  or
otherwise,  and in either  case the amount of the damage,  destruction,  loss or
diminution  in value in excess of  $1,000,000  (or with respect to Eligible Real
Estate, as set forth in the applicable Mortgage relating thereto) (collectively,
a "Casualty  Loss";  provided,  however,  that for purposes of the definition of
                     --------   -------
Capital  Expenditures  only,  "Casualty  Loss"  shall mean any of the  foregoing
regardless  of the amount of the  damage,  destruction,  loss or  diminution  in
value). The Borrower shall diligently file and prosecute its claim or claims for
any award or  payment in  connection  with a  Casualty  Loss.  In the event of a
Casualty  Loss,  the  Borrower  shall pay to the Agent,  promptly  upon  receipt
thereof, any and all insurance proceeds and payments received by the Borrower or
any of the Subsidiaries on account of damage, destruction, loss, condemnation or
eminent  domain  proceedings.  The Agent may,  at its  election  and in its sole
discretion,  either (a) apply the  proceeds  realized  from  Casualty  Losses to
payment of accrued and unpaid interest or outstanding  principal under the Loans
in  accordance  with the  provisions  of Section  4.4  hereo,  or if an Event of
Default then exists, in such order and manner as the Agent may determine, or (b)
pay such  proceeds to the Borrower to be used to repair,  replace or rebuild the
asset or property or portion  thereof that was the subject of the Casualty Loss.
After the occurrence and during the  continuance of an Event of Default,  (i) no
settlement  on  account of any such  Casualty  Loss  shall be made  without  the
consent of the Majority  Lenders and (ii) the Agent may  participate in any such
proceedings and the Borrower shall deliver to the Agent such documents as may be
requested by the Agent to permit such  participation  and shall consult with the
Agent,  its attorneys and agents in the making and  prosecution of such claim or
claims.  The Borrower hereby  irrevocably  authorizes and appoints the Agent its
attorney-in-fact,  after the occurrence and  continuance of an Event of Default,
to collect and  receive for any such award or payment and to file and  prosecute
such claim or claims,  which power of attorney shall be irrevocable and shall be
deemed to be coupled with an interest,  and the Borrower  shall,  upon demand of
the  Agent,  make,  execute  and  deliver  any and  all  assignments  and  other
instruments sufficient for the purpose of assigning any such award or payment to
the Agent for the benefit of the Lenders,  free and clear of any encumbrances of
any kind or nature whatsoever.

     8.8 Taxes.

     The Borrower agrees to pay, when due, and to cause each of the Subsidiaries
to pay when due, all taxes lawfully levied or assessed against the Borrower, any
Subsidiary  or any of the  Collateral  before any  penalty or  interest  accrues
thereon; provided, however, that, unless such taxes have become a federal tax or
         --------  -------
ERISA Lien on any of the assets of the Borrower or any  Subsidiary,  no such tax
need be paid if the same is  being  contested,  in good  faith,  by  appropriate
proceedings  promptly  instituted  and  diligently  conducted and if an adequate
reserve or other appropriate provision shall have been made therefor as required
in order to be in conformity with GAAP.

     8.9 Compliance With Laws.

     The Borrower  agrees to comply,  and to cause each of the  Subsidiaries  to
comply,  with all  Requirements  of Law applicable to the Collateral or any part

<PAGE>

thereof,  or to the operation of its business,  unless (a) the Borrower contests
any such Requirements of Law in a reasonable manner and in good faith or (b) any
such non-compliance would not have a Material Adverse Effect.

     8.10 Use of Proceeds.

     The Loans  made to the  Borrower  hereunder  shall be used by the  Borrower
solely (i) to repay  outstanding  Indebtedness of the Borrower on account of the
Senior  Subordinated  Notes pursuant to the Offer to Purchase,  (ii) for working
capital,  general business and capital expenditure requirements of the Borrower,
including, without limitation, payment of Letter of Credit Obligations, (iii) to
the limited  extent  contemplated  by Section 9.17 hereof,  (iv) to pay Fees and
Expenses,  and (v) to fund up to $10,000,000.00 of repurchases of the Borrower's
common stock. The Borrower shall not use any portion of the proceeds of any such
Loans for the purpose of purchasing  or carrying any "margin  stock" (as defined
in Regulations T and U of the Board of Governors of the Federal  Reserve System)
in any manner which  violates the  provisions  of  Regulation  T, U or X of said
Board of  Governors  or for any other  purpose in  violation  of any  applicable
statute or regulation, or of the terms and conditions of this Credit Agreement.

     8.11 Fiscal Year.

     The  Borrower  agrees to  maintain  its fiscal year as a year ending on the
last  Saturday in December  unless  required by law, in which case the  Borrower
will give the Agent at least thirty (30) days prior written notice thereof.

     8.12 Intellectual Property.

     The Borrower shall do and cause to be done all things necessary to preserve
and keep in full force and  effect all  registrations  of  patents,  copyrights,
trademarks,  service  marks and other  marks,  trade names or other trade rights
that are necessary for the operation of the business of the Borrower (including,
without limitation, the "'W' and design" and "Wickes" trademarks).

     8.13 Maintenance of Property.

     The Borrower agrees to keep, and to cause each of the Subsidiaries to keep,
all property  useful and necessary to its respective  businesses in good working
order and condition  (ordinary wear and tear excepted) in accordance  with their
past  operating  practices and not to commit or suffer any waste with respect to
any of its properties.

     8.14 Books and Records;  Inspections;  Field Audits;  Appraisals;  Physical
          Inventories.

     (a)  The  Borrower  shall  maintain  books and  records  pertaining  to the
          Collateral in such detail,  form and scope as is consistent  with good
          business practice, and agrees that such books and records will reflect
          the  Lenders'  interest in its  Accounts.  The Agent or its agents may
          (or, if  requested  by the  Majority  Lenders,  shall)  enter upon the
          premises  of the  Borrower  at any time and from time to time,  during
          normal   business   hours  and  upon   reasonable   notice  under  the
          circumstances,  and at any time at all on and after the  occurrence of
          an Event of Default which continues beyond the expiration of any grace
          or cure period  applicable  thereto,  and which has not otherwise been

<PAGE>

          waived,   for  the  purposes  of  (i)  inspecting  and  verifying  the
          Collateral, (ii) inspecting and/or copying (at the Borrower's expense)
          any and all  records  pertaining  thereto,  and (iii)  discussing  the
          affairs,  finances  and business of the  Borrower  with any  officers,
          employees and directors of the Borrower or with the Auditors.  Without
          limiting the  foregoing,  the Agent (or its agents) may enter upon the
          premises of the Borrower (and  representatives of the Lenders shall be
          permitted  to  accompany  the  Agent  or its  agents),  during  normal
          business hours and upon reasonable notice under the circumstances,  no
          less  frequently  than (x) three times per year,  for the  purposes of
          conducting  field  examinations  of the Collateral  (provided that the
          Agent, in its reasonable  discretion,  if any Event of Default exists,
          may cause such additional field  examinations to be taken as the Agent
          reasonably determines (each, at the expense of the Borrower)), and (y)
          one time per year,  for the purposes of  conducting  appraisals of the
          Borrower's  Inventory  (provided  that the  Agent,  in its  reasonable
          discretion,  if any Event of Default exists, may cause such additional
          such appraisals to be taken as the Agent reasonably  determines (each,
          at the expense of the Borrower)), and (z) at such reasonable intervals
          as the  Agent  may  determined  to  conduct  appraisals  of the  other
          Collateral.

     (b)  The Agent,  at the expense of the Borrower,  may participate in and/or
          observe  each  physical  count  and/or  inventory  of so  much  of the
          Collateral  as consists of Inventory  which is undertaken on behalf of
          the Borrower.  The Borrower, at its own expense,  shall cause not less
          than one (1) physical  inventory to be  undertaken in each twelve (12)
          month period during which this Credit Agreement is in effect conducted
          by such  inventory  takers as may be  reasonably  satisfactory  to the
          Agent and following such procedures as may be reasonably  satisfactory
          to the Agent.  The Borrower shall provide the Agent with a copy of the
          preliminary  results of each such physical  inventory  within ten (10)
          days following the completion of such inventory. The Borrower,  within
          thirty (30) days following the completion of such physical  inventory,
          shall provide the Agent with a  reconciliation  of the results of each
          such physical  inventory and shall post such results to the Borrower's
          stock ledger and, as  applicable  to the  Borrower's  other  financial
          books and records.  The Agent,  in its reasonable  discretion,  if any
          Event of Default exists,  may cause such additional  inventories to be
          taken as the Agent reasonably  determines (each, at the expense of the
          Borrower).

     8.15 Further Assurances.

     The Borrower shall take, and shall cause each of the  Subsidiaries to take,
all such further actions and execute all such further  documents and instruments
as the Agent may at any time  reasonably  determine in its sole discretion to be
necessary or  desirable to further  carry out and  consummate  the  transactions
contemplated  by the Credit  Documents,  to cause the  execution,  delivery  and
performance  of the Credit  Documents  to be duly  authorized  and to perfect or
protect  the  Liens  (and  the  priority  status  thereof)  of the  Agent on the
Collateral.

     8.16 Secured Interest Rate Agreements.

     To the extent any Lender  reimburses  any of its Affiliates for the failure
of the Borrower to pay any amounts owed to such Affiliate in connection with any
Secured  Interest Rate  Agreement,  the Borrower  shall promptly pay such Lender
such reimbursed  amount and such reimbursed amount shall be an Obligation of the
Borrower hereunder until paid in full.
<PAGE>

ARTICLE 9. NEGATIVE COVENANTS
-----------------------------

     Until  termination of the Credit  Agreement and payment and satisfaction of
all Obligations due hereunder, the Borrower agrees that:

     9.1 Unused Availability.

     The Borrower  shall not permit  Unused  Availability  (as  reflected in the
Borrowing Base Certificate most recently  delivered from time to time hereunder)
to be less than the Required Available Amount at any time that the most recently
delivered  quarterly  Financial  Statements show the Interest Coverage Ratio was
greater than or equal to 1.25 to 1.00 for the four  consecutive  fiscal quarters
ended on the date of such  Financial  Statements,  and the  Borrower  shall  not
permit Unused  Availability (as reflected on the Borrowing Base Certificate most
recently  delivered from time to time hereunder) to be less than  $25,000,000 at
any time that the most recently delivered  quarterly  Financial  Statements show
the Interest  Coverage Ratio was less than 1.25 to 1.00 for the four consecutive
fiscal quarters ended on the date of such Financial Statements.

     9.2 Minimum Consolidated Net Worth.

     The Borrower  shall not permit  Consolidated  Net Worth to be less than the
following  amounts as of the end of each  applicable  fiscal  quarter  set forth
below:
<TABLE>
<CAPTION>



Fiscal Quarter Ending On or About                 Minimum Consolidated Net Worth
---------------------------------                 ------------------------------


<S>                                              <C>

December 31, 2000                                  $25,100,000



March 31, 2001                                     $23,200,000



June 30, 2001                                      $25,500,000



September 30, 2001                                 $28,400,000



December 31, 2001                                  $27,800,000



March 31, 2002                                     $26,500,000



June 30, 2002                                      $29,600,000



September 30, 2002                                 $33,500,000



December 31, 2002                                  $33,700,000


March 31, 2003 and each quarter end thereafter     The sum of (x) $33,700,000, plus (y) the Borrower's
                                                   Consolidated Net Income (calculated on a cumulative
                                                   basis) for each quarter ending after December 31,
                                                   2002, but in no event less than zero

</TABLE>
<PAGE>


     9.3 Capital Expenditures.

     The Borrower shall not make payments for Capital  Expenditures in excess of
$9,000,000  during any fiscal year. To the extent that the Borrower does not use
all or any portion of the amounts allowed for payments for Capital  Expenditures
under this Section 9.3 during any fiscal year, it may be carried  forward to the
immediately  following fiscal year and used for Capital Expenditures during such
immediately  following  fiscal  year.  The  Borrower  shall not make any Capital
Expenditures that are not reasonably related to the businesses  conducted on the
Closing Date by the Borrower.

     9.4 Additional Indebtedness.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly  or  indirectly,   incur,  create,   assume  or  suffer  to  exist  any
Indebtedness other than:

     (a)  Indebtedness  arising under this Credit Agreement and the other Credit
          Documents;

     (b)  Indebtedness under the Senior Subordinated Notes and the Indenture;

     (c)  Indebtedness   under  Interest  Rate  Agreements  and  Lumber  Hedging
          Agreements,  in each  case the  terms  and  conditions  of  which  are
          satisfactory  to the Agent,  including,  with  respect to each  Lumber
          Hedging  Agreement,  the matching of term and notional  amount thereof
          with an actual written price/purchase  commitment entered into between
          Borrower and one of its customers;  provided that the number of Lumber
                                              --------
          Hedging Agreements outstanding at any one time shall not exceed 160;

     (d)  Indebtedness  described  on  Schedule  B and any  refinancing  of such
                                       -----------
          Indebtedness;  provided  that the aggregate  principal  amount of such
                         --------
          Indebtedness  is not  increased and such  refinancing  is on terms and
          conditions no more  restrictive  than the terms and  conditions of the
          Indebtedness being refinanced;

     (e)  Indebtedness  incurred  or assumed  in  connection  with  Acquisitions
          permitted  by Section 9.17 in amounts and on terms  acceptable  to the
          Agent; and

     (f)  other   Indebtedness  not  to  exceed   $7,500,000  in  the  aggregate
          outstanding at any one time, such  Indebtedness to be from parties and
          to have terms and conditions satisfactory to the Agent.

     9.5 Liens.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly or indirectly,  mortgage,  assign,  pledge,  transfer,  create,  incur,
assume,  suffer to exist or otherwise permit any Lien or judgment  (whether as a
result of a purchase  money or title  retention  transaction,  or other security
interest,  or otherwise) to exist on any of its  property,  assets,  revenues or
goods, whether real, personal or mixed, whether now owned or hereafter acquired,
except for:

     (a)  Liens  granted  to the Agent by the  Borrower  pursuant  to any Credit
          Document;
<PAGE>

     (b)  Liens listed on Schedule B;
                          ----------


     (c)  Purchase Money Liens;

     (d)  Pre-existing  Liens on fixed assets acquired  pursuant to Section 9.17
          hereof,  so long as such Liens attach only to the  specific  assets so
          acquired;

     (e)  Liens of warehousemen,  mechanics,  materialmen,  workers,  repairmen,
          common  carriers,   landlords  and  other  similar  Liens  arising  by
          operation  of law or  otherwise  for amounts  that are not yet due and
          payable or which are being  diligently  contested in good faith by the
          Borrower by appropriate proceedings;

     (f)  Attachment or judgment Liens  individually  or in the aggregate not in
          excess  of  $1,000,000  (exclusive  of (i) any  amounts  that are duly
          bonded to the reasonable  satisfaction of the Agent or (ii) any amount
          adequately  covered by insurance as to which the insurance company has
          not disclaimed or disputed in writing its obligations for coverage);

     (g)  Liens for taxes, assessments or other governmental charges not yet due
          and payable or which are being  diligently  contested in good faith by
          the Borrower by  appropriate  proceedings,  provided  that in any such
                                                      --------
          case an adequate  reserve is being  maintained by the Borrower for the
          payment of same;

     (h)  Deposits   or   pledges   to  secure   obligations   under   workmen's
          compensation,  social security or similar laws, or under  unemployment
          insurance not to exceed an aggregate of $1,000,000  outstanding at any
          one time;

     (i)  Deposits or pledges to secure  bids,  tenders,  contracts  (other than
          contracts for the payment of money),  leases,  statutory  obligations,
          surety and appeal bonds,  utility  payments and other  obligations  of
          like nature  arising in the ordinary  course of business not to exceed
          an aggregate of $2,000,000 outstanding at any one time;

     (j)  Easements, rights-of-way,  restrictions and other similar encumbrances
          incurred in the ordinary  course of business  which, in the aggregate,
          are not substantial in amount and which do not materially detract from
          the value of the property subject thereto or materially interfere with
          the  ordinary   conduct  of  the  business  of  the  Borrower  or  any
          Subsidiary;

     (k)  Liens on cash or securities  maintained in any Lumber Hedging  Account
          in  favor  of the  financial  institution  at which  such  account  is
          maintained; provided that the amount of such cash and the market value
                      --------
          of such securities are acceptable to the Agent;

     (l)  Extensions  and renewals of the foregoing  permitted  Liens;  provided
                                                                        --------
          that the aggregate amount secured by such extended or renewed Liens is
          not  increased  and such  extended  or renewed  Liens are on terms and
          conditions no more  restrictive  than the terms and  conditions of the
          Liens being extended or renewed; and
<PAGE>

     9.6  Sale of Assets.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
without the prior consent of the Agent,  directly or  indirectly,  sell,  lease,
assign,  transfer or otherwise dispose of any assets other than (i) Inventory in
the ordinary course of business,  (ii) individual  items of property with a fair
market  value of less than  $500,000 in the  aggregate  during any fiscal  year,
(iii)  obsolete  or worn out  property  disposed  of in the  ordinary  course of
business,  and (iv) real property  (other than Eligible Real Estate) which is no
longer  needed  in  the  Borrower's  business,  so  long  as,  with  respect  to
subsections  (ii), (iii) and (iv) above, (a) all such  dispositions are for fair
value,  (b) all cash  received  for all such  dispositions  is used to repay the
Loans, and (c) the aggregate consideration for such dispositions is paid in full
in cash at the time of  disposition;  provided  that,  with  respect to any such
                                      --------
disposition of assets otherwise permitted hereunder,  the Borrower may receive a
promissory note from the purchaser thereof in an amount equal to no greater than
twenty percent (20%) of the aggregate consideration for such disposition so long
as (x) such  promissory note has a final maturity date no greater than two years
from the date of such  disposition,  (y) each such promissory note is pledged to
the Agent as additional  security for the repayment of the Obligations,  and (z)
the outstanding aggregate principal amount of all such promissory notes received
by the  Borrower  pursuant  to this  Section  9.6 does  not at any  time  exceed
$1,000,000.

     9.7 Corporate Changes.

     The Borrower,  shall not, and shall not permit any of its  Subsidiaries to,
directly or  indirectly,  merge,  consolidate  or otherwise  alter or modify the
Borrower's or any Subsidiary's  Governing  Documents  (unless such alteration or
modification would not have a Material Adverse Effect), corporate names, mailing
addresses,  principal  places of business,  structure,  status or existence,  or
enter into or engage in any operation or activity materially different from that
presently being conducted by the Borrower or Subsidiary; provided that, with the
                                                         --------
consent of the Agent (who shall  notify  each  Lender),  any  Subsidiary  may be
merged or  consolidated  with or into the Borrower  (provided  that the Borrower
shall  be  the  continuing  or  surviving   corporation)  or  any   wholly-owned
Subsidiary.

     9.8 Guaranties.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
incur any Contingent Obligations or, without limiting the foregoing, directly or
indirectly,  assume,  guaranty,  endorse,  or otherwise  become  liable upon the
obligations of any other Person, including,  without limitation,  any Subsidiary
or  Affiliate  of the  Borrower,  except (i) by the  endorsement  of  negotiable
instruments  for deposit or collection or similar  transactions  in the ordinary
course of business,  (ii) by the giving of  indemnities  in connection  with the
sale of Inventory or other asset dispositions  permitted  hereunder and (iii) in
connection with the incurrence of Indebtedness permitted to be incurred pursuant
to Section 9.4 hereof.

     9.9 Restricted Payments.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly or  indirectly,  (a) declare or pay any dividend  (other than dividends
payable  solely in common  stock of the  Borrower)  on, or make any  payment  on
account of, or set apart assets for a sinking or other  analogous  fund for, the
purchase, redemption, defeasance, retirement or other acquisition of, any shares

<PAGE>

of any class of capital stock of the Borrower or any of its  Subsidiaries or any
warrants,  options or rights to purchase any such capital stock,  whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or  indirectly,  whether in cash or property or in  obligations  of the
Borrower or any of its  Subsidiaries  except that any Subsidiary may declare and
pay dividends to the Borrower or any other wholly-owned Subsidiary;  or (b) make
any  optional  payment  or  prepayment  on  or  redemption  (including,  without
limitation,  by making payments to a sinking or analogous fund) or repurchase of
any Indebtedness (other than Indebtedness  pursuant to this Credit Agreement or,
as long as no Default  exists or would arise after giving effect to such payment
or repurchase,  the Senior Subordinated Notes); provided that any Subsidiary may
                                                --------
make  payments  on account of  Indebtedness  owing to the  Borrower or any other
Subsidiary;  or (c) during the  continuance  of any Event of  Default,  make any
payment to an Affiliate  (other than salary,  other  employment  compensation or
wages owing to such Affiliate)  with respect to management,  consulting or other
like fees. Notwithstanding the foregoing, the Borrower

     (x)  may  make  any  optional   payment  or  prepayment  on  or  redemption
          (including,  without  limitation,  by making  payments to a sinking or
          analogous fund) or repurchase of the Senior Subordinated Notes as long
          as (1) no Default or Event of Default then exists or would arise after
          giving effect to such payment, prepayment or redemption, and (2) prior
          to and after giving effect to such payment,  prepayment or redemption,
          Unused Availability is at least (A) $25,000,000 at any time the sum of
          the amount of  Revolving  Loans plus Letter of Credit  Obligations  is
          equal to or less than  $160,000,000,  and (B)  $30,000,000 at any time
          the sum of the  amount  of  Revolving  Loans  plus  Letter  of  Credit
          Obligations is greater than $160,000,000; and

     (y)  subject  to  the  first  proviso   hereto,   shall  repay  the  Senior
          Subordinated  Notes on or before  June 30,  2003 on terms set forth in
          the Offer to Purchase or otherwise  acceptable to the Agent,  provided
          that if a Default or Event of Default then exists or would arise after
          giving effect to such repayment or if prior to and after giving effect
          to such repayment, Unused Availability is not at least (A) $25,000,000
          at any time the sum of the amount of  Revolving  Loans plus  Letter of
          Credit  Obligations  is equal to or less  than  $160,000,000,  and (b)
          $30,000,000 at any time the sum of the amount of Revolving  Loans plus
          Letter  of  Credit  Obligations  is  greater  than  $160,000,000,  the
          Borrower  may not so repay such Senior  Subordinated  Notes,  provided
          further  that  the  failure  of  the  Borrower  to  repay  the  Senior
          Subordinated  Notes  by June 30,  2003  shall  constitute  an Event of
          Default notwithstanding that such failure may be due to the Borrower's
          inability to satisfy the terms of the first proviso hereto.

     9.10 Investments.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly or  indirectly,  make any  Investment  in any Person,  whether in cash,
securities,  or other property of any kind including,  without  limitation,  any
Subsidiary or Affiliate of the Borrower, other than:

     (a)  Advances or loans made in the ordinary course of business to employees
          of  the  Borrower  or  its  Subsidiaries  for  travel,  entertainment,
          relocation  and  similar  expenses  not  to  exceed  $750,000  in  the
          aggregate outstanding at any one time;

     (b)  Existing Advances;

     (c)  Cash Equivalents;
<PAGE>

     (d)  Interest-bearing  demand or time deposits  (including  certificates of
          deposit)   which  are  insured  by  the  Federal   Deposit   Insurance
          Corporation ("FDIC") or a similar federal insurance program; provided,
                                                                       --------
          however,  that  the  Borrower  may,  in  the  ordinary  course  of its
          -------
          business,  maintain  in its  disbursement  accounts  from time to time
          amounts in excess of then applicable  FDIC or other program  insurance
          limits;

     (e)  Promissory notes received by the Borrower as provided in Section 9.6;

     (f)  Such other  Investments  not to exceed  $2,500,000 in the aggregate at
          any time  outstanding  as the Agent may approve in writing in its sole
          discretion;

     (g)  To the extent permitted under Section 9.17(c) hereof; and

     (h)  Charged-back  Accounts  pertaining to goods  returned or rejected by a
          customer,  which  Accounts  are acquired by the Borrower to the extent
          required by the  Borrower's  Credit Card Plan  Agreement with National
          City Bank, Columbus or any other credit card agreements.

     9.11 Affiliate Transactions.

     (a)  The Borrower  shall not, and shall not permit any of its  Subsidiaries
          to,  directly or indirectly,  enter into any transaction not described
          on Schedule B with (including,  without limitation, the purchase, sale
          or  exchange  of  property  or the  rendering  of any  service to) any
          Subsidiary  or  Affiliate of the  Borrower  ("Affiliate  Transaction")
          except  in the  ordinary  course  of and  pursuant  to the  reasonable
          requirements of the Borrower's or such Subsidiary's  business,  as the
          case may be, and upon fair and  reasonable  terms no less favorable to
          the Borrower or such Subsidiary than could be obtained in a comparable
          arm's-length  transaction  with an unaffiliated  Person (the "Fairness
          Conditions").

     (b)  Notwithstanding  Section  9.11(a)  above,  the Borrower shall not, and
          shall not  permit any of its  Subsidiaries  to,  enter into  Affiliate
          Transactions with aggregate consideration in excess of $250,000 in any
          fiscal year unless a majority of the members of the Board of Directors
          of the Borrower who are not  officers,  employees or Affiliates of the
          Borrower or any of its Subsidiaries  shall have  determined,  prior to
          the time the Borrower or such  Subsidiary,  as the case may be, enters
          into such Affiliate  Transactions,  that such  Affiliate  Transactions
          satisfy the Fairness Conditions and such determination is evidenced by
          a  resolution  of the  Board  of  Directors  or a  committee  thereof;
          provided that, the Borrower shall not, and shall not permit any of its
          --------
          Subsidiaries  to, enter into  Affiliate  Transactions  with  aggregate
          consideration  in excess of  $500,000 in any fiscal  year  unless,  in
          addition to the requirements set forth above, the Borrower delivers to
          the Agent, at least thirty (30) days prior to the time the Borrower or
          such Subsidiary  enters into such Affiliate  Transactions,  a detailed
          summary of all material terms, provisions and conditions thereof.
<PAGE>

     9.12 Prohibited Transactions Under ERISA.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly or indirectly:

     (a)  Engage,  or permit  any ERISA  Affiliate  to engage in any  prohibited
          transaction  which  could  result in a civil  penalty  or  excise  tax
          described  in Sections  406 of ERISA or 4975 of the  Internal  Revenue
          Code for which a statutory or class  exemption  is not  available or a
          private exemption has not been previously obtained from the DOL;

     (b)  permit to exist  with  respect  to any  Benefit  Plan any  accumulated
          funding deficiency (as defined in Sections 302 of ERISA and 412 of the
          Internal Revenue Code), whether or not waived;

     (c)  fail, or permit any ERISA  Affiliate to fail,  to pay timely  required
          contributions  or annual  installments  due with respect to any waived
          funding deficiency to any Benefit Plan;

     (d)  terminate,  or permit any ERISA  Affiliate to  terminate,  any Benefit
          Plan where such event would result in any  liability of the  Borrower,
          any Subsidiary or any ERISA Affiliate under Title IV of ERISA;

     (e)  fail,  or permit any ERISA  Affiliate  to fail,  to make any  required
          contribution or payment to any Multiemployer Plan;

     (f)  fail,  or permit  any ERISA  Affiliate  to fail,  to pay any  required
          installment  or any other  payment  required  under Section 412 of the
          Internal  Revenue Code on or before the due date for such  installment
          or other payment;

     (g)  amend,  or permit any ERISA Affiliate to amend, a Plan resulting in an
          increase  in current  liability  for the plan year such that either of
          the Borrower,  any  Subsidiary  or any ERISA  Affiliate is required to
          provide security to such Plan under Section 401(a)(29) of the Internal
          Revenue Code;

     (h)  withdraw,  or  permit  any  ERISA  Affiliate  to  withdraw,  from  any
          Multiemployer  Plan where such  withdrawal may result in any liability
          of any such entity under Title IV of ERISA; or

     (i)  allow any representation made in Section 7.12 to be untrue at any time
          during the term of this Credit Agreement.

     9.13 Additional Bank Accounts.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly or indirectly,  open, maintain or otherwise have any checking,  savings
or other  accounts  at any bank or other  financial  institution,  or any  other
account where money is or may be deposited or maintained with any Person,  other
than the Disbursement Account,  Lumber Hedging Accounts and the Blocked Accounts
and other accounts set forth on Schedule B. Notwithstanding the foregoing, until
                                ----------
<PAGE>

such time as the Agent otherwise directs,  the Borrower may open and maintain an
additional bank account (the  "Contingency  Account") to be used exclusively for
funding the emergency cash needs of its facilities;  provided that (i) no single
                                                     --------
facility  receive in excess of $1,000 from the Contingency  Account in any given
month  and (ii) no group of  facilities  receive  in excess  of  $10,000  in the
aggregate from the Contingency Account in any given month.

     9.14 Excess Cash.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
directly  or  indirectly,  maintain  in the  aggregate  in all of the  checking,
savings or other  accounts  (other than the  Disbursement  Account,  the Blocked
Accounts,  the Fleet Account,  Lumber Hedging Accounts and the payroll accounts)
of the Borrower or elsewhere,  total cash balances and Investments  permitted by
Section 9.10 hereof in excess of $150,000 at any time during which any Loans are
outstanding hereunder,  of which amount no more than $5,000 may be maintained in
the  Contingency  Account at any time.

     9.15 Material Amendments of Material Contracts.

     Except for the  Supplemental  Indenture  pursuant to the Offer to Purchase,
the  Borrower  shall  not,  and shall not  permit  any of its  Subsidiaries  to,
directly  or  indirectly,  without  the prior  written  consent of the  Majority
Lenders,   amend,   modify,   cancel  or  terminate  or  permit  the  amendment,
modification,   cancellation  or  termination  of,  the  Indenture,  the  Senior
Subordinated Notes, or any other Material Contract, unless, with respect to such
other Material  Contracts only, such  amendment,  modification,  cancellation or
termination would not have a Material Adverse Effect.

     9.16 Additional Negative Pledges.

     Except to the extent  contained  in  documentation  governing  Indebtedness
assumed in connection with an Acquisition  permitted hereby,  the Borrower shall
not, and shall not permit any of its  Subsidiaries  to,  directly or indirectly,
create or otherwise cause or suffer to exist or become effective,  or permit any
of the  Subsidiaries  to create or otherwise  cause or suffer to exist or become
effective, directly or indirectly, (i) any prohibition or restriction (including
any agreement to provide  equal and ratable  security to any other Person in the
event a Lien is granted to or for the  benefit of the Agent and the  Lenders) on
the  creation or  existence  of any Lien upon any assets of the  Borrower or the
Subsidiaries  or (ii) any contractual  obligation  which may restrict or inhibit
the Agent's rights or ability to sell or otherwise  dispose of the Collateral or
any part thereof after the occurrence of an Event of Default.

     9.17 Additional Subsidiaries; Acquisitions.

     (a)  The Borrower  shall not, and shall not permit any of its  Subsidiaries
          to, directly or indirectly, form or acquire any new Subsidiaries.

     (b)  The Borrower  shall not, and shall not permit any of its  Subsidiaries
          to make any  Acquisitions  except  as  permitted  by  Section  9.17(c)
          hereof.

     (c)  Notwithstanding Section 9.17(a) and 9.17(b) hereof, but subject to all
          of the other  provisions of this Credit Agreement and the other Credit
          Documents, the Borrower may from time to time make Acquisitions if:

          (i)  The  Agent  shall  have  received  (A)  such  duly  executed  and
               delivered  agreements,  instruments  and  documents  as the Agent

<PAGE>

               shall request in order to create in favor of the Agent a security
               interest in the types of  property  in which a security  interest
               has been  granted to the Agent under the  Security  Agreement  so
               acquired to secure the  Obligations,  and (B) such lien  searches
               relating  to the  property  being  acquired  as the  Agent  shall
               request;

          (ii) If such  Acquisition  is an  Acquisition of stock or other equity
               interests  in a Person,  (A) the  Borrower  acquires  one hundred
               percent  (100%) of the stock and other  equity  interests of such
               Person and (B) such Person is merged  with and into the  Borrower
               or  liquidated   immediately   upon  the   consummation  of  such
               Acquisition with the Borrower being the sole surviving Person;

          (iii)At the  time of such  Acquisition,  no  Default  and no  Event of
               Default exists, or would exist upon the consummation thereof;

          (iv) The Borrower has  demonstrated in writing to the  satisfaction of
               the Agent  that the  business  to be  acquired  has had  positive
               EBITDA (adjusted to give effect for the Borrower's  business plan
               for such  business as  reasonably  approved by the Agent) for the
               period of four (4) fiscal quarters then most recently ended;

          (v)  The Borrower has  demonstrated in writing to the  satisfaction of
               the Agent that following the  consummation of the Acquisition the
               Borrower  will be in pro forma  compliance  with Sections 9.1 and
               9.2;

          (vi) The  Borrower  has  completed  its due  diligence  review  of the
               business to be acquired;

          (vii)The Borrower  shall have  received the  Majority  Lenders'  prior
               written consent if the Total  Consideration  for such Acquisition
               or series  of  related  Acquisitions  is or could be in excess of
               $15,000,000;

          (viii)  The   Revolving   Loans  made  for  the   purpose  of  funding
               Acquisitions  in the then current  calendar  year will not exceed
               $30,000,000 after giving effect to such Acquisition;

          (ix) The  board  of  directors  or  shareholders,  or in the case of a
               Person that is not a corporation, a corresponding governing body,
               of the  Person  whose  stock or  assets  are being  acquired  has
               approved the Acquisition.

          (x)  The structure of the Acquisition,  including any seller notes and
               all other assumed debt is on terms acceptable to the Agent;

          (xi) The assets so acquired are located in the United States or Canada
               (other than the  Province of Quebec) or, if such  acquisition  is
               structured  as a purchase  of stock,  the Person so  acquired  is
               organized under the laws of a state in the United States, and the
               assets  owned by such Person are located in the United  States or
               Canada (other than the Province of Quebec);
<PAGE>

          (xii)The  Borrower  updates  the  schedules  hereto and to each of the
               other Loan Documents,  as applicable,  provided,  in no event may
                                                      --------
               any  schedule  be  updated  in a manner  that  would  reflect  or
               evidence a Default or Event of Default;

          (xiii) The target of the  Acquisition is engaged in a line of business
               that is reasonably  related to the Borrower's line of business as
               presently conducted by the Borrower; and

          (xiv)such  other  conditions  as the  Agent  reasonably  requests  are
               satisfied.

     "Total  Consideration"  means the total  consideration paid with respect to
any Acquisition, including without limitation, (v) all payments made in cash and
property, (w) the amount paid or to be paid pursuant to non-compete  agreements,
so-called earn-out agreements and consulting agreements,  (x) the amount of debt
and other  liabilities  assumed  and/or  incurred  (including  in the case of an
acquisition  of stock or other  equity  interests,  the amount of debt and other
liabilities of the Person to be acquired),  (y) anticipated capital expenditures
related to an Acquisition and identified to the Agent prior to the  consummation
of such Acquisition and (z) the amount of all transaction fees.

     To the extent that assets acquired by the Borrower pursuant to this Section
9.17(c)  would  otherwise  consist of or include  Eligible  Accounts or Eligible
Inventory,  the dollar amount of such Eligible  Accounts and Eligible  Inventory
(after  application of applicable advance rates) will be included in calculating
the Borrowing Base only following the satisfactory  completion of an examination
by the Agent.

     9.18 Hedging Transactions.

     The Borrower  shall not, and shall not permit any of its  Subsidiaries  to,
engage in any speculative  hedging or similar  transactions (other than Interest
Rate Agreements and Lumber Hedging Agreements, to the extent otherwise permitted
hereunder).

     9.19 Activities of Subsidiaries.

     (a)  LTC.  The  Borrower  shall not permit LTC to engage in any business or
          ---
          activity   (including,   without   limitation,   the   incurrence   of
          Indebtedness  or trade  liabilities)  with any Person  (other than the
          Borrower   in   connection   with  the  LTC   Sublicense   Agreement).
          Notwithstanding   Section   9.10(f),   Borrower  shall  not  make  any
          Investment on or after the Initial Closing Date in LTC.

     (b)  GLC.  The  Borrower  shall not permit GLC to engage in any business or
          ---
          activity  (including,   without  limitation,  the  incurrence  of  any
          Indebtedness  or  trade  liabilities)  other  than the  ownership  and
          operation  of  building   material   supply  centers  (and  activities
          reasonably related thereto). Notwithstanding Section 9.10(f), Borrower
          shall not make any Investment on or after the Initial  Closing Date in
          GLC.

     (c)  Wickes   International.   The   Borrower   shall  not  permit   Wickes
          ----------------------
          International  Holding  Corporation  to  engage  in  any  business  or

<PAGE>

          activity   (including,   without   limitation,   the   incurrence   of
          Indebtedness  or trade  liabilities)  with any Person  (other than the
          ownership of the  Investment  in Riverside  International  Corporation
          that is  outstanding  on the Initial  Closing  Date).  Notwithstanding
          Section  9.10(f),  Borrower  shall not make any Investment on or after
          the Initial Closing Date in Wickes  International  Holding Corporation
          or any Person that is now or hereafter  becomes a Subsidiary of Wickes
          International Holding Corporation.

ARTICLE 10. EVENTS OF DEFAULT AND REMEDIES
------------------------------------------

     10.1 Events of Default.

     The occurrence of any of the following  events shall constitute an Event of
Default hereunder:

     (a)  failure of the  Borrower to pay (i) any  interest,  Fees,  Expenses or
          other  Obligations  (other than  principal)  within three (3) Business
          Days  of when  due,  in each  case  whether  at  stated  maturity,  by
          acceleration, or otherwise, or (ii) any principal when due, whether at
          stated maturity, by acceleration or otherwise;

     (b)  failure of the  Borrower to perform,  comply with or observe any term,
          covenant  or  agreement  applicable  to it  contained  in  the  Pledge
          Agreement,  the Security Agreement, in any other Collateral Documents,
          or in Sections 8.1(a),  8.1(c),  8.1(d), 8.2(a), 8.3, 8.4, 8.7 or 8.10
          or Article 9 hereof;

     (c)  any  representation  or  warranty  made  or  deemed  to be made by the
          Borrower in this Credit Agreement or in any other Credit Document (and
          in any  statement or  certificate  given in writing  under this Credit
          Agreement or any other Credit Document),  shall be false or misleading
          in any material respect when made or deemed to be made;

     (d)  failure of the  Borrower to comply with any  provisions  contained  in
          this Credit Agreement or any other Credit Document,  other than as set
          forth in Section 10.1(a), 10.1(b) and 10.1(c) hereof, and such failure
          shall  continue  without cure for a period of thirty (30)  consecutive
          days after notice thereof is given to the Borrower by the Agent or the
          Majority Lenders;

     (e)  dissolution, liquidation, winding up or cessation of the Borrower's
         businesses, or the failure of the Borrower to meet its debts as they
         mature, or the calling of one or more meetings of the Borrower's major
         creditors for purposes of obtaining a moratorium on payment or a
         compromise of the Borrower's debts;

     (f)  the insolvency of any Credit Party or the  commencement  by or against
          any  Credit  Party  of  any   bankruptcy,   insolvency,   arrangement,
          reorganization,  receivership or similar proceedings under any federal
          or state  law and,  in the  event  any such  proceeding  is  commenced
          against a Credit Party, such proceeding is not dismissed within thirty
          (30) days;

     (g)  the occurrence of a Change of Control;
<PAGE>

     (h)  the  occurrence  of a default or event of default  (in each case which
          shall continue beyond the expiration of any applicable  grace periods)
          which permits,  or could permit,  the  acceleration of the maturity of
          any note, agreement or instrument evidencing any other Indebtedness of
          the Borrower or any of the Subsidiaries,  and the aggregate  principal
          amount of all such  Indebtedness with respect to which a default or an
          event of default has  occurred,  or the maturity of which is permitted
          to be accelerated, exceeds $2,500,000; or

     (i)  any material covenant,  agreement or obligation of any party contained
          in or  evidenced  by any of the  Credit  Documents  shall  cease to be
          enforceable in accordance with its terms, or any party (other than the
          Agent,  the  Syndication  Agent or the Lenders) to any Credit Document
          shall  deny or  disaffirm,  its  obligations  under any of the  Credit
          Documents,  or any Credit  Document  shall be  cancelled,  terminated,
          revoked or rescinded  without the express prior written consent of the
          Agent,  or any action or proceeding  shall have been  commenced by any
          Person  (other than the Agent,  the  Syndication  Agent or any Lender)
          seeking to cancel, revoke, rescind or disaffirm the obligations of any
          party to any  Credit  Document,  or any  court  or other  Governmental
          Authority  shall  issue a  judgment,  order,  decree  or ruling to the
          effect that any of the obligations of any party to any Credit Document
          are illegal, invalid or unenforceable.

     10.2 Acceleration and Cash Collateralization.

     Upon the occurrence and during the continuance of an Event of Default,  the
Agent may take any or all of the  following  actions,  without  prejudice to the
rights of the Agent or any Lender to enforce its claims against the Borrower:

     (a)  Acceleration. Upon the written request of the Majority Lenders, and by
          ------------
          delivery  of  written  notice  to the  Borrower  from the  Agent,  all
          Obligations  shall  be  declared  to be  immediately  due and  payable
          (except  with  respect  to any Event of  Default  set forth in Section
          10.1(f)  hereof,  in which case all  Obligations  shall  automatically
          become  immediately  due and  payable  without  the  necessity  of any
          request  of the  Majority  Lenders  or notice  or other  demand to the
          Borrower) without presentment,  demand, protest or any other action or
          obligation of the Agent or any Lender.

     (b)  Termination of  Commitments.  Upon the written request of the Majority
          ---------------------------
          Lenders,  and by delivery of written  notice to the Borrower  from the
          Agent,  the  Commitments  of all  the  Lenders  shall  be  immediately
          terminated.

     (c)  Cash Collateralization. On demand of the Agent or the Majority Lenders
          ----------------------
          the Borrower shall immediately  deposit with the Agent for each Letter
          of Credit  then  outstanding,  cash or Cash  Equivalents  in an amount
          equal  to one  hundred  ten  percent  (110%)  of the  greatest  amount
          drawable thereunder.
<PAGE>

     10.3 Rescission of Acceleration.

     After  acceleration  of the maturity of the Loans, if the Borrower pays all
accrued   interest  and  all   principal  due  (other  than  by  reason  of  the
acceleration)  and all  Defaults and Events of Default are  otherwise  waived in
accordance  with Section  12.10,  the  Majority  Lenders may elect in their sole
discretion,  to rescind the acceleration  and return any cash collateral.  (This
Section  is  intended  only to bind  all of the  Lenders  to a  decision  of the
Majority  Lenders  and not to  confer  any  right on the  Borrower,  even if the
described conditions for the Majority Lenders' election may be met.)

     10.4 Remedies.

     Upon the occurrence and during the continuance of an Event of Default,  the
Agent may do any or all of the following:

     (a)  remove all documents,  instruments,  files and records  (including the
          copying of any computer  records)  relating to the Accounts or use (at
          the expense of the Borrower) such supplies or space of the Borrower at
          the Borrower's place of business necessary to properly  administer and
          collect the Accounts thereon;

     (b)  accelerate or extend the time of payment,  compromise,  issue credits,
          or bring  suit on the  Accounts  (in the name of the  Borrower  or the
          Lenders) and otherwise administer and collect the Accounts;

     (c)  sell,  assign and deliver the Accounts and any returned,  reclaimed or
          repossessed merchandise,  with or without advertisement,  at public or
          private sale, for cash, on credit or otherwise; and

     (d)  foreclose  the  security  interests  created  pursuant  to the  Credit
          Documents by any available  judicial or  non-judicial  procedure,  and
          take  possession  of any or all  of the  Collateral  without  judicial
          process and enter any premises where any Collateral may be located for
          the purpose of taking possession of or removing the same.

Any Lender  may bid or become a  purchaser  at any sale,  free from any right of
redemption,  which  right is  expressly  waived  by the  Borrower.  If notice of
intended  disposition  of any  Collateral  is required by law, it is agreed that
five (5) Business  Days notice shall  constitute  reasonable  notification.  The
Borrower will assemble the Collateral and make it available to the Agent at such
locations as the Agent may  specify,  whether at the premises of the Borrower or
elsewhere,  and will make  available to the Agent the premises and facilities of
the Borrower for the purpose of the Agent's taking  possession  of,  removing or
putting the Collateral in saleable form.

     10.5 Right of Setoff.

     In  addition  to and not in  limitation  of all  rights of offset  that any
Lender or the Issuing Bank may have under applicable law, upon the occurrence of
any Event of Default, and whether or not any Lender or the Issuing Bank has made
any demand or the obligations of any Credit Party have matured,  each Lender and
the Issuing Bank shall have the right to appropriate and apply to the payment of
the Obligations of such Credit Party all deposits and other  obligations then or
thereafter  owing by such Lender or the Issuing Bank to such Credit Party.  Each
Lender or the Issuing Bank exercising such rights shall notify the Agent thereof
and any amount  received as a result of the  exercise  of such  rights  shall be
shared in accordance with Section 5.11.
<PAGE>

     10.6 License for Use of Software and Other Intellectual Property.

     Unless expressly  prohibited by the licensor thereof,  if any, the Agent is
hereby  granted a license to use all  computer  software  programs,  data bases,
processes and materials  used by the Borrower in connection  with its businesses
or in  connection  with the  Collateral.  The Agent  agrees  not to use any such
license  prior to the  occurrence  of an Event of  Default  without  giving  the
Borrower prior notice.

     10.7 Deficiencies; Remedies Cumulative.

     The  cash  proceeds  resulting  from  the  Agent's  exercise  of any of the
foregoing  rights  shall be applied by the Agent and the  Lenders in  accordance
with Section 2.10. The Borrower shall remain liable to the Agent and the Lenders
for any  deficiencies,  and the Agent and the  Lenders in turn agree to remit to
the Borrower or its successors or assigns, any surplus resulting therefrom.  The
foregoing  remedies  are not intended to be  exhaustive  and the full or partial
exercise of any of them shall not preclude  the full or partial  exercise of any
other  available  remedy  under the  Credit  Agreement,  under any other  Credit
Document, at equity or at law.

ARTICLE 11. THE AGENT
---------------------

     11.1 Appointment of Agent.

     (a)  Each Lender hereby designates FRF as Agent to act as herein specified.
          Each  Lender  hereby  irrevocably  authorizes,  and each holder of any
          Revolving Note or Term Note or  participation  in any Letter of Credit
          by the acceptance of a Revolving  Note, a Term Note, or  participation
          shall be  deemed  irrevocably  to  authorize,  the  Agent to take such
          action on its behalf under the  provisions  of this Credit  Agreement,
          the Revolving  Notes and the Term Notes and any other  instruments and
          agreements  referred  to herein  and to  exercise  such  powers and to
          perform  such duties  hereunder  and  thereunder  as are  specifically
          delegated  to or required of the Agent by the terms hereof and thereof
          and such other powers as are reasonably  incidental thereto. The Agent
          shall hold all  Collateral  and all payments of  principal,  interest,
          Fees,  charges and Expenses received pursuant to this Credit Agreement
          or any other  Credit  Document  for the  benefit of the  Lenders to be
          distributed  as  provided  herein.  The Agent may  perform  any of its
          duties hereunder by or through its agents or employees.

     (b)  The  provisions  of this  Article 11 are solely for the benefit of the
          Agent and the Lenders,  and none of the Credit  Parties shall have any
          rights as a third party  beneficiary of any of the  provisions  hereof
          (other than Section  11.9).  In  performing  its  functions and duties
          under  this  Agreement,  the Agent  shall  act  solely as agent of the
          Lenders  and does not assume  and shall not be deemed to have  assumed
          any obligation  toward or  relationship of agency or trust with or for
          any Credit Party.

     11.2 Nature of Duties of Agent, Documentation Agent and Syndication Agent.

     (a)  The  Agent  shall  have no  duties or  responsibilities  except  those
          expressly  set forth in this  Credit  Agreement  and the other  Credit
          Documents.  Neither  the  Agent  nor any of its  officers,  directors,

<PAGE>

          employees or agents shall be liable for any action taken or omitted by
          it as such hereunder or in connection  herewith,  unless caused by its
          or their gross  negligence  or willful  misconduct.  The duties of the
          Agent shall be  mechanical  and  administrative  in nature;  the Agent
          shall not have by reason of this Credit  Agreement or the other Credit
          Documents  a  fiduciary  relationship  in respect of any  Lender;  and
          nothing  in this  Credit  Agreement  or the  other  Credit  Documents,
          expressed  or implied,  is intended to or shall be so  construed as to
          impose  upon the Agent  any  obligations  in  respect  of this  Credit
          Agreement or the other Credit  Documents except as expressly set forth
          herein or therein.

     (b)  Neither the  Documentation  Agent nor the Syndication  Agent will have
          any  duties,  obligations,   rights  or  remedies  under  this  Credit
          Agreement or any of the other Credit  Documents by virtue of its being
          named as documentation agent or syndication agent hereunder.

     11.3 Lack of Reliance on Agent.

     (a)  Independently and without reliance upon the Agent, each Lender, to the
          extent it deems  appropriate,  has made and shall continue to make (i)
          its own independent  investigation of the financial or other condition
          and affairs of each Credit Party in connection  with the taking or not
          taking of any action in connection herewith and (ii) its own appraisal
          of the creditworthiness of each Credit Party, and, except as expressly
          provided  in  this  Agreement,   the  Agent  shall  have  no  duty  or
          responsibility,  either initially or on a continuing basis, to provide
          any Lender with any credit or other  information with respect thereto,
          whether coming into its  possession  before the making of the Loans or
          at any time or times thereafter.

     (b)  The Agent  shall not be  responsible  to any Lender for any  recitals,
          statements,  information,  representations  or warranties herein or in
          any document,  certificate  or other  writing  delivered in connection
          herewith or for the execution,  effectiveness,  genuineness, validity,
          enforceability, collectibility, priority or sufficiency of this Credit
          Agreement,  the Revolving  Notes or the Term Notes or the financial or
          other  condition of any Credit Party.  The Agent shall not be required
          to make any inquiry concerning either the performance or observance of
          any of the terms,  provisions or conditions of this Credit  Agreement,
          the Revolving Notes, the Term Notes or the financial  condition of any
          Credit Party, or the existence or possible existence of any Default or
          Event of Default, unless specifically requested to do so in writing by
          any Lender.

     11.4 Certain Rights of the Agent.

     The Agent shall have the right to request  instructions  from the  Majority
Lenders at any time. If the Agent shall request  instructions  from the Majority
Lenders  with  respect to any act or action  (including  the  failure to act) in
connection  with this Credit  Agreement,  the Agent shall be entitled to refrain
from such act or taking  such  action  unless  and  until the Agent  shall  have
received  instructions from the Majority Lenders,  and the Agent shall not incur
liability  to any  Person by  reason  of so  refraining.  Without  limiting  the
foregoing, no Lender shall have any right of action whatsoever against the Agent
as a  result  of the  Agent  acting  or  refraining  from  acting  hereunder  in
accordance with the instructions of the Majority Lenders.
<PAGE>

     11.5 Reliance by Agent.

     The  Agent  shall be  entitled  to rely,  and shall be fully  protected  in
relying, upon any note, writing,  resolution,  notice,  statement,  certificate,
telex,  teletype or telecopier  message,  cablegram,  radiogram,  order or other
documentary,  teletransmission or telephone message believed by it to be genuine
and  correct and to have been  signed,  sent or made by the proper  person.  The
Agent may consult with legal  counsel  (including  counsel for the Borrower with
respect to matters  concerning the  Borrower),  independent  public  accountants
(including  the Borrower's  independent  public  accountants)  and other experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken by it in good  faith in  accordance  with the  advice  of, or  information
provided by, such counsel, accountants or experts.

     11.6 Indemnification of Agent.

     To the extent the Agent is not reimbursed and  indemnified by the Borrower,
each Lender  will  reimburse  and  indemnify  the Agent,  in  proportion  to its
respective  Commitment,  for and against any and all  liabilities,  obligations,
losses,  damages,   penalties,   actions,   judgments,  suits,  costs,  expenses
(including  counsel  fees and  disbursements)  or  disbursements  of any kind or
nature whatsoever  (including all Expenses) which may be imposed on, incurred by
or asserted  against the Agent in performing  its duties  hereunder,  in any way
relating to or arising out of this Agreement,  provided that, no Lender shall be
                                               --------
liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct.

     11.7 The Agent in its Individual Capacity.

     With respect to its  obligation  to lend under this Credit  Agreement,  the
Loans made by it and the Notes issued to it, and its participation in Letters of
Credit  issued  hereunder,  the Agent  shall  have the same  rights  and  powers
hereunder  as any other  Lender or holder of a  Revolving  Note,  Term Note,  or
participation  interests  and  may  exercise  the  same  as  though  it was  not
performing  the duties  specified  herein;  and the terms  "Lenders,"  "Majority
Lenders,"  "holders of Revolving  Notes," "holders of Term Notes" or any similar
terms shall, unless the context clearly otherwise  indicates,  include the Agent
in its individual  capacity.  The Agent may accept deposits from, lend money to,
acquire equity interests in, and generally engage in any kind of banking, trust,
financial  advisory or other  business with the Borrower or any Affiliate of the
Borrower  as if it were not  performing  the duties  specified  herein,  and may
accept fees and other consideration from the Borrower for services in connection
with this Credit Agreement and otherwise  without having to account for the same
to the Lenders.

     11.8 Holders of Notes.

     The Agent may deem and treat the payee of any  Revolving  Note or Term Note
as the owner thereof for all purposes  hereof unless and until a written  notice
of the assignment or transfer  thereof shall have been filed with the Agent. Any
request,  authority  or consent of any Person  who,  at the time of making  such
request or giving such authority or consent, is the holder of any Revolving Note
or Term  Note,  shall  be  conclusive  and  binding  on any  subsequent  holder,
transferee or assignee of such  Revolving  Note or Term Note or of any Revolving
Note or Term Note issued in exchange therefor.

     11.9 Successor Agent.

     (a)  The Agent may,  upon five (5)  Business  Days'  written  notice to the
          Lenders  and the  Borrower,  resign  at any time  (effective  upon the
          appointment of a

<PAGE>

successor  Agent  pursuant  to  the  provisions  of  this  Section  11.9).  Such
resignation of the Agent shall also operate as a resignation of Fleet as Issuing
Bank. Upon any such resignation, the Majority Lenders shall have the right, upon
five (5) days' notice and approval by the Borrower  (which approval shall not be
unreasonably  withheld),  to appoint a successor Agent which shall also serve as
successor  Issuing Bank. If no successor  Agent (i) shall have been so appointed
by the Majority Lenders,  and (ii) shall have accepted such appointment,  within
thirty (30) days after the  retiring  Agent's  giving of notice of  resignation,
then,  upon five (5) days'  notice,  the  retiring  Agent may,  on behalf of the
Lenders,  appoint a successor Agent, which shall also serve as successor Issuing
Bank.

     (b)  Upon  the  acceptance  of any  appointment  as  Agent  hereunder  by a
          successor Agent,  such successor Agent shall thereupon  succeed to and
          become vested with all the rights,  powers,  privileges  and duties of
          the retiring  Agent,  and the retiring Agent shall be discharged  from
          its duties and  obligations  under this  Credit  Agreement.  After any
          retiring  Agent's  resignation  hereunder as Agent,  the provisions of
          this Article 11 shall inure to its benefit as to any actions  taken or
          omitted  to be  taken  by it  while it was  Agent  under  this  Credit
          Agreement.

     (c)  In the  event  of a  material  breach  by  the  Agent  of  its  duties
          hereunder,  the Agent may be removed by the  Majority  Lenders  (other
          than the Agent in its individual capacity and without giving effect to
          any Loans or Commitments made by the Agent in its individual capacity)
          for cause and the  provisions  of this Section 11.9 shall apply to the
          appointment of a successor  Agent.  Removal of FRF as Agent shall also
          operate as a removal of Fleet as Issuing Bank.

     11.10 Collateral Matters.

     (a)  Each  Lender  authorizes  and  directs  the  Agent to  enter  into the
          Collateral  Documents  for the  benefit of the  Lenders.  Each  Lender
          hereby agrees,  and each holder of any Revolving Note and Term Note by
          the  acceptance  thereof  will be  deemed to  agree,  that,  except as
          otherwise set forth herein,  any action taken by the Majority  Lenders
          in  accordance  with the  provisions  of this Credit  Agreement or the
          Collateral Documents,  and the exercise by the Majority Lenders of the
          powers set forth herein or therein, together with such other powers as
          are  reasonably  incidental  thereto,  shall be authorized and binding
          upon all of the Lenders.  The Agent is hereby  authorized on behalf of
          all of the Lenders,  without the necessity of any notice to or further
          consent  from  any  Lender,  from  time to time  prior  to an Event of
          Default,  to  take  any  action  with  respect  to any  Collateral  or
          Collateral  Documents  which may be  necessary to perfect and maintain
          perfected  the  security  interest  in and liens  upon the  Collateral
          granted pursuant to the Collateral Documents.

     (b)  The  Lenders  hereby  authorize  the  Agent,  at its option and in its
          discretion,  to release any Lien  granted to or held by the Agent upon
          any Collateral (i) upon  termination of the Commitments of all Lenders
          and payment and  satisfaction  of all of the  Obligations  at any time
          arising  under or in respect of this  Credit  Agreement  or the Credit
          Documents or the  transactions  contemplated  hereby or thereby,  (ii)
          constituting  property  being  sold  or  disposed  of if the  Borrower

<PAGE>

          certifies  to the  Agent  that  the  sale  or  disposition  is made in
          compliance   with   Section   9.6  hereof  (and  the  Agent  may  rely
          conclusively  on any such  certificate,  without  further  inquiry) or
          (iii) if approved,  authorized  or ratified in writing by the Majority
          Lenders,  unless such release is required to be approved by all of the
          Lenders hereunder.  Upon request by the Agent at any time, the Lenders
          will confirm in writing the Agent's  authority  to release  particular
          types or items of Collateral pursuant to this Section 11.10.

     (c)  Upon any sale and transfer of Collateral which is expressly  permitted
          pursuant to the terms of this Credit  Agreement,  or  consented  to in
          writing by the Majority Lenders or all of the Lenders,  as applicable,
          and upon at least five (5) Business Days' prior written request by the
          Borrower, the Agent shall (and is hereby irrevocably authorized by the
          Lenders to) execute such documents as may be necessary to evidence the
          release  of the Liens  granted  to the Agent  for the  benefit  of the
          Lenders herein or pursuant hereto upon the Collateral that was sold or
          transferred;  provided  that (i) the Agent  shall not be  required  to
                        --------
          execute any such  document  on terms  which,  in the Agent's  opinion,
          would expose the Agent to liability or create any obligation or entail
          any consequence  other than the release of such Liens without recourse
          or warranty and (ii) such release  shall not in any manner  discharge,
          affect or impair the  Obligations or any Liens upon (or obligations of
          the Borrower or any  Subsidiary in respect of) all interests  retained
          by the Borrower or any Subsidiary,  including (without limitation) the
          proceeds of the sale, all of which shall  continue to constitute  part
          of the Collateral. In the event of any sale or transfer of Collateral,
          or any foreclosure  with respect to any of the  Collateral,  the Agent
          shall be authorized to deduct all of the Expenses  reasonably incurred
          by  the  Agent  from  the  proceeds  of any  such  sale,  transfer  or
          foreclosure.

     (d)  The Agent shall have no obligation whatsoever to the Lenders or to any
          other Person to assure that the  Collateral  exists or is owned by the
          Borrower or any  Subsidiary  or is cared for,  protected or insured or
          that the Liens  granted to the Agent  herein or  pursuant  hereto have
          been  properly  or  sufficiently  or  lawfully   created,   perfected,
          protected or enforced or are entitled to any particular  priority,  or
          to exercise or to continue exercising at all or in any manner or under
          any  duty  of  care,   disclosure  or  fidelity  any  of  the  rights,
          authorities  and  powers  granted  or  available  to the Agent in this
          Section  11.10  or in  any  of  the  Collateral  Documents,  it  being
          understood and agreed that in respect of the  Collateral,  or any act,
          omission or event related thereto,  the Agent may act in any manner it
          may deem  appropriate,  in its sole discretion,  given the Agent's own
          interest  in the  Collateral  as one of the Lenders and that the Agent
          shall have no duty or liability whatsoever to the Lenders,  except for
          its gross negligence or willful misconduct.

     11.11 Actions with Respect to Defaults.

     In  addition  to the  Agent's  right to take  actions  on its own accord as
permitted under this Credit Agreement and the other Credit Documents,  the Agent
shall take such action with respect to a Default or Event of Default as shall be
directed  by the  Majority  Lenders;  provided  that until the Agent  shall have
                                      --------
received  such  directions,  the 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  and in the best  interests  of the
Lenders.

     11.12 Delivery of Information.

     The Agent  shall not be  required  to deliver to any  Lender  originals  or
copies  of  any  documents,   instruments,   notices,  communications  or  other
information  received  by the  Agent  from the  Borrower,  any  Subsidiary,  the

<PAGE>

Majority  Lenders,  any Lender or any other Person under or in  connection  with
this Credit  Agreement or any other Credit  Document  except (i) as specifically
provided in this  Credit  Agreement  or any other  Credit  Document  and (ii) as
specifically  requested  from time to time in writing by any Lender with respect
to a  specific  document,  instrument,  notice  or other  written  communication
received  by and in the  possession  of the Agent at the time of receipt of such
request and then only in accordance with such specific request.

     11.13 Syndication Agent.
           -----------------

     The Borrower,  the Agent, the Issuing Bank and each Lender acknowledge that
the Syndication Agent has no obligations  hereunder and shall not be responsible
for or accountable to any other party hereto for any
action or failure to act hereunder.

     11.14  No  Liability  for  Interest  Rate   Agreements  or  Lumber  Hedging
            Agreements.

     In no event  shall the Agent  have any  liability  to the  Borrower  or any
Lender for any losses  incurred  under or in  connection  with any Interest Rate
Agreement or Lumber Hedging Agreement.

ARTICLE 12. MISCELLANEOUS
-------------------------

     12.1 SUBMISSION TO JURISDICTION; WAIVERS.

     THE 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 CREDIT  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 COMMONWEALTH OF MASSACHUSETTS,  THE COURTS OF THE UNITED
          STATES OF AMERICA FOR THE  DISTRICT  OF  MASSACHUSETTS  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  BEING  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 THE
          BORROWER  AT ITS  ADDRESS  SET FORTH IN SECTION  12.5 OR AT SUCH OTHER
          ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
<PAGE>

     (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;

     (e)  WAIVES THE RIGHT TO ASSERT ANY SETOFF,  COUNTERCLAIM OR CROSS-CLAIM IN
          RESPECT OF, AND ALL STATUTES OF LIMITATIONS  WHICH MAY BE RELEVANT TO,
          SUCH ACTION OR PROCEEDING; AND

     (f)  WAIVES DUE DILIGENCE,  DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES
          THEREOF AS WELL AS NOTICE OF NONPAYMENT.

     12.2 Designated Senior Debt.

     For purposes of the Indenture, the Obligations are hereby designated by the
Borrower as "Designated Senior Debt".

     12.3 GOVERNING LAW.

     THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS CREDIT AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

     12.4 Delays; Partial Exercise of Remedies.

     No delay or  omission  of the Agent,  the  Issuing  Bank or the  Lenders to
exercise any right or remedy hereunder, whether before or after the happening of
any Event of Default,  shall impair any such right or shall  operate as a waiver
thereof  or as a waiver of any such  Event of  Default.  No  single  or  partial
exercise by the Agent,  the  Issuing  Bank or the Lenders of any right or remedy
shall  preclude  any other or further  exercise  thereof,  or preclude any other
right or remedy.

     12.5 Notices.

     Except as  otherwise  provided  herein,  all  notices  and  correspondences
hereunder shall be in writing and sent by certified or registered  mail,  return
receipt requested,  or by overnight delivery service,  with all charges prepaid,
if to the Agent or the Issuing Bank, then to Fleet Retail Finance Inc., 40 Broad
Street, Boston, Massachusetts 02109, Attention: Timothy Tobin, if to any Lender,
then to such  Lender's  address  for  notice set forth on Annex I, and if to the
Borrower,  then to the Borrower at 706 N. Deerpath Drive, Vernon Hills, Illinois
60061,  Attention:  Chief  Financial  Officer,  with a copy to  Schwartz  Cooper
Greenberger & Krauss, Attention: Mark B. Butterman or by facsimile transmission,
promptly  confirmed in writing sent by first class mail, if to the Agent, the or
the Issuing Bank,  at (617)  434-4339,  if to any Lender,  then to such Lender's
facsimile number set forth on Annex I, and if to the Borrower at (847) 367-3750,
with a  copy  to  Schwartz  Cooper  Greenberger  &  Krauss  at  (312)  782-8416,
Attention:  Mark B.  Butterman,  or,  in any  such  case,  to  another  location
designated  in  accordance   with  this  Section  12.5.  All  such  notices  and
correspondence shall be deemed given (i) if sent by certified or registered mail

<PAGE>

or by overnight delivery service, when received at the above stated addresses or
when  delivery  is  refused  and (ii) if sent by  facsimile  transmission,  when
receipt of such transmission is acknowledged.

     12.6 Assignability.

     (a)  The  Borrower  shall not have the right to  assign  or  delegate  this
          Credit Agreement or any interest therein except with the prior written
          consent of the Agent and each Lender.

     (b)  Any Lender may make, carry or transfer Loans at, to or for the account
          of, any of its branch  offices or the office of an  Affiliate  of such
          Lender  except to the extent such  transfer  would result in increased
          costs to the Borrower.

     (c)  A  Lender  may,  with  the  consent  of the  Agent  and,  prior to the
          occurrence  of an Event of Default,  with the consent of the  Borrower
          (which may not be unreasonably withheld),  assign to one or more banks
          or other  financial  institutions  all or a portion  of its rights and
          obligations  under this Credit Agreement and the Notes;  provided that
                                                                   --------
          (i) for each such  assignment,  the parties  thereto shall execute and
          deliver to the Agent, for its acceptance and recording in the Register
          (as defined below), an Assignment and Assumption  Agreement,  together
          with  the  Notes  subject  to such  assignment  and a  processing  and
          recordation fee of $3,500,  (ii) no such assignment  shall be for less
          than  $10,000,000  of a Lender's  Commitment  or, if less,  the entire
          amount of such  Lender's  Commitment  and (iii)  any  assignment  must
          assign the same percentage of both the Lender's  Revolving  Commitment
          and Term Loan  Commitment,  and (iv) the  consent of the Agent and the
          Borrower shall not be required in connection  with an assignment to an
          Affiliate.   Upon   execution  and  delivery  of  the  Assignment  and
          Assumption  Agreement to the Agent,  from and after the date specified
          as the effective date in the Assignment and Assumption Agreement,  (x)
          the assignee  thereunder  shall be a party hereto,  and, to the extent
          that  rights  and  obligations  hereunder  have  been  assigned  to it
          pursuant to such  Assignment and Assumption  Agreement,  such assignee
          shall have the rights and  obligations  of a Lender  hereunder and (y)
          the  assignor   thereunder  shall,  to  the  extent  that  rights  and
          obligations  hereunder  have  been  assigned  by it  pursuant  to such
          Assignment and Assumption Agreement, relinquish its rights (other than
          any rights it may have  pursuant  to Section  12.8  hereof  which will
          survive)  and be  released  from its  obligations  under  this  Credit
          Agreement (and, in the case of an Assignment and Assumption  Agreement
          covering all or the remaining portion of an assigning  Lender's rights
          and obligations under this Credit  Agreement,  such Lender shall cease
          to be a party hereto).

     (d)  By executing and delivering an Assignment  and  Assumption  Agreement,
          the assignee thereunder confirms and agrees as follows: (i) other than
          as provided in such Assignment and Assumption Agreement, the assigning
          Lender   makes  no   representation   or   warranty   and  assumes  no
          responsibility   with  respect  to  any   statements,   warranties  or
          representations  made in or in connection  with this  Agreement or the
          execution,    legality,   validity,    enforceability,    genuineness,
          sufficiency or value of this Credit  Agreement,  the Revolving  Notes,
          the Term Notes, or any other instrument or document furnished pursuant
          hereto, (ii) such assigning Lender makes no representation or warranty

<PAGE>

          and assumes no responsibility  with respect to the financial condition
          of the  Borrower or any other  Credit  Parties or the  performance  or
          observance  by the Borrower or any other Credit  Parties of any of its
          obligations  under this Credit  Agreement or any other  instrument  or
          document furnished pursuant hereto,  (iii) such assignee confirms that
          it has received a copy of this Credit Agreement,  together with copies
          of the Financial Statements referred to in Section 8.1 hereof and such
          other documents and  information as it has deemed  appropriate to make
          its own credit analysis and decision to enter into such Assignment and
          Assumption  Agreement,  (iv) such  assignee  will,  independently  and
          without  reliance upon the Agent,  such assigning  Lender or any other
          Lender and based on such  documents and  information  as it shall deem
          appropriate at the time,  continue to make its own credit decisions in
          taking or not taking  action  under this  Credit  Agreement,  (v) such
          assignee  appoints  and  authorizes  the Agent to take such  action as
          agent on its behalf and to  exercise  such  powers  under this  Credit
          Agreement as are delegated to the Agent by the terms hereof,  together
          with such powers as are  reasonably  incidental  thereto and (vi) such
          assignee  agrees that it will perform in  accordance  with their terms
          all of the obligations which by the terms of this Credit Agreement are
          required to be performed by it as a Lender.

     (e)  The Agent shall  maintain at its address  referred to in Section  11.5
          hereof a copy of each Assignment and Assumption Agreement delivered to
          and accepted by it and a register for the recordation of the names and
          addresses of the Lenders and the  Revolving  Commitment  and Term Loan
          Commitment of, and principal amount of the Loans owing to, each Lender
          from time to time (the "Register").  The entries in the Register shall
          be conclusive and binding for all purposes, absent manifest error, and
          the  Borrower,  the Agent and the Lenders may treat each Person  whose
          name  is  recorded  in the  Register  as a  Lender  hereunder  for all
          purposes of this Agreement. The Register and copies of each Assignment
          and  Assumption  shall be available for  inspection by the Borrower or
          any  Lender  at any  reasonable  time  and  from  time  to  time  upon
          reasonable prior notice.

     (f)  Upon its receipt of an Assignment and Assumption Agreement executed by
          an assigning  Lender,  together with the  Revolving  Note or Term Note
          subject to such  assignment,  the Agent shall,  if such Assignment and
          Assumption  Agreement has been completed and is in  substantially  the
          form of Exhibit G hereto,  (i) accept such  Assignment  and Assumption
          Agreement,  (ii)  record  the  information  contained  therein  in the
          Register and (iii) give prompt notice thereof to the Borrower.  Within
          five (5) Business Days after its receipt of such notice,  the Borrower
          shall execute and deliver to the Agent in exchange for the surrendered
          Revolving  Note or Term Note a new Revolving Note and Term Note to the
          order of the  assignee  in an  amount  equal to the  Revolving  Credit
          Commitment  and Term Loan  Commitment  assumed by it  pursuant to such
          Assignment and Assumption  Agreement and, if the assigning  Lender has
          retained a Revolving Commitment or Term Loan Commitment  hereunder,  a
          new Revolving Note and Term Note to the order of the assigning  Lender
          in an amount equal to the Revolving Commitment or Term Loan Commitment
          retained by it hereunder.  Such new Revolving  Note or Term Note shall
          re-evidence the Indebtedness  outstanding under the old Revolving Note
          or Term Note and shall be in an  aggregate  principal  amount equal to
          the aggregate  principal amount of such surrendered  Revolving Note or
          Term Note,  and shall  otherwise be in  substantially  the form of the
          Revolving Note or Term Note subject to such assignments.
<PAGE>

     (g)  Each Lender may sell participations (without the consent of the Agent,
          the Borrower or any other  Lender) to one or more parties in or to all
          or a portion of its rights and obligations under this Credit Agreement
          (including,  without  limitation,  all or a portion  of its  Revolving
          Commitment,  Term  Loan  Commitment,  the  Loans  owing  to it and the
          Revolving  Note or Term  Note  held by it);  provided  that  (i)  such
                                                       --------
          Lender's obligations under this Credit Agreement  (including,  without
          limitation,  its  Commitment to the Borrower  hereunder)  shall remain
          unchanged,  (ii) such Lender shall remain  solely  responsible  to the
          other parties hereto for the  performance of such  obligations,  (iii)
          such Lender  shall  remain the holder of any such  Revolving  Note and
          Term  Note  for  all  purposes  of this  Credit  Agreement,  (iv)  the
          Borrower,  the Agent,  and the other  Lenders  shall  continue to deal
          solely and directly with such Lender in connection  with such Lender's
          rights and obligations under this Credit Agreement and (v) such Lender
          shall not  transfer,  grant,  assign or sell any  participation  under
          which the  participant  shall have rights to approve any  amendment or
          waiver of this Credit Agreement except to the extent such amendment or
          waiver  would (A) extend the final  maturity  date or the date for the
          payments of any  installment  of fees or  principal or interest of any
          Loans,  or Letter of Credit  reimbursement  obligations  in which such
          participant is participating, (B) reduce the amount of any installment
          of  principal  of  the  Loans,  or  Letter  of  Credit   reimbursement
          obligations in which such participant is participating, (C) reduce the
          interest  rate   applicable   to  the  Loans,   or  Letter  of  Credit
          reimbursement  obligations in which such participant is participating,
          or (D) reduce any Fees payable hereunder.

     (h)  Each Lender  agrees  that,  without the prior  written  consent of the
          Borrower and the Agent,  it will not make any assignment  hereunder in
          any manner or under any circumstances that would require  registration
          or  qualification  of, or filings in respect of, any  Revolving  Loan,
          Revolving Note, Term Loan,  Term Note, or other  obligation  under the
          securities   laws  of  the   United   States  of  America  or  of  any
          jurisdiction.

     (i)  In  connection  with the efforts of any Lender to assign its rights or
          obligations or to participate interests,  such Lender may disclose any
          information  in  its   possession   regarding  the  Borrower  and  its
          Subsidiaries.

     12.7 Confidentiality.

     Each Lender  agrees  that it will use its  reasonable  best  efforts not to
disclose  without  the  prior  consent  of  the  Borrower  (other  than  to  its
Affiliates,  employees,  auditors,  or  counsel,  or to  another  Lender  if the
disclosing  Lender or such disclosing  Lender's holding or parent company in its
sole  discretion  determines  that any such  party  should  have  access to such
information)  any  information  with  respect  to  the  Borrower  or  any of its
Subsidiaries,  which is furnished pursuant to this Credit Agreement and which is
designated by the Borrower to the Lenders in writing as confidential,  provided,
                                                                       --------
that any Lender may disclose any such  information  (a) as has become  generally
available to the public,  (b) as may be required or  appropriate  in any report,
statement  or  testimony  submitted  to any  Governmental  Authority  having  or
claiming  to have  jurisdiction  over such  Lender,  (c) as may be  required  or
appropriate  in response to any  summons or subpoena or in  connection  with any
litigation,  (d) in order to comply with any  Requirement of Law, and (e) to any
prospective  or  actual   transferee  or  participant  in  connection  with  any
contemplated  transfer  or  participation  of any of the  Notes,  the  Revolving
Commitment or the Term Loan Commitment or any interest therein by such Lender.
<PAGE>

     12.8 Indemnification.

     The Borrower shall and hereby agrees to indemnify, defend and hold harmless
the Agent,  the Syndication  Agent, the Issuing Bank and each of the Lenders and
their respective  directors,  officers,  agents,  employees and counsel from and
against  (a) any and all losses,  claims,  damages,  liabilities,  deficiencies,
judgments  or expenses  incurred by any of them (except to the extent that it is
finally  judicially  determined to have resulted from their own gross negligence
or  willful  misconduct)  arising  out  of  or  by  reason  of  any  litigation,
investigations,  claims  or  proceedings  which  arise  out of or are in any way
related to (i) this Credit  Agreement or the transactions  contemplated  hereby,
(ii) the  issuance  of the  Letters of Credit,  (iii) the failure of the Issuing
Bank to honor a drawing  under any Letter of  Credit,  as a result of any act or
omission,  whether rightful or wrongful,  of any present or future de jure or de
facto government or Governmental  Authority,  (iv) any actual or proposed use by
the Borrower of the proceeds of the  Revolving  Loans or the Term Loans,  or (v)
the  Agent's,  the Issuing  Bank's or the  Lenders',  entering  into this Credit
Agreement,  the other Credit  Documents or any other  agreements  and  documents
relating  hereto,  including,  without  limitation,  amounts paid in settlement,
court costs and the fees and  disbursements  of counsel  incurred in  connection
with any such  litigation,  investigation,  claim or  proceeding  or any  advice
rendered  in  connection  with any of the  foregoing  and (b) any  such  losses,
claims, damages,  liabilities,  deficiencies,  judgments or expenses incurred in
connection with any remedial or other action taken by the Borrower or any of the
Lenders  in  connection   with   compliance  by  the  Borrower  or  any  of  the
Subsidiaries,  or any of their respective properties, with any federal, state or
local  environmental  laws,  acts,  rules,  regulations,   orders,   directions,
ordinances, criteria or guidelines. If and to the extent that the obligations of
the Borrower  hereunder are  unenforceable  for any reason,  the Borrower hereby
agrees to make the maximum  contribution to the payment and satisfaction of such
Obligations   which  is  permissible   under   applicable  law.  The  Borrower's
Obligations hereunder shall survive any termination of this Credit Agreement and
the other Credit Documents and the payment in full of the  obligations,  and are
in addition to, and not in substitution  of, any other of their  Obligations set
forth in this Credit  Agreement.  In addition,  the Borrower shall, upon demand,
pay to the Agent and any Lender all costs and expenses (including the reasonable
fees and disbursements of counsel and other  professionals)  paid or incurred by
the Agent or such Lender in (i)  enforcing or  defending  its rights under or in
respect  of this  Credit  Agreement,  the other  Credit  Documents  or any other
document or  instrument  now or hereafter  executed and  delivered in connection
herewith (provided,  that such indemnification  shall not apply if the Agent and
the Lenders are  determined  to have acted in gross  negligence  or with willful
misconduct),  (ii) in collecting  the Revolving  Loans,  (iii) in foreclosing or
otherwise  collecting upon the Collateral or any part thereof and (iv) obtaining
any legal, accounting or other advice in connection with any of the foregoing.

     12.9 Entire Agreement; Successors and Assigns.

     This Credit Agreement and the other Credit Documents  constitute the entire
agreement among the Borrower,  the Agent, the Syndication Agent and the Lenders,
supersedes  any prior  agreements  among  them,  and shall bind and  benefit the
Borrower and the Lenders and their respective successors and permitted assigns.

     12.10 Amendments and Waivers.

     No amendment or waiver of any provision of this Credit Agreement,  any part
of Schedule B, or any other Credit Document shall be effective unless in writing
and signed by the  Majority  Lenders (or by the Agent on their  behalf),  except
that:
<PAGE>

     (a)  the consent of all the Lenders is required to (i)  increase  the Total
          Commitments,  the  Commitment  of any Lender or the advance  rates set
          forth in Section 2.1,  (ii) reduce the  principal  of, or interest on,
          the   Revolving   Notes,   the  Term  Notes,   any  Letter  of  Credit
          reimbursement  obligations or any Fees hereunder (other than Fees that
          are  exclusively  for the account of the Agent or the  Issuing  Bank),
          (iii)  postpone any date fixed for any payment in respect of principal
          of, or interest on, the Revolving Notes, the Term Notes, any Letter of
          Credit  reimbursement  obligations or any Fees hereunder,  (iv) change
          the  percentage  of  the  Commitments,   or  any  minimum  requirement
          necessary  for the Lenders or the Majority  Lenders to take any action
          hereunder,  (v) amend or waive this  Section  12.11(a),  or change the
          definitions of Majority Lenders,  (vi) amend the "Unused Availability"
          levels set forth in Section  9.1 or Section  9.9,  or (vii)  except as
          otherwise expressly provided in this Credit Agreement,  and other than
          in  connection  with  the  financing,   refinancing,   sale  or  other
          disposition of any asset of the Borrower  permitted  under this Credit
          Agreement,  release any Liens in favor of the Lenders on a substantial
          portion  of the  Collateral  (which  for  purposes  hereof  shall mean
          Collateral having a book value of more than $5,000,000); and

     (b)  the  consent  of the Agent or the  Issuing  Bank,  as the case may be,
          shall be required for any amendment,  waiver or consent  affecting the
          rights or duties of the Agent or the  Issuing  Bank  under any  Credit
          Document, in addition to the consent of the Lenders otherwise required
          by this section.

     Notwithstanding  any of the foregoing to the  contrary,  the consent of the
Borrower shall not be required for any amendment,  modification or waiver of the
provisions of Article 11 (other than Section 11.9). The Borrower and the Lenders
hereby  authorize the Agent to modify (i) this Credit  Agreement by unilaterally
amending or supplementing  Annex I to reflect assignments of the Commitments and
(ii) any of the Collateral  Documents by unilaterally  amending or supplementing
any of the schedules thereto to reflect any addition to, or change in the status
of, any of the collateral expressly permitted thereunder. If the Agent seeks the
consent of a Lender under this  Section  12.10 or any consent or approval of any
Lender under any other provision hereof or of any other Credit Document and such
Lender  does not respond  within ten (10) days,  such  failure to respond  shall
constitute such Lender's consent or approval.

     12.11 Nonliability of Agent and Lenders.

     The relationship  between the Borrower and the Lenders, and the Agent shall
be solely that of borrower  and  lender.  Neither the Agent or any Lender  shall
have any fiduciary  responsibilities  to the Borrower.  Neither the Agent or any
Lender  undertakes  any  responsibility  to the Borrower to review or inform the
Borrower of any matter in connection  with any phase of the Borrower's  business
or operations.

     12.12 Independent Nature of Lenders' Rights.

     The  amounts  payable  at any time  hereunder  to each  Lender  under  such
Lender's  Revolving Note or Notes and Term Note or Notes shall be a separate and
independent debt.
<PAGE>

     12.13 Counterparts.

     This Credit  Agreement may be executed in any number of counterparts and by
the different  parties  hereto in separate  counterparts,  each of which when so
executed and  delivered  shall be an original,  but all of which shall  together
constitute one and the same instrument.

     12.14 Effectiveness.

     This Credit  Agreement  shall become  effective on the date on which all of
the  parties  hereto  shall  have  signed  a copy  hereof  (whether  the same or
different copies) and shall have delivered the same to the Agent or, in the case
of the  Lenders,  shall have  given to the Agent  written,  telecopied  or telex
notice  (actually  received)  at such  office  that the same has been signed and
mailed to it.

     12.15 Severability.

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

     12.16 Headings Descriptive.

     The  headings  of the  several  sections  and  subsections  of this  Credit
Agreement,  and the Table of Contents,  are inserted  for  convenience  only and
shall not in any way affect the meaning or construction of any provision of this
Credit Agreement.

     12.17 Maximum Rate.

     Notwithstanding anything to the contrary contained elsewhere in this Credit
Agreement  or in any other  Credit  Document,  the  Borrower,  the Agent and the
Lenders hereby agree that all agreements  among them under this Credit Agreement
and the other Credit  Documents,  whether now existing or hereafter  arising and
whether  written or oral,  are expressly  limited so that in no  contingency  or
event  whatsoever  shall the amount paid,  or agreed to be paid, to the Agent or
any Lender for the use,  forbearance,  or  detention  of the money loaned to the
Borrower and evidenced  hereby or thereby or for the  performance  or payment of
any  covenant or  obligation  contained  herein or  therein,  exceed the Highest
Lawful  Rate.  If  due  to  any  circumstance  whatsoever,  fulfillment  of  any
provisions of this Credit  Agreement or any of the other Credit Documents at the
time  performance of such provision shall be due shall exceed the Highest Lawful
Rate, then,  automatically,  the obligation to be fulfilled shall be modified or
reduced to the extent  necessary  to limit such  interest to the Highest  Lawful
Rate, and if from any such  circumstance any Lender should ever receive anything
of value deemed interest by applicable law which would exceed the Highest Lawful
Rate, such excessive interest shall be applied to the reduction of the principal
amount then  outstanding  hereunder or on account of any other then  outstanding
obligations  and not to the payment of interest,  or if such excessive  interest
exceeds the principal unpaid balance then  outstanding  hereunder and such other
then outstanding obligations, such excess shall be refunded to the Borrower. All

<PAGE>

sums  paid  or  agreed  to be paid  to the  Agent  or any  Lender  for the  use,
forbearance,  or  detention of the  obligations  and other  Indebtedness  of the
Borrower to the Agent or any Lender shall, to the extent permitted by applicable
law, be amortized,  prorated,  allocated and spread  throughout the full term of
such  Indebtedness  until payment in full so that the actual rate of interest on
account  of all such  Indebtedness  does not  exceed  the  Highest  Lawful  Rate
throughout  the entire term of such  Indebtedness.  The terms and  provisions of
this Section shall control  every other  provision of this Credit  Agreement and
all agreements among the Borrower, the Agent and the Lenders.

     12.18 JURY TRIAL.

     THE BORROWER,  THE AGENT,  THE SYNDICATION  AGENT, THE ISSUING BANK AND THE
     ---------------------------------------------------------------------------
LENDERS  EACH  HEREBY  WAIVE  ANY  RIGHT  TO A TRIAL  BY JURY IN ANY  ACTION  OR
--------------------------------------------------------------------------------
PROCEEDING  ARISING OUT OF THIS CREDIT  AGREEMENT,  THE CREDIT  DOCUMENTS OR ANY
--------------------------------------------------------------------------------
OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO.
-----------------------------------------------------------


                            [SIGNATURE PAGES FOLLOW]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed and delivered by their proper and duly authorized
officers as of the date set forth above.

                                    BORROWER:
                                    ---------

                                    WICKES INC., a Delaware corporation


                                    By _________________________________

                                    Its ________________________________


                                     AGENT:
                                     ------

                                     FLEET RETAIL FINANCE INC., as Agent


                                     By _________________________________

                                     Its ________________________________


                                     DOCUMENTATION AGENT:
                                     --------------------

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


                                     By _________________________________

                                     Its ________________________________


                                     ISSUING BANK:
                                     -------------

                                     FLEET NATIONAL BANK


                                     By _________________________________

                                     Its ________________________________


                                    LENDERS:
                                    --------

                                    FLEET RETAIL FINANCE INC.


                                    By _________________________________

                                    Its ________________________________
<PAGE>

                                    FOOTHILL CAPITAL CORPORATION


                                    By _________________________________

                                    Its ________________________________


                                    BANK OF AMERICA, N.A.


                                    By _________________________________

                                    Its ________________________________


                                    LASALLE BANK NATIONAL ASSOCIATION


                                    By _________________________________

                                    Its ________________________________


                                    THE CIT GROUP/BUSINESS CREDIT, INC.


                                    By _________________________________

                                    Its ________________________________


                                    CONGRESS FINANCIAL CORPORATION (CENTRAL)


                                    By _________________________________

                                    Its ________________________________


                                    AMERICAN NATIONAL BANK AND
                                    TRUST COMPANY OF CHICAGO


                                    By _________________________________

                                    Its _________________________________


<PAGE>






                                     ANNEX I
                                     -------
                         LENDERS AND COMMITMENT AMOUNTS
                         ------------------------------
<TABLE>
<CAPTION>

Name and Address of Lender       Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------
<S>                               <C>                         <C>

FLEET RETAIL FINANCE INC.           $62,875,826.15              $16,237,682.10

Domestic Lending Office:

40 Broad Street
Boston, Massachusetts  02109

Eurodollar Lending Office:

100 Federal Street
Boston, Massachusetts  02110

Address for Notices:

Fleet Retail Finance Inc.
40 Broad Street
Boston, Massachusetts  02109
Attention: Timothy Tobin
Facsimile:  (617) 434-4386





<PAGE>





FOOTHILL CAPITAL CORPORATION     Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------


                                    $23,842,638.59             $6,157,361.41
Domestic Lending Office:

11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025

Eurodollar Lending Office:

11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025

Address for Notices:

Foothill Capital Corporation
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California 90404
Attention:  Eileen P. Quinn
Facsimile:  (310) 453-7447


<PAGE>



BANK OF AMERICA, N.A. (formerly  Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------
Nationsbank, N.A.)                  $33,332,000.00             $8,607,989.00

Domestic Lending Office:

600 Peachtree Street
13th Floor
Atlanta, Georgia  30308

Eurodollar Lending Office:

600 Peachtree Street
13th Floor
Atlanta, Georgia  30308

Address for Notices:

Bank of America, N.A.
600 Peachtree Street
13th Floor
Atlanta, Georgia  30308
Attention:  Robert J. Walker
Facsimile:  (404) 607-6281


<PAGE>



LASALLE BANK NATIONAL
ASSOCIATION                       Revolving Commitment      Term Loan Commitment
                                  --------------------      --------------------
(formerly LaSalle National Bank)    $19,206,834.89             $4,960,165.11

Domestic Lending Office:

135 South LaSalle Street
Chicago, Illinois  60603

Eurodollar Lending Office:

135 South LaSalle Street
Chicago, Illinois  60603

Address for Notices:

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Christopher G. Clifford
Facsimile:  (312) 904-6450


<PAGE>



THE CIT GROUP/BUSINESS
CREDIT, INC.                     Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------
                                 $19,206,834.89                $4,960,165.11
Domestic Lending Office:

10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603

Eurodollar Lending Office:

10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603

Address for Notices:

The CIT Group/Business Credit, Inc.
10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603
Attention:  Martha Gay
Facsimile:  (312) 443-0139


<PAGE>



CONGRESS FINANCIAL
CORPORATION (CENTRAL)            Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------
                                    $21,667,000.00             $5,595,502.75

Domestic Lending Office:

150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603

Eurodollar Lending Office:

150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603

Address for Notices:

Congress Financial Corporation (Central)
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603
Attention:  Brett Mook
Facsimile:  (312) 332-0424


<PAGE>



AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO         Revolving Commitment       Term Loan Commitment
                                 --------------------       --------------------
                                    $19,868,865.49             $5,131,134.51

Domestic Lending Office:

120 South LaSalle Street
Chicago, Illinois  60603

Eurodollar Lending Office:

120 South LaSalle Street
Chicago, Illinois  60603

Address for Notices:

American National Bank and Trust Company of Chicago
120 South LaSalle Street
Chicago, Illinois  60603
Attention:  Donna Evans
Facsimile:  (312) 661-6929

                                    Total Commitments:           $251,650,000.00

</TABLE>

<PAGE>






                                    EXHIBIT A
                                    ---------

                   FORM OF AMENDED AND RESTATED REVOLVING NOTE
                   -------------------------------------------


$___________

     FOR VALUE RECEIVED,  the undersigned,  WICKES INC., a Delaware  corporation
("Borrower"),  promises to pay to the order of [Payee Lender] (the "Lender") c/o
FLEET RETAIL  FINANCE INC, as Agent for the Lenders,  40 Broad  Street,  Boston,
Massachusetts  02109,  in lawful  money of the United  States of America  and in
immediately available funds, the principal amount of __________________  Dollars
($____________),  or such  lesser  amount  as may  then  constitute  the  unpaid
aggregate principal amount of the Revolving Loans on the Expiration Date.

     Borrower  further agrees to pay interest at said office,  in like money, on
the unpaid  principal  amount  owing  hereunder  from time to time from the date
hereof  on the  dates  and at the rate  specified  in  Article  5 of the  Credit
Agreement (as defined below).

     If any  payment on this  promissory  note  becomes due and payable on a day
other than a Business  Day, the maturity  thereof  shall be extended to the next
succeeding  Business  Day, and with respect to payments of  principal,  interest
thereon shall be payable at the then applicable rate during such extension.

     This  promissory  note is one of the  Revolving  Notes  referred  to in the
Amended  and  Restated  Credit  Agreement,  dated as of  December  13,  2000 (as
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Credit  Agreement"),  among  Borrower,  the  Lender,  certain  other  financial
institutions  parties  thereto,  Fleet Retail  Finance Inc. as agent  ("Agent"),
Fleet  National   Bank,  as  issuing  bank,  and  Bank  of  America,   N.A.,  as
documentation  agent,  and is subject to, and  entitled to, all  provisions  and
benefits thereof and is subject to optional and mandatory prepayment in whole or
in part as provided therein.  Capitalized  terms used herein without  definition
shall have the meanings given to such terms in the Credit Agreement.  The Credit
Agreement,  among other things,  provides [after giving effect to the Assignment
                                           -------------------------------------
and Assumption  Agreement  executed by the Lender and [name of assigning Lender]
--------------------------------------------------------------------------------
as of date hereof]1 for the making of Revolving  Loans by the Lender to Borrower
-----------------
from time to time in an aggregate  amount not to exceed at any time  outstanding
the U.S. dollar amount first above mentioned.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Credit  Agreement which have not been waived in accordance with the terms
of the  Credit  Agreement,  the Agent  shall,  upon the  written  request of the
Majority Lenders,  and by delivery of written notice to Borrower from the Agent,
take any or all of the following actions, without prejudice to the rights of the
Agent,  the  Lender or any holder of this Note to  enforce  its  claims  against
Borrower:  (a) declare all  Obligations  due hereunder to be immediately due and
payable  (except  with  respect  to any Event of  Default  set forth in  Section
10.1(f) of the Credit  Agreement,  in which case all  Obligations  due hereunder
shall automatically  become immediately due and payable without the necessity of
any notice or other demand) without  presentment,  demand,  protest or any other
action or  obligation  of the  Lender;  (b)  immediately  terminate  the  Credit
Agreement and the Commitments thereunder.
<PAGE>

     This  promissory   note  is  secured  by  the  Collateral   Documents  [and
                                                                             ---
re-evidences the indebtedness outstanding on the date hereof with respect to the
--------------------------------------------------------------------------------
Revolving Loans which  indebtedness  has been assigned to the Lender pursuant to
--------------------------------------------------------------------------------
Section 11.6 of the Credit Agreement].2
------------------------------------

     Borrower hereby waives presentment, demand, protest and notice of any kind.
No failure to exercise,  and no delay in exercising any rights  hereunder on the
part of the holder hereof shall operate as a waiver of such rights.

     THE VALIDITY,  INTERPRETATION AND ENFORCEMENT OF THIS PROMISSORY NOTE SHALL
BE GOVERNED BY THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                   WICKES INC.


                                    By _________________________________

                                    Title ______________________________




603963.8


<PAGE>



                                    EXHIBIT B
                                    ---------

                               FOR M OF TERM NOTE
                               ------------------


$____________

     FOR VALUE RECEIVED,  the undersigned,  WICKES INC., a Delaware  corporation
("Borrower"),  promises to pay to the order  of______________ (the "Lender") c/o
FLEET RETAIL  FINANCE INC, as Agent for the Lenders,  40 Broad  Street,  Boston,
Massachusetts  02109,  in lawful  money of the United  States of America  and in
immediately available funds, the principal amount of __________________  Dollars
($____________),  or such  lesser  amount  as may  then  constitute  the  unpaid
aggregate principal amount of the Term Loans on the Expiration Date.

         Borrower further agrees to pay interest at said office, in like money,
on the unpaid principal amount owing hereunder from time to time from the date
hereof on the dates and at the rate specified in Article 5 of the Credit
Agreement (as defined below).

     If any  payment on this  promissory  note  becomes due and payable on a day
other than a Business  Day, the maturity  thereof  shall be extended to the next
succeeding  Business  Day, and with respect to payments of  principal,  interest
thereon shall be payable at the then applicable rate during such extension.

     This  promissory  note is one of the Term Notes  referred to in the Amended
and  Restated  Credit  Agreement,  dated as of December  13,  2000 (as  amended,
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement"),  among Borrower,  the Lender,  certain other financial institutions
parties thereto,  Fleet Retail Finance Inc. as agent  ("Agent"),  Fleet National
Bank, as issuing bank, and Bank of America, N.A., as documentation agent, and is
subject to, and entitled to, all provisions and benefits  thereof and is subject
to optional and mandatory  prepayment  in whole or in part as provided  therein.
Capitalized  terms used herein without  definition shall have the meanings given
to such terms in the Credit Agreement. The Credit Agreement, among other things,
provides  for the making of Term Loans by the  Lender to  Borrower  from time to
time in an  aggregate  amount  not to  exceed at any time  outstanding  the U.S.
dollar amount first above mentioned.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Credit  Agreement which have not been waived in accordance with the terms
of the  Credit  Agreement,  the Agent  shall,  upon the  written  request of the
Majority Lenders,  and by delivery of written notice to Borrower from the Agent,
take any or all of the following actions, without prejudice to the rights of the
Agent,  the  Lender or any holder of this Note to  enforce  its  claims  against
Borrower:  (a) declare all  Obligations  due hereunder to be immediately due and
payable  (except  with  respect  to any Event of  Default  set forth in  Section
10.1(f) of the Credit  Agreement,  in which case all  Obligations  due hereunder
shall automatically  become immediately due and payable without the necessity of
any notice or other demand) without  presentment,  demand,  protest or any other
action or  obligation  of the  Lender;  (b)  immediately  terminate  the  Credit
Agreement and the Commitments thereunder.

     This promissory note is secured by the Collateral Documents.

     Borrower hereby waives presentment, demand, protest and notice of any kind.
No failure to exercise,  and no delay in exercising any rights  hereunder on the
part of the holder hereof shall operate as a waiver of such rights.



<PAGE>






     THE VALIDITY,  INTERPRETATION AND ENFORCEMENT OF THIS PROMISSORY NOTE SHALL
BE GOVERNED BY THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                   WICKES INC.


                                   By _________________________________

                                   Title ______________________________



<PAGE>






                                    EXHIBIT C
                                    ---------

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------

                            [Letterhead of Borrower]


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


Fleet Retail Finance Inc., as Agent
40 Broad Street
Boston, Massachusetts 02109

Ladies and Gentlemen:

          I hereby certify to you as follows:

     (a)  I am the duly elected  [Title] of Wickes Inc., a Delaware  corporation
          ("Borrower"). Capitalized but undefined terms used in this Certificate
          shall have the  meanings  assigned to them in the Amended and Restated
          Credit  Agreement  (the "Credit  Agreement")  dated as of December 13,
          2000 among the Borrower,  the financial  institutions parties thereto,
          Fleet Retail  Finance Inc., as Agent,  Fleet National Bank, as Issuing
          Bank, and Bank of America, N.A., as Documentation Agent.

     (b)  I have reviewed the terms of the Credit  Agreement,  and have made, or
          have caused to be made under my  supervision,  a review in  reasonable
          detail of the  transactions  and the condition of the Borrower  during
          the immediately preceding [year/quarter/month].

     (c)  The review  described  in  paragraph  (b) above did not  disclose  the
          existence  during  or at the end of such  [year/quarter/month],  and I
          have no  knowledge  of the  existence  as of the date  hereof,  of any
          condition or event which constitutes a Default or an Event of Default,
          except as set forth on Attachment 1 to this Certificate.3

     (d)  I certify that based on my review  described in paragraph (b) above as
          of the end of such  [year/quarter/month],  (i) the  Interest  Coverage
          Ratio  was  _______  to  _______,  (ii)  Consolidated  Net  Worth  was
          $___________,  and (iii) Capital  Expenditures  for the fiscal year to
          such date were $___________.
<PAGE>

     (e)  I further certify that, based on the review described in paragraph (b)
          above,  neither the Borrower nor any of the  Subsidiaries  at any time
          during  or  at  the  end  of  such  [year/quarter/month],   except  as
          specifically described in Attachment 2 to this Certificate4 did any of
          the following:

          (i)  Changed its  respective  corporate  name, or transacted  business
               under any trade name, style, or fictitious name, other than those
               previously   described  to  you  and  set  forth  in  the  Credit
               Agreement.

          (ii) Changed the location of its chief  executive  office,  or changed
               the  location of or disposed of any of its assets  (other than as
               specifically  permitted  by the Credit  Agreement  to the sale of
               inventory in the ordinary course of its business), or established
               any new asset locations.

          (iii) Changed its capital structure.

          (iv) Materially changed the terms upon which it sells goods (including
               sales on consignment) or provides services,  nor has any material
               vendor or trade supplier to the Borrower  during or at the end of
               such  [year/quarter/month]  decreased  the  terms  upon  which it
               supplies goods to the Borrower.

          (v)  Permitted or suffered to exist any Liens or  encumbrances  on any
               of its  properties,  whether  real  or  personal,  other  than as
               specifically permitted in the Credit Agreement.

          (vi) Received any notices of any kind from any federal, state or
                  local agency, tribunal or other authority regulating or having
                  responsibility for any environmental matters.

          (vii)Became aware of, obtained knowledge of, or received  notification
               of, any breach or violation of any material covenant contained in
               any instrument or agreement in respect of indebtedness  for money
               borrowed by the Borrower or any of the Subsidiaries.
<PAGE>

     THE  FOREGOING  CERTIFICATIONS  are made  and  delivered  this  ____ day of
     ___________, ____.

                                   WICKES INC.


                                   By _________________________________

                                   Title ______________________________


<PAGE>






                                    EXHIBIT D
                                    ---------

                       FORM OF BORROWING BASE CERTIFICATE
                       ----------------------------------

           OFFICER'S CERTIFICATE CERTIFYING BORROWING BASE CERTIFICATE
           -----------------------------------------------------------


     I, ______________________, in my capacity as ____________________ of WICKES
INC., a Delaware corporation (the "Borrower"), hereby certify in connection with
the Amended and Restated Credit Agreement (the "Credit Agreement"),  dated as of
December 13, 2000, among the Borrower,  Fleet Retail Finance Inc.(the  "Agent"),
Bank of America, N.A., as documentation agent, the lenders party thereto and the
Issuing   Bank   (as   defined   therein)   that   I   am   the   duly   elected
_________________________  of the  Borrower  and that the  information  and each
calculation  set forth in the attached  Borrowing Base  Certificate  are, to the
best of my  knowledge,  true,  correct and complete  (subject to year-end  audit
adjustments)  as of the date hereof and are  calculated in  accordance  with the
Credit Agreement.  Unless otherwise defined herein,  all terms used herein shall
have the meanings ascribed to them in the Credit Agreement.

Executed this ____ day of
________________, ____             WICKES INC.


                                   By _________________________________

                                   Title _______________________________


<PAGE>



                                  WICKES, INC.
                           BORROWING BASE CERTIFICATE
                          AS OF _______________, _____


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

Accounts of the Borrower payable in Dollars, less the face amount of all
returns, discounts, claims, credits, charges, or other allowances and less the
aggregate amount of all reserves, limits and deductions provided elsewhere in
the Credit Agreement
                                                                                $______________


Less:


(a)  Accounts  arising  out of  sales  made  by the  Borrower  to an  Affiliate;
                                                                                $_______________


(b)  Accounts  which are unpaid more than  thirty  (30) days after the  original
     payment  due date;  provided,  however,  that the  aggregate  amount of all
                         ---------  --------
     invoices  providing for payment in the second or third month  following the
     month of purchases  relating to such invoices that may constitute  Eligible
     Accounts Receivable shall not exceed twenty percent (20%) of total Eligible
     Accounts Receivable at any one time;  provided,  further,  that any Account
                                           ---------  --------
     that is unpaid more than one hundred  twenty (120) days  following the date
     of purchase shall in no event be an Eligible Accounts Receivable;

                                                                                $______________


(c)  Accounts  which are owing by an account  debtor (or any Affiliate  thereof)
     with respect to which twenty percent (20%) or more, in face amount,  of all
     Accounts  from such account  debtor (or any  Affiliate  thereof) are unpaid
     more  than  sixty   (60)  days  past  the   original   payment   due  date;
                                                                                $______________

(d)  Accounts for which the account  debtor is also a creditor of the  Borrower,
     (ii) the  account  debtor has  disputed  its  liability  on, or the account
     debtor  has made any claim  with  respect  to,  such  Account  or any other
     Account due from such account  debtor to the  Borrower,  which has not been
     resolved or (iii) Accounts which otherwise are or may become subject to any
     right of setoff by the account  debtor;  provided,  that any Account deemed
                                              --------
     ineligible  pursuant  to this  clause (d) shall only be  ineligible  to the
     extent of the amount owed by the Borrower to the account debtor, the amount
     of such dispute or claim, or the amount of such setoff, as applicable;

                                                                                $______________


<PAGE>

(e)  Accounts for which the account  debtor has commenced a voluntary case under
     the federal  bankruptcy laws, as now constituted or hereafter  amended,  or
     made an assignment  for the benefit of creditors,  or a decree or order for
     relief has been  entered by a court  having  jurisdiction  over the account
     debtor in an  involuntary  case under the federal  bankruptcy  laws, as now
     constituted  or  hereafter   amended,   or  any  other  petition  or  other
     application for relief under the federal  bankruptcy laws has been filed by
     or against the account debtor, or Accounts for which the account debtor has
     filed a certificate of dissolution  under  applicable state law or shall be
     liquidated,  dissolved  or  wound-up,  or shall  authorize  or commence any
     action or proceeding for  dissolution,  winding-up or  liquidation,  or the
     account  debtor  has  failed,  suspended  business,  declared  itself to be
     insolvent,  is  generally  not paying  its debts as they  become due or has
     consented to or suffered a receiver, trustee, liquidator or custodian to be
     appointed  for it or for all or a  significant  portion  of its  assets  or
     affairs, unless the payment of Accounts from such account debtor is secured
     in a manner satisfactory to the Agent or, if the Accounts from such account
     debtor  arose  subsequent  to a decree or order for relief with  respect to
     such account debtor under the federal  bankruptcy laws, as now or hereafter
     in effect,  the Agent  shall have  determined  that the timely  payment and
     collection of such Accounts will not be impaired;                          $______________


(f)  Accounts  for  which  the  sale  is to an  account  debtor  outside  of the
     continental  United  States or Canada  (other than the Province of Quebec),
     unless the  account  debtor  thereon  has  supplied  the  Borrower  with an
     irrevocable  letter  of credit in form and  substance  satisfactory  to the
     Agent,  issued by a  financial  institution  satisfactory  to the Agent and
     which has been duly  transferred  to the Agent  (together  with  sufficient
     documentation to permit direct draws by the Agent);                        $______________


(g)  Accounts  for which the sale to the account  debtor is on a  bill-and-hold,
     guarantied sale, sale-and-return,  sale on approval or consignment basis or
     made pursuant to any other written  agreement  providing for  repurchase or
     return;                                                                    $______________


(h)  Accounts for which the Agent  determines in its Permitted  Discretion  that
     collection  of such  Accounts is uncertain or that such Accounts may not be
     paid  by  reason  of the  account  debtor's  financial  inability  to  pay;
                                                                                $______________


(i)  Accounts  for which the account  debtor is the United  States of America or
     any department, agency or instrumentality thereof, unless the Borrower duly
     assigns its rights to payment of such Accounts to the Agent pursuant to the
     Assignment of Claims Act of 1940, as amended (31 U.S.C.  ss. 3727 et seq.);
                                                                                $______________

<PAGE>

(j)  Accounts  for which the goods  giving rise to such  Accounts  have not been
     shipped and delivered to and accepted by the account debtor or the services
     giving rise to such  Accounts  have not been  performed by the Borrower and
     accepted by the account debtor or the Account  otherwise does not represent
     a final sale;                                                              $______________


(k)  Accounts  that  do not  comply  with  any  applicable  legal  requirements,
     including,  where  applicable,  the Federal Consumer Credit Protection Act,
     the Federal Truth in Lending Act and Regulation Z of the Board of Governors
     of the Federal Reserve System, in each case as amended;                    $______________


(l)  Accounts  in which the  Agent  does not have a valid  and  perfected  first
     priority security interest or Accounts that do not otherwise conform to the
     representations  and  warranties  contained in the Credit  Agreement or the
     other Credit Documents;                                                    $_______________


(m)  Accounts subject to any security deposit, progress payment or other similar
     advance  made by or for  the  benefit  of the  applicable  account  debtor;
                                                                                $______________


(n)  the portion of any  Accounts  that are subject to any  retainage or similar
     amount that the account debtor may hold back or retain pending  approval of
     the  Borrower's  performance  or any other  contingency,  but solely to the
     extent of such portion;                                                    $_______________


(o)  the portion of any Accounts that consist of finance or delinquency charges,
     but solely to the extent of such portion;                                  $______________


(p)  Accounts subject to any reserve established by the Borrower,  but solely to
     the extent of such reserve                                                 $______________

Eligible Accounts Receivable                                                    $______________

                                                                                $===============


</TABLE>

<PAGE>



<TABLE>
<S>                                                                          <C>

Inventory of the Borrower held for sale in the ordinary course (but not packing
or shipping materials or maintenance supplies), valued at the lower of cost or
market on a basis consistent with the Borrower's current and historical
accounting practice or as otherwise acceptable to the Agent                     $_______________

Less:

(a)  Inventory  not owned solely by the  Borrower or the Borrower  does not have
     good, valid and marketable title thereto;                                  $_______________

(b)  Inventory  not located on property  owned or leased by the Borrower or in a
     contract warehouse or other third party location, subject in each case to a
     Collateral   Access  Agreement   executed  by  the  lessor,   the  contract
     warehouseman  or the other third party,  as the case may be (together  with
     any related  filings or notices  required by the Agent),  and segregated or
     otherwise  separately  identifiable from goods of others, if any, stored on
     the premises;                                                              $_______________

(c)  Inventory  not subject to a perfected  first  priority Lien in favor of the
     Agent, except for Liens for unpaid rent or normal and customary warehousing
     and  common  carrier  charges  not more  than  thirty  (30)  days past due;
                                                                                $_______________

(d)  Inventory  not located in the  continental  United  States or Canada (other
     than Quebec);                                                              $_______________

(e)  Inventory  consisting  of goods  returned  or  rejected  by the  Borrower's
     customers  or goods in transit to third  parties  (other than to  warehouse
     sites covered by Collateral Access Agreements);                            $_______________

(f)  Inventory  consisting  of work in process  to the extent  that such work in
     process at any time exceeds $2,000,000;                                    $_______________

(g)  Inventory that is obsolete or slow moving, or does not otherwise conform to
     the  representations  and  warranties  contained  in the Credit  Documents;
                                                                                $_______________

(h)  Inventory held by the Borrower on consignment; or                          $_______________


(i)  Inventory  consisting  of tools or other  property held for rental to other
     Persons                                                                    $_______________

Eligible Inventory                                                              $===============


</TABLE>


<PAGE>






                                    EXHIBIT E
                                    ---------

                       FORM OF COLLATERAL ACCESS AGREEMENT
                       -----------------------------------

                            FLEET RETAIL FINANCE INC.
                                 40 Broad Street
                           Boston, Massachusetts 02109


To be delivered to the Landlord
signatory below

     Re: Financing of Wickes Inc.

Ladies and Gentlemen:

     We have been asked by Wickes  Inc.  (the  "Company")  to act as agent for a
syndicate of lenders under  certain  revolving  credit and term loan  facilities
provided to the  Company.  The  revolving  credit and term loan  facilities  are
secured by certain assets of the Company,  including the Company's Inventory (as
defined below). We understand that the Company leases certain real property (the
"Facility")  from you  pursuant  to a lease  agreement  (the  "Agreement").  The
address of the Facility is:

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

     In  connection  with loans made or to be made to the  Company,  the lenders
will be lending,  in part,  against the value of the  Company's  inventory  (the
"Company's Inventory"), including that portion of the Company's Inventory now or
in the future located at the Facility.  Therefore,  we will be making  customary
Uniform  Commercial  Code  filings on behalf of the lenders  with respect to the
Company's  Inventory  located at the  Facility.  In  addition,  we request  your
acknowledgment,  and  cooperation,  for  preserving  and  enforcing the lenders'
security interests. In order to expedite the consummation of the proposed credit
facilities,  we would appreciate your signing and returning the enclosed copy of
this letter to us, at the following address:

                  Fleet Retail Finance Inc.
                  40 Broad Street
                  Boston, Massachusetts 02109
                  Attention: Timothy Tobin
                  Telephone: (617) 434-4386

     By signing and  returning  the enclosed copy of this letter you confirm and
acknowledge the following matters to us:
<PAGE>

     1.   You will allow us, or our auditors or our other designees,  reasonable
          access to the Facility in order to inspect the Company's Inventory and
          verify the amount.  In addition,  if we elect to remove the  Company's
          Inventory from the Facility ourselves, you will grant us access to the
          Facility at reasonable times to do so.

     2.   In the event that the Company  defaults in its  obligations  under the
          Agreement and/or you terminate the Agreement for any reason, including
          a default by the  Company,  you will notify us in writing of this fact
          prior to your  retaking  possession of the Facility and you will allow
          us to either  (i)  undertake  to cure any and all  defaults  under the
          Agreement and assume the Company's obligations under the Agreement, or
          (ii) enter the  facility in order to remove the  Company's  Inventory,
          provided  that we pay you  reasonable  rent relating to the storage of
          the  Company's  Inventory  at the Facility for the period from when we
          enter the Facility  until we remove the Company's  Inventory  from the
          Facility.  In any case, you confirm and  acknowledge to us that you do
          not have any claim to or lien upon any of the Company's Inventory.

     We would  appreciate  your confirming to us your agreement to the foregoing
provisions of this letter by signing and returning to us the enclosed additional
copy of this letter to the address shown above.

                        [THIS SPACE INTENTIONALLY BLANK]


<PAGE>



     Although the Company is not a party to this agreement,  it has signed below
to indicate  its  acknowledgment  of and  agreement  to the  provisions  of this
letter.

                                    Very truly yours,

                                    FLEET RETAIL FINANCE INC.
                                    as Agent


                                    By _________________________________

                                    Name _______________________________

                                    Title ______________________________


ACKNOWLEDGED AND AGREED:

[LANDLORD]


By _________________________________

Name _______________________________

Title ______________________________

Landlord Name: _____________________

Address: ___________________________


ACKNOWLEDGED AND AGREED:

WICKES INC.

By _________________________________

Name _______________________________

Title ______________________________


<PAGE>






                                    EXHIBIT F
                                    ---------

                           FORM OF NOTICE OF BORROWING
                           ---------------------------


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


Fleet Retail Finance Inc., as Agent
40 Broad Street
Boston, Massachusetts 02109

Attention: Timothy Tobin

Ladies and Gentlemen:

     The undersigned,  Wickes Inc., a Delaware corporation ("Borrower"),  refers
to the Amended and  Restated  Credit  Agreement,  dated as of December 13, 2000,
among Borrower,  certain financial  institutions  parties thereto,  Fleet Retail
Finance  Inc.  as agent,  Fleet  National  Bank,  as issuing  bank,  and Bank of
America,  N.A., as  documentation  agent (the "Credit  Agreement").  Capitalized
terms used herein shall have the meanings given in the Credit Agreement.

     The  Borrower  hereby  gives you  irrevocable  notice of its  request for a
borrowing  of a  Revolving  Loan  under  the  Credit  Agreement  (the  "Proposed
Borrowing") as follows:

          (i)  The  requested  date of the Proposed  Borrowing  is  ___________,
               200__.

          (ii) The Type of Loans comprising the Proposed Borrowing are:

                    Base Rate Loans in the amount of $______________; or

                    Eurodollar  Rate Loans having an Interest  Period of _______
                    months in the amount of $_____________.

          (iii) The account at which  proceeds of the Proposed  Borrowing are to
          be made available is as follows:

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

<PAGE>

     The undersigned  hereby certifies that, except as described in Attachment I
hereto in connection  with a Proposed  Borrowing of Agent Advances under Section
2.2(b)(ii),  the following  statements are true on the date hereof,  and will be
true on the date of the Proposed Borrowing:

     (A)  the representations  and warranties  contained in the Credit Agreement
          and in each other document  executed in connection  therewith are true
          and correct in all material respects before and after giving effect to
          the  Proposed  Borrowing  and  to  the  application  of  the  proceeds
          therefrom, as though made on and as of such date, except to the extent
          that such representations and warranties expressly relate solely to an
          earlier date (in which case such  representations and warranties shall
          have been true and accurate on and as of such earlier date);

     (B)  no event has  occurred  and is  continuing,  or would result from such
          Proposed Borrowing or from the application of the proceeds  therefrom,
          which constitutes a Default or an Event of Default;

     (C)  no event has occurred which has had or could reasonably be expected to
          have a Material Adverse Effect;

     (D)  all of the other  conditions  to the Proposed  Borrowing  set forth in
          Article 5 of the Credit Agreement have been fulfilled; and

     (E)  the Proposed  Borrowing  satisfies  all  limitations  set forth in the
          Credit Agreement  (including,  without limitation,  availability under
          the Borrowing Base).

     If  notice  of  this  Proposed  Borrowing  has  been  given  previously  by
telephone, this notice should be considered a written confirmation.

                                   WICKES INC.


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________


<PAGE>






                                    EXHIBIT G
                                    ---------

                                     FORM OF
                                     -------
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------

     This ASSIGNMENT AND ASSUMPTION  AGREEMENT (the "Assignment and Assumption")
is to be effectuated by the completion and execution of the Assignment Execution
Form attached  hereto. A copy of the terms of the Assignment and Assumption does
not need to be physically attached to the Assignment  Execution Form, but rather
these  terms  are  incorporated  therein  by  reference.  Terms  defined  in the
Assignment  Execution Form (or in the Credit  Agreement  described  therein) are
used herein as therein defined.

     The Assignor and the Assignee agree as follows:

     1.   Assignment; Effect of Certain Dates.
          ------------------------------------

     For value received, without recourse, representation or warranty (except as
expressly set forth herein) the Assignor sells and assigns to the Assignee,  and
the Assignee  purchases  and assumes from the  Assignor,  all of the  Assignor's
right, title and interest in and to, and all of the Assignor's  obligations with
respect to, the Assigned Share under the Credit Agreement. On the date the Agent
has  confirmed by telecopy to the  Assignor  that the Agent has received a fully
completed Assignment Execution Form signed by the Assignor and the Assignee (the
"Contract  Date"),  the  obligations of the Assignor and the Assignee  hereunder
shall be  irrevocable  as  between  themselves  unless  and until a party  whose
consent  hereto is required by the Credit  Agreement (a "Required  Party") gives
written  notice  (as  provided  in this  paragraph)  to the  Assignor  that such
Required  Party's  consent  will  not be  given.  Upon  its  receipt  of a fully
completed Assignment Execution Form signed by the Assignor and the Assignee, the
Agent will send a copy of such Assignment Execution Form to each Required Party,
and will  request  each  Required  Party  either (i) to execute  the  Assignment
Execution  Form and  redeliver  it to the Agent or (ii) to  notify  the Agent in
writing that it will not execute the Assignment  Execution  Form, in either case
prior to 12:00 noon (Boston  time) on the Business Day which is two (2) Business
Days prior to the Settlement Date (as defined in Section 9 hereof). Any Required
Party which has not delivered to the Agent an executed Assignment Execution Form
by such time will be deemed not to have  consented to the  Assignment  Execution
Form and this  Assignment  and  Assumption  will  thereupon be null and void; in
addition, the Agent will promptly notify the Assignor and the Assignee if it has
received a notice from a Required Party that such Required  Party's consent will
not be given,  and this  Assignment and Assumption  will  thereafter be null and
void.  Once a Required  Party has evidenced its consent by delivery to the Agent
of its executed  Assignment  Execution  Form, such consent may not be withdrawn,
and upon  execution  and delivery by all  Required  Parties,  it is  irrevocably
agreed  that  this  Assignment  and  Assumption  will  become  effective  on the
Settlement  Date and the Agent will change its books and records to reflect this
Assignment  and  Assumption.  No (i)  failure  of any  party  to  settle  on the
Settlement Date any amount owed hereunder,  (ii) dispute respecting  settlement,
or (iii)  bankruptcy,  insolvency or other condition  whatsoever  respecting any
person shall in any way impair,  reduce or otherwise  affect the transfer of the
Assigned Share to the Assignee, and the release of the Assignor, as contemplated
by this Assignment and Assumption.

     2.   Rights and Obligations of Assignee; Release of Assignor.
          --------------------------------------------------------


     From and after the  Settlement  Date, the Assignee shall be entitled to all
rights,  powers  and  privileges  of,  and shall  perform  all of the duties and
obligations of, the Assignor under the Credit Agreement and all related

<PAGE>

documents, to the extent of the Assigned Share, including without limitation (i)
the right to receive  all  payments in respect of the  Assigned  Share which are
unpaid on the  Settlement  Date or become  payable from and after the Settlement
Date, whether on account of principal,  interest,  fees, indemnities,  increased
costs,  additional amounts or otherwise,  (ii) the right to vote and to instruct
the Agent under the Credit Agreement to the extent of the Assigned Share,  (iii)
the right to set off and to appropriate  and apply deposits of the Borrower (and
any other obligor) as set forth in the Credit Agreement or any related document,
(iv) the right to receive notices,  requests,  demands and other  communications
from the Agent,  the Borrower  and/or any other party  required to give notices,
requests,  demands  or  other  communications,  (v) the  obligation  to fund all
payments  required to be made by a lender  holding the Assigned  Share [and (vi)
                                                                        -------
the  obligation  to  provide  to the Agent any  withholding  tax forms and other
--------------------------------------------------------------------------------
information  prescribed  by the Internal  Revenue  Service of the United  States
--------------------------------------------------------------------------------
certifying as to the  Assignee's  status for purposes of  determining  exemption
--------------------------------------------------------------------------------
from United States  withholding taxes with respect to all payments to be made to
--------------------------------------------------------------------------------
the Assignee under the Credit Agreement or such other documents as are necessary
--------------------------------------------------------------------------------
to indicate  that all such  payments are subject to such rates at a rate reduced
--------------------------------------------------------------------------------
by an  applicable  tax  treaty.]5  The Assignor will deliver to the Assignee any
-------------------------------
notice of borrowing  received by the Assignor on or after the Contract  Date but
before the Settlement  Date if the borrowing date specified in such notice is on
or after the Settlement  Date. From and after the Settlement  Date, the Assignor
shall be released from all duties and obligations under the Credit Agreement and
all related documents to the extent of the Assigned Share.

     3.   Representations and Warranties of Assignor.
          -------------------------------------------


     The  Assignor  (a)  represents  and  warrants  that  it is  the  legal  and
beneficial owner of the Assigned Share, and that such Assigned Share is free and
clear  of any  adverse  claim;  and  (b)  except  for  the  representations  and
warranties   in  subclause   (a)  above  and  in  Section  4  below,   makes  no
representation  or warranty and assumes no responsibility  whatsoever  regarding
the assignment affected hereby, including,  without limitation,  with respect to
any statements,  warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document  furnished pursuant thereto
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the Credit Agreement or any other  instrument or document  furnished
pursuant thereto, or the financial  condition of the Borrower,  any guarantor or
any other  person,  or the  performance  or  observance  by the  Borrower or any
guarantor  or  any  other  party  of any of its  obligations  under  the  Credit
Agreement or any other instrument or document furnished pursuant thereto.

     4.   Mutual Representations and Warranties.
          --------------------------------------



     Each of the Assignor and the Assignee represents and warrants to the other
party as of the Contract Date and the Settlement Date as follows:

          (a)  it is duly organized and validly  existing and has full power and
               authority,  and has taken or will take all action  necessary,  to
               execute and deliver the Assignment  Execution Form and to fulfill
               its  obligations   under,  and  to  consummate  the  transactions
               contemplated by, this Assignment and Assumption;

          (b)  the  making  and   performance  by  it  of  this  Assignment  and
               Assumption  do not and will not violate any law or  regulation of

<PAGE>

               the  jurisdiction  of  its  incorporation  or  any  other  law or
               regulation  applicable  to it;  provided that neither party makes
               any  representation or warranty  respecting the Securities Act of
               1933, as amended;

          (c)  the  Assignment   Execution  Form  has  been  duly  executed  and
               delivered  by it and  constitutes  its legal,  valid and  binding
               obligation,  enforceable in accordance with its terms,  except as
               limited by (i)  bankruptcy,  insolvency or similar laws affecting
               the  enforcement of creditors  rights  generally and (ii) general
               equitable principles; and

          (d)  all  approvals,  authorizations  or other  actions by, or filings
               with,  any  governmental  authority,  if any,  necessary  for the
               validity  or   enforceability   of  its  obligations  under  this
               Assignment  and  Assumption  have been obtained or taken,  as the
               case may be.

     5.   Representations and Warranties of Assignee.
          -------------------------------------------


          (a)  The  Assignee  (i)  confirms  that it has  received a copy of the
               Credit  Agreement,  any  amendments or waivers  thereto and other
               instruments  or documents  furnished  pursuant  thereto,  and any
               related documents,  which have in each case been requested by it,
               together with copies of any financial statements requested by it,
               and  that it  has,  independently  and  without  reliance  on the
               Assignor,  the  Agent  or any  other  lender  and  based  on such
               documents and information as it has deemed appropriate,  made its
               own credit  analysis and  decision to enter into this  Assignment
               and  Assumption;  (ii)  agrees  that it will,  independently  and
               without reliance upon the Assignor, the 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
               decisions  in  taking  or not  taking  action  under  the  Credit
               Agreement  and  any  other  instruments  or  documents  furnished
               pursuant  thereto,  and any related  documents;  (iii) represents
               that it is eligible to become an assignee of the  Assigned  Share
               pursuant  to the terms,  if any,  of the Credit  Agreement  which
               limit assignees to persons having  specified  characteristics  or
               falling  within certain  classes;  and (iv) appoints the Agent to
               act in the capacity set forth in the Credit Agreement.

          (b)  If the Assignee is a person  subject to the  Employee  Retirement
               Income Security Act of 1974, as amended  ("ERISA"),  the Assignee
               represents  and  warrants  that  the   execution,   delivery  and
               performance of this Assignment and  Assumption,  and the purchase
               of  the  Assigned   Share,   will  not  involve  any   prohibited
               transaction within the meaning of Section 406 of ERISA or Section
               4975 of the  Internal  Revenue  Code of  1986,  as  amended  (the
               "Code"),  other than a prohibited transaction which is covered by
               a  currently  effective  class  exemption  granted  by  the  U.S.
               Department  of Labor  pursuant  to  Section  408(a)  of ERISA and
               Section 4975(c)(2) of the Code.

     6.   Single Net Payment.
          -------------------

     Unless the Assignor and Assignee agree otherwise,  on the Settlement Date a
single,  net, final payment shall be made,  which shall be in an amount mutually
agreed upon by the  Assignor  and the  Assignee,  taking  into  account the then
outstanding principal amount, if any, of the Assigned Share, any fees payable to
or by the  Assignee,  and all accrued fees,  interest and other amounts  payable
under the Credit Agreement or any related documents.

     7.   Governing Law.
          --------------

<PAGE>

     THIS  ASSIGNMENT  AND  ASSUMPTION  SHALL BE GOVERNED  BY, AND  CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

     8.   Counterparts; Amendments; Binding Effect.
          -----------------------------------------


     The Assignment Execution Form may be executed in any number of counterparts
and by  different  parties  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.  The terms hereof may not be amended
or modified except in a writing  executed by the Assignor,  the Assignee and, in
the case of any change other than a change in the Settlement  Date, all Required
Parties.  Any  change  in the  Settlement  Date to an  earlier  date  than  that
specified  on the  Assignment  Execution  Form shall  require the consent of the
Agent and any  Required  Party.  The terms  hereof  shall  bind and inure to the
benefit  of and be  enforceable  by the  parties  executing  (or  deemed to have
consented to) the Assignment Execution Form and their respective  successors and
permitted assigns.

     9.   Schedule of Dates.
          -----------------

     Unless  otherwise  agreed to by the parties and specified on the Assignment
Execution Form, the following schedule will apply, as appropriate:
<TABLE>
<CAPTION>
<S>                             <C>                                           <C>


                                            Consent of Borrower                         Consent of Agent
                                       and/or Other Parties Required                      Only Required
                                       -----------------------------                      -------------

Contract Date                   Date Agent acknowledges receipt (by facsimile   Date Agent acknowledges receipt (by
                                transmission) of executed  Assignment Form by   facsimile transmission) of executed
                                both Assignor and Assignee                      Assignment Execution Form by both
                                                                                Assignor and Assignee


Settlement Date                 5 Business Days after Contract Date             3 Business Days after Contract Date

</TABLE>

     10.  Waiver of Jury Trial.
          ---------------------

     THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED UPON
CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND
ASSUMPTION,  OR THE ACTIONS OF EITHER OF THEM IN THE  PERFORMANCE OR ENFORCEMENT
THEREOF.

     11. Effectiveness of Notices.
         -------------------------

     Notices  required to be given and other documents  required to be delivered
pursuant to the terms hereof shall be deemed  given or delivered  when  actually
received  unless sent by  facsimile  transmission,  in which case such notice or
other document  shall be deemed given or delivered when sent (as  established by
sender's facsimile transmission machine printout or similar mechanical record).

                       [ASSIGNMENT EXECUTION FORM FOLLOWS]


<PAGE>



                            ASSIGNMENT EXECUTION FORM
                            -------------------------

     This Assignment  Execution Form  incorporates by reference all of the terms
and conditions of the Assignment and Assumption  Agreement  which is attached as
an Exhibit to the Credit Agreement described below. By executing this Assignment
Execution  Form,  and pursuant to the terms of such  Assignment  and  Assumption
Agreement,  the  Assignor  sells and assigns to the  Assignee,  and the Assignee
purchases  and  assumes  from  the  Assignor,  in each  case  without  recourse,
representation or warranty (except as set forth in the Assignment and Assumption
Agreement),  all of the Assignor's right,  title and interest in and to, and all
of the Assignor's obligations with respect to, the Assigned Share (as calculated
herein),  and the Assignor is released from such  obligations.  The terms of the
Assignment  and  Assumption  Agreement do not need to be physically  attached to
this Assignment Execution Form.

          1.   Credit Agreement:

               Title:                    Amended and Restated Credit Agreement
               Date:                     December 13, 2000
               Name of Borrower:         Wickes Inc.
               Name of Agent:            Fleet Retail Finance Inc.

          2.   Name of Assignor:

          3.   Name and Notice Address/Facsimile of Assignee:

          4.   Contract Date:  ________________,  ____.  _______________ Agent's
               Confirmation of Receipt.

     (The Agent must enter the date of delivery to it of this Assignment
Execution Form, executed by Assignor and Assignee, and MUST INITIAL AND RETURN A
COPY OF THIS PAGE TO ASSIGNOR.)

          5.   Settlement Date: ________________, ____.

     (Select the date payment is to be made;  unless a different date is written
here, the  Settlement  Date will be 3 Business Days (5 Business Days if Borrower
and/or  other  parties'  consent  is  required)  after the  Contract  Date.) The
Settlement  Date may not be earlier  than the date  specified  in the  preceding
sentence  unless the Required  Parties and the Agent  consent in writing to such
earlier date.)


<PAGE>



                                   Schedule I
                                   ----------
                             Attached to Assignment
                             ----------------------
                             Execution Form executed
                             -----------------------
                     by _______________________, as Assignor
                   and __________________________, as Assignee


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

Percentage of Total Commitment (including both Revolving Commitment and Term             _____%
Loan Commitment) to be assumed by Assignee (the "Assigned Share")

Principal Amount to be paid for Assigned Share                                      $______________

[Portion of Interest to be retained by Assignor                                               _____ of 1% per annum]

[Portion of _________________ Fee to be retained by Assignor                                  _____ of 1% per annum]

[Upfront Fee to be paid to Assignee                                                 $_______________]

Processing and Recordation Fee to be paid by Assignee                               $_______________
</TABLE>

     Any portion of interest or fees retained by the Assignor will be payable by
the  Assignee to the  Assignor on the day on which the  applicable  interest and
fees are paid under the Credit Agreement.  The Assignee shall not be relieved of
its obligation to pay such amounts if the Assignee  transfers the Assigned Share
to  another  party  unless  the  Assignor  executes  an  agreement  specifically
releasing the Assignee from its obligations hereunder.

                                    ASSIGNOR:


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________


                                    ASSIGNEE:


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________

<PAGE>

Consent of Borrower (if required)

WICKES INC.



By _________________________________

Name _______________________________

Title ________________________________


<PAGE>






                                    EXHIBIT H
                                    ---------

                         FORM OF NOTICE OF CONTINUATION
                         ------------------------------


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


Fleet Retail Finance Inc., as Agent
40 Broad Street
Boston, Massachusetts 02109

Attention: Timothy Tobin

Ladies and Gentlemen:

     The undersigned,  Wickes Inc., a Delaware corporation ("Borrower"),  refers
to the Amended and  Restated  Credit  Agreement,  dated as of December 13, 2000,
among Borrower,  certain financial  institutions  parties thereto,  Fleet Retail
Finance  Inc., as agent,  Fleet  National  Bank,  as issuing  bank,  and Bank of
America,  N.A., as  documentation  agent (the "Credit  Agreement").  Capitalized
terms used herein shall have the meanings given in the Credit Agreement.

     The  Borrower  hereby  gives you  irrevocable  notice  that it  requests  a
Continuation of Eurodollar Rate Loans under the Credit  Agreement (the "Proposed
Continuation") as follows:

          (i)  The amount of Eurodollar Rate Loans, the last day of each current
               Interest  Period  and  proposed  new  Interest  Period  for  each
               Eurodollar Rate Loan covered by this request are as follows:

                                            Date of Proposed       Proposed New
Revolving or Term Loan     Amount of Loan     Continuation       Interest Period
----------------------     --------------     ------------       ---------------


          (ii) The  aggregate  amount of  Eurodollar  Rate Loans subject to such
               Continuation is $_______________.

     The undersigned hereby certifies that the following  statements are true on
the date hereof, and will be true on the date of the Proposed Continuation:

     (A)  the representations  and warranties  contained in the Credit Agreement
          and in each other document  executed in connection  therewith are true
          and correct in all material respects before and after giving effect to
          the  Proposed  Continuation,  as though  made on and as of such  date,
          except  to  the  extent  that  such   representations  and  warranties
          expressly  relate  solely  to an  earlier  date (in  which  case  such
          representations  and  warranties  shall have been true and accurate on
          and as of such earlier date);

     (B)  no event has  occurred  and is  continuing,  or would result from such
          Proposed  Continuation,  which  constitutes  a Default  or an Event of
          Default;

     (C)  no event has occurred which has had or could reasonably be expected to
          have a Material Adverse Effect; and
<PAGE>

     (D)  the Proposed Continuation satisfies all conditions and limitations set
          forth  in  the  Credit  Agreement   (including,   without  limitation,
          availability under the Borrowing Base).

     If  notice of this  Proposed  Continuation  has been  given  previously  by
telephone, then this notice should be considered a written confirmation.

                                   WICKES INC.


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________



<PAGE>






                                    EXHIBIT I
                                    ---------

                          FORM OF NOTICE OF CONVERSION
                          ----------------------------


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


Fleet Retail Finance, Inc., as Agent
40 Broad Street
Boston, Massachusetts 02109

Attention: Timothy Tobin

Ladies and Gentlemen:

     The undersigned,  Wickes Inc., a Delaware corporation ("Borrower"),  refers
to the Amended and  Restated  Credit  Agreement,  dated as of December 13, 2000,
among Borrower,  certain financial  institutions  parties thereto,  Fleet Retail
Finance  Inc., as agent,  Fleet  National  Bank,  as issuing  bank,  and Bank of
America,  N.A., as  documentation  agent (the "Credit  Agreement").  Capitalized
terms  used  herein  shall  have the  meanings  given  such  terms in the Credit
Agreement.

     The  Borrower  hereby  gives you  irrevocable  notice  that it  requests  a
Conversion  of Loans of one Type into  Loans of  another  Type  under the Credit
Agreement (a "Proposed Conversion") as follows:

     Conversion of Eurodollar Rate Loans to Base Rate Loans
     ------------------------------------------------------

     The  amount of Loans and the last day of the  current  Interest  Period for
Eurodollar Rate Loans for which Borrower requests  Conversion to Base Rate Loans
are as follows:

     Revolving or Term Loan    Amount of Loan     End of Current Interest Period
     ----------------------    --------------     ------------------------------


     Conversion of Base Rate Loans to Eurodollar Rate Loans
     ------------------------------------------------------

     The amount of Loans, the date of the Proposed Conversion,  and the proposed
Interest  Period  for each  Base  Rate  Loan for  which  the  Borrower  requests
Conversion to a Eurodollar Rate Loan are as follows:

Revolving or Term Loan  Amount of Loan  Date of Proposed  Conversion  Proposed
----------------------  --------------  ----------------------------  ---------
New Interest Period
-------------------


     The undersigned hereby certifies that the following  statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing:
<PAGE>

     (A)  the representations  and warranties  contained in the Credit Agreement
          and in each other document  executed in connection  therewith are true
          and correct in all material respects before and after giving effect to
          the Proposed Conversion, as though made on and as of such date, except
          to the  extent  that such  representations  and  warranties  expressly
          relate  solely to an earlier date (in which case such  representations
          and  warranties  shall have been true and  accurate  on and as of such
          earlier date);

     (B)  no event has  occurred  and is  continuing,  or would result from such
          Proposed  Conversion,  which  constitutes  a  Default  or an  Event of
          Default; and

     (C)  no event has occurred which has had or could reasonably be expected to
          have a Material Adverse Effect;

     (D)  the Proposed  Conversion  satisfies all conditions and limitations set
          forth in the Credit Agreement.

     If  notice  of this  Proposed  Conversion  has  been  given  previously  by
telephone, then this notice should be considered a written confirmation.

                                   WICKES INC.


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________



<PAGE>






                                    EXHIBIT J
                                    ---------

                               AUTHORIZED OFFICERS
                               -------------------

     Reference is made to the Amended and Restated Credit  Agreement dated as of
December 13, 2000 among  Wickes Inc.,  certain  financial  institutions  parties
thereto,  Fleet Retail  Finance Inc., as agent,  Fleet National Bank, as issuing
bank,  and  Bank  of  America,   N.A.,  as  documentation  agent,  (the  "Credit
Agreement").

     The following is a list of officers of Wickes Inc.  that are  authorized to
request  Revolving  Loans under the Credit  Agreement,  together with a specimen
signature of each such officer:

                  Name                   Signature                 Title
                  ----                   ---------                 -----

                  James A. Hopwood                          President - Finance
                  David T. Krawczyk                         President
                  Darold Weidman                            Assistant Secretary

                                                            Very truly yours,

                                   WICKES INC.


                                   By _________________________________

                                   Name _______________________________

                                   Title ______________________________


<PAGE>






                                    EXHIBIT K
                                    ---------

                            BLOCKED ACCOUNT AGREEMENT
                            -------------------------


                                  See Attached


<PAGE>






                                    EXHIBIT L
                                    ---------

                         CONCENTRATION ACCOUNT AGREEMENT
                         -------------------------------

                                  See Attached



<PAGE>




                                   SCHEDULE A
                                   ----------

                             Closing Documents List
                             ----------------------


                                  See Attached


<PAGE>



                                   SCHEDULE B
                                   ----------

                               Disclosure Schedule
                               -------------------


                                  See Attached







603963.8

--------
1 To be used for replacement Revolving Notes.
2 To be used for replacement Revolving Notes.
3 Attachment 1 must describe in detail the nature of the condition or event, the
period during which it has existed and the action the Borrower proposes to take
or has taken with respect thereto.
4 Attachment 2 must describe in detail theexceptions, if any, to the statements
contained in paragraphs (e)(i) through (e)(vii) of the Certificate.
5 If the Assignee is organized under the laws of a jurisdiction outside the US