<PAGE>   1

                                                                    EXHIBIT 10.1

                       AMENDMENT NO. 5 TO CREDIT AGREEMENT

         AMENDMENT NO. 5 dated as of June 8, 2001 to the Credit Agreement dated
as of April 9, 1997 (as in effect immediately prior to the effectiveness of this
Amendment, the "EXISTING CREDIT AGREEMENT") among VENATOR GROUP, INC. (the
"COMPANY"), the Subsidiary Borrowers listed on the signature pages hereof (the
"SUBSIDIARY BORROWERS"), the BANKS party thereto, the CO-AGENTS party thereto,
THE BANK OF NEW YORK, as Administrative Agent, LC Agent and Swingline Bank and
the LEAD ARRANGERS party thereto.

                              W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Existing Credit
Agreement as set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Existing Credit
Agreement has the meaning assigned to such term in the Existing Credit
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Existing Credit Agreement shall, on and
as of the date hereof, refer to the Existing Credit Agreement as amended hereby.

         SECTION 2. 100% Vote Amendment. On and as of the date hereof and upon
satisfaction of the conditions set forth in Section 3 below, the Existing Credit
Agreement is hereby amended and restated in its entirety as set forth in Exhibit
A hereto. The amendment and restatement of the Existing Credit Agreement
effected pursuant to this Section 2 is referred to herein as the "100% VOTE
AMENDMENT", and the Existing Credit Agreement as amended and restated pursuant
to the 100% Vote Amendment is referred to herein as the "THIRD RESTATED CREDIT
AGREEMENT".

         SECTION 3. Effectiveness of 100% Vote Amendment. The 100% Vote
Amendment shall become effective as of the date hereof upon satisfaction of each
of the following conditions:

         (a) receipt by the Administrative Agent of a counterpart hereof signed
by the Company, each Subsidiary Borrower and all the Banks (or facsimile or


<PAGE>   2


other written confirmation satisfactory to the Administrative Agent that each
such party has signed a counterpart hereof);

         (b) receipt by the Administrative Agent of an opinion of Skadden, Arps,
Slate, Meagher & Flom LLP, special counsel for the Company, in form and
substance reasonably satisfactory to the Required Banks;

         (c) receipt by the Administrative Agent of an opinion of Gary Bahler,
General Counsel of the Borrower, in form and substance reasonably satisfactory
to the Required Banks;

         (d) (i) the fact that the representations and warranties set forth in
the Third Restated Credit Agreement and the other Loan Documents shall be true
and correct on and as of the date hereof and (ii) receipt by the Administrative
Agent of a certificate of a Responsible Officer of the Company and each
Subsidiary Borrower so certifying;

         (e) (i) the fact that, immediately after giving effect to the 100% Vote
Amendment, no Default (as defined in the Third Restated Credit Agreement) shall
have occurred and be continuing and (ii) receipt by the Administrative Agent of
a certificate of a Responsible Officer of the Company so certifying;

         (f) the Borrower shall have received gross cash proceeds of not less
than $125,000,000 from the issuance of its __% Convertible Subordinated Notes
Due 2008 on terms and conditions satisfactory to BNY Capital Markets Inc. and
J.P. Morgan Securities Inc.; and

         (g) receipt by the Administrative Agent of all documents that the
Administrative Agent may reasonably request relating to the existence of the
Company and each Subsidiary Borrower, the corporate authority for and the
validity of this Amendment, the Third Restated Credit Agreement and any other
matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent.

         SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         SECTION 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                       2
<PAGE>   3

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                  VENATOR GROUP, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer


                                       3
<PAGE>   4

Each of the Subsidiary Borrowers listed below hereby consents to the 100% Vote
Amendment and agrees to be a party to, and be bound by, the Existing Credit
Agreement as amended and restated by the 100% Vote Amendment.

                                  FOOTLOCKER.COM, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  VENATOR GROUP RETAIL, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  TEAM EDITION APPAREL, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  NORTHERN REFLECTIONS INC.

                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  VENATOR GROUP SPECIALTY, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer


                                       4
<PAGE>   5

                                  THE SAN FRANCISCO MUSIC BOX
                                    COMPANY


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  FOOT LOCKER EUROPE B.V.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  FOOT LOCKER AUSTRALIA, INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer



                                  VENATOR GROUP CANADA INC.


                                  By: /s/ John H. Cannon
                                      ------------------------------------------
                                      Title: Vice President and Treasurer


                                       5
<PAGE>   6

                                  J.P. MORGAN SECURITIES, INC.


                                  By: /s/ Roger A. Yee
                                      ------------------------------------------
                                      Title: Vice President


                                  BNY CAPITAL MARKETS, INC.


                                  By: /s/ Jeffrey D. Landau
                                      ------------------------------------------
                                      Title: Managing Director


                                  MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK


                                  By: /s/ Unn Boucher
                                      ------------------------------------------
                                      Title: Vice President



                                  BANK OF AMERICA, N.A., successor by
                                    merger to Bank of America National Trust
                                    and Savings Association


                                  By: /s/ Timothy H. Spanos
                                      ------------------------------------------
                                      Title: Managing Director


                                  THE BANK OF NEW YORK


                                  By: /s/ Howard F. Bascom, Jr.
                                      ------------------------------------------
                                      Title: Vice President


                                       6
<PAGE>   7

                                  THE BANK OF NOVA SCOTIA


                                  By: /s/ J. Alan Edwards
                                      ------------------------------------------
                                      Title: Managing Director


                                  BANK OF TOKYO-MITSUBISHI TRUST
                                    COMPANY


                                  By: /s/ J. Millar
                                      ------------------------------------------
                                      Title: Vice President


                                  TORONTO DOMINION (NEW YORK),
                                    INC.,



                                  By: /s/ Stacey Malek
                                      ------------------------------------------
                                      Title: Vice President


                                  COMMERZBANK AG, NEW YORK
                                    BRANCH



                                  By: /s/ Robert S. Taylor, Jr.
                                      ------------------------------------------
                                      Title: Senior Vice President



                                  By: /s/ Andrew P. Lusk
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                       7
<PAGE>   8

                                  CREDIT LYONNAIS NEW YORK
                                    BRANCH

                                  By: /s/ Scott Chappelka
                                      ------------------------------------------
                                      Title: Vice President



                                  DEUTSCHE BANK AG, NEW YORK
                                    BRANCH AND/OR CAYMAN ISLANDS
                                    BRANCH


                                  By: /s/ Alexander Karow
                                      ------------------------------------------
                                      Title: Vice President



                                  By: /s/ Christoph A. Koch
                                      ------------------------------------------
                                      Title: Vice President



                                  KEYBANK NATIONAL ASSOCIATION


                                  By: /s/ Daniel W. Lally
                                      ------------------------------------------
                                      Title: Assistant Vice President



                                  WELLS FARGO BANK, NATIONAL
                                    ASSOCIATION


                                  By: /s/ Razia Damji
                                      ------------------------------------------
                                      Title: VP/Principal


                                       8
<PAGE>   9

                                  UNION BANK OF CALIFORNIA, N.A.


                                  By: /s/ Ching Lim
                                      ------------------------------------------
                                      Title: Vice President


                                       9
<PAGE>   10

                                  THE BANK OF NEW YORK, as
                                    Administrative Agent, LC Agent and
                                    Swingline Bank


                                  By: /s/ Howard F. Bascom, Jr.
                                      ------------------------------------------
                                      Title: Vice President


                                       10
<PAGE>   11

         Acknowledged and consented to by:

                           EASTBAY, INC.
                           FOOTLOCKER.COM, INC.
                           FOOT LOCKER AUSTRALIA, INC.
                           NORTHERN REFLECTIONS INC.
                           ROBBY'S SPORTING GOODS, INC.
                           TEAM EDITION APPAREL, INC.
                           THE SAN FRANCISCO MUSIC BOX COMPANY
                           VENATOR GROUP CORPORATE SERVICES, INC.
                           VENATOR GROUP HOLDINGS, INC.
                           VENATOR GROUP RETAIL, INC.
                           VENATOR GROUP SOURCING, INC.
                           VENATOR GROUP SPECIALTY, INC.
                           VENATOR GROUP INVESTMENTS LLC



                           By: /s/ John H. Cannon
                               ------------------------------------------
                               Title: Vice President and Treasurer

                           RETAIL COMPANY OF GERMANY, INC.



                           By: /s/ John H. Cannon
                               ------------------------------------------
                               Title: Vice President and Treasurer



<PAGE>   12



                                                                   [EXHIBIT A TO
                                                                AMENDMENT NO. 5]

                                  $190,000,000

                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT

                            dated as of April 9, 1997

                                       and

                           amended and restated as of

                                  June 8, 2001

                                      among

                               Venator Group, Inc.

                          The Subsidiaries Party Hereto

                             The Banks Party Hereto

                           The Co-Agents Party Hereto

                              The Bank of New York,
                        as Administrative Agent, LC Agent
                               and Swingline Bank

                                       and

                           J.P. Morgan Securities Inc.
                           BNY Capital Markets, Inc.,
                                as Lead Arrangers


<PAGE>   13


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                                            ----
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                                    ARTICLE 1
                                   DEFINITIONS


SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Accounting Terms and Determinations............................21
SECTION 1.03.  Types of Borrowings............................................21

                                    ARTICLE 2
                                   THE CREDITS


SECTION 2.01.  Commitments to Lend............................................22
SECTION 2.02.  Notice of Committed Borrowing..................................22
SECTION 2.03.  Money Market Borrowings........................................23
SECTION 2.04.  Notice to Banks; Funding of Loans..............................27
SECTION 2.05.  Evidence of Debt...............................................28
SECTION 2.06.  Maturity of Loans; Mandatory Prepayments of Loans..............29
SECTION 2.07.  Interest Rates.................................................30
SECTION 2.08.  Method of Electing Interest Rates..............................33
SECTION 2.09.  Facility Fees..................................................34
SECTION 2.10.  Optional Termination or Reduction of Commitments...............34
SECTION 2.11.  Mandatory Termination of Commitments...........................35
SECTION 2.12.  Optional and Mandatory Prepayments.............................36
SECTION 2.13.  General Provisions as to Payments..............................36
SECTION 2.14.  Funding Losses.................................................37
SECTION 2.15.  Computation of Interest and Fees...............................38
SECTION 2.16.  Letters of Credit..............................................38
SECTION 2.17.  Swingline Loans................................................45

                                    ARTICLE 3
                                   CONDITIONS


SECTION 3.01.  Effective Date.................................................47
SECTION 3.02.  Consequences of Effectiveness..................................47
SECTION 3.03.  Extensions of Credit...........................................48
</TABLE>

<PAGE>   14

<TABLE>
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                                                                            ----
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                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES


SECTION 4.01.  Corporate Existence and Power..................................49
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention.....49
SECTION 4.03.  Binding Effect.................................................49
SECTION 4.04.  Financial Statements...........................................49
SECTION 4.05.  Litigation.....................................................50
SECTION 4.06.  Compliance with Laws...........................................50
SECTION 4.07.  Compliance with ERISA..........................................50
SECTION 4.08.  Environmental Matters..........................................50
SECTION 4.09.  Taxes..........................................................51
SECTION 4.10.  Subsidiaries...................................................51
SECTION 4.11.  Not an Investment Company......................................51
SECTION 4.12.  Full Disclosure................................................51
SECTION 4.13.  Ranking........................................................51

                                    ARTICLE 5
                                    COVENANTS


SECTION 5.01.  Information....................................................52
SECTION 5.02.  Maintenance of Property; Insurance.............................55
SECTION 5.03.  Conduct of Business and Maintenance of Existence...............55
SECTION 5.04.  Compliance with Laws...........................................56
SECTION 5.05.  Inspection of Property, Books and Records......................56
SECTION 5.06.  Negative Pledge................................................56
SECTION 5.07.  Minimum Consolidated Tangible Net Worth........................58
SECTION 5.08.  Leverage Ratio.................................................58
SECTION 5.09.  Limitation on Debt of Subsidiaries.............................58
SECTION 5.10.  Fixed Charge Coverage Ratio....................................59
SECTION 5.11.  Consolidations, Mergers and Sales of Assets....................59
SECTION 5.12.  Use of Proceeds................................................60
SECTION 5.13.  Limitation on Capital Expenditures.............................60
SECTION 5.14.  Investments and Business Acquisitions..........................61
SECTION 5.15.  Restricted Payments............................................62
SECTION 5.16.  Transactions with Affiliates...................................62
SECTION 5.17.  Additional Guarantors..........................................62
</TABLE>

<PAGE>   15

<TABLE>
<CAPTION>
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                                                                            ----
<S>                                                                         <C>
SECTION 5.18.  Collateral Documents...........................................63

                                    ARTICLE 6
                                    DEFAULTS


SECTION 6.01.  Events of Defaults.............................................64
SECTION 6.02.  Notice of Default..............................................67
SECTION 6.03.  Cash Cover.....................................................67

                                    ARTICLE 7
       THE ADMINISTRATIVE AGENT, LEAD ARRANGERS, CO-DOCUMENTATION AGENTS,
                      CO-SYNDICATION AGENTS AND CO-AGENTS


SECTION 7.01.  Appointment and Authorization..................................67
SECTION 7.02.  Agents and Affiliates..........................................67
SECTION 7.03.  Obligations of the Co-Agents, Co-Documentation Agents
               and Co-Syndication Agents......................................67
SECTION 7.04.  Obligations of Administrative Agent and Lead Arrangers.........68
SECTION 7.05.  Consultation with Experts......................................68
SECTION 7.06.  Liability of Agents and Lead Arrangers.........................68
SECTION 7.07.  Indemnification................................................69
SECTION 7.08.  Credit Decision................................................69
SECTION 7.09.  Successor Administrative Agent.................................69
SECTION 7.10.  Administrative Agent's Fees....................................70

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES


SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.......70
SECTION 8.02.  Illegality.....................................................71
SECTION 8.03.  Increased Cost and Reduced Return..............................71
SECTION 8.04.  Taxes..........................................................74
SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans......76
SECTION 8.06.  Substitution of Bank...........................................76
</TABLE>

<PAGE>   16

<TABLE>
<CAPTION>
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                                    ARTICLE 9
                                  MISCELLANEOUS


SECTION 9.01.  Notices........................................................77
SECTION 9.02.  No Waivers.....................................................78
SECTION 9.03.  Expenses; Indemnification......................................78
SECTION 9.04.  Sharing of Set-offs............................................78
SECTION 9.05.  Amendments and Waivers.........................................79
SECTION 9.06.  Successors and Assigns.........................................80
SECTION 9.07.  No-Reliance on Margin Stock....................................82
SECTION 9.08.  Governing Law; Submission to Jurisdiction......................83
SECTION 9.09.  Counterparts...................................................83
SECTION 9.10.  WAIVER OF JURY TRIAL...........................................83
SECTION 9.11.  Judgment Currency..............................................83

                                   ARTICLE 10
                                    GUARANTY


SECTION 10.01.  The Guaranty..................................................84
SECTION 10.02.  Guaranty Unconditional........................................84
SECTION 10.03.  Discharge Only Upon Payment In Full; Reinstatement In
                Certain Circumstances.........................................85
SECTION 10.04.  Waiver by the Company.........................................86
SECTION 10.05.  Subrogation...................................................86
SECTION 10.06.  Stay of Acceleration..........................................86
</TABLE>

Commitment Schedule
Pricing Schedule
Schedule 1.01(a) -  Material Trademarks
Schedule 5.06    -  Existing Capital Leases

Exhibit A -       Form of Note

Exhibit B -       Form of Swingline Note

Exhibit C -       Form of Money Market Quote Request

Exhibit D -       Form of Invitation for Money Market Quotes

<PAGE>   17
<Table>
                                                                          PAGE
                                                                          ----
<S>               <C>                                                     <C>
Exhibit E -       Form of Money Market Quote

Exhibit F -       Form of Security Agreement

Exhibit G -       Form of Pledge Agreement

Exhibit H -       Form of Guarantee Agreement

Exhibit I -       Form of Assignment and Assumption Agreement

Exhibit J -       Form of Notice of Committed Borrowing
</Table>
<PAGE>   18

         THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 9, 1997
and amended and restated as of June 8, 2001 among VENATOR GROUP, INC., the
SUBSIDIARIES party hereto, the BANKS party hereto, the CO-AGENTS party hereto,
THE BANK OF NEW YORK, as Administrative Agent, LC Agent and Swingline Bank, and
the LEAD ARRANGERS party hereto.

         WHEREAS, the Company, the banks party thereto (the "EXISTING BANKS"),
the co-agents party thereto, Bank of America National Trust & Savings
Association, as Documentation Agent, The Bank of New York, as Administrative
Agent, LC Agent and Swingline Bank, and the Lead Arrangers party thereto are
parties to a Credit Agreement dated as of April 9, 1997 and amended and restated
as of March 19, 1999 (as in effect immediately prior to the effectiveness of
this Amended Agreement (as defined in Section 1.01 below), the "EXISTING CREDIT
AGREEMENT");

         WHEREAS, the parties to the Existing Credit Agreement desire to amend
and restate the Existing Credit Agreement as provided in this Amended Agreement
subject to the terms and conditions set forth in Amendment No. 5 to the Existing
Credit Agreement dated as of June 8, 2001 ("AMENDMENT NO. 5") among the Company,
the Subsidiaries named as parties hereto, the Existing Banks and The Bank of New
York, as Administrative Agent, LC Agent and Swingline Bank;

         WHEREAS, all the conditions to effectiveness to Amendment No. 5 have
been satisfied;

         NOW, THEREFORE, the Existing Credit Agreement is amended and restated
in its entirety as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:


                                       1
<PAGE>   19

         "ABSOLUTE RATE AUCTION" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

         "ADJUSTED LONDON INTERBANK OFFERED RATE" has the meaning set forth in
Section 2.07(b).

         "ADMINISTRATIVE AGENT" means The Bank of New York, in its capacity as
administrative agent for the Banks under the Loan Documents, and its successors
in such capacity.

         "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Company) duly
completed by such Bank.

         "AFFILIATE" means, (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Company (a "CONTROLLING PERSON") or
(ii) any Person (other than the Company or a Subsidiary) which is controlled by
or is under common control with a Controlling Person. As used herein, the term
"CONTROL" means possession, directly or indirectly, of the power to vote 10% or
more of any class of voting securities of a Person or to direct or cause the
direction of the management or policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

         "AGENTS" means the LC Agent, the Co-Documentation Agents, the
Co-Syndication Agents and the Administrative Agent.

         "AGGREGATE LC EXPOSURE" means, at any time, the sum, without
duplication, of (i) the aggregate amount that is (or may thereafter become)
available for drawing under all Letters of Credit outstanding at such time plus
(ii) the aggregate unpaid amount of all Reimbursement Obligations outstanding at
such time.

         "AGREEMENT", when used in reference to this Agreement, means the
Amended Agreement, as it may be further amended or amended and restated from
time to time.

         "AMENDED AGREEMENT" means this Amended and Restated Credit Agreement
dated as of April 9, 1997 and amended and restated as of June 8, 2001.


                                       2
<PAGE>   20

         "AMENDMENT NO. 5" has the meaning set forth in the second WHEREAS
clause.

         "ANNUAL RENT EXPENSE" means, as of the end of each Fiscal Year (the
"RELEVANT FISCAL YEAR") and the end of each of the first three Fiscal Quarters
of the next Fiscal Year, the total rent expense (net of sublease income) of the
Company and its Consolidated Subsidiaries for the Relevant Fiscal Year,
calculated in the same manner as the $475,000,000 amount shown as such total
rent expense (net of sublease income) for Fiscal Year 2000 under the heading
"LEASES" on page 40 of the Company's 2000 Annual Report to its shareholders.

         "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

         "ASSET SALE" means any sale, lease or other disposition (including any
such transaction effected by way of merger or consolidation) of any asset by the
Company or any of its Subsidiaries, including without limitation any
sale-leaseback transaction, whether or not involving a capital lease, and any
sale of any interest in real estate (including without limitation a leasehold
interest), including without limitation any disposition of a leasehold interest
to the relevant landlord by way of early termination thereof, but excluding (i)
dispositions of inventory, cash, cash equivalents and other cash management
investments and obsolete, unused or unnecessary equipment, in each case in the
ordinary course of business, (ii) dispositions of assets to the Company or a
Subsidiary; provided that any such dispositions by an Obligor to a Subsidiary
that is not a Subsidiary Guarantor shall be excluded pursuant to this clause
(ii) only if consummated in the ordinary course of business, and (iii) any
disposition of assets not described in clauses (i) and (ii) hereof consummated
in any Fiscal Year, but only to the extent that the Net Cash Proceeds therefrom,
together with the Net Cash Proceeds of all other dispositions consummated in
such Fiscal Year and not constituting an "Asset Sale" by reliance on this clause
(iii), do not exceed $5,000,000 (or, in the case of Fiscal Year 2004,
$2,500,000).

         "ASSIGNEE" has the meaning set forth in Section 9.06.

         "BANK" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective
successors. The term "BANK" does not include the Swingline Bank in its capacity
as such.


                                       3
<PAGE>   21

         "BANK PARTIES" means the Banks, the Swingline Bank, the Agents and the
Lead Arrangers.

         "BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

         "BASE RATE LOAN" means a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Article 8.

         "BASE RATE MARGIN" has the meaning set forth in Section 2.07(a).

         "BORROWER" means the Company or any Subsidiary Borrower, as the context
may require, and their respective successors, and "BORROWERS" means all of the
foregoing. When used in connection with a particular Loan or Swingline Loan or
Letter of Credit, the term "BORROWER" means the borrower (or proposed borrower)
of such Loan or Swingline Loan or the borrower on whose request such Letter of
Credit is (or is proposed to be) issued. As the context may require, the terms
"BORROWER" and "BORROWERS" includes the Company in its capacity as guarantor of
the obligations of the Subsidiary Borrowers hereunder.

         "BORROWING" has the meaning set forth in Section 1.03.

         "BUSINESS ACQUISITION" means (i) an Investment by the Company or any of
its Subsidiaries in any other Person (including an Investment by way of
acquisition of securities of any other Person) pursuant to which such Person
shall become a Subsidiary or shall be merged into or consolidated with the
Company or any of its Subsidiaries or (ii) an acquisition by the Company or any
of its Subsidiaries of the property and assets of any Person (other than the
Company or any of its Subsidiaries) that constitute substantially all the assets
of such Person or any division or other business unit of such Person. The
description of any transaction as falling within the above definition does not
affect any limitation on such transaction imposed by Article 5 of this
Agreement.

         "CO-AGENTS" means the Banks designated as Co-Agents on the signature
pages hereof, in their respective capacities as Co-Agents in connection with the
credit facility provided hereunder.

         "CO-DOCUMENTATION AGENTS" means those Banks appointed as
co-documentation agents within 30 days after the Effective Date, each in its
capacity as a co-documentation agent for the credit facility provided hereunder.


                                       4
<PAGE>   22

         "CO-SYNDICATION AGENTS" means those Banks appointed as co-syndication
agents within 30 days after the Effective Date, each in its capacity as a
co-syndication agent for the credit facility provided hereunder.

         "COLLATERAL" means the collateral purported to be subject to the Liens
of all the Collateral Documents.

         "COLLATERAL DOCUMENTS" means the Security Agreement, the Pledge
Agreement, each mortgage entered into pursuant to Section 5.18 and any
additional security agreements, pledge agreements, mortgages or other agreements
required to be delivered pursuant to the Loan Documents to secure the
obligations of the Obligors under the Loan Documents (including without
limitation any additional pledge agreements delivered by any Obligor pursuant to
the provisions of the Pledge Agreement), and any instruments of assignment or
other instruments or agreements executed pursuant to the foregoing.

         "COMMITMENT" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the Commitment Schedule (or, in the case of an
Assignee, the portion of the transferor Bank's Commitment assigned to such
Assignee pursuant to Section 9.06(c)), in each case as such amount may be
reduced from time to time pursuant to Sections 2.10 and 2.11 or changed as a
result of an assignment pursuant to Section 8.06 or 9.06(c). The term
"COMMITMENT" does not include the Swingline Commitment.

         "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

         "COMMITTED LOAN" means a loan made or to be made by a Bank pursuant to
Section 2.01 or Section 2.17(f); provided that, if any such loan or loans (or
portions thereof) are combined or subdivided pursuant to a Notice of Interest
Rate Election, the term "COMMITTED LOAN" shall refer to the combined principal
amount resulting from such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be.

         "COMPANY" means Venator Group, Inc., a New York corporation, and its
successors.

         "COMPANY'S 2000 FORM 10-K" means the Company's annual report on Form
10-K for the 2000 Fiscal Year, as filed with the SEC pursuant to the Exchange
Act.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the gross
additions to property, plant and equipment and other capital expenditures of the
Company and its Consolidated Subsidiaries for such period, as the same are or


                                       5
<PAGE>   23

would be set forth in the cash flow statement of the Company and its
Consolidated Subsidiaries for such period (if such statement were prepared for
such period), but excluding any such expenditures constituting a Business
Acquisition permitted pursuant to Section 5.14 to the extent that the
consideration paid by the Company and its Subsidiaries with respect thereto
consists solely of common stock of the Company.

         "CONSOLIDATED DEBT" means at any date the Debt of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

         "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date in accordance with generally accepted accounting principles.

         "CONSOLIDATED TANGIBLE NET WORTH" means at any date the consolidated
shareholders' equity of the Company and its Consolidated Subsidiaries as of such
date less their consolidated goodwill as of such date, adjusted to exclude the
effect of any changes in the cumulative foreign currency translation
adjustments.

         "CONTINUING DIRECTOR" means at any date a member of the Company's board
of directors who was either (i) a member of such board twelve months prior to
such date or (ii) nominated for election to such board by at least two-thirds of
the Continuing Directors then in office.

         "CREDIT EXPOSURE" means, as to any Bank at any time:

                  (i) the amount of its Commitment (whether used or unused) at
         such time; or

                  (ii) if the Commitments have terminated in their entirety, the
         sum of (x) its Outstanding Committed Amount and (y) the aggregate
         outstanding principal amount of its Money Market Loans,

all determined at such time after giving effect to any prior assignments by or
to such Bank pursuant to Section 8.06 or 9.06.

         "DEBT" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance


                                       6
<PAGE>   24

with generally accepted accounting principles, (v) all non-contingent
obligations (and, for purposes of Section 5.06 and the definition of Material
Debt, all contingent obligations) of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vii) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the maximum amount of such other Person's
Debt Guaranteed thereby).

         "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to close; provided that, when used in Section 2.16 with respect to any
action to be taken by or with respect to the LC Agent, the term "DOMESTIC
BUSINESS DAY" shall not include any day on which commercial banks are authorized
by law to close in the jurisdiction where the LC Office of the LC Agent is
located.

         "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Company and the Administrative Agent.

         "DOMESTIC LOANS"  means Base Rate Loans.

         "EBIT" means, for any period, the sum of (i) the consolidated net
income of the Company and its Consolidated Subsidiaries for such period plus
(ii) to the extent deducted in determining such consolidated net income, the sum
of (A) Interest Expense, (B) income taxes, (C) the after-tax effect of any
extraordinary non-cash losses (or minus the after-tax effect of any
extraordinary non-cash gains), (D) the before-tax effect of any non-recurring
non-cash losses that are not classified as extraordinary losses (or minus the
before-tax effect of any non-recurring non-cash gains that are not classified as
extraordinary gains) and (E) any pre-tax loss (or minus any pre-tax gain) on the
sale of any ownership or leasehold interest in real property.

         "EBITDA" means, for any period, (i) EBIT for such period plus (ii) to
the extent deducted in determining consolidated net income for such period,
depreciation and amortization.


                                       7
<PAGE>   25

         "EFFECTIVE DATE" has the meaning set forth in Section 3.01.

         "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, injunctions, permits, licenses and agreements relating to the
protection of the environment, to the effect of the environment on human health
or to emissions, discharges or releases of pollutants, contaminants, hazardous
or toxic substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, hazardous or toxic
substances or wastes or the clean-up or other remediation thereof.

         "EQUITY ISSUANCE" means any issuance of equity securities, or any sale
or other transfer of treasury stock, by the Company or any of its Subsidiaries,
other than (i) equity securities issued to, or treasury stock sold or
transferred to, the Company or any of its Subsidiaries, (ii) common stock of the
Company issued as consideration for a Business Acquisition permitted pursuant to
Section 5.14 and (iii) equity securities of the Company issued pursuant to
employee stock plans in an aggregate amount not to exceed $5,000,000.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA GROUP" means the Company, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary, are treated as a single employer under subsection (b), (c), (m) or
(o) of Section 414 of the Internal Revenue Code.

         "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

         "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Administrative Agent.

         "EURO-DOLLAR LOAN" means a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.


                                       8
<PAGE>   26

         "EURO-DOLLAR MARGIN" has the meaning set forth in Section 2.07(b).

         "EURO-DOLLAR RATE" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of an Adjusted London Interbank Offered Rate.

         "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of The
Bank of New York, Bank of America, N.A., and Morgan.

         "EURO-DOLLAR RESERVE PERCENTAGE" has the meaning set forth in Section
2.07(b).

         "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

         "EXTENSION OF CREDIT" means the making of a Loan or a Swingline Loan or
the issuance or extension of a Letter of Credit.

         "FACILITY FEE RATE" has the meaning set forth in Section 2.09.

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to The Bank of New York on such day on such
transactions as determined by the Administrative Agent.

         "FISCAL QUARTER" means a fiscal quarter of the Company.

         "FISCAL YEAR" means a fiscal year of the Company. A Fiscal Year is
identified by the calendar year which includes approximately eleven months of
such Fiscal Year (e.g., Fiscal Year 2000 refers to the Fiscal Year that ended on
February 3, 2001).

         "FIXED CHARGE COVERAGE RATIO" means, at the last day of any Fiscal
Quarter, the ratio of (i) the sum of EBIT plus 1/3 of Annual Rent Expense, in
each case for the four consecutive Fiscal Quarters then ended to (ii) the sum of


                                       9
<PAGE>   27

Interest Expense plus 1/3 of Annual Rent Expense, in each case for the same four
consecutive Fiscal Quarters.

         "FIXED RATE LOAN" means any loan except a Loan that bears interest at
the Base Rate.

         "FOREIGN SUBSIDIARY" means any Subsidiary organized under the laws of a
jurisdiction, and conducting substantially all its operations, outside the
United States.

         "GROUP OF LOANS" or "GROUP" means at any time a group of Committed
Loans consisting of (i) all Committed Loans to the same Borrower which are Base
Rate Loans at such time or (ii) all Euro-Dollar Loans to the same Borrower which
have the same Interest Period at such time; provided that if a Committed Loan of
any particular Bank is converted to or made as a Base Rate Loan pursuant to
Section 8.02 or 8.05, such Loan shall be included in the same Group or Groups of
Loans from time to time as it would have been in if it had not been so converted
or made.

         "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee of such Debt or other obligation of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), provided that the term Guarantee shall not include endorsements for
collection or deposit, in either case in the ordinary course of business. The
term "GUARANTEE" used as a verb has a corresponding meaning.

         "GUARANTEE AGREEMENT" means the Guarantee Agreement dated as of the
Effective Date among the initial Subsidiary Guarantors and the Administrative
Agent, substantially in the form of Exhibit H, as amended from time to time.

         "GUARANTOR" means the Company, in respect of its obligations under
Article 10, and any Subsidiary Guarantor, and "Guarantors" means all of them.

         "IMMATERIAL SUBSIDIARY" means at any time any Subsidiary that (i) does
not hold any material patents, trademarks or other intellectual property, (ii)
on a


                                       10
<PAGE>   28

consolidated basis, together with its Subsidiaries, holds assets with an
aggregate fair market value of less than $2,000,000, (iii) on a consolidated
basis, together with its Subsidiaries, does not account for more than 1% of the
consolidated revenues of the Company and its Consolidated Subsidiaries and (iv)
on a consolidated basis, together with its Subsidiaries, does not have
consolidated net income in excess of $500,000. The determinations in clauses
(ii), (iii) and (iv) shall be made on the basis of the financial statements most
recently delivered by the Company to the Banks pursuant to Sections 5.01(a) or
5.01(b), as the case may be. The parties hereto acknowledge and agree that each
of the trademarks listed on Schedule 1.01(a) is a material trademark.

         "INDEMNITEE" has the meaning set forth in Section 9.03(b).

         "INDENTURE" means the Indenture dated as of October 10, 1991 between
the Company and The Bank of New York, as Trustee, as in effect on the Effective
Date.

         "INTEREST EXPENSE" means, for any period, the consolidated interest
expense (net of interest income) of the Company and its Consolidated
Subsidiaries for such period, calculated in the same manner as the amounts shown
as "INTEREST EXPENSE, NET" under the heading "INTEREST EXPENSE" on page 19 of
the Company's annual report incorporated by reference in the Company's 2000 Form
10-K.

         "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, a
period commencing on the date of borrowing specified in the applicable Notice of
Committed Borrowing or on the date specified in the applicable Notice of
Interest Rate Election and ending one, two, three or six months thereafter, as
the Borrower may elect in the applicable notice; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and


                                       11
<PAGE>   29

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

(2) with respect to each Money Market LIBOR Loan, the period commencing on the
date such Loan is made and ending such whole number of months thereafter as the
Borrower may elect in accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

(3) with respect to each Money Market Absolute Rate Loan, the period commencing
on the date such Loan is made and ending such number of days thereafter (but not
less than 14 days) as the Borrower may elect in accordance with Section 2.03;
provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute.

         "INVESTMENT" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, time deposit, Guarantee or
otherwise.

         "INVITATION FOR MONEY MARKET QUOTES" means an Invitation for Money
Market Quotes substantially in the form of Exhibit D hereto.


                                       12
<PAGE>   30

         "LC AGENT" means The Bank of New York in its capacities as letter of
credit agent in connection with the letter of credit facility provided hereunder
and as the issuer of the letters of credit issued or to be issued hereunder, and
its successors in such capacities.

         "LC COLLATERAL ACCOUNT" has the meaning set forth in the Security
Agreement; provided that, at any time prior to the execution of the Security
Agreement, "LC COLLATERAL ACCOUNT" shall mean a collateral account established
pursuant to arrangements satisfactory to the LC Agent and the Administrative
Agent.

         "LC EXPOSURE" means, with respect to any Bank at any time, an amount
equal to its Pro Rata Share of the Aggregate LC Exposure at such time.

         "LC FEE RATE" has the meaning set forth in the Pricing Schedule.

         "LC INDEMNITEES" has the meaning set forth in Section 2.16(m).

         "LC OFFICE" means, with respect to the LC Agent, for any Letter of
Credit, the office at which the LC Agent books such Letter of Credit.

         "LEAD ARRANGERS" means J.P. Morgan Securities Inc. and BNY Capital
Markets, Inc. in their respective capacities as lead arrangers for the credit
facility provided hereunder.

         "LETTER OF CREDIT" means a letter of credit issued or to be issued
hereunder by the LC Agent.

         "LIBOR AUCTION" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of the Loan Documents, the
Company or any Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset. The issuance of trade letters of credit for
the account of the Company or any of its Subsidiaries to finance the purchase of
inventory whereby title documents to the related goods are consigned to the
order of the letter of credit issuer shall not be considered to create a "Lien"
on inventory for the purposes of the Loan Documents. In addition, the parties
hereto acknowledge


                                       13
<PAGE>   31

and agree that precautionary UCC-1 filings made with respect to obligations of
the Company or any of its Subsidiaries under operating leases do not constitute
a "Lien".

         "LOAN" means a Committed Loan or a Money Market Loan and "LOANS" means
Committed Loans or Money Market Loans or any combination of the foregoing. The
term "LOAN" does not include a Swingline Loan.

         "LOAN DOCUMENTS" means this Agreement, the Guarantee Agreement, the
Collateral Documents, the Notes and the Swingline Note.

         "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.07(b).

         "MAJOR CASUALTY PROCEEDS" means (i) the aggregate insurance proceeds
received in connection with one or more related events by the Company or any of
its Subsidiaries under any Property Insurance Policy or (ii) any award or other
cash compensation with respect to any one or more related condemnations of
property (or any transfer or disposition of property in lieu of condemnation)
received by the Company or any of its Subsidiaries if, in the case of either
clause (i) or (ii), the amount of such aggregate insurance proceeds or award or
other cash compensation exceeds $500,000.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, operations or condition (financial or otherwise) of the Company and
its Subsidiaries taken as a whole, (ii) the ability of any Obligor to perform
any payment obligation of such Obligor under the Loan Documents or (iii) the
ability of any Bank Party to enforce any rights or remedies under the Loan
Documents with respect to the Collateral or any payment obligation of any
Obligor under the Loan Documents.

         "MATERIAL DEBT" means Debt (other than the Loans, Swingline Loans and
Reimbursement Obligations) of the Company and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $5,000,000.

         "MATERIAL PLAN" means at any time a Plan (or any two or more Plans,
each of which has Unfunded Liabilities) having aggregate Unfunded Liabilities in
excess of $5,000,000.

         "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).


                                       14
<PAGE>   32

         "MONEY MARKET ABSOLUTE RATE LOAN" means a loan made or to be made by a
Bank pursuant to an Absolute Rate Auction.

         "MONEY MARKET LENDING OFFICE" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Company
and the Administrative Agent; provided that any Bank may from time to time by
notice to the Company and the Administrative Agent designate separate Money
Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and
its Money Market Absolute Rate Loans, on the other hand, or for its Loans to
different Borrowers, in which case all references herein to the Money Market
Lending Office of such Bank shall be deemed to refer to either or both of such
offices, as the context may require.

         "MONEY MARKET LIBOR LOAN" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the rate
applicable to Base Rate Loans by reason of clause (a) of Section 8.01).

         "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "MONEY MARKET MARGIN" has the meaning set forth in Section 2.03(d).

         "MONEY MARKET QUOTE" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03 substantially in the form of Exhibit E
hereto.

         "MONEY MARKET QUOTE REQUEST" means a Money Market Quote Request
substantially in the form of Exhibit C hereto.

         "MOODY'S" means Moody's Investors Service, Inc., and its successors.

         "MORGAN" means Morgan Guaranty Trust Company of New York.

         "MULTIEMPLOYER PLAN" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "NET CASH PROCEEDS" means:


                                       15
<PAGE>   33

                           (i) with respect to any Asset Sale (including for
                  this purpose any disposition that would be an Asset Sale but
                  for clause (iii) of the definition of Asset Sale), an amount
                  equal to the cash proceeds received by the Company or any of
                  its Subsidiaries from or in respect of such Asset Sale
                  (including any cash proceeds received as income or other
                  proceeds of any noncash proceeds of such Asset Sale or any
                  amounts described in clause (z) in excess of amounts actually
                  paid pursuant to post-closing purchase price adjustments),
                  less (w) any expenses reasonably incurred by such Person in
                  respect of such Asset Sale, (x) the amount of any Debt secured
                  by a Lien on any asset disposed of in such Asset Sale and
                  discharged from the proceeds thereof (and required to be so
                  discharged by the terms of such Debt), (y) any taxes actually
                  paid or to be payable by such Person (as estimated by a senior
                  financial or accounting officer of the Company, giving effect
                  to the overall tax position of the Company and its
                  Subsidiaries) in respect of such Asset Sale and (z) any
                  amounts constituting post-closing purchase price adjustments
                  in respect of such Asset Sale, to the extent a reserve has
                  been established with respect thereto in accordance with GAAP;
                  and

                           (ii) with respect to any Equity Issuance, an amount
                  equal to the cash proceeds received by the Company or any of
                  its Subsidiaries in respect thereof less any customary fees
                  and commissions and expenses reasonably incurred by them in
                  respect thereof.

         "NOTES" means promissory notes of a Borrower, substantially in the form
of Exhibit A hereto, evidencing such Borrower's obligation to repay the Loans
made to it, and "NOTE" means any one of such promissory notes issued hereunder.

         "NOTICE OF BORROWING" means a Notice of Committed Borrowing or a Notice
of Money Market Borrowing.

         "NOTICE OF COMMITTED BORROWING" has the meaning set forth in Section
2.02.

         "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.08.

         "NOTICE OF MONEY MARKET BORROWING" has the meaning set forth in Section
2.03(f).


                                       16
<PAGE>   34

         "NOTICE OF SWINGLINE BORROWING" has the meaning set forth in Section
2.17(b).

         "OBLIGOR" means any Borrower or any Subsidiary Guarantor, and
"OBLIGORS" means all of them.

         "OUTSTANDING COMMITTED AMOUNT" means, with respect to any Bank at any
time, the sum of (i) the aggregate outstanding principal amount of its Committed
Loans, (ii) its Pro Rata Share of the aggregate outstanding principal amount of
the Swingline Loans (if any) and (iii) its LC Exposure, all determined at such
time after giving effect to any prior assignments by or to such Bank pursuant to
Section 8.06 or 9.06(c).

         "PARENT" means, with respect to any Bank Party, any Person controlling
such Bank Party.

         "PARTICIPANT" has the meaning set forth in Section 9.06(b).

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

         "PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

         "PLEDGE AGREEMENT" means the Pledge Agreement to be entered into among
the Company, the Subsidiary Guarantors and the Administrative Agent,
substantially in the form of Exhibit G, as amended from time to time, pursuant
to which (and to additional foreign pledge agreements referred to therein) each
Obligor party thereto shall pledge the capital stock of each Subsidiary held by
such Obligor, subject to the exceptions and limitations set forth therein.

         "PRICING SCHEDULE" means the Pricing Schedule attached hereto.


                                       17
<PAGE>   35

         "PRIME RATE" means a rate of interest per annum equal to the rate of
interest publicly announced from time to time in New York City by The Bank of
New York as its prime commercial lending rate, such rate to be adjusted
automatically (without notice) on the effective date of any change in such
publicly announced rate.

         "PRO RATA SHARE" means, with respect to any Bank at any time, a
fraction the numerator of which is the amount of such Bank's Commitment at such
time (or, if the Commitments have terminated in their entirety, such Bank's
Commitment as in effect immediately prior to such termination) and the
denominator of which is the Total Commitments at such time (or, if the
Commitments have terminated in their entirety, Total Commitments as in effect
immediately prior to such termination).

         "PROPERTY INSURANCE POLICY" means any insurance policy maintained by
the Company or any of its Subsidiaries covering losses with respect to tangible
real or personal property or improvements, but excluding coverage for losses
from business interruption.

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REIMBURSEMENT OBLIGATION" means any obligation of a Borrower to
reimburse the LC Agent pursuant to Section 2.16 for amounts paid by the LC Agent
in respect of drawings under Letters of Credit issued upon the request and for
the account of such Borrower, including any portion of any such obligation to
which a Bank has become subrogated pursuant to paragraph (1) of Section 2.16(j).

         "REQUESTING BANKS" means at any time one or more Banks having at least
15% of the aggregate amount of the Commitments.

         "REQUIRED BANKS" means at any time Banks having at least 51% of the
aggregate amount of the Credit Exposures at such time.

         "RESPONSIBLE OFFICER" means, with respect to any Obligor, its chief
financial officer, its general counsel, its treasurer, any assistant treasurer
or any other officer whose duties include the administration of this Agreement.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution on
any shares of the Company's capital stock (except dividends payable solely in
shares of its capital stock of the same class) or (ii) any payment on account of
the purchase, redemption, retirement or acquisition of (a) any shares of the
Company's capital stock or (b) any option, warrant or other rights to acquire


                                       18
<PAGE>   36

shares of the Company's capital stock (but not including payments of principal,
premium (if any) or interest made pursuant to the terms of convertible debt
securities prior to conversion).

         "S&P" means Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc., and its successors.

         "SEC" means the Securities and Exchange Commission.

         "SECURITY AGREEMENT" means the Security Agreement to be entered into
among the Company, the Subsidiary Guarantors and the Administrative Agent,
substantially in the form of Exhibit F, as amended from time to time.

         "SUBSIDIARY" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "SUBSIDIARY" means a Subsidiary of the Company.

         "SUBSIDIARY BORROWERS" means Footlocker.com, Inc., a Delaware
corporation, Venator Group Retail, Inc., a New York corporation, Team Edition
Apparel, Inc., a Florida corporation, Northern Reflections Inc., a Delaware
corporation, Venator Group Specialty, Inc., a New York corporation, The San
Francisco Music Box Company, a California corporation, Foot Locker Europe B.V.,
a Netherlands corporation, Foot Locker Australia, Inc., a Delaware corporation
and Venator Group Canada Inc., a Canadian corporation.

         "SUBSIDIARY GUARANTOR" means each Subsidiary that from time to time is
a party to the Guarantee Agreement.

         "SWINGLINE BANK" means The Bank of New York, in its capacity as the
Swingline Bank under the swingline facility described in Section 2.17, and its
successors in such capacity.

         "SWINGLINE COMMITMENT" means the obligation of the Swingline Bank to
make Swingline Loans in an aggregate principal amount at any one time
outstanding not to exceed $50,000,000.

         "SWINGLINE LOAN" means a loan made by the Swingline Bank pursuant to
Section 2.17(a).

         "SWINGLINE LOAN AVAILABILITY PERIOD" means the period from and
including the Effective Date to but excluding the Swingline Maturity Date.


                                       19
<PAGE>   37

         "SWINGLINE MATURITY DATE" means the day that is 30 days before the
Termination Date.

         "SWINGLINE NOTE" means a promissory note of a Borrower, substantially
in the form of Exhibit B hereto, evidencing the obligation of such Borrower to
repay the Swingline Loans made to it.

         "TARGET DATE" means the first date on which the Loans to the Company
are expressly rated at least BBB- by S&P and at least Baa3 by Moody's.

         "TEMPORARY CASH INVESTMENT" means any Investment in (i) direct
obligations of the United States or any agency thereof or obligations guaranteed
by the United States or any agency thereof, (ii) commercial paper rated at least
A-1 by S&P and at least P-1 by Moody's, (iii) time deposits with, including
certificates of deposit issued by, any office located in the United States of
any Bank or any bank or trust company which is organized or licensed under the
laws of the United States or any State thereof and has capital, surplus and
undivided profits aggregating at least $1,000,000,000, (iv) repurchase
agreements with respect to securities described in clause (i) above entered into
with an office of a bank or trust company meeting the criteria specified in
clause (iii) above or (v) in the case of Investments made by a Foreign
Subsidiary, Investments substantially similar to those described in clauses (i)
through (iv) and denominated in the local currency of the jurisdiction in which
such Foreign Subsidiary conducts its operations; provided in each case that such
Investment matures within one year after it is acquired by the Company or a
Subsidiary.

         "TERMINATION DATE" means June 8, 2004, or, if such day is not a
Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day.

         "TOTAL COMMITMENTS" means, at any time, the aggregate amount of the
Commitments (whether used or unused) at such time.

         "TOTAL USAGE" means, at any time, the sum of (i) the aggregate
outstanding principal amount of all Loans and Swingline Loans and (ii) the
Aggregate LC Exposure, all determined at such time.

         "UCP" means the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be revised or amended from time to time.

         "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value


                                       20
<PAGE>   38

of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "UNITED STATES" means the United States of America, including the
States thereof and the District of Columbia, but excluding its territories and
possessions.

         SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Company's
independent public accountants) with the most recent audited consolidated
financial statements of the Company and its Consolidated Subsidiaries delivered
to the Banks; provided that if the Company notifies the Administrative Agent
that the Company wishes to amend any provision hereof to eliminate the effect of
any change in generally accepted accounting principles on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required
Banks wish to amend any provision hereof for such purpose), then such provision
shall be applied on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
provision is amended in a manner satisfactory to the Company and the Required
Banks.

         SECTION 1.03. Types of Borrowings. The term "BORROWING" denotes the
aggregation of Loans of one or more Banks to be made to a single Borrower by one
or more Banks pursuant to Article 2 on the same date, all of which Loans are of
the same type (subject to Article 8) and, except in the case of Base Rate Loans,
have the same Interest Period or initial Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g., a "EURO-DOLLAR BORROWING" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article 2
under which participation therein is determined (i.e., a "COMMITTED BORROWING"
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a "MONEY MARKET BORROWING" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids).


                                       21
<PAGE>   39

                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Borrowers
pursuant to this Section from time to time on and after the Effective Date and
prior to the Termination Date; provided that, immediately after each such loan
is made (and after giving effect to any substantially concurrent application of
the proceeds thereof to repay outstanding Loans and Swingline Loans):

                  (i) such Bank's Outstanding Committed Amount shall not exceed
         its Commitment;

                  (ii) the Total Usage shall not exceed the Total Commitments;
         and

                  (iii) subject to Section 3.02(c), the aggregate outstanding
         principal amount of Loans to the Company and Swingline Loans does not
         exceed $50,000,000.

Each Borrowing under this Section shall be in an aggregate principal amount of
$15,000,000 or any larger multiple of $1,000,000; provided that (x) any such
Borrowing may be in an aggregate amount equal to the aggregate unused amount of
the Commitments and (y) if such Borrowing is made on the Swingline Maturity
Date, such Borrowing may be in the aggregate amount of the Swingline Loans
outstanding on such date. Each such Borrowing shall be made from the several
Banks ratably in proportion to their respective Commitments. Within the
foregoing limits and subject to Section 2.11, the Borrowers may borrow under
this Section, prepay Loans to the extent permitted by Section 2.13, and reborrow
under this Section at any time prior to the Termination Date.

         SECTION 2.02. Notice of Committed Borrowing. (a) The Borrower shall
give the Administrative Agent a notice substantially in the form of Exhibit J (a
"NOTICE OF COMMITTED BORROWING") not later than 11:00 A.M. (New York City time)
on (x) the date of each Base Rate Borrowing by it, and (y) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing by it, specifying:

          (i) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of
a Euro-Dollar Borrowing,

         (ii) the aggregate amount of such Borrowing,


                                       22
<PAGE>   40

         (iii) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate, and

         (iv) if such Borrowing is a EuroDollar Borrowing, the duration of the
initial Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.

         SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01, any Borrower may, as
set forth in this Section, request the Banks to make offers to make Money Market
Loans to such Borrower from time to time on or after the Target Date and prior
to the Termination Date. The Banks may, but shall have no obligation to, make
such offers and such Borrower may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section.

         (b) Money Market Quote Request. When a Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request so as to be received no later than 11:00 A.M. (New York City time) on
(x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed
therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next
preceding the date of Borrowing proposed therein, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Company and the
Administrative Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be effective)
specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                  (ii) the aggregate amount of such Borrowing, which shall be
         $15,000,000 or a larger multiple of $1,000,000,

                  (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                  (iv) whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate.


                                       23
<PAGE>   41

A Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request by any Borrower shall be given within five Euro-Dollar Business Days (or
such other number of days as the Company and the Administrative Agent may agree)
of any other Money Market Quote Request by any Borrower.

         (c) Invitation for Money Market Quotes. Promptly upon receipt of a
Money Market Quote Request, the Administrative Agent shall send to the Banks by
telex or facsimile transmission an Invitation for Money Market Quotes, which
shall constitute an invitation by the Borrower to each Bank to submit Money
Market Quotes offering to make the Money Market Loans to which such Money Market
Quote Request relates in accordance with this Section.

         (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Administrative Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.01 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New
York City time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Company and the
Administrative Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective); provided that Money Market Quotes submitted by the Administrative
Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank
may be submitted, and may only be submitted, if the Administrative Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Article 3 and
6, any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the Borrower.

                  (ii) Each Money Market Quote shall be in substantially the
         form of Exhibit E hereto and shall in any case specify:

                           (A) the proposed date of Borrowing,


                                       24
<PAGE>   42


                           (B) the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

                           (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable London Interbank Offered Rate (the
                  "MONEY MARKET MARGIN") offered for each such Money Market
                  Loan, expressed as a percentage (specified to the nearest
                  1/10,000th of 1%) to be added to or subtracted from such base
                  rate,

                           (D) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (specified to the nearest 1/10,000th of
                  1%) (the "MONEY MARKET ABSOLUTE RATE") offered for each such
                  Money Market Loan, and

                           (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                  (iii) Any Money Market Quote shall be disregarded if it:

                           (A) is not substantially in conformity with Exhibit E
                  hereto or does not specify all of the information required by
                  subsection (d)(ii);

                           (B) contains qualifying, conditional or similar
                  language, except an aggregate limitation permitted by
                  subsection (d)(ii)(B)(z);

                           (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Money Market
                  Quotes; or

                           (D) arrives after the time set forth in subsection
                  (d)(i).


                                       25
<PAGE>   43

         (e) Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that
is in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

         (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Administrative Agent of its acceptance or non-acceptance of the offers so
notified to it pursuant to subsection (e). In the case of acceptance, such
notice (a "NOTICE OF MONEY MARKET BORROWING") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

                                    (i) the aggregate principal amount of each
                           Money Market Borrowing may not exceed the applicable
                           amount set forth in the related Money Market Quote
                           Request,

                                    (ii) the principal amount of each Money
                           Market Borrowing must be $15,000,000 or a larger
                           multiple of $1,000,000,

                                    (iii) acceptance of offers may only be made
                           on the basis of ascending Money Market Margins or
                           Money Market Absolute Rates, as the case may be,


                                       26
<PAGE>   44

                                    (iv) the Borrower may not accept any offer
                           that is described in subsection (d)(iii) or that
                           otherwise fails to comply with the requirements of
                           this Agreement, and

                                    (v) immediately after such Money Market
                           Borrowing is made (and after giving effect to any
                           substantially concurrent application of the proceeds
                           thereof to repay outstanding Loans and Swingline
                           Loans), (1) the Total Usage shall not exceed the
                           Total Commitments and (2) the aggregate outstanding
                           principal amount of Loans to the Company shall not
                           exceed $50,000,000.

         (g) Allocation by Administrative Agent. If offers are made by two or
more Banks with the same Money Market Margins or Money Market Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.

         SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share (if any) of such Borrowing and
such Notice of Borrowing shall not thereafter be revocable by the Borrower.

         (b) Not later than 1:00 P.M. (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Administrative Agent at its address referred to in Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied (which determination may, in the
case of Section 3.03(c), be based in part on information supplied by the LC
Agent on the date of such Borrowing as to the Aggregate LC Exposure on such
date), the Administrative Agent shall (i) apply the funds so received from the
Banks to repay all Swingline Loans (if any) then outstanding, together with
interest accrued thereon and any other associated expenses, and (ii) make the
remainder of such funds available to the Borrower not later than 2:00 P.M. (New
York City time) at the Administrative Agent's aforesaid address.

         (c) Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available


                                       27
<PAGE>   45

to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsection (b) of this Section 2.04 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate
per annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement.

         SECTION 2.05. Evidence of Debt. (a) Each Bank shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Bank resulting from each Loan made by such
Bank, including the amounts of principal and interest payable and paid to such
Bank from time to time.

         (b) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the type thereof and each
Interest Period (if any) applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Bank hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Banks and each Bank's share thereof.

         (c) The entries made in the accounts maintained pursuant to subsections
(a) and (b) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that any failure by any
Bank or the Administrative Agent to maintain such accounts or any error therein
shall not affect each Borrower's obligation to repay the Loans made to it in
accordance with the terms of the Agreement.

         (d) No Notes are required, and the failure by any Bank to request a
Note shall not affect the obligations of any Borrower under any Loan Documents.
Any Bank may, by notice to a Borrower, request that such Borrower's obligation
to repay such Bank's Loans, or such Bank's Loans of a particular type, to such
Borrower be evidenced by a Note in an amount equal to the aggregate unpaid


                                       28
<PAGE>   46

principal amount of such Loans. Each such Note shall be in substantially the
form of Exhibit A hereto with appropriate modifications if it evidences solely
Loans of the relevant type. Each reference in this Agreement to the "NOTE" of
such Borrower payable to the order of such Bank shall be deemed to refer to and
include any or all of such Notes, as the context may require. Each Bank may
record the date and amount of each Loan made by it to each Borrower on its Note
of such Borrower and the date and amount of each payment of principal made with
respect thereto, and may, if such Bank so elects in connection with any transfer
or enforcement of its Note of any Borrower, endorse on the schedule forming a
part thereof appropriate notations to evidence the foregoing information with
respect to each of its Loans to such Borrower then outstanding; provided that
neither the failure by any Bank to make any such recordation or endorsement, nor
any error therein, shall affect the obligations of any such Borrower under any
Loan Documents. Each Bank is hereby irrevocably authorized by each Borrower so
to endorse such Borrower's Note payable to the order of such Bank and to attach
to and make a part of such Note a continuation of any such schedule as and when
required.

         SECTION 2.06. Maturity of Loans; Mandatory Prepayments of Loans. (a)
Each Committed Loan shall mature, and the principal amount thereof shall be due
and payable, on the Termination Date.

         (b) Each Money Market Loan included in any Money Market Borrowing shall
mature and the principal amount thereof shall be due and payable, on the last
day of the Interest Period applicable to such Borrowing.

         (c) To the extent the terms of any Debt issued by the Company or any of
its Subsidiaries after the Effective Date would otherwise require the prepayment
or repurchase (or offer to repurchase) of such Debt upon receipt by the Company
or any of its Subsidiaries of cash proceeds of any Asset Sales (or any
disposition of assets excluded from the definition of Asset Sale pursuant to
clauses (i) through (iv) thereof) or any Major Casualty Proceeds (or any
proceeds excluded from the definition of Major Casualty Proceeds pursuant to
clauses (i) or (ii) thereof) but for the provisions of this subsection (c), upon
receipt by the Company or any of its Subsidiaries of such cash proceeds, the
Borrowers will prepay Loans and cash collateralize Letters of Credit in an
amount equal to the amount that is necessary in order to excuse the Company or
any of its Subsidiaries from prepaying or repurchasing (or offering to
repurchase) such Debt.

         (d) During each Clean-Down Period there shall be at least fifteen
consecutive days on which the sum of (i) the aggregate outstanding principal
amount of all Committed Loans plus (ii) the aggregate outstanding principal


                                       29
<PAGE>   47

amount of all Swingline Loans plus (iii) the aggregate amount of Reimbursement
Obligations (excluding, for this purpose, any Reimbursement Obligation that is
not yet overdue pursuant to Section 2.17(i)) does not exceed $50,000,000. The
Borrowers will prepay Loans to the extent necessary to comply with the
immediately preceding sentence. For purposes of this subsection (d), "CLEAN-DOWN
PERIOD" means each period from and including the first day of the fourth Fiscal
Quarter of each Fiscal Year to and including the last day of such Fiscal
Quarter.

         (e) The prepayments and the cash collateralization (if applicable) to
be made pursuant to subsections (d) and (e) shall be effected as follows: first,
the Company shall prepay any Swingline Loans then outstanding, until all
Swingline Loans have been paid in full, second, the Borrowers shall prepay any
Committed Loans then outstanding, until all Committed Loans have been paid in
full, third, the Borrowers shall deposit immediately available funds in the LC
Collateral Account, until an amount equal to the then Aggregate LC Exposure has
been deposited in the LC Collateral Account and fourth, the Borrowers shall
prepay any Money Market Loans then outstanding (in the order in which they were
made), until all Money Market Loans have been paid in full. Each Borrower making
a prepayment pursuant to this subsection (e) shall give the Agent at least three
Euro-Dollar Business Days' notice of such prepayment required.

         SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due or is converted, at a rate per annum
equal to the Base Rate plus the Base Rate Margin, in each case for such day.
Subject to Section 2.06, such interest shall be payable for each calendar month
in arrears on the last Domestic Business Day thereof and, with respect to the
principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on the
date such principal amount is so converted. Any overdue principal of or interest
on any Base Rate Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the rate otherwise
applicable to such Base Rate Loan for such day.

         "BASE RATE MARGIN" means a rate per annum determined in accordance with
the Pricing Schedule.

         (b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the Adjusted London Interbank Offered Rate applicable to such Interest
Period. Such interest shall be payable for each Interest Period on the last day


                                       30
<PAGE>   48

thereof and, if such Interest Period is longer than three months, three months
after the first day thereof.

         "EURO-DOLLAR MARGIN" means a rate per annum determined in accordance
with the Pricing Schedule.

         The "ADJUSTED LONDON INTERBANK OFFERED RATE" applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

         The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

         "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents). The Adjusted London Interbank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar
Reserve Percentage.

          (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the quotient obtained (rounded upward, if necessary, to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than three Euro-Dollar Business Days,
then for such other period of time not longer than three months as the
Administrative


                                       31
<PAGE>   49

Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to each of the Euro-Dollar Reference Banks are offered to
such Euro-Dollar Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve Percentage (or, if the circumstances described in clause (a) or (b) of
Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the
Base Rate for such day) and (ii) the sum of 2% plus the Euro-Dollar Margin for
such day plus the Adjusted London Interbank Offered Rate applicable to such Loan
immediately before such payment became due.

         (d) Subject to Section 8.01, each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the rate applicable to Base Rate Loans for such day.

         (e) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

         (f) Each Euro-Dollar Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated by this Section.
If any Euro-Dollar Reference Bank does not furnish a timely quotation, the
Administrative Agent shall determine the relevant interest rate on the basis of
the quotation or quotations furnished by the remaining Euro-Dollar Reference
Bank or Banks or, if none of such quotations is available on a timely basis, the
provisions of Section 8.01 shall apply.


                                       32
<PAGE>   50

         SECTION 2.08. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject in each case to the
provisions of subsection (d) below and Article 8), as follows:

                  (i) if such Loans are Base Rate Loans, the Borrower may elect
         to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar
         Business Day; or

                 (ii) if such Loans are Euro-Dollar Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans or elect to continue
         such Loans as Euro-Dollar Loans for an additional Interest Period, in
         each case effective on the last day of the then current Interest Period
         applicable to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Administrative Agent at least three Euro-Dollar Business
Days before the conversion or continuation selected in such notice is to be
effective (unless the relevant Loans are to be converted from Domestic Loans to
Domestic Loans of the other type or continued as Domestic Loans of the same type
for an additional Interest Period, in which case such notice shall be delivered
to the Administrative Agent at least three Domestic Business Days before such
conversion or continuation is to be effective). A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such notice applies, and the remaining portion to which it does not
apply, are each $15,000,000 or any larger multiple of $1,000,000.

         (b) Each Notice of Interest Rate Election shall specify:

                  (i) the Group of Loans (or portion thereof) to which such
         notice applies;

                  (ii) the date on which the conversion or continuation selected
         in such notice is to be effective, which shall comply with the
         applicable clause of subsection (a) above;

                  (iii) if the Loans comprising such Group are to be converted,
         the new type of Loans and, if such new Loans are Euro-Dollar Loans, the
         duration of the initial Interest Period applicable thereto; and



                  (iv) if such Loans are to be continued as Euro-Dollar Loans
         for an additional Interest Period, the duration of such additional
         Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.



                                       33
<PAGE>   51

         (c) Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Administrative Agent shall
promptly notify each Bank of the contents thereof and such notice shall not
thereafter be revocable by the Borrower. If the Borrower fails to deliver a
timely Notice of Interest Rate Election to the Administrative Agent for any
Group of Euro-Dollar Loans, such Loans shall be converted into Base Rate Loans
on the last day of the then current Interest Period applicable thereto.

         (d) The Borrower shall not be entitled to elect to convert any
Committed Loans to, or continue any Committed Loans for an additional Interest
Period as, Euro-Dollar Loans if a Default shall have occurred and be continuing
when the Borrower delivers notice of such election to the Administrative Agent
or when such conversion or continuation would otherwise be effective.

         SECTION 2.09. Facility Fees. The Company shall pay to the
Administrative Agent for the account of each Bank a facility fee, calculated for
each day at the Facility Fee Rate for such day, on the amount of such Bank's
Credit Exposure on such day. Such facility fees shall accrue for each day from
and including the Effective Date to but excluding the day on which the Credit
Exposures are reduced to zero and shall be payable quarterly in arrears on each
June 19, September 19, December 19 and March 19 and on the day on which the
Credit Exposures are reduced to zero.

         "FACILITY FEE RATE" means a rate per annum determined daily in
accordance with the Pricing Schedule.

         SECTION 2.10. Optional Termination or Reduction of Commitments. (a) The
Company may, without premium or penalty, upon at least three Domestic Business
Days' notice to the Administrative Agent, (i) terminate the Commitments at any
time, if no Bank has an Outstanding Committed Amount at such time or (ii)
ratably reduce the Commitments from time to time, in each case by an aggregate
amount of at least $15,000,000; provided that immediately after such reduction:

                           (x)      no Bank's Outstanding Committed Amount shall
                                    not exceed its Commitment as so reduced;

                           (y)      the Total Usage shall not exceed the Total
                                    Commitments; and;

                           (y)      the aggregate outstanding principal amount
                                    of the Swingline Loans shall not exceed the
                                    Swingline Commitment.


                                       34
<PAGE>   52

Upon any such termination or reduction of the Commitments, the Administrative
Agent shall promptly notify each Bank of such termination or reduction.

         (b) The Company may, upon at least three Domestic Business Days" notice
to the Administrative Agent, terminate the Swingline Commitment at any time, if
no Swingline Loans are outstanding at such time.

         (c) If the Company wishes to replace this Agreement with another credit
agreement at any time, the Company may, on the date when such other credit
agreement becomes effective, terminate the Commitments hereunder and prepay any
and all Committed Loans and Swingline Loans then outstanding hereunder; provided
that:

                  (i) the Company notifies each Bank as to the possibility of
         such termination and such prepayment (if any) at least three
         Euro-Dollar Business Days prior thereto;

                 (ii) the Company gives definitive notice of such termination
         and such prepayment (if any) to the Administrative Agent before 10:00
         A.M. (New York City time) on the date of such termination;

                (iii) all Committed Loans, Swingline Loans and Reimbursement
         Obligations outstanding on the date of such termination (together with
         accrued interest thereon) are paid in full on such date;

                 (iv) in connection with any prepayment of Committed Loans or
         Swingline Loans on such date, the Company complies with the
         requirements of subsections (a) and (b) of Section 2.12, Section 2.14
         and subsection (d) of Section 2.17 in all respects except the timing of
         definitive notice of such prepayment; and

                  (v) no Letter of Credit issued hereunder remains outstanding
         after the date of such termination unless the LC Agent shall have
         agreed to allow such Letter of Credit to remain outstanding after the
         Commitments (and the Banks" participations in such Letter of Credit)
         terminate.

         SECTION 2.11. Mandatory Termination of Commitments. (a) The Commitments
shall terminate on the Termination Date and any Committed Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.


                                       35
<PAGE>   53

         (b) The Swingline Commitment shall terminate on the Swingline Maturity
Date and any Swingline Loans then outstanding (together with accrued interest
thereon) shall be due and payable on such date.

         SECTION 2.12. Optional and Mandatory Prepayments. (a) The Borrower may
upon at least one Domestic Business Day's notice to the Administrative Agent,
prepay the Base Rate Loans (or any Money Market Borrowing bearing interest at
the Base Rate by reason of clause (a) of Section 8.01) in whole at any time, or
from time to time in part in amounts aggregating $10,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment. Each such optional
prepayment shall be applied to prepay ratably the Base Rate Loans of the several
Banks (or the Money Market Loans included in such Money Market Borrowing).

         (b) Subject to Section 2.14, the Borrower may, upon at least three
Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a
Group of Euro-Dollar Loans, prepay the Loans comprising such a Group, in whole
at any time, or from time to time in part in amounts aggregating $10,000,000 or
any larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Loans of the several
Banks included in such Group.

         (c) In connection with any substitution of Banks pursuant to Section
8.06, the Borrower may prepay the Loans of the Bank being replaced, as provided
in clause (ii) of Section 8.06.

         (d) Except as provided in Sections 2.06 and 2.12(a), the Borrower may
not prepay all or any portion of the principal amount of any Money Market Loan
prior to the maturity thereof.

         (e) Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's ratable share (if any) of such prepayment and such notice
shall not thereafter be revocable by the Borrower.

         SECTION 2.13. General Provisions as to Payments. (a) The Borrowers
shall make (i) each payment of principal of, and interest on, the Loans and of
fees hereunder, not later than 12:00 Noon (New York City time) on the date when
due, in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01 and (ii) each
payment of Reimbursement Obligations and any other amounts payable in


                                       36
<PAGE>   54

connection with the Letters of Credit in accordance with the provisions of
Section 2.16. The Administrative Agent will promptly distribute to each Bank its
ratable share of each such payment received by the Administrative Agent for the
account of the Banks. Whenever any payment of principal of, or interest on, the
Domestic Loans or Swingline Loans or of fees or of Reimbursement Obligations
shall be due on a day which is not a Domestic Business Day, the date for payment
thereof shall be extended to the next succeeding Domestic Business Day. Whenever
any payment of principal of, or interest on, any Euro-Dollar Loans or Money
Market LIBOR Loan shall be due on a day which is not a Euro-Dollar Business Day,
the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day. Whenever any payment of principal of, or
interest on, any Money Market Absolute Rate Loan shall be due on a day which is
not a Euro-Dollar Business Day, the date for payment thereof shall be extended
to the next succeeding Euro-Dollar Business Day. If the date for any payment of
principal or any Reimbursement Obligation is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time.

         (b) Unless the Administrative Agent shall have received notice from a
Borrower prior to the date on which any payment is due from such Borrower to the
Banks hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
such payment shall not have been so made, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate.

         SECTION 2.14. Funding Losses. If a Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any such Loan is converted to a
Base Rate Loan (pursuant to Article 2, 6 or 8 or otherwise) on any day other
than the last day of an Interest Period applicable thereto, or the last day of
an applicable period fixed pursuant to Section 2.07(c), or if a Borrower fails
to borrow or prepay any Fixed Rate Loans or fails to continue any Euro-Dollar
Loans for an additional Interest Period or fails to convert any outstanding
Loans to Euro-Dollar Loans, in each case after notice of such borrowing,
prepayment, continuation or conversion has been given to any Bank in accordance
with Section 2.04(a), 2.06(f), 2.08(c) or 2.12(e), such Borrower shall reimburse
each Bank within 15 days after demand for any resulting loss or expense incurred
by it


                                       37
<PAGE>   55

(or by an existing or prospective Participant in the related Loan), including
(without limitation) any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin for the period after
any such payment or conversion or failure to borrow, prepay, continue or
convert, provided that such Bank shall have delivered to such Borrower a
certificate as to the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error.

         SECTION 2.15. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
facility fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

         SECTION 2.16. Letters of Credit.

         (a) Issuance of Letters of Credit. The LC Agent agrees, on the terms
and conditions set forth in this Agreement, to issue Letters of Credit for the
account of any Borrower from time to time during the period from and including
the Effective Date to but excluding the date that is 30 days before the
Termination Date; provided that, immediately after each such Letter of Credit is
issued:

                  (i) the Aggregate LC Exposure shall not exceed $80,000,000 (of
         which the aggregate amount attributable to standby Letters of Credit
         will not exceed $30,000,000);

                 (ii) the aggregate face amount of all Letters of Credit issued
         for the account of the Company (other than Letters of Credit with
         respect to which any Subsidiary Borrower is a co-account party) will
         not exceed $60,000,000;

                  (iii) in the case of each Bank, its Outstanding Committed
         Amount shall not exceed its Commitment; and

                  (iv) the Total Usage shall not exceed the Total Commitments.

Upon the issuance by the LC Agent of each Letter of Credit pursuant to this
subsection (a), the LC Agent shall be deemed, without further action by any
party hereto, to have sold to each Bank and each Bank shall be deemed, without
further action by any party hereto, to have purchased from the LC Agent, a
participation


                                       38
<PAGE>   56

in such Letter of Credit, on the terms set forth in this Section, equal to such
Bank's Pro Rata Share thereof.

         (b) Expiry Dates. No Letter of Credit shall have an expiry date later
than the fifth Domestic Business Day prior to the Termination Date. Subject to
the preceding sentence:

                  (i) each Letter of Credit shall, when issued, have an expiry
         date on or before the first anniversary of the date on which it is
         issued; and

                 (ii) the expiry date of any Letter of Credit may, at the
         request of the Borrower, be extended from time to time for a period not
         exceeding one year so long as the LC Agent agrees to so extend such
         Letter of Credit (or, in the case of an "evergreen" Letter of Credit,
         its right to give a notice to prevent the extension thereof expires) no
         earlier than three months before the then existing expiry date thereof.

         (c) Notice of Proposed Issuance. The Borrower shall give the LC Agent
and the Administrative Agent at least one Domestic Business Day's prior notice
specifying the date each Letter of Credit is to be issued and describing the
proposed terms of such Letter of Credit and the nature of the transactions
proposed to be supported thereby.

         (d) Conditions to Issuance. The LC Agent shall not issue any Letter of
Credit unless:

                  (i) such Letter of Credit shall be satisfactory in form and
         reasonably satisfactory in substance to the LC Agent,

                 (ii) the Borrower shall have executed and delivered such other
         instruments and agreements relating to such Letter of Credit as the LC
         Agent shall have reasonably requested,

                (iii) the LC Agent shall have determined (based on information
         supplied by the Administrative Agent on the date of such issuance as to
         the amounts specified in subsection (a) of this Section other than the
         Aggregate LC Exposure) that the limitations specified in subsection (a)
         of this Section will not be exceeded immediately after such Letter of
         Credit is issued, and

                 (iv) the LC Agent shall not have been notified in writing by
         the Borrower, the Administrative Agent or the Required Banks that any


                                       39
<PAGE>   57

         condition specified in clause (c), (d) or (e) of Section 3.03 is not
         satisfied on the date such Letter of Credit is to be issued.

         (e) Notice of Proposed Extensions of Expiry Dates. The LC Agent shall
give the Administrative Agent at least one Domestic Business Day's notice prior
to extending the expiry date of any Letter of Credit (or, in the case of an
"evergreen" Letter of Credit, allowing it to be extended), specifying (i) the
date on which such extension is to be made and (ii) the date to which such
expiry date is to be so extended. The LC Agent shall not extend (or allow the
extension of) the expiry date of such Letter of Credit if it shall have been
notified by the Borrower or the Administrative Agent (at the request of the
Required Banks) that any condition specified in clause (d) or (e) of Section
3.03 is not satisfied on the date of such extension (or, in the case of an
"evergreen" Letter of Credit, the day when the LC Agent's right to give a notice
preventing such extension expires).

         (f) Notice of Actual Issuances, Extensions and Amounts Available for
Drawing. Promptly upon issuing any Letter of Credit or extending the expiry date
of any Letter of Credit (or allowing the expiry date of any "evergreen" Letter
of Credit to be extended), the LC Agent will notify the Administrative Agent of
the date of such Letter of Credit, the amount thereof, the beneficiary or
beneficiaries thereof and the expiry date or extended expiry date thereof.
Within three Domestic Business Days after the end of each calendar month, the LC
Agent shall notify the Administrative Agent and each Bank of (i) the daily
average aggregate amount available for drawings (whether or not conditions for
drawing thereunder have been satisfied) under all Letters of Credit outstanding
during such month, (ii) the aggregate amount of letter of credit fees accrued
during such month pursuant to subsection (g) of this Section, (iii) each Bank's
Pro Rata Share of such accrued letter of credit fees and (iv) the aggregate
undrawn amount of all Letters of Credit outstanding at the end of such month.

         (g) Fees. The Company shall pay to the LC Agent, for the account of the
Banks ratably in accordance with their respective Pro Rata Shares, a letter of
credit fee for each day at the LC Fee Rate on the aggregate amount available for
drawings (whether or not conditions for drawing thereunder have been satisfied)
under all Letters of Credit outstanding on such day. Such letter of credit fee
shall be payable quarterly in arrears on the last Domestic Business Day of each
calendar quarter and on the fifth Domestic Business Day before the Termination
Date (or any earlier date on which the Commitments shall have terminated in
their entirety and no Letters of Credit are outstanding). Promptly upon
receiving any payment of such fee, the LC Agent will distribute to each Bank its
Pro Rata Share thereof. In addition, the Company shall pay to the LC Agent for
its own


                                       40
<PAGE>   58

account fronting fees and reasonable expenses in the amounts and at the times
agreed between the Company and the LC Agent.

         (h) Drawings. Upon receipt from the beneficiary of any Letter of Credit
of a demand for payment under such Letter of Credit, the LC Agent shall
determine in accordance with the terms of such Letter of Credit whether such
demand for payment should be honored. If the LC Agent determines that any such
demand for payment should be honored, the LC Agent shall make available to such
beneficiary in accordance with the terms of such Letter of Credit the amount of
the drawing under such Letter of Credit. The LC Agent shall thereupon notify the
Borrower of the amount of such drawing paid by it.

         (i) Reimbursement and Other Payments by the Borrower. (1) If any amount
is drawn under any Letter of Credit, the Borrower irrevocably and
unconditionally agrees to reimburse the LC Agent for all amounts paid by the LC
Agent upon such drawing, together with any and all reasonable charges and
expenses which the LC Agent may pay or incur relative to such drawing and
interest on the amount drawn at the Federal Funds Rate for each day from and
including the date such amount is drawn to but excluding the date such
reimbursement payment is due and payable. Such reimbursement payment shall be
due and payable (x) at or before 1:00 P.M. (New York City time) on the date the
LC Agent notifies the Borrower of such drawing, if such notice is given at or
before 10:00 A.M. (New York City time) on such date, or (y) at or before 10:00
A.M. (New York City time) on the first Domestic Business Day after the date such
notice is given, if such notice is given after 10:00 A.M. (New York City time)
on such date; provided that no payment otherwise required by this sentence to be
made by the Borrower at or before 1:00 P.M. (New York City time) on any day
shall be overdue hereunder if arrangements for such payment satisfactory to the
LC Agent, in its reasonable discretion, shall have been made by the Borrower at
or before 1:00 P.M. (New York City time) on such day and such payment is
actually made at or before 3:00 P.M. (New York City time) on such day.

         (2) In addition, the Borrower agrees to pay to the LC Agent interest on
any and all amounts not paid by the Borrower when due hereunder with respect to
a Letter of Credit, for each day from and including the date when such amount
becomes due to but excluding the date such amount is paid in full, whether
before or after judgment, payable on demand, at a rate per annum equal to the
sum of 2% plus rate applicable to Base Rate Loans for such day.

         (3) Each payment to be made by the Company or any Borrower pursuant to
this subsection (i) shall be made to the LC Agent in Federal or other funds
immediately available to it at its address referred to in Section 9.01.


                                       41
<PAGE>   59

         (j) Payments by Banks with Respect to Letters of Credit. (1) If the
Borrower fails to reimburse the LC Agent as and when required by subsection (i)
above for all or any portion of any amount drawn under a Letter of Credit, the
LC Agent may notify each Bank of such unreimbursed amount and request that each
Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon
receiving such notice from the LC Agent, each Bank shall make available to the
LC Agent, at its address referred to in Section 9.01, an amount equal to such
Bank's share of such unreimbursed amount as set forth in such notice, in Federal
or other funds immediately available to the LC Agent, by 3:00 P.M. (New York
City time) on the Domestic Business Day following such Bank's receipt of such
notice from the LC Agent, together with interest on such amount for each day
from and including the date of such drawing to but excluding the day such
payment is due from such Bank at the Federal Funds Rate for such day. Upon
payment in full thereof, such Bank shall be subrogated to the rights of the LC
Agent against the Borrower to the extent of such Bank's Pro Rata Share of the
related Reimbursement Obligation (including interest accrued thereon). Nothing
in this subsection (j) shall affect any rights any Bank may have against the LC
Agent for any action or omission for which the LC Agent is not indemnified under
subsection (n) of this Section.

         (2) If any Bank fails to pay any amount required to be paid by it
pursuant to clause (1) of this subsection (j) on the date on which such payment
is due, interest shall accrue on such Bank's obligation to make such payment,
for each day from and including the date such payment became due to but
excluding the date such Bank makes such payment, whether before or after
judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any
payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic
Business Day shall be deemed for purposes of the preceding sentence to have been
made on the next succeeding Domestic Business Day.

         (3) If the Borrower shall reimburse the LC Agent for any drawing with
respect to which any Bank shall have made funds available to the LC Agent in
accordance with clause (1) of this subsection (j), the LC Agent shall promptly
upon receipt of such reimbursement distribute to such Bank its Pro Rata Share
thereof, including interest, to the extent received by the LC Agent.

         (k) Exculpatory Provisions. Each Borrower's obligations under this
Section shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the LC Agent, any Bank, the beneficiary of
any Letter of Credit or any other Person. The Borrower assumes all risks of


                                       42
<PAGE>   60

the acts or omissions of any beneficiary of any Letter of Credit with respect to
its use of such Letter of Credit. None of the LC Agent, the Banks and their
respective officers, directors, employees and agents shall be responsible for,
and the obligations of each Bank to make payments to the LC Agent and of the
Borrower to reimburse the LC Agent for drawings pursuant to this Section (other
than obligations resulting solely from the gross negligence or willful
misconduct of the LC Agent) shall not be excused or affected by, among other
things, (i) the use which may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (ii) the
validity, sufficiency or genuineness of documents presented under any Letter of
Credit or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged
(and notwithstanding any assertion to such effect by the Borrower); (iii)
payment by the LC Agent against presentation of documents to it which do not
comply with the terms of the relevant Letter of Credit; (iv) any dispute between
or among the Borrower or the Company or any of its other Subsidiaries, the
beneficiary of any Letter of Credit or any other Person or any claims or
defenses whatsoever of the Borrower or any other Person against the beneficiary
of any Letter of Credit; (v) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or the Company and its Subsidiaries taken as a whole; (vi) any breach
of this Agreement by any party hereto (except, in the case of the LC Agent, a
breach resulting solely from its gross negligence or willful misconduct); (vii)
any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing; (viii) the fact that a Default shall have occurred and be
continuing; or (ix) the fact that the Termination Date shall have passed or the
Commitments shall have terminated. The LC Agent shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit. Any action taken or omitted by the LC Agent or any Bank under or in
connection with any Letter of Credit and the related drafts and documents, if
done without willful misconduct or gross negligence, shall be binding upon the
Borrower and shall not place the LC Agent or any Bank under any liability to the
Borrower.

         (l) Reliance, Etc. The LC Agent shall be entitled (but not obligated)
to rely, and shall be fully protected in relying, on the representation and
warranty by the Company set forth in the last sentence of Section 3.03 to
establish whether the conditions specified in clauses (c), (d) and (e) of
Section 3.03 are met in connection with any issuance or extension of a Letter of
Credit, unless the LC Agent shall have been notified to the contrary by the
Administrative Agent or the Required Banks (in which event the LC Agent shall be
fully protected in relying on such notice). The rights and obligations of the LC
Agent under each Letter of


                                       43
<PAGE>   61

Credit issued by it shall be governed by the provisions thereof and the
provisions of the UCP and/or the Uniform Commercial Code referred to therein or
otherwise applicable thereto.

         (m) Indemnification by the Borrower. The Borrower agrees to indemnify
and hold harmless each Bank and the LC Agent (collectively, the "LC
INDEMNITEES") from and against any and all claims and damages, losses,
liabilities, costs or expenses (including, without limitation, the reasonable
fees and disbursements of counsel) which any such LC Indemnitee may reasonably
incur (or which may be claimed against any such LC Indemnitee by any Person
whatsoever) by reason of or in connection with the execution and delivery or
transfer of or payment or failure to pay under any Letter of Credit or any
actual or proposed use of any Letter of Credit, including any claims, damages,
losses, liabilities, costs or expenses which the LC Agent may incur by reason of
or in connection with the failure of any Bank to fulfill or comply with its
obligations to the LC Agent hereunder; provided that the Borrower shall not be
required to indemnify the LC Agent for any claims, damages, losses, liabilities,
costs or expenses to the extent, but only to the extent, caused by (i) the
willful misconduct or gross negligence of the LC Agent in determining whether a
request presented under any Letter of Credit issued by it complied with the
terms of such Letter of Credit or (ii) the LC Agent's failure to pay under any
Letter of Credit issued by it after the presentation to it of a request strictly
complying with the terms and conditions of such Letter of Credit (unless such
payment is enjoined or otherwise prevented by order of a court or other
governmental authority). Nothing in this subsection (m) is intended to change
the obligations of the Borrower under any other provision of this Section.

         (n) Indemnification by the Banks. The Banks shall, ratably in
accordance with their respective Pro Rata Shares, indemnify the LC Agent, its
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower or any Guarantor) against any cost,
expense (including fees and disbursements of counsel), claim, demand, action,
loss or liability (except such as result from the LC Agent's gross negligence or
willful misconduct or the LC Agent's failure to pay, unless such payment is
enjoined or otherwise prevented by order of a court or other governmental
authority, under any Letter of Credit issued by it after the presentation to it
of a request strictly complying with the terms and conditions of such Letter of
Credit) that any such indemnitee may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitee under this
Agreement.

         (o) Dual Capacities. In its capacity as a Bank, the LC Agent shall have
the same rights and obligations under this Section as any other Bank.


                                       44
<PAGE>   62

         SECTION 2.17. Swingline Loans. (a) Swingline Commitment. The Swingline
Bank agrees, on the terms and conditions set forth in this Agreement, to make
loans to the Company pursuant to this Section from time to time during the
Swingline Loan Availability Period; provided that immediately after each such
loan is made (and after giving effect to any substantially concurrent
application of the proceeds thereof to repay outstanding Loans):

                  (i) the aggregate outstanding principal amount of the
         Swingline Loans shall not exceed the Swingline Commitment,

                  (ii) in the case of each Bank, its Outstanding Committed
         Amount shall not exceed its Commitment, and

                  (iii) the Total Usage shall not exceed the Total Commitments.

Each loan under this Section shall (x) be in a principal amount not less than
$500,000 and shall be in a multiple of $100,000 and (y) bear interest on the
outstanding principal amount thereof for each day from the date such loan is
made until it becomes due at such rate or rates per annum (which shall in no
event be greater than the rate applicable to Base Rate Loans for such day), and
be payable on such dates, as shall be agreed upon from time to time by the
Company and the Swingline Bank. Within the foregoing limits and subject to
Section 2.11(d), the Company may borrow under this Section, repay Swingline
Loans and reborrow under this Section at any time during the Swingline Loan
Availability Period. If the Swingline Bank and the Company are unable, for any
reason, to agree on the interest rate or interest payment date or dates
applicable to any Swingline Loan, the Swingline Bank shall not be obligated to
make, and the Company shall not be obligated to borrow, such Swingline Loan. The
Swingline Loans shall be evidenced by the Swingline Note.

         (b) Notice of Swingline Borrowing. The Company shall give the Swingline
Bank notice (a "NOTICE OF SWINGLINE BORROWING") not later than 2:00 P.M. (New
York City time) on the date of each borrowing of a Swingline Loan, specifying
(i) the date of such borrowing, which shall be a Domestic Business Day, and (ii)
the principal amount of such Swingline Loan.

         (c) Funding of Swingline Loans. Not later than 3:00 P.M. (New York City
time) on the date of each borrowing of a Swingline Loan, the Swingline Bank
shall, unless the Swingline Bank determines that any applicable condition
specified in Article 3 (which determination may, in the case of Section 3.03(c),
be based in part on information supplied by the LC Agent on the date of such
borrowing as to the Aggregate LC Exposure on such date and on information


                                       45
<PAGE>   63

supplied by the Administrative Agent as to the aggregate outstanding principal
amount of the Loans on such date) has not been satisfied, make available the
amount of such Swingline Loan, in Federal or other funds immediately available
in New York City, to the Company at the Swingline Bank's address referred to in
Section 9.01.

         (d) Optional Prepayment of Swingline Loans. The Company may prepay the
Swingline Loans in whole at any time, or from time to time in part in a
principal amount of at least $500,000, by giving notice of such prepayment to
the Swingline Bank not later than 2:00 P.M. (New York City time) on the date of
prepayment and paying the principal amount to be prepaid (together with (i)
interest accrued thereon to the date of prepayment and (ii) the loss or expense
(if any) resulting from such prepayment which is incurred by the Swingline Bank
(or by an existing or prospective participant in the Swingline Loans) and
documented by the Swingline Bank) to the Swingline Bank at its address referred
to in Section 9.01, in Federal or other funds immediately available in New York
City, not later than 3:00 P.M. on the date of prepayment.

         (e) Mandatory Prepayment of Swingline Loans. On the date of each
Borrowing pursuant to Section 2.01 or 2.03, the Company shall prepay all
Swingline Loans then outstanding, together with (x) interest accrued thereon to
the date of prepayment and (y) the loss or expense (if any) resulting from such
prepayment which is incurred by the Swingline Bank (or by an existing or
prospective participant in the Swingline Loans) and documented by the Swingline
Bank.

         (f) Refunding Unpaid Swingline Loans. The Swingline Bank may at any
time, by notice to the Banks (including the Swingline Bank, in its capacity as a
Bank), require each Bank to pay to the Swingline Bank an amount equal to such
Bank's Pro Rata Share of the aggregate unpaid principal amount of the Swingline
Loans then outstanding. Such notice shall specify the date on which such
payments are to be made, which shall be the first Domestic Business Day after
such notice is given. Not later than 12:00 Noon (New York City time) on the date
so specified, each Bank shall pay the amount so notified to it to the Swingline
Bank at its address referred to in Section 9.01, in Federal or other funds
immediately available in New York City. The amount so paid by each Bank shall
constitute a Base Rate Loan to the Company; provided that, if the Banks are
prevented from making such Loans to the Company by the provisions of the United
States Bankruptcy Code or otherwise, the amount so paid by each Bank shall
constitute a purchase by it of a participation in the unpaid principal amount of
the Swingline Loans (and interest accruing thereon after the date of such
payment). Each Bank's obligation to make such payment to the Swingline


                                       46
<PAGE>   64

Bank under this subsection (f) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank or any other
Person may have against the Swingline Bank or the Company, (ii) the occurrence
or continuance of a Default or the termination of the Commitments, (iii) any
adverse change in the condition (financial or otherwise) of the Company or any
other Person, (iv) any breach of this Agreement by any Obligor or any other Bank
or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided that no Bank shall be obligated to
make any payment to the Swingline Bank under this subsection (f) with respect to
a Swingline Loan made by the Swingline Bank at a time when the Swingline Bank
has determined that a Default had occurred and was continuing.

                                    ARTICLE 3

                                   CONDITIONS

         SECTION 3.01. Effective Date. This Amended Agreement shall become
effective on the date (the "EFFECTIVE DATE") on which all of the conditions set
forth in Section 3 of Amendment No. 5 shall have been satisfied. The
Administrative Agent shall promptly notify the Company and the Banks of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

         SECTION 3.02. Consequences of Effectiveness. (a) On the Effective Date,
without further action by any of the parties thereto, the Existing Credit
Agreement will be automatically amended and restated to read as this Amended
Agreement reads.

         (b) Each Loan outstanding under the Existing Credit Agreement on the
Effective Date shall mature as specified in this Amended Agreement. The interest
rates determined in accordance with Section 2.07 of this Amended Agreement shall
be effective on the Effective Date; provided that the interest rate applicable
to each Euro-Dollar Loan outstanding on the Effective Date for each remaining
day during the then current Interest Period applicable thereto shall be the rate
per annum equal to the sum of the Euro-Dollar Margin (as defined in this Amended
Agreement) for such day plus the Adjusted London Interbank Offered Rate
applicable to such Loan for such Interest Period (as determined pursuant to
Section 2.07(c) of the Existing Credit Agreement). Facility fees and letter of
credit fees accrued under the Existing Credit Agreement and unpaid as of the


                                       47
<PAGE>   65

Effective Date will be payable on the first date on which fees are payable in
accordance with Section 2.09.

         (c) On and after the Effective Date, the rights and obligations of the
parties hereto shall be governed by the provisions hereof. The rights and
obligations of the parties to the Existing Credit Agreement with respect to the
period before the Effective Date shall continue to be governed by the provisions
thereof as in effect before the Effective Date.

         SECTION 3.03. Extensions of Credit. The obligation (i) of any Bank to
make a Loan on the occasion of any Borrowing (other than a Loan pursuant to
Section 2.17(f)), (ii) of the Swingline Bank to make any Swingline Loan and
(iii) of the LC Agent to issue or extend (or allow the extension of) the expiry
date of any Letter of Credit are each subject to the satisfaction of the
following conditions:

                  (a) the fact that the Effective Date shall have occurred on or
         prior to June 30, 2001;

                  (b) receipt (i) by the Administrative Agent of a Notice of
         Borrowing as required by Section 2.02 or 2.03, (ii) by the Swingline
         Bank of a Notice of Swingline Borrowing as required by Section 2.17(b)
         or (iii) by the LC Agent of a notice of proposed issuance or extension
         as required by Section 2.16(c) or (e), as the case may be;

                  (c) the fact that, immediately after such Extension of Credit,
         the applicable limitations in Section 2.01, 2.03(f), 2.16(a) or
         2.17(a), as the case may be, shall not be exceeded;

                  (d) the fact that, immediately before and after such Extension
         of Credit, no Default shall have occurred and be continuing; and

                  (e) the fact that each of the representations and warranties
         of the Obligors contained in the Loan Documents shall be true on and as
         of the date of such Extension of Credit.

         Each Extension of Credit hereunder shall be deemed to be a
representation and warranty by the Company on the date of such Extension of
Credit as to the facts specified in clauses (c), (d) and (e) of this Section.


                                       48
<PAGE>   66
                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

         Each Borrower represents and warrants that:

         SECTION 4.01. Corporate Existence and Power. Such Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, except where failures to possess such
licenses, authorizations, consents and approvals could not, in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

         SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by such Borrower of each
Loan Document to which it is a party are within such Borrower's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Company or any of its Subsidiaries or result
in the creation or imposition of any Lien on any asset of the Company or any of
its Subsidiaries.

         SECTION 4.03. Binding Effect. Each Loan Document to which such Borrower
is a party (other than its Notes and its Swingline Note) constitutes a valid and
binding agreement of such Borrower and each of its Notes and its Swingline Note,
when executed and delivered in accordance with this Agreement, will constitute a
valid and binding obligation of such Borrower, in each case enforceable in
accordance with its terms.

         SECTION 4.04. Financial Statements. (a) The consolidated balance sheet
of the Company and its Consolidated Subsidiaries as of February 3, 2001 and the
related consolidated statements of operations, cash flows and shareholders'
equity for the Fiscal Year then ended, reported on by KPMG LLP and set forth in
the Company's 2000 Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such Fiscal Year.


                                       49
<PAGE>   67

         (b) Since February 3, 2001 there has been no material adverse change in
the business, financial position, results of operations or prospects of the
Company and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.05. Litigation. There is no action, suit or proceeding
pending against, or to the knowledge of the Company threatened against or
affecting, the Company or any of its Subsidiaries before any court or arbitrator
or any governmental body, agency or official which could reasonably be expected
to result in a Material Adverse Effect.

         SECTION 4.06. Compliance with Laws. The Company and its Subsidiaries
are in compliance in all material respects with all applicable laws, ordinances,
rules, regulations and binding requirements of governmental authorities, except
where (i) the necessity of compliance therewith is being contested in good faith
by appropriate proceedings or (ii) failure to comply therewith could not, in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

         SECTION 4.07. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or made any amendment
to any Plan, which has resulted or will result in the imposition of a Lien under
Section 412(n) of the Internal Revenue Code or in the incurrence of a
requirement under Section 401(a)(29) of the Internal Revenue Code to post a bond
or other security in order to retain the tax-qualified status of such Plan or
(iii) incurred any liability under Title IV of ERISA other than a liability to
the PBGC for premiums under Section 4007 of ERISA.

         SECTION 4.08. Environmental Matters. To the knowledge of such Borrower,
(i) the Company and its Subsidiaries are in material compliance with all
applicable Environmental Laws, (ii) there are no claims, demands or
investigations against the Company or any of its Subsidiaries by any
governmental authority or other person or entity that may reasonably be expected
to result in material liability for the clean up of materials that have been
released into the environment and (iii) there are no conditions that are
reasonably likely to result in such claims, demands or investigations against
the Company or any of its Subsidiaries, except for failures to comply and
liabilities which, in the aggregate, are unlikely to result in a Material
Adverse Effect.


                                       50
<PAGE>   68

         SECTION 4.09. Taxes. The Company and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any material assessment received by the Company or
any Subsidiary, except taxes and assessments which are not yet delinquent or are
being contested in good faith by appropriate proceedings. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
taxes or other governmental charges are, in the opinion of the Company,
adequate.

         SECTION 4.10. Subsidiaries. (a) Each of the Company's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted,
except where failures to possess such licenses, authorizations, consents and
approvals could not, in the aggregate, reasonably be expected to result in a
Material Adverse Effect.

         (b) The Subsidiary Guarantors are all of the Subsidiaries of the
Company on the Effective Date, other than Foreign Subsidiaries and Immaterial
Subsidiaries.

         SECTION 4.11. Not an Investment Company. Such Borrower is not an
"INVESTMENT COMPANY" within the meaning of the Investment Company Act of 1940,
as amended.

         SECTION 4.12. Full Disclosure. All information (taken as a whole)
heretofore furnished in writing by such Borrower to any Bank for purposes of or
in connection with the Loan Documents or any transaction contemplated thereby
is, and all such information hereafter furnished in writing by such Borrower to
any Bank will be, true in all material respects on the date as of which such
information is stated or certified. Any projections and pro forma financial
information contained in any such writing will be based upon good faith
estimates and assumptions believed by such Borrower to be reasonable at the time
made, it being recognized by the Banks that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ from the projected results.
Such Borrower has disclosed to the Banks in writing any and all facts which
could reasonably be expected to result in a Material Adverse Effect (to the
extent such Borrower can now reasonably foresee, utilizing reasonable
assumptions and the information now actually known to the Company's Responsible
Officers).

         SECTION 4.13. Ranking. The Loans, the Swingline Loans and the
Reimbursement Obligations of such Borrower rank (i) senior to any other Debt of


                                       51
<PAGE>   69

such Borrower with respect to the Collateral pledged by such Borrower, (ii) pari
passu with other unsecured Debt of such Borrower (other than any such Debt
described in clause (iii)) with respect to any assets of such Borrower (other
than the Collateral pledged by such Borrower) and (iii) senior to any other Debt
of such Borrower which by its terms is subordinated thereto.

                                    ARTICLE 5

                                    COVENANTS

         The Company agrees that, so long as any Bank has any Credit Exposure
hereunder, the Swingline Commitment remains in effect or any amount payable
under the Swingline Note remains unpaid:

         SECTION 5.01. Information. The Company will deliver to each of the
Banks:

         (a) as soon as available and in any event within 90 days after the end
of each Fiscal Year, a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such Fiscal Year and the related
consolidated statements of operations, cash flows and shareholders' equity for
such Fiscal Year, setting forth in each case in comparative form the figures as
of the end of and for the previous Fiscal Year, all reported on (without any
qualification that would not be acceptable to the SEC for purposes of filings
under the Exchange Act) by KPMG LLP or other independent public accountants of
nationally recognized standing;

         (b) as soon as available and in any event within 45 days after the end
of each of the first three Fiscal Quarters of each Fiscal Year, a consolidated
condensed balance sheet of the Company and its Consolidated Subsidiaries as of
the end of such Fiscal Quarter, the related consolidated condensed statement of
operations for such Fiscal Quarter and the related consolidated condensed
statements of operations, cash flows and retained earnings for the portion of
the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in
comparative form (i) in the case of such statement of operations, the figures
for the corresponding Fiscal Quarter of the previous Fiscal Year and (ii) in the
case of such statements of operations, cash flows and retained earnings, the
figures for the corresponding portion of the previous Fiscal Year, all certified
(subject to normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by the chief financial
officer or the chief accounting officer of the Company;


                                       52
<PAGE>   70

         (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the
Company's chief financial officer or chief accounting officer (i) setting forth
in reasonable detail the calculations required to establish whether the Company
was in compliance with the requirements of Sections 5.06 to 5.10, inclusive, and
Sections 5.13 to 5.15, inclusive, on the date of such financial statements, (ii)
setting forth (x) if such certificate is being delivered together with each set
of financial statements referred to in clause (a) above, the names of each
Subsidiary of the Company that is an Immaterial Subsidiary as of the last day of
the Fiscal Year with respect to which such financial statements relate and the
calculations required to establish that each such Subsidiary is an Immaterial
Subsidiary and (y) if such certificate is being delivered together with each set
of financial statements referred to in clause (b) above for any Fiscal Quarter
of any Fiscal Year, the names of each Subsidiary of the Company that is an
Immaterial Subsidiary as of the last day of the Fiscal Quarter with respect to
which such financial statements relate and which was not listed as an Immaterial
Subsidiary on previous certificates delivered by the Company pursuant to this
subsection (c) together with financial statements for previous Fiscal Quarters
of such Fiscal Year and the calculations required to establish that each such
Subsidiary is an Immaterial Subsidiary and (iii) stating whether any Default
exists on the date of such certificate and, if any Default then exists, setting
forth the details thereof and the action which the Company is taking or proposes
to take with respect thereto;

         (d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements (i) whether
anything has come to their attention to cause them to believe that any Default
existed on the date of such statements and (ii) confirming the calculations set
forth in the officer's certificate delivered simultaneously therewith pursuant
to clause (c) above;

         (e) as soon as practicable and in any event within 60 days after the
first day of each Fiscal Year, the Company's operating plans and financial
forecasts, including cash flow projections covering proposed fundings,
repayments, additional advances, investments, capital expenditures and other
cash receipts and disbursements, for such Fiscal Year;

         (f) within ten Domestic Business Days after any Responsible Officer of
the Company obtains knowledge of any Default, if such Default is then
continuing, a certificate of the Company's chief financial officer or chief
accounting officer setting forth the details thereof and the action which the
Company is taking or proposes to take with respect thereto;


                                       53
<PAGE>   71

         (g) within ten Domestic Business Days after any Responsible Officer of
the Company obtains knowledge of the commencement of an action, suit or
proceeding against the Company or any Subsidiary before any court or arbitrator
or any governmental body, agency or official which could reasonably be expected
to result in a Material Adverse Effect, or which in any manner draws into
question the validity or enforceability of any Loan Document, a certificate of a
Responsible Officer of the Company setting forth the nature of such pending or
threatened action, suit or proceeding and such additional information with
respect thereto as may be reasonably requested by any Bank;

         (h) within ten Domestic Business Days after any Responsible Officer of
the Company obtains knowledge of any actual or proposed material change in any
material contract arrangements between the Company or any of its Subsidiaries
and any material vendors or suppliers, a certificate of a Responsible Officer of
the Company setting forth the details thereof and the action which the Company
is taking or proposes to take with respect thereto;

         (i) promptly upon the mailing thereof to the shareholders of the
Company generally, copies of all financial statements, reports and proxy
statements so mailed;

         (j) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Company shall have filed with the SEC;

         (k) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "REPORTABLE EVENT" defined in PBGC Regulations
Sections 2615.11(a), .12(a), .14(a), .16(a), .17(a), .21(a), .22(a) or .23(a)
with respect to any Plan, or, with respect to any Plan, gives or is required to
give notice to the PBGC under Section 4043(b)(3) of ERISA or would be required
to give notice under such Section but for the provisions of Section 4043(b)(2)
of ERISA or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC, or that would
be required to be given but for the provisions of Section 4043(b)(2); (ii)
receives notice of complete or partial withdrawal liability under Title IV of
ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent
or has been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or appoint a
trustee to administer,


                                       54
<PAGE>   72

any Plan, a copy of such notice; (iv) applies for a waiver of the minimum
funding standard under Section 412 of the Internal Revenue Code, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA, a copy of such notice; or (vii) fails to make any payment or contribution
to any Plan or Multiemployer Plan or makes any amendment to any Plan or which
has resulted or will result in the imposition of a Lien under Section 412(n) of
the Internal Revenue Code or the incurrence of a requirement under Section
401(a)(29) of the Internal Revenue Code to post a bond or other security in
order to retain the tax-qualified status of such Plan, a certificate of the
Company's chief financial officer or chief accounting officer setting forth
details as to such occurrence and action, if any, which the Company or
applicable member of the ERISA Group has taken or proposes to take; and

         (l) from time to time such additional information regarding the
financial position or business of the Company and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

         SECTION 5.02. Maintenance of Property; Insurance. (a) The Company will
keep, and will cause each Subsidiary to keep, all material properties useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted.

         (b) The Company will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Company or in such Subsidiary's own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts and against at least such
risks (and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a similar
business; provided that such risks may be covered by self-insurance programs
consistent with past practice. The Company will furnish to the Banks, upon
request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

         SECTION 5.03. Conduct of Business and Maintenance of Existence. The
Company will continue, and will cause each Subsidiary to continue, to engage in
business of the same general type as now conducted by the Company and its
Subsidiaries, and will preserve, renew and keep in full force and effect, and
will cause each Subsidiary to preserve, renew and keep in full force and effect
their respective existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business, except
where failures to possess such rights, privileges and franchises could not, in
the aggregate,


                                       55
<PAGE>   73

reasonably be expected to result in a Material Adverse Effect; provided that
nothing in this Section shall prohibit (i) any merger or consolidation permitted
under Section 5.11 or (ii) the termination of the existence of any Immaterial
Subsidiary if the Company in good faith determines that such termination is in
the best interests of the Company and is not materially disadvantageous to the
Banks.

         SECTION 5.04. Compliance with Laws. The Company will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and binding requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder), except where (i) the necessity of compliance
therewith is being contested in good faith by appropriate proceedings or (ii)
failures to comply therewith could not, in the aggregate, reasonably be expected
to result in a Material Adverse Effect.

         SECTION 5.05. Inspection of Property, Books and Records. The Company
will keep, and will cause each Subsidiary (except for Subsidiaries that
constitute Immaterial Subsidiaries) to keep, proper books of record and account
in which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities; and will permit, and
will cause each Subsidiary (except for Subsidiaries that constitute Immaterial
Subsidiaries) to permit, representatives of any Bank at such Bank's expense,
upon reasonable prior notice, to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired.

         SECTION 5.06. Negative Pledge. (a) Neither the Company nor any
Subsidiary will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except (subject to the last sentence of this
subsection (a)):

                  (i) Liens existing on the Effective Date securing (i) any Debt
         described in clause (iv) of the definition of Debt outstanding on the
         date of this Agreement in an aggregate principal or face amount not
         exceeding $50,000,000 and listed on Schedule 5.06 and (ii) other Debt
         outstanding on the date of this Agreement in an aggregate principal or
         face amount not exceeding $10,000,000;

                 (ii) any Lien on any asset (or improvement thereon) securing
         Debt (including without limitation any Debt described in clause (iv) of
         the definition of Debt) incurred or assumed solely for the purpose of


                                       56
<PAGE>   74

         financing all or any part of the cost of acquiring such asset (or
         improvement thereon), provided that (x) such Lien attaches to such
         asset (or improvement thereon) concurrently with or within 90 days
         after the acquisition thereof and (y) the aggregate principal or face
         amount of Debt secured by Liens incurred in reliance on this clause
         (ii) shall not exceed $50,000,000;

                (iii) any Lien existing on any asset of any corporation at the
         time such corporation becomes a Subsidiary and not created in
         contemplation of such event;

                 (iv) any Lien on any asset of any corporation existing at the
         time such corporation is merged or consolidated with or into the
         Company or a Subsidiary and not created in contemplation of such event;

                  (v) any Lien existing on any asset prior to the acquisition
         (whether by purchase, merger or otherwise) thereof by the Company or a
         Subsidiary and not created in contemplation of such acquisition;

                 (vi) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that such Debt is
         not increased and is not secured by any additional assets;

                (vii) Liens not securing Debt and consisting of (i) zoning
         restrictions, easements, covenants and other restrictions on the use of
         any interest of real property, minor irregularities or defects of title
         and similar encumbrances on any interest in real property incurred or
         suffered in the ordinary course of business, (y) statutory or
         contractual Liens of landlords, Liens of carriers, warehousemen,
         mechanics and materialmen and other similar Liens, in each case
         incurred in the ordinary course of business for sums not yet due or the
         payment of which is not delinquent or which are being contested in good
         faith by appropriate proceedings and (z) Liens consisting of a mortgage
         on Store 1127 located in Miami, Florida and a mortgage on the Champs
         office located in Bradenton, Florida, in each case securing obligations
         of the Borrower outstanding on the Effective Date;

               (viii) Liens (other than Liens described in clause (vii)) arising
         in the ordinary course of its business which (x) do not secure Debt,
         (y) do not secure any single obligation or series of related
         obligations in an amount exceeding $5,000,000 and (z) do not in the
         aggregate materially


                                       57
<PAGE>   75

         detract from the value of its assets or materially impair the use
         thereof in the operation of its business; and

                 (ix) Liens not otherwise permitted by the foregoing clauses of
         this Section securing Debt of any Subsidiary (other than a Subsidiary
         Borrower) permitted under Section 5.09; provided that the aggregate
         principal or face amount of Debt of all Subsidiaries secured by Liens
         incurred in reliance on this clause (ix) shall not exceed $10,000,000.

         Neither the Company nor any Subsidiary will create, assume or suffer to
exist any Lien on any Collateral (or any asset that will constitute "Collateral"
upon execution of the Collateral Documents), except as permitted by the
Collateral Documents or any inventory now owned or hereafter acquired by it,
other than (1) any Lien arising by operation of law and permitted by subsections
(a)(vii) and (a)(viii) and (2) solely with respect to any Collateral, the Lien
created under the Collateral Document pursuant to which such Collateral is
purportedly pledged.

         (b) Neither the Company nor any of its Subsidiaries will enter into any
agreement with any Person which prohibits or limits the ability of the Company
or any Subsidiary to create, incur, assume or suffer to exist any Lien securing
the obligations of the Obligors under the Loan Documents upon any of its
property, assets or revenues, whether now owned or hereafter acquired (any such
agreement, a "NEGATIVE PLEDGE") and which is more restrictive than the Negative
Pledge set forth in the Indenture; provided that nothing in this subsection (b)
shall be construed to prohibit the Company or any of its Subsidiaries from
entering in the ordinary course of business into supply contracts, purchase
contracts and leaseholds with respect to real property containing in each case
customary non-assignment provisions.

         SECTION 5.07. Minimum Consolidated Tangible Net Worth. Consolidated
Tangible Net Worth will at no time be less than the sum of (i) $875,000,000 plus
(ii) for each Fiscal Quarter ended at or prior to such time (but after February
3, 2001), 50% of the consolidated net income of the Company and its Consolidated
Subsidiaries for such Fiscal Quarter (if greater than zero).

         SECTION 5.08. Leverage Ratio. On any date, the ratio of (i)
Consolidated Debt on such date to (ii) EBITDA for the period of four consecutive
Fiscal Quarters ended on or most recently prior to such date, shall not exceed
2.00:1.

         SECTION 5.09. Limitation on Debt of Subsidiaries. The total Debt of all
Subsidiaries (excluding (i) Debt owed to the Company or to another Subsidiary,
(ii) Debt under the Guarantee Agreement, (iii) Debt of any Subsidiary Guarantor


                                       58
<PAGE>   76

consisting of a Guarantee of non-contingent reimbursement obligations of the
Company under trade letters of credit (other than any Letter of Credit) which
reimbursement obligations are outstanding no more than one Domestic Business
Day, (iv) Debt of any Subsidiary Guarantor consisting of a Guarantee of any
unsecured Debt of the Company outstanding at February 3, 2001 and reflected on
the balance sheet of the Company at February 3, 2001, so long as the obligations
of such Subsidiary Guarantor under such Guarantee are subordinated to the
obligations of such Subsidiary Guarantor under the Loan Documents on customary
capital markets terms approved by the bank affiliate of each Lead Arranger and
(v) the Loans and the Swingline Loans made to any Subsidiary Borrower and the
Reimbursement Obligations of any Subsidiary Borrower) will not at any time
exceed $50,000,000.

         SECTION 5.10. Fixed Charge Coverage Ratio. At the end of each Fiscal
Quarter during the periods listed below, the Fixed Charge Coverage Ratio will
not be less than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
     ------------------------------------------------------------------

     FISCAL QUARTER                                       MINIMUM RATIO
     ------------------------------------------------------------------
     <S>                                                 <C>
     Second Fiscal Quarter 2001 through
     Third Fiscal Quarter 2002                               1.40:1
     ------------------------------------------------------------------

     Fourth Fiscal Quarter 2002 through
     Third Fiscal Quarter 2003                               1.60:1
     ------------------------------------------------------------------

     Thereafter                                              1.70:1
     ------------------------------------------------------------------
</TABLE>

         SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Company
will not, and will not permit any of its Subsidiaries to, consolidate or merge
with or into any other Person; provided that (i) the Company may merge with
another Person if (x) the Company is the corporation surviving such merger and
(y) unless such other Person was a Subsidiary Guarantor immediately prior to
giving effect to such merger, immediately after giving effect to such merger no
Default shall have occurred and be continuing and (ii) any Subsidiary may merge
with another Person if (x) a Subsidiary is the survivor to such merger, (y) if
such Subsidiary was a Subsidiary Guarantor immediately prior to giving effect to
such merger, the survivor to such merger is a Subsidiary Guarantor (and, if the
survivor was not a Subsidiary Guarantor immediately prior to giving effect to
such merger and is a Foreign Subsidiary, the Administrative Agent shall have
received evidence reasonably satisfactory to it that the obligations of such
Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in the
jurisdictions in which such Subsidiary Guarantor holds assets and conducts its
operations) and (z) if such Subsidiary was a Subsidiary Borrower immediately


                                       59
<PAGE>   77

prior to giving effect to such merger, such Subsidiary Borrower is the survivor
to such merger. The Company and its Subsidiaries will not sell, lease or
otherwise transfer, directly or indirectly (1) all or substantially all of the
assets of the Company and its Subsidiaries, taken as a whole, to any other
Person, (2) any assets of the Company or any Subsidiary Guarantor to any
Subsidiary that is not a Subsidiary Guarantor, except in the ordinary course of
business or (3) all or any substantial part of the Foot Locker Business or the
Champs Business to any other Person; provided that the foregoing limitations
shall not apply to sales of inventory or sales and other dispositions of surplus
assets, in each case in the ordinary course of business. For purposes of this
Section 5.11, "FOOT LOCKER BUSINESS" means the operations of the Company and its
Subsidiaries conducted in North America under the names "Foot Locker", "Lady
Foot Locker", "Kids Foot Locker" and "World Foot Locker" (including the stock of
any Subsidiary through which any such operations are conducted and the tangible
and intangible assets held by any such Subsidiary) and "CHAMPS BUSINESS" means
the operations of the Company and its Subsidiaries conducted in North America
under the name "Champs Sports" (including the stock of any Subsidiary through
which any such operations are conducted and the tangible and intangible assets
held by any such Subsidiary).

         SECTION 5.12. Use of Proceeds. The proceeds of the Loans and the
Swingline Loans made under this Agreement will be used by the Borrowers (i) to
finance their working capital; (ii) to finance Consolidated Capital Expenditures
to the extent permitted under Section 5.13; and (iii) for general corporate
purposes. No part of the proceeds of any Loans and Swingline Loans will be used,
directly or indirectly, for any purpose that entails a violation of any of the
regulations of the Board of Governors of the Federal Reserve System, including
without limitation Regulations U and X.

         SECTION 5.13. Limitation on Capital Expenditures. Consolidated Capital
Expenditures will not, for any Fiscal Year, exceed the sum of (i) $165,000,000
plus (ii) the lesser of (x) $50,000,000 and (y) 50% of the sum (if positive) of
(a) net cash (if any) provided by operating activities of continuing operations
of the Company and its Consolidated Subsidiaries in the prior Fiscal Year
(calculated in the same manner as the amounts shown as "NET CASH PROVIDED BY
OPERATING ACTIVITIES OF CONTINUING OPERATIONS" under the heading "FROM OPERATING
ACTIVITIES" on page 30 of the Company's annual report incorporated by reference
in the Company's 2000 Form 10-K), minus (b) Consolidated Capital Expenditures
for the prior Fiscal Year, minus (c) the total aggregate principal and face
amount of Debt of the Company and its Consolidated Subsidiaries which will be
required to be amortized during the current Fiscal Year, plus (d) the Net Cash
Proceeds of any Equity Issuance (not to include convertible debt securities
prior to their conversion as equity) during the prior Fiscal Year.


                                       60
<PAGE>   78

         SECTION 5.14. Investments and Business Acquisitions. Neither the
Company nor any Subsidiary will hold, make or acquire any Investment in any
Person or make any Business Acquisition other than:

                  (a) Investments in existence on the Effective Date in an
         aggregate amount not to exceed $9,000,000;

                  (b) (i) any Investment in Persons which are Subsidiaries
         immediately prior to the making of such Investment and (ii) any
         Investment in the Company; provided that any Investment by the Company
         or a Subsidiary Guarantor in a Subsidiary that is not a Subsidiary
         Guarantor shall be permitted pursuant to this clause (b) only if
         consummated in the ordinary course of business;

                  (c) Temporary Cash Investments;

                  (d) Investments consisting of seller notes received as
         consideration with respect to the sale or other disposition of The San
         Francisco Music Box Company, the Northern Group or the Company's
         hospitality group (including its Burger King franchises) (any such sale
         or other transfer, a "Specified Sale"); provided that the aggregate
         principal face amount of such Investments outstanding at any time
         received by the Company and its Subsidiaries in connection with the
         Specified Sales and held in reliance on this clause (d) will not, at
         any point, exceed 55 percent of the aggregate purchase price paid with
         respect to all Specified Sales that have occurred (exclusive of
         earnouts and other contingent payments, whether in cash or in kind);
         and

         (e) any Investment not otherwise permitted by the foregoing clauses of
this Section and any Business Acquisition if (x) the aggregate amount of any
single such Investment or Business Acquisition (or series of related Investments
or Business Acquisitions) does not exceed $20,000,000, (y) immediately after any
such Investment or Business Acquisition is made or acquired, the aggregate
amount (without duplication) of all Investments and Business Acquisitions made
in reliance on this clause (e) does not exceed $75,000,000, at any time
outstanding and (z) solely with respect to any Business Acquisition, immediately
after giving effect to such Business Acquisition, (1) the Company would be in
pro forma compliance with the covenants set forth in Sections 5.08, 5.09, 5.10
and 5.13 (calculated giving effect to any Debt to be incurred or assumed by the
Company and its Subsidiaries in connection with such Business Acquisition and
assuming that such Business Acquisition was consummated in the first day of the
most recent fiscal period with respect to which each covenant is calculated) and
(2) together with the delivery of the financial statements pursuant to Section


                                       61
<PAGE>   79

5.01(c) with respect to the month in which such Business Acquisition was
consummated, the Company shall have delivered to the Administrative Agent a
certificate of a Responsible Officer certifying such pro forma compliance and
showing in reasonable detail the calculation thereof.

         SECTION 5.15. Restricted Payments. Neither the Company nor any
Subsidiary will declare or make any Restricted Payment on any date (with respect
to any proposed Restricted Payment, a "MEASUREMENT DATE") unless (i) immediately
before and after giving effect thereto, no Default has occurred and is
continuing, (ii) the Fixed Charge Coverage Ratio for the period of four
consecutive Fiscal Quarters most recently ended prior to the relevant
Measurement Date and with respect to which the Company has delivered the
financial statements required to be delivered by it pursuant to Section 5.01(a)
or (b), as the case may be, is at least 2.5:1 and (iii) the aggregate amount of
Restricted Payments made since February 3, 2001 does not exceed 20% of the
consolidated net income of the Company and its Consolidated Subsidiaries for the
period from and including February 3, 2001 to and including the last day of the
Fiscal Quarter most recently ended prior to the relevant Measurement Date
(treated as a single accounting period); provided that regardless of whether the
conditions set forth in clauses (i) through (iii) are satisfied, the Company may
make Restricted Payments consisting of (1) repurchases of its common stock
pursuant to employee stock plans in an aggregate amount not to exceed $2,000,000
in any Fiscal Year; (2) payments in respect of shareholders rights plans in an
aggregate amount not to exceed $1,750,000.

         SECTION 5.16. Transactions with Affiliates. The Company will not, and
will not permit any Subsidiary to, directly or indirectly, (i) pay any funds to
or for the account of any Affiliate, (ii) make any investment in any Affiliate
(whether by acquisition of stock or indebtedness, by loan, advance, transfer of
property, guarantee or other agreement to pay, purchase or service, directly or
indirectly, any Debt, or otherwise), (iii) lease, sell, transfer or otherwise
dispose of any assets, tangible or intangible, to any Affiliate, or (iv)
participate in, or effect, any transaction with any Affiliate, except in each
case on an arms-length basis on terms at least as favorable to the Company or
such Subsidiary as could have been obtained from a third party that was not an
Affiliate; provided that the foregoing provisions of this Section shall not
prohibit any such Person from declaring or paying any lawful dividend or other
payment ratably in respect of all its capital stock of the relevant class so
long as, after giving effect thereto, no Default shall have occurred and be
continuing (including without limitation pursuant to Section 5.15).

         SECTION 5.17. Additional Guarantors. The Company shall cause (x) any
Person which becomes a Subsidiary (other than, subject to clause (z), any
Foreign


                                       62
<PAGE>   80

Subsidiary or any Immaterial Subsidiary) after the date hereof, (y) any
Immaterial Subsidiary (other than, subject to clause (z), any Foreign
Subsidiary) that ceases to be an Immaterial Subsidiary after the date hereof and
(z) any Foreign Subsidiary and any Immaterial Subsidiary that has entered into,
or is proposing to enter into, a Guarantee of any other Debt of the Company or
any of its Subsidiaries, including without limitation any Debt of the Company
described in clause (v) of the parenthetical set forth in Section 5.09 (other
than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any
of its Subsidiaries that is a Foreign Subsidiary) to (i) enter into the
Guarantee Agreement, (ii) become bound by the Pledge Agreement and the Security
Agreement and, if applicable, enter into such additional agreements or
instruments, each in form and substance satisfactory to the Administrative
Agent, as may be necessary or desirable in order to grant a perfected first
priority interest upon all of the Collateral purportedly pledged by such
Subsidiary pursuant to the Pledge Agreement and the Security Agreement (subject
to Liens on such Collateral permitted by the last sentence of Section 5.06(a))
and (iii) deliver such certificates, evidences of corporate or other
organizational actions, notations and registrations, financing statements,
opinions of counsel, powers of attorney and other documents relating thereto as
the Administrative Agent may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent, in each case within (x) ten
days after the date on which the relevant event described in clauses (x), (y) or
(z) occurs, in the case of entering into the Guarantee Agreement and becoming
bound by the Pledge Agreement and the Security Agreement and (y) within 30 days
after the date on which the relevant event described in clauses (x), (y) or (z)
occurs, in the case of the other actions described in this Section.

         SECTION 5.18. Collateral Documents. If at any time after the Effective
Date the Company or any of its Subsidiaries (other than any Foreign Subsidiary)
acquires any ownership interest (other than a leasehold interest) in real
property with a fair market value in excess of $2,000,000, the Company will, or
will cause such Subsidiary to, enter into a mortgage and such other agreements,
each in form and substance satisfactory to the Administrative Agent, as may be
necessary or desirable in order to grant the Administrative Agent, for the
benefit of the Bank Parties, a perfected first priority mortgage Lien on such
ownership interest (subject to Liens on Collateral permitted by the last
sentence of Section 5.06(a)); provided that neither the Company nor any of its
Subsidiaries shall be required to grant any Lien pursuant to this Section so
long as doing so would trigger a requirement to equally and ratably secure
securities issued under the Indenture. Together with the execution of any
mortgage pursuant to this subsection, the Company will, or will cause its
Subsidiaries to, deliver such real property surveys, certificates, evidences of
corporate or other organizational actions, notations and registrations,
financing statements, opinions of counsel, powers of attorney and other
documents relating thereto as the Administrative Agent may reasonably request,
all in form and substance reasonably satisfactory to the Administrative Agent.



                                       63
<PAGE>   81

                                    ARTICLE 6

                                    DEFAULTS

         SECTION 6.01. Events of Defaults. If one or more of the following
events ("EVENTS OF DEFAULT") shall have occurred and be continuing:

                  (a) any Borrower shall fail (i) to pay any principal of any
         Loan, Swingline Loan or Reimbursement Obligation when due or (ii) to
         pay any interest on any Loan, Swingline Loan or Reimbursement
         Obligation, any fees or any other amount payable hereunder within two
         Domestic Business Days after the due date thereof;

                  (b) the Company shall fail to observe or perform any covenant
         contained in Sections 5.03 (as it relates to maintenance of existence)
         and Section 5.06 to 5.18, inclusive;

                  (c) any Obligor shall fail to observe or perform any covenant
         or agreement contained in this Agreement (other than those covered by
         clause (a) or (b) above) or any other Loan Document for 30 days after
         written notice thereof has been given to the Company by the
         Administrative Agent at the request of any Requesting Banks;

                  (d) any representation, warranty, certification or statement
         made (or deemed made) by any Obligor in any Loan Document or in any
         certificate, financial statement or other document delivered pursuant
         to any Loan Document shall prove to have been incorrect in any material
         respect when made (or deemed made);

                  (e) the Company and/or any of its Subsidiaries shall fail to
         pay, when due or within any applicable grace period, any amount payable
         in respect of any Material Debt;

                  (f) any event or condition shall occur which results in the
         acceleration of the maturity of any Material Debt or enables the holder
         of such Debt or any Person acting on such holder's behalf to accelerate
         the maturity thereof;

                  (g) any of the Company or one or more Subsidiaries (unless
         such Subsidiaries are Immaterial Subsidiaries) shall commence a
         voluntary case or other proceeding seeking liquidation, reorganization
         or other relief with respect to itself or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other


                                       64
<PAGE>   82

         similar official of it or any of its assets, or shall consent to any
         such relief or to the appointment of any such official or to any such
         official taking possession of any of its assets, or shall make a
         general assignment for the benefit of creditors, or shall state that it
         is unable to pay its debts generally as they become due, or shall take
         any corporate action to authorize any of the foregoing;

                  (h) an involuntary case or other proceeding shall be commenced
         against the Company or one or more Subsidiaries (unless such
         Subsidiaries constitute Immaterial Subsidiaries), in each case seeking
         liquidation, reorganization or other relief with respect to it or its
         debts under any bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any of its
         assets, and such involuntary case or other proceeding shall remain
         undismissed and unstayed for a period of 60 days; or an order for
         relief shall be entered against the Company or any Subsidiary under the
         federal bankruptcy laws as now or hereafter in effect;

                  (i) any member of the ERISA Group shall fail to pay when due
         an amount or amounts aggregating in excess of $10,000,000 which it
         shall have become liable to pay under Title IV of ERISA; or notice of
         intent to terminate a Material Plan (except for any termination under
         Section 4041(b) of ERISA) shall be filed under Title IV of ERISA by any
         member of the ERISA Group, any plan administrator or any combination of
         the foregoing; or the PBGC shall institute proceedings under Title IV
         of ERISA to terminate, to impose liability (other than for premiums
         under Section 4007 of ERISA) in respect of, or to cause a trustee to be
         appointed to administer, any Material Plan; or a condition shall exist
         by reason of which the PBGC would be entitled to obtain a decree
         adjudicating that any Material Plan must be terminated; or there shall
         occur a complete or partial withdrawal from, or a default, within the
         meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more members of the ERISA
         Group to incur a current payment obligation in excess of $10,000,000;

                  (j) a judgment or order for the payment of money in excess of
         $10,000,000 shall be rendered against the Company or any Subsidiary and
         such judgment or order shall continue unsatisfied and unstayed for a
         period of 10 days;


                                       65
<PAGE>   83

                  (k) any person or group of persons (within the meaning of
         Section 13 or 14 of the Exchange Act) shall have acquired beneficial
         ownership (within the meaning of Rule 13d-3 promulgated by the SEC
         under said Act) of 20% or more of the outstanding shares of common
         stock of the Company; or Continuing Directors shall cease to constitute
         a majority of the board of directors of the Company;

                  (l) the Guarantee granted by any Subsidiary Guarantor pursuant
         to the Guarantee Agreement or the Guarantee granted by the Company
         pursuant to Article 10 hereof shall cease for any reason to be in full
         force and effect (other than a result of the release of such Guarantee
         with respect to any Subsidiary Guarantor or the Company, as the case
         may be, pursuant to the release provisions contained therein), or any
         Obligor shall so assert in writing; or

                  (m) (i) any Lien created by any Collateral Document shall at
         any time on or after such Collateral Document has been executed fail to
         constitute a valid and perfected Lien on all the Collateral purported
         to be subject thereto, securing the obligations purported to be secured
         thereby (other than (x) to the extent attributable to the failure of
         the Administrative Agent to maintain possession of any Collateral
         possession of which is necessary in order to perfect such Lien or (y) a
         result of the release of such Lien with respect to any Collateral
         pursuant to the release provisions contained in the relevant Collateral
         Document) or (ii) any Obligor shall so assert in writing;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Company terminate the Commitments and the Swingline Commitment and they
shall thereupon terminate, and (ii) if requested by Banks holding more than 50%
in aggregate principal amount of the Loans, by notice to the Company declare the
Loans and Swingline Loans (together with accrued interest thereon) to be, and
the Loans and Swingline Loans (together with accrued interest thereon) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Borrower; provided that if any Event of Default specified in clause (g) or (h)
above occurs with respect to any Borrower, then without any notice to any
Borrower or any other act by the Administrative Agent or the Banks, the
Commitments and the Swingline Commitment shall thereupon terminate and the Loans
and Swingline Loans (together with accrued interest thereon) shall become
immediately due and payable without presentment,


                                       66
<PAGE>   84

demand, protest or other notice of any kind, all of which are hereby waived by
each Borrower.

         SECTION 6.02. Notice of Default. The Administrative Agent shall give
notice to the Company under Section 6.01(c) promptly upon being requested to do
so by any Requesting Banks and shall thereupon notify all the Banks thereof.

         SECTION 6.03. Cash Cover. The Borrowers agree, in addition to the
provisions of Section 6.01, that upon the occurrence and during the continuance
of any Event of Default, they shall, if requested by the LC Agent upon the
instruction of the Required Banks, deposit in the LC Collateral Account an
amount in immediately available funds equal to the aggregate amount available
for drawing under all Letters of Credit then outstanding at such time, provided
that, upon the occurrence of any Event of Default specified in clause (g) or (h)
of Section 6.01 with respect to any Borrower, each Borrower shall deposit such
amount forthwith without any notice or demand or any other act by the LC Agent
or the Banks.

                                    ARTICLE 7

       THE ADMINISTRATIVE AGENT, LEAD ARRANGERS, CO-DOCUMENTATION AGENTS,
                      CO-SYNDICATION AGENTS AND CO-AGENTS

         SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Administrative Agent and the Lead Arrangers to take
such action as agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent or the Lead Arrangers by
the terms thereof, together with all such powers as are reasonably incidental
thereto.

         SECTION 7.02. Agents and Affiliates. Each Bank acting as an Agent,
Co-Agent, Lead Arranger or Swingline Bank in connection with the Loan Documents
or the credit facility provided hereby shall have the same rights and powers
under this Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not so acting. Each Bank so acting, and
each of their respective affiliates, may accept deposits from, lend money to,
and generally engage in any kind of business with, the Company or any Subsidiary
or affiliate of the Company as if it were not so acting.

         SECTION 7.03. Obligations of the Co-Agents, Co-Documentation Agents and
Co-Syndication Agents. The Co-Agents, Co-Documentation Agents and Co-


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<PAGE>   85

Syndication Agents, in their capacities as such, shall have no duties,
obligations or liabilities of any kind hereunder.

         SECTION 7.04. Obligations of Administrative Agent and Lead Arrangers .
The obligations of the Administrative Agent, the Lead Arrangers and the
affiliates of each Lead Arranger under the Loan Documents are only those
expressly set forth therein. Without limiting the generality of the foregoing,
the Administrative Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article 6.

         SECTION 7.05. Consultation with Experts. The Administrative Agent, each
Lead Arranger, the LC Agent and the affiliates of each Lead Arranger may consult
with legal counsel (who may be counsel for any Obligor), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.06. Liability of Agents and Lead Arrangers. None of the
Co-Documentation Agents, Co-Syndication Agents, the Administrative Agent, any
Lead Arranger, their respective affiliates or their respective directors,
officers, agents or employees shall be liable for any action taken or not taken
in connection herewith (i) with the consent or at the request of the Required
Banks or (ii) in the absence of its own gross negligence or willful misconduct.
None of the Co-Documentation Agents, Co-Syndication Agents, the Administrative
Agent, any Lead Arranger, their respective affiliates or their respective
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any Extension of
Credit; (ii) the performance or observance of any of the covenants or agreements
of any Obligor; (iii) the satisfaction of any condition specified in Article 3
except, in the case of the Administrative Agent, receipt of items required to be
delivered to it; (iv) the validity, effectiveness or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
or (v) the existence, validity or sufficiency of any Collateral. The LC Agent
shall not incur any liability by acting in reliance upon information supplied by
the Administrative Agent as to the Total Usage at any time (including Loans to
be made pursuant to Notices of Borrowing theretofore received by the
Administrative Agent). The Administrative Agent shall not incur any liability by
acting in reliance upon (i) information supplied to it by the LC Agent as to the
Aggregate LC Exposure at any time or (ii) any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.


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<PAGE>   86

         SECTION 7.07. Indemnification. The Banks shall, ratably in accordance
with their respective Credit Exposures, indemnify the Administrative Agent and
the Lead Arrangers and their respective affiliates, directors, officers, agents
and employees (to the extent not reimbursed by the Obligors) against any cost,
expense (including counsel fees and disbursements), claim, demand, action, loss
or liability (except such as result from such indemnitees' gross negligence or
willful misconduct) that such indemnitees may suffer or incur in connection with
the Loan Documents or any action taken or omitted by such indemnitees
thereunder.

         SECTION 7.08. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Lead Arrangers or any Bank Party,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Bank
also acknowledges that it will, independently and without reliance upon the Lead
Arrangers or any Bank Party, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under this Agreement.

         SECTION 7.09. Successor Administrative Agent. The Administrative Agent
may resign at any time by giving notice thereof to the Banks and the Company,
such resignation to be effective when a successor Administrative Agent is
appointed pursuant to this Section and accepts such appointment. Upon receiving
any such notice of resignation, the Required Banks shall have the right to
appoint a successor Administrative Agent, subject to the approval of the Company
(unless an Event of Default shall have occurred and be continuing at the time of
such appointment, in which case the Company's approval will not be required). If
no successor Administrative Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the other Banks, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of its appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation hereunder, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent.


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<PAGE>   87

         SECTION 7.10. Administrative Agent's Fees. The Company shall pay to the
Administrative Agent for its account, fees in the amounts and at the times
previously agreed upon between the Company and the Administrative Agent.

                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar Loan
or Money Market LIBOR Loan:

                  (a) the Administrative Agent is advised by the Euro-Dollar
         Reference Banks that deposits in dollars (in the applicable amounts)
         are not being offered to the Euro-Dollar Reference Banks in the
         relevant market for such Interest Period, or

                  (b) in the case of Euro-Dollar Loans, Banks having 50% or more
         of the aggregate principal amount of the affected Loans advise the
         Administrative Agent that the Adjusted London Interbank Offered Rate,
         as the case may be, as determined by the Administrative Agent will not
         adequately and fairly reflect the cost to such Banks of funding their
         Euro-Dollar Loans, as the case may be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Company and
the Banks, whereupon until the Administrative Agent notifies the Company that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans, or to continue such Loans
for an additional Interest Period, or to convert outstanding Loans into
Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan
shall be converted into a Base Rate Loan on the last day of the then current
Interest Period applicable thereto. Unless the Borrower notifies the
Administrative Agent at least two Domestic Business Days before the date of any
affected Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, (i) if such affected Borrowing is a
Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate
Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR Borrowing,
the Money Market LIBOR Loans comprising such Borrowing shall bear interest for
each day from and including the first day to but excluding the last day of the
Interest Period applicable thereto at the Base Rate for such day.


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<PAGE>   88

         SECTION 8.02. Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency, shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans to
any Borrower and such Bank shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Banks and
the Company, whereupon until such Bank notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Bank to make Euro-Dollar Loans to such
Borrower, to continue Euro-Dollar Loans to such Borrower for an additional
Interest Period or to convert outstanding Loans of such Borrower into
Euro-Dollar Loans, shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding to such Borrower shall be converted to a Base Rate
Loan either (i) on the last day of the then current Interest Period applicable
to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund
such Loan to such day or (ii) immediately if such Bank shall determine that it
may not lawfully continue to maintain and fund such Loan to such day.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or Swingline Loan or Letter
of Credit or any obligation to make Committed Loans or Swingline Loans or
participate in Letters of Credit or (y) the date of the related Money Market
Quote, in the case of any Money Market Loan, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or regulation, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) or the Swingline Bank with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency, shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any
such requirement included in an applicable Euro-Dollar Reserve Percentage),
special deposit, insurance assessment or similar requirement against assets of,


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<PAGE>   89

deposits with or for the account of, or credit extended by, any Bank (or its
Applicable Lending Office) or the Swingline Bank or shall impose on any Bank (or
its Applicable Lending Office) or the Swingline Bank or on the United States
market for certificates of deposit or the London interbank market any other
condition affecting its Fixed Rate Loans, its Note, its Swingline Loans, its
Swingline Note, its obligation to make Fixed Rate Loans or Swingline Loans or
its obligation to participate in any Letter of Credit and the result of any of
the foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or participating in any
Letter of Credit or increase the cost to the Swingline Bank of making or
maintaining any Swingline Loan or to reduce the amount of any sum received or
receivable by such Bank (or its Applicable Lending Office) or the Swingline Bank
under this Agreement or under its Note or Swingline Note with respect thereto,
by an amount deemed by such Bank or the Swingline Bank to be material, then,
within 15 days after receiving a request by such Bank or the Swingline Bank for
compensation under this subsection, accompanied by a certificate complying with
subsection (e) of this Section (with a copy to the Administrative Agent), the
relevant Borrower shall, subject to subsection (f) of this Section, pay to such
Bank or the Swingline Bank such additional amount or amounts as will compensate
such Bank or the Swingline Bank for such increased cost or reduction.

         (b) If, on or after the date hereof, the adoption of any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the LC Agent with any
request or directive (whether or not having the force of law) made on or after
the date of this Agreement by any such authority, central bank or comparable
agency, shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System), special deposit, insurance assessment or similar
requirement against any Letter of Credit issued by the LC Agent or shall impose
on the LC Agent any other condition affecting its Letters of Credit or its
obligation to issue Letters of Credit and the result of any of the foregoing is
to increase the cost to the LC Agent of issuing any Letter of Credit or to
reduce the amount of any sum received or receivable by the LC Agent under this
Agreement with respect thereto, by an amount deemed by the LC Agent to be
material, then, within 15 days after demand by the LC Agent (with a copy to the
Administrative Agent), the relevant Borrower shall pay to the LC Agent such
additional amount or amounts as will compensate the LC Agent for such increased
cost or reduction.


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<PAGE>   90

         (c) If any Bank, the Swingline Bank or the LC Agent shall have
determined that, after the date hereof, the adoption of any applicable law, rule
or regulation regarding capital adequacy, or any change in any such law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on capital of such Bank, the Swingline Bank or the LC Agent, as
the case may be (or its Parent), as a consequence of its obligations hereunder
to a level below that which such Bank, the Swingline Bank or the LC Agent, as
the case may be (or its Parent), could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by it to be material, then from
time to time, within 15 days after receiving a request by such Bank, the
Swingline Bank or the LC Agent, as the case may be, for compensation under this
subsection, accompanied by a certificate complying with subsection (e) of this
Section (with a copy to the Administrative Agent), the Company shall, subject to
subsection (f) of this Section, pay to such Bank, the Swingline Bank or the LC
Agent, as the case may be, such additional amount or amounts as will compensate
it (or its Parent) for such reduction.

         (d) Each Bank, the Swingline Bank and the LC Agent will promptly notify
the Company and the Administrative Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle it to compensation pursuant
to this Section and will designate a different Applicable Lending Office or LC
Office if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in its judgment, be otherwise disadvantageous to
it. If a Bank, the Swingline Bank or the LC Agent fails to notify the Company of
any such event within 180 days after such event occurs, it shall not be entitled
to compensation under this Section for any effect of such event arising more
than 180 days before it does notify the Company thereof.

         (e) Each request by a Bank, the Swingline Bank or the LC Agent for
compensation under this Section shall be accompanied by a certificate, signed by
one of its authorized employees, setting forth in reasonable detail (i) the
basis for claiming such compensation, (ii) the additional amount or amounts to
be paid to it hereunder and (iii) the method of calculating such amount or
amounts, which certificate shall be conclusive in the absence of manifest error.
In determining such amount, such Bank, the Swingline Bank or the LC Agent may
use any reasonable averaging and attribution methods.


                                      73
<PAGE>   91

         (f) Notwithstanding any other provision of this Section, none of the
Banks, the Swingline Bank and the LC Agent shall be entitled to compensation
under subsection (a), (b) or (c) of this Section if it is not then its general
practice to demand compensation in similar circumstances under comparable
provisions of other credit agreements.

         SECTION 8.04. Taxes. (a) For purposes of this Section 8.04, the
following terms have the following meanings:

         "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by any
Borrower pursuant to the Loan Documents, and all liabilities with respect
thereto, excluding (i) in the case of each Bank Party, taxes imposed on or
measured by its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which it is organized or qualified to do business
(but only if the taxes are imposed solely because such Bank Party is qualified
to do business in such jurisdiction without regard to any Loan) or in which its
principal executive office is located or in which its Applicable Lending Office
or LC Office is located and (ii) in the case of each Bank, any United States
withholding tax imposed on such payments other than such withholding tax imposed
as a result of a change in treaty, law or regulation occurring after a Bank
first becomes subject to this Agreement.

         "OTHER TAXES" means any present or future stamp, documentary or
mortgage recording taxes and any other excise or property taxes, or similar
charges or levies, which arise from any payment made pursuant to the Loan
Documents or from the execution, delivery or enforcement of, or otherwise with
respect to, the Loan Documents.

         (b) Each payment by a Borrower to or for the account of any Bank Party
under any Loan Document shall be made without deduction for any Taxes or Other
Taxes; provided that, if a Borrower shall be required by law to deduct any Taxes
or Other Taxes from any such payment, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 8.04) such Bank Party
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) such Borrower
shall furnish to the Administrative Agent, at its address referred to in Section
9.01, the original or a certified copy of a receipt evidencing payment thereof.


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<PAGE>   92

         (c) The relevant Borrower agrees to indemnify each Bank Party for the
full amount of any Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.04) paid by such Bank Party and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
provided that such Borrower shall not indemnify any Bank Party for any penalties
or interest on any Taxes or Other Taxes accrued during the period between the
15th day after such Bank Party has received a notice from the jurisdiction
asserting such Taxes or Other Taxes and such later day on which such Bank Party
has informed such Borrower of the receipt of such notice. This indemnification
shall be paid within 15 days after such Bank Party makes demand therefor.

         (d) Each Bank Party organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank Party listed on the signature pages hereof
and on or prior to the date on which it becomes a Bank Party in the case of each
other Bank Party, and from time to time thereafter if requested in writing by
the Company (but only so long as such Bank Party remains lawfully able to do
so), shall provide the Company with Internal Revenue Service Form 1001 or 4224,
as appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Bank Party is entitled to benefits under an income
tax treaty to which the United States is a party which exempts such Bank Party
from United States withholding tax or reduces the rate of withholding tax on
payments of interest for the account of such Bank Party or certifying that the
income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States.

         (e) For any period with respect to which a Bank Party has failed to
provide the Company with the appropriate form as required by Section 8.04(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be
provided), such Bank Party shall not be entitled to indemnification under
Section 8.04(b) or (c) with respect to Taxes (including penalties, interest and
expenses) imposed by the United States; provided that if a Bank Party, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrowers shall take such steps as such Bank Party shall reasonably request
to assist such Bank Party to recover such Taxes.

         (f) If any Borrower is required to pay additional amounts to or for the
account of any Bank Party pursuant to this Section 8.04, then such Bank Party
will change the jurisdiction of its Applicable Lending Office or LC Office if,
in


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<PAGE>   93

the judgment of such Bank Party, such change (i) will eliminate or reduce any
such additional payment which may thereafter accrue and (ii) is not otherwise
disadvantageous to such Bank Party.

         (g) If a Bank Party receives a notice from a taxing authority asserting
any Taxes or Other Taxes for which any Borrower is required to indemnify such
Bank Party under Section 8.04(c), it shall furnish to such Borrower a copy of
such notice no later than 90 days after the receipt thereof. If such Bank Party
has failed to furnish a copy of such notice to such Borrower within such 90-day
period as required by this Section 8.04(g), such Borrower shall not be required
to indemnify such Bank Party for any such Taxes or Other Taxes (including
penalties, interest and expenses thereon) arising between the 90th day after
such Bank Party has received such notice and the day on which such Bank Party
has furnished to such Borrower a copy of such notice.

         SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans
to any Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03 or 8.04 with respect to its Euro-Dollar
Loans to any Borrower and, in either case, the Company shall, by at least five
Euro-Dollar Business Days' prior notice to such Bank through the Administrative
Agent, have elected that the provisions of this Section shall apply to such
Bank, then, unless and until such Bank notifies the Company that the
circumstances giving rise to such suspension or demand for compensation no
longer exist, all Loans to such Borrower which would otherwise be made by such
Bank as (or continued as or converted into) Euro-Dollar Loans, as the case may
be, shall instead be Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks). If such Bank notifies the Company that the circumstances giving rise to
such notice no longer apply, the principal amount of each such Base Rate Loan
shall be converted into a Euro-Dollar Loan, as the case may be, on the first day
of the next succeeding Interest Period applicable to the related Euro-Dollar
Loans of the other Banks.

         SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank
to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii)
any Bank has demanded compensation under Section 8.03 or 8.04, the Company shall
have the right, with the assistance of the Administrative Agent, to seek a
mutually satisfactory substitute bank or banks (which may be one or more of the
Banks) to replace such Bank. Any substitution under this Section 8.06 may be
accomplished, at the Company's option, either (i) by the replaced Bank assigning
its rights and obligations hereunder to the replacement bank or banks pursuant
to Section 9.06(c) at a mutually agreeable price or (ii) by the Company
prepaying all


                                       76
<PAGE>   94

outstanding Loans from the replaced Bank and terminating its Commitment on a
date specified in a notice delivered to the Administrative Agent and the
replaced Bank at least three Euro-Dollar Business Days before the date so
specified (and compensating such Bank for any resulting funding losses as
provided in Section 2.14) and concurrently the replacement bank or banks
assuming a Commitment in an amount equal to the Commitment being terminated and
making Loans in the same aggregate amount and having the same maturity date or
dates, respectively, as the Committed Loans being prepaid, all pursuant to
documents reasonably satisfactory to the Administrative Agent (and in the case
of any document to be signed by the replaced Bank, reasonably satisfactory to
such Bank). No such substitution shall relieve the Borrowers of their obligation
to compensate and/or indemnify the replaced Bank as required by Sections 8.03
and 8.04 with respect to the period before it is replaced and to pay all accrued
interest, accrued fees and other amounts owing to the replaced Bank hereunder.

                                    ARTICLE 9

                                  MISCELLANEOUS

         SECTION 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party: (a)
in the case of any Borrower, the LC Agent, the Swingline Bank or the
Administrative Agent, at its address, facsimile number or telex number set forth
on the signature pages hereof, (b) in the case of any Lead Arranger or its
affiliate, at its address, facsimile number or telex number set forth on the
signature pages hereof, (c) in the case of any Bank, at its address, facsimile
number or telex number set forth in its Administrative Questionnaire or (d) in
the case of any party, such other address, facsimile number or telex number as
such party may hereafter specify for such purpose by notice to the
Administrative Agent and the Company. Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (iii) if given by mail, three Domestic Business Days
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, or (iv) if given by any other means, when
delivered at the address specified in this Section; provided that notices to the
Administrative Agent under Article 2 or Article 8 and notices to the LC Agent or
the Swingline Bank under Article 2 shall not be effective until received.


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<PAGE>   95

         SECTION 9.02. No Waivers. No failure or delay by any Bank Party in
exercising any right, power or privilege under any Loan Document shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies provided in the Loan Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.03. Expenses; Indemnification. (a) The Company shall pay (i)
all reasonable out-of-pocket expenses of the Lead Arrangers and their
affiliates, including reasonable fees and disbursements of special counsel, in
connection with the negotiation and preparation of the Loan Documents, (ii) all
reasonable out-of-pocket expenses of the Lead Arrangers, the Administrative
Agent and the affiliates of each Lead Arranger, including reasonable fees and
disbursements of special counsel and reasonable fees and disbursements of
accountants and any other advisors to the Lead Arrangers, the Administrative
Agent and the affiliates of each Lead Arranger, in connection with the
administration of the Loan Documents, any waiver or consent thereunder or any
amendment thereof or any Default or alleged Default thereunder and (iii) if an
Event of Default occurs, all out-of-pocket expenses incurred by the Lead
Arrangers and each Bank Party including (without duplication) the fees and
disbursements of special counsel and the allocated cost of internal counsel and
the fees and disbursements of accountants and any other advisors to the Lead
Arrangers or any Bank Party, in connection with any collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

         (b) The Company agrees to indemnify each Bank Party, their respective
affiliates and the respective directors, officers, agents and employees of the
foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of the Loan Documents or any actual or proposed use of
proceeds of Loans or Letters of Credit hereunder; provided that no Indemnitee
shall have the right to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.

         SECTION 9.04. Sharing of Set-offs. (a) Each Bank agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest that
has become due with respect to the Loans held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and


                                       78
<PAGE>   96

interest that has become due with respect to the Loans held by such other Bank,
the Bank receiving such proportionately greater payment shall purchase such
participations in the Loans held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Loans held by the Banks shall be shared by the
Banks pro rata.

         (b) Each Bank further agrees that if it shall, by exercising any right
of set-off or counterclaim or otherwise, receive payment of a proportion of the
aggregate amount of the principal of and interest on the Reimbursement
Obligations held by it or for its account which is greater than the proportion
received in respect of the aggregate amount of the principal of and interest on
the Reimbursement Obligations held by or for the account of any other Bank, the
Bank receiving such proportionately greater payment shall purchase such
participations in the aggregate amount of the principal of and interest on the
Reimbursement Obligations held by or for the account of the other Banks, and
such other adjustments shall be made, as may be required so that all such
payments of the aggregate amount of the principal of and interest on the
Reimbursement Obligations held by or for the account of the Banks shall be
shared by them pro rata.

         (c) Nothing in this Section shall impair the right of any Bank to
exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the relevant
Borrower other than its indebtedness hereunder.

         (d) Each Borrower agrees, to the fullest extent it may effectively do
so under applicable law, that any holder of a participation in a Loan, Swingline
Loan or Reimbursement Obligation, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other
rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of such Borrower in the amount of such
participation.

         SECTION 9.05. Amendments and Waivers. (a) Any provision of this
Agreement, the Notes or the Swingline Note may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the Borrowers and
the Required Banks (and, if the rights or duties of the Administrative Agent,
the LC Agent, the Swingline Bank, or the Lead Arrangers and their affiliates are
affected thereby, by the Administrative Agent, the LC Agent, the Swingline Bank,
or the Lead Arrangers and their affiliates, as the case may be); provided that
no such amendment or waiver shall, unless signed by all the Banks, (i) increase
or decrease the Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional


                                       79
<PAGE>   97

obligation, (ii) reduce the principal of or rate of interest on any Loan or
Swingline Loan or any fees hereunder, (iii) postpone the date fixed for any
payment of principal of or interest on any Loan or Swingline Loan or any fees
hereunder or for the termination of any Commitment, (iv) reduce the principal of
or rate of interest on any Reimbursement Obligation, (v) postpone the date fixed
for payment by the Borrower of any Reimbursement Obligation or extend the expiry
date of any Letter of Credit to a date later than the fifth Domestic Business
Day prior to the Termination Date, (vi) unless signed by the Swingline Bank,
increase the Swingline Commitment, postpone the date fixed for termination of
the Swingline Commitment or otherwise affect any of its rights and obligations,
(vii) release the Company from its obligations under Article 10 hereof, or (vii)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Loans, or the number of Banks, which shall be required for the
Banks or any of them to take any action under this Section or any other
provision of this Agreement (including without limitation subsection (b) of this
Section 9.05).

         (b) Any provision of the Collateral Documents or the Guarantee
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by each Obligor party thereto and the Administrative
Agent with the consent of the Required Banks; provided that no such amendment or
waiver shall, unless signed by each Obligor party thereto and the Administrative
Agent with the consent of all the Banks, (i) effect or permit a release of all
or substantially all of the Collateral, or (ii) release all or substantially all
of the Obligors from their obligations under the Guarantee Agreement or permit
termination of the Guarantee Agreement, except in each case as expressly
permitted by the terms thereof.

         SECTION 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no Borrower may assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of each Bank, the LC Agent and the Swingline Bank; provided that
(w) upon the consummation of any Asset Sale (or any sale or other disposition
described in clause (iv) of the definition of Asset Sale) permitted by the terms
of this Agreement and consisting of the disposition of all of the capital stock
of a Subsidiary Borrower (any such transaction, a "SUBSIDIARY BORROWER ASSET
SALE"), (x) if applicable, application of the proceeds of such Subsidiary
Borrower Asset Sale in accordance with the provisions of this Agreement, (y)
release of such Subsidiary Borrower from its obligations under any Guarantee of
any other Debt of the Company or any of its Subsidiaries (including without
limitation any Debt of the Company described in clause (v) of the parenthetical
set forth in Section 5.09 of this Agreement) (or automatic termination of the
obligations of such Subsidiary Borrower under any such Guarantee) and (z)
repayment in full of


                                       80
<PAGE>   98

all outstanding Loans made to such Subsidiary Borrower and all Reimbursement
Obligations owed by such Subsidiary Borrower and cancellation or termination of
all Letters of Credit issued for its account (or the assumption on the terms set
forth in this Agreement by the Company or any other Borrower under the Credit
Agreement of the reimbursement obligations with respect to such Letters of
Credit), such Subsidiary Borrower shall be released from its obligations
hereunder (and such release shall not require the consent of any Bank Party).

         (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans or all or any part of its LC Exposure. If any Bank
grants a participating interest to a Participant, whether or not upon notice to
any of the Borrowers or the Administrative Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, such Bank shall
remain the holder of its Loans or LC Exposure, as the case may be, and the
Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrowers hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (i), (ii), (iii), (iv)
or (v) of Section 9.05(a) or clause (i) or (ii) of Section 9.05(b) without the
consent of the Participant. Each Borrower agrees that each Participant shall, to
the extent provided in its participation agreement, be entitled to the benefits
of Article 8 with respect to its participating interest. An assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a participating
interest granted in accordance with this subsection (b).

         (c) Any Bank may, in the ordinary course of its business and in
accordance with applicable law, at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment of not less than $5,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit I hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consents of the Company,
the LC Agent, the Swingline Bank and the Administrative Agent (which consents
shall not be unreasonably withheld); provided that (i) such consents shall not
be required if the Assignee is an affiliate of such transferor Bank or was a
Bank immediately prior to such assignment or if, at the time of the


                                       81
<PAGE>   99

proposed assignment, an Event of Default has occurred and is continuing; (ii)
such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans and (iii) the $5,000,000 minimum
amount specified above for a partial assignment of the transferor Bank's rights
and obligations shall not apply if the Assignee was a Bank immediately prior to
such assignment. Upon execution and delivery of such instrument and payment by
such Assignee to such transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Assignee, such Assignee shall be a
Bank party to this Agreement and shall have all the rights and obligations of a
Bank with a Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder (and its
Commitment shall be reduced) to a corresponding extent, and no further consent
or action by any party shall be required. Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Bank, the
Administrative Agent and the Borrowers shall make appropriate arrangements so
that, if required, new Notes are issued to the Assignee. In connection with any
such assignment, the transferor Bank shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $3,500;
provided that the Company shall pay such administrative fee if such assignment
is required by the Company pursuant to Section 8.06. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Administrative Agent certification as
to exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.04.

         (d) Any Bank or Swingline Bank may at any time assign all or any
portion of its rights under this Agreement and its Notes or Swingline Notes, as
the case may be, to a Federal Reserve Bank. No such assignment shall release the
transferor Bank or Swingline Bank from its obligations hereunder.

         (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Company's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

         SECTION 9.07. No-Reliance on Margin Stock. Each of the Banks represents
to the Administrative Agent and each of the other Banks that it in good faith is
not relying upon any "MARGIN STOCK" (as defined in Regulation U) as


                                       82
<PAGE>   100

collateral in the extension or maintenance of the credit provided for in this
Agreement.

         SECTION 9.08. Governing Law; Submission to Jurisdiction. (a) Each
Letter of Credit and Section 2.16 shall be subject to the UCP, and, to the
extent not inconsistent therewith, the laws of the State of New York.

         (b) SUBJECT TO CLAUSE (a) OF THIS SECTION, EACH LOAN DOCUMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (c) Each Borrower hereby submits to the nonexclusive jurisdiction of
the United States District Court for the Southern District of New York and of
any New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to any Loan Document or the transactions
contemplated thereby. Each Borrower irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

         SECTION 9.09. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR TRANSACTIONS CONTEMPLATED
THEREBY.

         SECTION 9.11. Judgment Currency. If for the purposes of enforcing the
obligations of any Borrower hereunder it is necessary to convert a sum due from
such Person in U.S. dollars ("dollars") into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Agent and the Banks could purchase dollars with such currency at
or about 11:00 A.M. (New York City time) on the Domestic Business Day preceding
that on which final judgment is given. The obligations in respect of any sum due
to the Agent and the Banks hereunder shall, notwithstanding any adjudication
expressed in a currency other than dollars, be discharged only to the extent
that on the Domestic Business Day following receipt by the Agent and the Banks
of any sum adjudged to be so due in such other currency the Agent and the


                                       83
<PAGE>   101

Banks may in accordance with normal banking procedures purchase dollars with
such other currency; if the amount of dollars so purchased is less than the sum
originally due to the Agent and the Banks in dollars, each Borrower agrees, to
the fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such adjudication, to indemnify the Agent and the Banks
against such loss, and if the amount of dollars so purchased exceeds the sum
originally due to the Agent and the Banks, it shall remit such excess to such
Borrower.

                                   ARTICLE 10

                                    GUARANTY

         SECTION 10.01. The Guaranty. The Company hereby unconditionally
guarantees the full and punctual payment when due (whether at stated maturity,
upon acceleration or otherwise) of the principal of and interest on each Loan
made to any Subsidiary Borrower pursuant to this Agreement, and the full and
punctual payment of all other amounts payable by any Subsidiary Borrower under
the Loan Documents to which it is a party. Upon failure by any Subsidiary
Borrower to pay punctually any such amount when due, the Company shall forthwith
on demand pay the amount not so paid at the place and in the manner specified in
this Agreement.

         SECTION 10.02. Guaranty Unconditional. The obligations of the Company
under this Article 10 shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                  (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any obligation of any Subsidiary Borrower under
         the Loan Documents to which it is a party, by operation of law or
         otherwise;

                  (b) any modification or amendment of or supplement to any Loan
         Document;

                  (c) any release, impairment, non-perfection or invalidity of
         any direct or indirect security for any obligation of any Subsidiary
         Borrower under any Loan Document to which it is a party;

                  (d) any change in the corporate existence, structure or
         ownership of any Subsidiary Borrower, or any bankruptcy, insolvency,


                                       84
<PAGE>   102

         reorganization or other similar proceeding affecting any Subsidiary
         Borrower or its assets or any resulting release or discharge of any
         obligation of any Subsidiary Borrower contained in any Loan Document to
         which it is a party;

                  (e) the existence of any claim, set-off or other rights which
         the Company may have at any time against any Subsidiary Borrower, the
         Administrative Agent, any Bank or any other Person, whether in
         connection with the Loan Documents or any unrelated transactions,
         provided that nothing herein shall prevent the assertion of any such
         claim by separate suit or compulsory counterclaim;

                  (f) any invalidity or unenforceability relating to or against
         any Subsidiary Borrower for any reason of any Loan Document to which it
         is a party, or any provision of applicable law or regulation purporting
         to prohibit the payment by any Subsidiary Borrower of the principal of
         or interest on any of its Notes or any other amount payable by it under
         any Loan Document to which it is a party; or

                  (g) any other act or omission to act or delay of any kind by
         any Subsidiary Borrower, the Administrative Agent, any Bank or any
         other Person or any other circumstance whatsoever which might, but for
         the provisions of this Section, constitute a legal or equitable
         discharge of the Company's obligations hereunder.

         SECTION 10.03. Discharge Only Upon Payment In Full; Reinstatement In
Certain Circumstances. The Company's obligations under this Article 10 shall
remain in full force and effect until the Commitments shall have terminated, all
Letters of Credit shall have terminated or been canceled (unless such Letters of
Credit have been fully cash collateralized pursuant to arrangements satisfactory
to the LC Agent, or back-stopped by a separate letter of credit, in form and
substance and issued by an issuer satisfactory to the LC Agent) and the
principal of and interest on the Loans and the Swingline Loans made to each
Subsidiary Borrower, the Reimbursement Obligations of each Subsidiary Borrower
and all other amounts payable by each Subsidiary Borrower under the Loan
Documents shall have been paid in full. If at any time any payment of the
principal of or interest on any Loan or Swingline Loan made to any Subsidiary
Borrower or any Reimbursement Obligation of such Subsidiary Borrower or other
amount payable by such Subsidiary Borrower under the Loan Documents is rescinded
or must be otherwise restored or returned upon the bankruptcy, insolvency or
reorganization of such Subsidiary Borrower or otherwise, the Company's
obligations hereunder


                                       85
<PAGE>   103

with respect to such payment shall be reinstated at such time as though such
payment had been due but not made at such time.

         SECTION 10.04. Waiver by the Company. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any Subsidiary Borrower or any other Person.

         SECTION 10.05. Subrogation. Upon making full payment with respect to
any obligation of any Subsidiary Borrower under this Article 10, the Company
shall be subrogated to the rights of the payee against such Subsidiary Borrower
with respect to such obligation; provided that the Company shall not enforce any
payment by way of subrogation against such Subsidiary Borrower so long as (i)
any Bank has any Commitment hereunder, (ii) any Letter of Credit is outstanding
or (iii) any amount payable by any Subsidiary Borrower hereunder remains unpaid.

         SECTION 10.06. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by any Subsidiary Borrower under the Loan
Documents is stayed upon any bankruptcy, insolvency or reorganization of such
Subsidiary Borrower or otherwise, all such amounts otherwise subject to
acceleration under the terms of this Agreement shall nonetheless be payable by
the Company hereunder forthwith on demand by the Administrative Agent made at
the request of the Required Banks.


                                       86
<PAGE>   104

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


                                    VENATOR GROUP, INC.


                                    By
                                      ------------------------------------------
                                    Name:
                                    Title:
                                    Facsimile number:


                                    FOOTLOCKER.COM, INC.


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


                                    VENATOR GROUP RETAIL, INC.


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


                                    TEAM EDITION APPAREL, INC.


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


                                       87
<PAGE>   105

                                    NORTHERN REFLECTIONS INC.


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


                                    VENATOR GROUP SPECIALTY, INC.


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


                                    THE SAN FRANCISCO MUSIC BOX COMPANY


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


                                    FOOT LOCKER EUROPE B.V.


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



                                    FOOT LOCKER AUSTRALIA, INC.


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


                                       88
<PAGE>   106

                                    VENATOR GROUP CANADA INC.


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


                                       89
<PAGE>   107

                                    J.P. MORGAN SECURITIES, INC.


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


                                    BNY CAPITAL MARKETS, INC.


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


                                    MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK


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



                                    BANK OF AMERICA, N.A., successor by merger
                                      to Bank of America National Trust and
                                      Savings Association


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

                                    THE BANK OF NEW YORK


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


                                       90
<PAGE>   108

                                    THE BANK OF NOVA SCOTIA


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


                                    BANK OF TOKYO-MITSUBISHI TRUST
                                      COMPANY


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


                                    TORONTO DOMINION (NEW YORK), INC.


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


                                    COMMERZBANK AG, NEW YORK BRANCH


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


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


                                       91
<PAGE>   109


                                    CREDIT LYONNAIS NEW YORK BRANCH


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


                                    DEUTSCHE BANK AG, NEW YORK BRANCH
                                       AND/OR CAYMAN ISLANDS BRANCH


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


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


                                    KEYBANK NATIONAL ASSOCIATION


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



                                    WELLS FARGO BANK, NATIONAL
                                       ASSOCIATION


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


                                       92
<PAGE>   110

                                    UNION BANK OF CALIFORNIA, N.A.


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


                                       93
<PAGE>   111

                                    THE BANK OF NEW YORK, as Administrative
                                      Agent, LC Agent and Swingline Bank


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


                                       94
<PAGE>   112

                               COMMITMENT SCHEDULE

<TABLE>
<CAPTION>
Bank                                                           Commitment
----                                                          ------------
<S>                                                           <C>
Morgan Guaranty Trust Company of New York                     $ 28,500,000

The Bank of New York                                          $ 24,510,000

Bank of America, N.A., successor by merger to
Bank of America National Trust and Savings
Association                                                   $ 35,910,000

The Bank of Nova Scotia                                       $ 17,860,000

Bank of Tokyo-Mitsubishi Trust Company                        $ 17,860,000

Toronto-Dominion (New York), Inc.                             $ 14,060,000

Commerzbank AG, New York and/or Grand
Cayman Branches                                               $  9,500,000

Credit Lyonnais New York Branch                               $  9,500,000

Deutsche Bank AG, New York and/or Cayman
Islands Branch                                                $  9,500,000

KeyBank National Association                                  $  9,500,000

Wells Fargo Bank, N.A.                                        $  9,500,000

Union Bank of California, N.A.                                $  3,800,000
</TABLE>


                                       95
<PAGE>   113

                                PRICING SCHEDULE

         The "EURO-DOLLAR MARGIN", "LC FEE RATE" and "FACILITY FEE RATE" for any
day are the respective percentages per annum set forth in the table below in the
applicable row under the column corresponding to the Pricing Level that applies
on such day:

<TABLE>
<CAPTION>
                                   Level I         Level II        Level III       Level IV         Level V
         Pricing Level
         --------------------------------------------------------------------------------------------------
         <S>                        <C>            <C>             <C>             <C>              <C>
         Euro-Dollar
         Margin and LC
         Fee Rate                   1.625%           1.75%           2.00%          2.125%           2.25%

         If Utilization
         is 50% or less

         If Utiliza-
         tion exceeds 50%           1.875%           2.00%           2.25%          2.375%           2.50%

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

         Facility Fee Rate          0.375%           0.50%           0.50%          0.625%           0.75%
</TABLE>

         "BASE RATE MARGIN" means, on any day, (i) the Euro-Dollar Margin for
such day minus (i) 1.00%.

         For purposes of this Schedule, the following terms have the following
meanings:

         "FIXED CHARGE COVERAGE RATIO" means, as of any day, the ratio, at the
last day of the most recently ended Fiscal Quarter for which financial
statements have been delivered in accordance with the Amended Agreement, of (i)
the sum of EBIT plus 1/3 of Annual Rent Expense, in each case for the four
consecutive Fiscal Quarters then ended, to (ii) the sum of Interest Expense plus
1/3 of Annual Rent Expense, in each case for the same four consecutive Fiscal
Quarters; provided that during any period when financial statements have not
been delivered in accordance with the Amended Agreement, the Fixed Charge
Coverage Ratio shall be deemed to be less than 1.75:1.

         "LEVEL I PRICING" applies on any day on which the Fixed Charge Coverage


                                       96
<PAGE>   114

Ratio is greater than or equal to 2.5:1.

         "LEVEL II PRICING" applies on any day on which the Fixed Charge
Coverage Ratio is greater than or equal to 2.25:1 and Level I Pricing does not
apply.

         "LEVEL III PRICING" applies on any day on which the Fixed Charge
Coverage Ratio is greater than or equal to 2.00:1 and neither Level I Pricing
nor Level II Pricing applies.

         "LEVEL IV PRICING" applies on any day on which the Fixed Charge
Coverage Ratio is greater than or equal to 1.75:1 and none of Level I Pricing,
Level II Pricing or Level III Pricing applies.

         "LEVEL V PRICING" applies on any day on which no other Pricing Level
applies.

         "PRICING LEVEL" refers to the determination of which of Level I
Pricing, Level II Pricing, Level III Pricing, Level IV Pricing or Level V
Pricing applies on any day.

         "TOTAL COMMITMENTS" means, at any time, the aggregate amount of the
Commitments (whether used or unused) at such time.

         "TOTAL USAGE" means, at any time, the sum of (i) the aggregate
outstanding principal amount of all Loans and Swingline Loans and (ii) the
Aggregate LC Exposure, all determined at such time.

         "UTILIZATION" means at any date the percentage equivalent of a fraction
(i) the numerator of which is the Total Usage at such date, after giving effect
to any borrowing or repayment on such date, and (ii) the denominator of which is
the Total Commitments at such date, after giving effect to any reduction of the
Commitments on such date. For purposes of this Schedule, if for any reason any
Bank has any Credit Exposure after the Commitments terminate, the Utilization on
and after the date of such termination shall be deemed to exceed 50%.

         Notwithstanding the foregoing, the Pricing Level shall not be less than
Level IV Pricing from the effectiveness of the Amended Agreement and for each
day thereafter through the end of the first Fiscal Quarter of 2002.


                                       97