<PAGE>   1
                                                                     Exhibit 4.1



                           LOAN AND SECURITY AGREEMENT

                                       FOR

                         SENIOR SECURED CREDIT FACILITY

                                  BY AND AMONG


                         IBJ WHITEHALL RETAIL FINANCE, A
              DIVISION OF IBJ WHITEHALL BUSINESS CREDIT CORPORATION
             Administrative Agent for the Lenders referenced herein


                         IBJ WHITEHALL RETAIL FINANCE, A
              DIVISION OF IBJ WHITEHALL BUSINESS CREDIT CORPORATION
               Collateral Agent for the Lenders referenced herein


                         IBJ WHITEHALL RETAIL FINANCE, A
              DIVISION OF IBJ WHITEHALL BUSINESS CREDIT CORPORATION
                               A Tranche A Lender

                              WINGATE CAPITAL LTD.
                              The Tranche B Lender

                               THE PROVIDENT BANK
                                  Agent for the
                       Tranche C Lenders referenced herein

                   THE PROVIDENT BANK AND NATIONAL CITY BANK,
                             Each a Tranche C Lender

                               MAZEL STORES, INC.
                        A Borrower and the Lead Borrower
       For Odd-Job Acquisition Corp., Odd Job Trading Corp., ZS Peddler's
                       Mart, Inc., HIA Trading Associates



                           DATED AS OF AUGUST 21, 2001




<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
                  ARTICLE I. - DEFINITIONS:.......................................................................2
                  ARTICLE II. - THE WORKING CAPITAL LOANS........................................................33
   2.1   ESTABLISHMENT OF WORKING CAPITAL LOANS..................................................................33
   2.2   ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS)........................................................36
   2.3   RISKS OF VALUE OF COLLATERAL............................................................................37
   2.4   COMMITMENT TO MAKE TRANCHE A LOANS AND SUPPORT LETTERS OF CREDIT........................................37
   2.5   TRANCHE A LOAN REQUESTS.................................................................................37
   2.6   MAKING OF TRANCHE A LOANS...............................................................................39
   2.7   SWINGLINE LOANS.........................................................................................40
   2.8   THE LOAN ACCOUNT........................................................................................40
   2.9   THE NOTES...............................................................................................41
   2.10  PAYMENT OF THE WORKING CAPITAL LOANS....................................................................42
   2.11  INTEREST ON WORKING CAPITAL LOANS.......................................................................45
   2.12  INTENTIONALLY LEFT BLANK................................................................................48
   2.13  COMMITMENT FEES; TRANCHE B ANNIVERSARY FEE; TRANCHE C ANNIVERSARY FEE...................................48
   2.14  ADMINISTRATIVE AGENT'S FEE..............................................................................48
   2.15  MONITORING FEE..........................................................................................48
   2.16  UNUSED LINE FEE.........................................................................................49
   2.17  EARLY TERMINATION.......................................................................................49
   2.18  CONCERNING FEES.........................................................................................49
   2.19  DISCRETION OF AGENTS AND LENDERS........................................................................50
   2.20  PROCEDURES FOR ISSUANCE OF L/C'S........................................................................50
   2.21  FEES FOR L/C'S..........................................................................................51
   2.22  CONCERNING L/C'S........................................................................................53
   2.23  CHANGED CIRCUMSTANCES...................................................................................54
   2.24  LENDERS' COMMITMENTS....................................................................................55
   2.25  DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT........................................................56
                  ARTICLE III. - - CONDITIONS PRECEDENT:.........................................................57
   3.1   CORPORATE DUE DILIGENCE.................................................................................57
   3.2   OPINION. 57
   3.3   OFFICERS' CERTIFICATES..................................................................................58
   3.4   ADDITIONAL DOCUMENTS....................................................................................58
   3.5   REPRESENTATIONS AND WARRANTIES..........................................................................58
   3.6   MINIMUM DAY ONE AVAILABILITY............................................................................58
   3.7   ALL FEES AND EXPENSES PAID..............................................................................58
   3.8   NO SUSPENSION EVENT.....................................................................................59
   3.9   NO ADVERSE CHANGE.......................................................................................59
   3.10  INTENTIONALLY OMITTED...................................................................................59
   3.11  DUE DILIGENCE...........................................................................................59
</TABLE>

                                       i


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<TABLE>

<S>                                                                                                             <C>
   3.12  LEGAL DUE DILIGENCE.....................................................................................59
   3.13  CLOSING DATE............................................................................................59
                  ARTICLE IV. - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:...............................60
   4.1   PAYMENT AND PERFORMANCE OF LIABILITIES..................................................................60
   4.2   DUE ORGANIZATION. CORPORATE AUTHORIZATION. NO CONFLICTS.................................................60
   4.3   TRADE NAMES.............................................................................................61
   4.4   INFRASTRUCTURE..........................................................................................62
   4.5   INTENTIONALLY DELETED...................................................................................62
   4.6   LOCATIONS...............................................................................................62
   4.7   TITLE TO ASSETS.........................................................................................64
   4.8   INDEBTEDNESS............................................................................................65
   4.9   INSURANCE...............................................................................................65
   4.10  LICENSES................................................................................................66
   4.11  LEASES.  66
   4.12  REQUIREMENTS OF LAW.....................................................................................67
   4.13  LABOR RELATIONS.........................................................................................67
   4.14  MAINTAIN PROPERTIES.....................................................................................68
   4.15  TAXES.   68
   4.16  NO MARGIN STOCK.........................................................................................70
   4.17  ERISA.   70
   4.18  HAZARDOUS MATERIALS.....................................................................................70
   4.19  LITIGATION..............................................................................................71
   4.20  DIVIDENDS; INVESTMENTS; CORPORATE ACTION................................................................71
   4.21  LOANS.   72
   4.22  PROTECTION OF ASSETS....................................................................................72
   4.23  LINE OF BUSINESS........................................................................................72
   4.24  AFFILIATE TRANSACTIONS..................................................................................73
   4.25  FURTHER ASSURANCES......................................................................................73
   4.26  ADEQUACY OF DISCLOSURE..................................................................................74
   4.27  NO RESTRICTIONS ON LIABILITIES..........................................................................74
   4.28  OTHER COVENANTS.........................................................................................74
                  ARTICLE V. - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:....................................75
   5.1   MAINTAIN RECORDS........................................................................................75
   5.2   ACCESS TO RECORDS.......................................................................................75
   5.3   IMMEDIATE NOTICE TO AGENTS..............................................................................76
   5.4   BORROWING BASE CERTIFICATE..............................................................................77
   5.5   WEEKLY REPORTS..........................................................................................78
   5.6   MONTHLY REPORTS.........................................................................................78
   5.7   QUARTERLY REPORTS.......................................................................................80
   5.8   ANNUAL REPORTS..........................................................................................80
   5.9   OFFICERS' CERTIFICATES..................................................................................81
   5.10  INVENTORIES, APPRAISALS, AND AUDITS.....................................................................82
   5.11  ADDITIONAL FINANCIAL INFORMATION........................................................................83
</TABLE>


                                       ii
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<TABLE>

<S>                                                                                                             <C>
   5.12  FINANCIAL PERFORMANCE COVENANTS.........................................................................84
                  ARTICLE VI. - USE AND COLLECTION OF COLLATERAL:................................................84
   6.1   USE OF INVENTORY COLLATERAL.............................................................................84
   6.2   INVENTORY QUALITY.......................................................................................85
   6.3   ADJUSTMENTS AND ALLOWANCES..............................................................................85
   6.4   VALIDITY OF ACCOUNTS....................................................................................85
   6.5   NOTIFICATION TO ACCOUNT DEBTORS.........................................................................86
                  ARTICLE VII. - CASH MANAGEMENT; PAYMENT OF LIABILITIES:........................................86
   7.1   DEPOSITORY ACCOUNTS.....................................................................................86
   7.2   CREDIT CARD RECEIPTS....................................................................................87
   7.3   THE CONCENTRATION, BLOCKED, AND DISBURSEMENT ACCOUNTS...................................................87
   7.4   PROCEEDS AND COLLECTION OF ACCOUNTS.....................................................................88
   7.5   PAYMENT OF LIABILITIES..................................................................................89
   7.6   THE DISBURSEMENT ACCOUNT................................................................................90
                  ARTICLE VIII. - GRANT OF SECURITY INTEREST:....................................................90
   8.1   GRANT OF SECURITY INTEREST..............................................................................90
   8.2   EXTENT AND DURATION OF SECURITY INTEREST................................................................91
   8.3   PERFECTION OF SECURITY INTERESTS........................................................................92
         --------------------------------
                  ARTICLE IX. - COLLATERAL AGENT AS BORROWERS' ATTORNEY-IN-FACT:.................................95
   9.1   APPOINTMENT AS ATTORNEY-IN-FACT.........................................................................95
   9.2   NO OBLIGATION TO ACT....................................................................................96
                  ARTICLE X. - EVENTS OF DEFAULT:................................................................96
   10.1  FAILURE TO PAY WORKING CAPITAL LOANS....................................................................96
   10.2  FAILURE TO MAKE OTHER PAYMENTS..........................................................................96
   10.3  FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE PERIOD)..............................................97
   10.4  FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD).................................................97
   10.5  MISREPRESENTATION.......................................................................................98
   10.6  ACCELERATION OF OTHER DEBT. BREACH OF LEASE.............................................................98
   10.7  DEFAULT UNDER OTHER AGREEMENTS..........................................................................98
   10.8  UNINSURED CASUALTY LOSS.................................................................................99
   10.9  ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS.............................................................99
   10.10 BUSINESS FAILURE........................................................................................99
   10.11 BANKRUPTCY.............................................................................................100
   10.12 INDICTMENT - FORFEITURE................................................................................100
   10.13 DEFAULT BY GUARANTOR...................................................................................100
   10.14 CHALLENGE TO LOAN DOCUMENTS............................................................................100
   10.15 CHANGE IN CONTROL......................................................................................101
                  ARTICLE XI. - RIGHTS AND REMEDIES UPON DEFAULT:...............................................101
   11.1  RIGHTS OF ENFORCEMENT..................................................................................101
   11.2  SALE OF COLLATERAL.....................................................................................102
   11.3  OCCUPATION OF BUSINESS LOCATION........................................................................103
   11.4  GRANT OF NONEXCLUSIVE LICENSE..........................................................................103
   11.5  ASSEMBLY OF COLLATERAL.................................................................................103
   11.6  RIGHTS AND REMEDIES....................................................................................103
</TABLE>

                                      iii

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<TABLE>

<S>                                                                                                            <C>
   11.7  COLLATERAL AGENTS MANAGEMENT OF COLLATERAL:............................................................104
   11.8  MARSHALING.............................................................................................104
   11.9  BANKRUPTCY FINANCING...................................................................................104
                  ARTICLE XII. - NOTICES:.......................................................................105
   12.1  NOTICE ADDRESSES.......................................................................................105
   12.2  NOTICE GIVEN...........................................................................................108
                  ARTICLE XIII. - TERM:.........................................................................108
   13.1  TERMINATION OF TRANCHE A REVOLVING CREDIT..............................................................108
   13.2  ACTIONS ON TERMINATION.................................................................................108
                  ARTICLE XIV. - GENERAL:.......................................................................109
   14.1  PROTECTION OF COLLATERAL...............................................................................109
   14.2  PUBLICITY..............................................................................................109
   14.3  SUCCESSORS AND ASSIGNS.................................................................................109
   14.4  SEVERABILITY...........................................................................................110
   14.5  AMENDMENTS; COURSE OF DEALING..........................................................................110
   14.6  POWER OF ATTORNEY......................................................................................110
   14.7  APPLICATION OF PROCEEDS................................................................................111
   14.8  INCREASED COSTS........................................................................................111
   14.9  COSTS AND EXPENSES OF THE AGENTS.......................................................................112
   14.10 COPIES AND FACSIMILES..................................................................................112
   14.11 MASSACHUSETTS LAW......................................................................................112
   14.12 CONSENT TO JURISDICTION................................................................................113
   14.13 INDEMNIFICATION........................................................................................113
   14.14 RULES OF CONSTRUCTION..................................................................................114
   14.15 INTENT.  115
   14.16 PARTICIPATIONS.........................................................................................116
   14.17 RIGHT OF SET-OFF.......................................................................................116
   14.18 PLEDGES TO FEDERAL RESERVE BANKS.......................................................................116
   14.19 MAXIMUM INTEREST RATE..................................................................................117
   14.20 WAIVERS. 117
   14.21 JOINT BORROWER PROVISIONS..............................................................................118
   14.22 COUNTERPARTS...........................................................................................122
</TABLE>



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                                    EXHIBITS

                  2.7     :        SwingLine Note
                  2.9(b)  :        Tranche B Note
                  2.9(c)  :        Tranche C Note
                  2.21    :        L/C Fee Schedule
                  2.24    :        Tranche A Lenders' Commitments
                  3.4     :        Closing Agenda
                  4.2     :        Affiliates
                  4.3     :        Trade Names
                  4.6     :        Locations, Leases, and Landlords
                  4.7(a)  :        Encumbrances
                  4.7(d)  :        Third Party Locations
                  4.7(e)  :        Custom Brokers and Carriers
                  4.8     :        Indebtedness
                  4.9     :        Insurance Policies
                  4.11    :        Capital Leases
                  4.13    :        Labor Relations
                  4.15    :        Taxes
                  4.19    :        Litigation
                  5.4     :        Borrowing Base Certificate
                  5.9     :        Officer's Compliance Certificate

                                      v

<PAGE>   7


                  5.12    :        Financial Performance Covenants
                  7.1     :        DDA's
                  7.2     :        Credit Card Arrangements
                  8.3(b)  :        Chattel Paper
                  8.3(d)  :        Investment Property
                  8.3(e)  :        Letters of Credit and Banker's Acceptances
                  8.3(f)  :        Commercial Tort Claims





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<PAGE>   8
                           LOAN AND SECURITY AGREEMENT

                                                                 August 21, 2001

                           THIS AGREEMENT is made between and among

                           IBJ Whitehall Business Credit Corporation, a New York
                  corporation, by and through its division, IBJ Whitehall Retail
                  Finance, with offices at 45 Braintree Hill Office Hill Office
                  Park, Braintree, MA 02184 as agent (in such capacity and in
                  its capacity as agent for the Tranche B Lenders and the
                  Tranche C Agent and Tranche C Lenders, herein the
                  "ADMINISTRATIVE AGENT"),for the benefit of the "TRANCHE A
                  LENDERS" and also itself, a Tranche A Lender, on a Pro Rata
                  basis, based upon each Tranche A Lender's Tranche A Percentage
                  Commitment, who are, at present, those financial institutions
                  identified on the signature pages of this Agreement and who in
                  the future are those Persons (if any) who become a "TRANCHE A
                  LENDER" in accordance with the provisions of Article VII of
                  the Agency Agreement, and as agent for the benefit of the
                  Tranche B Lenders, the Tranche C Agent, and the Tranche C
                  Lenders;

                           and

                           The Tranche A Lenders;

                           and

                           IBJ Whitehall Business Credit Corporation, a New York
                  corporation, by and through its division, IBJ Whitehall Retail
                  Finance, with offices at 45 Braintree Hill Office Hill Office
                  Park, Braintree, MA 02184 as Collateral Agent (in such
                  capacity, the "COLLATERAL AGENT") for the benefit of the
                  Lenders, the Administrative Agent and Tranche C Agent;

                           and

                           Wingate Capital Ltd., a Cayman Islands company with
                  offices at 225 West Washington Street, 9th Floor, Chicago,
                  Illinois 60606, (the "TRANCHE B LENDER") and those Persons who
                  in the future are those Persons (if any) who become a


                                       1
<PAGE>   9

                  "TRANCHE B LENDER" in accordance with the provisions of
                  Article VII of the Agency Agreement (collectively, the
                  "TRANCHE B LENDERS");

                           and

                           The Provident Bank, a bank organized under the laws
                  of Ohio with offices at 1111 Superior Avenue, Cleveland, Ohio,
                  44114, (in such capacity, herein, the "TRANCHE C AGENT") for
                  the benefit of the Tranche C Lenders and also itself a Tranche
                  C Lender, who are, at present those financial institutions
                  identified on the signature pages of this Agreement as Tranche
                  C Lenders and who in the future are those Persons (if any) who
                  become a Tranche C Lender" in accordance with provisions of
                  Article VII of the Agency Agreement and those Persons who in
                  the future are those Persons (if any) who become a "TRANCHE C
                  LENDER" in accordance with the provisions of Article VII of
                  the Agency Agreement; (collectively, the "TRANCHE C LENDER",
                  together with the Tranche A Lenders and the Tranche B Lender,
                  the "LENDERS");

                           and

                           The Tranche C Lenders;

                           and

                           Mazel Stores, Inc., an Ohio corporation (the "Lead
                  Borrower" and the "Parent"); Odd-Job Trading Corp., a New York
                  corporation; Odd-Job Acquisition Corp., a Delaware
                  corporation; ZS Peddlers Mart, Inc., a Delaware corporation;
                  and HIA Trading Associates, a New York general partnership
                  (individually, a "BORROWER", and, together with the Lead
                  Borrower, the "BORROWERS"), each of which has its principal
                  executive offices at 31000 Aurora Road, Solon, Ohio 44139

                  in consideration of the mutual covenants contained herein and
                  benefits to be derived herefrom,

                                   WITNESSETH:

ARTICLE I. - DEFINITIONS:

                  As herein used, the following terms have the following
                  meanings or are defined in the section of this Agreement so
                  indicated:


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<PAGE>   10

         "ACCELERATION": With respect to any Indebtedness, its becoming due and
                  payable prior to its stated maturity. Derivations of the word
                  "Acceleration" (such as "Accelerate") are used with like
                  meaning in this Agreement.

         "ACH": Automated clearing house.

         "ACCOUNT DEBTOR":  Has the meaning given that term in the UCC.

         "ACCOUNTS" and "ACCOUNTS RECEIVABLE" include, without limitation,
                  "accounts" as now or hereafter defined in the UCC, and also
                  all: present and future rights of Borrowers to pay rent of a
                  monetary obligation, whether or not earned by performance,
                  which is not evidenced by chattel paper or instrument, (a) for
                  property that has been as is to be sold, leased, licensed,
                  assigned or otherwise disposed of, (b) for services rendered
                  or to be rendered, (c) for a secondary obligation incurred or
                  to be incurred, or (d) arising out of the use of a credit card
                  or charge card or information contained on or for use with the
                  card; all rights associated with Inventory, including the
                  right of stoppage in transit.

         "ADMINISTRATIVE AGENT":  Defined in the Preamble.

         "AFFILIATE":

                  (a) With respect to any two Persons (other than a Subsidiary),
                  a relationship in which (i) one holds, directly or indirectly,
                  not less than Five Percent (5%) of the capital stock,
                  beneficial interests, partnership interests, or other equity
                  interests of the other; or (ii) one has, directly or
                  indirectly, the right, under ordinary circumstances, to elect
                  a majority of the directors (or other body or Person who has
                  those powers customarily vested in a board of directors of a
                  corporation); or (iii) the same third Person holds, directly
                  or indirectly, not less than Five Percent (5%) of their
                  respective capital stock, beneficial interests, partnership
                  interests or other equity interests; or has directly or
                  indirectly the right to elect the majority of directors of
                  both such parties; or

                  (b) Any corporation, limited liability company, trust,
                  partnership, joint venture, or other enterprise which: is a
                  parent, brother-sister, subsidiary, or affiliate, of any
                  Borrower; could have such enterprise's tax returns or
                  financial statements consolidated with the Lead Borrower's;
                  could be a member of the same controlled group of corporations
                  (within the meaning of Section 1563(a)(1), (2) and (3) of the
                  Internal Revenue Code of 1986, as amended from time to time)
                  of which the Lead Borrower is a member; controls or is
                  controlled by the Lead Borrower.

         "AGENCY AGREEMENT": That certain Agency Agreement dated August 21,
                  2001 by and among the Administrative Agent, Collateral Agent,
                  Tranche A Lenders, Tranche B Lenders, Tranche C Agent, and the
                  Tranche C Lenders.


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<PAGE>   11

         "AGENT": When not preceded by "Administrative" or "Collateral", the
                  terms "Agent" or "Agents" refer collectively and individually
                  to the Administrative Agent and the Collateral Agent.

         "AGENT'S FEE LETTER": That certain letter of even date by and between
                  the Administrative Agent and the Lead Borrower concerning
                  Agent's Fees.

          "AGENT'S FEE": Defined in Section 2.14.

          "AGENT'S RIGHTS AND REMEDIeS":  Defined in Section 11.6.

         "AGREEMENT": This Loan and Security Agreement, as it may be modified,
                  amended, supplemented or restated from time to time.

         "APPRAISED INVENTORY LIQUIDATION VALUE": The product of (a) the Cost of
                  Eligible Inventory (net of Inventory Reserves) multiplied by
                  (b) that percentage, determined from the then most recent
                  appraisal of the Borrowers' Inventory obtained by the
                  Collateral Agent, to reflect the appraiser's estimate of the
                  net realization on the Liquidation of the Cost of the
                  Borrowers' Inventory.

          "AUTHORIZED OFFICER": The Lead Borrower's President, Treasurer, Chief
                  Financial Officer, or Chief Administrative Officer duly
                  authorized by the Lead Borrower's Board of Directors, or, in
                  the case of Borrowing Base Certificates, such person as is
                  authorized by the Board of Directors of the Lead Borrower.

         "AVAILABILITY":  Defined in Section 2.1(e).

         "AVAILABILITY RESERVES": Such reserves as the Collateral Agent from
                  time to time determines in the Collateral Agent's reasonable
                  discretion as being appropriate to reflect the impediments to
                  the Collateral Agent's ability to realize upon the Collateral.
                  Without limiting the generality of the foregoing, Availability
                  Reserves may include (but are not limited to) reserves based
                  on the following:

                           (i) Rent for any Warehouses or Retail Store in a
                  Landlord State in respect to which a Collateral Access
                  Agreement or Landlord Waiver, acceptable to the Collateral
                  Agent, has not been received by the Collateral Agent)( which
                  initially shall be two (2) months rent for any such location).

                           (ii) Customer Credit Liabilities.

                           (iii) Past due taxes and other governmental charges,
                  including ad valorem, personal property, and other taxes which
                  might have priority over the Collateral Interests of the
                  Collateral Agent in the Collateral.

                           (iv) Import Landing Costs.

                           (v) Landing Costs.


                                       4
<PAGE>   12

                           (vi) Deposits on special orders.

                           (vii) Payables (based upon payables which are both
                  past due and past the Borrowers' normal payment terms
                  consistent with past practices); and

                           (viii) Inventory Reporting Systems (which Reserve
                  initially shall be $250,000 until Borrower has completed
                  updating its Inventory reporting system to the Collateral
                  Agent's reasonable satisfaction).

         "BANKRUPTCY CODE":  Title 11, U.S.C., as amended from time to time.

         "BASE": The Base Rate announced from time to time by IBJW (or any
                  successor in interest to IBJW). In the event that said bank
                  (or any such successor) ceases to announce such a rate, "Base"
                  shall refer to that rate or index announced or published from
                  time to time as the Administrative Agent, in good faith,
                  designates as the functional equivalent to said Base Rate. Any
                  change in "Base" shall be effective, for purposes of the
                  calculation of interest due hereunder, when such change is
                  made effective generally by the bank on whose rate or index
                  "Base" is being set. In all events, interest that is
                  determined by reference to Base (or any successor to Base)
                  shall be calculated on a 360-day year and actual days elapsed.

         "BASE MARGIN": From the Closing Date through the 270th day following
                  the Closing Date, zero (0). From and after the 271st day
                  following the Closing Date, as determined pursuant to the
                  applicable section of the Margin Pricing Grid set forth in
                  Section 2.11(a)(vi).

         "BASE MARGIN LOAN": Each Tranche A Loan while bearing interest at
                  the Base Margin Rate.

         "BASE MARGIN RATE": The aggregate of Base plus the Base Margin per
                  annum.

         "BLOCKED ACCOUNT": Any DDA into which the contents of any other DDA is
                  transferred.

         "BLOCKED ACCOUNT AGREEMENT": An agreement, in form satisfactory to the
                  Collateral Agent, which agreement recognizes the Collateral
                  Agent's Collateral Interest in the contents of the DDA which
                  is the subject of such agreement and agrees that such contents
                  shall be transferred only to the Concentration Account or as
                  otherwise instructed by the Collateral Agent.

         "BORROWERS": Defined in the Preamble.

         "BORROWING BASE": Defined in Section 2.1(f).

         "BORROWING BASE CERTIFICATE": Defined in Section 5.4.

         "BUSINESS DAY": Any day (with any references herein to time of day
                  requirements meaning such times based on Boston time) other
                  than (a) Saturday or Sunday; (b)


                                       5
<PAGE>   13

                  any day on which banks in Boston, Massachusetts are not open
                  to the general public for the purpose of conducting commercial
                  banking business; or (c) a day on which the principal office
                  of the Administrative Agent is not open to the general public
                  to conduct business.

         "BUSINESS PLAN": The Borrowers' business plan accepted by the
                   Administrative Agent, in its discretion, and any revision,
                   amendment, or update of such business plan, provided such
                   revision, amendment, or update has been accepted in writing
                   by the Administrative Agent.

         "CAPITAL EXPENDITURES": The expenditure of funds or the incurrence of
                  liabilities which may be capitalized in accordance with GAAP.

         "CAPITAL LEASE": Any lease which may be capitalized in accordance with
                  GAAP.

         "CASH COMPONENT": As of any date of determination, the lesser of One
                  Million Dollars ($1,000,000) and 50% of the balance of the
                  Concentration Account as of the close of business on the
                  Business Day immediately preceding such date of determination.

         "CERTIFICATE": Any certificate in form and substance acceptable to the
                  Agents. Each Certificate shall be deemed to be given under
                  oath by the signatory to such Certificate.

         "CHANGE IN CONTROL":  The occurrence of any of the following:

                  (a) The failure of the Lead Borrower to directly or indirectly
                  own, beneficially and of record, 100% of the capital stock of
                  all of the other Borrowers.

                  (b) The occurrence of any event or circumstance such that the
                  Lead Borrower does not have the power to elect or appoint all
                  directors of all other Borrowers referred to above, or if such
                  Borrower is a partnership or limited liability company, the
                  Persons who serve as general partners or managers of such
                  entities or directors of any corporation serving as general
                  partner or manager of such entity.

                  (c) The acquisition after the date hereof, by any group of
                  persons (within the meaning of the Securities Exchange Act of
                  1934, as amended) or by any Person, of beneficial ownership
                  (within the meaning of Rule 13(d)(3) of the Securities
                  Exchange Act), directly or indirectly, of 20% or more of the
                  issued and outstanding capital stock of the Lead Borrower
                  having the right to vote for the election of directors of the
                  Lead Borrower; or

                  (d) More than one-third of the persons who were directors of
                  the Parent on the first day of any period consisting of Twelve
                  (12) consecutive calendar months (the first of which Twelve
                  (12) month periods


                                       6
<PAGE>   14

                  commencing with the first day of the month during which this
                  Agreement was executed), cease, for any reason other than
                  death or disability, to be directors of the Parent, and the
                  board of directors as thereafter constituted is not reasonably
                  acceptable to the Administrative Agent; or

                  (e) Peter Hayes ceases for any reason to be chief executive
                  officer with control over the day-to-day management of the
                  Borrowers' business and the Board of Directors has failed to
                  elect a successor acceptable to the Administrative Agent in
                  its discretion within sixty (60) days thereafter.

         "CHATTEL PAPER": Has the meaning given that term in the UCC.

         "CLOSING AGENDA": Defined in Section 3.4.

         "CLOSING DATE": The date on which all the conditions precedent in
                  Article III of this Agreement are satisfied and the initial
                  Tranche A Loans, the Tranche B Loan and the Tranche C Loan are
                  made under this Agreement.

         "COLLATERAL": Defined in Section 8.1.

         "COLLATERAL AGENT": Defined in the preamble.

         "COLLATERAL INTEREST": Any interest in property to secure an
                  obligation, including, without limitation, a security
                  interest, mortgage, and deed of trust.

         "CONCENTRATION ACCOUNT": The deposit account established by the
                  Administrative Agent over which the Administrative Agent has
                  sole dominion and control.

         "CONSOLIDATED": When used to modify a financial term, test, statement,
                  or report, refers to the application or preparation of such
                  term, test, statement, or report (as applicable) based upon
                  the consolidation, in accordance with GAAP, of the financial
                  condition or operating results of the corporations which
                  constitute the Parent and its Subsidiary.

         "COST": The lower of

                  (a) the calculated cost of Inventory purchases, as determined
                  from invoices received by the Borrowers and reflected in the
                  Borrowers' purchase journal or stock ledger, based upon the
                  Borrowers' accounting practices in effect on the date on which
                  this Agreement was executed; and

                  (b) the cost equivalent of the lowest ticketed or promoted
                  price at which the subject Inventory is offered to the public,
                  after all mark-downs (whether or not such price is then
                  reflected on the Borrowers' accounting system), determined in
                  accordance with the retail method of accounting and reflecting
                  the Borrowers' historic business practices.


                                       7
<PAGE>   15

                  "Cost" does not include Inventory capitalization costs or
                  other non-purchase price charges (such as freight and UNICAP)
                  used in the Borrowers' calculation of cost of goods sold.

         "COSTS OF COLLECTION": Includes, without limitation, all attorneys'
                  reasonable fees and reasonable out-of-pocket expenses incurred
                  by any Agent's attorneys, and all reasonable costs incurred by
                  any Agent including, without limitation, reasonable costs and
                  expenses associated with any bankruptcy or insolvency
                  proceeding or travel on behalf of any Agent, where such costs
                  and expenses are directly or indirectly related to or in
                  respect of that Agent's: administration and management of the
                  Liabilities; negotiation, documentation, and amendment of any
                  Loan Document; or efforts to preserve, protect, collect, or
                  enforce the Collateral, the Liabilities, and/or the Agent's
                  Rights and Remedies and/or any of the rights and remedies of
                  any Agent against or in respect of any guarantor or other
                  person liable in respect of the Liabilities (whether or not
                  suit is instituted in connection with such efforts). "Costs of
                  Collection" shall also include the reasonable costs and
                  expenses similar to the foregoing incurred by the Tranche B
                  Lenders and Tranche C Agent and the reasonable fees and
                  expenses of Lenders' Special Counsel. The Costs of Collection
                  are Liabilities, and, Costs of Collection that pertain to the
                  Tranche A Obligations shall bear interest at the then
                  effective Base Margin Rate, and Costs of Collection incurred
                  by the Tranche B Lenders or the Tranche C Agent shall bear
                  interest at rate of interest then currently applicable for
                  Tranche B Loans and Tranche C Loans, respectively.

         "CUSTOMER CREDIT LIABILITY": Gift certificates, deposits, merchandise
                  credits, layaway obligations, frequent shopping programs, and
                  similar liabilities of any Borrower to its retail customers
                  and prospective customers.

         "CUSTOMS BROKER AGREEMENT": A tri-agreement in form satisfactory to the
                  Collateral Agent, among the Lead Borrower or any Borrower, and
                  a customs broker or other carrier, in which the customs broker
                  or other carrier acknowledges that it has control over and
                  holds the documents evidencing ownership of the subject
                  Inventory for the benefit of the Collateral Agent and agrees,
                  upon notice from the Collateral Agent, to hold and dispose of
                  the subject Inventory solely as directed by the Collateral
                  Agent.

         "DDA": Any checking or other demand depository account maintained by
                  any of the Borrowers other than an Exempt DDA.

         "DEFERRABLE PORTION": Defined in Section 2.11(b)(i).

         "DEPOSIT ACCOUNT": Has the meaning given that term in the UCC.

         "DISBURSEMENT ACCOUNT": Defined in Section 7.3(a)(iii).

         "DOCUMENTS": Has the meaning given that term in the UCC.


                                       8
<PAGE>   16

         "DOCUMENTS OF TITLE": Has the meaning given that term in the UCC.

         "EBITDA": The Borrowers' Consolidated earnings (excluding extraordinary
                  gains and gains from the sale of assets other than in the
                  ordinary course of business) before interest, taxes,
                  depreciation, amortization and other non-cash charges properly
                  deducted in determining earnings in accordance with GAAP, each
                  as determined in accordance with GAAP.

         "ELIGIBLE INSURED RECEIVABLES": Such Eligible Receivables which are
                  insured under credit insurance policies issued by such
                  insurance companies and on such terms (including, but not
                  limited to, terms regarding scope of conveyance, deductibles
                  and co-insurance) as may be reasonably acceptable to the
                  Collateral Agent.

         "ELIGIBLE PREPAID INVENTORY": That portion of the Borrower's Inventory
                  (without duplication of other Eligible Inventory) for which
                  the Borrower has paid, title to which passed to the Borrower,
                  which has been received by the Borrower or its bailee, and
                  which has been shipped from a foreign location to one of the
                  Borrowers' Warehouses provided that

                  (a) Such Inventory is of such types, character, qualities and
                  quantities as the Collateral Agent in its reasonable
                  discretion from time to time determines to be Eligible
                  Inventory;

                  (b) The documents which relate to such shipment name the
                  Collateral Agent as consignee of the subject Inventory and, if
                  required by the Collateral Agent, the Collateral Agent has
                  control over the documents which evidence ownership of the
                  subject Inventory such as by providing a customs brokers
                  agreement to the Collateral Agent); and

                  (c) Such Inventory has not yet been delivered to the
                  Borrowers' Warehouse and has been in transit from the
                  applicable foreign location for no more than 60 calendar days.

         "ELIGIBLE INVENTORY": Eligible Retail Inventory and Eligible Wholesale
                  Inventory. That portion of "Eligible Inventory" which consists
                  of Eligible Prepaid Inventory and Eligible L/C Inventory shall
                  not, in the aggregate, exceed the In-Transit Inventory Cap.

         "ELIGIBLE L/C INVENTORY": That portion of the Borrowers' Inventory
                  (without duplication of other Eligible Inventory) the purchase
                  of which is supported by a documentary L/C then having an
                  initial expiry of ninety (90) days or less days provided that

                  (a) Such Inventory is of such types, character, qualities and
                  quantities as the Collateral Agent in its reasonable
                  discretion from time to time determines to be Eligible
                  Inventory;

                  (b) The documentary L/C which relate to such shipment name the
                  Collateral Agent as consignee of the subject Inventory and the
                  Collateral


                                       9
<PAGE>   17

                  Agent has control over the documents which evidence ownership
                  of the subject Inventory such as by providing a customs
                  brokers agreement to the Collateral Agent); and

                  (c) Such Inventory has not yet been delivered to the
                  Borrower's Warehouse and has been in transit from the
                  applicable foreign location for no more than 90 calendar days.



         "ELIGIBLE RECEIVABLES": Such Accounts of the Borrowers as arise in the
                  ordinary course of their business from the actual and bona
                  fide final sale and delivery of goods by Borrowers or
                  rendition of services by Borrower, which Accounts have been
                  reasonably determined by the Collateral Agent to be
                  satisfactory and have been earned by performance and are owed
                  to the Borrowers by such of the Borrowers' trade customers as
                  the Collateral Agent determines to be satisfactory, in the
                  Collateral Agent's reasonable discretion in each instance, in
                  each case without duplication of Eligible Insured Receivables.

         "ELIGIBLE RETAIL INVENTORY": Such of the Borrowers' Retail Inventory as
                  is located in the Borrowers' Warehouses located in New Jersey
                  , or in any of the Borrowers' Retail Stores, and of such
                  types, character, quality and quantities, as Collateral Agent
                  in its reasonable discretion from time to time determines to
                  be acceptable Collateral for inclusion in the calculation of
                  the Borrowing Base, as to which the Collateral Agent has a
                  perfected security interest that is prior and superior to all
                  claims and all Encumbrances (other than Permitted
                  Encumbrances, subject to the Collateral Agent's rights to
                  establish Reserves therefore). Eligible Prepaid Inventory and
                  Eligible L/C Inventory which would qualify as Eligible Retail
                  Inventory but for the fact that such Inventory is in-transit,
                  will be included as Eligible Retail Inventory up to amounts
                  not to exceed the In-Transit Inventory Cap.

         "ELIGIBLE TIER I WHOLESALE INVENTORY": At any time, the lesser of (i)
                  $11,000,000 of Eligible Wholesale Inventory, valued at Cost or
                  (ii) forty-five percent (45%) of all Eligible Wholesale
                  Inventory, valued at Cost.

         "ELIGIBLE TIER II WHOLESALE INVENTORY". Eligible Wholesale Inventory
                  not classified as Eligible Tier I Wholesale Inventory.

         "ELIGIBLE WHOLESALE INVENTORY". Such of the Borrowers' Wholesale
                  Inventory as is located in the Borrower's Warehouses located
                  in Ohio, and of such types, character, qualities and
                  quantities as the Collateral Agent in its reasonable
                  discretion from time to time determines to be acceptable
                  Collateral for inclusion in the calculation of the Borrowing
                  Base, as to which the Collateral Agent has a perfected
                  security interest that is prior and superior to all claims and
                  Encumbrances (other than Permitted Encumbrances, subject to
                  the Collateral Agent's right to establish Reserves therefor).
                  Eligible Prepaid Inventory and Eligible L/C Inventory which
                  would qualify as Eligible Wholesale Inventory but


                                       10
<PAGE>   18

                  for other than the fact that such Inventory is in-transit,
                  will be included as Eligible Wholesale Inventory up to amounts
                  not to exceed the In-Transit Inventory Cap.

         "EMPLOYEE BENEFIT PLAN": As defined in ERISA.

         "ENCUMBRANCE": Each of the following:

                           (a) Any security interest, mortgage, pledge,
                           hypothecation, lien, attachment, or charge of any
                           kind (including any agreement to give any of the
                           foregoing); the interest of a lessor under a Capital
                           Lease; conditional sale or other title retention
                           agreement; sale of Accounts or Chattel Paper; or
                           other arrangement pursuant to which any Person is
                           entitled to any preference or priority with respect
                           to the property or assets of another Person or the
                           income or profits of such other Person or which
                           constitutes an interest in property to secure an
                           obligation; each of the foregoing whether consensual
                           or non-consensual and whether arising by way of
                           agreement, operation of law, legal process or
                           otherwise.

                           (b) The filing of any financing statement under the
                           UCC or comparable law of any jurisdiction.

         "END DATE": The date upon which both (a) all Liabilities have been
                  indefeasibly paid in full and (b) all obligations of all
                  Lenders to make loans and advances and to provide other
                  financial accommodations to the Borrowers hereunder shall have
                  been irrevocably terminated.

         "ENVIRONMENTAL LAWS":  All of the following:

                           (a) Any and all federal, state, local or municipal
                           laws, rules, orders, regulations, statutes,
                           ordinances, codes, decrees or requirements which
                           regulate or relate to, or impose any standard of
                           conduct or liability on account of or in respect to
                           environmental protection matters, including, without
                           limitation, Hazardous Materials, as are now or
                           hereafter in effect.

                           (b) The common law relating to damage to Persons or
                           property from Hazardous Materials.

         "EQUIPMENT": Includes, without limitation, Goods which qualify as
                  "equipment" as defined in the UCC, and all of the Borrower's
                  now owned and hereinafter acquired equipment, wherever
                  located, including machinery, data processing and computer
                  equipment and computer hardware and software, whether owned or
                  licensed, and including enbedded software, vehicles, rolling
                  stock, machinery, office equipment, plant equipment, tools,
                  dies, molds, store fixtures, furniture, and other goods,
                  property, and assets which are used and/or were purchased for
                  use in the operation or furtherance of the Borrowers'
                  business, and any and all


                                       11
<PAGE>   19

                  attachments, accessions or additions thereto, and
                  substitutions and replacements thereof, wherever located.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
                  amended, together with all orders, regulations and
                  interpretations thereunder or related thereto.

         "ERISA AFFILIATE": Any Person which is under common control with the
                  Borrowers within the meaning of Section 4001 of ERISA or is
                  part of a group including the Borrowers or the Parent and
                  which would be treated as a single employer under Section 414
                  of the Internal Revenue Code of 1986, as amended.

         "EVENTS OF DEFAULT": Defined in Article X. Each reference to an "Event
                  of Default" is to an Event of Default that has not been duly
                  waived by the requisite Lenders or by the Administrative Agent
                  as applicable. In the event of such due waiver, the so-waived
                  Event of Default shall be deemed never to have occurred, other
                  than with respect to any post-default interest which accrued
                  prior to such waiver and with respect to any reimbursement
                  obligation in respect of any Costs of Collection.

         "EXCESS AVAILABILITY": At any time tested, Availability plus amounts
                  on deposit in the Tax Escrow.

          "EXEMPT DDA": A depository account maintained by any Borrower, the
                  only contents of which may be transfers from the Disbursement
                  Account and actually used solely for payroll of the Borrowers.

         "EXTENDED REPORTING DATE": Any date during the months of March, April,
                  or May 2002 which is fifteen (15) days after the
                  Administrative Agent's receipt of the Borrowers' Consolidated,
                  audited fiscal year 2001 financial statements, which the
                  Borrowers are required to provide pursuant to Section 5.8 of
                  this Agreement.

         "FISCAL YEAR": A fiscal year of the Borrowers.

         "FISCAL YEAR 2000". The Fiscal Year ended February 3, 2001.

         "FISCAL YEAR 2001". The Fiscal Year ended February 2, 2002.

         "FISCAL YEAR 2002". The Fiscal Year ended February 1, 2003.

         "FISCAL YEAR 2003". The Fiscal Year ended January 31, 2004.

         "FIXTURES": Has the meaning given that term in the UCC.

         "GAAP": Principles which are consistent with those promulgated or
                  adopted by the Financial Accounting Standards Board and its
                  predecessors (or successors) in effect and applicable to that
                  accounting period in respect of which reference to GAAP is
                  being made.


                                       12
<PAGE>   20

         "GENERAL INTANGIBLES": Includes, without limitation, "general
                  intangibles" as defined in the UCC; and also all: rights to
                  payment for credit extended; deposits; amounts due to the
                  Borrowers; credit memoranda in favor of the Borrowers;
                  warranty claims; tax refunds and abatements; insurance refunds
                  and premium rebates; all means and vehicles of investment or
                  hedging, including, without limitation, options, warrants, and
                  futures contracts; records; customer lists; telephone numbers;
                  goodwill; causes of action; judgments; payments under any
                  settlement or other agreement; literary rights; rights to
                  performance; royalties; license and/or franchise fees; rights
                  of admission; licenses; franchises; license agreements,
                  including all rights of the Borrowers to enforce the
                  foregoing; permits, certificates of convenience and necessity,
                  and similar rights granted by any governmental authority;
                  patents, patent applications, patents pending, and other
                  intellectual property; internet addresses and domain names;
                  developmental ideas and concepts; proprietary processes;
                  blueprints, drawings, designs, diagrams, plans, reports, and
                  charts; catalogs; manuals; technical data; computer software
                  programs (including the source and object codes therefor),
                  computer records, computer software, rights of access to
                  computer record service bureaus, service bureau computer
                  contracts, and computer data; tapes, disks, semi-conductors
                  chips and printouts; trade secrets rights, copyrights,
                  copyrightable materials, copyright registrations and
                  applications, mask work rights and interests, and derivative
                  works and interests; user, technical reference, and other
                  manuals and materials; trade names, trademarks, service marks,
                  and all goodwill relating thereto; registrations, applications
                  for registration of the foregoing; and all other intangible
                  property of the Borrowers in the nature of intellectual
                  property; proposals; cost estimates, and reproductions on
                  paper, or otherwise, of any and all concepts or ideas, and any
                  matter related to, or connected with, the design, development,
                  manufacture, sale, marketing, leasing, or use of any or all
                  property produced, sold, or leased, by the Borrowers or credit
                  extended or services performed, by the Borrowers, whether
                  intended for an individual customer or the general business of
                  the Borrowers, or used or useful in connection with research
                  and development by the Borrowers.

         "GOODS": Has the meaning given that term in the UCC.

         "GROSS MARGIN": With respect to the subject accounting period for
                  which being calculated, the decimal equivalent of the
                  following (determined in accordance with the cost method of
                  accounting):

                        Sales (Minus) Cost of Goods Sold
                        --------------------------------
                                     Sales

         "HAZARDOUS MATERIALS": Any (a) hazardous materials, hazardous waste,
                  hazardous or toxic substances or petroleum products, which (as
                  to any of the foregoing) are defined or regulated as a
                  hazardous material in or under any Environmental Law and (b)
                  oil in any physical state.


                                       13
<PAGE>   21

         "IBJW": IBJ Whitehall Bank and Trust Company.

         "IMPORT LANDING COSTS": To the extent not included in the Stated
                  Amount of an L/C, Landing Costs for Inventory, the purchase of
                  which is supported by such L/C, or customs, duty, freight, and
                  other out-of-pocket costs and expenses which will be expended
                  to "land" in transit Inventory and which is not included in
                  invoices for prepaid Inventory.

         "INDEBTEDNESS": All indebtedness and obligations of or assumed by any
                  Person on account of or in respect to any of the following:

                           (a) Money borrowed (including any indebtedness which
                           is non-recourse to the credit of such Person but
                           which is secured by an Encumbrance on any asset of
                           such Person) whether or not evidenced by a promissory
                           note, bond, debenture or other written obligation to
                           pay money (whether or not such obligations are
                           convertible into equity);

                           (b) Any reimbursement obligations and other
                           liabilities of such Person with respect to surety
                           bonds (whether bid, performance or otherwise), letter
                           of credit or acceptance transactions (including,
                           without limitation, the Stated Amount of all
                           outstanding letters of credit and acceptances issued
                           for the account of such Person, and (without
                           duplication) any amount for which such Person would
                           be obligated to provide reimbursement or for which
                           such Person is liable in connection with a letter of
                           credit or acceptance transaction);

                           (c) The provision of recourse in connection with the
                           sale or discount of Accounts or Chattel Paper of such
                           Person;

                           (d) On account of recourse or repayment obligations
                           with respect to deposits or advances;

                           (e) As lessee under Capital Leases;

                           (f) In connection with any sale and leaseback
                           transaction.

                           (g) All obligations with respect to redeemable stock
                           and redemption or repurchase obligations under any
                           equity securities issued by such Person.

         "INDEBTEDNESS" also includes:

                           (a) Indebtedness of others secured by an Encumbrance
                           on any asset of such Person, whether or not such
                           Indebtedness is assumed by or are a personal
                           liability of such Person.


                                       14
<PAGE>   22

                           (b) Any guaranty, endorsement, suretyship or other
                           undertaking pursuant to which that Person may be
                           liable on account of any obligation of any third
                           party.

                           (c) The Indebtedness of a partnership or joint
                           venture in which such Person is a general partner or
                           joint venturer.

         "INDEMNIFIED PERSON": Defined in Section 14.13.

         "INDEX BUSINESS DAY": Any day which is both a Business Day and a day
                  on which the principal market in Libor deposits in London in
                  which IBJW or its successors participate is open for dealings
                  in United States Dollar deposits.

         "INDEX LOAN": Any Tranche A Loan which bears interest at an Index Rate.

         "INDEX MARGIN": From the Closing Date through and including the 270th
                  day following the Closing Date, 275. From and after the 271st
                  day following the Closing Date, as determined pursuant to the
                  applicable section of the Margin Pricing Grid set forth in
                  Section 2.11(a)(vi), for loans initiated on or after the date
                  when so set, that is to say Index contracts in effect at the
                  time of increases/decreases in margin will remain in effect at
                  the margin originally utilized when the contract was opened.
                  The margin in effect at a given time will apply to contracts
                  opened at that time, and shall be based upon the Margin
                  Pricing Grid.

         "INDEX OFFER RATE": With respect to any Index Loan, the rate of
                  interest (rounded upwards, if necessary, to the next 1/100 of
                  1%) determined by the Administrative Agent to be the highest
                  prevailing rate per annum at which deposits on U.S. Dollars
                  are offered to IBJW, by first-class banks in the London
                  interbank market in which IBJW participates at or about
                  10:00AM (Boston Time) two (2) Index Business Days before the
                  first day of the Interest Period for the subject Index Loan,
                  for a deposit approximately in the amount of the subject loan
                  for a period of time approximately equal to such Interest
                  Period.

         "INDEX RATE": That per annum rate (calculated on a 360-day year and
                  actual days elapsed) equal to the Index Offer Rate plus the
                  Index Margin except that, in the event that the Administrative
                  Agent determines that any Tranche A Lender may be subject to
                  the Reserve Percentage, the "Index Rate" shall mean, with
                  respect to any Index Loans then outstanding (from the date on
                  which that Reserve Percentage first became applicable to such
                  loans), and with respect to all Index Loans thereafter made,
                  an interest rate per annum equal the sum of (a) plus (b),
                  where:

                  (a) is the decimal equivalent of the following fraction:

                                Index Offer Rate
                                ----------------
                           1 minus Reserve Percentage

                  (b) is the applicable Index Margin.


                                       15
<PAGE>   23


         "INSTRUMENTS": Has the meaning given that term in the UCC.

         "INTEREST PAYMENT DATE": With reference to:

                           (a) Each Index Loan: the last day of the Interest
                           Period relating thereto, the Tranche A Termination
                           Date and the End Date.

                           (b) Each Base Margin Loan: the first Business Day of
                           each month; the Tranche A Termination Date; and the
                           End Date.

         "INTEREST PERIOD":

                           (a) With respect to each Index Loan: subject to
                           Subsection (b), below, the period commencing on the
                           date of the making or continuation of, or conversion
                           to, the subject Index Loan and ending on the day that
                           corresponds numerically to such date, one, two, or
                           three months thereafter, as the Lead Borrower may
                           elect by notice (pursuant to Section 2.5(b)) to the
                           Administrative Agent.

                           (b) The setting of Interest Periods is in all
                           instances subject to the following:

                                    (i) Any Interest Period for a Index Loan
                                    which would otherwise end on a day that is
                                    not a Index Business Day shall be extended
                                    to the next succeeding Index Business Day,
                                    unless that succeeding Index Business Day is
                                    in the next calendar month, in which event
                                    such Interest Period shall end on the last
                                    Index Business Day of the month during which
                                    the Interest Period ends.

                                    (ii) Subject to Subsections (iii) and (iv),
                                    below, any Interest Period applicable to a
                                    Index Loan, which Interest Period begins on
                                    a day for which there is no numerically
                                    corresponding day in the calendar month
                                    during which such Interest Period ends,
                                    shall end on the last Index Business Day of
                                    the month during which that Interest Period
                                    ends.

                                    (iii) Any Interest Period which would
                                    otherwise end after the Revolving Credit
                                    Termination Date shall end on the Revolving
                                    Credit Termination Date.

                                    (iv) The Lead Borrower shall not select,
                                    renew, or convert any interest rate for a
                                    Tranche A Loan such that, in addition to
                                    interest at the Base Margin Rate, there are
                                    more than five (5) Interest Periods
                                    applicable to Index Loans at any one time.

         "IN-TRANSIT INVENTORY CAP": $10,000,000.00, in the aggregate, of
                  Eligible Prepaid Inventory and Eligible L/C Inventory, valued
                  at Cost.


                                       16
<PAGE>   24

         "INVENTORY": Includes, without limitation, "inventory" as defined in
                  the UCC and also all: packaging, advertising, and shipping
                  materials related to any of the foregoing, and all names or
                  marks affixed or to be affixed thereto for identifying or
                  selling the same; Goods held for sale or lease or furnished or
                  to be furnished under a contract or contracts of sale or
                  service by the Borrowers, or used or consumed or to be used or
                  consumed in the Borrowers' business; Goods of said description
                  in transit; returned, repossessed and rejected Goods of said
                  description; and all Documents (whether or not negotiable)
                  which represent any of the foregoing.

         "INVENTORY ADVANCE RATES": The following percentages for the applicable
                  category of Eligible Inventory during the periods of each
                  calendar year indicated in the chart below:

<TABLE>
<CAPTION>
                  ------------------------------------ ----------------- ---------------- ----------------
                                 PERIOD                      TIER I          TIER II           RETAIL
                                                           WHOLESALE        WHOLESALE         INVENTORY
                                                           INVENTORY        INVENTORY
                  ------------------------------------ ----------------- ---------------- ----------------
<S>                          <C>                              <C>              <C>               <C>
                    December 16 - August 15                   62%              54%               62%
                  ------------------------------------ ----------------- ---------------- ----------------
                    August 16 - September 30                  65%              54%               65%
                  ------------------------------------ ----------------- ---------------- ----------------
                    October 1 - December 15                   70%              54%               70%
                  ------------------------------------ ----------------- ---------------- ----------------
</TABLE>


         As used herein, the terms "TIER I WHOLESALE INVENTORY ADVANCE RATE",
"TIER II WHOLESALE INVENTORY ADVANCE RATE" and "RETAIL INVENTORY ADVANCE RATE"
shall mean the Inventory Advance Rates applicable to such categories of
Inventory pursuant to this chart.

         "INVENTORY APPRAISAL CAP": 85% of the Appraised Inventory Liquidation
                  Value.

         "INVENTORY RESERVES": Such Reserves as may be established from time to
                  time by the Collateral Agent in the Collateral Agent's
                  reasonable discretion with respect to the determination of the
                  saleability of the Eligible Inventory or which reflect such
                  other factors as affect the market value of the Eligible
                  Inventory. Without limiting the generality of the foregoing,
                  Inventory Reserves may include (but are not limited to)
                  reserves based on the following:

                                    (i)   Obsolescence (based upon Inventory on
                                    hand beyond a given number of days).

                                    (ii)  Seasonality.

                                    (iii) Shrinkage.

                                    (iv)  Imbalance.

                                    (v)   Change in Inventory character.

                                    (vi)  Change in Inventory composition.

                                    (vii) Change in Inventory mix.


                                       17
<PAGE>   25

                                    (viii) Markdowns (both permanent and point
                                    of sale).

                                    (ix)   Retail mark ons and markups
                                    inconsistent with prior period practice and
                                    performance; industry standards; current
                                    business plans; or advertising calendar and
                                    planned advertising events.

                                    (x)    Damaged goods.

                                    (xi)   Consigned goods.

                                    (xii)  Any non-merchandise Inventory (such
                                           as labels, bags, and packaging
                                           materials).

                                    (xiii) Return to vendor merchandise.

                                    (xiv)  Packaways.

         "INVESTMENT PROPERTY": Has the meaning given that term in the UCC.

         "ISSUER": The issuer of any L/C.

         "LANDING COSTS": Customs, duty, freight, and other out-of-pocket costs
                  and expenses which will be expended to "land" in transit
                  Inventory, without duplication of Import Landing Costs.

         "LANDED INVENTORY": Eligible Prepaid Inventory that has been received
                  by the Borrowers at the Borrowers' warehouse or distribution
                  center located in the United States and recorded in the
                  Borrowers' stock ledger.

         "LANDLORD STATE": Initially Washington, Virginia, and Pennsylvania and
                  such other states in which a landlord's claim for rent has
                  priority over the Encumbrances of the Collateral Agent in the
                  Collateral.

         "L/C": Any letter of credit, the issuance of which is procured by the
                  Administrative Agent for the account of any Borrower and any
                  acceptance made on account of such letter of credit.

         "LEAD BORROWER": Defined in the Preamble.

         "LEASE": Any lease or other agreement, no matter how styled or
                  structured, pursuant to which any Borrower is entitled to the
                  use or occupancy of any space.

         "LEASEHOLD INTEREST": Any interest of the Borrowers as lessee under any
                  Lease.

         "LENDERS": The Tranche A Lenders, the Tranche B Lenders, and the
                  Tranche C Lenders, collectively and individually.

         "LENDERS' SPECIAL COUNSEL": Includes the following (in addition to a
                  single counsel for the Agents):


                                       18
<PAGE>   26

                           (a) A single counsel, selected by the Administrative
                           Agent following the occurrence of an Event of
                           Default, to represent the interests of the Tranche A
                           Lenders in connection with the enforcement, attempted
                           enforcement, or preservation of any rights and
                           remedies under this, or any other Loan Document, as
                           well as in connection with any "workout",
                           forbearance, or restructuring of the credit facility
                           contemplated hereby.

                           (b) A single counsel, selected by the Tranche B
                           Lenders, to represent the interests of the Tranche B
                           Lenders in connection with the negotiation, drafting,
                           modification, amendment, restatement, enforcement,
                           attempted enforcement, or preservation of any rights
                           and remedies under this, or any other Loan Document,
                           as well as in connection with any "workout",
                           forbearance, or restructuring of the credit facility
                           contemplated hereby.

                           (c) A single counsel, selected by the Tranche C
                           Agent, to represent the interests of the Tranche C
                           Agent and Tranche C Lenders in connection with the
                           negotiation, drafting, modification, amendment,
                           restatement, enforcement, attempted enforcement, or
                           preservation of any rights and remedies under this,
                           or any other Loan Document, as well as in connection
                           with any "workout", forbearance, or restructuring of
                           the credit facility contemplated hereby.

         "LIABILITIES": Includes, without limitation, the following:

                           (a) All and each of the following, whether now
                           existing or hereafter arising under this Agreement or
                           under any of the other Loan Documents:

                                    (i) Any and all direct and indirect
                                    liabilities, debts, and obligations of the
                                    Borrowers to any Agent or any Lender, each
                                    of every kind, nature, and description.

                                    (ii) Each obligation to repay any loan,
                                    advance, indebtedness, note, obligation,
                                    overdraft, or amount now or hereafter owing
                                    by the Borrowers to an Agent or any Lender
                                    (including all future advances whether or
                                    not made pursuant to a commitment by an
                                    Agent or Lender), whether or not any of such
                                    are liquidated, unliquidated, primary,
                                    secondary, secured, unsecured, direct,
                                    indirect, absolute, contingent, or of any
                                    other type, nature, or description, or by
                                    reason of any cause of action which an Agent
                                    or any Lender, may hold against the
                                    Borrowers.

                                    (iii) All notes and other obligations of the
                                    Borrowers now or hereafter assigned to or
                                    held by the Administrative Agent or any
                                    Lender, each of every kind, nature, and
                                    description.

                                    (iv) All interest, fees, and charges and
                                    other amounts which may be charged by the
                                    Agents or any Lender, to the Borrowers


                                       19
<PAGE>   27

                                    and/or which may be due from the Borrowers
                                    to the Agents or any Lender, from time to
                                    time.

                                    (v) All costs and expenses incurred or paid
                                    by the Agents or any Lender, in respect of
                                    any agreement between the Borrowers and any
                                    of the Agents or any Lender, or instrument
                                    furnished by the Borrowers to the any of the
                                    Agents or any Lender (including, without
                                    limitation, Costs of Collection, attorneys'
                                    reasonable fees (including reasonable fees
                                    and expenses of Lenders' Special Counsel),
                                    and all court and litigation costs and
                                    expenses).

                                    (vi) Any and all covenants of the Borrowers
                                    to or with the Agents or any Lender, and any
                                    and all obligations of the Borrowers to act
                                    or to refrain from acting in accordance with
                                    any agreement between the Borrowers and the
                                    Agents or any Lender, or instrument
                                    furnished by the Borrowers to the Agents or
                                    any Lender.

                                    (vii) Each of the foregoing as if each
                                    reference to "the Agents or any Lender,"
                                    were to each Affiliate of the Agents or any
                                    Lender.

                           (b) Any and all direct or indirect liabilities,
                           debts, and obligations of the Borrowers to any Agent
                           or any Affiliate of any Agent, each of every kind,
                           nature, and description owing on account of any
                           service or accommodation provided to, or for the
                           account of any Borrowers pursuant to this or any
                           other Loan Document, including cash management
                           services and the issuances of L/C's.

         "LIQUIDATION": The exercise, by the Collateral Agent, of those rights
                  and remedies accorded to the Collateral Agent under the Loan
                  Documents and applicable law as a creditor of the Borrowers
                  following and on account of the occurrence of an Event of
                  Default looking towards the realization on the Collateral.
                  Derivations of the word "Liquidation" (such as "Liquidate")
                  are used with like meaning in this Agreement.

         "LOAN ACCOUNT": Defined in Section 2.8.

         "LOAN DOCUMENTS": This Agreement, each instrument and document
                  executed and/or delivered as contemplated by Article III,
                  below, each instrument and document executed and/or delivered
                  as contemplated by Article III, hereof, (including without
                  limitation the fee letters by and between any of the Agents
                  and the Borrowers or any of the Lenders and the Borrowers) and
                  each other instrument or document from time to time executed
                  and/or delivered in connection with the arrangements
                  contemplated hereby or in connection with any transaction with
                  any Agent or any Affiliate of any Agent in connection with the
                  arrangements contemplated hereby, including, without
                  limitation, any transaction which arises out of any cash
                  management, depository, investment, letter of credit or
                  interest



                                       20
<PAGE>   28

                  rate protection, or equipment leasing services provided by any
                  Agent or any Affiliate of any Agent in connection with the
                  arrangements contemplated hereby, as each may be amended from
                  time to time.

         "LOCKBOX ACCOUNT": Defined in Section 7.3(a)(iv).

         "MARGIN PRICING GRID": Provides for quarterly adjustment to the
                  interest rate to be charged on Tranche A Loans based upon the
                  level of Availability then existing and is shown in Section
                  2.11(a)(vi).

         "MATERIAL ACCOUNTING CHANGE": Any change in GAAP applicable to
                  accounting periods subsequent to the Borrowers' fiscal year
                  most recently completed prior to the execution of this
                  Agreement, if such change has a material effect on the
                  Borrowers' financial condition or operating results, as
                  reflected on financial statements and reports prepared by or
                  for the Borrowers, when compared with such condition or
                  results as if such change had not taken place, or where
                  preparation of the Borrowers' statements and reports in
                  compliance with such change results in the breach of a
                  financial performance covenant imposed pursuant to Section
                  5.12, where such a breach would not have occurred if such
                  change had not taken place or visa versa.

         "MATERIAL ADVERSE CHANGE": Any event, fact, circumstance, change in, or
                  effect on, the business of any Borrower, which individually or
                  in the aggregate or on a cumulative basis with any other
                  events, facts, circumstances, changes in, or effects on, the
                  Borrowers or the Collateral, taken as a whole which:

                           (a) Would reasonably be expected to materially
                           adversely affect (i) the ability of the Borrowers to
                           (A) operate or conduct its business in all material
                           respects in the manner in which such business is
                           currently operated or conducted, or (B) to perform
                           its obligations under the Loan Documents or (ii) the
                           assets, properties, business, prospects,
                           profitability, operations, or condition (financial or
                           otherwise) of the Borrowers taken as a whole.

                           (b) Would reasonably be expected to have a Material
                           Adverse Effect on the value, enforceability, or
                           collectibility of the Collateral taken as a whole.

         "MATERIAL ADVERSE EFFECT": A result, consequence, or outcome which
                  constitutes a Material Adverse Change.

         "NOTICE  ADDRESS": With respect to the Administrative Agent, as
                  provided in Section 12.1.

                  With respect to the Collateral Agent, as provided in Section
                  12.1.


                                       21
<PAGE>   29

                  With respect to any Tranche A Lender, as indicated adjacent to
                  such Lender's signature at the foot of this Agreement. With
                  respect to any Person who becomes a Tranche A Lender hereafter
                  pursuant to Section 7.2 of the Agency Agreement, as indicated
                  in the Assignment and Acceptance of such Person.

                  With respect to the Tranche B Lenders, as provided in Section
                  12.1. With respect to any Person who becomes a Tranche B
                  Lender hereafter pursuant to Section 7.2 of the Agency
                  Agreement, as indicated in the Assignment and Acceptance of
                  such Person.

                  With respect to the Tranche C Agent, as provided in Section
                  12.1.

                  With respect to the Tranche C Lenders, as provided in Section
                  12.1.

                  Each Notice Address is subject to change as provided in
                  Section 12.1.

         "OVERALL INVENTORY APPRAISAL CAP." 97% of the Appraised Inventory
                  Liquidation Value.

         "OVERALL INVENTORY ADVANCE RATES": The following percentages for the
                  applicable category of Eligible Inventory during the periods
                  of each calendar year indicated in the chart below:

<TABLE>
<CAPTION>
                --------------------------- ----------------- ----------------- ------------------
                          PERIOD                 TIER I           TIER II             RETAIL
                                               WHOLESALE         WHOLESALE          INVENTORY
                                               INVENTORY         INVENTORY
                --------------------------- ----------------- ----------------- ------------------
<S>                                               <C>               <C>                <C>
                December 16 - August 15           70%               61%                70%
                --------------------------- ----------------- ----------------- ------------------
                August 16 - September 30          74%               61%                74%
                --------------------------- ----------------- ----------------- ------------------
                October 1 - December 15           82%               61%                82%
                --------------------------- ----------------- ----------------- ------------------
</TABLE>


                  As used herein, the terms "OVERALL TIER I WHOLESALE INVENTORY
                  ADVANCE RATE," "OVERALL TIER II WHOLESALE INVENTORY ADVANCE
                  RATE," and "OVERALL RETAIL INVENTORY ADVANCE RATE" shall mean
                  the Overall Inventory Advance Rates applicable to each of the
                  categories of Inventory pursuant to this chart.

         "OVERALL RECEIVABLES ADVANCE RATE": The applicable percentages with
                  respect to the categories of Eligible Receivables set forth is
                  the chart below:

                                       22
<PAGE>   30

<TABLE>
<CAPTION>
                            ------------------------------- -------------------------
                            TYPE OF ELIGIBLE RECEIVABLES          PERCENTAGE
                            ------------------------------- -------------------------
<S>                                                                   <C>
                            Eligible Receivables                      88%
                            ------------------------------- -------------------------
                            Insured Receivables                       88%
                            ------------------------------- -------------------------
</TABLE>


                  As used herein, "OVERALL ELIGIBLE RECEIVABLES ADVANCE RATE"
                  and "OVERALL INSURED RECEIVABLES ADVANCE RATE" SHALL MEAN THE
                  PERCENTAGE RATES APPLICABLE TO SUCH CATEGORIES OF RECEIVABLES
                  SET FORTH IN THE CHART ABOVE.

         "OVERLOAN": A loan, advance, or providing of credit support (such as
                  the issuance of any L/C) to the extent that, at the time it is
                  made, it exceeds Availability immediately prior to the making
                  of such loan, advance, or providing of credit support.

         "PARTICIPANT": Defined in Section 14.16, hereof.

         "PERMISSIBLE OVERLOANS": Defined in the Agency Agreement.

         "PERMITTED ENCUMBRANCES": The following:

                           (a) Encumbrances in favor of the Collateral Agent
                           pursuant to the terms of the Loan Documents.

                           (b) Those Encumbrances (if any) listed on EXHIBIT
                           4.7, annexed hereto.

                           (c) Liens securing the payment of taxes, either not
                           yet overdue or the validity of which is being
                           contested in good faith by the Borrowers and for
                           which the Borrowers have established adequate cash
                           reserve; non-consensual statutory liens (other than
                           liens securing the payment of taxes) arising in the
                           ordinary course of Borrowers' business to the extent
                           such liens secure (i) indebtedness that is not
                           overdue, (ii) indebtedness relating to claims or
                           liabilities which are fully insured and being
                           defended at the sole cost and expense and at the sole
                           risk of the insurer or are being contested by the
                           Borrowers in good faith by appropriate proceedings
                           diligently pursued, in each instance prior to the
                           commencement of foreclosure or other similar
                           proceedings and provided that adequate reserves
                           therefor have been set aside on the Borrowers' books
                           (provided, however, that the inclusion of any of the
                           foregoing as "Permitted Encumbrances" shall not
                           affect their respective relative priorities vis a vis
                           the security interests created herein), or (iii)
                           zoning restrictions, easements, licenses, covenants
                           and other restrictions affecting the use of real
                           property.


                                       23
<PAGE>   31

                           (d) Deposits under workmen's compensation,
                           unemployment insurance and social security laws, or
                           to secure the performance of bids, tenders, contracts
                           (other than for the repayment of borrowed money) or
                           leases, or to secure statutory obligations or surety
                           or appeal bonds, or to secure indemnity, performance
                           or other similar bonds arising in the ordinary course
                           of business.

                           (e) Landlord's liens arising by operation of law
                           where waivers have not been obtained.

                           (f) Purchase money security interests or capitalized
                           equipment leases on Equipment acquired or held by the
                           Borrowers in the ordinary course of business and
                           securing Indebtedness incurred or assumed for the
                           purpose of financing all or any part of the cost of
                           acquiring such Equipment; provided however that (i)
                           any such Encumbrance attaches to such property
                           concurrently with or within twenty (20) days after
                           the acquisition thereof, (ii) such Encumbrance
                           attaches solely to the property so acquired in such
                           transaction and (iii) the principal amount of the
                           Indebtedness secured thereby does not exceed 100% of
                           the cost of such property.

         "PERMITTED INVESTMENT": An investment which fulfills any of the
                  following numbered criteria and which is pledged to the
                  Collateral Agent for the benefit of the Lenders pursuant to a
                  control or similar agreement acceptable to the Collateral
                  Agent:

                           (a) Debt entitled to the full faith and credit of the
                           United States with maturities not to exceed one
                           hundred and eighty-one (181) days.

                           (b) Banker's acceptances accepted, savings accounts
                           made available, repurchase agreements entered into,
                           and certificates of deposit issued by the Collateral
                           Agent or any bank whose most senior debt has been
                           assigned an investment grade credit rating by a
                           nationally recognized credit rating service.

                           (c) Commercial paper rated A-1/P-1.

                           (d) Money market accounts or funds within the meaning
                           of Rule 2a-7 of the Investment Company Act of 1940,
                           in effect as of the date of this Agreement.

                           (e) Investments listed on EXHIBIT 4.7.

         "PERSON": Any natural person, and any corporation, limited liability
                  company, trust, partnership, joint venture, or other
                  enterprise or entity.

         "PROCEEDS": Includes, without limitation, "Proceeds" as defined in the
                  UCC (defined below), and proceeds of all Collateral.

         "PRO RATA": (a) With respect to any Tranche A Lender vis-a-vis any
                  other Tranche A Lender, a fraction (expressed as a
                  percentage), the numerator of which shall be the


                                       24
<PAGE>   32

                  amount of such Tranche A Lender's Tranche A Dollar Commitment
                  and the denominator of which shall be the aggregate of all of
                  the Tranche A Lenders' Tranche A Dollar Commitments, as
                  adjusted from time to time in accordance with the provisions
                  of Section 17.1 hereof, PROVIDED THAT, if all Tranche A Loan
                  Commitments have been terminated, the numerator shall be the
                  unpaid amount of such Tranche A Lender's Tranche A Loans and
                  its interest in L/C exposure and the denominator shall be the
                  aggregate unpaid principal amount of all unpaid Tranche A
                  Loans and L/C exposure.

                  (b) In respect to any Tranche B Lender vis-a-vis any other
                  Tranche B Lender, a fraction (expressed as a percentage), the
                  numerator of which shall be the unpaid amount of such Tranche
                  B Lender's Tranche B Loans and the denominator of which shall
                  be the aggregate unpaid amount of the Tranche B Loans.

                  (c) In respect to any Tranche C Lender vis-a-vis any other
                  Tranche C Lender, a fraction (expressed in a percentage), the
                  numerator of which shall be the unpaid amount of such Tranche
                  C Lender's Tranche C Loans and the denominator of which shall
                  be the aggregate unpaid principal amount of the Tranche C
                  Loans.

         "RECEIPTS": All cash, cash equivalents, checks, and credit card slips
                  and receipts as arise out of the sale of the Collateral.

         "RECEIVABLES ADVANCE RATE": The applicable percentages with respect to
                  the categories of Eligible Receivables set forth in the chart
                  below:

<TABLE>
<CAPTION>
                    --------------------------------------- ----------------------------------
                          TYPE OF ELIGIBLE RECEIVABLE                   PERCENTAGE
                    --------------------------------------- ----------------------------------

<S>                                                                         <C>
                      Eligible Receivables                                  80%
                    --------------------------------------- ----------------------------------

                      Insured Receivables                                   85%
                    --------------------------------------- ----------------------------------
</TABLE>


         As used herein, the terms "ELIGIBLE RECEIVABLES ADVANCE RATE" and
"INSURED RECEIVABLES ADVANCE RATE" shall mean the advance rates applicable to
such categories of Receivables pursuant to this chart.

         "RECEIVABLES COLLATERAL": That portion of the Collateral which consists
                  of rights to payment.

         "RECEIVABLES RESERVES": Such Reserves as may be established from time
                  to time by the Collateral Agent in the Collateral Agent's
                  reasonable discretion based upon the Collateral Agent's
                  determination of the collectability in the ordinary course and
                  of the creditworthiness of the Eligible Receivables. Without
                  limiting the generality of the foregoing, Receivables Reserves
                  shall include (but are not limited to) reserves based on the
                  following:


                                       25
<PAGE>   33

                                    (i) The aggregate of all Accounts which are
                                    unpaid more than 90 days past invoice or are
                                    unpaid for more than 60 days from the due
                                    date.

                                    (ii) The aggregate of all Accounts for which
                                    25% or more of Accounts from the Account
                                    Debtor are deemed subject to reserves
                                    hereunder or not deemed Eligible
                                    Receivables.

                                    (iii) That portion of Eligible Receivables
                                    owed by any Account Debtor which exceed ten
                                    percent (10%) of all Eligible Receivables.

                                    (iv) The aggregate of all Accounts which
                                    arise out of the sale by the Borrowers of
                                    goods consigned or delivered to the
                                    Borrowers or to an Account Debtor on sale or
                                    return terms (whether or not compliance has
                                    been made with the applicable provisions of
                                    Article 2 of the Uniform Commercial Code).

                                    (v) The aggregate of all Accounts which
                                    arise out of any sale made on a basis other
                                    than upon terms usual to the business of the
                                    Borrowers.

                                    (vi) The aggregate of all Accounts which
                                    arise out of any sale made on a guaranteed
                                    sale, sale on approval, "bill and hold,"
                                    dating, delayed shipping basis, or other
                                    terms under which payment by an Account
                                    Debtor may be conditional or contingent.

                                    (vii) The aggregate of all Accounts which
                                    are owed by any Account Debtor whose
                                    principal place of business is not within
                                    the continental United States.

                                    (viii) The aggregate of all Accounts which
                                    are owed by any Affiliate, including any
                                    other Borrower or VCM.

                                    (ix) The aggregate of all Accounts to the
                                    extent that the Account Debtor holds or is
                                    entitled to any claim, counterclaim, set
                                    off, recoupment, or chargeback as determined
                                    by the Agent in its discretion.

                                    (x) The aggregate of all Accounts which are
                                    evidenced by an instrument on Chattel Paper.

                                    (xi) The aggregate of all Accounts which are
                                    owed by any Person employed by, or a
                                    salesperson of, the Borrowers.

                                    (xii) There exists any agreement with the
                                    Account Debtor for any deduction therefrom,
                                    including finance charges and reserves for
                                    rebates and advertising, except for
                                    discounts or allowances which are made in
                                    the ordinary course of business for prompt
                                    payment and which discounts or allowances
                                    are reflected in the calculation of the face
                                    value of each invoice related to the
                                    Account.


                                       26
<PAGE>   34

                                    (xiii) The aggregate of all Accounts which
                                    are owed by Account Debtors which are any
                                    foreign government, the United States of
                                    America, any State, political subdivision,
                                    department, agency or instrumentality
                                    thereof, unless, if the Account Debtor is
                                    the United States of America, any State,
                                    political subdivision, department, agency,
                                    or instrumentality thereof, upon Lender's
                                    request, the Federal Assignment of Claims
                                    Act of 1940, as amended, or any similar
                                    State or local law, if applicable, has been
                                    complied with in a manner satisfactory to
                                    Lender.

                                    (xiv) The aggregate of all Accounts for
                                    which there are proceedings or actions which
                                    are threatened or pending against the
                                    Account Debtor with respect to such Accounts
                                    which might result in any material adverse
                                    change in any such Account Debtor's
                                    financial condition.

                                    (xv) The aggregate of all Accounts for
                                    Account Debtors which are located in States
                                    where the Borrowers have not qualified to do
                                    business or where the Borrowers have not
                                    filed Notice of Business Activity Reports.

         "REQUIREMENT OF LAW": As to any Person:

                           (a) (i) All statutes, rules, regulations, orders, or
                           other requirements having the force of law and (ii)
                           all court orders and injunctions, arbitrator's
                           decisions, and/or similar rulings, in each instance
                           ((i) and (ii)) of or by any federal, state,
                           municipal, and other governmental authority, or
                           court, tribunal, panel, or other body which has or
                           claims jurisdiction over such Person, or any property
                           of such Person, or of any other Person for whose
                           conduct such Person would be responsible.

                           (b) That Person's charter, certificate of
                           incorporation, articles of organization, and/or other
                           organizational documents, as applicable; and

                           (c) That Person's by-laws and/or other instruments
                           which deal with corporate or similar governance, as
                           applicable.

         "RESERVE PERCENTAGE": The decimal equivalent of that rate applicable to
                  a Tranche A Lender under regulations issued from time to time
                  by the Board of Governors of the Federal Reserve System for
                  determining the maximum reserve requirement of that Tranche A
                  Lender with respect to "Eurocurrency liabilities" as defined
                  in such regulations. The Reserve Percentage applicable to a
                  particular Index Loan shall be based upon that in effect
                  during the subject Interest Period, with changes in the
                  Reserve Percentage which take effect during such Interest
                  Period to take effect (and to consequently change any interest
                  rate determined with reference to the Reserve Percentage) if
                  and when such change is applicable to such loans.


                                       27
<PAGE>   35

         "RESERVES": The following: Receivables Reserves; Availability Reserves;
                  and Inventory Reserves.

         "RETAIL INVENTORY": Inventory (without duplication of Wholesale
                  Inventory) that the Borrower purchases, otherwise acquires or
                  holds for direct sale to retail customers from any of the
                  Borrower's Retail Store locations.

         "RETAIL STORES": All of the Borrowers' present and future retail
                  locations, including without limitation, those locations
                  listed on EXHIBIT 4.6 as retail locations.

         "REVOLVING CREDIT": Defined in Section 2.1(a).

         "SEC": The United States Securities and Exchange Commission, or any
                  successor thereto.

         "STATED AMOUNT": The maximum amount for which an L/C may be honored,
                  less any amounts already drawn thereunder.

         "SUBSIDIARY": (a) Any corporation or limited liability company of which
                  fifty percent (50%) or more of the issued and outstanding
                  securities having ordinary voting power for the election of
                  directors or membership interests is owned or controlled,
                  directly or indirectly, by a Person and/or by one or more of
                  its Subsidiary, and (b) any partnership in which a Person
                  and/or one or more Subsidiary of such Person shall have a
                  general partnership interest or any other interest (whether in
                  the form of voting or participation in profits or capital
                  contribution), in each case, of more than fifty percent (50%).
                  Without limitation of the generality of the foregoing, in the
                  case of Lead Borrower, the term Subsidiary shall include VCM
                  and each other Borrower.

          "SUSPENSION EVENT": Any occurrence, circumstance, or state of facts
                  which (a) is an Event of Default; or (b) would become an Event
                  of Default if any requisite notice were given and/or any
                  requisite period of time were to run and such occurrence,
                  circumstance, or state of facts were not absolutely cured
                  within any applicable grace period.

         "SWINGLINE": The facility pursuant to which the SwingLine Lender may
                  advance SwingLine Loan to the Borrower aggregating up to the
                  SwingLine Loan Ceiling.

         "SWINGLINE LENDER": IBJ Whitehall Business Credit Corporation or
                  another financial institution designated by Administrative
                  Agent.

         "SWINGLINE LOAN CEILING": Seven Million Five Hundred Thousand Dollars
                  ($7,500,000.00) (subject to increase as provided in Section
                  2.7(a)), which amount shall be a sublimit of the Tranche A
                  Ceiling.

         "SWINGLINE LOANS":  Defined in Section 2.7(a).


                                       28
<PAGE>   36

         "SWINGLINE NOTE":  Defined in Section 2.7(c).

         "TAX NOTES": All Promissory Notes issued by Reuven Dessler, Jake
                  Koval, Mark Hanners, David Lipins and Nathan Levitansky in
                  favor of the Lead Borrower to evidence loans made to them by
                  Lead Borrower to assist in the payment of federal and state
                  income taxes in connection with their receipt of stock in the
                  Lead Borrower, which Notes have a current outstanding balance
                  of principal and accrued interest in the approximate amount of
                  $2,800,000.

         "TAX ESCROW": An account maintained by the Borrowers with the
                  Collateral Agent (or its Affiliate) into which the Borrower
                  shall deposit all payments on and proceeds of the Tax Notes
                  and against which the Collateral Agent has, at all times, a
                  first priority, perfected security interest.

         "TRANCHE A CEILING": The aggregate amount of the Tranche A Commitments
                  of all Tranche A Lenders which shall equal Seventy Million
                  Dollars ($70,000,000.00).

         "TRANCHE A COMMITMENT": With respect to each Tranche A Lender, that
                  respective Tranche A Lender's Tranche A Dollar Commitment.

         "TRANCHE A COMMITMENT FEE": As defined in the Tranche A Fee Letter and
                  Section 2.13(a) hereof.

         "TRANCHE A DEBT": The aggregate of the Borrowers' Liabilities,
                  obligations, and indebtedness of any character to the Tranche
                  A Lenders that arise from or are related to Tranche A Loans
                  (including without limitation any Costs of Collection of the
                  Tranche A Lenders and any Overloans), other than Tranche A
                  Fees.

         "TRANCHE A DOLLAR COMMITMENT": As set forth on EXHIBIT 2.24(a), annexed
                  hereto (as such amounts may change in accordance with the
                  provisions of this Agreement). The aggregate of Tranche A
                  Dollar Commitments shall not exceed $70,000,000.00.

         "TRANCHE A EARLY TERMINATION FEE": Defined in Section 2.17(a).

         "TRANCHE A FEES" All fees (such as a fee on account of the execution of
                  an amendment of the Loan Agreement or the Tranche A Early
                  Termination Fee) payable by the Borrowers in respect of the
                  Tranche A Loans, including any fee payable on account of cash
                  management services and the issuance of L/C's relating to this
                  Agreement and any fee payable as provided in the Tranche A Fee
                  Letter and Agent Fee Letter, and any amount payable to an
                  Agent as reimbursement for any cost or expense incurred by
                  that Agent on account of the discharge of that Agent's duties
                  under this Agreement or the other Loan Documents.

         "TRANCHE A FEE LETTER". That certain letter of even date by and between
                  the Administrative Agent concerning the fees payable to the
                  Tranche A Lenders.


                                       29
<PAGE>   37

         "TRANCHE A LENDERS": Each Tranche A Lender to which reference is made
                  in the Preamble of this Agreement and any other Person who
                  becomes a "Tranche A Lender" in accordance with the provisions
                  of this Agreement.

         "TRANCHE A LOAN": Defined in Section 2.1(a).

         "TRANCHE A MATURITY DATE": August 21, 2004.

         "TRANCHE A NOTE": Defined in Section 2.9(a).

         "TRANCHE A OBLIGATIONS": The aggregate of Tranche A Debt and Tranche A
                  Fees.

         "TRANCHE A PERCENTAGE COMMITMENT": As set forth on EXHIBIT 2.24(a),
                  annexed hereto reflecting, with respect to any Tranche A
                  Lender, the ratio of (i) the amount of the Tranche A Dollar
                  Commitment of such Tranche A Lender to (ii) the aggregate
                  amount of the Tranche A Dollar Commitments of all Tranche A
                  Lenders (as such percentage may change in accordance with the
                  provisions of this Agreement).

         "TRANCHE A SENIOR COLLATERAL": All Collateral which is not Tranche B
                  Senior Collateral.

         "TRANCHE A TERMINATION DATE": The earliest of (a) the Tranche A
                  Maturity Date; or (b) the occurrence of any event described in
                  Section 10.11, below; or (c) the date set as the Tranche A
                  Termination Date in a notice by the Administrative Agent to
                  the Lead Borrower on account of the occurrence of any Event of
                  Default other than as described in Section 10.11, below.

         "TRANCHE B ANNIVERSARY FEE": Defined in the Tranche B Fee Letter and in
                  Section 2.13(b).

         "TRANCHE B COMMITMENT FEE": Defined in the Tranche B Fee Letter and in
                  Section 2.13(b).

         "TRANCHE B CURRENT PAY INTEREST": Defined in Section 2.11(b)(i).

         "TRANCHE B DEBT": The aggregate of the Borrowers' Liabilities,
                  obligations, and indebtedness of any character to the Tranche
                  B Lenders arising from or related to the Tranche B Loan
                  (including without limitation any Costs of Collection of the
                  Tranche B Lenders), other than Tranche B Fees.

         "TRANCHE B DEFERRED INTEREST":  Defined in Section 2.11(b)(1).

         "TRANCHE B EARLY TERMINATION FEE":   Defined in Section 2.17(b).

         "TRANCHE B FACE AMOUNT" The Tranche B Funded Amount and all Tranche B
                  Deferred Interest added as principal to the Tranche B Loan.


                                       30
<PAGE>   38

         "TRANCHE B FEES" All fees (such as Tranche B Commitment Fee, Tranche B
                  Supplemental Fee, Tranche B Anniversary Fee, Tranche B Early
                  Termination Fee, Tranche B Monitoring Fee, and any fee on
                  account of the execution of an amendment of the Loan
                  Agreement) payable by the Borrowers in respect of the Tranche
                  B Loan, other than any amount payable to an Agent as
                  reimbursement for any cost or expense incurred by that Agent
                  on account of the discharge of that Agent's duties under this
                  Agreement or the other Loan Documents.

         "TRANCHE B FEE LETTER": That certain letter of even date by and between
                  the Lead Borrower and the Tranche B Lenders.

         "TRANCHE B FUNDED AMOUNT": $8,300,000.

         "TRANCHE B INTEREST": Defined in Section 2.11(b)(i).

         "TRANCHE B LENDER": Defined in the Preamble, together with its
                  successors and assigns.

         "TRANCHE B LOANS": Defined in Section 2.1(b).

         "TRANCHE B MATURITY DATE": August 21, 2004.

         "TRANCHE B MONITORING FEE": Defined the Tranche B Fee Letter and in
                  Section 2.15.

         "TRANCHE B NOTE": Defined in Section 2.9(b).

         "TRANCHE B OBLIGATIONS": The aggregate of Tranche B Debt and Tranche B
                  Fees.

         "TRANCHE B OID": $300,000.

         "TRANCHE B SENIOR COLLATERAL": (i) all Equipment and Fixtures now owned
                  or hereafter acquired by any Borrower which are used or
                  located at Borrowers' Warehouses; (ii) all of Odd-Job Trading
                  Corp.'s right, title and interest in VCM, which shall be
                  pledged to the Collateral Agent pursuant to the VCM Pledge,
                  and (iii) all products, Proceeds, substitutions and accessions
                  of or to any of the foregoing), wherever located, and, in each
                  case, all products, Proceeds, substitutions and accessions of
                  or to any of the foregoing.

         "TRANCHE B TERMINATION DATE": The earliest of (a) the Tranche B
                  Maturity Date; or (b) the occurrence of any event described in
                  Section 10.11, below; or (c) the date set as the Tranche B
                  Termination Date in a notice by the Administrative Agent to
                  the Lead Borrower on account of the occurrence of any Event of
                  Default other than as described in Section 10.11, below.

         "TRANCHE C DEBT": The aggregate of the Borrowers' Liabilities,
                  obligations, and indebtedness of any character to the Tranche
                  C Lenders (including without limitation any Costs of
                  Collection of the Tranche C Lenders).


                                       31
<PAGE>   39

         "TRANCHE C FEES": Defined in Section 2.12.

         "TRANCHE C FEE LETTER": That certain letter of even date by and between
                  the Lead Borrower and the Tranche C Agent concerning the fees
                  payable to the Tranche C Lenders.

         "TRANCHE C LENDER(S)": Defined in the Preamble, together with their
                  successors and assigns.

         "TRANCHE C LOAN CEILING": $1,000,000.00.

         "TRANCHE C LOANS": Defined in Section 2.1(c).

         "TRANCHE C MATURITY DATE": August 21, 2004.

         "TRANCHE C MEASURED DEFAULT": Any Event of Default pursuant to Section
                  10.1, Section 10.3 hereof as a result of the Borrowers failure
                  to comply with any covenant in Sections 5.12 or the failure of
                  the Borrowers to remit Receipts and proceeds of Collateral in
                  accordance with Section 7.4, or any Event of Default under
                  Sections 10.4(a) on account of the Borrowers failure to
                  deliver Borrowing Base Certificates in accordance with Section
                  5.4, 10.10, or 10.11.

         "TRANCHE C NOTE": Defined in Section 2.9(c).

         "TRANCHE C OBLIGATIONS": The aggregate of Tranche C Debt, and Tranche C
                  Fees.

         "TRANCHE C TERMINATION DATE": The earliest of (a) the Tranche C
                  Maturity Date; or (b) at the option of the Tranche C Lender,
                  the occurrence of a Change in Control, or (c) the occurrence
                  of any event described in Section 10.11, below; or (d) the
                  date set as the Tranche C Termination Date in a notice by the
                  Administrative Agent to the Lead Borrower on account of the
                  occurrence of any Event of Default other than as described in
                  Section 10.11, below.

         "TRANSFER": Wire transfer pursuant to the wire transfer system
                  maintained by the Board of Governors of the Federal Reserve
                  Board, or as otherwise may be agreed to from time to time by
                  the Administrative Agent making such Transfer and the subject
                  Lender. Wire instructions may be changed in the same manner
                  that Notice Addresses may be changed pursuant to Section 12.1
                  of this Agreement, except that no change of the wire
                  instructions for Transfers to any Lender shall be effective
                  without the consent of the Administrative Agent.

         "UCC": The Uniform Commercial Code as presently in effect in
                  Massachusetts (Mass. Gen. Laws, Ch. 106) as used herein in the
                  context of any definitions; otherwise, as in effect from time
                  to time in Massachusetts.

         "UNUSED LINE FEE": Defined in Section 2.16.


                                       32
<PAGE>   40

         "VCM": Shall mean VCM Ltd., an Ohio limited liability company

         "VCM PLEDGE": Shall mean that Pledge Agreement of even date
                  herewith by and between Odd Job Trading Corp. and the
                  Collateral Agent, on behalf of the Lenders, under which
                  Odd Job Trading Corp.pledges all of its right, title and
                  interests in VCM to the Collateral Agent on behalf of the
                  Lenders.

         "VCM OBLIGATIONS": VCM's obligations to National City Bank of
                  Columbus pursuant to a Demand Note dated as of July 31, 1997
                  in the original face amount of $25,000,000, and the
                  obligations of any co-obligor, guarantor, endorser or other
                  Person liable in respect of such obligations.

         "WAREHOUSES": The Borrowers' distribution centers and warehouses listed
                  in Exhibit 4.6 hereto, and any future locations at which the
                  Borrowers store Inventory .

         "WHOLESALE INVENTORY": Inventory (without duplication of Retail
                  Inventory) which Borrower purchases or otherwise acquires for
                  sale to merchants, distributors or other non-retail customers
                  by and through Borrowers' wholesale division.

         "WORKING CAPITAL LOANS": The aggregate of the Revolving Credit, the
                  Tranche B Loan and the Tranche C Loan.

ARTICLE II. - THE WORKING CAPITAL LOANS

         2.1      ESTABLISHMENT OF WORKING CAPITAL LOANS.

                  (a) The Tranche A Lenders hereby establish a revolving line of
credit (the "REVOLVING CREDIT") in the Borrowers' favor pursuant to which each
Tranche A Lender, subject to, and in accordance with, this Agreement, acting
through the Administrative Agent shall make loans and advances and otherwise
provide financial accommodations to and for the account of the Borrowers as
follows:

                  Subject to the terms hereof, each Tranche A Lender agrees to
make available from time to time until the Tranche A Maturity Date its Pro Rata
share of advances (each, a "TRANCHE A LOAN") in each instance equal to its
applicable Tranche A Percentage Commitment of Availability, up to a maximum
amount of its applicable Tranche A Dollar Commitment. The obligations of each
Tranche A Lender hereunder shall be several and not joint.

                  (b) Subject to the terms hereof, the Tranche B Lenders agree
to advance to the Borrowers on the Closing Date amounts equal to the Tranche B
Funded Amount (together with all Tranche B Deferred Interest added to the
Tranche B Face Amount following the Closing Date, the "TRANCHE B LOAN").

                  (c) Subject to the terms hereof, the Tranche C Lenders agree
to advance to the Borrowers on the Closing Date amounts equal to the Tranche C
Loan Ceiling (the "TRANCHE C LOAN").


                                       33
<PAGE>   41

                  (d) Tranche A Loans shall be made with reference to the
Borrowing Base and shall be subject to Availability. The Borrowing Base and
Availability shall be determined by the Collateral Agent by reference to
Borrowing Base Certificates furnished as provided in Section 5.4 below (subject
to Reserves established by the Collateral Agent). The Collateral Agent shall
advise the Administrative Agent of its determination of the Borrowing Base and
Availability no later than 1:30 PM Boston time on any day it is furnished a
Borrowing Base Certificate in accordance with Section 5.4 below.

                  (e) As used herein "AVAILABILITY" refers at any time to the
result of the following:

                      (i)   Borrowing Base.

                               Minus

                      (ii)  the then unpaid principal balance of all Tranche A
                  Loans outstanding.

                               Minus

                      (iii) the then Stated Amount of all L/C's.

                  (f) As used herein "BORROWING BASE" refers at any time to the
least of 2.1(f)(i), 2.1(f)(ii), or 2.1(f)(iii), where

                      (i)   the Tranche A Loan Ceiling.

                      (ii)  the result of the following:

                            (A) The Cost of Eligible Retail Inventory of the
                                Retail Borrowers (net of Inventory Reserves)
                                multiplied by the Retail Inventory Advance Rate,
                                but not to exceed the Inventory Appraisal Cap.

                                Plus

                            (B) The Cost of Eligible Tier I Wholesale Inventory
                                (net of Inventory Reserves) multiplied by the
                                Tier I Wholesale Inventory Advance Rate, not to
                                exceed the Inventory Appraisal Cap;

                                Plus

                            (C) The Cost of Eligible Tier II Wholesale Inventory
                                (net of Inventory Reserves) multiplied by the
                                Tier II Wholesale


                                       34
<PAGE>   42

                                Inventory Advance Rate, not to exceed the
                                Inventory Appraisal Cap;

                                Plus

                            (D) The product of the face amount of Eligible
                                Receivables (net of Receivables Reserves)
                                multiplied by the Eligible Receivables Advance
                                Rate;

                                Plus

                            (E) The product of the face amount of Eligible
                                Insured Receivables (net of Receivables
                                Reserves) multiplied by the Insured Receivables
                                Advance Rate;

                                Minus

                            (F) The then aggregate of the Availability Reserves.

                      (iii) the result of the following:

                            (A) The Cost of Eligible Retail Inventory (net of
                                Inventory Reserves) multiplied by the Overall
                                Inventory Advance Rate, not to exceed the
                                Overall Inventory Appraisal Cap;

                                Plus

                            (B) The Cost of Eligible Tier I Wholesale Inventory
                                (net of Inventory Reserves) multiplied by the
                                Overall Tier I Wholesale Inventory Advance
                                Rates, not to exceed the Overall Inventory
                                Appraisal Cap.

                                Plus

                            (C) The Cost of Eligible Tier II Wholesale Inventory
                                (net of Inventory Reserves) multiplied by the
                                Overall Tier II Wholesale Inventory Advance
                                Rate, not to exceed the Overall Inventory
                                Appraisal Cap.

                                Plus

                            (D) The product of the face amount of Eligible
                                Receivables (net Inventory Reserves) multiplied
                                by the Overall Eligible Receivables Advance
                                Rate.

                                Plus


                                       35


<PAGE>   43


                            (E) The product of the face amount of Eligible
                                Insured Receivables (net of Receivables
                                Reserves) multiplied by the Overall Insured
                                Receivables Advance Rate.

                                Plus

                            (F) The Cash Component.

                                Minus

                            (G) The then aggregate of the Availability Reserves

                                Minus

                            (H) The unpaid principal balance of all outstanding
                                Tranche B Loans.


                  (g) The commitment of each Tranche A Lender to provide such
loans, advances, and financial accommodations is subject to Section 2.2.

                  (h) The proceeds of borrowings of Working Capital Loans shall
be used solely for (i) the refinancing of certain Indebtedness of the Borrower
with Provident Bank, acting as agent for a syndicate of lenders, (ii) working
capital purposes, and (ii) the Borrowers' Capital Expenditures, all solely to
the extent permitted by this Agreement. No proceeds of Working Capital Loans may
be used, nor shall any be requested, with a view towards the accumulation of any
general fund or funded reserve of the Borrowers other than in the ordinary
course of the Borrowers' business and consistent with the provisions of this
Agreement.

                  (i) The Collateral Agent reserves the right to increase or to
establish additional Reserves upon one Business Day's prior written notice to
the Borrower.

         2.2      ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS)

                  (a) No Tranche A Lender has any obligation to make any loan or
advance, or otherwise to provide any credit to or for the benefit of the
Borrowers where the result of such loan, advance, or credit is an Overloan
except in respect to Permissible Overloans which the Agents deem prudent.

                  (b) The Tranche A Lenders' obligations, among themselves, are
subject to Section 3.3 of the Agency Agreement(which relates to each Tranche A
Lender's making amounts available to the Administrative Agent) and to Sections
6.1(d) and 6.5(a) of the Agency Agreement(which relate to Permissible
Overloans).


                                       36
<PAGE>   44

                  (c) The Tranche A Lenders' providing of an Overloan on any one
occasion does not affect the obligations of the Borrowers hereunder (such as the
Borrowers' obligation to immediately repay any amount which otherwise
constitutes an Overloan) nor shall it obligate the Tranche A Lenders to do so on
any other occasion.

         2.3      RISKS OF VALUE OF COLLATERAL.

         Any reference to a given asset in connection with the making of loans,
credits, and advances and the providing of financial accommodations under the
Revolving Credit and/or the monitoring of compliance with the provisions hereof
shall not be deemed a determination by any Agent or any Lender relative to the
actual value of the asset in question. All risks concerning the value of the
Collateral are and remain upon the Borrowers. All Collateral secures the prompt,
punctual, and faithful performance of the Liabilities whether or not relied upon
by the Agents in connection with the making of loans, credits, and advances and
the providing of financial accommodations under the Working Capital Loans.

         2.4      COMMITMENT TO MAKE TRANCHE A LOANS AND SUPPORT LETTERS OF
CREDIT.

         Subject to the provisions of this Agreement, the Tranche A Lenders
shall make a loan or advance under the Revolving Credit and the Administrative
Agent shall endeavor to have an L/C issued for the account of the Borrowers, in
each instance if duly and timely requested by the Lead Borrower as provided
herein provided that:

                  (a) No Overloan would be extant.

                  (b) The Revolving Credit has not been suspended as provided in
Section 2.5(h).

         2.5      TRANCHE A LOAN REQUESTS.

                  (a) Requests for loans and advances under the Revolving Credit
shall be made by the Lead Borrower to the Administrative Agent as provided
herein.

                  (b) Subject to the provisions of this Agreement, the Lead
Borrower may from time to time borrow, repay and reborrow under this Section
2.5. Each Tranche A Loan shall be made on notice by the Lead Borrower to the
Administrative Agent. Each notice must be given by no later than the following:

                      (i) In the case of a Tranche A Loan which is to be a Base
                  Margin Loan (which shall include the conversion of an Index
                  Loan): By 10:30 AM, Boston time, on the Business Day on which
                  such Tranche A Loan is to be made.


                                       37
<PAGE>   45

                  Base Margin Loans requested by the Lead Borrower, other than
                  those resulting from the conversion of a Index Loan, shall not
                  be less than $10,000.00.

                      (ii) In the case of a Tranche A Loan which is to be an
                  Index Loan (which shall include the continuation of, or the
                  conversion of a Base Margin Loan to an Index Loan): By 10:30
                  AM, Boston time, three (3) Index Business Days prior to the
                  first day of the Interest Period being requested. Index Loans
                  and conversions to Index Loans shall each be not less than
                  $1,000,000.00 and in increments of $500,000.00 in excess of
                  such minimum.

                      (iii) Any Index Loan which matures while a Suspension
                  Event is extant may be converted, at the option of the
                  Administrative Agent, to a Base Margin Loan notwithstanding
                  any notice from the Lead Borrower that such Loan is to be
                  continued as a Index Loan.

                  (c) Any request for a Tranche A Loan or for the conversion of
a Tranche A Loan which is made after the applicable deadline therefor, as set
forth above, shall be deemed to have been made at the opening of business on the
then next Business Day or Index Business Day, as applicable. Each request for a
Tranche A Loan or for the conversion of a Tranche A Loan shall be made in such
manner as may from time to time be acceptable to the Administrative Agent.

                  (d) Intentionally Left Blank.

                  (e) The Lead Borrower may request that the Administrative
Agent cause the issuance of L/C's for the account of the Borrowers as provided
in Section 2.20.

                  (f) The Administrative Agent may rely on any request for a
loan or advance, or other financial accommodation under the Revolving Credit
which the Administrative Agent, in good faith, believes to have been made by a
Person duly authorized to act on behalf of the Lead Borrower and may decline to
make any such requested loan or advance, or issuance, or to provide any such
financial accommodation pending the Administrative Agent's being furnished with
such documentation concerning that Person's authority to act as may be
satisfactory to the Administrative Agent.

                  (g) A request by the Lead Borrower for a loan or advance or
other financial accommodation under the Revolving Credit shall be irrevocable
and shall constitute certification by each Borrower that as of the date of such
request, each of the following is true and correct:

                      (i) There has been no Material Adverse Change in the
                  Borrowers' Consolidated financial condition from the most
                  recent financial information furnished Administrative Agent or
                  any Lender pursuant to this Agreement.

                      (ii) Each Borrower is in compliance with, and has not
                  breached any of, its covenants contained in this Agreement.


                                       38
<PAGE>   46

                      (iii) All or a portion of any loan or advance so requested
                  will be set aside or adequate reserves will otherwise be
                  established by the Borrowers to the extent necessary to pay
                  when due to all of the Borrowers' obligations for sales tax on
                  account of sales since the then most recent borrowing pursuant
                  to the Revolving Credit.

                      (iv) Each representation which is made herein or in any of
                  the Loan Documents is then true and complete as of and as if
                  made on the date of such request (unless such representation
                  relates to an earlier date, in which event such representation
                  shall be true as of such earlier date).

                      (v) No Suspension Event is then extant.

                  (h) Upon the occurrence from time to time of any Suspension
Event neither the Administrative Agent on behalf of Tranche A Lenders nor the
SwingLine Lender shall be obligated to make any loans or advance, to provide any
financial accommodation hereunder, or to issue any L/C, or to accept any request
of the Lead Borrower that any Index Loan be made or any Base Margin Loan be
converted to an Index Loan.

         2.6      MAKING OF TRANCHE A LOANS

                  (a) A loan or advance under the Revolving Credit shall be made
by the Transfer of the proceeds of such loan or advance to the Disbursement
Account or as otherwise instructed by the Lead Borrower.

                  (b) A loan or advance shall be deemed to have been made under
the Revolving Credit (and the Borrowers shall be indebted to the Administrative
Agent and the applicable Tranche A Lenders for the amount thereof immediately)
upon the Administrative Agent's initiation of the Transfer of the proceeds of
such loan or advance in accordance with the Lead Borrower's instructions (if
such loan or advance is of funds requested by the Lead Borrower) or the charging
of the amount of such loan to the Loan Account (in all other circumstances).

                  (c) There shall not be any recourse to or liability of the
Administrative Agent or any Tranche A Lender (except to the extent caused by the
gross negligence or willful misconduct of the Administrative Agent or any
Tranche A Lender, respectively, as determined by a court of competent
jurisdiction), on account of:

                      (i) Any delay in the making of any loan or advance
                  requested under the Revolving Credit.

                      (ii) Any delay by any bank or other depository institution
                  in treating the proceeds of any such loan or advance as
                  collected funds.


                                       39
<PAGE>   47

                      (iii) Any delay in the receipt, and/or any loss, of funds
                  which constitute a loan or advance under the Revolving Credit,
                  the wire transfer of which was properly initiated by the
                  Administrative Agent in accordance with wire instructions
                  provided to the Administrative Agent by the Lead Borrower.

         2.7      SWINGLINE LOANS.

                  (a) For ease of administration of Tranche A Loans, Tranche A
Loans which are Base Margin Loans may be made by the SwingLine Lender (in the
aggregate, the "SWINGLINE LOANS") in accordance with the procedures set forth in
this Agreement for the making of Tranche A Loans. The unpaid principal balance
of the SwingLine Loans shall not at any one time be in excess of the SwingLine
Loan Ceiling (which SwingLine Loan Ceiling is subject to amendment from time to
time, by reasonable advance notice by the Administrative Agent to the Lead
Borrower).

                  (b) The aggregate unpaid principal balance of SwingLine Loans
shall bear interest at the rate applicable to Base Margin Loans and shall be
repayable as a Tranche A Loan under the Revolving Credit.

                  (c) The Borrowers' obligation to repay SwingLine Loans shall
be evidenced by a Note in the form of EXHIBIT 2.7 ("SWINGLINE NOTE"), executed
by the Lead Borrower on behalf of itself and the other Borrowers, and payable to
the SwingLine Lender. Neither the original nor a copy of the SwingLine Note
shall be required to establish or prove any Liability. Upon the Lead Borrower
being provided with an affidavit (which shall include an indemnity reasonably
satisfactory to the Lead Borrower) from the SwingLine Lender to the effect that
the SwingLine Note has been lost, mutilated, or destroyed, the Lead Borrower
shall on behalf of itself and the other Borrowers execute and deliver a
replacement of any SwingLine Note to the SwingLine Lender.

                  (d) For all purposes of this Loan Agreement, the SwingLine
Loans and the Borrowers' obligations to the SwingLine Lender constitute Tranche
A Loans and are secured as "Liabilities".

                  (e) SwingLine Loans may be subject to periodic settlement with
the Tranche A Lenders as provided in Section 3.2 of the Agency Agreement.

         2.8      THE LOAN ACCOUNT.

                  (a) An account ("LOAN ACCOUNT") shall be opened on the books
of the Administrative Agent in which a record shall be kept of all Tranche A
Loans.

                  (b) The Administrative Agent may also keep a record (either in
the Loan Account or elsewhere, as the Administrative Agent may from time to time
elect) of all interest,


                                       40
<PAGE>   48

fees, service charges, costs, expenses, and other debits owed to the
Administrative Agent, the SwingLine Lender, and each Tranche A Lender on account
of the Liabilities and of all credits against such amounts so owed.

                  (c) All credits against the Liabilities shall be conditional
upon receipt of final payment to the Administrative Agent for the account of
each Tranche A Lender of the items giving rise to such credits. The amount of
any item credited against the Liabilities which is charged back against the
Administrative Agent or any Tranche A Lender for any reason or is not so paid
shall be a Liability and shall be added to the Loan Account, whether or not the
item so charged back or not so paid is returned.

                  (d) Except as otherwise provided herein, all fees, service
charges, costs, and expenses for which the Borrowers are obligated hereunder are
payable on demand. In the determination of Availability, the Administrative
Agent may deem fees, service charges, accrued interest (except for interest
charged on Index Loans, which, absent the occurrence of an Event of Default,
shall be charged on the maturity date of the Index contract), and other payments
which will be due and payable between the date of such determination and the
first day of the then next succeeding month as having been advanced under the
Revolving Credit whether or not such amounts are then due and payable.

                  (e) The Administrative Agent, without the request of the Lead
Borrower, may advance under the Revolving Credit any interest, fee, service
charge, or other payment to which the Agents or any Lender is entitled from the
Borrowers pursuant hereto and may charge the same to the Loan Account
notwithstanding that such amount so advanced may result in Borrowing Base's
being exceeded. Any amount which is added to the principal balance of the Loan
Account as provided in this Section 2.8(e) on account of the Administrative
Agent shall bear interest at the rate then applicable to Base Margin Loans. Such
charge by the Administrative Agent shall not constitute a waiver of the
Administrative Agent's right or the Borrowers' obligations under Section
2.10(b).

                  (f) Any statement rendered by the Administrative Agent or any
Lender to the Borrowers concerning the Liabilities shall, in the absence of
manifest error, be considered correct and accepted by the Borrowers and shall be
conclusively binding upon the Borrowers unless the Lead Borrower provides the
Administrative Agent or such Lender with written objection thereto within twenty
(20) days from the mailing of such statement, which written objection shall
indicate, with particularity, the reason for such objection. In the absence of
manifest error, the Loan Account and the Administrative Agent's and the Lender's
books and records concerning the loan arrangement contemplated herein and the
Liabilities shall be prima facie evidence and proof of the items described
therein.

         2.9      THE NOTES.

                  (a) The Borrowers' obligation to repay the Tranche A Loans,
with interest as provided herein, may be evidenced by Notes (each, a "TRANCHE A
NOTE") in form and substance


                                       41
<PAGE>   49

acceptable to the Administrative Agent executed by the Lead Borrower on behalf
of itself and the other Borrowers, one payable to each Tranche A Lender. No
Tranche A Note shall be required, however, to establish or prove any Liability.
Upon the Lead Borrower being provided with an affidavit (which shall include an
indemnity reasonably satisfactory to the Lead Borrower) from the subject Tranche
A Lender to the effect that a Tranche A Note (having previously been provided by
the Borrowers) has been lost, mutilated, or destroyed, the Lead Borrower on
behalf of itself and the other Borrowers shall execute and deliver a replacement
thereof to such Tranche A Lender.

                  (b) The Borrowers' obligation to repay the Tranche B Loan,
with interest as provided herein, shall be evidenced by Notes (each, a "TRANCHE
B NOTE") in the form of EXHIBIT 2.9(b), annexed hereto, executed by the Lead
Borrower on behalf of itself and the other Borrowers, one payable to each
Tranche B Lender. No Tranche B Note shall be required, however, to establish or
prove any Liability. Upon the Lead Borrower being provided with an affidavit
(which shall include an indemnity reasonably satisfactory to the Lead Borrower)
from the subject Tranche B Lender to the effect that a Tranche B Note has been
lost, mutilated, or destroyed, the Lead Borrower on behalf of itself and the
other Borrowers shall execute and deliver a replacement thereof to such Tranche
B Lender.

                  (c) The Borrowers' obligation to repay the Tranche C Loan,
with interest as provided herein, shall be evidenced by Notes (each, "TRANCHE C
NOTE") in the form of EXHIBIT 2.9(c), annexed hereto, executed by the Lead
Borrower on behalf of itself and the other Borrowers, , one payable to each
Tranche C Lender. No Tranche C Note shall be required, however, to establish or
prove any Liability. Upon the Lead Borrower being provided with an affidavit
(which shall include an indemnity reasonably satisfactory to the Lead Borrower)
from the subject Tranche C Lender to the effect that a Tranche C Note has been
lost, mutilated, or destroyed, the Lead Borrower on behalf of itself and the
other Borrowers shall execute and deliver a replacement thereof to such Tranche
C Lender.

         2.10     PAYMENT OF THE WORKING CAPITAL LOANS.

                  (a) The Borrowers may repay all or any portion of the
principal balance of the Loan Account from time to time until the Tranche A
Termination Date, subject to the payment of any Tranche A Early Termination Fee
due under Section 2.17 hereof.

                  (b) The Borrowers, without notice or demand from the
Administrative Agent or any Lender, shall pay the Administrative Agent that
amount, from time to time, which is necessary so that there is no Overloan
outstanding.

                  (c) The Borrowers shall repay the then entire unpaid balance
of the Revolving Credit and all other Liabilities on the Tranche A Termination
Date.


                                       42
<PAGE>   50

                  (d) The Borrowers shall prepay the principal balance of the
Tranche B Loan prior to the Tranche B Maturity Date pursuant to Section 2.10(j),
below. Any amounts prepaid on account of the Tranche B Loan cannot be
reborrowed.

                  (e) The Borrowers shall repay the then entire unpaid balance
of the Tranche B Obligations on the Tranche B Termination Date.

                  (f) The Borrowers shall prepay the principal balance of the
Tranche C Loan prior to the Tranche C Maturity Date as permitted pursuant to
Section 2.10(k), below. Any amounts prepaid on account of the Tranche C Loan
cannot be reborrowed.

                  (g) The Borrowers shall repay the then entire unpaid balance
of the Tranche C Obligations on the Tranche C Termination Date.

                  (h) The Administrative Agent shall endeavor to cause payments,
pursuant to Sections 2.10(a), and 2.10(b) to be applied in the order and
priority set forth in Section 3.4 of the Agency Agreement. The Administrative
Agent shall endeavor to cause those application of payments (if any), pursuant
to Sections 2.10(a) and 2.10(b) against Index Loans then outstanding in such
manner as results in the least cost to the Borrowers, but shall not have any
affirmative obligation to do so nor liability on account of the Administrative
Agent's failure to have done so. In no event shall action or inaction taken by
the Administrative Agent excuse the Borrowers from any indemnification
obligation under Section 2.10(i).

                  (i) Upon the request of any Agent, the Borrowers shall
indemnify the subject Agent and Lender and hold the subject Agent and each
Lender harmless from and against any loss, cost or expense (including loss of
anticipated profits) which the subject Agent or such Lender may sustain or incur
(including, without limitation, by virtue of acceleration after the occurrence
of any Event of Default) as a consequence of any of the following:

                      (i) Default by the Borrowers in payment of the principal
                  amount of or any interest on any Index Loan as and when due
                  and payable, including any such loss or expense arising from
                  interest or fees payable by such Tranche A Lender in order to
                  maintain its Index Loans.

                      (ii) Default by the Borrowers in making a borrowing or
                  conversion after the Lead Borrower has given (or is deemed to
                  have given) a request for a Tranche A Loan or a request to
                  convert a Tranche A Loan from one applicable interest rate to
                  another.

                      (iii) The making of any payment on an Index Loan or the
                  making of any conversion of any such Loan to a Base Margin
                  Loan on a day that is not the last day of the applicable
                  Interest Period with respect thereto, including interest or
                  fees payable by such Tranche A Lender as "breakage fees".

                  (j) Prior to the occurrence of a Liquidation (in which case,
proceeds of Tranche B Senior Collateral shall be applied in accordance with
Section 5.6 of the Agency Agreement), the Borrowers shall make mandatory
prepayments of the Tranche B Loan from


                                       43
<PAGE>   51

Proceeds of Tranche B Senior Collateral (including without limitation, Proceeds
of any Tranche B Senior Collateral subject to the VCM Pledge, other than
dividends paid out of current earnings of VCM that are not liquidating
distributions), which prepayments shall be made within five (5) Business Days
following any Borrower's receipt of such Proceeds.. Additionally, the Borrowers
shall make mandatory prepayments of the Tranche B Loan in installments of
$500,000.00 on each February 28, 2002 and on the last Business Day of each
succeeding May, August, November, and February (except that payment due on the
last Business Day of November 2002 shall equal $1,500,000), until the Tranche B
Termination Date; provided that, the such payments may be blocked by the
Administrative Agent in the event that the Administrative Agent determines,
based upon a Certificate to be provided by an Authorized Officer of the Lead
Borrower to the Administrative Agent at least five (5) Business Days prior to
such payment, that either of the conditions set forth in subsection 2.10(j)(i)
or 2.10(j)(ii) are not satisfied; provided, further, however, that the failure
of the Borrowers to make such payments on account of such blockages shall
nonetheless constitute an Event of Default pursuant to Section 10.1:

                      (i) Availability is not less than $4,000,000 for a period
                  of at least fifteen (15) days prior to the date of such
                  payment and on the date of such payment after giving effect to
                  such payment, or

                      (ii) No Event of Default is then extent and no Event of
                  Default shall have occurred or will occur by reason of the
                  making of such repayment.

         Except as provided above, Borrowers shall not make any prepayments on
the principal balance of the Tranche B Debt until all the Tranche A Obligations
are paid in full and the Tranche A Commitments are terminated.

                  (k) The Borrower shall make principal payments on the Tranche
C Debt:

                           (A)      During the months of March, April and May
                                    2002, up to the then outstanding principal
                                    balance of the Tranche C Debt on or after
                                    the Extended Reporting Date to the extent
                                    Excess Availability, as measured in
                                    subsection (k)(A)(2) below, exceeds the
                                    amounts in the chart set forth in subsection
                                    (k)(A)(2) below, provided that an Authorized
                                    Officer of the Lead Borrower has provided
                                    the Administrative Agent with a Certificate,
                                    at least five (5) Business Days prior to
                                    such payment, certifying that:

                                                 (1) No Tranche C Measured
                                          Default shall then exist and a Tranche
                                          C Measured Default shall not exist
                                          after giving effect to any such
                                          payment;

                                                 (2) Excess Availability is at
                                          least equal to the following amounts
                                          during the corresponding months
                                          indicated in the chart below for a
                                          period of at least fifteen (15) days
                                          prior to the date of such


                                       44
<PAGE>   52

                                          payment and on the date of such
                                          payment after giving effect to such
                                          payment:

<TABLE>
<CAPTION>
                                                     ------------------- ------------------------
                                                           MONTH           EXCESS AVAILABILITY
                                                     ------------------- ------------------------
<S>                                                                      <C>
                                                     March 2002          $5,200,000
                                                     ------------------- ------------------------
                                                     April 2002          $9,500,000
                                                     ------------------- ------------------------
                                                     May 2002            $11,500,000
                                                     ------------------- ------------------------
</TABLE>

                     (B)      Commencing July 1, 2002, and on the first Business
                              Day of each month thereafter until the earlier of
                              payment in full of the principal balance of the
                              Tranche C Debt or the Tranche C Termination Date,
                              $50,000 per month, provided that no Tranche C
                              Measured Default shall then exist and a Tranche C
                              Measured Default shall not exist after giving
                              effect to any such payment.

         Except as provided above, Borrowers shall not make any prepayments on
the principal balance of the Tranche C Debt until all the Tranche A Obligations
are paid in full and the Tranche A Commitments are terminated.

         2.11     INTEREST ON WORKING CAPITAL LOANS.

                  (a) Tranche A Loans.

                      (i) Each Tranche A Loan shall bear interest at the Base
                  Margin Rate (determined based upon a 360-day year and actual
                  days elapsed) unless and until it is made as, or is converted
                  to, an Index Loan pursuant to Section 2.5 hereof.

                      (ii) Each Tranche A Loan which consists of an Index Loan
                  shall bear interest at the applicable Index Rate (determined
                  based upon a 360-day year and actual days elapsed).

                      (iii) Subject to, and in accordance with, the provisions
                  of this Agreement, the Borrowers may cause all or a part of
                  the unpaid principal balance of Tranche A Loans to bear
                  interest at the Base Margin Rate or the Index Rate as
                  specified from time to time by the Lead Borrower.

                      (iv) The Lead Borrower shall not select, renew, or convert
                  any interest rate for a Tranche A Loan such that, in addition
                  to interest at the Base Margin Rate, there are more than five
                  (5) Index Periods applicable to the outstanding Index Loans at
                  any one time.

                      (v) The Borrowers shall pay accrued and unpaid interest on
                  each Tranche A Loan in arrears on the applicable Interest
                  Payment Date therefor.


                                       45
<PAGE>   53

                  Following the occurrence of any Event of Default (and whether
                  or not an Agent exercises such Agent's rights on account
                  thereof), all Tranche A Loans shall bear interest, at the
                  option of the Administrative Agent or at the instruction of
                  the SuperMajority Lenders at a rate which is the aggregate in
                  the case of Base Margin Loans, of the then applicable Base
                  Margin Rate plus two percent (2%) per annum, and in the case
                  of Index Loans, the then applicable Index Rate plus two
                  percent (2%) per annum.

                      (vi) Commencing the 271st day following the Closing Date,
                  the Index Margin and Base Margin shall be reset monthly, on
                  the first day of each month (the "MARGIN ADJUSTMENT DATE")
                  based upon the Margin Pricing Grid set forth below:

<TABLE>
<CAPTION>
                                                         MARGIN PRICING GRID
                  ----------------------------------------- ---------------------- ----------------------
                               AVAILABILITY*                        INDEX               BASE MARGIN
                                                                   MARGIN              (PERCENTAGE)
                                                               (BASIS POINTS)

                  ----------------------------------------- ---------------------- ----------------------
<S>                 <C>                                             <C>                   <C>
                  greater than  $10,000,000                         2.25%                 00.00%
                  ----------------------------------------- ---------------------- ----------------------
                  greater than  $8,000,000 less than or
                  equal to      $10,000,000                         2.50%                 00.00%
                  ----------------------------------------- ---------------------- ----------------------
                  less than or
                  equal to      $8,000,000                          2.75%                 00.00%
                  ----------------------------------------- ---------------------- ----------------------
</TABLE>


         *Availability will be determined based upon a Certificate by an
Authorized Officer delivered to the Administrative Agent five (5) days prior to
the Margin Adjustment Date certifying as to Availability, for a period of sixty
(60) days prior to Margin Adjustment Date and, on a pro forma basis, for a
period of sixty (60) days following the Margin Adjustment Date.

         (b)      Tranche B Loan.

                      (i) Subject to Section 2.11(b)(ii) hereof, the Tranche B
                  Loan shall bear interest, until repaid, at a rate per annum
                  equal to the sum of (w) three percent (3%) (THE "DEFERRABLE
                  PORTION") and (x) the greater of the following rates as in
                  effect from time to time: (1) Base plus 750 basis points or
                  (2) Fifteen Percent (15%) per annum (based in each case upon a
                  360-day year and actual days elapsed), which shall be payable
                  as follows:

                          (A)       Subject to the deferral of the payment of
                                    all or a part of the Deferrable Portion of
                                    any scheduled installment of interest
                                    pursuant to Section 2.11(b)(i)(B) below,
                                    interest on the unpaid principal balance of
                                    the Tranche B Loan shall be payable monthly
                                    in arrears, on the


                                       46
<PAGE>   54

                                    first Business Day of each month, on the
                                    Tranche B Maturity Date, on the Tranche B
                                    Termination Date and on the End Date
                                    ("TRANCHE B CURRENT PAY INTEREST");

                           (B)      Subject to Section 2.11(b)(ii) below, the
                                    Borrowers shall have the option to pay all
                                    or a part of the Deferrable Portion of any
                                    scheduled installment of interest due on the
                                    first Business Day of any month by adding
                                    the same to the principal amount outstanding
                                    under the Tranche B Note on such date
                                    ("TRANCHE B DEFERRED INTEREST"). The
                                    Borrowers will be deemed to have exercised
                                    such option with respect to all of the
                                    Deferrable Portion of a scheduled
                                    installment of interest unless the Lead
                                    Borrower shall give the Tranche B Lenders
                                    and the Administrative Agent an irrevocable
                                    notice that it will not exercise such option
                                    (and specifying the part of such Deferrable
                                    Portion as to which such option will not be
                                    exercised) at least three (3) Business Days
                                    prior to any date on which such scheduled
                                    installment of interest on the Tranche B
                                    Loan is due.

                      (ii) Following the occurrence and during the continuance
                  of any Event of Default (and whether or not an Agent exercises
                  such Agent's rights on account thereof), the Tranche B Loan
                  shall bear interest at a rate three percent (3%) per annum
                  higher than the rate which would otherwise be in effect and
                  all such interest shall be payable as Tranche B Current Pay
                  Interest.

                  (c) Tranche C Loan.

                      (i) Subject to Section 2.11(c)(ii), below, the Tranche C
                  Loan shall bear interest until repaid, fixed at Twenty Percent
                  (20%) per annum for the period commencing with the Closing
                  Date and ending November __, 2001 and Twenty FivePercent (25%)
                  per annum at all times thereafter (determined based upon a
                  360-day year and actual days elapsed) which interest shall be
                  payable on the first Business Day of each calendar month in
                  arrears, and on the Tranche C Maturity Date.

                      (ii) Following the occurrence and during the continuance
                  of any Event of Default (whether or not the Agents exercise
                  their rights on account thereof), or if an Event of Default
                  would result from the payment of any Tranche C Interest,
                  Tranche C Interest shall accrue at a rate which is two percent
                  (2%) higher than the rate which would otherwise be in effect
                  in the absence of a default and be paid on a current basis,
                  provided that there does not exist a Tranche C Measured
                  Default and a Tranche C Measured Default would not exist after
                  giving effect to such payment.


                                       47
<PAGE>   55

                  (d) As among the Lenders, interest shall accrue and be due and
payable on their respective Liabilities in accordance with the priorities of
Section 14.6 notwithstanding whether such interest is allowable by a court of
competent jurisdiction.

         2.12     TRANCHE C FEES.

         In addition to any other fees, the Borrowers shall pay the
Administrative Agent, for the Pro Rata benefit of Tranche C Lenders, the TRANCHE
C FEES, so referred to herein, in such amounts, and as and when provided in the
Tranche C Fee Letter.

         2.13     COMMITMENT FEES; TRANCHE B ANNIVERSARY FEE.

                  (a) In addition to any other fees or expenses to be paid by
the Borrowers on account of the Tranche A Loan, the Borrowers shall pay the
Administrative Agent the "TRANCHE A COMMITMENT FEE" as and when provided in the
Tranche A Fee Letter. Upon the termination of the Revolving Credit or upon the
occurrence of any Event of Default described in Section 10.11 or at instruction
of the Tranche A Lenders upon the occurrence of any other Event of Default, any
remaining installments of the applicable Tranche A Commitment Fee shall be
immediately due and payable.

                  (b) In addition to any other fee or expense to be paid by the
Borrowers on account of the Tranche B Loan, the Borrowers shall pay the
Administrative Agent, for the Pro Rata benefit of the Tranche B Lenders, the
"TRANCHE B COMMITMENT FEE" and "TRANCHE B ANNIVERSARY FEE" and "TRANCHE B
SUPPLEMENTAL FEE" as and when provided in the Tranche B Fee Letter. Upon the
termination of the Revolving Credit or upon the occurrence of any Event of
Default described in Section 10.11 or at instruction of the Tranche B Lenders
upon Acceleration of the Liabilities, any remaining installments of the
applicable Tranche B Commitment Fee shall be immediately due and payable.

         2.14     ADMINISTRATIVE AGENT'S FEE.

         In addition to any other fee or expense to be paid by the Borrowers on
account of the Revolving Credit, the Borrowers shall pay the Administrative
Agent the "AGENT'S FEE" , as and when provided in the Agent Fee Letter.

         2.15     MONITORING FEE.

         In addition to any other fee or expense to be paid by the Borrowers on
account of the Tranche B Loan, the Borrowers shall pay the Administrative Agent
for the Pro Rata benefit of the


                                       48
<PAGE>   56

Tranche B Lenders a "TRANCHE B MONITORING FEE" in accordance with the terms of
the Tranche B Fee Letter.

         2.16     UNUSED LINE FEE.

         In addition to any other fee to be paid by the Borrowers on account of
the Revolving Credit, the Borrowers shall pay the Administrative Agent, for the
Pro Rata benefit of the Tranche A Lenders, the "UNUSED LINE FEE". The Unused
Line Fee shall equal 0.375% per annum of the average difference, during the
quarter just ended (or relevant period with respect to the payment being made on
the Tranche A Termination Date) between the Tranche A Loan Ceiling and the sum
of (i) the unpaid principal balance of all the aggregate of all outstanding
Tranche A Loans and (ii) the Stated Amount of L/Cs. The Unused Line Fee shall be
paid in arrears, on the first Business Day of each quarter after the execution
of this Agreement and on the Tranche A Termination Date.

         2.17     EARLY TERMINATION.

                  (a) In the event that the Tranche A Termination Date occurs or
the Tranche A Loans are otherwise repaid in full, for any reason, prior to the
Tranche A Maturity Date, the Borrowers shall pay the Administrative Agent for
the Pro Rata benefit of the Tranche A Lenders the "TRANCHE A EARLY TERMINATION
FEE" determined and payable as follows:

                      (i) 2.0% of the Tranche A Loan Ceiling in effect on the
                  date of this Agreement, if such termination occurs prior to
                  the first anniversary date of this Agreement.

                      (ii) 1.0% of the Tranche A Loan Ceiling in effect on the
                  date of this Agreement, if such termination occurs after the
                  first anniversary date of this Agreement but prior to the
                  second anniversary date of this Agreement.

                  (b) In the event that the Tranche B Termination Date occurs or
the Tranche B Loan is otherwise repaid in full, for any reason, prior to
February 3, 2003, the Borrowers shall pay the Administrative Agent for the Pro
Rata benefit of the Tranche B Lenders the "TRANCHE B EARLY TERMINATION FEE"
equal to 1.5% of the outstanding Tranche B Face Amount (before giving effect to
any such repayment) due and payable as of the occurrence of such date.

         2.18     CONCERNING FEES.

         The Borrowers shall not be entitled to any credit, rebate or repayment
of any commitment fee, anniversary fee, Agent's Fee, Monitoring Fee, Unused Line
Fee, any early termination fee, or any other fee earned by the Administrative
Agent or any Lender pursuant to this Agreement or


                                       49
<PAGE>   57

any Loan Document notwithstanding any termination of this Agreement or
suspension or termination of the Administrative Agent's or any Lender's
respective obligation to make loans and advances hereunder.

         2.19     DISCRETION OF AGENTS AND LENDERS.

                  (a) Except where expressly stated to the contrary, each
reference in the Loan Documents to the exercise of discretion or the like by an
Agent or any Lender shall be to that Person's exercise of its reasonable
judgment, based upon that Person's consideration of any such factor as that
Person, taking into account information of which that Person then has actual
knowledge.

                  (b) In the exercise of such judgment, the Agents and each
Lender also may take into account any of the following factors:

                      (i) Those included in, or tested by, the definitions of
                  "Eligible Accounts," "Eligible Inventory," or any terms
                  subsumed within those terms, "Retail," and "Cost";

                      (ii) Changes to the current financial and business climate
                  of the industry in which the Borrowers compete (having regard
                  for the Borrowers' position in that industry);

                      (iii) Changes to macroeconomic conditions which have a
                  material effect on the Borrowers' cost structure;

                      (iv) Material changes in or to the mix of the Borrowers'
                  Inventory;

                      (v) Changes reflecting seasonally with respect to the
                  Borrowers' Inventory and patterns of retail sales; and

                      (vi) Changes in such other factors as any Agent and/or any
                  Lender determines as having a material bearing on credit risks
                  associated with the providing of loans and financial
                  accommodations to the Borrowers.

                  (c) The burden of establishing the failure of the Agents or
any Lender to have acted in a reasonable manner in such Person's exercise of
discretion shall be the Borrowers' and may be made only be clear and convincing
evidence.

         2.20     PROCEDURES FOR ISSUANCE OF L/C'S.


                                       50
<PAGE>   58

                  (a) The Lead Borrower may request that the Administrative
Agent cause the issuance of L/C's for the account of the Borrower. Each such
request shall be in such manner as may from time to time be acceptable to the
Administrative Agent.

                  (b) The Administrative Agent will endeavor to cause the
issuance of any L/C so requested by the Lead Borrower, provided that, at the
time that the request is made, the Revolving Credit has not been suspended as
provided in Section 2.5(h) and if so issued:

                      (i) The aggregate Stated Amount of all L/C's then
                  outstanding (giving effect to the L/C whose issuance is
                  requested), does not exceed Twenty Million Dollars
                  ($20,000,000.00);

                      (ii) The expiry of the requested L/C is not later than the
                  earlier of thirty (30) days prior to the Tranche A Maturity
                  Date or the following:

                           (A)      For standby L/C's: One (1) year from initial
                                    issuance.

                           (B)      For documentary L/C's: Ninety (90) days from
                                    issuance; and

                      (iii) The Borrowing Base would not be exceeded upon the
                  issuance of the requested L/C.

                  (c) The Lead Borrower shall execute such documentation to
apply for and support the issuance of an L/C as may be required by the Issuer.

                  (d) There shall not be any recourse to, nor liability of, the
Administrative Agent or any Tranche A Lender on account of

                      (i) Any delay or refusal by an Issuer to issue an L/C; or

                      (ii) Any action or inaction of an Issuer on account of or
                  in respect to, any L/C.

                  (e) The Borrowers shall reimburse the Issuer for the amount of
any drawing honored under an L/C on the same day on which such drawing takes
place. The Administrative Agent, without the request of the Lead Borrower, may
advance under the Revolving Credit (and charge to the Loan Account) the amount
of any honoring of any L/C and other amount for which the Borrowers, the Issuer,
or any Tranche A Lender becomes obligated on account of, or in respect to, any
L/C. Such advance shall be made whether or not a Suspension Event is then
continuing or such advance would result in an Overloan being extant. Such action
shall not constitute a waiver of the Administrative Agent's rights under Section
2.10(b) hereof.

         2.21     FEES FOR L/C'S.


                                       51
<PAGE>   59

                  (a) The Borrowers shall (i) pay to the Administrative Agent ,
ratably for the account of each Tranche A Lender, a fee, on account of each L/C
procured by the Administrative Agent, quarterly in arrears, and on the Tranche A
Termination Date and on the End Date, equal to 2.25% per annum of the average
Stated Amount of all Standby L/C's outstanding during the period in respect of
which such fee is being paid and 1.50% per annum of the weighted Stated Amount
of each Documentary L/C outstanding in respect to which such fee is being paid,
except that, following the occurrence of any Event of Default, such fee shall be
increased by two percent (2%) per annum, and (ii) plus in each case, all
customary bank handling charges of the issuing bank, including the fees and
charges set forth on EXHIBIT 2.19 hereto and all out of pocket expenses of the
Administrative Agent such as telex charges, postage, courier service and the
like, which fees and charges in each case shall be deemed fully earned upon
issuance or amendment (as applicable) of each such L/C.

                  (b) In addition to the fee to be paid as provided in Section
2.21(a), above, the Borrowers shall pay to the Administrative Agent (or to the
Issuer, if so requested by the Administrative Agent), on demand, all issuance,
processing, negotiation, amendment, and administrative fees and other amounts
charged by the Issuer on account of, or in respect to, any L/C.

                  (c) If any change in any law, executive order or regulation,
or any directive of any administrative or governmental authority (whether or not
having the force of law), or in the interpretation thereof by any court or
administrative or governmental authority charged with the administration
thereof, shall either:

                      (i) impose, modify or deem applicable any reserve, special
                  deposit or similar requirements against letters of credit
                  heretofore or hereafter issued by any Issuer or with respect
                  to which any Tranche A Lender or any Issuer has an obligation
                  to lend to fund drawings under any L/C; or

                      (ii) impose on any Issuer any other condition or
                  requirements relating to any such letters of credit;

         and the result of any event referred to in Section 2.21(c)(i) or
2.21(c)(ii), above, shall be to increase the cost to any Tranche A Lender or any
Issuer of issuing or maintaining any L/C (which increase in cost shall be the
result of such Issuer's reasonable allocation among that Issuer's letter of
credit customers of the aggregate of such cost increases resulting from such
events), then, upon demand by the Administrative Agent and delivery by the
Administrative Agent to the Lead Borrower of a certificate of an officer of the
subject Tranche A Lender or the subject Issuer describing such change in law,
executive order, regulation, directive, or interpretation thereof, its effect on
such Issuer, and the basis for determining such increased costs and their
allocation, the Borrowers shall immediately pay to the Administrative Agent,
from time to time as specified by the Administrative Agent, such amounts as
shall be sufficient to compensate the subject Tranche A Lender or the subject
Issuer for such increased cost. Any Issuer's determination of costs incurred
under Section 2.21(c)(i) or 2.21(c)(ii), above, and the allocation, if any, of
such costs among the Borrowers and other letter of credit customers of such
Issuer, if done in good faith and made on an equitable basis and in accordance
with such officer's


                                       52
<PAGE>   60

certificate (and in the absence of manifest error) shall be conclusive and
binding on the Borrowers.

         2.22     CONCERNING L/C'S.

                  (a) None of the Issuer, the Issuer's correspondents, or any
advising, negotiating, or paying bank with respect to any L/C shall be
responsible in any way for:

                      (i) The performance by any beneficiary under any L/C of
                  that beneficiary's obligations to any Borrower.

                      (ii) The form, sufficiency, correctness, genuineness,
                  authority of any person signing, falsification, or the legal
                  effect of, any documents called for under any L/C if such
                  documents on their face appear to be in order.

                  (b) The Issuer may honor, as complying with the terms of any
L/C and of any drawing thereunder, any drafts or other documents otherwise in
order, but signed or issued by an administrator, executor, conservator, trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors,
liquidator, receiver, or other legal representative of the party authorized
under such L/C to draw or issue such drafts or other documents.

                  (c) Unless the Lead Borrower on behalf of itself and the other
Borrowers instructs any Issuer otherwise, in the particular instance, the Lead
Borrower hereby authorizes any Issuer to:

                      (i)   Select an advising bank;

                      (ii)  Select a paying bank; and

                      (iii) Select a negotiating bank.

                  (d) All directions, correspondence, and funds transfers
relating to any L/C are at the risk of the Borrowers. The Issuer shall have
discharged the Issuer's obligations under any L/C or the drawing thereunder
which includes payment instructions if the Issuer initiates the method of
payment called for thereby (or initiates any other commercially reasonable and
comparable method). None of the Administrative Agent, any Tranche A Lender, or
the Issuer shall have any responsibility for any inaccuracy, interruption,
error, or delay in transmission or delivery by post, telegraph or cable, or for
any inaccuracy of translation.

                  (e) The Administrative Agent's, each Tranche A Lender's, and
the Issuer's rights, powers, privileges and immunities specified in or arising
under this Agreement are in addition to any heretofore or at any time hereafter
otherwise created or arising, whether by statute or rule of law or contract.



                                       53
<PAGE>   61

                  (f) Except to the extent otherwise expressly provided
hereunder or agreed to in writing by the Issuer and the Lead Borrower, the L/C
will be governed by the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce, Publication No. 500, and any subsequent
revisions thereof.

                  (g) The obligations of the Borrowers under this Agreement with
respect to L/C's are absolute, unconditional, and irrevocable and shall be
performed strictly in accordance with the terms hereof under all circumstances,
whatsoever including, without limitation, the following:

                      (i) Any lack of validity or enforceability or restriction,
                  restraint, or stay in the enforcement of this Agreement, any
                  L/C, or any other agreement or instrument relating thereto;

                      (ii) Any amendment or waiver of, or consent to the
                  departure from, any L/C;

                      (iii) The existence of any claim, set-off, defense, or
                  other right which the Borrowers may have at any time against
                  the beneficiary of any L/C; and

                      (iv) Any good faith honoring of a drawing under any L/C,
                  which drawing possibly could have been dishonored.

                  (h) With respect to any documentary L/C, all bills of lading
shall be assigned to or in the name of the Issuer, and all originals shall be
delivered to the Issuer, all in form and substance as is requested by the
Issuer.

         2.23     CHANGED CIRCUMSTANCES.

                  (a) The Administrative Agent may give the Lead Borrower notice
that:

                      (i) The Administrative Agent has made the good faith
                  determination (which determination shall be final and
                  conclusive) on any date on which the Index Rate would
                  otherwise be set that adequate and fair means do not exist for
                  ascertaining such rate;

                      (ii) The Administrative Agent shall have determined in
                  good faith (which determination shall be final and conclusive)
                  that

                           (A)      the continuation of, or conversion of any
                                    Tranche A Loan to, an Index Loan has been
                                    made impracticable or unlawful by the
                                    occurrence of a contingency that materially
                                    and adversely affects the applicable market
                                    or compliance by the Administrative Agent or
                                    any Tranche A Lender in good faith with any
                                    applicable law or governmental regulation,


                                       54
<PAGE>   62

                                    guideline or order or interpretation or
                                    change thereof by any governmental authority
                                    charged with the interpretation or
                                    administration thereof or with any request
                                    or directive of any such governmental
                                    authority (whether or not having the force
                                    of law); or

                           (B)      The indices on which the interest rates for
                                    Index Loans are based shall no longer
                                    represent the effective cost to the
                                    Administrative Agent or any Tranche A Lender
                                    for U.S. dollar deposits in the interbank
                                    market for deposits in which it regularly
                                    participates.

                  (b) In the event that the Administrative Agent gives the Lead
Borrower notice of an occurrence described in Section 2.23(a), then, until the
Administrative Agent notifies the Lead Borrower that the circumstances giving
rise to such notice no longer apply:

                      (i) The obligation of the Administrative Agent or each
                  Tranche A Lender to make loans of the type affected by such
                  changed circumstances or to permit the Lead Borrower to select
                  the affected interest rate as otherwise applicable to any
                  Tranche A Loans shall be suspended.

                      (ii) Any notice which the Lead Borrower had given the
                  Administrative Agent with respect to any Index Loan, the time
                  for action with respect to which has not occurred prior to the
                  Administrative Agent's having given notice pursuant to Section
                  2.23(b), shall be deemed at the option of the Administrative
                  Agent to not having been given.

         2.24     LENDERS' COMMITMENTS.

                  (a) Subject to Section 7.1 of the Agency Agreement (which
provides for assignments and assumptions of commitments), each Tranche A
Lender's "TRANCHE A PERCENTAGE COMMITMENT", and "TRANCHE A DOLLAR COMMITMENT" is
set forth on EXHIBIT 2.24(a).

                  (b) The obligations of each Tranche A Lender are several and
not joint. No Tranche A Lender shall have any obligation to make any loan or
advance under the Revolving Credit in excess of the lesser of the following:

                      (i) that Tranche A Lender's Tranche A Percentage
                  Commitment of the subject loan or advance or of Availability;
                  and

                      (ii) that Tranche A Lender's unused Tranche A Dollar
                  Commitment.


                                       55
<PAGE>   63

                  (c) No Tranche A Lender shall have any liability to the
Borrowers on account of the failure of any other Tranche A Lender to provide any
loan or advance under the Revolving Credit nor any obligation to make up any
shortfall which may be created by such failure.

                  (d) The Tranche A Dollar Commitments, Tranche A Percentage
Commitments , and identities of the Tranche A Lenders may be changed, from time
to time by the reallocation or assignment of Tranche A Dollar Commitments and
Tranche A Percentage Commitments amongst the Tranche A Lenders or with other
Persons who become "Tranche A Lenders", provided, however unless an Event of
Default has occurred (in which event, no consent of the Lead Borrower is
required) any assignment to a Person not then a Tranche A Lender shall be
subject to the prior consent of the Lead Borrower (not to be unreasonably
withheld), which consent will be deemed given unless the Lead Borrower provides
the Administrative Agent with written objection, not more than five (5) Business
Days after the Administrative Agent shall have given the Lead Borrower written
notice of a proposed assignment.

                  (e) Upon written notice given the Lead Borrower from time to
time by the Administrative Agent, of any assignment or allocation referenced in
Section 2.24(d):

                      (i) The Lead Borrower, on behalf of itself and the other
                  Borrowers, if required by the Administrative Agent shall
                  execute one or more Tranche A Notes (which notes shall replace
                  any Tranche A Notes theretofore provided by the Borrowers) to
                  reflect such changed Tranche A Dollar Commitments, Tranche A
                  Percentage Commitments, and identities and shall deliver such
                  Tranche A Notes to the Administrative Agent (which promptly
                  thereafter shall cancel and deliver to the Lead Borrower the
                  Tranche A Notes so replaced, if any). In the event that the
                  Administrative Agent does not require the delivery of Tranche
                  A Notes or that in the event that a Tranche A Note is to be
                  exchanged following its acceleration or the entry of an order
                  for relief under the Bankruptcy Code with respect to the
                  Borrowers, the Administrative Agent, in lieu of causing the
                  Lead Borrower to execute one or more new Tranche A Notes, may
                  issue the Administrative Agent's Certificate confirming the
                  resulting Tranche A Dollar Commitments and Tranche A
                  Percentage Commitments.

                      (ii) Such change shall be effective from the effective
                  date specified in such written notice and any Person added as
                  a Tranche A Lender shall have all rights and privileges of a
                  Tranche A Lender hereunder thereafter as if such Person had
                  been a signatory to this Agreement and any other Loan Document
                  to which a Tranche A Lender is a signatory and any person
                  removed as a Tranche A Lender shall be relieved of any
                  obligations or responsibilities of a Tranche A Lender
                  hereunder thereafter.

         2.25     DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.


                                       56
<PAGE>   64

                  (a) Each Borrower hereby designates the Lead Borrower as that
Borrower's agent to obtain Working Capital Loans hereunder, the proceeds of
which shall be available to each Borrower for the same uses as set forth in
Section 2.1(h), above. As the disclosed principal for its agent, each Borrower
shall be obligated to the Agents and the Lenders on account of Working Capital
Loans as if made directly by the Lenders to that Borrower, notwithstanding the
manner by which such loans and advances are recorded on the books and records of
the Lead Borrower and of any other Borrower.

                  (b) The proceeds of each Working Capital Loan shall be
deposited in the Disbursement Account or as otherwise indicated by the Lead
Borrower. Neither the Agents nor any Lender shall have any obligation as to the
application of such proceeds.

ARTICLE III. - - CONDITIONS PRECEDENT:

         As a condition to the effectiveness of this Agreement, the
establishment of the Revolving Credit, the procurement of any L/C hereunder, the
making of the first loan under the Revolving Credit, and the making of the
Tranche B Loan and the Tranche C Loan, each of the documents respectively
described in Sections 3.1 through and including 3.4 (each in form and substance
satisfactory to the Administrative Agent, the Tranche B Lenders and the Tranche
C Agent), shall have been delivered to the Administrative Agent, and the
conditions respectively described in Sections 3.5 through and including 3.13,
shall have been satisfied as of the Closing Date:

         3.1      CORPORATE DUE DILIGENCE.

                  (a) A Certificate of corporate good standing issued with
respect to each Borrower by the Secretary of State of the State in which that
Borrower was organized.

                  (b) Certificates of qualification to do business as a foreign
corporation, issued by the Secretary(ies) of State of each State in which such
Borrower's conduct of business or ownership of assets of requires such
qualification.

                  (c) A Certificate of each Borrower's respective Secretary as
to the due adoption and continued effectiveness of, each corporate resolution
adopted in connection with the establishment of the loan arrangement
contemplated by the Loan Documents and attesting to the true signatures of each
Person authorized as a signatory to any of the Loan Documents, such certificate
to set forth the text of each such resolution in an attachment thereto.

         3.2      OPINION.

         An opinion of counsel to the Borrowers in form and substance
satisfactory to the Agents, the Tranche B Lenders and the Tranche C Agent.


                                       57
<PAGE>   65

         3.3      OFFICERS' CERTIFICATES.

         Certificates executed by the President, the Chief Financial Officer, or
Chief Administrative Officer of the Borrowers and stating that the
representations and warranties made by the Lead Borrower to the Administrative
Agent and the Lenders in the Loan Documents are true and complete as of the date
of such certificate, and that no event has occurred which is or which, solely
with the giving of notice or passage of time (or both), would be an Event of
Default or a Suspension Event.

         3.4      ADDITIONAL DOCUMENTS.

         Such additional instruments and documents as the Agents, the Tranche B
Lenders, the Tranche C Agent, or their respective counsel reasonably may require
or request including without limitation, those listed on the CLOSING AGENDA
attached hereto as EXHIBIT 3.4 and including without limitation, the following:

                  (a) The Agent Fee Letter, the Tranche B Fee Letter, and the
Tranche C Fee Letter.

         3.5      REPRESENTATIONS AND WARRANTIES.

         Each of the representations made by or on behalf of the Borrowers in
this Agreement or in any of the other Loan Documents or in any other report,
statement, document, or paper provided by or on behalf of the Borrowers shall be
true and complete as of the date as of which such representation or warranty was
made.

         3.6      MINIMUM DAY ONE AVAILABILITY.

         After giving effect to the first funding under the Revolving Credit,
the funding of the Tranche B Loan and the funding of the Tranche C Loan and the
sum of all then held checks (if any), accounts payable which are beyond credit
terms then accorded the Borrowers, overdrafts, any charges to the Loan Account
made in connection with the establishment of the credit facility contemplated
hereby; and L/C's to be issued at, or immediately subsequent to, such
establishment, Availability shall not be less than $9,000,000.00, (exclusive of
any Availability attributable to the Borrower's obtaining federal or state tax
refunds or receiving payment on any of the Tax Notes).

         3.7      ALL FEES AND EXPENSES PAID.


                                       58
<PAGE>   66

         All fees due at or immediately after the first funding under the
Revolving Credit, the Tranche B Loan and the Tranche C Loan, and all costs and
expenses incurred by the Agents, and each of the Lenders in connection with the
establishment of the Working Capital Loans contemplated hereby (including the
fees and expenses of single counsel to each of the Agents and the Lenders'
Special Counsel) shall have been paid in full.

         3.8      NO SUSPENSION EVENT.

         No Suspension Event shall then exist.

         3.9      NO ADVERSE CHANGE.

         No event shall have occurred or failed to occur, which occurrence or
failure is or could have a Material Adverse Effect upon the Borrowers' financial
condition or circumstances when compared with such financial condition at June
30, 2001.

         3.10     INTENTIONALLY OMITTED.

         3.11     DUE DILIGENCE.

         Satisfactory completion of all due diligence by the Agent and Tranche B
Lenders (including, without limitation, commercial finance examinations and
appraisals of inventory), and each of the Agent and Tranche B Lenders is
satisfied (in its sole discretion) with the results of such due diligence in all
respects.

         3.12     LEGAL DUE DILIGENCE.

         Completion of the legal due diligence investigation by counsel to each
Agent and each Tranche B Lender with results satisfactory to each such counsel,
Agent and such Lenders in their sole discretion in all respects.

         3.13     CLOSING DATE.

         The Closing Date shall have occurred on or before August 21, 2001.


                                       59
<PAGE>   67

         No document shall be deemed delivered to the Administrative Agent or
Collateral Agent or any Tranche A Lender until received and accepted by the
Agents at their offices in Braintree, Massachusetts. No document shall be deemed
delivered to the Tranche B Lenders or Tranche C Agent until received and
accepted by each such party at its respective offices identified in Section 12.1
(Notice Provisions). Under no circumstances shall this Agreement take effect
until executed and accepted by the Agents and the Tranche B Lenders and the
Tranche C Agent at its respective head office.

ARTICLE IV. - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

         To induce each Lender to establish the Working Capital Loans
contemplated herein and to induce each Lender to make loans and advances and to
provide financial accommodations under this Agreement (each of which loans shall
be deemed to have been made in reliance thereupon) and to induce the Agents to
act in their respective capacities hereunder and under the Agency Agreement, the
Borrowers, in addition to all other representation, warranties, and covenants
made by the Borrowers in any other Loan Document, represent, warrant, and
covenant as follows:

         4.1      PAYMENT AND PERFORMANCE OF LIABILITIES.

         The Borrowers shall pay each Liability when due (or when demanded, if
payable on demand) and shall promptly, punctually, and faithfully perform each
other Liability.

         4.2      DUE ORGANIZATION. CORPORATE AUTHORIZATION. NO CONFLICTS.

                  (a) Each Borrower presently is and shall hereafter remain in
good standing as the type of entity indicated on EXHIBIT 4.2 hereof and be duly
organized under the laws of the state of its organization indicated in EXHIBIT
4.2 to this Agreement and shall hereafter remain duly qualified and in good
standing in every other State in which, by reason of the nature or location of
that Borrower's assets or operation of that Borrower's business, such
qualification may be necessary, except where the failure to so qualify would
have no more than a de minimus adverse effect on the business or assets of that
Borrower. EXHIBIT 4.2 accurately describes the corporate structure of the
Borrowers and any Affiliates, including the identity of all shareholders holding
more than 5% of the issued and outstanding stock having the right to vote,
limited and general partners, or members, as the case may be.

                  (b) Each Affiliate is listed on EXHIBIT 4.2. The Lead Borrower
shall provide the Administrative Agent with prior written notice of any entity's
becoming or ceasing to be an Affiliate.

                  (c) No Borrower shall change its State of incorporation or its
taxpayer identification number.


                                       60
<PAGE>   68

                  (d) Each Borrower has all requisite corporate power and
authority to execute and deliver all Loan Documents to which the Borrower is a
party and has and will hereafter retain all requisite corporate power to perform
all Liabilities.

                  (e) The execution and delivery by each Borrower or by the Lead
Borrower of each Loan Document on behalf of each Borrower that is a party
thereto, such Borrower's consummation of the transactions contemplated by such
Loan Documents (including, without limitation, the creation of Collateral
Interests by such Borrower to secure the Liabilities), such Borrower's
performance under such Loan Document, the borrowings hereunder, and the use of
the proceeds thereof:

                      (i) Have been duly authorized by all necessary corporate
                  action on the part of such Borrower;

                      (ii) Do not, and will not, contravene in any material
                  respect any provision of any Requirement of Law or obligation
                  of such Borrower; and

                      (iii) Will not result in the creation or imposition of, or
                  the obligation to create or impose, any Encumbrance upon any
                  assets of such Borrower pursuant to any Requirement of Law or
                  obligation of such Borrower, except pursuant to the Loan
                  Documents.

                  (f) The Loan Documents have been duly executed and delivered
by the Lead Borrower on behalf of itself and the other Borrowers and are the
legal, valid and binding obligations of the Borrowers, enforceable against the
Borrowers in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, or other laws relating to or affecting
generally the enforcement of creditor's rights by general principles of equity
(regardless of whether such principles are considered in a proceeding at law or
in equity).

                  (g) Each Subsidiary is, and shall hereafter remain a
wholly-owned Subsidiary of the Lead Borrower.

         4.3      TRADE NAMES.

                  (a) EXHIBIT 4.3 is a listing of:

                      (i) All names under which each Borrower has conducted its
                  business within the past five (5) years, and

                      (ii) All entities and/or persons with whom each Borrower
                  has consolidated or merged within the past five (5) years, or
                  from whom each Borrower ever acquired in a single transaction
                  or in a series of related transactions substantially all of
                  such entity's or Person's assets within the past five (5)
                  years.


                                       61
<PAGE>   69

                  (b) The Lead Borrower will provide the Agents with not less
than twenty-one (21) days' prior written notice (with reasonable particularity)
of any change to any Borrower's name from that under which such Borrower is
conducting its business at the execution of this Agreement and such Borrower
will not effect such change unless such Borrower is then in compliance with all
provisions of this Agreement.

         4.4      INFRASTRUCTURE.

                  (a) The Borrowers have and will maintain a sufficient
infrastructure to conduct their business as presently conducted and as
contemplated to be conducted.

                  (b) Each Borrower owns and possesses, or has the right to use
(and will hereafter own, possess, or have such right to use) all patents,
industrial designs, trademarks, trade names, trade styles, brand names, service
marks, logos, copyrights, trade secrets, know-how, confidential information, and
other intellectual or proprietary property of any third Person necessary for the
Borrowers' conduct of the Borrowers' business and the failure of which to own or
use could have a Material Adverse Effect.

                  (c) The conduct by the Borrowers of the Borrowers' business
does not presently infringe (nor will the Borrowers conduct their business in
the future so as to infringe) the patents, industrial designs, trademarks, trade
names, trade styles, brand names, service marks, logos, copyrights, trade
secrets, know-how, confidential information, or other intellectual or
proprietary property of any third Person the infringement of which could have a
Material Adverse Effect.

         4.5      INTENTIONALLY DELETED.

         4.6      LOCATIONS.

                  (a) The Collateral, and the books, records, and papers of the
Borrowers pertaining thereto, are kept and maintained solely at the Borrowers'
chief executive offices and those Retail Stores and Warehouses which are listed
(and identified as such) on EXHIBIT 4.6(a), which includes, with respect to each
such location, the name and address of the landlord on the Lease which covers
such location (or an indication that the Borrowers own the subject location) and
of all service bureaus with which any such records are maintained.

                  (b) The Borrowers shall not remove any of the Collateral from
such chief executive office or those locations listed on EXHIBIT 4.6(a) except
to:

                      (i) accomplish sales of Inventory in the ordinary course
                  of business;


                                       62

<PAGE>   70

                      (ii) move Inventory from one such location to another such
                  location; or

                      (iii) utilize such of the Collateral as is removed from
                  such locations in the ordinary course of business (such as
                  motor vehicles).

                  (c) No Borrower will execute any lease, commit to, or become
legally obligated to, open any additional Stores unless each of the following
conditions is satisfied with respect thereto:

                      (i) Such commitment or obligation is in the ordinary
                  course of business.

                      (ii) Such commitment or obligation is not, and does not
                  result in, a violation of this Agreement.

                      (iii) Not less than 30 days' prior written notice of the
                  opening of the subject Store is given to the Agents.

                      (iv) The Borrowers have used their best efforts to obtain
                  a landlord's waiver from the landlord of the subject Store,
                  which waiver is in form reasonably satisfactory to the
                  Collateral Agent.

                      (v) Such commitment or obligation will not result in the
                  opening of more than the following number of Stores during the
                  Borrowers' fiscal year indicated:

                          (A)      Fiscal Year 2001: Zero (0) Retail Stores.

                          (B)      Fiscal Year 2002: Zero (0) Retail Stores

                          (C)      Fiscal Year 2003: Four (4) Retail Stores.

                  (d) The Borrowers shall use their reasonable efforts to
provide the Collateral Agent with Landlord Waivers or subordinations, in a form
acceptable to the Collateral Agent for each of the Borrowers' locations in any
of the Landlord States. The Administrative Agent, at the direction of the
Collateral Agent, shall establish an Availability Reserve for each such location
as to which such a waiver is not so delivered, which Availability Reserve shall
be reduced or eliminated upon delivery of a waiver for such location.

                  (e) The Borrowers will not:

                      (i) Alter, modify, or amend any Lease except in the
                  ordinary course of business and in a manner that will not have
                  a Material Adverse Effect on the Borrowers.

                      (ii) Commit to close any location at which the Borrowers
                  maintains, offers for sales, or stores any of the Collateral,
                  provided, however, the Borrowers


                                       63
<PAGE>   71

                  may close up to Two (2) Stores during any Twelve (12) month
                  period, provided further, that there does not exist an Event
                  of Default and there would not exist an Event of Default after
                  giving effect to the closure.

                  (f) Except as otherwise disclosed pursuant to, or permitted
by, this Section 4.6, and except for goods in control of a customs broker who
has entered into a Customs Brokers Agreement, no tangible personal property of
any of the Borrowers is in the care or custody of any third party or stored or
entrusted with a bailee or other third party and none shall hereafter be placed
under such care, custody, storage, or entrustment.

         4.7      TITLE TO ASSETS.

                  (a) The Borrowers are, and shall hereafter remain, the owners
of the Collateral free and clear of all Encumbrances other than Encumbrances
listed on EXHIBIT 4.7 and other Permitted Encumbrances.

                  (b) The Borrowers do not and shall not have possession of any
property on consignment to the Borrowers.

                  (c) The Borrowers shall not acquire or obtain the right to use
any Equipment, the acquisition or right to use of which Equipment is otherwise
permitted by this Agreement, in which Equipment any third party has an interest,
except for:

                      (i) Equipment which is merely incidental to the conduct of
                  the Borrowers' business.

                      (ii) Equipment, the acquisition or right to use of which
                  has been consented to by the Administrative Agent, which
                  consent may be conditioned (in the Collateral Agent's
                  discretion) upon the Collateral Agent's receipt of such
                  agreement with the third party which has an interest in such
                  Equipment as is satisfactory to the Collateral Agent.

                  (d) No Borrower has any goods, documents of title or other
Collateral in the custody, control, or possession of a third party, except as
set forth in EXHIBIT 4.7(d) and except for goods located in the United States in
transit to a location of the Borrower permitted herein or in the ordinary course
of business of the Borrowers in the possession of the carrier transporting such
goods. In the event that any goods, documents of the title or other Collateral
are at any time after the date hereof in the custody, control or possession of
any other person not referred to in EXHIBIT 4.7(d) or such carriers, Borrowers
shall promptly notify Collateral Agent thereof in writing. Promptly upon
Collateral Agent's request, the Lead Borrower shall deliver to Collateral Agent
a Collateral Access Agreement duly authorized, executed and delivered by such
person and Borrowers.

                  (e) EXHIBIT 4.7(e) is a schedule of all carriers,
consolidators and customs brokers employed by the Borrowers for the transport of
goods in the ordinary course of the


                                       64
<PAGE>   72

business of the Borrowers. The Borrowers shall not employ any other carriers,
consolidators or customs brokers unless (i) the Lead Borrower has provided the
Collateral Agent with thirty (30) days prior notice thereof and (ii) such
carrier, consolidator or customs broker has executed and delivered to the
Collateral Agent a Customs Broker Agreement.

         4.8      INDEBTEDNESS.

                  (a) The Borrowers do not and shall not hereafter have any
Indebtedness with the exceptions of:

                      (i) Any Indebtedness on account of the Working Capital
                  Loans;

                      (ii) The Indebtedness (if any) listed on EXHIBIT 4.8,
                  annexed hereto;

                      (iii) Indebtedness secured by purchase money security
                  interests.

                      (iv) Capital Leases (inclusive of those listed on Exhibit
                  4.8 or 4.11) for the acquisition of Equipment not exceeding an
                  aggregate of $5,000,000.00 outstanding at any one time.

         4.9      INSURANCE.

                  (a) EXHIBIT 4.9, is a schedule of all insurance policies owned
by the Borrowers or under which the Borrowers are the named insured. Each of
such policies is in full force and effect. Neither the issuer of any such policy
nor the Borrowers are in default or violation of any such policy.

                  (b) The Borrowers shall have and maintain at all times
insurance covering such risks, in such amounts, containing such terms, in such
form, for such periods, and written by such companies as may be satisfactory to
the Collateral Agent.

                  (c) All insurance carried by the Borrowers shall provide for a
minimum of Sixty (60) days' written notice of cancellation to the Agents and all
such insurance which covers the Collateral shall include an endorsement in favor
of the Collateral Agent on behalf of the Lenders, which endorsement shall
provide that the insurance, to the extent of the Collateral Agent's interest
therein, shall not be impaired or invalidated, in whole or in part, by reason of
any act or neglect of the Borrowers or by the failure of the Borrowers to comply
with any warranty or condition of the policy.

                  (d) The coverage reflected on EXHIBIT 4.9 presently satisfies
the foregoing requirements, it being recognized by the Borrowers, however, that
such requirements may change hereafter to reflect changing circumstances.


                                       65
<PAGE>   73

                  (e) The Borrowers shall furnish the Collateral Agent from time
to time with certificates or other evidence satisfactory to the Collateral Agent
regarding compliance by the Borrowers with the foregoing requirements.

                  (f) In the event of the failure by the Borrowers to maintain
insurance as required herein, the Administrative Agent, at its option, may
obtain such insurance, provided, however, the Administrative Agent's obtaining
of such insurance shall not constitute a cure or waiver of any Event of Default
occasioned by the Borrowers' failure to have maintained such insurance.

                  (g) The Lead Borrower shall advise the Collateral Agent of
each claim in excess of $50,000.00 made by any Borrower under any policy of
insurance which covers the Collateral and will permit the Collateral Agent
(following the occurrence of any Suspension Event), at the Collateral Agent's
option in each instance, to the exclusion of the Borrowers, to conduct the
adjustment of each such claim. The Borrowers hereby appoint the Collateral Agent
as the Borrowers' attorney in fact to obtain, adjust, settle, and cancel any
insurance described in this section and to endorse in favor of the Collateral
Agent any and all drafts and other instruments with respect to such insurance.
The within appointment, being coupled with an interest, is irrevocable until
this Agreement is terminated by a written instrument executed by a duly
authorized officer of the Collateral Agent. The Collateral Agent shall not be
liable on account of any exercise pursuant to said power except where there has
been a final judicial determination (in a proceeding in which the Collateral
Agent had an opportunity to be heard) that such exercise was conducted in a
grossly negligent manner or in willful misconduct. The Administrative Agent
shall apply any proceeds of such insurance against the Liabilities, whether or
not such have matured, in the order set forth in Section 5.6 of the Agency
Agreement.

         4.10     LICENSES.

         Each license, distributorship, franchise, and similar agreement issued
to the Borrowers, or to which any of the Borrowers is a party is in full force
and effect. No party to any such license or agreement is in default or violation
thereof. No Borrower has received any notice or threat of cancellation of any
such license or agreement.

         4.11     LEASES.

         EXHIBIT 4.11 is a schedule of all presently effective Capital Leases.
Exhibit 4.11 includes a list of all other presently effective Leases. Each of
such Leases and Capital Leases is in full force and effect. No party to any such
Lease or Capital Lease is in default or violation of any such Lease or Capital
Lease and neither the Parent nor the Borrowers have received any notice or
threat of cancellation of any such Lease or Capital Lease. Following the
occurrence and during the continuance of a Suspension Event, the Borrowers
hereby authorize the Collateral Agent at any time and from time to time to
contact any of the Borrowers' landlords in order to


                                       66
<PAGE>   74

confirm the continued compliance by any Borrower with the terms and conditions
of the Lease(s) between such Borrower and that landlord and to discuss such
issues, concerning such Borrower's occupancy under such Lease(s), as the
Collateral Agent may determine.

         4.12     REQUIREMENTS OF LAW.

         The Borrowers are in compliance with, and shall hereafter comply with
and use their respective assets in compliance with, all Requirements of Law
except where the failure of such compliance will not have more than Material
Adverse Effect on such Borrower's business or assets. No Borrower has received
any notice of any violation of any Requirement of Law (other than of a violation
which has no more than a de minimus adverse effect on such Borrower's business
or assets), other than any such violations that have not been cured or otherwise
remedied.

         4.13     LABOR RELATIONS.

                  (a) Except as set forth on EXHIBIT 4.13, no Borrower has been
and is presently a party to any collective bargaining or other labor contract.

                  (b) There is not presently pending and, to the Borrowers'
knowledge, there is not threatened any of the following:

                      (i) Any strike, slowdown, picketing, work stoppage, or
                  employee grievance process;

                      (ii) Any proceeding against or affecting any Borrower
                  relating to the alleged violation of any Requirement of Law
                  pertaining to labor relations or National Labor Relations
                  Board, the Equal Employment Opportunity Commission, or any
                  comparable governmental body, organizational activity, or
                  other labor or employment dispute against or affecting any
                  Borrower, which, if determined adversely to such Borrower
                  could have more than a Material Adverse Effect on such
                  Borrower;

                      (iii) Any lockout of any employees by any Borrower, (and
                  no such action is contemplated by any Borrower); or

                      (iv) Any application for the certification of a collective
                  bargaining agent.

                  (c) No event has occurred or circumstance exists that could
provide the basis for any work stoppage or other labor dispute.

                  (d) Each Borrower:


                                       67
<PAGE>   75

                      (i) Has complied in all material respects with all
                  Requirements of Law relating to employment, equal employment
                  opportunity, nondiscrimination, immigration, wages, hours,
                  benefits, collective bargaining, the payment of social
                  security and similar taxes, occupational safety and health,
                  and plant closing, the failure to comply with could have a
                  Material Adverse Effect.

                      (ii) Is not liable for the payment of more than a de
                  minimus amount of compensation, damages, taxes, fines,
                  penalties, or other amounts, however designated, for such
                  Borrower's failure to comply with any Requirement of Law
                  referenced in Section 4.12.

         4.14     MAINTAIN PROPERTIES.

         Each Borrower shall:

                  (a) Keep the Collateral in good order and repair (ordinary
reasonable wear and tear and insured casualty excepted);

                  (b) Not suffer or cause the waste or destruction of any
material part of the Collateral;

                  (c) Not use any of the Collateral in violation of any policy
of insurance thereon; and

                  (d) Not sell, lease, or otherwise dispose of any of the
Collateral, other than the following:

                      (i) The sale of Inventory in compliance with this
                   Agreement;

                      (ii) The disposal of Equipment which is obsolete, worn
                   out, or damaged beyond repair, which Equipment is replaced to
                   the extent necessary to preserve or improve the operating
                   efficiency of such Borrower; and

                      (iii) The turning over to the Administrative Agent of all
                   Receipts as provided herein.

         4.15     TAXES.

                  (a) The Borrowers have received written notice from the
Internal Revenue Service that the Internal Revenue Service has completed its
examination of the Borrowers' federal income tax returns for all tax years
through and including the Borrowers' taxable year referenced on EXHIBIT 4.15,
and, except as reference on EXHIBIT 4.15, that all deficiencies, assessments,
and other amounts asserted as a result of such examinations have been fully
paid,


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<PAGE>   76

settled or otherwise resolved. Except as reference on EXHIBIT 4.15, no agreement
is extant which waives or extends any statute of limitations applicable to the
right of the Internal Revenue Service to assert a deficiency or make any other
claim for or in respect to federal income taxes. No issue has been raised in any
such examination which, by application of similar principles, reasonably could
be expected to result in the assertion of a deficiency for any fiscal year open
for examination, assessment, or claim by the Internal Revenue Service.

                  (b) The Borrowers have received written notice from the
respective state and local taxing authorities to which the Borrowers are subject
that such authorities have completed their respective examination of the
Borrowers' returns for all state and local income, excise, sales, and other
taxes for which the Borrowers are liable for the respective tax years referenced
on EXHIBIT 4.15, annexed hereto, and that all deficiencies, assessments, and
other amounts asserted as a result of such examinations have been fully paid or
settled. No agreement is extant which waives or extends any statute of
limitations applicable to the right of any state taxing authority to assert a
deficiency or make any other claim for or in respect to any such state taxes. No
issue has been raised in any such examination which, by application of similar
principles, reasonably could be expected to result in the assertion of a
deficiency for any fiscal year open for examination, assessment, or claim by any
state or local taxing authority.

                  (c) Except as disclosed on EXHIBIT 4.15, there are no
examinations of or with respect to the Borrowers presently being conducted by
the Internal Revenue Service or any other taxing authority.

                  (d) The Borrowers have, and hereafter shall: pay, as they
become due and payable, all taxes and unemployment contributions and other
charges of any kind or nature levied, assessed or claimed against any Borrower
or the Collateral by any person or entity whose claim could result in an
Encumbrance upon any asset of any Borrower or by any governmental authority;
properly exercise any trust responsibilities imposed upon the Borrowers by
reason of withholding from employees' pay or by reason of the Borrowers' receipt
of sales tax or other funds for the account of any third party; timely make all
contributions and other payments as may be required pursuant to any Employee
Benefit Plan now or hereafter established by the Borrowers; and timely file all
tax and other returns and other reports with each governmental authority to whom
the Borrowers are obligated to so file.

                  (e) At its option, the Administrative Agent may, but shall not
be obligated to, or at the instruction of the Collateral Agent, shall, pay any
taxes, unemployment contributions, and any and all other charges levied or
assessed upon the Borrowers or the Collateral by any person or entity or
governmental authority, and make any contributions or other payments on account
of the Borrowers' Employee Benefit Plan as the Administrative Agent or
Collateral Agent, in that Agent's discretion, may deem necessary or desirable,
to protect, maintain, preserve, collect, or realize upon any or all of the
Collateral or the value thereof or any right or remedy pertaining thereto,
provided, however, the Administrative Agent's making of any such payment shall
not constitute a cure or waiver of any Event of Default occasioned by the
Borrowers' failure to have made such payment.


                                       69
<PAGE>   77

         4.16     NO MARGIN STOCK.

         The Borrowers are not engaged in the business of extending credit for
the purpose of purchasing or carrying any margin stock (within the meaning of
Regulations U, T, and X of the Board of Governors of the Federal Reserve System
of the United States). No part of the proceeds of any borrowing hereunder will
be used at any time to purchase or carry any such margin stock or to extend
credit to others for the purpose of purchasing or carrying any such margin
stock.

         4.17     ERISA.

         Neither the Borrowers nor any ERISA Affiliate ever has or hereafter
shall:

                  (a) Violate or fail to be in full compliance with Employee
Benefit Plan maintained by the Borrowers;

                  (b) Fail timely to file all reports and filings required by
ERISA to be filed by the Borrowers;

                  (c) Engage in any "prohibited transactions" or "reportable
events" (respectively as described in ERISA);

                  (d) Engage in, or commit, any act such that a tax or penalty
could be imposed upon the Borrowers on account thereof pursuant to ERISA;

                  (e) Accumulate any material funding deficiency within the
meaning of ERISA;

                  (f) Terminate any Employee Benefit Plan such that a lien could
be asserted against any assets of the Borrowers on account thereof pursuant to
ERISA; or

                  (g) Be a member of, contribute to, or have any obligation
under any Employee Benefit Plan which is a multiemployer plan within the meaning
of Section 4001(a) of ERISA.

         4.18     HAZARDOUS MATERIALS.

                  (a) The Borrowers have never:

                      (i) Been legally responsible for any release or threat of
                  release of any Hazardous Material; or

                      (ii) Received notification of any release or threat of
                  release of any Hazardous Material from any site or vessel
                  occupied or operated by the Borrowers and/or of the incurrence
                  of any expense or loss in connection with the assessment,


                                       70
<PAGE>   78

                  containment, or removal of any release or threat of release of
                  any Hazardous Material from any such site or vessel.

                  (b) The Borrowers shall:

                      (i) Dispose of any Hazardous Material only in compliance
                  with all Environmental Laws; and

                      (ii) Not store on any site or vessel occupied or operated
                  by the Borrowers and not transport or arrange for the
                  transport of any Hazardous Material, except if such storage or
                  transport is in the ordinary course of the Borrowers' business
                  and is in compliance with all Environmental Laws.

                  (c) The Lead Borrower shall provide the Agents with written
notice upon obtaining knowledge of any incurrence of any expense or loss by any
governmental authority or other Person in connection with the assessment,
containment, or removal of any Hazardous Material, for which expense or loss the
Borrowers may be liable.

         4.19     LITIGATION.

         Except as described in EXHIBIT 4.19 there is not presently pending or
threatened by or against any Borrower any suit, action, proceeding, or
investigation which, if determined adversely to such Borrower, would have more
than a de minimus adverse effect upon such Borrower's financial condition or
ability to conduct its business as such business is presently conducted or is
contemplated to be conducted in the foreseeable future.

         4.20     DIVIDENDS; INVESTMENTS; CORPORATE ACTION.

         The Borrowers shall not:

                  (a) Pay any cash dividend or make any other distribution
(including, but not limited to, management fees) in respect of any class of the
Borrowers' capital stock;

                  (b) Redeem, retire, purchase, or acquire any of the Parent's
capital stock or any of the Parent's securities, except as permitted by Section
4.24(c);

                  (c) Invest in or purchase any stock or securities or rights to
purchase any such stock or securities, of any corporation or other entity other
than Permitted Investments;

                  (d) Merge or consolidate or be merged or consolidated with or
into any other corporation or other entity;

                  (e) Consolidate any of the Borrowers' operations with those of
any other corporation or other entity;


                                       71
<PAGE>   79

                  (f) Organize or create any Affiliate;

                  (g) Subordinate any debts or obligations owed to the Borrowers
by any third party to any other debts owed by such third party to any other
Person; or

                  (h) Acquire any assets other than in the ordinary course and
conduct of the Borrowers' business as conducted at the execution of this
Agreement.

         4.21     LOANS.

         The Borrowers shall not make any loans or advances to, nor acquire the
Indebtedness of, any Person, provided, however, the foregoing does not prohibit
any of the following:

                  (a) Advance payments made to the Borrowers' suppliers in the
ordinary course; and

                  (b) Advances to the Borrowers' officers, employees, and
salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of the Borrowers, which
expenses are properly substantiated by the person seeking such advance and
properly reimbursable by the Borrowers.

         4.22     PROTECTION OF ASSETS.

         The Administrative Agent may in its discretion, and upon the
instruction of the Collateral Agent and prior to the occurrence of a Suspension
Event, after notice to the Lead Borrower, shall from time to time, discharge any
tax or Encumbrance on any of the Collateral, or take any other action which such
Agent may deem necessary or desirable to repair, insure, maintain, preserve,
collect, or realize upon any of the Collateral. The Agents shall not have any
obligation to undertake any of the foregoing and shall have no liability on
account of any action so undertaken except where there is a specific finding in
a judicial proceeding (in which that Agent has had an opportunity to be heard),
from which finding no further appeal is available, that such Agent had acted in
actual bad faith or in a grossly negligent manner. The Borrowers shall pay to
the Administrative Agent, on demand, or the Administrative Agent, in its
discretion, may add to the Loan Account, all amounts paid or incurred by the
Administrative Agent pursuant to this Section 4.22. The obligation of the
Borrowers to pay such amounts is a Liability.

         4.23     LINE OF BUSINESS.

         The Borrowers shall not engage in any business other than the business
in which they are currently engaged or a business reasonably related thereto
(the conduct of which reasonably related business is reflected in the Business
Plan).


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<PAGE>   80

         4.24     AFFILIATE TRANSACTIONS.

         The Borrowers shall not make any payment, nor give any value to any
Affiliate except for goods and services actually purchased by the Borrowers
from, or sold by the Borrowers to, such Affiliate for a price and on terms which
shall

                  (a) be competitive and fully deductible as an "ordinary and
necessary business expense" and/or fully depreciable under the Internal Revenue
Code of 1986 and the Treasury Regulations, each as amended; and

                  (b) be no be less favorable to the Borrowers than those which
would have been charged and imposed in an arms length transaction; or

                  (c) be in connection with any settlement, severance or other
arrangement with Reuven Dessler or Jake Koval with respect to the termination of
their employment and related matters in respect to which the Administrative
Agent, in its reasonable discretion, has provided its prior written consent.

         4.25     FURTHER ASSURANCES.

                  (a) The Borrowers are not the owners of, nor have they any
interest in, any property or asset which, immediately upon the satisfaction of
the conditions precedent to the effectiveness of the credit facility
contemplated hereby (Article III) will not be subject to perfected Collateral
Interests in favor of the Collateral Agent, for the benefit of the Lenders
(subject only to Permitted Encumbrances), to secure the Liabilities.

                  (b) The Borrowers will not hereafter acquire any asset or any
interest in property which is not, immediately upon such acquisition, subject to
such a perfected Collateral Interest in favor of the Collateral Agent, for the
benefit of the Lenders, to secure the Liabilities (subject only to Permitted
Encumbrances).

                  (c) The Borrowers shall execute and deliver to the Agents such
instruments, documents, and papers, and shall do all such things from time to
time hereafter as the Agents may request: to carry into effect the provisions
and intent of this Agreement; to protect and perfect the Collateral Agent's
Collateral Interests in the Collateral; to comply with all applicable statutes
and laws; and to facilitate the collection of the Receivables Collateral. The
Borrowers shall execute all such instruments as may be required by the
Collateral Agent with respect to the recordation and/or perfection of the
Collateral Interests created or contemplated herein.

                  (d) The Borrowers hereby designate the Collateral Agent as and
for the Borrowers' true and lawful attorney, with full power of substitution, to
sign and file any financing statements in order to perfect or protect the
Collateral Agent's Collateral Interests in the Collateral.


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<PAGE>   81

                  (e) A carbon, photographic, or other reproduction of this
Agreement or of any financing statement or other instrument executed pursuant to
this Section 4.25 shall be sufficient for filing to perfect the security
interests granted herein.

         4.26     ADEQUACY OF DISCLOSURE.

                  (a) All financial statements furnished to the Agents and to
each Lender by the Borrowers have been prepared in accordance with GAAP
consistently applied and present fairly the Consolidated condition of the Parent
and its Subsidiaries at the date(s) thereof and the Consolidated results of
operations and cash flows of the Parent and its Subsidiaries for the period(s)
covered. There has been no change in the financial condition, results of
operations, or cash flows of the Borrowers since the date(s) of such financial
statements, other than changes in the ordinary course of business, which changes
have not been materially adverse, either singularly or in the aggregate.

                  (b) The Borrowers do not have any contingent obligations or
obligation under any Lease or Capital Lease which is not noted in the Parent's
Consolidated financial statements furnished to the Agents and to each Lender
prior to the execution of this Agreement.

                  (c) No document, instrument, agreement, or paper now or
hereafter given the Agents and to each Lender by or on behalf of the Borrowers
or any guarantor of the Liabilities in connection with the execution of this
Agreement by the Agents and to each Lender contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements therein not misleading. There is no
fact known to the Borrowers which has, or which, in the foreseeable future could
have, a Material Adverse Effect on the financial condition of the Borrowers or
any such guarantor which has not been disclosed in writing to the Agents and to
each Lender.

         4.27     NO RESTRICTIONS ON LIABILITIES.

         No Borrower shall enter into or become subject to, directly or
indirectly, any agreement prohibiting or restricting (other than with respect to
Permitted Encumbrances), in any manner (including, without limitation, by way of
covenant, representation, or event of default) any of the following:

                  (a) The granting of Collateral Interests in favor of the
Collateral Agent and the Lenders on any asset of any Borrower; or

                  (b) The incurrence of any of the Liabilities.

         4.28     OTHER COVENANTS.


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<PAGE>   82

         No Borrower shall indirectly do or cause to be done any act which, if
done directly by such Borrower or Borrowers, would breach any covenant contained
in this Agreement.

ARTICLE V. - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

         5.1      MAINTAIN RECORDS.

         The Borrowers shall:

                  (a) At all times, keep proper books of account, in which full,
true, and accurate entries shall be made of all of the Borrowers' transactions,
all in accordance with GAAP applied consistently with prior periods to fairly
reflect the financial condition of the Borrowers at the close of, and its
results of operations for, the periods in question.

                  (b) Timely provide the Agents and (if otherwise required
hereunder or requested by any Lender) Lenders with those financial reports,
statements, and schedules required by this Article V or otherwise, each of which
reports, statements and schedules shall be prepared, to the extent applicable,
in accordance with GAAP applied consistently with prior periods to fairly
reflect the financial condition of the Borrowers at the close of, and its
results of operations for, the period(s) covered therein.

                  (c) At all times, keep accurate current records of the
Collateral including, without limitation, accurate current stock, cost, and
sales records of its Inventory, accurately and sufficiently itemizing and
describing the kinds, types, and quantities of Inventory and the cost and
selling prices thereof.

                  (d) At all times, retain independent certified public
accountants who are reasonably satisfactory to the Agents and instruct such
accountants to fully cooperate with, and be available to, the Agents to discuss
the Borrowers' financial performance, financial condition, operating results,
controls, and such other matters, within the scope of the retention of such
accountants, as may be raised by the Agents.

                  (e) Not change their respective fiscal years, tax
identification numbers, or state of incorporation.

         5.2      ACCESS TO RECORDS.

                  (a) The Borrowers shall accord the Agents, Tranche B Lenders
and Tranche C Agent and their respective representatives access from time to
time as the Agents, Tranche B Lenders and Tranche C Agent and such
representatives may require to all properties owned by or over which any
Borrower has control. The Agents, Tranche B Lenders and Tranche C Agent and such
representatives shall have the right, and the Borrowers will permit the Agents,
Tranche B


                                       75
<PAGE>   83

Lenders and Tranche C Agent and their respective representatives from time to
time as Collateral Agent, Tranche B Lenders and Tranche C Agent and their
respective representatives may request, to examine, inspect, copy, and make
extracts from any and all of the Borrowers' books, records, electronically
stored data, papers, and files. The Borrowers shall make all of the Borrowers'
copying facilities available to the Agents, Tranche B Lenders and Tranche C
Agent and their respective representatives.

                  (b) The Borrowers hereby authorize the Agents and the
Collateral Agent's representatives to:

                      (i) Inspect, copy, duplicate, review, cause to be reduced
                  to hard copy, run off, draw off, and otherwise use any and all
                  computer or electronically stored information or data which
                  relates to the Borrowers, and agree to direct any service
                  bureau, contractor, accountant, or other person, who maintains
                  such information for the Borrowers fully to cooperate with the
                  Collateral Agent and the Collateral Agent's representatives
                  with respect thereto.

                      (ii) Verify at any time the Collateral or any portion
                  thereof, including verification with Account Debtors, and/or
                  with the Borrowers' computer billing companies, collection
                  agencies, and accountants and to sign the name of the
                  Borrowers on any notice to the Borrowers' Account Debtors or
                  verification of the Collateral.

         5.3      IMMEDIATE NOTICE TO AGENTS.

                  (a) The Lead Borrower shall provide the Agents, Tranche B
Lenders and Tranche C Agent with written notice promptly upon the occurrence of
any of the following events, which written notice shall be with reasonable
particularity as to the facts and circumstances in respect of which such notice
is being given:

                      (i) Any change in the Authorized Officers.

                      (ii) The completion of any physical count of all or a
                  material portion of the Borrowers' Inventory (together with a
                  copy of the results thereof certified by the Lead Borrower).

                      (iii) Any cessation by the Borrowers of their making
                  payment to its creditors generally as the Borrowers' debts
                  become due.

                      (iv) Any failure by the Borrowers to pay rent at any of
                  the Borrowers' locations, which failure continues for more
                  than Three (3) days following the last day on which such rent
                  was payable without more than a de minimus adverse effect to
                  the Borrowers.


                                       76
<PAGE>   84

                      (v) Any Material Adverse Change in the business,
                  operations, or financial affairs of the Borrowers.

                      (vi) The occurrence of any Suspension Event.

                      (vii) Any intention on the part of the Parent to discharge
                  the Parent's present independent accountants or any withdrawal
                  or resignation by such independent accountants from their
                  acting in such capacity.

                      (viii) Any litigation which, if determined adversely to
                  the Borrowers, might have a Material Adverse Effect on the
                  financial condition of the Borrowers.

                  (b) The Lead Borrower shall:

                      (i) Provide the Agents, when so distributed, with copies
                  of any materials distributed to the shareholders of the Parent
                  (qua such shareholders).

                      (ii) Provide the Agents:

                           (A)      When filed, copies of all filings of the
                                    Parent with the SEC.

                           (B)      When received, copies of all correspondence
                                    from the SEC, other than routine
                                    non-substantive general communications from
                                    the SEC.

                      (iii) Add the Collateral Agent as an addressee on all
                  mailing lists maintained by or for the Borrowers.

                      (iv) At the request of the Collateral Agent, from time to
                  time, provide the Collateral Agent with copies of all
                  advertising (including copies of all print advertising and
                  duplicate tapes of all video and radio advertising).

                      (v) Provide the Agents, when received by the Borrowers,
                  with a copy of any management letter or similar communications
                  from any accountant of the Borrowers.

         The Administrative Agent shall provide copies of the foregoing to the
Tranche B Lenders and Tranche C Agent upon their request.

         5.4      BORROWING BASE CERTIFICATE.

         The Lead Borrower shall provide the Agents and the Tranche B Lenders by
11:30 a.m., Boston time, on each Business Day with Borrowing Base Certificates
(in the form of EXHIBIT 5.4 as such form may be revised from time to time by the
Collateral Agent), reflecting the Borrowers' inventory and accounts receivable
condition no earlier than the last Business Day of the week immediately prior to
the date when furnished (or more recent date, if requested by the


                                       77
<PAGE>   85

Collateral Agent) and the balance of the Tranche A Debt and Tranche B Debt
outstanding thereunder as of the immediately preceding Business Day and the
amount of the Cash Component as of such Business Day. Such Certificate shall be
signed by an Authorized Officer and may be sent to the Agents by facsimile or
email (with electronic signature) transmission.

         5.5      WEEKLY REPORTS.

         Weekly, on Wednesday of each week (as of the then immediately preceding
Saturday) the Lead Borrower shall provide the Collateral Agent and the Tranche B
Lenders with a sales audit report, a flash sales report and Borrowing Base
Certificate (each in such form as may be specified from time to time by the
Collateral Agent), an aging of the Borrowers' accounts payable and Accounts
Receivable and a Summary of the Borrowers' stock ledgers (by department), in
each case separately delineated for the Borrowers' wholesale operations and
Retail Stores. Such report may be sent to the Collateral Agent by facsimile or
email (with electronic signature) transmission, provided that the original
thereof is forwarded to the Collateral Agent on the date of such transmission.

         5.6      MONTHLY REPORTS.

                  (a) Monthly, the Lead Borrower shall provide the Collateral
Agent and at the request of a Tranche A Lender, the Tranche C Agent or a Tranche
B Lender, to such Tranche A Lender, the Tranche B Lenders or Tranche C Agent, as
the case may be, with original counterparts of the following (each in such form
as the Collateral Agent from time to time may specify):

                      (i) Within Fifteen (15) days of the end of the previous
                  month, in each case separately delineated for the Borrowers'
                  wholesale operations and Retail Stores:

                          (A)      A "Stock Ledger Inventory Reports" for both
                                   Retail Inventory and Wholesale Inventory and
                                   a Certificate (signed by the Lead Borrower's
                                   Authorized Officer) concerning the
                                   Borrowers' Inventory.

                           (B)     A Merchandise Management Report on which is
                                   shown whether inventory levels are adequate
                                   to meet sales forecasts.

                           (C)      Purchase Report.

                           (D)      Inventory Certificate.


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<PAGE>   86

                       (ii) Within Thirty (30) days of the end of the previous
                  month, in each case separately delineated for the Borrowers'
                  wholesale operations and Retail Stores:

                           (A)      Reconciliation of the above described
                                    Inventory Report and Inventory Certificate
                                    to Availability and to the general ledger as
                                    of the end of the subject month.

                           (B)      A Gross Margin Reconciliation.

                           (C)      A schedule of purchases from the Borrowers'
                                    ten largest vendors (in terms of year to
                                    date purchases), which schedule shall be in
                                    such form as may be satisfactory to the
                                    Collateral Agent and shall include year to
                                    date cumulative purchases and an aging of
                                    payables to each such vendor.

                           (D)      A Store Activity Report.


                           (E)      The Officer's Compliance Certificate
                                    described in Section 5.9, a copy of which
                                    shall be sent by the Lead Borrower to the
                                    Administrative Agent.

                           (F)      An internally prepared financial statement
                                    of the Borrowers' financial condition and
                                    the results of its operations for, the
                                    period ending with the end of the subject
                                    month, which financial statement shall
                                    include, at a minimum, a balance sheet,
                                    income statement (on a store specific,
                                    divisional and on a "consolidated" basis),
                                    cash flow and comparison of same Store sales
                                    for the corresponding month of the then
                                    immediately previous year, a copy of which
                                    shall be sent by the Lead Borrower to the
                                    Administrative Agent, and shall be certified
                                    by the Lead Borrower's chief financial
                                    officer or chief operating officer as fairly
                                    presenting the financial position of the
                                    Borrowers in accordance with GAAP (subject
                                    to year-end audit adjustments).

                           (G)      Inventory Aging Report.

                           (H)      Open to Buy Report.

                           (I)      Comparative Sales Report for the Borrowers'
                                    Retail Stores.

                           (J)      Accrued Expenses Report.

                  (b) For purposes of Section 5.6(a)(i) and (a)(ii), above, the
first "previous month" in respect of which the items required by that Section
shall be provided shall be August 2001.


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<PAGE>   87

         5.7      QUARTERLY REPORTS.

         Quarterly, within Forty Five (45) days following the end of each of the
Borrowers' fiscal quarters, the Lead Borrower shall provide the Agents with the
following:

                  (a) An original counterpart of a management prepared financial
statement of the Borrowers for the period from the beginning of the Borrowers'
then current fiscal year through the end of the subject quarter, with
comparative information for the same period of the previous fiscal year, which
statement shall include, at a minimum, a balance sheet, income statement (on a
store specific and on a "consolidated" basis), statement of changes in
shareholders' equity, and cash flows and comparisons for the corresponding
quarter of the then immediately previous year; and

                  (b) The officer's compliance certificate described in Section
5.9.

                  (c) A copy of the Borrowers' Report on Form 10-Q filed with
the SEC.

         The Administrative Agent will provide copies of the foregoing to the
Tranche A Lenders, the Tranche B Lenders and the Tranche C Agent.

         5.8      ANNUAL REPORTS.

                  (a) Annually, within ninety (90) days following the end of the
Borrowers' fiscal year, the Lead Borrower shall furnish the Agents with the
following:

                      (i) An original signed counterpart of the Borrowers'
                  Consolidated annual financial statement, which statement shall
                  have been prepared by, and bear the unqualified opinion of,
                  the Borrowers' independent certified public accountants (i.e.
                  said statement shall be "certified" by such accountants) and
                  shall include, at a minimum (with comparative information for
                  the then prior fiscal year) a balance sheet, income statement,
                  statement of changes in shareholders' equity, and cash flows;
                  and

                      (ii) The officer's compliance certificate described in
                  Section 5.9.

                      (iii) A copy of the Borrowers' Report on Form 10-K filed
                  with the SEC.

                  (b) No later than the earlier of Fifteen (15) days prior to
the end of each of the Borrowers' fiscal years or the date on which such
accountants commence their work on the preparation of the Borrowers' annual
Consolidated financial statement, the Lead Borrower shall give written notice to
such accountants (with a copy of such notice, when sent, to the Administrative
Agent) that:


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<PAGE>   88

                      (i) Such annual financial statement will be delivered by
                  the Borrowers to the Agents (for subsequent distribution by
                  the Administrative Agent to each Lender).

                      (ii) It is the primary intention of the Borrowers, in
                  their engagement of such accountants, to satisfy the financial
                  reporting requirements set forth in this Article V.

                      (iii) The Borrowers have been advised that the Agents and
                  each Lender will rely thereon with respect to the
                  administration of, and transactions under, the credit facility
                  contemplated by this Agreement.

                  (c) Each annual statement shall be accompanied by such
accountant's certificate indicating that, in conducting the audit for such
annual statement, nothing came to the attention of such accountants to believe
that any Suspension Event had occurred during the subject fiscal year (or if one
or more had occurred, the facts and circumstances thereof).

                  (d) Annually, within thirty (30) days prior to the end of the
Borrowers' fiscal year, the Lead Borrower shall furnish the Agents with an
updated Business Plan.

         The Administrative Agent shall provide copies of the foregoing to the
Tranche A Lenders, the Tranche B Lenders and the Tranche C Agent.

         5.9      OFFICERS' CERTIFICATES.

         The Lead Borrower shall cause the Authorized Officer to certify, in the
form attached hereto as EXHIBIT 5.9 (the "OFFICER'S COMPLIANCE CERTIFICATE"), in
connection with those monthly, quarterly, and annual statements to be furnished
pursuant to this Agreement that:

                  (a) Such statement was prepared in accordance with GAAP
consistently applied and presents fairly the financial condition of the
Borrowers at the close of, and the results of the Borrowers' operations and cash
flows for, the period(s) covered, subject, however to the following:

                      (i) usual year end adjustments (this exception shall not
                  be included in the Certificate which accompanies such annual
                  statement).

                      (ii) Material Accounting Changes (in which event, such
                  certificate shall include a schedule (in reasonable detail) of
                  the effect of each such Material Accounting Change) not
                  previously specifically taken into account in the
                  determination of the financial performance covenant imposed
                  pursuant to Section 5.12.


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<PAGE>   89

                  (b) No Suspension Event has occurred or, if such an event has
occurred, its nature (in reasonable detail) and the steps (if any) being taken
or contemplated by the Borrowers to be taken on account thereof.

                  (c) The Borrowers were in compliance (or had failed to comply)
as of the date of the applicable statement with each of the financial
performance covenants included in Section 5.12 hereof; such certification to be
accompanied by calculations demonstrating such compliance or failure to comply.

         The Administrative Agent shall provide copies of the foregoing to the
Tranche A Lenders, the Tranche B Lenders and the Tranche C Agent upon their
request.

         5.10     INVENTORIES, APPRAISALS, AND AUDITS.

                  (a) The Collateral Agent may, at the expense of the Borrowers,
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
Borrowers.

                  (b) The Borrowers, at their own expense, shall cause
inventories to be conducted as follows (i) each Retail Store to not have less
than one (1) physical count at each fiscal year end or on a cycle basis once
during each twelve (12) month period (except in the case of Retail Stores
experiencing high shrink (as determined by the Collateral Agent, in its
discretion), in which case, such Retail Stores shall have not less than two (2)
physical counts on a cycle basis during each twelve (12) month period) and (ii)
each Warehouse location to have not less than one (1) physical inventory at each
fiscal year end, in each case consistent with current practice, while this
Agreement is in effect (the scheduling of which shall be subject to the
Collateral Agent's discretion), conducted by such inventory takers as are
satisfactory to the Collateral Agent and following such methodology as may be
satisfactory to the Collateral Agent.

                      (i) The Lead Borrower shall provide the Collateral Agent
                  with a copy of the preliminary results of each such inventory
                  (as well as of any other physical inventory undertaken by the
                  Borrowers) within ten (10) days after its completion.

                      (ii) The Lead Borrower shall provide the Collateral Agent
                  with a reconciliation of the results of each such inventory
                  (as well as of any other physical inventory undertaken by the
                  Borrowers) to the Borrowers' books and records within thirty
                  (30) days following the completion of such inventory.

                      (iii) The Collateral Agent, in its discretion, following
                  the occurrence of a Suspension Event, may cause such
                  additional inventories to be taken as the Collateral Agent
                  determines (each, at the expense of the Borrowers).

                  (c) The Collateral Agent may obtain appraisals, from time to
time, conducted by such appraisers as are satisfactory to the Collateral Agent.
The Collateral Agent contemplates obtaining four (4) appraisals during any
twelve (12) months, but may obtain more in the event it


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<PAGE>   90

deems it reasonably necessary in its discretion. Prior to the occurrence of a
Suspension Event, the costs of up to five (5) appraisals during any twelve (12)
month period shall be at the Borrowers' expense. After the occurrence of a
Suspension Event, the costs of all appraisals shall be at the Borrowers'
expense.

                  (d) The Collateral Agent may conduct such commercial audits
(at the Borrowers' expense) of the Borrowers' books and records as it, in its
discretion, determines to be necessary or desirable (at the Borrowers' expense).
The Collateral Agent contemplates obtaining four (4) commercial audits during
any twelve (12) months, but may obtain more in the event it deems it reasonably
necessary in its discretion. Prior to the occurrence of a Suspension Event, the
costs of up to five (5) commercial audits during any twelve (12) month period
shall be at the Borrowers' expense. After the occurrence of a Suspension Event,
the costs of all commercial audits shall be at the Borrowers' expense.

                  (e) The Collateral Agent from time to time (in all events, at
the Borrowers' expense) may undertake "mystery shopping" visits to all or any of
the Borrowers' business premises. The Collateral Agent shall provide the Lead
Borrower with a copy of any non-confidential results of such mystery shopping.

                  (f) Following the occurrence and during the continuance of an
Event of Default hereunder , the Tranche B Lenders may request in writing that
the Collateral Agent obtain additional appraisals and conduct commercial audits.
If the Collateral Agent has not initiated such an appraisal or audit within
fifteen (15) Business Days of its receipt of such request, the Tranche B Lenders
may obtain such appraisals and audits conducted by such appraisers and auditors
as may be satisfactory to the Tranche B Lenders, the cost of which shall
constitute Tranche B Debt and which appraisals and audits shall be coordinated
by Agents. The Tranche B Lenders shall provide copies of any such appraisals and
audits to the Agents and, upon written request, the Tranche C Agent.

                  (g) The Collateral Agent shall provide copies of the foregoing
to the Tranche A Lenders, the Tranche B Lenders and the Tranche C Agent upon
request.

         5.11     ADDITIONAL FINANCIAL INFORMATION.

                  (a) In addition to all other information required to be
provided pursuant to this Article V, the Lead Borrower promptly shall provide
the Agents (and any guarantor of the Liabilities) and to the Tranche A Lenders,
the Tranche B Lenders and the Tranche C Agent, upon request, such other and
additional information concerning the Borrowers, the Collateral, the operation
of the Borrowers' business, and the Borrowers' financial condition, including
financial reports and statements (including supporting schedules), as the Agents
and the Tranche B Lenders may from time to time request from the Lead Borrower.

                  (b) The Lead Borrower may provide the Agents, from time to
time hereafter, with updated forecasts of the Borrowers' anticipated performance
and operating results.


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<PAGE>   91

                  (c) The Lead Borrower shall, no sooner than Ninety (90) nor
later than Sixty (60) days prior to the end of each of the Borrowers' fiscal
years, furnish the Agents with an updated and extended forecast which shall go
out at least through the end of the then next three fiscal years and shall
include a Consolidated and consolidating income statement, a Consolidated
balance sheet, and a Consolidated statement of cash flow, by month, each
prepared in conformity with GAAP and consistent with the Borrowers' then current
practices.

                  (d) The Borrowers recognize that all appraisals, inventories,
analysis, financial information, and other materials which the Agents may
obtain, develop, or receive with respect to the Borrowers are confidential to
the Agents and that, except as otherwise provided herein, the Borrowers are not
entitled to receipt of any of such appraisals, inventories, analysis, financial
information, and other materials, nor copies or extracts thereof or therefrom.

                  (e) The Lead Borrowers shall provide the Agents with copies of
any filings it makes with the SEC in addition to Form 10-Q's and 10-K's.

         The Administrative Agent shall provide copies of the foregoing to the
Tranche A Lenders, the Tranche B Lenders and the Tranche C Agent upon request.

         5.12     FINANCIAL PERFORMANCE COVENANTS.

         The Borrower's shall observe and comply with those financial
performance covenants set forth in EXHIBIT 5.12, attached hereto. Compliance
with such financial performance covenants shall be made as if no Material
Accounting Changes had been made (other than any Material Accounting Changes
specifically taken into account in the setting of such covenants). The
Collateral Agent may determine the Borrowers' compliance with such covenants
based upon financial reports and statements provided by the Lead Borrower to the
Collateral Agent (whether or not such financial reports and statements are
required to be furnished pursuant to this Agreement) as well as by reference to
interim financial information provided to, or developed by, the Collateral
Agent.






ARTICLE VI. - USE AND COLLECTION OF COLLATERAL:

         6.1      USE OF INVENTORY COLLATERAL.

                  (a) The Borrowers shall not engage in any sale of the
Inventory other than for fair consideration in the conduct of the Borrowers'
business in the ordinary course and shall not


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<PAGE>   92

engage in sales or other dispositions to creditors, sales or other dispositions
in bulk, and any use of any of the Inventory in breach of any provision of this
Agreement.

                  (b) No sale of Inventory shall be on consignment, approval, or
under any other circumstances such that, with the exception of the Borrowers'
customary return policy applicable to the return of Inventory purchased by the
Borrowers' retail customers in the ordinary course, such Inventory may be
returned to the Borrowers without the consent of the Administrative Agent.

         6.2      INVENTORY QUALITY.

         All Inventory now owned or hereafter acquired by the Borrowers is and
will be of good and merchantable quality and free from defects (other than
defects within customary trade tolerances), subject to normal industry
standards.

         6.3      ADJUSTMENTS AND ALLOWANCES.

         The Borrowers may grant such allowances or other adjustments to the
Borrowers' Account Debtors (exclusive of extending the time for payment of any
Account or Account Receivable, which shall not be done without first obtaining
the Collateral Agent's prior written consent in each instance) as the Borrowers
may reasonably deem to accord with sound business practice, provided, however,
the authority granted the Borrowers pursuant to this Section 6.3 may be limited
or terminated by the Collateral Agent at any time in the Collateral Agent's
discretion following the occurrence of a Suspension Event.

         6.4      VALIDITY OF ACCOUNTS.

                  (a) The amount of each Account shown on the books, records,
and invoices of the Borrowers represented as owing by each Account Debtor is and
will be the correct amount actually owing by such Account Debtor and shall have
been fully earned by performance by the Borrowers.

                  (b) The Collateral Agent from time to time may verify the
Receivables Collateral directly with the Borrowers' Account Debtors, such
verification to be undertaken in keeping with commercially reasonable commercial
lending standards.

                  (c) The Borrowers have no knowledge of any impairment of the
validity or collectibility of any of the Accounts and the Lead Borrower shall
notify the Agent of any such fact immediately after any Borrower becomes aware
of any such impairment.


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<PAGE>   93

                  (d) The Borrowers shall not post any bond to secure any
Borrowers' performance under any agreement to which any Borrower is a party nor
cause any surety, guarantor, or other third party obligee to become liable to
perform any obligation of any Borrower (other than to the Collateral Agent) in
the event of such Borrower's failure so to perform.

         6.5      NOTIFICATION TO ACCOUNT DEBTORS.

         The Collateral Agent shall have the right (after an Event of Default
has occurred) to notify any of the Borrowers' Account Debtors to make payment
directly to the Collateral Agent and to collect all amounts due on account of
the Collateral.

ARTICLE  VII. - CASH MANAGEMENT; PAYMENT OF LIABILITIES:

         7.1      DEPOSITORY ACCOUNTS.

                  (a) Annexed hereto as EXHIBIT 7.1 is a Schedule of all present
DDA's, which includes, with respect to each depository (i) the name and address
of that depository; (ii) the account number(s) of the account(s) maintained with
such depository; and (iii) a contact person at such depository.

                  (b) The Borrowers shall each deliver the following to the
Collateral Agent, as a condition to the effectiveness of this Agreement:

                      (i) Notification, executed on behalf of the Borrowers, to
                  each depository institution with which any DDA is maintained
                  (other than any Exempt DDA and the Blocked Account), in form
                  satisfactory to the Collateral Agent of the Collateral Agent's
                  interest in such DDA or, if requested by the Collateral Agent,
                  control agreements with respect to each DDA.

                      (ii) A Blocked Account Agreement with any depository
                  institution at which either of the following conditions
                  applies:

                           (A)      Both any DDA (other than the Disbursement
                                    Account) and the Disbursement Account is
                                    maintained.

                           (B)      A Blocked Account is maintained.

                  (c) The Borrowers will not establish any DDA hereafter (other
than an Exempt DDA) unless, contemporaneous with such establishment, the Lead
Borrower delivers the following to the Collateral Agent:


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<PAGE>   94

                      (i) Notification to the depository at which such DDA is
                  established if the same would have been required pursuant to
                  Section 7.1(b)(i) if the subject DDA were open at the
                  execution of this Agreement;

                      (ii) A Blocked Account Agreement executed on behalf of the
                  depository at which such DDA is established if the same would
                  have been required pursuant to Section 7.1(b)(ii) if the DDA
                  were open at the execution of this Agreement.

         7.2      CREDIT CARD RECEIPTS.

                  (a) Annexed hereto as EXHIBIT 7.2, is a Schedule which
describes all arrangements to which the Borrowers are a party with respect to
the payment to the Borrowers of the proceeds of credit card charges for sales by
the Borrowers.

                  (b) The Borrowers shall deliver to the Collateral Agent, as a
condition to the effectiveness of this Agreement, notification, executed on
behalf of the Borrowers, to each of the Borrowers' credit card clearinghouses
and processors of notice (in form satisfactory to the Agent), which notice
provides that payment of all credit card charges submitted by the Borrowers to
that clearinghouse or other processor and any other amount payable to the
Borrowers by such clearinghouse or other processor shall be directed to the
Concentration Account or as otherwise designated from time to time by the
Collateral Agent. The Borrowers shall not change such direction or designation
except upon and with the prior written consent of the Collateral Agent.

         7.3      THE CONCENTRATION, BLOCKED, AND DISBURSEMENT ACCOUNTS.

                  (a) The following checking accounts have been or will be
established (and are so referred to herein):

                      (i) The "CONCENTRATION ACCOUNT": Established by the
                  Administrative Agent with IBJW.

                      (ii) The "BLOCKED ACCOUNT": Subject to Section 7.3(c),
                  established by the Borrowers with Provident Bank into which
                  deposits must be directed and from which the Borrowers shall
                  not make disbursements. ---

                      (iii) The "DISBURSEMENT ACCOUNT": Established by the
                  Borrowers with Provident Bank, from which only disbursements
                  may be made and into which only advances under the Revolving
                  Credit may be deposited.

                      (iv) The "LOCKBOX ACCOUNT": Established by Borrowers with
                  Provident Bank, into which deposits of the Borrowers' Accounts
                  generated by its


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<PAGE>   95

                  wholesale business must be directed and from which the
                  Borrowers shall not make any disbursements.

                      (v) The "TAX ESCROW": Established by Borrowers with IBJW,
                  into which deposits of the proceeds of the Tax Notes must be
                  directed and from which the Borrowers shall NOT make any
                  disbursements.

                  (b) The contents of each DDA (other than the Disbursement
Account), of the Blocked Account, and of the LockBox Account constitutes
Collateral and Proceeds of Collateral. The contents of the Concentration Account
constitutes the Administrative Agent's property, held for the benefit of the
Lenders.

                  (c) Within sixty (60) days of the Closing Date, the Borrowers
shall close the Blocked Accounts, LockBox Account and Disbursement Accounts
existing on the date of this Agreement and establish such accounts with IBJW or
another institution acceptable to the Agent. Thereafter the Borrowers shall not
establish any Blocked Account or LockBox Account hereafter except upon not less
than thirty (30) days written notice to the Collateral Agent and the delivery to
the Collateral Agent of a Blocked Account Agreement with respect thereto.

                  (d) The Borrowers shall pay all fees and charges of, and
maintain such impressed balances as may be required by the depository in which
any account is opened as required hereby (even if such account is opened by
and/or is the property of the Collateral Agent).

         7.4      PROCEEDS AND COLLECTION OF ACCOUNTS.

                  (a) All Receipts constitute Collateral and proceeds of
Collateral and shall be held in trust by the Borrowers for the Collateral Agent,
for the benefit of the Lenders, shall not be commingled with any of the
Borrowers' other funds, and shall be deposited and/or transferred, no less
frequently than daily, only to the Blocked Account, LockBox Account or the
Concentration Account. Permitted Investments shall be pledged to the Collateral
Agent for the benefit of the Lenders.

                  (b) The Borrowers shall cause the ACH or wire transfer to the
Concentration Account, no less frequently than twice per week (and whether or
not there is then an outstanding balance in the Loan Account) of the following:

                      (i) The contents of each DDA (other than any Exempt DDA),
                  the Blocked Account and the LockBox Account. Each such
                  transfer to be net of any minimum balance, not to exceed
                  $750.00, as may be required to be maintained in the subject
                  DDA by the bank at which such DDA is maintained and for petty
                  cash purposes.

                      (ii) The proceeds of all credit card charges not otherwise
                  provided for pursuant hereto.


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<PAGE>   96

         Telephone advice (confirmed by written notice) shall be provided to the
Collateral Agent on each Business Day on which any such transfer is made.

                  (c) Whether or not any Liabilities are then outstanding, the
Borrowers shall cause the ACH or wire transfer to the Concentration Account, no
less frequently than twice per week, of then entire ledger balance of the
Blocked Account and the LockBox Account, net of such minimum balance, not to
exceed $750.00, as may be required to be maintained in the Blocked Account and
the LockBox Account by the depository which the Blocked Account and LockBox
Account are maintained.

                  (d) In the event that, notwithstanding the provisions of this
Section 7.4, the Borrowers receive or otherwise have dominion and control of any
Receipts, or any proceeds or collections of any Collateral, such Receipts,
proceeds, and collections shall be held in trust by the Borrowers for the
Collateral Agent and shall not be commingled with any of the Borrowers' other
funds or deposited in any account of the Borrowers other than as instructed by
the Collateral Agent.

         7.5      PAYMENT OF LIABILITIES.

                  (a) In the absence of a Liquidation, on each Business Day, the
Administrative Agent shall apply the then collected balance of the Concentration
Account (net of fees charged, and of such minimum balances as may be required by
the bank at which the Concentration Account is maintained) in accordance with
the priorities set forth in Section 3.4 of the Agency Agreement, provided,
however, for purposes of the calculation of interest on the unpaid principal
balance of the Loan Account, such payment shall be deemed to have been made one
(1) Business Day after such transfer. Following the occurrence of a Liquidation,
the Administrative Agent shall apply the then collected balance of the
Concentration Account and proceeds of the Liquidation in accordance with Section
5.6 of the Agency Agreement.

                  (b) The following rules shall apply to deposits and payments
under and pursuant to this Agreement:

                      (i) Funds shall be deemed to have been deposited to the
                  Concentration Account on the Business Day on which deposited,
                  provided that notice of such deposit is available to the
                  Administrative Agent by 2:00PM (Boston time) on that Business
                  Day.

                      (ii) Funds paid to the Administrative Agent, other than by
                  deposit to the Concentration Account, shall be deemed to have
                  been received on the Business Day when they are good and
                  collected funds, provided that notice of such payment is
                  available to the Agent by 2:00PM (Boston time) on that
                  Business Day.

                      (iii) If notice of a deposit to the Concentration Account
                  (Section 7.5(b)(i)) or payment (Section 7.5(b)(ii)) is not
                  available to the Administrative


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<PAGE>   97

                  Agent until after 2:00PM (Boston time) on a Business Day, such
                  deposit or payment shall be deemed to have been made at 9:00AM
                  (Boston time) on the then next Business Day.

                      (iv) All deposits to the Concentration Account and other
                  payments to the Administrative Agent are subject to clearance
                  and collection.

                  (c) The Administrative Agent shall transfer to the
Disbursement Account any surplus in the Concentration Account remaining after
the application towards the Liabilities referred to in Section 7.5(a), above
(less those amounts which are to be netted out, as provided therein) provided,
however, in the event that a Suspension Event has occurred and is continuing or
one or more L/C's are then outstanding then the Collateral Agent may establish a
funded reserve of up to 105% of the aggregate Stated Amounts of such L/C's. Such
funded reserve shall either be returned to the Borrowers in the event that no
Suspension Event is then continuing or applied towards the Liabilities following
the occurrence of any Event of Default described in Section 10.11 or
acceleration following the occurrence of any other Event of Default.

         7.6      THE DISBURSEMENT ACCOUNT.

         Except as otherwise specifically provided in, or permitted by, this
Agreement, all checks shall be drawn by the Borrowers upon, and other
disbursements shall be made by the Borrowers solely from, the Disbursement
Account.

ARTICLE VIII. - GRANT OF SECURITY INTEREST:

         8.1      GRANT OF SECURITY INTEREST.

         To secure the Borrowers' prompt, punctual, and faithful performance and
payment of all and each of the Liabilities, each Borrower hereby grants to the
Collateral Agent, for the benefit of the Lenders and the SwingLine Lender as
their interests may appear herein and in the other Loan Documents, a continuing
security interest in and to, and assigns to the Collateral Agent, for the
benefit of the Lenders and the SwingLine Lender, all personal property of the
Borrowers, and each item thereof, whether now owned or now due, or in which that
Borrower has an interest, or hereafter acquired, arising, or to become due, or
in which that Borrower obtains an interest, and all products, Proceeds,
substitutions, and accessions of or to any of the following (all of which,
together with any other property in which the Collateral Agent may in the future
be granted a security interest, is referred to herein as the "COLLATERAL"):

                  (a) All Accounts.

                  (b) All Inventory.



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<PAGE>   98

                  (c) All General Intangibles.

                  (d) All Equipment.

                  (e) All Goods.

                  (f) All Fixtures.

                  (g) All Chattel Paper.

                  (h) All books, records, and information relating to the
Collateral and/or to the operation of the Borrowers' business, and all rights of
access to such books, records, and information, and all property in which such
books, records, and information are stored, recorded, and maintained.

                  (i) All Investment Property, Instruments (including, but not
limited to the Tax Notes), Documents, Documents of Title, Deposit Accounts,
policies and certificates of insurance, deposits, impressed accounts,
compensating balances, money, cash, or other property.

                  (j) All letters of credit, banker's acceptances and similar
instruments and including all letter-of-credit rights.

                  (k) All commercial tort claims, including those identified in
EXHIBIT 8.3(f).

                  (l) All insurance proceeds, refunds, and premium rebates,
including, without limitation, proceeds of fire and credit insurance, whether
any of such proceeds, refunds, and premium rebates arise out of any of the
foregoing (8.1(a) through 8.1(k)) or otherwise.

                  (m) All supporting obligations and all present and future
liens, security interests, rights, remedies, title and interest in, to and in
respect of Accounts and other Collateral, including (i) rights and remedies
relating to guaranties, contracts of suretyship, letter of credit and credit and
other insurance related to the Collateral, (ii) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid
vendor, lien or secured party, (iii) goods described in invoices, documents,
contracts or instruments with respect thereto, or otherwise representing or
evidencing, Accounts or other Collateral, including returned, repossessed and
reclaimed goods, and (iv) deposits by and property of Account Debtors or other
persons securing the obligations of Account Debtors.

                  (n) Leasehold Interests.

                  (o) Odd Job Trading Corp.'s right, title and interest in VCM.

         8.2      EXTENT AND DURATION OF SECURITY INTEREST.

         The security interest created and granted herein shall continue in full
force and effect applicable to all Liabilities until all Liabilities have been
paid and/or satisfied in full, the


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obligation of the Lenders to make loans and grant financial accommodations has
been terminated, and the security interest granted herein is specifically
terminated in writing by a duly authorized officer of the Collateral Agent.

         8.3      PERFECTION OF SECURITY INTERESTS.
                  ---------------------------------

                  (a) Borrowers irrevocably and unconditionally authorize the
Collateral Agent to file at any time and from time to time such financing
statements with respect to the Collateral naming the Collateral Agent or its
designee as the secured party and Borrowers as debtors, as Collateral Agent may
require, and including any other information with respect to Borrower or
otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such
jurisdiction as the Collateral Agent may determine, together with any amendment
and continuations with respect thereto, which authorization shall apply to all
financing statements filed on, prior to or after the date hereof. Borrowers
hereby ratify and approve all financing statements naming the Collateral Agent
or its designee as secured party and Borrowers as debtors with respect to the
Collateral (and any amendments with respect to such financing statements) filed
by or on behalf of Collateral Agent prior to the date hereof and ratifies and
confirms the authorization of Collateral Agent to file such financing statements
(and amendments, if any). Borrowers hereby authorize Collateral Agent to adopt
on behalf of Borrowers any symbol required for authenticating any electronic
filing. In no event shall Borrowers at any time file, or permit or cause to be
filed, any correction statement or termination statement with respect to any
financing statement (or amendment or continuation with respect thereto) naming
Collateral Agent or its designee as secured party and Borrowers as debtors.

                  (b) No Borrower has any chattel paper (whether tangible or
electronic) or instruments as of the date hereof, except as set forth in the
EXHIBIT 8.3(b). In the event that any Borrower shall be entitled to or shall
receive any chattel paper or instrument after the date hereof, such Borrower or
the Lead Borrower shall promptly notify Collateral Agent thereof in writing.
Promptly upon the receipt thereof by or on behalf of such Borrower (including by
any agent or representative), such Borrower or the Lead Borrower shall deliver,
or cause to be delivered to Collateral Agent, all tangible chattel paper and
instruments that such Borrower or may at any time acquire, accompanied by such
instruments of transfer or assignment duly executed in blank as Collateral Agent
may from time to time specify, in each case except as Collateral Agent may
otherwise agree. At Collateral Agent's option, such Borrower or the Lead
Borrower shall, or Collateral Agent may at any time on behalf of such Borrower,
cause the original of any such instrument or chattel paper to be conspicuously
marked in a form and manner acceptable to Collateral Agent with the following
legend referring to chattel paper or instruments as applicable: "This [chattel
paper][instrument] is subject to the security interest of IBJ Whitehall Business
Credit Corporation and any sale, transfer, assignment or encumbrance of this
[chattel paper][instrument] violates the rights of such secured party."

                  (c) In the event that any Borrower shall at any time hold or
acquire an interest in any electronic chattel paper or any "transferable record"
(as such term is defined in Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act or in Section 16 of the Uniform Electronic
Transactions Act as in effect in any relevant jurisdiction), such Borrower


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<PAGE>   100

or the Lead Borrower shall promptly notify Collateral Agent thereof in writing.
Promptly upon Collateral Agent's request, such Borrower or the Lead Borrower
shall take, or cause to be taken, such actions as Collateral Agent may
reasonably request to give Collateral Agent control of such electronic chattel
paper under Section 9-105 of the UCC and control of such transferable record
under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
Transactions Act, as in effect in such jurisdiction.

                  (d) No Borrower owns or holds, directly or indirectly,
beneficially or as record owner or both, any investment property, as of the date
hereof, or have any investment account, securities account, commodity account or
other similar account with any bank or other financial institution or other
securities intermediary or commodity intermediary as of the date hereof, in each
case except as set forth in EXHIBIT 8.3(d).

                      (i) In the event that any Borrower shall be entitled to or
                  shall at any time after the date hereof hold or acquire any
                  certificated securities, such Borrower or the Lead Borrower
                  shall promptly endorse, assign and deliver the same to
                  Collateral Agent, accompanied by such instruments of transfer
                  or assignment duly executed in blank as Collateral Agent may
                  from time to time specify. If any securities, now or hereafter
                  acquired by any Borrower are uncertificated and are issued to
                  any Borrower or its nominee directly by the issuer thereof,
                  such Borrower shall immediately notify Collateral Agent
                  thereof and shall as Collateral Agent may specify, either (A)
                  cause the issuer to agree to comply with instructions from
                  Collateral Agent as to such securities, without further
                  consent of such Borrower or such nominee, or (B) arrange for
                  Collateral Agent to become the registered owner of the
                  securities.

                      (ii) No Borrower shall, directly or indirectly, after the
                  date hereof open, establish or maintain any investment
                  account, securities account, commodity account or any other
                  similar account (other than a deposit account) with any
                  securities intermediary or commodity intermediary unless each
                  of the following conditions is satisfied: (A) Collateral Agent
                  shall have received not less than five (5) Business Days prior
                  written notice of the intention of a Borrower to open or
                  establish such account which notice shall specify in
                  reasonable detail and specificity acceptable to Collateral
                  Agent the name of the account, the owner of the account, the
                  name and address of the securities intermediary or commodity
                  intermediary at which such account is to be opened or
                  established, the individual at such intermediary with whom
                  such Borrower is dealing and the purpose of the account, (B)
                  the securities intermediary or commodity intermediary (as the
                  case may be) where such account is opened or maintained shall
                  be acceptable to Collateral Agent, and (C) on or before the
                  opening of such investment account, securities account or
                  other similar account with a securities intermediary or
                  commodity intermediary, such Borrower or the Lead Borrower
                  shall as Collateral Agent may specify either (1) execute and
                  deliver, and cause to be executed and delivered to Collateral
                  Agent, an Investment Property Control Agreement with respect
                  thereto duly authorized, executed and delivered by such
                  Borrower or the


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<PAGE>   101

                  Lead Borrower and such securities intermediary or commodity
                  intermediary or (2) arrange for Collateral Agent to become the
                  entitlement holder with respect to such investment property on
                  terms and conditions acceptable to Collateral Agent.

                  (e) No Borrower is the beneficiary or otherwise entitled to
any right to payment under any letter of credit, banker's acceptance or similar
instrument as of the date hereof, except as set forth in EXHIBIT 8.3(e). In the
event that any Borrower shall be entitled to or shall receive any right to
payment under any letter of credit, banker's acceptance or any similar
instrument, whether as beneficiary thereof or otherwise after the date hereof,
such Borrower or the Lead Borrower shall promptly notify Collateral Agent
thereof in writing. Such Borrower or the Lead Borrower shall immediately, as
Collateral Agent may specify, either (i) deliver, or cause to be delivered to
Collateral Agent, with respect to any such letter of credit, banker's acceptance
or similar instrument, the written agreement of the issuer and any other
nominated person obligated to make any payment in respect thereof (including any
confirming or negotiating bank), in form and substance satisfactory to
Collateral Agent, consenting to the assignment of the proceeds of the letter of
credit to Collateral Agent by such Borrower and agreeing to make all payments
thereon directly to Collateral Agent or as Collateral Agent may otherwise direct
or (ii) cause Collateral Agent to become, at such Borrower's expense, the
transferee beneficiary of the letter of credit, banker's acceptance or similar
instrument (as the case may be).

                  (f) No Borrower has any commercial tort claims as of the date
hereof, except as set forth in EXHIBIT 8.3(f). In the event that any Borrower
shall at any time after the date hereof have any commercial tort claims, such
Borrower or the Lead Borrower shall promptly notify Collateral Agent thereof in
writing, which notice shall (i) set forth in reasonable detail the basis for and
nature of such commercial tort claim and (ii) include the express grant by such
Borrower to Collateral Agent of a security interest in such commercial tort
claim (and the proceeds thereof). In the event that such notice does not include
such grant of a security interest, the sending thereof by such Borrower to
Collateral Agent shall be deemed to constitute such grant to Collateral Agent.
Upon the sending of such notice, any commercial tort claim described therein
shall constitute part of the Collateral and shall be deemed included therein.
Without limiting the authorization of Collateral Agent otherwise provided herein
or otherwise arising by the execution by Borrowers of this Agreement, Collateral
Agent is hereby irrevocably authorized from time to time and at any time to file
such financing statements naming Collateral Agent or its designee as secured
party and Borrowers as debtors, or any amendments to any financing statements,
covering any such commercial tort claim as Collateral. In addition, Borrowers
shall promptly upon Collateral Agent's request, execute and deliver, or cause to
be executed and delivered, to Collateral Agent such other agreements, documents
and instruments as Collateral Agent may require in connection with such
commercial tort claim.



                  (g) Borrowers shall take any other actions reasonably
requested by Collateral Agent from time to time to cause the attachment,
perfection and first priority of, and the ability of Collateral Agent to
enforce, the security interest of Collateral Agent in any and all of the
Collateral, including, without limitation, (i) executing, delivering and, where
appropriate, filing financing statements and amendments relating thereto under
the UCC or other applicable law, to


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<PAGE>   102

the extent, if any, that any Borrower's signature thereon is required therefor,
(ii) causing Collateral Agent's name to be noted as secured party on any
certificate of title for a titled good if such notation is a condition to
attachment, perfection or priority of, or ability of Collateral Agent to
enforce, the security interest of Collateral Agent in such Collateral, (iii)
complying with any provision of any statute, regulation or treaty of the United
States as to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of Collateral Agent to
enforce, the security interest of Collateral Agent in such Collateral, (iv)
obtaining the consents and approvals of any Governmental Authority or third
party, including, without limitation, any consent of any licensor, lessor or
other person obligated on Collateral, and taking all actions required by any
earlier versions of the UCC or by other law, as applicable in any relevant
jurisdiction.


ARTICLE IX. - COLLATERAL AGENT AS BORROWERS' ATTORNEY-IN-FACT:

         9.1      APPOINTMENT AS ATTORNEY-IN-FACT.

         The Borrowers hereby irrevocably constitute and appoint the Collateral
Agent as the Borrowers' true and lawful attorney, with full power of
substitution, following the occurrence of an Event of Default, to convert the
Collateral into cash at the sole risk, cost, and expense of the Borrowers, but
for the benefit of the Agents and the Lenders. The rights and powers granted the
Collateral Agent by this appointment include but are not limited to the right
and power to:

                  (a) Prosecute, defend, compromise, or release any action
relating to the Collateral.

                  (b) Sign change of address forms to change the address to
which the Borrowers' mail is to be sent to such address as the Collateral Agent
shall designate; receive and open the Borrowers' mail; remove any Receivables
Collateral and Proceeds of Collateral therefrom and turn over the balance of
such mail either to the Borrowers or to any trustee in bankruptcy, receiver,
assignee for the benefit of creditors of the Borrowers, or other legal
representative of the Borrowers whom the Collateral Agent determines to be the
appropriate person to whom to so turn over such mail.

                  (c) Endorse the name of the Borrowers in favor of the
Collateral Agent upon any and all checks, drafts, notes, acceptances, or other
items or instruments; sign and endorse the name of the Borrowers on, and receive
as secured party, any of the Collateral, any invoices, schedules of Collateral,
freight or express receipts, or bills of lading, storage receipts, warehouse
receipts, or other documents of title respectively relating to the Collateral.

                  (d) Sign the name of the Borrowers on any notice to the
Borrowers' Account Debtors or verification of the Receivables Collateral; sign
the Borrowers' name on any Proof of


                                       95
<PAGE>   103

Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of
mechanic's liens, or assignments or releases of mechanic's liens securing the
Accounts.

                  (e) Take all such action as may be necessary to obtain the
payment of any letter of credit and/or banker's acceptance of which any Borrower
is a beneficiary.

                  (f) Repair, manufacture, assemble, complete, package, deliver,
alter or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any customer of the Borrowers.

                  (g) Use, license or transfer any or all General Intangibles of
the Borrowers.

         9.2      NO OBLIGATION TO ACT.

         The Collateral Agent shall not be obligated to do any of the acts or to
exercise any of the powers authorized by Section 9.1 herein, but if the
Collateral Agent elects to do any such act or to exercise any of such powers, it
shall not be accountable for more than it actually receives as a result of such
exercise of power, and shall not be responsible to the Borrowers for any act or
omission to act except for any act or omission to act as to which there is a
final determination made in a judicial proceeding (in which proceeding the
Collateral Agent has had an opportunity to be heard) which determination
includes a specific finding that the subject act or omission to act had been
grossly negligent or in actual bad faith.

ARTICLE  X. - EVENTS OF DEFAULT:

         The occurrence of any event described in this Article X respectively
shall constitute an "EVENT OF DEFAULT" herein. Upon the occurrence of any Event
of Default described in Section 10.11, any and all Liabilities shall become due
and payable without any further act on the part of the Administrative Agent.
Upon the occurrence of any other Event of Default, the Administrative Agent may,
and upon the instruction of the applicable Lenders pursuant to Article IV of the
Agency Agreement declare any and all Liabilities shall become immediately due
and payable. The occurrence of any Event of Default shall also constitute,
without notice or demand, a default under all other agreements between any Agent
or any Lender and the Borrowers and instruments and papers heretofore, now or
hereafter given any Agent or any Lender by the Borrowers.

         10.1     FAILURE TO PAY WORKING CAPITAL LOANS.

         The failure by the Borrowers to pay any amount when due and payable
hereunder with respect to the Working Capital Loans.

         10.2     FAILURE TO MAKE OTHER PAYMENTS.


                                       96
<PAGE>   104

         The failure by the Borrowers to pay when due (or upon demand, if
payable on demand) any payment Liability other than under the Working Capital
Loans.

         10.3     FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE PERIOD).

         The failure by the Borrowers to promptly, punctually, faithfully and
timely perform, discharge, or comply with any covenant or Liability not
otherwise described in Section 10.1 or Section 10.2 hereof, and included in any
of the following provisions hereof:

                      Section               Relates to:
                      4.3(b)                Notice of Name Change
                      4.6                   Location of Collateral
                      4.7                   Title to Assets
                      4.8                   Indebtedness
                      4.9                   Insurance Policies
                      4.15                  Pay taxes
                      4.20                  Dividends,
                                            Investments, Corporate
                                            Actions
                      4.24                  Affiliate Transactions
                      4.25                  Further Assurances
                      6.1                   Use of Collateral
                      5.12                  Financial Performance
                                            Covenants
                      Article VII           Cash Management


         10.4     FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD).

                  (a) The failure by the Lead Borrower to provide the financial
statements and reports required by the following Sections of this Agreement
within the applicable grace period, if available as provided below, or when due
if no such grace period is then available:

<TABLE>
<CAPTION>
------------------------------- ---------------------------- --------------------------- ------------------------------
     SECTION                       REQUIREMENT                 GRACE PERIOD                  NUMBER OF
                                                                                             GRACE PERIODS
                                                                                             AVAILABLE
<S>                                <C>                         <C>                           <C>
</TABLE>


                                       97
<PAGE>   105

<TABLE>


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

------------------------------- ---------------------------- --------------------------- ------------------------------
                5.4                Borrowing Base                       2 days               4 per fiscal quarter
                                   Certificate
------------------------------- ---------------------------- --------------------------- ------------------------------
                5.5                Weekly Reports                       2 days               4 per fiscal quarter
------------------------------- ---------------------------- --------------------------- ------------------------------
                5.6                Monthly Reports                      5 days               4 per fiscal year
------------------------------- ---------------------------- --------------------------- ------------------------------
                5.7                Quarterly Reports                    5 days               1 per fiscal year
------------------------------- ---------------------------- --------------------------- ------------------------------
                5.8                Annual Statement                No Grace Period           No Grace Period
------------------------------- ---------------------------- --------------------------- ------------------------------
</TABLE>

                  (b) The failure by the Borrowers, upon Fifteen (15) days'
written notice by the Administrative Agent (at the direction of the
SuperMajority Tranche A Lenders or the SuperMajority Tranche B Lenders) to the
Lead Borrower, to cure the Borrowers' failure to promptly, punctually and
faithfully perform, discharge, or comply with any covenant or Liability not
described in any of Sections 10.1, 10.2, 10.3, or 10.4(a), above.

         10.5     MISREPRESENTATION.

         The determination by the Administrative Agent that any representation
or warranty at any time made by the Borrowers to the Agents or any Lender was
not true or complete in all material respects when given or deemed to be given.

         10.6     ACCELERATION OF OTHER DEBT. BREACH OF LEASE.

                  (a) The occurrence of any event such that any Indebtedness of
any Borrower in excess of $100,000.00 to any creditor other than any Agent or
any Lender could be accelerated (whether or not the subject creditor or lessor
takes any action on account of such occurrence).

                  (b) The occurrence of any of the following with respect to
Leases on which any Borrower is the lessee or is obligated:

                      (i) An aggregate of more than $25,000.00 in rent is then
                  overdue.

                      (ii) Default and the expiry of any applicable grace period
                  with respect to two or more Leases of Retail Stores.

                      (iii) Default and the expiry of any applicable grace
                  period of any Lease of any Warehouse or distribution center.

                  (c) The occurrence of an event of default pursuant to the
terms of the VCM Guaranty.

         10.7     DEFAULT UNDER OTHER AGREEMENTS.


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<PAGE>   106

         The occurrence of any material breach or default under any agreement
(including any Loan Document other than this Loan Agreement) between any Agent
or any Lender, on the one hand, and any Borrower, on the other hand, or
instrument given to any Agent and/or any Lender (notwithstanding that the
subject Agent or Lender may not have exercised all or any of its rights upon
default under any such other agreement, instrument or paper.).

         10.8     UNINSURED CASUALTY LOSS.

         The occurrence of any (a) uninsured loss, theft, damage, or destruction
of or to any material portion of the Collateral, or (b) sale (other than sales
in the ordinary course of business) of any material portion of Collateral to
which the requisite Consent of the Lenders has not been given hereunder.

         10.9     ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS.

                  (a) The service of process upon any Agent or any Lender or any
Participant seeking to attach, by trustee, mesne, or other process, any funds of
any Borrower on deposit with, or assets of any Borrower in the possession of,
that Agent or any Lender or such Participant.

                  (b) The entry of any judgment in excess of $50,000.00 against
any Borrower, which judgment is not satisfied (if a money judgment) or appealed
from (with execution or similar process stayed) within fifteen (15) days of its
entry.

                  (c) The entry of any order or the imposition of any other
process having the force of law, the effect of which is to restrain in any
material way the conduct by any Borrower of its business in the ordinary course.

         10.10    BUSINESS FAILURE.

         Any act by, against, or relating to any Borrower, or its property or
assets, which act constitutes the determination, by such Borrower, to initiate a
program of partial or total self-liquidation; application for, consent to, or
sufferance of the appointment of a receiver, trustee, or other person, pursuant
to court action or otherwise, over all, or any part of any Borrower's property;
the granting of any trust mortgage or execution of an assignment for the benefit
of the creditors of any Borrower, or the occurrence of any other voluntary or
involuntary liquidation or extension of debt agreement for any Borrower; the
offering by or entering into by any Borrower of any composition, extension, or
any other arrangement seeking relief from or extension of the debts of such
Borrower; or the initiation of any judicial or non-judicial proceeding or
agreement by, against, or including any Borrower which seeks or intends to
accomplish a reorganization or arrangement with creditors; and/or the initiation
by or on behalf


                                       99
<PAGE>   107

of such Borrower of the liquidation or winding up of all or any part of such
Borrower's business or operations.

         10.11    BANKRUPTCY.

         The failure by any Borrower to generally pay its debts as they mature;
adjudication of bankruptcy or insolvency relative to any Borrower; the entry of
an order for relief or similar order with respect to any Borrower in any
proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law;
the filing of any complaint, application, or petition by any Borrower initiating
any matter in which such Borrower is or may be granted any relief from the debts
of that Borrower pursuant to the Bankruptcy Code or any other insolvency statute
or procedure; the filing of any complaint, application, or petition against any
Borrower initiating any matter in which the Borrower is or may be granted any
relief from the debts of that Borrower pursuant to the Bankruptcy Code or any
other insolvency statute or procedure.

         10.12    INDICTMENT - FORFEITURE.

         The indictment of, or institution of any legal process or proceeding
against, any Borrower or any member of Lead Borrower's senior management, under
any federal, state, municipal, and other civil or criminal statute, rule,
regulation, order, or other requirement having the force of law where the
relief, penalties, or remedies sought or available include the forfeiture of any
property of any Borrower and/or the imposition of any stay or other order, the
effect of which could be to restrain in any material way the conduct by that
Borrower of its business in the ordinary course.

         10.13    DEFAULT BY GUARANTOR

         The occurrence of any of the foregoing Events of Default with respect
to any guarantor of the Liabilities, or the occurrence of any default under any
document executed in connection herewith by such guarantor.

         10.14    CHALLENGE TO LOAN DOCUMENTS.

         (a) Any challenge by or on behalf of any Borrower or any guarantor of
the Liabilities to the validity of any Loan Document or the applicability or
enforceability of any Loan Document strictly in accordance with the subject Loan
Document's terms or which seeks to void, avoid, limit, or otherwise adversely
affect any security interest created by or in any Loan Document or any payment
made pursuant thereto.


                                      100
<PAGE>   108

                  (b) Any determination by any court or any other judicial or
government authority that any Loan Document is not enforceable strictly in
accordance with the subject Loan Document's terms or which voids, avoids,
limits, or otherwise adversely affects any security interest created by any Loan
Document or any payment made pursuant thereto.

         10.15    CHANGE IN CONTROL.

         Any Change in Control.

         10.16    VCM DEFAULT OR DEMAND.

         The occurrence of any default or the making of any demand against any
borrower or guarantor or other obligor in respect of any VCM Obligations.

ARTICLE XI. - RIGHTS AND REMEDIES UPON DEFAULT:

         Upon the occurrence of any Event of Default described in Section 10.11
and upon Acceleration, and at all times thereafter, the Collateral Agent shall
have the following rights and remedies in addition to all of the rights,
remedies, powers, privileges, and discretions available to Collateral Agent
prior to the occurrence of an Event of Default. No stay which otherwise might be
imposed pursuant to Section 362 of the Bankruptcy Code or otherwise shall stay,
limit, prevent, hinder, delay, restrict, or otherwise prevent the Collateral
Agent's exercise of any of such rights and remedies.

         11.1     RIGHTS OF ENFORCEMENT.

         The Collateral Agent shall have all of the rights and remedies of a
secured party upon default under the UCC, in addition to which the Collateral
Agent shall have all and each of the following rights and remedies:

                  (a) To give notice to any bank at which any DDA or Blocked
Account is maintained and in which Proceeds of Collateral are deposited, to turn
over such Proceeds directly to the Collateral Agent.

                  (b) To give notice to any of the Borrowers' customs brokers to
follow the instructions of the Collateral Agent as provided in any Customs
Brokers Agreement.

                  (c) To collect the Receivables Collateral with or without the
taking of possession of any of the Collateral.

                  (d) To take possession of all or any portion of the
Collateral.


                                      101
<PAGE>   109

                  (e) To sell, lease, or otherwise dispose of any or all of the
Collateral, in its then condition or following such preparation or processing as
the Agent deems advisable and with or without the taking of possession of any of
the Collateral.

                  (f) To conduct one or more going out of business sales which
include the sale or other disposition of the Collateral.

                  (g) To apply the Receivables Collateral or the Proceeds of the
Collateral towards (but not necessarily in complete satisfaction of) the
Liabilities.

                  (h) To exercise all or any of the rights, remedies, powers,
privileges, and discretions under all or any of the Loan Documents (without
limitation of the rights and remedies of the Administrative Agent).

         11.2     SALE OF COLLATERAL.

                  (a) Any sale or other disposition of the Collateral may be at
public or private sale upon such terms and in such manner as the Collateral
Agent deems advisable, having due regard to compliance with any statute or
regulation which might affect, limit, or apply to the Collateral Agent's
disposition of the Collateral.

                  (b) The Collateral Agent, in the exercise of the Collateral
Agent's rights and remedies upon default, may conduct one or more going out of
business sales, in the Collateral Agent's own right or by one or more agents and
contractors. Such sale(s) may be conducted upon any premises owned, leased, or
occupied by any Borrower. The Collateral Agent and any such agent or contractor,
in conjunction with any such sale, may augment the Inventory with other goods
(all of which other goods shall remain the sole property of the Collateral Agent
or such agent or contractor). Any amounts realized from the sale of such goods
which constitute augmentations to the Inventory (net of an allocable share of
the costs and expenses incurred in their disposition) shall be the sole property
of the Collateral Agent or such agent or contractor and neither the Borrowers
nor any Person claiming under or in right of the Borrowers shall have any
interest therein.

                  (c) Unless the Collateral is perishable or threatens to
decline speedily in value, or is of a type customarily sold on a recognized
market (in which event the Collateral Agent shall provide the Lead Borrower with
such notice as may be practicable under the circumstances), the Collateral Agent
shall give the Lead Borrower at least ten (10) days prior written notice of the
date, time, and place of any proposed public sale, and of the date after which
any private sale or other disposition of the Collateral may be made. The
Borrowers agree that such written notice shall satisfy all requirements for
notice to the Borrowers which are imposed under the UCC or other applicable law
with respect to the exercise of the Collateral Agent's rights and remedies upon
default.

                  (d) The Collateral Agent and any Lender may credit bid and may
purchase the Collateral, or any portion of it, at any sale held under this
Article XI.


                                      102
<PAGE>   110

                  (e) If any of the Collateral is sold, leased, or otherwise
disposed of by the Collateral Agent on credit, the Liabilities shall not be
deemed to have been reduced as a result thereof unless and until payment is
finally received thereon by the Collateral Agent.

                  (f) The Collateral Agent shall disburse the proceeds of any
exercise of the Collateral Agent's Rights and Remedies to the Administrative
Agent in accordance with Section 5.5(b) for disbursement by the Administrative
Agent to the Lenders and application towards the Liabilities in accordance with
the relative priorities set forth in Section 5.6.

         11.3     OCCUPATION OF BUSINESS LOCATION.

         In connection with the Collateral Agent's exercise of the Collateral
Agent's rights under this Article XI, the Collateral Agent may enter upon,
occupy, and use any premises owned or occupied by any Borrower, and may exclude
the Borrowers from such premises or portion thereof as may have been so entered
upon, occupied, or used by the Collateral Agent. The Collateral Agent shall not
be required to remove any of the Collateral from any such premises upon the
Collateral Agent's taking possession thereof, and may render any Collateral
unusable to the Borrowers. In no event shall the Collateral Agent be liable to
the Borrowers for use or occupancy by the Collateral Agent of any premises
pursuant to this Article XI, nor for any charge (such as wages for the
Borrowers' employees and utilities) incurred in connection with the Collateral
Agent's exercise of the Collateral Agent's Rights and Remedies.

         11.4     GRANT OF NONEXCLUSIVE LICENSE.

         Each Borrower hereby grants to the Collateral Agent a royalty free
nonexclusive irrevocable license to use, apply, and affix any trademark, trade
name, logo, or the like in which that Borrower now or hereafter has rights, such
license being with respect to the Collateral Agent's exercise of the rights
hereunder including, without limitation, in connection with any completion of
the manufacture of Inventory or sale or other disposition of Inventory.

         11.5     ASSEMBLY OF COLLATERAL.

         The Collateral Agent may require the Borrowers to assemble the
Collateral and make it available to the Collateral Agent at the Borrowers' sole
risk and expense at a place or places which are reasonably convenient to both
the Collateral Agent and Borrowers.

         11.6     RIGHTS AND REMEDIES.


                                      103
<PAGE>   111

         The rights, remedies, powers, privileges, and discretions of each Agent
hereunder, under any other Loan Document or under applicable law (herein, the
"AGENT'S RIGHTS AND REMEDIES") shall be cumulative and not exclusive of any
rights or remedies which it would otherwise have. No delay or omission by any
Agent in exercising or enforcing any of the Agent's Rights and Remedies shall
operate as, or constitute, a waiver thereof. No waiver by that Agent of any
Event of Default or of any default under any other agreement shall operate as a
waiver of any other default hereunder or under any other agreement. No single or
partial exercise of any of that Agent's Rights or Remedies, and no express or
implied agreement or transaction of whatever nature entered into between that
Agent and any person, at any time, shall preclude the other or further exercise
of the Agent's Rights and Remedies. No waiver by any Agent of any of the Agent's
Rights and Remedies on any one occasion shall be deemed a waiver on any
subsequent occasion, nor shall it be deemed a continuing waiver. The Agent's
Rights and Remedies may be exercised at such time or times and in such order of
preference as each Agent may determine. The Agent's Rights and Remedies may be
exercised without resort or regard to any other source of satisfaction of the
Liabilities.

         11.7     COLLATERAL AGENTS MANAGEMENT OF COLLATERAL:

         During the occurrence and during the continuance of any Event of
Default hereunder, Collateral Agent shall have the exclusive right as to (i) the
management, performance and enforcement of the Lenders' rights and remedies
hereunder and (ii) the exercise and enforcement of all privileges and rights
hereunder with respect to the Collateral according to its discretion and the
exercise of its good faith business judgment; including, without limitation, the
exclusive right to take or retake control or possession of such Collateral and
to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such
Collateral, provided, however, that if Collateral Agent is directed to commence
the exercise of any of Lenders' rights or remedies in accordance with this
Agreement, the Collateral Agent shall diligently pursue in good faith the
exercise and enforcement of the rights or remedies against all or a material
portion of the Collateral in a commercially reasonable manner.

         11.8     MARSHALING

         Each of the Lenders waives all rights which it may have to require that
all or any part of the Collateral be marshaled by any other Lender upon any sale
(public or private) thereof.

         11.9     BANKRUPTCY FINANCING

         If the Borrower shall become subject to a case under the United States
Bankruptcy Code and if as debtor in possession it moves for approval of
financing to be provided in good faith by the Administrative Agent or the
Tranche A Lenders (the "DIP LENDER") under Section 364 of the US Bankruptcy Code
or for the use of cash collateral with the Consent of the Administrative Agent
under Section 363 of the Bankruptcy Code, the Tranche C Lenders agree that no
objection shall be raised by them to any such financing on the grounds of the
failure to provide "adequate protection" for the security interests granted to
the Tranche C Lenders hereunder so long as (i)


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<PAGE>   112

the aggregate principal amount of the loans and letter of credit accommodations
outstanding under such financing (which shall have a superpriority
administrative expense claim status first priority lien status as provided by
the United States Bankruptcy Court) together with the aggregate principal amount
of the outstanding propitiation Tranche A Debt, shall not exceed the Tranche A
Ceiling and (iv) such financing is otherwise generally consistent with the terms
of this Agreement.

ARTICLE XII. - NOTICES:

         12.1     NOTICE ADDRESSES.

         All notices, demands, and other communications made in respect of this
Agreement (other than a request for a loan or advance or other financial
accommodation under the Revolving Credit) shall be made to the following
addresses, each of which may be changed upon seven (7) days prior written notice
to all others given by certified mail, return receipt requested:


   If to the Administrative Agent:   IBJ Whitehall Retail Finance, a division of
                                     IBJ Whitehall Business Credit Corporation
                                     45 Braintree Hill Office Park
                                     Braintree, MA  02184
                                     Attn:  Robert Barnhard, President
                                     Francis O'Connor, Senior Vice President
                                     Fax: (781) 849-0140

   With a copy to:                   Brown, Rudnick Freed & Gesmer
                                     One Financial Center
                                     Boston, MA  02111
                                     Attn:  Peter J. Antoszyk
                                     Fax:  (617) 856-8201

   If to the Collateral Agent:       IBJ Whitehall Retail Finance, a division of
                                       IBJ
                                     Whitehall Business Credit Corporation
                                     45 Braintree Hill Office Park
                                     Braintree, MA  02184
                                     Attn:  Robert Barnhard, President
                                     Francis O'Connor, Senior Vice President
                                     Ph:  (781) 849-0114
                                     Fax:  (781) 849-0140

   With a copy to:                   Brown, Rudnick Freed & Gesmer
                                     One Financial Center


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<PAGE>   113

                                     Boston, MA  02111
                                     Attn:  Peter J. Antoszyk
                                     Ph:  (617) 856-8200
                                     Fax:  (617) 856-8201

   If to any Tranche A Lender (as provided in its Signature Block):

   If to the Tranche B Lender:       Wingate Capital Ltd.
                                     225 West Washington Street, 9th Floor
                                     Chicago, IL  60606
                                     Attn:  Levoyd E. Robertson, CFA Managing
                                            Director
                                     Fax:  (312) 368-4850


   With a copy to                    James Doran, Esquire
                                     Latham & Watkins
                                     Sears Tower
                                     233 Wacker Drive, Suite 5800
                                     Chicago, IL  60606-6401
                                     Ph:  (312) 876-7664
                                     Fax:  (312) 993-9767


   If to the Tranche C Agent:        The Provident Bank
                                     1111 Superior Avenue
                                     --------------------
                                     Cleveland, OH 55114
                                     -------------------
                                     Attn:  William L. Huffman, Jr.Fax:
                                     ------------------------------
                                     216-694-2323
                                                 --------------------

   with a copy to:                   National City Bank
                                     1900 East Ninth Street
                                     Cleveland, OH 44114
                                     Locator No: 2083
                                     Attn:  Patrick M Pastore
                                     Fax:  216-222-9396

   with a copy to:                   McDonald, Hopkins, Burke & Haber, LPA
                                     -------------------------------------
                                     600 Superior Ave., Suite 2100
                                     -----------------------------
                                     Cleveland, OH 44114
                                     -------------------
                                     Attn:  Anne T. Corrigan, Esq.
                                     -----------------------------
                                     Fax:  216-348-5474

   If to a Tranche C Lender          c/o Tranche C Agent


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<PAGE>   114


   If to the Borrowers, c/o the
   Lead Borrower:                    Mazel Stores, Inc.
                                     31000 Aurora Road
                                     Solon, Ohio  44139
                                     Attn: Peter J. Hayes, Chief Executive
                                           Officer
                                     Fax:  908-222-9756

   With a copy to:                   Kevin Barnes, Esq.
                                     Kahn, Kleinman, Yanowitz & Arnson Co.,
                                     L.P.A.
                                     The Tower at ErieView
                                     Suite 2600
                                     Cleveland, Ohio 44114-1824
                                     Fax (216) 623-4912



                                      107
<PAGE>   115


         12.2     NOTICE GIVEN.

                  (a) Except as otherwise specifically provided herein, notices
shall be deemed made and correspondence received, as follows (all times being
local to the place of delivery or receipt):

                      (i) By mail: the sooner of when actually received or three
                  (3) days following deposit in the United States mail, postage
                  prepaid.

                      (ii) By recognized overnight express delivery: the
                  Business Day following the day when sent.

                      (iii) By Hand: If delivered on a Business Day after 9:00
                  AM and no later than three (3) hours prior to the close of
                  customary business hours of the recipient, when delivered.
                  Otherwise, at the opening of the then next Business Day.

                      (iv) By Facsimile transmission (which must include a
                  header on which the party sending such transmission is
                  indicated): If sent on a Business Day after 9:00 AM and no
                  later than three (3) hours prior to the close of customary
                  business hours of the recipient, one (1) hour after being
                  sent. Otherwise, at the opening of the then next Business Day.

                  (b) Rejection or refusal to accept delivery and inability to
deliver because of a changed address or Facsimile Number for which no due notice
was given shall each be deemed receipt of the notice sent.

ARTICLE  XIII. - TERM:

         13.1     TERMINATION OF TRANCHE A REVOLVING CREDIT.

         The Revolving Credit shall remain in effect (subject to suspension as
provided in Section 2.5(h) hereof) until the Tranche A Termination Date.

         13.2     ACTIONS ON TERMINATION.

         On any of the Tranche A Termination Date, the Tranche B Termination
Date, or the Tranche C Termination Date, the Borrowers shall pay the
Administrative Agent (whether or not then due), in immediately available funds,
all then Liabilities including, without limitation: the entire balance of the
Loan Account (including the unpaid principal balance of the Tranche A


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<PAGE>   116

Loans and the SwingLine Loan) and the unpaid balance of the Tranche B
Obligations and Tranche C Obligations; any then remaining fees due to the Agents
or the Lenders; any payments due on account of the indemnification obligations
included in Section 2.10(i); and all unreimbursed costs and expenses of the
Agents and of the Lenders, including reasonable attorneys' fees and expenses
(including the fees and expenses of Lenders' Special Counsel) for which the
Borrowers as are responsible; and shall make such arrangements concerning any
L/C's then outstanding are reasonably satisfactory to the Administrative Agent.
Until such payment, all provisions of this Agreement, other than those contained
in Article II which place an obligation on the Agent or Tranche A Lender to make
any loans or advances or to provide financial accommodations under the Revolving
Credit or otherwise, shall remain in full force and effect until all Liabilities
shall have been paid in full. The release by the Collateral Agent of the
Collateral Interests granted the Collateral Agent by the Borrowers hereunder may
be upon such conditions and indemnifications as the Agent may require.

ARTICLE XIV. - GENERAL:

         14.1     PROTECTION OF COLLATERAL.

         The Collateral Agent has no duty as to the collection or protection of
the Collateral beyond the safe custody of such of the Collateral as may come
into the possession of the Collateral Agent.

         14.2     PUBLICITY.

         The Agents or any Lender may issue a "tombstone" notice of the
establishment of the credit facility contemplated by this Agreement and may make
reference to the Borrowers (and may utilize any logo or other distinctive symbol
associated with the Borrowers) in connection with any advertising, promotion, or
marketing undertaken by the Agents or any Lender.

         14.3     SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon the Borrowers and the Borrowers'
representatives, successors, and assigns and shall inure to the benefit of the
Agents and each Lender and their respective successors and assigns, provided,
however, no trustee or other fiduciary appointed with respect to the Borrowers
shall have any rights hereunder. In the event that the Agents or any Lender
assigns or transfers its rights under this Agreement, the assignee shall
thereupon succeed to and become vested with all rights, powers, privileges, and
duties of such assignor hereunder and such assignor shall thereupon be
discharged and relieved from its duties and obligations hereunder.


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<PAGE>   117

         14.4     SEVERABILITY.

         Any determination that any provision of this Agreement or any
application thereof is invalid, illegal, or unenforceable in any respect in any
instance shall not affect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality, or enforceability of
any other provision of this Agreement.

         14.5     AMENDMENTS; COURSE OF DEALING.

                  (a) This Agreement and the other Loan Documents incorporate
all discussions and negotiations between the Borrowers and the Agents and each
Lender, either express or implied, concerning the matters included herein and in
such other instruments, any custom, usage, or course of dealings to the contrary
notwithstanding. No such discussions, negotiations, custom, usage, or course of
dealings shall limit, modify, or otherwise affect the provisions thereof. No
failure by the Agents or any Lender to give notice to the Lead Borrower of the
Borrowers' having failed to observe and comply with any warranty or covenant
included in any Loan Document shall constitute a waiver of such warranty or
covenant or the amendment of the subject Loan Document. No change made by the
Agent to the manner by which Availability is determined shall obligate the
Agents to continue to determine Availability in that manner.

                  (b) The Borrowers may undertake any action otherwise
prohibited hereby, and may omit to take any action otherwise required hereby,
upon and with the express prior written consent of the Agent. Subject to Article
VI of the Agency Agreement, no consent, modification, amendment, or waiver of
any provision of any Loan Document shall be effective unless executed in writing
by or on behalf of the party to be charged with such modification, amendment, or
waiver (and if such party is an Agent then by a duly authorized officer
thereof). Any modification, amendment, or waiver provided by any Agent shall be
in reliance upon all representations and warranties theretofore made to that
Agent by or on behalf of the Borrowers (and any guarantor, endorser, or surety
of the Liabilities) and consequently may be rescinded in the event that any of
such representations or warranties was not true and complete in all material
respects when given.

         14.6     POWER OF ATTORNEY.

         In connection with all powers of attorney included in this Agreement,
the Borrowers hereby grant unto the Agents full power to do any and all things
necessary or appropriate in connection with the exercise of such powers as fully
and effectually as the Borrowers might or could do, hereby ratifying all that
said attorney shall do or cause to be done by virtue of this Agreement. No power
of attorney set forth in this Agreement shall be affected by any disability or
incapacity suffered by the Borrowers and each shall survive the same. All powers
conferred upon the Agents by this Agreement, being coupled with an interest,
shall be irrevocable until this


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<PAGE>   118

Agreement is terminated by a written instrument executed by a duly authorized
officer of the Agents.

         14.7     APPLICATION OF PROCEEDS.

         The proceeds of any collection, sale, or disposition of the Collateral,
or of any other payments received hereunder, shall be applied towards the
Liabilities in such order and manner as the Agent determines in its sole
discretion, consistent, however, with the provisions of this Agreement. The
Borrowers shall remain liable for any deficiency remaining following such
application.

         14.8     INCREASED COSTS.

         If, as a result of any requirement of law, or of the interpretation or
application thereof by any court or by any governmental or other authority or
entity charged with the administration thereof, whether or not having the force
of law, which:

                  (a) Subjects any Lender to any taxes or changes the basis of
taxation, or increases any existing taxes, on payments of principal, interest or
other amounts payable by the Borrowers to the Administrative Agent or any Lender
under this Agreement (except for taxes on the Administrative Agent or any Lender
based on net income or capital imposed by the jurisdiction in which the
principal or lending offices of the Administrative Agent or that Lender are
located);

                  (b) Imposes, modifies or deems applicable any reserve, cash
margin, special deposit or similar requirements against assets held by, or
deposits in or for the account of or loans by or any other acquisition of funds
by the relevant funding office of any Lender;

                  (c) Imposes on any Lender any other condition with respect to
any Loan Document; or

                  (d) Imposes on any Lender a requirement to maintain or
allocate capital in relation to the Liabilities;

         and the result of any of the foregoing, in such Lender's reasonable
opinion, is to increase the cost to that Lender of making or maintaining any
loan, advance or financial accommodation or to reduce the income receivable by
that Lender in respect of any loan, advance or financial accommodation by an
amount which that Lender deems to be material, then upon written notice from the
Administrative Agent, from time to time, to the Lead Borrower (such notice to
set out in reasonable detail the facts giving rise to and a summary calculation
of such increased cost or reduced income), the Borrowers shall forthwith pay to
the Administrative Agent, for the benefit of the subject Lender, upon receipt of
such notice, that amount which shall compensate the subject Lender for such
additional cost or reduction in income.


                                      111
<PAGE>   119

         14.9     COSTS AND EXPENSES OF THE AGENTS.

         The Borrowers shall pay from time to time on demand all Costs of
Collection and all reasonable costs, expenses, and disbursements of (including
attorneys' reasonable fees and expenses) which are incurred by the Agents, the
Tranche B Lenders, and the Tranche C Agent in connection with the preparation,
negotiation, execution, and delivery of this Agreement and of any other Loan
Documents, and all other reasonable costs, expenses, and disbursements which may
be incurred in connection with or in respect to the credit facility contemplated
hereby or which otherwise are incurred with respect to the Liabilities.

                  (a) The Borrowers shall pay from time to time on demand all
reasonable costs and expenses (including attorneys' reasonable fees and
expenses) incurred by the Tranche B Lenders and Tranche C Agent to such Lenders'
Special Counsel and, following the occurrence of any Event of Default, by the
Tranche A Lenders to such Lenders' Special Counsel.

                  (b) The Borrowers authorize the Administrative Agent to pay
all such fees and expenses and in the Administrative Agent's discretion, to add
such fees and expenses to the Loan Account.

                  (c) The undertaking on the part of the Borrowers in this
Section 14.9 shall survive payment of the Liabilities and/or any termination,
release, or discharge executed by the Administrative Agent in favor of the
Borrowers, other than a termination, release, or discharge which makes specific
reference to this Section 14.9.

         14.10    COPIES AND FACSIMILES.

         This Agreement and all documents which relate thereto, which have been
or may be hereinafter furnished to an Agent or any Lender may be reproduced by
that Lender or by that Agent by any photographic, microfilm, xerographic,
digital imaging, or other process, and such Person making such reproduction may
destroy any document so reproduced. Any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made in the regular course of business). Any facsimile which
bears proof of transmission shall be binding on the party which or on whose
behalf such transmission was initiated and likewise shall be so admissible in
evidence as if the original of such facsimile had been delivered to the party
which or on whose behalf such transmission was received.

         14.11    MASSACHUSETTS LAW.

         This Agreement and all rights and obligations hereunder, including
matters of construction, validity, and performance, shall be governed by the law
of The Commonwealth of Massachusetts.


                                      112
<PAGE>   120

         14.12    CONSENT TO JURISDICTION.

                  (a) Each Borrower agrees that any legal action, proceeding,
case, or controversy against the Borrowers with respect to any Loan Document may
be brought in the Superior Court of Suffolk County Massachusetts or in the
United States District Court, District of Massachusetts, sitting in Boston,
Massachusetts, as the Agent may elect in the Agent's sole discretion. By
execution and delivery of this Agreement, each Borrower, for itself and in
respect of its property, accepts, submits, and consents generally and
unconditionally, to the jurisdiction of the aforesaid courts.

                  (b) Each Borrower WAIVES personal service of any and all
process upon it, and irrevocably consents to the service of process out of any
of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by certified mail, postage prepaid, to Lead Borrower at Lead
Borrower's address for notices as specified herein, such service to become
effective five (5) Business Days after such mailing.

                  (c) Each Borrower WAIVES any objection based on forum non
conveniens and any objection to venue of any action or proceeding instituted
under any of the Loan Documents and consents to the granting of such legal or
equitable remedy as is deemed appropriate by the Court.

                  (d) Nothing herein shall affect the right of the Agent to
bring legal actions or proceedings in any other competent jurisdiction.

                  (e) Each Borrower agrees that any action commenced by any
Borrower asserting any claim arising under or in connection with this Agreement
or any other Loan Document shall be brought solely in the Superior Court of
Suffolk County Massachusetts or in the United States District Court, District of
Massachusetts, sitting in Boston, Massachusetts, and that such Courts shall have
exclusive jurisdiction with respect to any such action.

         14.13    INDEMNIFICATION.

         The Borrowers shall indemnify, defend, and hold the Agents and each
Lender and any Participant and any of their respective employees, officers, or
agents (each, an "INDEMNIFIED PERSON") harmless of and from any claim brought or
threatened against any Indemnified Person by the Borrowers, any guarantor or
endorser of the Liabilities, or any other Person (as well as from attorneys'
reasonable fees, expenses, and disbursements in connection therewith) on account
of the relationship of any Borrower or of any other guarantor or endorser of the
Liabilities (each of claims which may be defended, compromised, settled, or
pursued by the Indemnified Person with counsel selected by the Indemnified
Person, but at the expense of the Borrowers) other than any claim as to which a
final determination is made in a judicial proceeding (in which the Indemnified
Person has had an opportunity to be heard), which determination includes a
specific finding that the Indemnified Person seeking indemnification had acted
in a grossly negligent


                                      113
<PAGE>   121

manner or in actual bad faith. This indemnification shall survive payment of the
Liabilities and/or any termination, release, or discharge executed by the
Administrative Agent in favor of the Borrowers, other than a termination,
release, or discharge duly executed on behalf of the Administrative Agent which
makes specific reference to this Section 20.13.

         14.14    RULES OF CONSTRUCTION.

         The following rules of construction shall be applied in the
interpretation, construction, and enforcement of this Agreement and of the other
Loan Documents:

                  (a) Unless otherwise specifically provided for herein,
interest and any fee or charge which is stated as a per annum percentage shall
be calculated based on a 360 day year and actual days elapsed.

                  (b) Words in the singular include the plural and words in the
plural include the singular.

                  (c) Cross references to Sections in this Agreement begin with
the Article in which that Section appears and then the Section to which
reference is made. (For example, a reference to "Section 5.6" is to subsection
6, which appears in Article V of this Agreement).

                  (d) Titles, headings (indicated by being underlined or shown
in Small Capitals) and any Table of Contents are solely for convenience of
reference; do not constitute a part of the instrument in which included; and do
not affect such instrument's meaning, construction, or effect.

                  (e) The words "includes" and "including" are not limiting.

                  (f) Text which follows the words "including, without
limitation" (or similar words) is illustrative and not limitational.

                  (g) Except where the context otherwise requires or where the
relevant subsections are joined by "or", compliance with any Section or
provision of any Loan Document which constitutes a warranty or covenant requires
compliance with all subsections (if any) of that Section or provision. Except
where the context otherwise requires, compliance with any warranty or covenant
of any Loan Document which includes subsections which are joined by "or" may be
accomplished by compliance with any of such subsections.

                  (h) Text which is shown in italics, shown in BOLD, shown IN
ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to
be conspicuous.

                  (i) The words "may not" are prohibitive and not permissive.

                  (j) The word "or" is not exclusive.


                                      114
<PAGE>   122

                  (k) Any reference to a Person's "knowledge" (or words of
similar import) are to such Person's knowledge assuming that such Person has
undertaken reasonable and diligent investigation with respect to the subject of
such "knowledge" (whether or not such investigation has actually been
undertaken).

                  (l) Terms which are defined in one section of any Loan
Document are used with such definition throughout the instrument in which so
defined.

                  (m) The symbol "$" refers to United States Dollars.

                  (n) Unless limited by reference to a particular Section or
provision, any reference to "herein", "hereof", or "within" is to the entire
Loan Document in which such reference is made.

                  (o) References to "this Agreement" or to any other Loan
Document is to the subject instrument as amended to the date on which
application of such reference is being made.

                  (p) Except as otherwise specifically provided, all references
to time are to Boston time.

                  (q) In the determination of any notice, grace, or other period
of time prescribed or allowed hereunder:

                      (i) Unless otherwise provided (I) the day of the act,
                  event, or default from which the designated period of time
                  begins to run shall not be included and the last day of the
                  period so computed shall be included unless such last day is
                  not a Business Day, in which event the last day of the
                  relevant period shall be the then next Business Day and (II)
                  the period so computed shall end at 5:00 PM on the relevant
                  Business Day.

                      (ii) The word "from" means "from and including".

                      (iii) The words "to" and "until" each mean "to, but
                  excluding".

                      (iv) The word "through" means "to and including".

                  (r) The Loan Documents shall be construed and interpreted in a
harmonious manner and in keeping with the intentions set forth in Section 14.15
hereof, provided, however, in the event of any inconsistency between the
provisions of this Agreement and any other Loan Document, the provisions of this
Agreement shall govern and control.

         14.15    INTENT.

         It is intended that:

                  (a) This Agreement take effect as a sealed instrument.


                                      115
<PAGE>   123

                  (b) The scope of the security interests created by this
Agreement be broadly construed in favor of the Collateral Agent.

                  (c) The security interests created by this Agreement secure
all Liabilities, whether now existing or hereafter arising.

                  (d) All reasonable costs, expenses, and disbursements incurred
by the Agents and, to the extent provide herein, each Lender, in connection with
such Person's relationship(s) with the Borrowers shall be borne by the
Borrowers.

                  (e) Unless otherwise explicitly provided herein, the
Administrative Agent's consent to any action of the Borrowers which is
prohibited unless such consent is given may be given or refused by the
Administrative Agent in its sole discretion and without reference to Section
2.19 hereof.

         14.16    PARTICIPATIONS.

         Each Lender may sell participations to one or more financial
institutions (a "PARTICIPANT") all or a portion of such Lender's rights and
obligations under this Agreement, provided that no such participation shall
include any provision which accords the Person purchasing such participation
with the right, vis a vis the Agents, to consent to any action, amendment, or
waiver which is subject to any requirement herein for approval by all or a
requisite number or proportion of the Lenders. No such sale of a participation
shall relieve a Lender from that Lender's obligations hereunder nor obligate the
Agents to any Person other than a Lender.

         14.17    RIGHT OF SET-OFF.

         Any and all deposits or other sums at any time credited by or due to
the Borrowers from the Agents or any Lender or any Participant or from any
Affiliate of any of the foregoing, and any cash, securities, instruments or
other property of the Borrowers in the possession of any of the foregoing,
whether for safekeeping or otherwise (regardless of the reason such Person had
received the same) shall at all times constitute security for all Liabilities
and for any and all obligations of the Borrowers to each Agent and such Lender
or any Participant or such Affiliate and may be applied or set off against the
Liabilities and against such obligations at any time, whether or not such are
then due and whether or not other collateral is then available to that Agent or
that Lender.

         14.18    PLEDGES TO FEDERAL RESERVE BANKS.


                                      116
<PAGE>   124


         Nothing included in this Agreement shall prevent or limit any Lender,
to the extent that such Lender is subject to any of the twelve Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act (12 U.S.C. Section
341) from pledging all or any portion of that Lender's interest and rights under
this Agreement, provided, however, neither such pledge nor the enforcement
thereof shall release the pledging Lender from its obligations hereunder or
under any of the Loan Documents.

         14.19    MAXIMUM INTEREST RATE.

         Regardless of any provision of any Loan Document, neither the Agents
nor any Lender shall be entitled to contract for, charge, receive, collect, or
apply as interest on any Liability, any amount in excess of the maximum rate
imposed by applicable law. Any payment which is made which, if treated as
interest on a Liability would result in such interest's exceeding such maximum
rate shall be held, to the extent of such excess, as additional collateral for
the Liabilities as if such excess were "Collateral."

         14.20    WAIVERS.

                  (a) Each Borrower (and all guarantors, endorsers, and sureties
of the Liabilities) make each of the waivers included in Section 20.20(b),
below, knowingly, voluntarily, and intentionally, and understands that Agents
and each Lender, in establishing the facilities contemplated hereby and in
providing loans and other financial accommodations to or for the account of the
Borrowers as provided herein, whether not or in the future, is relying on such
waivers.

                  (b) EACH BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND
SURETY RESPECTIVELY WAIVES THE FOLLOWING:

                      (i) Except as otherwise specifically required hereby,
                  notice of non-payment, demand, presentment, protest and all
                  forms of demand and notice, both with respect to the
                  Liabilities and the Collateral.

                      (ii) Except as otherwise specifically required hereby, the
                  right to notice and/or hearing prior to the Agent's exercising
                  of the Agent's rights upon default.

                      (iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR
                  CONTROVERSY IN WHICH ANY AGENT OR ANY LENDER IS OR BECOMES A
                  PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR
                  AGAINST ANY AGENT OR ANY LENDER OR IN WHICH ANY AGENT OR ANY
                  LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
                  CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY
                  RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER OR ANY OTHER
                  PERSON AND EACH AGENT OR EACH


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                  LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY
                  SUCH CASE OR CONTROVERSY).

                      (iv) The benefits or availability of any stay, limitation,
                  hindrance, delay, or restriction (including, without
                  limitation, any automatic stay which otherwise might be
                  imposed pursuant to Section 362 of the Bankruptcy Code) with
                  respect to any action which the Agents may or may become
                  entitled to take hereunder.

                      (v) Any defense, counterclaim, set-off, recoupment, or
                  other basis on which the amount of any Liability, as stated on
                  the books and records of the Administrative Agent, could be
                  reduced or claimed to be paid otherwise than in accordance
                  with the tenor of and written terms of such Liability.

                      (vi) Any claim to consequential, special, or punitive
                  damages.

                  (c)

         14.21    JOINT BORROWER PROVISIONS.

                  (a) Each Borrower represents to the Lenders that it is an
integral part of a consolidated enterprise, and that each Borrower will receive
direct and indirect benefits from the availability of the joint credit facility
provided for herein, and from the ability to access the collective credit
resources of the consolidated enterprise that are Borrowers.

                  (b) Each Borrower is, and at all times shall be, jointly and
severally liable for each and every one of the Liabilities hereunder, regardless
of which Borrower requested, received, used, or directly enjoyed the benefit of
the extensions of credit hereunder. All of the Collateral shall secure all of
the Liabilities. Each Borrower's Liabilities are independent obligations and are
absolute and unconditional. Each Borrower, to the extent permitted by law,
hereby waives any defense to such Liabilities that may arise by reason of the
disability or other defense or cessation of liability of any other Borrower for
any reason other than payment in full. Each Borrower also waives any defense to
such Liabilities that it may have as a result of any Lender's or Agent's
election of or failure to exercise any right, power, or remedy, including,
without limitation, the failure to proceed first against such other Borrower or
any security it holds for such other Borrower's Liabilities under any Loan
Document, if any. Without limiting the generality of the foregoing, each
Borrower expressly waives all demands and notices whatsoever (except for any
demands or notices, if any, that such Borrower expressly is entitled to receive
pursuant to the terms of any Loan Document), and agrees that the Lenders and the
Agents may, without notice (except for such notice, if any, as such Borrower
expressly is entitled to receive pursuant to the terms of any Loan Document) and
without releasing the liability of such Borrower, extend for the benefit of any
other Borrower the time for making any payment, waive or extend the performance
of any agreement or make any settlement of any agreement for the benefit of any
other Borrower, and may proceed against each Borrower, directly and


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independently of any other Borrower, as such obligee may elect in accordance
with this Agreement.

                  (c) Each Borrower acknowledges that the Liabilities of such
Borrower undertaken herein or in the other Loan Documents, and the grants of
security interests and liens by such Borrower to secure Liabilities of the other
Borrower could be construed to consist, at least in part, of the guaranty of
Liabilities of the other Borrower and, in full recognition of that fact, each
Borrower consents and agrees as hereinafter set forth in the balance of this
Section 14.21. The consents, waivers, and agreements of the Borrowers that are
contained in the balance of this Section 14.21 are intended to deal with the
suretyship aspects of the transactions evidenced by the Loan Documents (to the
extent that a Borrower may be deemed a guarantor or surety for the Liabilities
of another Borrower) and thus are intended to be effective and applicable only
to the extent that any Borrower has agreed to answer for the Liabilities of
another Borrower or has granted a lien or security interest in Collateral to
secure the Liabilities of another Borrower. Conversely, the consents, waivers,
and agreements of the Borrowers that are contained in the balance of this
Section 14.21 shall not be applicable to the direct Liabilities of a Borrower
with respect to credit extended directly to such Borrower, and shall not be
applicable to security interests or liens on Collateral of a Borrower given to
directly secure direct Liabilities of such Borrower where no aspect of guaranty
or suretyship is involved. Each Borrower consents and agrees that the Lenders
may, at any time and from time to time, without notice or demand, whether before
or after any actual or purported termination, repudiation or revocation of this
Agreement by any one or more Borrowers, and without affecting the enforceability
or continuing effectiveness hereof as to such Borrower, in accordance with the
terms of the Loan Documents: (a) supplement, restate, modify, amend, increase,
decrease, extend, renew, accelerate or otherwise change the time for payment or
the terms of the Liabilities or any part thereof, including any increase or
decrease of the rate(s) of interest thereon; (b) supplement, restate, modify,
amend, increase, decrease or waive, or enter into or give any agreement,
approval or consent with respect to, the Liabilities or any part thereof, or any
of the Loan Documents or any security or guarantees granted or entered into by
any Person(s) other than such Borrower, or any condition, covenant, default,
remedy, right, representation or term thereof or thereunder; (c) accept new or
additional instruments, documents or agreements in exchange for or relative to
any of the Loan Documents or the Liabilities or any part thereof, (d) accept
partial payments on the Liabilities; (e) receive and hold additional security or
guarantees for the Liabilities or any part thereof, (f) release, reconvey,
terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute,
transfer or enforce any security or guarantees, and apply any security and
direct the order or manner of sale thereof as the Lenders in their sole and
absolute discretion may determine; (g) release any other Person (including,
without limitation, any other Borrower) from any personal liability with respect
to the Liabilities or any part thereof, (h) with respect to any Person other
than such Borrower (including, without limitation, any other Borrower), settle,
release on terms satisfactory to the Lenders or by operation of applicable laws
or otherwise liquidate or enforce any Liabilities and any security therefor or
guaranty thereof in any manner, consent to the transfer of any security and bid
and purchase at any sale; or (i) consent to the merger, change or any other
restructuring or termination of the corporate or partnership existence of any
other Borrower or any other Person, and correspondingly agree, in accordance
with all applicable provisions of the Loan Documents, to the restructure of the
Liabilities, and any such


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merger, change, restructuring or termination shall not affect the liability of
any Borrower or the continuing effectiveness hereof, or the enforceability
hereof with respect to all or any part of the Liabilities.

                  (d) Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent and the Collateral Agent may enforce
the Loan Documents independently as to each Borrower and independently of any
other remedy the Administrative Agent or the Collateral Agent or any Lender at
any time may have or hold in connection with the Liabilities, and it shall not
be necessary for the Administrative Agent, the Collateral Agent or the Lenders
to marshal assets in favor of any Borrower or any other Person or to proceed
upon or against or exhaust any security or remedy before proceeding to enforce
this Agreement or any other Loan Documents. Each Borrower expressly waives any
right to require the Administrative Agent, the Collateral Agent or the Lenders
to marshal assets in favor of any Borrower or any other Person or to proceed
against any other Borrower or any Collateral provided by any Person, and agrees
that the Administrative Agent, the Collateral Agent or any Lenders may proceed
against Borrowers or any Collateral in such order as they shall determine in
their sole and absolute discretion, subject to the terms hereof.

                  (e) The Administrative Agent and the Collateral Agent may file
a separate action or actions against any Borrower, whether action is brought or
prosecuted with respect to any security or against any other Person, or whether
any other Person is joined in any such action or actions. Each Borrower agrees,
for itself, that the Administrative Agent, the Collateral Agent, any Lender and
any other Borrower, or any Affiliate of any other Borrower (other than such
Borrower itself), may deal with each other in connection with the Liabilities or
otherwise, or alter any contracts or agreements now or hereafter existing
between any of them, in any manner whatsoever, all without in any way altering
or affecting the continuing efficacy as to such Borrower of the Loan Documents.

                  (f) The Administrative Agent's, the Collateral Agent's and the
Lenders' rights hereunder shall be reinstated and revived, and the
enforceability of this Agreement shall continue, with respect to any amount at
any time paid on account of the Liabilities which thereafter shall be required
to be restored or returned by the Administrative Agent, the Collateral Agent or
the Lenders (including, without limitation, the restoration or return of any
amount pursuant to a court order or judgment (whether or not final or
non-appealable), or pursuant to a good faith settlement of a pending or
threatened avoidance or recovery action, or pursuant to good faith compliance
with a demand made by a Person believed to be entitled to pursue an avoidance or
recovery action (such as a bankruptcy trustee or a Person having the avoiding
powers of a bankruptcy trustee, or similar avoiding powers), and without
requiring the Administrative Agent, the Collateral Agent or the Lenders to
oppose or litigate avoidance or recovery demands or actions that it believes in
good faith to be meritorious or worthy of settlement or compliance, or pursue or
exhaust appeals), all as though such amount had not been paid. The rights and
priorities of the Administrative Agent, the Collateral Agent and each Lender
created or granted herein and the enforceability of the Loan Documents at all
times shall remain effective to cover the full amount of all the Liabilities
even though the Liabilities, including any part thereof or any other security or
guaranty therefor, may be or hereafter may become invalid or


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