<PAGE>
                                                                    EXHIBIT 10.1


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                                CREDIT AGREEMENT

                          dated as of October 16, 2001,

                                  by and among

                         PERFORMANCE FOOD GROUP COMPANY,

                                  as Borrower,

                         the Lenders referred to herein,

                           FIRST UNION NATIONAL BANK,
                             as Administrative Agent

                                       and

                       MERRILL LYNCH CAPITAL CORPORATION,
                              As Syndication Agent


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<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                           <C>
ARTICLE I  DEFINITIONS.....................................................    1

SECTION 1.1    Definitions.................................................    1
SECTION 1.2    General.....................................................   15
SECTION 1.3    Other Definitions and Provisions............................   15


ARTICLE II  REVOLVING CREDIT FACILITY......................................   16

SECTION 2.1    Revolving Credit Loans......................................   16
SECTION 2.2    Swingline Loans.............................................   16
SECTION 2.3    Procedure for Advances of Revolving Credit and Swingline
                 Loans.....................................................   17
SECTION 2.4    Repayment of Loans..........................................   18
SECTION 2.5    Notes.......................................................   19
SECTION 2.6    Voluntary Reduction of the Aggregate Commitment.............   19
SECTION 2.7    Termination of Facility.....................................   20
SECTION 2.8    Increase in the Aggregate Commitment........................   21
SECTION 2.9    Use of Proceeds.............................................   21


ARTICLE III  LETTER OF CREDIT FACILITY.....................................   21

SECTION 3.1    L/C Commitment..............................................   21
SECTION 3.2    Procedure for Issuance of Letters of Credit.................   21
SECTION 3.3    Commissions and Other Charges...............................   22
SECTION 3.4    L/C Participations..........................................   22
SECTION 3.5    Reimbursement Obligation of the Borrower....................   23
SECTION 3.6    Obligations Absolute........................................   24
SECTION 3.7    Effect of Application.......................................   24
SECTION 3.8    Letters of Credit Issued Pursuant to the Existing Facility..   24


ARTICLE IV  GENERAL LOAN PROVISIONS........................................   25

SECTION 4.1    Interest....................................................   25
SECTION 4.2    Notice and Manner of Conversion or Continuation of Loans....   27
SECTION 4.3    Fees........................................................   27
SECTION 4.4    Manner of Payment...........................................   28
SECTION 4.5    Crediting of Payments and Proceeds..........................   29
SECTION 4.6    Adjustments.................................................   29
SECTION 4.7    Nature of Obligations of Lenders Regarding Extensions of
                 Credit; Assumption by the Administrative Agent............   30
SECTION 4.8    Changed Circumstances.......................................   30
SECTION 4.9    Indemnity...................................................   32
SECTION 4.10   Capital Requirements........................................   32
SECTION 4.11   Taxes.......................................................   33
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                           <C>
SECTION 4.12   Mitigation of Obligations; Replacement of Lenders...........   35


ARTICLE V  CLOSING; CONDITIONS OF CLOSING AND BORROWING....................   36

SECTION 5.1    Closing.....................................................   36
SECTION 5.2    Conditions to Closing and Initial Extensions of Credit......   36
SECTION 5.3    Conditions to All Extensions of Credit......................   39
SECTION 5.4    Post-Closing Conditions.....................................   39


ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE BORROWER.................   41

SECTION 6.1    Representations and Warranties..............................   41
SECTION 6.2    Survival of Representations and Warranties, Etc.............   47


ARTICLE VII  FINANCIAL INFORMATION AND NOTICES.............................   48

SECTION 7.1    Financial Statements and Projections........................   48
SECTION 7.2    Officer's Compliance Certificate............................   49
SECTION 7.3    Accountants' Certificate....................................   49
SECTION 7.4    Other Reports...............................................   49
SECTION 7.5    Notice of Litigation and Other Matters......................   49
SECTION 7.6    Accuracy of Information.....................................   50


ARTICLE VIII  AFFIRMATIVE COVENANTS........................................   51

SECTION 8.1    Preservation of Corporate Existence and Related Matters.....   51
SECTION 8.2    Maintenance of Property.....................................   51
SECTION 8.3    Insurance...................................................   51
SECTION 8.4    Accounting Methods and Financial Records....................   51
SECTION 8.5    Payment and Performance of Obligations......................   51
SECTION 8.6    Compliance With Laws and Approvals..........................   52
SECTION 8.7    Environmental Laws..........................................   52
SECTION 8.8    Compliance with ERISA.......................................   52
SECTION 8.9    Compliance With Agreements..................................   52
SECTION 8.10   Conduct of Business.........................................   52
SECTION 8.11   Visits and Inspections......................................   53
SECTION 8.12   Additional Subsidiaries.....................................   53
SECTION 8.13   Further Assurances..........................................   53


ARTICLE IX  FINANCIAL COVENANTS............................................   53

SECTION 9.1    Senior Leverage Ratio.......................................   53
SECTION 9.2    Interest and Rental Expense Coverage Ratio..................   53
SECTION 9.3    Minimum Net Worth...........................................   54
SECTION 9.4    Leverage Ratio..............................................   54
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE X  NEGATIVE COVENANTS..............................................   54

SECTION 10.1   Limitations on Total Debt...................................   54
SECTION 10.2   Limitations on Guaranty Obligations.........................   55
SECTION 10.3   Limitations on Liens........................................   56
SECTION 10.4   Limitations on Loans, Advances, Investments and Acquisitions   57
SECTION 10.5   Limitations on Mergers and Liquidation......................   59
SECTION 10.6   Limitations on Sale of Assets...............................   59
SECTION 10.7   Limitations on Dividends and Distributions..................   60
SECTION 10.8   Limitations on Exchange and Issuance of Capital Stock.......   60
SECTION 10.9   Transactions with Affiliates................................   60
SECTION 10.10  Certain Accounting Changes; Organizational Documents........   60
SECTION 10.11  Amendments; Payments and Prepayments of Debt................   61
SECTION 10.12  Restrictive Agreements......................................   61


ARTICLE XI  DEFAULT AND REMEDIES...........................................   61

SECTION 11.1   Events of Default...........................................   61
SECTION 11.2   Remedies....................................................   64
SECTION 11.3   Rights and Remedies Cumulative; Non-Waiver; etc.............   65


ARTICLE XII  THE AGENTS....................................................   65

SECTION 12.1   Appointment.................................................   65
SECTION 12.2   Delegation of Duties........................................   66
SECTION 12.3   Exculpatory Provisions......................................   66
SECTION 12.4   Reliance by the Agents......................................   66
SECTION 12.5   Notice of Default...........................................   66
SECTION 12.6   Non-Reliance on the Agents and Other Lenders................   67
SECTION 12.7   Indemnification.............................................   67
SECTION 12.8   The Agents in Their Individual Capacity.....................   68
SECTION 12.9   Resignation of any Agent; Successor Administrative Agent....   68


ARTICLE XIII  MISCELLANEOUS................................................   68

SECTION 13.1   Notices.....................................................   68
SECTION 13.2   Expenses; Indemnity.........................................   69
SECTION 13.3   Set-off.....................................................   70
SECTION 13.4   Governing Law...............................................   70
SECTION 13.5   Jurisdiction and Venue......................................   70
SECTION 13.6   Binding Arbitration; Waiver of Jury Trial...................   71
SECTION 13.7   Reversal of Payments........................................   72
SECTION 13.8   Injunctive Relief; Punitive Damages.........................   72
SECTION 13.9   Accounting Matters..........................................   73
SECTION 13.10  Successors and Assigns; Participations......................   73
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                           <C>
SECTION 13.11  Amendments, Waivers and Consents............................   77
SECTION 13.12  Performance of Duties.......................................   77
SECTION 13.13  All Powers Coupled with Interest............................   78
SECTION 13.14  Survival of Indemnities.....................................   78
SECTION 13.15  Titles and Captions.........................................   78
SECTION 13.16  Severability of Provisions..................................   78
SECTION 13.17  Counterparts................................................   78
SECTION 13.18  Term of Agreement...........................................   78
SECTION 13.19  Inconsistencies with Other Documents; Independent Effect of
                 Covenants.................................................   78
SECTION 13.20  Advice of Counsel...........................................   79
SECTION 13.21  No Strict Construction......................................   79
</TABLE>








                                       iv
<PAGE>
                             EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A-1       -   Form of Revolving Credit Note
Exhibit A-2       -   Form of Swingline Note
Exhibit B         -   Form of Notice of Borrowing
Exhibit C         -   Form of Notice of Account Designation
Exhibit D         -   Form of Notice of Prepayment
Exhibit E         -   Form of Notice of Conversion/Continuation
Exhibit F         -   Form of Officer's Compliance Certificate
Exhibit G         -   Form of Assignment and Acceptance
Exhibit H         -   Form of Guaranty Agreement
Exhibit I-1       -   Form of Commitment Increase Supplement
Exhibit I-2       -   Form of New Lender Supplement


SCHEDULES

Schedule 1.1(a)   -   Lenders and Commitments
Schedule 1.1(b)   -   Guarantors Existing on the Closing Date
Schedule 6.1(a)   -   Jurisdictions of Organization and Qualification
Schedule 6.1(b)   -   Subsidiaries and Capitalization
Schedule 6.1(f)   -   Audits and Examinations
Schedule 6.1(i)   -   ERISA Plans
Schedule 6.1(l)   -   Material Contracts
Schedule 6.1(m)   -   Labor and Collective Bargaining Agreements
Schedule 6.1(t)   -   Debt and Guaranty Obligations
Schedule 6.1(u)   -   Litigation
Schedule 10.1     -   Existing ELLF Debt
Schedule 10.2     -   Existing Guaranty Obligations
Schedule 10.3     -   Existing Liens
Schedule 10.4     -   Existing Loans, Advances and Investments








                                       v
<PAGE>
      CREDIT AGREEMENT, dated as of the 16th day of October, 2001, by and among
PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation (the "Borrower"), the
Lenders who are or may become a party to this Agreement, FIRST UNION NATIONAL
BANK, as Administrative Agent for the Lenders, and MERRILL LYNCH CAPITAL
CORPORATION, as Syndication Agent for the Lenders.

                              STATEMENT OF PURPOSE

      The Borrower has requested, and the Lenders have agreed, to extend certain
credit facilities to the Borrower on the terms and conditions of this Agreement.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1       Definitions. The following terms when used in this
Agreement shall have the meanings assigned to them below:

      "AAA" shall have the meaning assigned thereto in Section 13.6(a).

      "Administrative Agent" means First Union in its capacity as Administrative
Agent hereunder, and any successor thereto appointed pursuant to Section 12.9.

      "Administrative Agent's Office" means the office of the Administrative
Agent specified in or determined in accordance with the provisions of Section
13.1(c).

      "Affiliate" means, with respect to any Person, any other Person (other
than a Subsidiary) which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such first Person or any of its Subsidiaries. The term "control" means (a) the
power to vote fifteen percent (15%) or more of the securities or other equity
interests of a Person having ordinary voting power, or (b) the possession,
directly or indirectly, of any other power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

      "Agents" means the collective reference to the Administrative Agent and
the Syndication Agent, and "Agent" means either of such Agents.

      "Aggregate Commitment" means (a) as to any Lender, the obligation of such
Lender to make Revolving Credit Loans to the account of the Borrower hereunder
in an aggregate principal amount at any time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 1.1(a) as such amount
may be reduced or modified at any time or from time to time pursuant to the
terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders
to
<PAGE>
make Revolving Credit Loans, as such amount may be reduced at any time or from
time to time pursuant to the terms hereof. On the Closing Date, the Aggregate
Commitment shall be Two Hundred Million Dollars ($200,000,000).

      "Agreement" means this Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time.

      "Annualized Basis" means, with respect to any financial term defined under
this Agreement, that (a) for the first fiscal quarter end immediately following
the Closing Date, such defined financial term shall be calculated by multiplying
the actual amount of such defined financial term for such fiscal quarter by four
(4), (b) for the second fiscal quarter end immediately following the Closing
Date such defined financial term shall be calculated by multiplying the actual
amount of such defined financial term for such two (2) fiscal quarters by two
(2), and (c) for the third fiscal quarter end immediately following the Closing
Date such defined financial term shall be calculated by multiplying the actual
amount of such defined financial term for such three (3) fiscal quarters by
four-thirds (4/3).

      "Applicable Law" means all applicable provisions of constitutions, laws,
statutes, ordinances, rules, treaties, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities and
all applicable orders and decrees of all courts and arbitrators.

      "Applicable Margin" shall have the meaning assigned thereto in Section
4.1(c).

      "Application" means an application, in the form specified by the Issuing
Lender from time to time, requesting the Issuing Lender to issue a Letter of
Credit.

      "Arbitration Rules" shall have the meaning assigned thereto in Section
13.6(a).

      "Assignment and Acceptance" shall have the meaning assigned thereto in
Section 13.10.

      "Base Rate" means, at any time, the higher of (a) the Prime Rate and (b)
the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the
Base Rate shall take effect simultaneously with the corresponding change or
changes in the Prime Rate or the Federal Funds Rate.

      "Base Rate Loan" means any Loan bearing interest at a rate based upon the
Base Rate as provided in Section 4.1(a).

      "Benefited Lender" shall have the meaning assigned thereto in Section 4.6.

      "Borrower" shall have the meaning assigned thereto in the preamble.

      "Business Day" means (a) for all purposes other than as set forth in
clause (b) below, any day other than a Saturday, Sunday or legal holiday on
which banks in Charlotte, North Carolina and New York, New York, are open for
the conduct of their commercial banking business, and (b) with


                                       2
<PAGE>
respect to all notices and determinations in connection with, and payments of
principal and interest on, any LIBOR Rate Loan, any day that is a Business Day
described in clause (a) and that is also a day for trading by and between banks
in Dollar deposits in the London interbank market.

      "Capital Asset" means, with respect to the Borrower and its Subsidiaries,
any asset that should, in accordance with GAAP, be classified and accounted for
as a capital asset on a Consolidated balance sheet of the Borrower and its
Subsidiaries.

      "Capital Lease" means, with respect to the Borrower and its Subsidiaries,
any lease of any property that should, in accordance with GAAP, be classified
and accounted for as a capital lease on a Consolidated balance sheet of the
Borrower and its Subsidiaries.

      "Capital Stock" means any nonredeemable capital stock of the Borrower or
any Subsidiary thereof, whether common or preferred.

      "Change in Control" shall have the meaning assigned thereto in Section
11.1(i).

      "Closing Date" means the date of this Agreement or such later Business Day
upon which each condition described in Section 5.2 shall be satisfied or waived
in all respects in a manner acceptable to the Agents, in their sole discretion.

      "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, each as amended, supplemented or otherwise modified from
time to time.

      "Commitment" means, as to any Lender, the obligation of such Lender to
make Revolving Credit Loans to and issue or participate in Letters of Credit
issued for the account of the Borrower hereunder in an aggregate principal or
face amount at any time outstanding not to exceed the amount set forth opposite
such Lender's name on Schedule 1.1(a), as the same may be reduced, increased or
otherwise modified at any time or from time to time pursuant to the terms
hereof.

      "Commitment Fee Rate" shall have the meaning assigned thereto in Section
4.3(a).

      "Commitment Increase Supplement" shall have the meaning assigned thereto
in Section 2.8.

      "Commitment Percentage" means, as to any Lender at any time, the ratio of
(a) the amount of the Commitment of such Lender to (b) the Aggregate Commitment
of all of the Lenders.

      "Common Stock Issuance" means the issuance and sale by the Borrower of
additional shares of its common stock pursuant to that certain Prospectus
Supplement dated October 10, 2001.

      "Consolidated" means, when used with reference to financial statements or
financial statement items of the Borrower and its Subsidiaries, such statements
or items on a consolidated basis in accordance with applicable principles of
consolidation under GAAP.

      "Consolidated Assets" means, at any time, the total assets of Borrower and
its Subsidiaries determined on a Consolidated basis in accordance with GAAP.



                                       3
<PAGE>
      "Convertible Subordinated Notes" means the 5 -1/2% convertible
subordinated notes of the Borrower due 2008 described in that certain Prospectus
Supplement dated October 10, 2001 and issued pursuant to that certain Indenture
dated as of October 16, 2001 from the Borrower to Bank One Trust Company, N.A.,
as trustee.

      "Debt" means, with respect to the Borrower and its Subsidiaries at any
date and without duplication, the sum of the following calculated on a
Consolidated basis in accordance with GAAP: (a) all liabilities, obligations and
indebtedness for borrowed money including but not limited to obligations
evidenced by bonds, debentures, notes or other similar instruments of the
Borrower or any Subsidiary thereof, (b) all obligations to pay the deferred
purchase price of property or services of the Borrower or any Subsidiary
thereof, including without limitation all obligations under non-competition
agreements but excluding (i) trade payables and Trade L/C's arising in the
ordinary course of business and (ii) all amounts payable under any earn-out
agreement unless any such earn-out payment is payable in cash and has been
deemed earned and required to be included on the financial statements of the
Borrower or any Subsidiary thereof in accordance with GAAP, (c) all obligations
of the Borrower or any Subsidiary thereof as lessee under Capital Leases, (d)
all Debt of any other Person secured by a Lien on any asset of the Borrower or
any Subsidiary thereof, (e) all Guaranty Obligations of the Borrower or any
Subsidiary thereof (excluding any Guaranty Obligations on account of trade
payables and Trade L/C's arising in the ordinary course of business), (f) all
obligations, contingent or otherwise, of the Borrower or any Subsidiary thereof
relative to the face amount of letters of credit, whether or not drawn,
including without limitation any Reimbursement Obligation, and banker's
acceptances issued for the account of the Borrower or any Subsidiary thereof
(excluding Trade L/C's arising in the ordinary course of business), (g) all
obligations of the Borrower or any Subsidiary thereof to redeem, repurchase,
exchange, defease or otherwise make payments in respect of capital stock or
other securities of the Borrower or any Subsidiary thereof, (h) all obligations
incurred by the Borrower or any Subsidiary thereof pursuant to Hedging
Agreements, and (i) although the parties acknowledge that asset securitization
facilities that comply with Section 10.6(e) may not constitute indebtedness of
the Borrower under GAAP, nevertheless, solely for purposes of determining
compliance with the terms of this Agreement, all asset securitization
facilities, including the Receivables Purchase Facility, shall be treated as
Debt.

      "Default" means any of the events specified in Section 11.1 which with the
passage of time, the giving of notice or any other condition, would constitute
an Event of Default.

      "Disposition" means the sale, lease, transfer or other disposition of
property (including without limitation the transfer or issuance of shares or
equity interests in any Subsidiary) but shall not include any public taking or
condemnation, and "Dispose of" and "Disposed of" shall have a corresponding
meaning to Disposition. The term Disposition shall not include an exchange of
assets, provided that the assets involved in such exchange are similar in
function in that after giving effect to such exchange there has not been (A) a
Material Adverse Effect upon Borrower and its Subsidiaries taken as a whole, (B)
any material deterioration of cash flow generation from or in connection with
such assets, or (C) any material deterioration in the overall quality of plant,
property and equipment of Borrower and its Subsidiaries taken as a whole. An
"exchange" shall be deemed to have occurred if each of the transactions involved
shall have been consummated within a six-month period.



                                       4
<PAGE>
      "Disputes" shall have the meaning assigned thereto in Section 13.6.

      "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

      "EBITDA" means, for any period, the sum of the following determined on a
Consolidated basis, without duplication, for the Borrower and its Subsidiaries
in accordance with GAAP: (a) Net Income for such period plus (b) the sum of the
following to the extent deducted in determining Net Income: (i) income and
franchise taxes, (ii) the sum of (A) Interest Expense and (B) losses on the sale
of receivables in connection with the Receivables Purchase Facility, (iii)
amortization and depreciation, (iv) non-cash expenses related to the
transactions contemplated by this Agreement, (v) non-cash losses on sales of
assets, (vi) non-cash expenses in connection with the impairment of intangible
assets in accordance with SFAS 141 and SFAS 142, and (vii) any and all write
offs, write downs, and other deductions of in-process research and development
expenses in connection with the transactions contemplated by this Agreement less
(c) interest income and any extraordinary gains which were included in
determining Net Income. For purposes of this Agreement, EBITDA shall be adjusted
on a pro forma basis to include, as of the first day of any applicable period,
any Permitted Acquisition closed during such period, including, without
limitation, adjustments reflecting any non-recurring costs and any extraordinary
expenses of any Permitted Acquisition closed during such period calculated on a
basis consistent with GAAP and Regulation S-X of the SEC.

      "EBITDAR" means, for any period, the sum of (a) EBITDA for such period
plus (b) Rental Expense with respect to each ELLF for such period, in each case
on a Consolidated basis, without duplication, for the Borrower and its
Subsidiaries in accordance with GAAP. For purposes of this Agreement, EBITDAR
shall be adjusted on a pro forma basis to include, as of the first day of any
applicable period, any Permitted Acquisition closed during such period,
including, without limitation, adjustments reflecting any non-recurring costs
and any extraordinary expenses of any Permitted Acquisition closed during such
period calculated on a basis consistent with GAAP and Regulation S-X of the SEC.

      "Eligible Assignee" means, with respect to any assignment of the rights,
interest and obligations of any Lender hereunder, (a) any Person (other than a
natural Person) that has been approved in writing as an Eligible Assignee by the
Borrower (so long as no Default or Event of Default has occurred and is
continuing) and the Administrative Agent, which approvals shall not be
unreasonably withheld or delayed, or (b) an Affiliate of such Lender (provided
that such Lender or its parent owns at least a majority of the equity interests
such Affiliate).

      "ELLF" means, at any date with respect to the Borrower and its
Subsidiaries, any synthetic lease, end loaded lease financing, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product to which the Borrower or any Subsidiary thereof is a party, where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP on a consistent basis.



                                       5
<PAGE>
      "Employee Benefit Plan" means any employee benefit plan within the meaning
of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower
or any ERISA Affiliate or (b) has at any time within the preceding six (6) years
been maintained for the employees of the Borrower or any current or former ERISA
Affiliate.

      "Environmental Laws" means any and all federal, state and local laws,
statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to
the protection of human health or the environment, including, but not limited
to, requirements pertaining to the manufacture, processing, distribution, use,
treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Materials.

      "Equity Net Cash Proceeds" means, with respect to any offering of capital
stock, the gross cash proceeds received by the Borrower or any of its
Subsidiaries therefrom less all legal, underwriting and other fees and expenses
incurred in connection therewith.

      "ERISA" means the Employee Retirement Income Security Act of 1974, and the
rules and regulations thereunder, each as amended, supplemented or otherwise
modified from time to time.

      "ERISA Affiliate" means any Person who together with the Borrower is
treated as a single employer within the meaning of Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

      "ESOP" means the Borrower's Employee Stock Ownership Plan and Trust
established and existing under the Performance Food Group Company Employee Stock
Ownership Plan and Trust Agreements, effective as of June 1, 1988, by and
between the Borrower and Roger L. Boeve, John D. Austin and Nathan P. Duet and
by and between the Borrower and First Union National Bank.

      "Eurodollar Reserve Percentage" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of eurocurrency liabilities or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City.

      "Event of Default" means any of the events specified in Section 11.1,
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

      "Existing Facility" means the Revolving Credit Agreement dated as of March
5, 1999 (as amended, restated or otherwise modified) by and among the Borrower,
the Lenders party thereto, as lenders, and First Union National Bank, as
administrative agent.

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



                                       6
<PAGE>
      "FDIC" means the Federal Deposit Insurance Corporation, or any successor
thereto.

      "Facility" means the revolving credit facility established pursuant to
Article II.

      "Fair Market Value" shall mean, at any time, the sale value of property
that would be realized in an arm's length sale at such time between an informed
and willing buyer, and an informed and willing seller, under no compulsion to
buy or sell, respectively.

      "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Administrative Agent and confirmed in
Federal Reserve Board Statistical Release H.15 (519) or any successor or
substitute publication selected by the Administrative Agent. If, for any reason,
such rate is not available, then "Federal Funds Rate" shall mean a daily rate
which is determined, in the opinion of the Administrative Agent, to be the rate
at which federal funds are being offered for sale in the national federal funds
market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be
the same as the rate for the most immediate preceding Business Day.

      "First Union" means First Union National Bank, a national banking
association, and its successors.

      "Fiscal Year" means the 52 or 53 week fiscal year of the Borrower and its
Subsidiaries ending on the Saturday closest to December 31.

      "Fresh Express" means Fresh International Corp., a Delaware corporation.

      "Fresh Express Acquisition" means the acquisition by the Borrower of Fresh
Express.

      "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Borrower and its Subsidiaries throughout the period indicated and
consistent with the prior financial practice of the Borrower and its
Subsidiaries.

      "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

      "Governmental Authority" means any nation, province, state or political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

      "Granting Lender" shall have the meaning assigned thereto in Section
13.10(i).

      "Guarantor" means each Subsidiary of the Borrower who has executed the
Guaranty Agreement (a) on the Closing Date or (b) after the Closing Date in
accordance with Section 8.12.


                                       7
<PAGE>
The Guarantors as of the Closing Date shall include (1) all existing
Subsidiaries of the Borrower in existence immediately prior to the consummation
of the Fresh Express Acquisition (other than PFG Receivables Corporation), (2)
Fresh International Corp., (3) TransFresh Corporation and (4) Fresh Express
Incorporated, all as more particularly set forth on Schedule 1.1(b).

      "Guaranty Agreement" means the unconditional guaranty agreement of even
date executed by the Guarantors in favor of the Administrative Agent for the
ratable benefit of itself and the Lenders, substantially in the form of Exhibit
H, as amended, restated, supplemented or otherwise modified from time to time.

      "Guaranty Obligation" means, with respect to the Borrower and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed 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 any such Person (a) 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 condition or otherwise) or (b) 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 Guaranty
Obligation shall not include endorsements for collection or deposit in the
ordinary course of business.

      "Hazardous Materials" means any substances or materials (a) which are or
become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Applicable Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Applicable Law, (d) the discharge or emission or release of which requires a
permit or license under any Applicable Law or other Governmental Approval, (e)
which are deemed, under Applicable Law, to constitute a nuisance, a trespass or
pose a health or safety hazard to persons or neighboring properties, (f) which
consist of underground or aboveground storage tanks, whether empty, filled or
partially filled with any hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Applicable Law, or (g) which contain, without limitation, asbestos,
polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum
hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel,
natural gas or synthetic gas.

      "Hedging Agreement" means any agreement of the Borrower or any of its
Subsidiaries with respect to any Interest Rate Contract, forward rate agreement,
commodity swap, forward foreign exchange agreement, currency swap agreement,
cross-currency rate swap agreement, currency option agreement or other agreement
or arrangement designed to alter the risks of any Person arising from
fluctuations in interest rates, currency values or commodity prices, all as
amended, restated or otherwise modified.



                                       8
<PAGE>
      "Interest Expense" means, for any period, total interest expense
(including, without limitation, interest expense attributable to capital leases)
determined on a Consolidated basis, without duplication, for the Borrower and
its Subsidiaries in accordance with GAAP.

      "Interest Period" shall have the meaning assigned thereto in Section
4.1(b).

      "Interest Rate Contract" means any interest rate swap agreement, interest
rate cap agreement, interest rate floor agreement, interest rate collar
agreement, interest rate option or any other agreement regarding the hedging of
interest rate exposure executed in connection with hedging the interest rate
exposure of any Person and any confirming letter executed pursuant to such
agreement, all as amended, restated, supplemented or otherwise modified from
time to time.

      "ISP98" means the International Standby Practices (1998 Revision,
effective January 1, 1999), International Chamber of Commerce Publication No.
590.

      "Issuing Lender" means First Union, in its capacity as issuer of any
Letter of Credit, or any successor thereto.

      "L/C Commitment" means the lesser of (a) Forty Million Dollars
($40,000,000) and (b) the Aggregate Commitment.

      "L/C Facility" means the letter of credit facility established pursuant to
Article III.

      "L/C Obligations" means at any time, an amount equal to the sum of (a) the
aggregate undrawn and unexpired amount of the then outstanding Letters of Credit
and (b) the aggregate amount of drawings under Letters of Credit which have not
then been reimbursed pursuant to Section 3.5.

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

      "Lender" means each Person executing this Agreement as a Lender
(including, without limitation, the Issuing Lender and the Swingline Lender
unless the context otherwise requires) set forth on the signature pages hereto
and each Person that hereafter becomes a party to this Agreement as (a) a New
Lender pursuant to Section 2.8 or (b) a Lender pursuant to Section 13.10.

      "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Commitment Percentage of the Loans.

      "Letters of Credit" shall have the meaning assigned thereto in Section
3.1.

      "Leverage Ratio" shall have the meaning assigned thereto in Section 9.4.

      "LIBOR" means the rate of interest per annum determined on the basis of
the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a
period equal to the applicable


                                       9
<PAGE>
Interest Period which appears on the Dow Jones Market Screen 3750 at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of the applicable Interest Period (rounded upwards, it necessary, to the
next higher 1/100th of 1%). If, for any reason, such rate does not appear on Dow
Jones Market Screen 3750, then "LIBOR" shall be determined by the Administrative
Agent to be the arithmetic average of the rate per annum at which deposits in
Dollars in minimum amounts of at least $5,000,000 would be offered by first
class banks in the London interbank market to the Administrative Agent
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of the applicable Interest Period for a period equal to such Interest Period
and in an amount substantially equal to the amount of the applicable Loan.

      "LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to the
next higher 1/100th of 1%) determined by the Administrative Agent pursuant to
the following formula:

      LIBOR Rate =                 LIBOR
                   --------------------------------------
                    1.00 - Eurodollar Reserve Percentage

      "LIBOR Rate Loan" means any Loan bearing interest at a rate based upon the
LIBOR Rate as provided in Section 4.1(a).

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, hypothecation or encumbrance of any kind in respect
of such asset. For the purposes of this Agreement, a Person 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.

      "Loan Documents" means, collectively, this Agreement, the Revolving Credit
Notes, the Swingline Notes, the Applications, the Guaranty Agreement and each
other document, instrument, certificate and agreement executed and delivered by
the Borrower, its Subsidiaries or their counsel in connection with this
Agreement or otherwise referred to herein or contemplated hereby (excluding any
Hedging Agreement), all as may be amended, restated, supplemented or otherwise
modified from time to time.

      "Loans" means the collective reference to the Revolving Credit Loans and
the Swingline Loans and "Loan" means any of such Loans.

      "Material Adverse Effect" means, with respect to any event, act, condition
or occurrence of whatever nature (including any adverse determination in any
litigation, arbitration or governmental investigation or proceeding), whether
singly or in conjunction with any other event, act, condition, occurrence,
whether or not related, a material adverse change in, or a material adverse
effect upon, any of (a) the financial condition, operations, business or
properties of the Borrower and its Subsidiaries taken as a whole, (b) the rights
and remedies of the Administrative Agent or the Lenders under the Loan
Documents, (c) the ability of the Borrower to perform the Obligations under the
Loan Documents or (d) the legality, validity or enforceability of any Loan
Document.

      "Material Contract" means (a) any contract or other agreement, written or
oral, of the Borrower or any of its Subsidiaries involving monetary liability of
or to any such Person in an


                                       10
<PAGE>
amount in excess of $5,000,000 per annum, or (b) any other contract or
agreement, written or oral, of the Borrower or any of its Subsidiaries the
failure to comply with which could reasonably be expected to have a Material
Adverse Effect.

      "Maturity Date" means the earliest of the dates referred to in Section
2.7.

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

      "Net Income" means, with respect to the Borrower and its Subsidiaries, for
any period, the Consolidated net income (or loss) thereof for such period
determined without duplication in accordance with GAAP.

      "New Lender" shall have the meaning assigned thereto in Section 2.8.

      "New Lender Supplement" shall have the meaning assigned thereto in Section
2.8.

      "Net Worth" means, with respect to the Borrower and its Subsidiaries at
any date, total Stockholders' Equity determined on a Consolidated basis, without
duplication, in accordance with GAAP.

      "Notes" means the collective reference to the Revolving Credit Notes and
the Swingline Notes and "Note" means any of such Notes.

      "Notice of Account Designation" shall have the meaning assigned thereto in
Section 2.3(b).

      "Notice of Borrowing" shall have the meaning assigned thereto in Section
2.3(a).

      "Notice of Conversion/Continuation" shall have the meaning assigned
thereto in Section 4.2.

      "Notice of Prepayment" shall have the meaning assigned thereto in Section
2.4(c).

      "Obligations" means, in each case, whether now in existence or hereafter
arising: (a) the principal of and interest on (including interest accruing after
the filing of any bankruptcy or similar petition) the Loans, (b) the L/C
Obligations, (c) all existing or future payment and other obligations owing by
the Borrower to any Lender or any Agent under any Hedging Agreement with any
Lender or any Agent, and (d) all other fees and commissions (including
attorney's fees), charges, indebtedness, loans, liabilities, financial
accommodations, obligations, covenants and duties owing by the Borrower or any
of its Subsidiaries to the Lenders or the Agents, of every kind, nature and
description, direct or indirect, absolute or contingent, due or to become due,
contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note, in each case under or in respect of this Agreement, any
Note, any Letter of Credit or any of the other Loan Documents.

      "Officer's Compliance Certificate" shall have the meaning assigned thereto
in Section 7.2.



                                       11
<PAGE>
      "Other Taxes" shall have the meaning assigned thereto in Section 4.11(b).

      "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.

      "Pension Plan" means any Employee Benefit Plan, other than a Multiemployer
Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of
the Code and which (a) is maintained for employees of the Borrower or any ERISA
Affiliates or (b) has at any time within the preceding six (6) years been
maintained for the employees of the Borrower or any of its current or former
ERISA Affiliates.

      "Permitted Acquisition" shall have the meaning assigned thereto in Section
10.4(c).

      "Person" means an individual, corporation, limited liability company,
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

      "Prime Rate" means, at any time, the rate of interest per annum publicly
announced from time to time by First Union as its prime rate. Each change in the
Prime Rate shall be effective as of the opening of business on the day such
change in such prime rate occurs. The parties hereto acknowledge that the rate
announced publicly by First Union as its prime rate is an index or base rate and
shall not necessarily be its lowest or best rate charged to its customers or
other banks.

      "Receivables Purchase Facility" means a receivables purchase facility as
permitted hereunder.

      "Register" shall have the meaning assigned thereto in Section 13.10(d).

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

      "Rental Expense" means, for any period, all rental expense with respect to
each ELLF during such period determined on a Consolidated basis, without
duplication, for the Borrower and its Subsidiaries in accordance with GAAP.

      "Required Lenders" means, at any date, any combination of holders of at
least fifty-one percent (51%) of the aggregate unpaid principal amount of the
Revolving Credit Notes, or if no amounts are outstanding under the Revolving
Credit Notes, any combination of Lenders whose Commitment Percentages aggregate
at least fifty-one percent (51%).

      "Responsible Officer" means any of the following: the chief executive
officer or chief financial officer of the Borrower or any other officer of the
Borrower reasonably acceptable to the Agents (including the Vice President -
Finance and Treasurer).



                                       12
<PAGE>
      "Revolving Credit Loans" means any revolving loan made to the Borrower
pursuant to Section 2.1, and all such revolving loans collectively as the
context requires.

      "Revolving Credit Notes" means the collective reference to the Revolving
Credit Notes made by the Borrower payable to the order of each Lender,
substantially in the form of Exhibit A-1, evidencing the Facility, and any
amendments and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

      "SEC" means the Securities and Exchange Commission of the United States.

      "Senior Debt" means Total Debt less Subordinated Debt.

      "Senior Leverage Ratio" shall have the meaning assigned thereto in Section
9.2.

      "SFC" means - Springfield Foodservice Corporation, a Massachusetts
corporation.

      "SFC Acquisition" means the acquisition by the Borrower of SFC.

      "Solvent" means, as to the Borrower and, on a combined basis, its
Subsidiaries on a particular date, that any such Person (a) has capital
sufficient to carry on its business and transactions and all business and
transactions in which it is about to engage and is able to pay its debts as they
mature, (b) owns property having a value, both at fair valuation and at present
fair saleable value, greater than the amount required to pay its probable
liabilities (including contingencies), and (c) does not believe that it will
incur debts or liabilities beyond its ability to pay such debts or liabilities
as they mature.

      "SPC" shall have the meaning assigned thereto in Section 13.10(i).

      "Stockholders' Equity" means, as of any date of determination, the
shareholders' equity of the Borrower and its Subsidiaries, as set forth or
reflected on the most recent Consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with GAAP, (a) including but not limited to
(i) the par or stated value of all outstanding Capital Stock, (ii) capital
surplus, (iii) retained earnings and (b) excluding items such as (i) purchases
of treasury stock, (ii) valuation allowances, (iii) receivables due from an
employee stock ownership plan, (iv) employee stock ownership plan debt
guarantees (to the extent not included in item (b)(iii) hereof) and (v)
translation adjustments for foreign currency transactions.

      "Subordinated Debt" means the collective reference to (i) the Convertible
Subordinated Notes and (ii) such other Debt of the Borrower or any of its
Subsidiaries which is subordinated in right and time of payment to the
Obligations and contains such other terms and conditions in each case as are
satisfactory to the Required Lenders.

      "Subsidiary" means as to any Person, any corporation, partnership, limited
liability company or other entity of which more than fifty percent (50%) of the
outstanding capital stock or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity is at the


                                       13
<PAGE>
time, directly or indirectly, owned by or the management is otherwise controlled
by such Person (irrespective of whether, at the time, capital stock or other
ownership interests of any other class or classes of such corporation,
partnership, limited liability company or other entity shall have or might have
voting power by reason of the happening of any contingency). Unless otherwise
qualified references to "Subsidiary" or "Subsidiaries" herein shall refer to
those of the Borrower.

      "Swingline Commitment" means the lesser of (a) Ten Million Dollars
($10,000,000) and (b) the Aggregate Commitment.

      "Swingline Facility" means the swingline facility established pursuant to
Section 2.2.

      "Swingline Lender" means First Union in its capacity as swingline lender
hereunder.

      "Swingline Loan" means any swingline loan made by the Swingline Lender to
the Borrower pursuant to Section 2.2, and all such swingline loans collectively
as the context requires.

      "Swingline Note" means the Swingline Note made by the Borrower payable to
the order of the Swingline Lender, substantially in the form of Exhibit A-2
hereto, evidencing the Swingline Loans, and any amendments and modifications
thereto, any substitutes therefor, and any replacements, restatements, renewals
or extensions thereof, in whole or in part.

      "Swingline Termination Date" means the first to occur of (a) the
resignation of First Union as Administrative Agent in accordance with Section
12.9 and (b) the Maturity Date.

      "Syndication Agent" means Merrill Lynch Capital Corporation in its
capacity as Syndication Agent hereunder.

      "Tax Credit" shall have the meaning assigned thereto in Section 4.11(g).

      "Tax Payment" shall have the meaning assigned thereto in Section 4.11(g).

      "Taxes" shall have the meaning assigned thereto in Section 4.11(a).

      "Termination Event" means: (a) a "Reportable Event" described in Section
4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from
a Pension Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension
Plan, the filing of a notice of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA, or (d) the institution of proceedings to terminate, or the appointment of
a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event
or condition which would constitute grounds under Section 4042(a) of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA
Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to
Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition
which results in the reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in
the termination of a Multiemployer Plan under Section 4041A of ERISA


                                       14
<PAGE>
or the institution by PBGC of proceedings to terminate a Multiemployer Plan
under Section 4042 of ERISA.

      "Total Debt" means, as of any date of determination with respect to the
Borrower and its Subsidiaries on a Consolidated basis without duplication, the
sum of (a) Debt plus (b) all outstanding indebtedness obligations actually
incurred under or on account of any ELLF, each in accordance with GAAP.

      "Trade L/C's" means, collectively, the trade letters of credit issued and
outstanding from time to time to support the obligations of the Borrower or any
of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of
business of the Borrower or such Subsidiary.

      "Uniform Customs" means the Uniform Customs and Practice for Documentary
Credits (1993 Revision, effective January 1, 1994), International Chamber of
Commerce Publication No. 500.

      "UCC" means the Uniform Commercial Code as in effect in the State of North
Carolina, as amended, restated, supplemented or otherwise modified from time to
time.

      "United States" means the United States of America.

      "Wholly-Owned" means, with respect to a Subsidiary, that all of the shares
of capital stock or other ownership interests of such Subsidiary are, directly
or indirectly, owned or controlled by the Borrower and/or one or more of its
Wholly-Owned Subsidiaries.

      SECTION 1.2       General. Unless otherwise specified, a reference in this
Agreement to a particular article, section, subsection, Schedule or Exhibit is a
reference to that article, section, subsection, Schedule or Exhibit of this
Agreement. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Any reference herein to "Charlotte time"
shall refer to the applicable time of day in Charlotte, North Carolina.

      SECTION 1.3       Other Definitions and Provisions.

      (a)   Use of Capitalized Terms. Unless otherwise defined therein, all
capitalized terms defined in this Agreement shall have the defined meanings when
used in this Agreement, the Notes and the other Loan Documents or any
certificate, report or other document made or delivered pursuant to this
Agreement.

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




                                       15
<PAGE>
                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

      SECTION 2.1       Revolving Credit Loans.

      (a)   Revolving Credit Loans. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Revolving Credit Loans to the
Borrower from time to time from the Closing Date through the Maturity Date as
requested by the Borrower in accordance with the terms of Section 2.3; provided,
that (a) the aggregate principal amount of all outstanding Revolving Credit
Loans (after giving effect to any amount requested) shall not exceed the
Aggregate Commitment less the sum of all outstanding Swingline Loans and L/C
Obligations and (b) the principal amount of outstanding Revolving Credit Loans
from any Lender to the Borrower shall not at any time exceed such Lender's
Commitment less such Lender's Commitment Percentage of outstanding L/C
Obligations and Swingline Loans. Each Revolving Credit Loan by a Lender shall be
in a principal amount equal to such Lender's Commitment Percentage of the
aggregate principal amount of Revolving Credit Loans requested on such occasion.
Subject to the terms and conditions hereof, the Borrower may borrow, repay and
reborrow Revolving Credit Loans hereunder until the Maturity Date.

      SECTION 2.2       Swingline Loans.

      (a)   Availability. Subject to the terms and conditions of this Agreement,
the Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time from the Closing Date through, but not including, the Swingline Termination
Date; provided, that the aggregate principal amount of all outstanding Swingline
Loans (after giving effect to any amount requested), shall not exceed the lesser
of (i) the Commitment less the sum of all outstanding Revolving Credit Loans and
the L/C Obligations and (ii) the Swingline Commitment.

      (b)   Refunding.

            (i)   Swingline Loans shall be refunded by the Lenders on demand by
the Swingline Lender. Such refundings shall be made by the Lenders in accordance
with their respective Commitment Percentages and shall thereafter be reflected
as Revolving Credit Loans of the Lenders on the books and records of the
Administrative Agent. Each Lender shall fund its respective Commitment
Percentage of Revolving Credit Loans as required to repay Swingline Loans
outstanding to the Swingline Lender upon demand by the Swingline Lender but in
no event later than 2:00 p.m. (Charlotte time) on the next succeeding Business
Day after such demand is made. No Lender's obligation to fund its respective
Commitment Percentage of a Swingline Loan shall be affected by any other
Lender's failure to fund its Commitment Percentage of a Swingline Loan, nor
shall any Lender's Commitment Percentage be increased as a result of any such
failure of any other Lender to fund its Commitment Percentage of a Swingline
Loan.

            (ii)  The Borrower shall pay to the Swingline Lender on demand the
amount of such Swingline Loans to the extent amounts received from the Lenders
are not sufficient to repay in full the outstanding Swingline Loans requested or
required to be refunded. In addition, the


                                       16
<PAGE>
Borrower hereby authorizes the Administrative Agent to charge any account
maintained by the Borrower with the Swingline Lender (up to the amount available
therein) in order to immediately pay the Swingline Lender the amount of such
Swingline Loans to the extent amounts received from the Lenders are not
sufficient to repay in full the outstanding Swingline Loans requested or
required to be refunded. If any portion of any such amount paid to the Swingline
Lender shall be recovered by or on behalf of the Borrower from the Swingline
Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be
ratably shared among all the Lenders in accordance with their respective
Commitment Percentages (unless the amounts so recovered by or on behalf of the
Borrower pertain to a Swingline Loan extended after the occurrence and during
the continuance of an Event of Default of which the Administrative Agent has
received notice in the manner required pursuant to Section 12.5 and which such
Event of Default has not been waived by the Required Lenders or the Lenders, as
applicable).

            (iii) Each Lender acknowledges and agrees that its obligation to
refund Swingline Loans in accordance with the terms of this Section 2.2 is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, non-satisfaction of the conditions
set forth in Article V. Further, each Lender agrees and acknowledges that if
prior to the refunding of any outstanding Swingline Loans pursuant to this
Section 2.2, one of the events described in Section 11.1(j) or (k) shall have
occurred, each Lender will, on the date the applicable Revolving Credit Loan
would have been made, purchase an undivided participating interest in the
Swingline Loan to be refunded in an amount equal to its Commitment Percentage of
the aggregate amount of such Swingline Loan. Each Lender will immediately
transfer to the Swingline Lender, in immediately available funds, the amount of
its participation and upon receipt thereof the Swingline Lender will deliver to
such Lender a certificate evidencing such participation dated the date of
receipt of such funds and for such amount. Whenever, at any time after the
Swingline Lender has received from any Lender such Lender's participating
interest in a Swingline Loan, the Swingline Lender receives any payment on
account thereof, the Swingline Lender will distribute to such Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded).

      SECTION 2.3       Procedure for Advances of Revolving Credit and Swingline
Loans.

      (a)   Requests for Borrowing. The Borrower shall give the Administrative
Agent irrevocable prior written notice in the form attached hereto as Exhibit B
(a "Notice of Borrowing") not later than 11:00 a.m. (Charlotte time) (i) on the
same Business Day as each Base Rate Loan and Swingline Loan and (ii) at least
three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow,
specifying (A) the date of such borrowing, which shall be a Business Day, (B)
the amount of such borrowing, which shall be in an amount equal to the amount of
the Aggregate Commitment then available to the Borrower, or if less, (x) with
respect to Base Rate Loans (other than the Swingline Loans) in an aggregate
principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess
thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount
of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with
respect to the Swingline Loans in an aggregate principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof, (C) whether such Loan is to be a
Revolving Credit Loan or a Swingline Loan, (D) in the case of a Revolving Credit
Loan whether the Loans are to be LIBOR Rate Loans or Base Rate


                                       17
<PAGE>
Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest
Period applicable thereto. Any Notice of Borrowing received after 11:00 a.m.
(Charlotte time) shall be deemed received on the next Business Day. The
Administrative Agent shall promptly notify the Lenders of each Notice of
Borrowing.

      (b)   Disbursement of Revolving Credit Loans. Not later than 2:00 p.m.
(Charlotte time) on the proposed borrowing date, (i) each Lender will make
available to the Administrative Agent, for the account of the Borrower, at the
Administrative Agent's Office in funds immediately available to the
Administrative Agent, such Lender's Commitment Percentage of the Revolving
Credit Loans to be made on such borrowing date and (ii) the Swingline Lender
will make available to the Administrative Agent, for the account of Borrower, at
the Administrative Agent's Office in funds immediately available to the
Administrative Agent, the Swingline Loans to be made on such Borrowing Date. The
Borrower hereby irrevocably authorizes the Administrative Agent to disburse the
proceeds of each borrowing requested pursuant to this Section 2.3 in immediately
available funds by crediting or wiring such proceeds to the deposit account of
the Borrower identified in the most recent notice substantially in the form of
Exhibit C (a "Notice of Account Designation") delivered by the Borrower to the
Administrative Agent or may be otherwise agreed upon by the Borrower and the
Administrative Agent from time to time. Subject to Section 4.7, the
Administrative Agent shall not be obligated to disburse the portion of the
proceeds of any Revolving Credit Loan requested pursuant to this Section 2.3 to
the extent that any Lender has not made available to the Administrative Agent
its Commitment Percentage of such Loan. Revolving Credit Loans to be made for
the purpose of refunding Swingline Loans shall be made by the Lenders as
provided in Section 2.2(b).

      SECTION 2.4       Repayment of Loans.

      (a)   Repayment on Maturity Date. The Borrower shall repay the outstanding
principal amount of (i) all Revolving Credit Loans in full on the Maturity Date
and (ii) all Swingline Loans in accordance with Section 2.2(b), together, in
each case, with all accrued but unpaid interest thereon.

      (b)   Mandatory Repayment of Excess Loans. If at any time the outstanding
principal amount of all Revolving Credit Loans plus the sum of all outstanding
Swingline Loans plus all outstanding L/C Obligations exceeds the Aggregate
Commitment, the Borrower shall repay immediately upon notice from the
Administrative Agent, by payment to the Administrative Agent for the account of
the Lenders, Revolving Credit Loans, Swingline Loans and/or cash collateralize
or repay the L/C Obligations in an amount equal to such excess with each such
repayment applied first to the principal amount of outstanding Swingline Loans,
second to the principal amount of outstanding Revolving Credit Loans, and third
to the principal amount of outstanding L/C Obligations. Such cash collateral
shall be applied in accordance with Section 11.2(b). Each such repayment shall
be accompanied by any amount required to be paid pursuant to Section 4.9.

      (c)   Optional Repayments. The Borrower may at any time and from time to
time repay the Loans, in whole or in part, upon at least three (3) Business
Days' irrevocable notice to the Administrative Agent with respect to LIBOR Rate
Loans and one (1) Business Day irrevocable notice with respect to Base Rate
Loans and Swingline Loans, in the form attached hereto as Exhibit D (a "Notice
of Prepayment") specifying the date and amount of repayment and whether the


                                       18
<PAGE>
repayment is of LIBOR Rate Loans, Base Rate Loans and Swingline Loans or a
combination thereof, and, if of a combination thereof, the amount allocable to
each. Upon receipt of such notice, the Administrative Agent shall promptly
notify each Lender. If any such notice is given, the amount specified in such
notice shall be due and payable on the date set forth in such notice. Partial
repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of
$250,000 in excess thereof with respect to Base Rate Loans (other than Swingline
Loans), $3,000,000 or a whole multiple of $1,000,000 in excess thereof with
respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in
excess thereof with respect to Swingline Loans. Each such repayment shall be
accompanied by any amount required to be paid pursuant to Section 4.9.

      (d)   Limitation on Repayment of Certain Loans. The Borrower may not repay
any LIBOR Rate Loan on any day other than on the last day of the LIBOR Interest
Period applicable thereto unless such repayment is accompanied by any amount
required to be paid pursuant to Section 4.9.

      SECTION 2.5       Notes.

      (a)   Revolving Credit Notes. Each Lender's Revolving Credit Loans and the
obligation of the Borrower to repay such Revolving Credit Loans shall be
evidenced by a separate Revolving Credit Note executed by the Borrower payable
to the order of such Lender representing the Borrower's obligation to pay such
Lender's Commitment or, if less, the aggregate unpaid principal amount of all
Revolving Credit Loans made and to be made by such Lender to the Borrower
hereunder, plus interest and all other fees, charges and other amounts due
thereon. Each Revolving Credit Note shall be dated the date hereof and shall
bear interest on the unpaid principal amount thereof at the applicable interest
rate per annum specified in Section 4.1.

      (b)   Swingline Notes. The Swingline Loans and the obligation of the
Borrower to repay such Swingline Loans shall be evidenced by a Swingline Note
executed by the Borrower payable to the order of the Swingline Lender
representing the Borrower's obligation to pay such Lender's Swingline Loans in a
principal amount up to the Swingline Commitment or, if less, the aggregate
unpaid principal amount of all Swingline Loans made by such Lender to the
Borrower hereunder, plus interest on such principal amounts and all other fees,
charges and other amounts due thereon. Each Swingline Note shall be dated the
Closing Date and shall bear interest on the unpaid principal amount thereof at
the applicable interest rate per annum specified in Section 4.1.

      SECTION 2.6       Voluntary Reduction of the Aggregate Commitment.

      (a)   The Borrower shall have the right at any time and from time to time,
upon at least five (5) Business Days prior written notice to the Administrative
Agent, to permanently reduce, without premium or penalty, (i) the Aggregate
Commitment at any time or (ii) portions of the Aggregate Commitment, from time
to time, in an aggregate principal amount not less than $3,000,000 or any whole
multiple of $1,000,000 in excess thereof.

      (b)   Each permanent reduction permitted pursuant to this Section 2.6
shall be accompanied by a payment of principal sufficient to reduce the
aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C
Obligations, as applicable, after such reduction to the


                                       19
<PAGE>
Aggregate Commitment as so reduced and if the Aggregate Commitment as so reduced
is less than the aggregate amount of all outstanding Letters of Credit, the
Borrower shall be required to deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit. Any reduction of the Aggregate Commitment to
zero shall be accompanied by payment of all outstanding Revolving Credit Loans
and Swingline Loans (and furnishing of cash collateral satisfactory to the
Administrative Agent for all L/C Obligations) and shall result in the
termination of the Aggregate Commitment and the Facility. Such cash collateral
shall be applied in accordance with Section 11.2(b). If the reduction of the
Aggregate Commitment requires the repayment of any LIBOR Rate Loan, such
repayment shall be accompanied by any amount required to be paid pursuant to
Section 4.9.

      SECTION 2.7       Termination of Facility. The Facility shall terminate on
the earliest of (a) October 16, 2006, (b) the date of termination by the
Borrower pursuant to Section 2.6(a), and (c) the date of termination by the
Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).

      SECTION 2.8       Increase in the Aggregate Commitment. The Borrower shall
have the right, on ten (10) Business Days' prior written notice to the
Administrative Agent, so long as no Default or Event of Default shall have
occurred and be continuing and with the consent of the Required Lenders (which
consent shall not be unreasonably withheld), at any time and from time to time
prior to the second anniversary of the Closing Date, to increase the total
amount of the Aggregate Commitment hereunder by (a) accepting the offer of any
existing Lender or Lenders to increase its (or their) Commitment (or
Commitments) up to the amount of any such increase and/or (b) accepting the
offer or offers of any Person or Persons (not then a Lender) with the consent of
the Administrative Agent constituting an Eligible Assignee to become a new
Lender hereto (a "New Lender") with a Commitment (or Commitments) up to the
amount (or aggregate amount) of any such increase; provided, that any such
increase shall be offered first to the Administrative Agent, then to the
Syndication Agent and then to the existing Lenders (on a pro rata basis) prior
to offering any such increase to a Person not a party to this Agreement;
provided, further, that (i) in no event shall any Lender's Commitment be
increased without the consent of such Lender, (ii) if any Revolving Credit Loans
are outstanding hereunder on the date that any such increase is to become
effective, the Administrative Agent and Lenders shall make such transfers of
funds as are necessary in order that the outstanding balance of such Revolving
Credit Loans reflect the Commitment Percentages of the Lenders after giving
effect to any increase pursuant to this Section 2.8, (iii) each such increase
shall be in minimum amounts of at least Five Million Dollars ($5,000,000), and
(iv) in no event shall any such increase result in the amount of the Aggregate
Commitment exceeding Two Hundred Thirty Million Dollars ($230,000,000). Any
increase to the Aggregate Commitment pursuant to clause (a) of the first
sentence of this Section 2.8 shall become effective upon the execution of a
supplement in the form of Exhibit I-1 hereto (a "Commitment Increase
Supplement"), executed by the Borrower, the Administrative Agent and the
increasing Lender or Lenders together with a replacement Revolving Credit Note
and any increase to the Aggregate Commitment pursuant to clause (b) of the first
sentence of this Section 2.8 shall become effective upon the execution of a
supplement in the form of Exhibit I-2 hereto (a "New Lender Supplement") by the
Borrower, Administrative Agent and relevant New Lender or Lenders together with
a corresponding Revolving Credit Note. The Administrative Agent shall forward
copies of any such supplement to the Lenders promptly upon receipt thereof.



                                       20
<PAGE>
      SECTION 2.9       Use of Proceeds. The Borrower shall use the proceeds of
the Extensions of Credit (i) to refinance certain existing indebtedness,
including without limitation the Existing Facility, (ii) for working capital and
general corporate requirements (including Permitted Acquisitions) of the
Borrower and its Subsidiaries, and (iii) to pay certain fees and expenses
incurred in connection with the foregoing.


                                   ARTICLE III

                            LETTER OF CREDIT FACILITY

      SECTION 3.1       L/C Commitment. Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Lenders
set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters
of Credit") for the account of the Borrower on any Business Day from the Closing
Date through but not including the Maturity Date in such form as may be approved
from time to time by the Issuing Lender; provided, that the Issuing Lender shall
have no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the
aggregate principal amount of outstanding Revolving Credit Loans, plus the
aggregate principal amount of outstanding Swingline Loans, plus the aggregate
amount of L/C Obligations would exceed the Aggregate Commitment. Each Letter of
Credit shall (i) be denominated in Dollars in a minimum amount of $250,000, (ii)
be a standby letter of credit issued to support obligations of the Borrower or
any of its Subsidiaries, contingent or otherwise, incurred in the ordinary
course of business, (iii) expire on a date satisfactory to the Issuing Lender,
which date shall be no later than the earlier of (a) one (1) year after the date
of issuance or (b) the fifth (5th) business day prior to the Maturity Date and
(iv) be subject to the Uniform Customs and/or ISP98, as set forth in the
Application or as determined by the Issuing Lender, and, to the extent not
inconsistent therewith, the laws of the State of North Carolina. The Issuing
Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause the Issuing Lender or
any L/C Participant to exceed any limits imposed by, any Applicable Law.
References herein to "issue" and derivations thereof with respect to Letters of
Credit shall also include extensions or modifications of any existing Letters of
Credit, unless the context otherwise requires.

      SECTION 3.2       Procedure for Issuance of Letters of Credit. The
Borrower may from time to time request that the Issuing Lender issue a Letter of
Credit by delivering to the Issuing Lender at the Administrative Agent's Office
an Application therefor, completed to the satisfaction of the Issuing Lender,
and such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
shall process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall, subject to Section 3.1 and Article V, promptly
issue the Letter of Credit requested thereby (but in no event shall the Issuing
Lender be required to issue any Letter of Credit earlier than three (3) Business
Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing


                                       21
<PAGE>
Lender and the Borrower. The Issuing Lender shall promptly furnish to the
Borrower a copy of such Letter of Credit and promptly notify each Lender of the
issuance and upon request by any Lender, furnish to such Lender a copy of such
Letter of Credit and the amount of such Lender's L/C Participation therein.

      SECTION 3.3       Commissions and Other Charges.

      (a)   The Borrower shall pay to the Administrative Agent, for the account
of the Issuing Lender and the L/C Participants, a letter of credit commission
with respect to each Letter of Credit in an amount equal to the product of (i)
the face amount of such Letter of Credit times (ii) an annual percentage equal
to the Applicable Margin with respect to LIBOR Rate Loans in effect on the date
of issuance of such Letter of Credit. Such commission shall be payable quarterly
in arrears on the last Business Day of each calendar quarter and on the Maturity
Date.

      (b)   In addition to the foregoing commission, the Borrower shall pay the
Issuing Lender an issuance fee of 0.125% per annum on the face amount of each
Letter of Credit, payable quarterly in arrears on the last Business Day of each
calendar quarter and on the Maturity Date.

      (c)   The Borrower shall also pay all normal costs and expenses of the
Issuing Lender in connection with the issuance, transfer or other administration
of the Letters of Credit.

      (d)   The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the L/C Participants all
commissions received by the Administrative Agent in accordance with their
respective Commitment Percentages.

      SECTION 3.4       L/C Participations.

      (a)   The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Lender's obligations and rights under and in respect of each Letter
of Credit issued hereunder and the amount of each draft paid by the Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with the Issuing Lender that, if a draft is paid under any Letter of Credit for
which the Issuing Lender is not reimbursed in full by the Borrower in accordance
with the terms of this Agreement, such L/C Participant shall pay to the Issuing
Lender upon demand at the Issuing Lender's address for notices specified herein
an amount equal to such L/C Participant's Commitment Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed.

      (b)   Upon becoming aware of any amount required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount


                                       22
<PAGE>
is paid to the Issuing Lender after the date such payment is due, such L/C
Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Administrative Agent during the period from and
including the date such payment is due to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. A certificate of the Issuing Lender with respect to
any amounts owing under this Section 3.4(b) shall be conclusive in the absence
of manifest error. With respect to payment to the Issuing Lender of the
unreimbursed amounts described in this Section 3.4(b), if the L/C Participants
receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte
time) on any Business Day, such payment shall be due that Business Day, and (B)
after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due
on the following Business Day.

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

      SECTION 3.5       Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft paid under any Letter of
Credit for the amount of (a) such draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Lender in connection with
such payment. Each such payment shall be made to the Issuing Lender at its
address for notices specified herein in lawful money of the United States and in
immediately available funds. Interest shall be payable on any and all amounts
remaining unpaid by the Borrower under this Article III from the date such
amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate which would be payable on any
outstanding Base Rate Loans which were then overdue. If the Borrower fails to
timely reimburse the Issuing Lender on the date the Borrower receives the notice
referred to in this Section 3.5, the Borrower shall be deemed to have timely
given a Notice of Borrowing hereunder to the Administrative Agent requesting the
Lenders to make a Base Rate Loan on such date in an amount equal to the amount
of such drawing and, regardless of whether or not the conditions precedent
specified in Article V have been satisfied, the Lenders shall make Base Rate
Loans in such amount, the proceeds of which shall be applied to reimburse the
Issuing Lender for the amount of the related drawing and costs and expenses.
Each Lender acknowledges and agrees that its obligation to fund a Loan in
accordance with this Section 3.5 to reimburse the Issuing Lender for any draft
paid under a Letter of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever including, without limitation,
non-satisfaction of the conditions set forth in Section 2.3(a) or Article V. If
the Borrower has elected to pay the amount of such drawing with funds from other
sources and shall fail to reimburse the Issuing Lender as provided above, the
unreimbursed amount of such drawing shall bear interest at the rate which would
be payable on any outstanding


                                       23
<PAGE>
Base Rate Loans which were then overdue from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full.

      SECTION 3.6       Obligations Absolute. The Borrower's obligations under
this Article III (including, without limitation, the Reimbursement Obligation)
shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender or any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees that the Issuing
Lender and the L/C Participants shall not be responsible for, and the Borrower's
Reimbursement Obligation under Section 3.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements thereon,
even though such documents shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among the Borrower and any beneficiary of any
Letter of Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of the Borrower against any beneficiary of
such Letter of Credit or any such transferee. The Issuing Lender 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, except for errors or omissions caused by the Issuing
Lender's gross negligence or willful misconduct. The Borrower agrees that any
action taken or omitted by the Issuing Lender under or in connection with any
Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct and in accordance with the standards of
care specified in the Uniform Customs and, to the extent not inconsistent
therewith, the UCC shall be binding on the Borrower and shall not result in any
liability of the Issuing Lender or any L/C Participant to the Borrower. The
responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with such
Letter of Credit.

      SECTION 3.7       Effect of Application. To the extent that any provision
of any Application related to any Letter of Credit is inconsistent with the
provisions of this Article III, the provisions of this Article III shall apply.

      SECTION 3.8       Letters of Credit Issued Pursuant to the Existing
Facility. The Borrower, the Agents and each Lender agree that on the Closing
Date each letter of credit issued by First Union pursuant to the terms of the
Existing Facility shall, notwithstanding the provisions of Section 3.1(i) or
Section 3.2, be deemed to be a Letter of Credit issued under and pursuant to and
shall be subject to the terms of this Agreement as if originally issued pursuant
to the terms of this Agreement.




                                       24
<PAGE>
                                   ARTICLE IV

                             GENERAL LOAN PROVISIONS

      SECTION 4.1       Interest.

      (a)   Interest Rate Options. Subject to the provisions of this Section
4.1, at the election of the Borrower, the aggregate principal balance of (i) any
Revolving Credit Loan shall bear interest at (A) the Base Rate plus the
Applicable Margin as set forth in Section 4.1(c) or (B) the LIBOR Rate plus the
Applicable Margin as set forth in Section 4.1(c) and (ii) any Swingline Loan
shall bear interest at the Base Rate plus the Applicable Margin as set forth in
Section 4.1(c). The Borrower shall select the rate of interest and Interest
Period, if any, applicable to any Loan at the time a Notice of Borrowing is
given pursuant to Section 2.3 or at the time a Notice of Conversion/Continuation
is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest
based on the Base Rate shall be a "Base Rate Loan", each Loan or portion thereof
bearing interest based on the LIBOR Rate shall be a "LIBOR Rate Loan." Any Loan
or any portion thereof as to which the Borrower has not duly specified an
interest rate as provided herein shall be deemed a Base Rate Loan.

      (b)   Interest Periods.

            (i)   In connection with each LIBOR Rate Loan, the Borrower, by
giving notice at the times described in Section 2.3, shall elect an interest
period (each, a "LIBOR Interest Period") to be applicable to such Loan, which
LIBOR Interest Period shall be a period of one (1), two (2), three (3), or six
(6) months; provided that:

                  (A)   each LIBOR Interest Period shall commence on the date of
      advance of or conversion to any LIBOR Rate Loan and, in the case of
      immediately successive LIBOR Interest Periods, each successive LIBOR
      Interest Period shall commence on the date on which the next preceding
      LIBOR Interest Period expires;

                  (B)   if any LIBOR Interest Period would otherwise expire on a
      day that is not a Business Day, such LIBOR Interest Period shall expire on
      the next succeeding Business Day; provided, that if any LIBOR Interest
      Period would otherwise expire on a day that is not a Business Day but is a
      day of the month after which no further Business Day occurs in such month,
      such LIBOR Interest Period shall expire on the next preceding Business
      Day;

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

                  (D)   no LIBOR Interest Period shall extend beyond the
      Maturity Date.



                                       25
<PAGE>
            (ii)  There shall be no more than eight (8) LIBOR Interest Periods
in effect at any time.

      (c)   Applicable Margin. The Applicable Margin provided for in Section
4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the
Closing Date equal the percentages set forth in the certificate delivered
pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be
determined by reference to the Senior Leverage Ratio as of the end of the fiscal
quarter immediately preceding the delivery of the applicable Officer's
Compliance Certificate as follows:

<TABLE>
<CAPTION>
                                                        Applicable Margin Per Annum
                                                        ---------------------------
        Level           Senior Leverage Ratio             Base Rate    LIBOR Rate
        -----           ---------------------             ---------    ----------
<S>             <C>                                     <C>            <C>
          1           Greater than 2.5 to 1.00              0.00%        1.25%

          2           Greater than 2.0 to 1.00              0.00%        1.00%
                but less than or equal to 2.5 to 1.00

          3           Greater than 1.5 to 1.00              0.00%        0.75%
                but less than or equal to 2.0 to 1.00

          4       Less than or equal to 1.5 to 1.00         0.00%        0.50%
</TABLE>

Adjustments, if any, in the Applicable Margin shall be made by the
Administrative Agent on the tenth (10th) Business Day after receipt by the
Administrative Agent of quarterly financial statements for the Borrower and its
Subsidiaries and the accompanying Officer's Compliance Certificate setting forth
the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most
recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower
fails to deliver such financial statements and certificate within the time
required by Section 7.2, the Applicable Margin shall be the highest Applicable
Margin set forth above until the delivery of such financial statements and
certificate.

      (d)   Default Rate. Subject to Section 11.3, at the discretion of the
Administrative Agent and Required Lenders, upon the occurrence and during the
continuance of an Event of Default, (i) the Borrower shall no longer have the
option to request LIBOR Rate Loans or Swingline Loans, (ii) all outstanding
LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in
excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the
end of the applicable Interest Period and thereafter at a rate equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii)
all outstanding Base Rate Loans and other Obligations shall bear interest at a
rate per annum equal to two percent (2%) in excess of the rate then applicable
to Base Rate Loans or such other Obligations. Interest shall continue to accrue
on the Notes after the filing by or against the Borrower of any petition seeking
any relief in bankruptcy or under any act or law pertaining to insolvency or
debtor relief, whether state, federal or foreign.

      (e)   Interest Payment and Computation. Interest on each Base Rate Loan
shall be payable in arrears on the last Business Day of each calendar quarter
commencing December 31, 2001; and interest on each LIBOR Rate Loan shall be
payable on the last day of each LIBOR Interest Period applicable thereto, and if
such LIBOR Interest Period extends over three (3) months, at the end of each
three (3) month interval during such LIBOR Interest Period. Interest on LIBOR
Rate Loans and all fees payable hereunder shall be computed on the basis of a
360-day year and


                                       26
<PAGE>
assessed for the actual number of days elapsed and interest on Base Rate Loans
shall be computed on the basis of a 365/366-day year and assessed for the actual
number of days elapsed.

      (f)   Maximum Rate. In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest hereunder or under any of the Notes
charged or collected pursuant to the terms of this Agreement or pursuant to any
of the Notes exceed the highest rate permissible under any Applicable Law which
a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lenders
have charged or received interest hereunder in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent's option (i) promptly refund to the Borrower any interest received by the
Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to
the principal balance of the Obligations. It is the intent hereof that the
Borrower not pay or contract to pay, and that neither the Administrative Agent
nor any Lender receive or contract to receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may be paid by the Borrower
under Applicable Law.

      SECTION 4.2       Notice and Manner of Conversion or Continuation of
Loans. Provided that no Event of Default has occurred and is then continuing,
the Borrower shall have the option to (a) convert at any time following the
third Business Day after the Closing Date all or any portion of its outstanding
Base Rate Loans (other than Swingline Loans) in a principal amount equal to
$3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or
more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i)
convert all or any part of its outstanding LIBOR Rate Loans in a principal
amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof
into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR
Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or
continue Loans as provided above, the Borrower shall give the Administrative
Agent irrevocable prior written notice in the form attached as Exhibit E (a
"Notice of Conversion/Continuation") not later than 11:00 a.m. (Charlotte time)
three (3) Business Days before the day on which a proposed conversion or
continuation of such Loan is to be effective specifying (A) the Loans to be
converted or continued, and, in the case of any LIBOR Rate Loan to be converted
or continued, the last day of the Interest Period therefor, (B) the effective
date of such conversion or continuation (which shall be a Business Day), (C) the
principal amount of such Loans to be converted or continued, and (D) the
Interest Period to be applicable to such converted or continued LIBOR Rate Loan.
The Administrative Agent shall promptly notify the Lenders of such Notice of
Conversion/Continuation.

      SECTION 4.3       Fees.

      (a)   Commitment Fee. Commencing on the Closing Date, the Borrower shall
pay to the Administrative Agent, for the account of the Lenders, a
non-refundable commitment fee at a rate per annum determined by reference to the
pricing grid set forth below (the "Commitment Fee Rate") on the average daily
unused portion of the Aggregate Commitment; provided, that the amount of
outstanding Swingline Loans shall not be considered usage of the Aggregate
Commitment for the purpose of calculating such commitment fee. The commitment
fee shall be payable in arrears on the last Business Day of each calendar
quarter during the term of this Agreement commencing December 31, 2001, and on
the Maturity Date. The commitment fee shall be distributed by the


                                       27
<PAGE>
Administrative Agent to the Lenders pro rata in accordance with the Lenders'
respective Commitment Percentages. The Commitment Fee Rate shall (i) on the
Closing Date equal the percentage set forth in the certificate delivered
pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be
determined by reference to the Senior Leverage Ratio as of the end of the fiscal
quarter immediately preceding the delivery of the applicable Officer's
Compliance Certificate as follows:


<TABLE>
<CAPTION>
   Level            Senior Leverage Ratio            Commitment Fee
   -----            ---------------------            --------------
<S>        <C>                                       <C>
     1            Greater than 2.5 to 1.00                0.25%

     2            Greater than 2.0 to 1.00                0.25%
            but less than or equal to 2.5 to 1.00

     3            Greater than 1.5 to 1.00                0.20%
            but less than or equal to 2.0 to 1.00

     4        Less than or equal to 1.5 to 1.00           0.20%
</TABLE>

Adjustments, if any, in the Commitment Fee Rate shall be made by the
Administrative Agent on the tenth (10th) Business Day after receipt by the
Administrative Agent of quarterly financial statements for the Borrower and its
Subsidiaries and the accompanying Officer's Compliance Certificate setting forth
the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most
recent fiscal quarter end. In the event the Borrower fails to deliver such
financial statements and certificate within the time required by Section 7.2,
the Commitment Fee Rate shall be the highest Commitment Fee Rate set forth above
until the delivery of such financial statements and certificate.

      (b)   Agents' Fees and Other Fees. In order to compensate the
Administrative Agent for performing its duties as Administrative Agent
hereunder, the Borrower agrees to pay to Administrative Agent, for its account,
the fee set forth in the separate fee letter agreement executed by the Borrower
and the Administrative Agent dated August 9, 2001.

      SECTION 4.4       Manner of Payment. Each payment by the Borrower on
account of the principal of or interest on the Loans or of any fee, commission
or other amounts (subject to Article III, including the Reimbursement
Obligation) payable to the Lenders under this Agreement or any Note shall be
made not later than 1:00 p.m. (Charlotte time) on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent's
Office for the account of the Lenders (other than as set forth below) pro rata
in accordance with their respective Commitment Percentages (except as specified
below), in Dollars, in immediately available funds and shall be made without any
set-off, counterclaim or deduction whatsoever. Any payment received after such
time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment
on such date for the purposes of Section 11.1, but for all other purposes shall
be deemed to have been made on the next succeeding Business Day. Any payment
received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on
the next succeeding Business Day for all purposes. Upon receipt by the
Administrative Agent of each such payment, the Administrative Agent shall
distribute to each Lender at its address for notices set forth herein its pro
rata share of


                                       28
<PAGE>
such payment in accordance with such Lender's Commitment Percentage (except as
specified below) and shall wire advice of the amount of such credit to each
Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or
L/C Participants' commissions shall be made in like manner, but for the account
of the Issuing Lender or the L/C Participants, as the case may be. Each payment
to the Administrative Agent made in connection with a Swingline Loan shall be
made in like manner, but for the account of the Swingline Lender. Each payment
to the Administrative Agent of any Agent's fees or expenses shall be made for
the account of the applicable Agent and any amount payable to any Lender under
Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the Administrative Agent
for the account of the applicable Lender. Subject to Section 4.1(b)(ii) if any
payment under this Agreement or any Note shall be specified to be made upon a
day which is not a Business Day, it shall be made on the next succeeding day
which is a Business Day and such extension of time shall in such case be
included in computing any interest if payable along with such payment.

      SECTION 4.5       Crediting of Payments and Proceeds. In the event that
the Borrower shall fail to pay any of the Obligations when due and the
Obligations have been accelerated pursuant to Section 11.2, all payments
received by the Lenders upon the Notes and the other Obligations and all net
proceeds from the enforcement of the Obligations shall be applied first to all
expenses then due and payable by the Borrower hereunder and under the other Loan
Documents, then to all indemnity obligations then due and payable by the
Borrower hereunder and under the other Loan Documents, then to all Agents' fees
and Issuing Lender's fees then due and payable, then to all commitment fees and
other fees and commissions then due and payable, then to accrued and unpaid
interest on the Swingline Notes to the Swingline Lender, then to the principal
amount outstanding under the Swingline Notes to the Swingline Lender, then to
accrued and unpaid interest on the Revolving Credit Notes and the Reimbursement
Obligation (pro rata in accordance with all such amounts due), then to the
principal amount outstanding under the Revolving Credit Notes, the Reimbursement
Obligation and any termination payments due in respect of a Hedging Agreement
with any Lender or any Agent (which such Hedging Agreement is permitted or
required hereunder) (pro rata in accordance with all such amounts due) and then
to the cash collateral account described in Section 11.2(b) to the extent of any
L/C Obligations then outstanding, in that order.

      SECTION 4.6       Adjustments. If any Lender (a "Benefited Lender") shall
at any time receive any payment of all or part of the Obligations owing to it,
or interest thereon, or if any Lender shall at any time receive any collateral
in respect to the Obligations owing to it (whether voluntarily or involuntarily,
by set-off or otherwise) in a greater proportion (taking into account Section
4.4) than any such payment to and collateral received by any other Lender, if
any, in respect of the Obligations owing to such other Lender, or interest
thereon, such Benefited Lender shall purchase for cash from the other Lenders
such portion of each such other Lender's Extensions of Credit, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefited Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, such purchase shall
be rescinded, and the purchase price and benefits returned to the extent of such
recovery, but without interest. The Borrower agrees that each Lender so
purchasing a portion of another Lender's Extensions of Credit may exercise all
rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.



                                       29
<PAGE>
      SECTION 4.7       Nature of Obligations of Lenders Regarding Extensions of
Credit; Assumption by the Administrative Agent. The obligations of the Lenders
under this Agreement to make the Loans and issue or participate in Letters of
Credit are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender of its obligations
hereunder), the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the proposed borrowing date in
accordance with Section 2.3(b), and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such borrowing date, such Lender shall pay to the
Administrative Agent on demand an amount, until paid, equal to the product of
(a) the amount not made available by such Lender in accordance with the terms
hereof, times (b) the daily average Federal Funds Rate during such period as
determined by the Administrative Agent, times (c) a fraction the numerator of
which is the number of days that elapse from and including such borrowing date
to the date on which such amount not made available by such Lender in accordance
with the terms hereof shall have become immediately available to the
Administrative Agent and the denominator of which is 360. A certificate of the
Administrative Agent with respect to any amounts owing under this Section 4.7
shall be conclusive, absent manifest error. If such Lender's Commitment
Percentage of such borrowing is not made available to the Administrative Agent
by such Lender within three (3) Business Days after such borrowing date, the
Administrative Agent shall be entitled to recover such amount made available by
the Administrative Agent with interest thereon at the rate per annum applicable
to Base Rate Loans hereunder, on demand, from the Borrower. The failure of any
Lender to make available its Commitment Percentage of any Loan requested by the
Borrower shall not relieve it or any other Lender of its obligation, hereunder
to make its Commitment Percentage of such Loan available on the borrowing date,
but no Lender shall be responsible for the failure of any other Lender to make
its Commitment Percentage of such Loan available on the borrowing date.
Notwithstanding anything set forth herein to the contrary, any Lender that fails
to make available its Commitment Percentage shall not (i) have any voting or
consent rights under or with respect to any Loan Document or (ii) constitute a
"Lender" (or be included in the calculation of Required Lenders hereunder) for
any voting or consent rights under or with respect to any Loan Document.

      SECTION 4.8       Changed Circumstances.

      (a)   Circumstances Affecting LIBOR Rate Availability. If with respect to
any LIBOR Interest Period the Administrative Agent or any Lender (after
consultation with Administrative Agent) shall determine that, by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars, in the applicable amounts are not being quoted via Dow
Jones Market Screen 3750 or offered to the Administrative Agent or such Lender
for such LIBOR Interest Period, then the Administrative Agent shall forthwith
give notice thereof to the Borrower. Thereafter, until the Administrative Agent
notifies the Borrower that such circumstances no longer exist, the obligation of
the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert
any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and
the Borrower shall repay in full (or cause to be repaid in full) the then
outstanding principal


                                       30
<PAGE>
amount of each such LIBOR Rate Loans together with accrued interest thereon, on
the last day of the then current LIBOR Interest Period applicable to such LIBOR
Rate Loan or convert the then outstanding principal amount of each such LIBOR
Rate Loan to a Base Rate Loan as of the last day of such LIBOR Interest Period.

      (b)   Laws Affecting LIBOR Rate Availability. If, after the date hereof,
the introduction of, or any change in, any Applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or any of its Lending Offices) with any
request or directive (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, shall make it
unlawful or impossible for any of the Lenders (or any of its Lending Offices) to
honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such
Lender shall promptly give notice thereof to the Administrative Agent and the
Administrative Agent shall promptly give notice to the Borrower and the other
Lenders. Thereafter, until the Administrative Agent notifies the Borrower that
such circumstances no longer exist, (i) the obligations of the Lenders to make
LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue
any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may
select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not
lawfully continue to maintain a LIBOR Rate Loan to the end of the then current
LIBOR Interest Period applicable thereto as a LIBOR Rate Loan, the applicable
LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the
remainder of such LIBOR Interest Period.

      (c)   Increased Costs. If, after the date hereof, the introduction of, or
any change in, any Applicable Law, or 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 of the
Lenders (or any of their respective Lending Offices) with any request or
directive (whether or not having the force of law) of such Governmental
Authority, central bank or comparable agency:

            (i)   shall subject any of the Lenders (or any of their respective
Lending Offices) to any tax, duty or other charge with respect to any Note,
Letter of Credit or Application or shall change the basis of taxation of
payments to any of the Lenders (or any of their respective Lending Offices) of
the principal of or interest on any Note, Letter of Credit or Application or any
other amounts due under this Agreement in respect thereof (except for changes in
the rate of tax on the overall net income of any of the Lenders or any of their
respective Lending Offices imposed by the jurisdiction in which such Lender is
organized or is or should be qualified to do business or such Lending Office is
located); or

            (ii)  shall impose, modify or deem applicable any reserve
(including, without limitation, any imposed by the Board of Governors of the
Federal Reserve System), special deposit, insurance or capital or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any of the Lenders (or any of their respective Lending Offices) or
shall impose on any of the Lenders (or any of their respective Lending Offices)
or the foreign exchange and interbank markets any other condition affecting any
Note; and the result of any of the foregoing is to increase the costs to any of
the Lenders of maintaining any LIBOR Rate Loan or issuing or


                                       31
<PAGE>
participating in Letters of Credit or to reduce the yield or amount of any sum
received or receivable by any of the Lenders under this Agreement or under the
Notes in respect of a LIBOR Rate Loan, or Letter of Credit or Application, then
such Lender shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify the Borrower of such fact and demand
compensation therefor and, within fifteen (15) days after such notice by the
Administrative Agent, the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or Lenders for such increased
cost or reduction. The Administrative Agent will promptly notify the Borrower of
any event of which it has knowledge which will entitle such Lender to
compensation pursuant to this Section 4.8(c); provided, that the Administrative
Agent shall incur no liability whatsoever to the Lenders or the Borrower in the
event it fails to do so. The amount of such compensation shall be determined, in
the applicable Lender's sole discretion, based upon the assumption that such
Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London
interbank market and using any reasonable attribution or averaging methods which
such Lender deems appropriate and practical. A certificate of such Lender
setting forth the basis for determining such amount or amounts necessary to
compensate such Lender shall be forwarded to the Borrower through the
Administrative Agent and shall be conclusively presumed to be correct save for
manifest error. Such Lender may demand reimbursement for such increased costs or
reduced amount only for the 180 day period immediately preceding the date of
such written notice, and the Borrower shall have liability only for such 180 day
period.

      SECTION 4.9       Indemnity. The Borrower hereby indemnifies each of the
Lenders against any loss or expense which may arise or be attributable to each
Lender's obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrower to make any payment when due of any amount due hereunder in connection
with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow on a
date specified therefor in a Notice of Borrowing or Notice of
Continuation/Conversion or (c) due to any payment, prepayment or conversion of
any LIBOR Rate Loan on a date other than the last day of the LIBOR Interest
Period therefor. The amount of such loss or expense shall be determined, in the
applicable Lender's sole discretion, based upon the assumption that such Lender
funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank
market and using any reasonable attribution or averaging methods which such
Lender deems appropriate and practical. A certificate of such Lender setting
forth the basis for determining such amount or amounts necessary to compensate
such Lender shall be forwarded to the Borrower through the Administrative Agent
and shall be conclusively presumed to be correct save for manifest error.

      SECTION 4.10      Capital Requirements. If either (a) the introduction of,
or any change in, or in the interpretation of, any Applicable Law or (b)
compliance with any guideline or request from any central bank or comparable
agency or other Governmental Authority (whether or not having the force of law),
has or would have the effect of reducing the rate of return on the capital of,
or has affected or would affect the amount of capital required to be maintained
by, any Lender or any corporation controlling such Lender as a consequence of,
or with reference to the Commitments and other commitments of this type, below
the rate which the Lender or such other corporation could have achieved but for
such introduction, change or compliance, then within five (5) Business Days
after written demand by any such Lender, the Borrower shall pay to such Lender
from time to time as specified by such Lender additional amounts sufficient to
compensate such Lender or other corporation for such reduction. A certificate as
to such amounts submitted to the


                                       32
<PAGE>
Borrower and the Administrative Agent by such Lender, shall, in the absence of
manifest error, be presumed to be correct and binding for all purposes.

      SECTION 4.11      Taxes.

      (a)   Payments Free and Clear. Any and all payments by the Borrower
hereunder or under the Notes or the Letters of Credit shall be made free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholding, and all liabilities with respect
thereto excluding, (i) in the case of each Lender and the Administrative Agent,
income and franchise taxes imposed by the jurisdiction under the laws of which
such Lender or the Administrative Agent (as the case may be) is organized or is
or should be qualified to do business or any political subdivision thereof and
(ii) in the case of each Lender, income and franchise taxes imposed by the
jurisdiction of such Lender's Lending Office or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct or withhold any Taxes from or in
respect of any sum payable hereunder or under any Note or Letter of Credit to
any Lender or the Administrative Agent, (A) the sum payable shall be increased
as may be necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional sums payable
under this Section 4.11) such Lender or the Administrative Agent (as the case
may be) receives an amount equal to the amount such party would have received
had no such deductions or withholdings been made, (B) the Borrower shall make
such deductions or withholdings, (C) the Borrower shall pay the full amount
deducted to the relevant taxing authority or other authority in accordance with
Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent
evidence of such payment to the relevant taxing authority or other Governmental
Authority in the manner provided in Section 4.11(d).

      (b)   Stamp and Other Taxes. In addition, the Borrower shall pay any
present or future stamp, registration, recordation or documentary taxes or any
other similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit or the other Loan Documents, or the perfection of
any rights or security interest in respect thereof (hereinafter referred to as
"Other Taxes").

      (c)   Indemnity. The Borrower shall indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any Taxes and Other Taxes imposed by any jurisdiction on
amounts payable under this Section 4.11) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
Such indemnification shall be made within thirty (30) days from the date such
Lender or the Administrative Agent (as the case may be) makes written demand
therefor.

      (d)   Evidence of Payment. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the Borrower shall furnish to the
Administrative Agent, at its address referred


                                       33
<PAGE>
to in Section 13.1, the original or a certified copy of a receipt evidencing
payment thereof or other evidence of payment satisfactory to the Administrative
Agent.

      (e)   Delivery of Tax Forms. Each Lender organized under the laws of a
jurisdiction other than the United States or any state thereof shall deliver to
the Borrower, with a copy to the Administrative Agent, on the Closing Date or
concurrently with the delivery of the relevant Assignment and Acceptance, as
applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms
W-8BEN, as applicable (or successor forms) properly completed and certifying in
each case that such Lender is entitled to a complete exemption from withholding
or deduction for or on account of any United States federal income taxes, and
(ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable
form, as the case may be, to establish an exemption from United States backup
withholding taxes. Each such Lender further agrees to deliver to the Borrower,
with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI, or successor
applicable forms or manner of certification, as the case may be, on or before
the date that any such form expires or becomes obsolete or after the occurrence
of any event requiring a change in the most recent form previously delivered by
it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes (unless in any such case
an event (including without limitation any change in treaty, law or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders such forms inapplicable or the exemption to which such
forms relate unavailable and such Lender notifies the Borrower and the
Administrative Agent that it is not entitled to receive payments without
deduction or withholding of United States federal income taxes) and, in the case
of a Form W-8BEN or W-8ECI, establishing an exemption from United States backup
withholding tax.

      (f)   Survival. Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 4.11 shall survive the payment in full of the
Obligations and the termination of the Commitments.

      (g)   Tax Credits. Each Lender represents and warrants that each such form
supplied by it to the Administrative Agent and, as the case may be, the Borrower
pursuant to this Section 4.11, and not superseded by another form supplied by
it, is or will be, as the case may be, complete and accurate. Each Lender
further agrees that the Borrower shall not be required to indemnify such Lender
or pay any additional amounts to such Lender in respect of any United States
Federal withholding tax existing on the date such Lender became a Lender
hereunder, or with respect to payments to or for the account of a new lending
office for such Lender, existing on the date such Lender designated such new
lending office with respect to such payments or the related Loans.

      If the Borrower pays any additional amount under this Section 4.11 (a "Tax
Payment") and any Lender or Affiliate thereof effectively obtains a refund or
credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender
of such Affiliate identifies the Tax Credit as being attributable to the Tax
Payment, then such Lender, after actual receipt of such Tax Credit or actual
receipt of the benefits thereof, shall promptly reimburse the Borrower for such
amount as such Lender shall reasonably determine to be the proportion of the Tax
Credit as will leave such Lender (after such reimbursement) in no better or
worse position than it would have been if


                                       34
<PAGE>
the Tax Payment had not been required and such Lender agrees to reasonably
cooperate with the Borrower if the Borrower elects to pursue a refund; provided,
however, that no Lender shall be required to make any such reimbursement or
cooperate with the Borrower if it reasonably, as determined in such Lender's
sole discretion, believes that the making of such reimbursement or cooperating
with the Borrower would cause it to lose the benefit of the Tax Credit or would
adversely affect in any other respect its tax position. Subject to the terms
hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order
and amount as such Lender determines in its sole discretion. Except to the
extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be
obligated to disclose information regarding its tax affairs or computations to
the Borrower, it being understood and agreed that in no event shall any Lender
be required to disclose information regarding its tax position that it deems to
be confidential (other than with respect to the Tax Credit).

      SECTION 4.12      Mitigation of Obligations; Replacement of Lenders.

      (a)   Designation of a Different Lending Office. If any Lender requests
compensation, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for account of any Lender pursuant to
Section 4.8, Section 4.10, or Section 4.11, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates; if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 4.8, Section 4.10, or Section 4.11, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

      (b)   Replacement of Lenders. If any Lender requests compensation or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 4.8,
Section 4.10, or Section 4.11, or if any Lender defaults in its obligation to
fund Loans hereunder, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 13.10 except for Section 13.10(b)(v)), all its
interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another a Lender, if a Lender
accepts such assignment). A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling such Borrower to require such
assignment and delegation cease to apply.




                                       35
<PAGE>
                                    ARTICLE V

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING

         SECTION 5.1 Closing. The closing shall take place at the offices of
Kennedy, Covington, Lobdell & Hickman, L.L.P. at 10:00 a.m. on October 16, 2001,
or on such other date and time as the parties hereto shall mutually agree.

         SECTION 5.2 Conditions to Closing and Initial Extensions of Credit. The
obligation of the Lenders to close this Agreement and to make the initial Loan
or issue or participate in the initial Letter of Credit is subject to the
satisfaction of each of the following conditions:

         (a) Executed Loan Documents. This Agreement, the Revolving Credit
Notes, the Swingline Notes, the Guaranty Agreement and the other Loan Documents
shall have been duly authorized, executed and delivered to the Administrative
Agent by the parties thereto, shall be in full force and effect and no default
or event of default shall exist thereunder, and the Borrower shall have
delivered original counterparts thereof to the Administrative Agent.

         (b) Closing Certificates; etc.

                  (i) Officer's Certificate of the Borrower. The Administrative
Agent shall have received a certificate from a Responsible Officer, in form and
substance satisfactory to the Agents, to the effect that all representations and
warranties of the Borrower and its Subsidiaries contained in this Agreement and
the other Loan Documents are true, correct and complete; that neither the
Borrower nor any of its Subsidiaries is in violation of any of the covenants
contained in this Agreement and the other Loan Documents; that, after giving
effect to the transactions contemplated by this Agreement, no Default or Event
of Default has occurred and is continuing; and that the Borrower has satisfied
each of the closing conditions.

                  (ii) Certificate of Secretary of the Borrower and each
Guarantor. The Administrative Agent shall have received a certificate of the
secretary or assistant secretary of the Borrower and each Guarantor certifying
as to the incumbency and genuineness of the signature of each officer of the
Borrower and each Guarantor executing Loan Documents to which it is a party and
certifying that attached thereto is a true, correct and complete copy of (A) the
charter of the Borrower or such Guarantor and all amendments thereto, certified
as of a recent date by the appropriate Governmental Authority in its
jurisdiction of incorporation, (B) the bylaws of the Borrower or such Guarantor
as in effect on the date of such certifications, (C) resolutions duly adopted by
the Board of Directors of the Borrower or such Guarantor authorizing the
borrowings contemplated hereunder and the execution, delivery and performance of
this Agreement and the other Loan Documents to which it is a party, and (D) each
certificate required to be delivered pursuant to Section 5.2(b)(iii).

                  (iii) Certificates of Good Standing. The Administrative Agent
shall have received certificates as of a recent date of the good standing of the
Borrower and, except as set forth in Section 5.4(c), each Guarantor under the
laws of its jurisdiction of organization and, to the extent requested by the
Administrative Agent, each other jurisdiction where each such Person is
qualified


                                       36
<PAGE>
to do business and, if separately available, a certificate of the relevant
taxing authorities of such jurisdictions certifying that each such Person has
filed required tax returns and owes no delinquent taxes.

                  (iv) Opinions of Counsel. The Administrative Agent shall have
received favorable opinions of counsel to the Borrower and the Guarantors
addressed to the Agents and the Lenders with respect to the Borrower, the
Guarantors, the Loan Documents, the Fresh Express Acquisition and such other
matters as the Lenders shall request.

                  (v) Tax Forms. The Administrative Agent shall have received
copies of the United States Internal Revenue Service forms required by Section
4.11(e).

         (c) Consents; Defaults.

                  (i) Governmental and Third Party Approvals. The Borrower shall
have obtained all necessary approvals, authorizations and consents of any Person
(including, if determined to be applicable by the Agents, consents of the
lenders and all other applicable parties under the Borrower's ELLF agreements
and senior notes) and of all Governmental Authorities and courts having
jurisdiction with respect to the transactions contemplated by this Agreement
(including, without limitation, the Fresh Express Acquisition) and the other
Loan Documents.

                  (ii) No Injunction, Etc. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of, or which is related to or arises out of this
Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, or which, in the sole discretion of the Agents,
would make it inadvisable to consummate the transactions contemplated by this
Agreement and such other Loan Documents.

                  (iii) No Event of Default. No Default or Event of Default
shall have occurred and be continuing.

         (d) Financial Matters.

                  (i) Financial Statements. The Administrative Agent shall have
received the most recent audited and unaudited Consolidated financial statements
of the Borrower and its Subsidiaries (including, without limitation, monthly
financial statements of the Borrower and the Subsidiaries for any such period
less than three (3) months delivered within twenty (20) days of the next
succeeding month's end), all in form and substance satisfactory to the Agents
and prepared in accordance with GAAP.

                  (ii) Financial Condition Certificate. The Borrower shall have
delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Agents, and certified as accurate by a Responsible Officer,
that (A) the Borrower and, on a combined basis, its Subsidiaries are Solvent,
(B) the Borrower's payables are current and not past due, except in the ordinary
course of business, (C) attached thereto is a pro forma balance sheet of the
Borrower and its Subsidiaries


                                       37
<PAGE>
setting forth on a pro forma basis the financial condition of the Borrower and
its Subsidiaries on a Consolidated basis as of that date, reflecting on a pro
forma basis the effect of all acquisitions consummated by the Borrower or its
Subsidiaries within the twelve (12) month period ended June 30, 2001 together
with the Fresh Express Acquisition and the SFC Acquisition, and the transactions
contemplated herein, including all fees and expenses in connection therewith,
and evidencing compliance on a pro forma basis with the covenants contained in
Articles IX and X, (D) the five (5) year financial projections (which
projections make certain assumptions regarding generic acquisitions by the
Borrower or its Subsidiaries) previously delivered to the Administrative Agent
represent the good faith opinions of the Borrower and senior management thereof
as to the projected results contained therein and (E) any updates or
modifications to the financial statements previously delivered.

                  (iii) Financial Covenants. The Borrower shall have delivered
to the Administrative Agent evidence in form and substance satisfactory to the
Agents that as of the Closing Date (i) the ratio of Borrower's Total Debt to
EBITDAR is less than 3.25 to 1.0, (ii) pro forma EBITDA for Borrower and its
Subsidiaries for the twelve (12) month period ended June 30, 2001 (including the
SFC Acquisition and all other acquisitions consummated by Borrower and its
Subsidiaries during such period) is at least $105,000,000, and (iii) pro forma
EBITDA for Fresh Express for the twelve (12) month period ended June 30, 2001 is
at least $45,000,000.

                  (iv) Payment at Closing; Fee Letters. The Borrower shall have
paid the fees set forth or referenced in Section 4.3 and any other accrued and
unpaid fees or commissions due hereunder (including, without limitation, legal
fees and expenses) to the Agents and the Lenders, and to any other Person such
amount as may be due thereto in connection with the transactions contemplated
hereby, including all taxes, fees and other charges in connection with the
execution, delivery, recording, filing and registration of any of the Loan
Documents. The Administrative Agent shall have received duly authorized and
executed copies of the fee letter agreement referred to in Section 4.3(c).

         (e) Additional Equity/Subordinated Debt.

                  (i) The Borrower shall have delivered to the Administrative
Agent evidence, in form and substance satisfactory to the Agents, that the
Borrower has received gross proceeds from the Common Stock Issuance in the
amount of at least $125,000,000, upon terms and conditions reasonably acceptable
to the Agents.

                  (ii) The Borrower shall have delivered to the Administrative
Agent evidence, in form and substance satisfactory to the Agents, that the
Borrower has received gross proceeds from the issuance of the Convertible
Subordinated Notes of at least $125,000,000, upon terms and conditions
reasonably acceptable to the Agents.

         (f) Miscellaneous.

                  (i) Notice of Borrowing. The Administrative Agent shall have
received a Notice of Borrowing from the Borrower in accordance with Section
2.3(a), and a Notice of Account


                                       38
<PAGE>
Designation specifying the account or accounts to which the proceeds of any
Loans made after the Closing Date are to be disbursed.

                  (ii) Proceedings and Documents. All opinions, certificates and
other instruments and all proceedings in connection with the transactions
contemplated by this Agreement shall be satisfactory in form and substance to
the Agents and the Lenders. The Agents and the Lenders shall have received
copies of all other instruments and other evidence they may reasonably request,
in form and substance satisfactory to them, with respect to the transactions
contemplated by this Agreement and the taking of all actions in connection
therewith.

                  (iii) Existing Indebtedness. The Existing Facility and all
outstanding Debt of the Borrower and its Subsidiaries (exclusive of obligations
under existing ELLF agreements, senior notes, the Receivables Purchase Facility,
existing industrial revenue bond financings and other Debt existing on the
Closing Date which is permitted pursuant to Section 10.1) shall be repaid and
terminated and all collateral security therefor shall be released, and the
Administrative Agent shall have received a pay-off letter in form and substance
satisfactory to the Agents evidencing such repayment, termination, reconveyance
and release.

                  (iv) Fresh Express Acquisition. The Borrower shall have
delivered to the Administrative Agent, in form and substance satisfactory to the
Agents, all documentation (including all amendments, modifications and waivers
thereto) relating to the Fresh Express Acquisition, all closing conditions
therein shall be completed to the satisfaction of the Agents, and the Fresh
Express Acquisition shall be consummated on or prior to the Closing Date.

                  (v) Tax and Corporate Structure. The Agents shall be satisfied
with the tax and corporate structure of the Borrower and its Subsidiaries both
before and after the closing of the Fresh Express Acquisition.

                  (vi) Due Diligence and Other Documents. The Borrower shall
have delivered to the Administrative Agent, in form and substance satisfactory
to the Agents, (i) all employment agreements between Borrower and its key
employees, (ii) copies of all existing environmental review reports as to any
environmental hazards or liabilities related to real property acquired in the
Fresh Express Acquisition along with a reliance letter from the environmental
review firm(s) who prepared such report(s), and (iii) such other documents,
certificates and opinions as the Administrative Agent may reasonably request.

         SECTION 5.3 Conditions to All Extensions of Credit. The obligations of
the Lenders to make any Extensions of Credit (including the initial Extension of
Credit), convert or continue any Loan and/or the Issuing Lender to issue or
extend any Letter of Credit are subject to the satisfaction of the following
conditions precedent on the relevant borrowing, conversion, continuation,
issuance or extension date, as applicable:

         (a) Continuation of Representations and Warranties. The representations
and warranties contained in Article VI shall be true and correct on and as of
such borrowing, conversion, continuation, issuance or extension date with the
same effect as if made on and as of such date,


                                       39
<PAGE>
except for any representation and warranty made as of an earlier date, which
representation and warranty shall remain true and correct as of such earlier
date.

         (b) No Existing Default. No Default or Event of Default shall have
occurred and be continuing hereunder (i) on the borrowing, conversion or
continuation date with respect to such Loan or after giving effect to the Loans
to be made on such date or (ii) or the issuance or extension date with respect
to such Letter of Credit or after giving effect to the issuance or extension of
such Letter of Credit on such date.

         (c) Officer's Compliance Certificate; Additional Documents. The
Administrative Agent shall have received the current Officer's Compliance
Certificate and each additional document, instrument, legal opinion or other
item of information reasonably requested by the Agents.

         SECTION 5.4 Post-Closing Conditions.

         (a) Additional Guarantors. As soon as possible but in any event within
ten (10) days of the Closing Date, the Administrative Agent shall have received
all documents required to be delivered pursuant to Section 8.12 with respect to
any Subsidiary of Fresh Express that has not previously executed the Guaranty
Agreement.

         (b) Judgment, Tax and Lien Searches. As soon as possible but in any
event within fifteen (15) days of the Closing Date, the Administrative Agent
shall have received all judgment, tax and lien searches usual and customary for
facilities of this type and as may be requested by the Administrative Agent, all
of which shall be in form and substance satisfactory to the Administrative
Agent.

         (c) Certificates of Good Standing of Certain Guarantors. As soon as
possible but in any event within ten (10) days of the Closing Date, the
Administrative Agent shall have received certificates as of a recent date of the
good standing of Alliance Foodservice, Inc., Carroll County Foods, Inc. and
Kansas City Salad, L.L.C. under the laws of its jurisdiction of organization
and, to the extent requested by the Administrative Agent, each other
jurisdiction each such Person is qualified to do business and, if separately
available, a certificate of the relevant taxing authorities of such
jurisdictions certifying that each such Person has filed required tax returns
and owes no delinquent taxes.

                                   ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         SECTION 6.1 Representations and Warranties. To induce the Agents and
Lenders to enter into this Agreement and to induce the Lenders to make
Extensions of Credit, the Borrower hereby represents and warrants to the Agents
and Lenders both before and after giving effect to the transactions contemplated
hereunder that:

                                       40
<PAGE>
         (a) Organization; Power; Qualification. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or formation, has the power and
authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification and authorization, except
where the failure to be so qualified or authorized would not have a Material
Adverse Effect on the Borrower and its Subsidiaries. The jurisdictions in which
the Borrower and its Subsidiaries are organized and qualified to do business as
of the Closing Date are described on Schedule 6.1(a).

         (b) Ownership. Each Subsidiary of the Borrower as of the Closing Date
is listed on Schedule 6.1(b). As of the Closing Date, the capitalization of the
Borrower and its Subsidiaries consists of the number of shares, authorized,
issued and outstanding, of such classes and series, with or without par value,
described on Schedule 6.1(b). All outstanding shares have been duly authorized
and validly issued and are fully paid and nonassessable, with no personal
liability attaching to the ownership thereof, and not subject to any preemptive
or similar rights. The shareholders of the Subsidiaries of the Borrower and the
number of shares owned by each as of the Closing Date are described on Schedule
6.1(b). As of the Closing Date, there are no outstanding stock purchase
warrants, subscriptions, options, securities, instruments or other rights of any
type or nature whatsoever, which are convertible into, exchangeable for or
otherwise provide for or permit the issuance of capital stock of the Borrower or
its Subsidiaries, except as described on Schedule 6.1(b).

         (c) Authorization of Agreement, Loan Documents and Borrowing. Each of
the Borrower and its Subsidiaries has the right, power and authority and has
taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms. This Agreement
and each of the other Loan Documents have been duly executed and delivered by
the duly authorized officers of the Borrower and each of its Subsidiaries party
thereto, and each such document constitutes the legal, valid and binding
obligation of the Borrower or its Subsidiary party thereto, enforceable in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar state or federal
debtor relief laws from time to time in effect which affect the enforcement of
creditors' rights in general and the availability of equitable remedies.

         (d) Compliance of Agreement, Loan Documents and Borrowing with Laws,
Etc. The execution, delivery and performance by the Borrower and its
Subsidiaries of the Loan Documents to which each such Person is a party, in
accordance with their respective terms, the Extensions of Credit hereunder and
the transactions contemplated hereby do not and will not, by the passage of
time, the giving of notice or otherwise, (i) require any Governmental Approval
or violate any Applicable Law relating to the Borrower or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute a default
under the articles of incorporation, bylaws or other organizational documents of
the Borrower or any of its Subsidiaries, (iii) conflict with, result in a breach
of or constitute a default under any indenture, agreement or other instrument to
which such Person is a party or by which any of its properties may be bound or
any Governmental Approval relating to such Person, except to the extent a breach
or default under such indenture, agreement or instrument


                                       41
<PAGE>
would not have a Material Adverse Effect, or (iv) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by such Person other than Liens arising under the
Loan Documents.

         (e) Compliance with Law; Governmental Approvals. Each of the Borrower
and its Subsidiaries (i) has all Governmental Approvals required by any
Applicable Law for it to conduct its business, each of which is in full force
and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to the best of its knowledge, threatened attack by direct or
collateral proceeding, except where the failure to have such Governmental
Approvals would not reasonably be expected to have a Material Adverse Effect,
and (ii) is in compliance with each Governmental Approval applicable to it and
in compliance with all other Applicable Laws relating to it or any of its
respective properties, except where the failure to so comply would not
reasonably be expected to have a Material Adverse Effect.

         (f) Tax Returns and Payments. Each of the Borrower and its Subsidiaries
has duly filed or caused to be filed all federal, state, local and other tax
returns required by Applicable Law to be filed, and has paid, or made adequate
provision for the payment of, all federal, state, local and other taxes,
assessments and governmental charges or levies upon it and its property, income,
profits and assets which are due and payable. Such returns accurately reflect in
all material respects all liability for taxes of the Borrower and its
Subsidiaries for the periods covered thereby. Except as described on Schedule
6.1(f), there is no ongoing audit or examination of any material nature or, to
the knowledge of the Borrower, other investigation by any Governmental Authority
of the tax liability of the Borrower and its Subsidiaries. No Governmental
Authority has asserted any Lien or other claim against the Borrower or any
Subsidiary thereof with respect to unpaid taxes which has not been discharged or
resolved. The charges, accruals and reserves on the books of the Borrower and
any of its Subsidiaries in respect of federal, state, local and other taxes for
all Fiscal Years and portions thereof since the organization of the Borrower and
any of its Subsidiaries are in the judgment of the Borrower adequate, and the
Borrower does not anticipate any additional taxes or assessments for any of such
years.

         (g) Intellectual Property Matters. Each of the Borrower and its
Subsidiaries owns or possesses rights to use all franchises, licenses,
copyrights, copyright applications, patents, patent rights or licenses, patent
applications, trademarks, trademark rights, service mark, service mark rights,
trade names, trade name rights, copyrights and rights with respect to the
foregoing which are required to conduct its business. No event has occurred
which permits, or after notice or lapse of time or both would permit, the
revocation or termination of any such rights, and neither the Borrower nor any
Subsidiary thereof is liable to any Person for infringement under Applicable Law
with respect to any such rights as a result of its business operations.

         (h) Environmental Matters.

                  (i) To the knowledge of the Borrower, the properties owned,
leased or operated by the Borrower and its Subsidiaries now or in the past do
not contain, and to their knowledge have not previously contained, any Hazardous
Materials in amounts or concentrations which (A) constitute or constituted a
violation of applicable Environmental Laws or (B) could reasonably be expected
to give rise to liability under applicable Environmental Laws;

                                       42
<PAGE>
                  (ii) The Borrower, each Subsidiary and such properties and all
operations conducted in connection therewith are in compliance, and have been in
compliance, with all applicable Environmental Laws, except where the failure to
be in compliance would not reasonably be expected to have a Material Adverse
Effect, and, to the knowledge of the Borrower, there is no contamination at,
under or about such properties or such operations which could interfere with the
continued operation of such properties or impair the fair saleable value
thereof;

                  (iii) Neither the Borrower nor any Subsidiary thereof has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters, Hazardous Materials, or
compliance with Environmental Laws, nor does the Borrower or any Subsidiary
thereof have knowledge or reason to believe that any such notice will be
received or is being threatened;

                  (iv) To the knowledge of the Borrower, Hazardous Materials
have not been transported or disposed of to or from the properties owned, leased
or operated by the Borrower and its Subsidiaries in violation of, or in a manner
or to a location which could give rise to liability under, Environmental Laws,
nor have any Hazardous Materials been generated, treated, stored or disposed of
at, on or under any of such properties in violation of, or in a manner that
could give rise to liability under, any applicable Environmental Laws;

                  (v) No judicial proceedings or governmental or administrative
action is pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary thereof is or will be
named as a potentially responsible party with respect to such properties or
operations conducted in connection therewith, nor are there any consent decrees
or other decrees, consent orders, administrative orders or other orders, or
other administrative or judicial requirements outstanding under any
Environmental Law with respect to Borrower, any Subsidiary or such properties or
operations; and

                  (vi) To the Borrower's knowledge, there has been no release,
or threat of release, of Hazardous Materials at or from properties owned, leased
or operated by the Borrower or any Subsidiary, now or in the past, in violation
of or in amounts or in a manner that could give rise to liability under
Environmental Laws.

         (i) ERISA.

                  (i) As of the Closing Date, neither the Borrower nor any ERISA
Affiliate maintains or contributes to, or has any obligation under, any Employee
Benefit Plans other than those identified on Schedule 6.1(i);

                  (ii) The Borrower and each ERISA Affiliate is in compliance
with all applicable provisions of ERISA and the regulations and published
interpretations thereunder with respect to all Employee Benefit Plans except for
any required amendments for which the remedial amendment period as defined in
Section 401(b) of the Code has not yet expired, except where the failure to so
comply would not reasonably be expected to have a Material Adverse Effect. Each
Employee Benefit Plan that is intended to be qualified under Section 401(a) of
the Code has been


                                       43
<PAGE>
determined by the Internal Revenue Service to be so qualified, and each trust
related to such plan has been determined to be exempt under Section 501(a) of
the Code. No liability has been incurred by the Borrower or any ERISA Affiliate
which remains unsatisfied for any taxes or penalties with respect to any
Employee Benefit Plan or any Multiemployer Plan, except where such liability
would not reasonably be expected to have a Material Adverse Effect;

                  (iii) No Pension Plan has been terminated, nor has any
accumulated funding deficiency (as defined in Section 412 of the Code) been
incurred (without regard to any waiver granted under Section 412 of the Code),
nor has any funding waiver from the Internal Revenue Service been received or
requested with respect to any Pension Plan, nor has the Borrower or any ERISA
Affiliate failed to make any contributions or to pay any amounts due and owing
as required by Section 412 of the Code, Section 302 of ERISA or the terms of any
Pension Plan prior to the due dates of such contributions under Section 412 of
the Code or Section 302 of ERISA, nor has there been any event requiring any
disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any
Pension Plan;

                  (iv) Neither the Borrower nor any ERISA Affiliate has: (A)
engaged in a nonexempt prohibited transaction described in Section 406 of the
ERISA or Section 4975 of the Code, which would result in material liability
under ERISA or the Code, (B) incurred any liability to the PBGC which remains
outstanding other than the payment of premiums and there are no premium payments
which are due and unpaid, (C) failed to make a required contribution or payment
to a Multiemployer Plan, or (D) failed to make a required installment or other
required payment under Section 412 of the Code;

                  (v) No Termination Event has occurred or is reasonably
expected to occur; and

                  (vi) No proceeding, claim (except for ordinary claims for
benefits under an Employee Benefit Plan), lawsuit and/or investigation is
existing or, to the best knowledge of the Borrower after due inquiry, threatened
concerning or involving any (A) employee welfare benefit plan (as defined in
Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or
any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

         (j) Margin Stock. Neither the Borrower nor any Subsidiary thereof is
engaged principally or as one of its activities in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each
such term is defined or used in Regulation U of the Board of Governors of the
Federal Reserve System). No part of the proceeds of any of the Loans or Letters
of Credit will be used for purchasing or carrying margin stock or for any
purpose which violates, or which would be inconsistent with, the provisions of
Regulation T, U or X of such Board of Governors.

         (k) Government Regulation. Neither the Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an "investment
company" (as each such term is defined or used in the Investment Company Act of
1940, as amended) and neither the Borrower nor any Subsidiary thereof is, or
after giving effect to any Extension of Credit will be, subject to regulation
under the Public Utility Holding Company Act of 1935 or the Interstate Commerce
Act,


                                       44
<PAGE>
each as amended, or any other Applicable Law which limits its ability to incur
or consummate the transactions contemplated hereby.

         (l) Material Contracts. Schedule 6.1(l) sets forth a complete and
accurate list of all Material Contracts of the Borrower and its Subsidiaries
which involve monetary liability of or to any such Person in an amount in excess
of $20,000,000 per annum and which are in effect as of the Closing Date and not
listed on any other Schedule hereto (other than Material Contracts of the
Borrower and its Subsidiaries entered into in the ordinary course of business
with respect to sales contracts to customers and purchase contracts from
suppliers); other than as set forth in Schedule 6.1(l), each Material Contract
is, and after giving effect to the consummation of the transactions contemplated
by the Loan Documents will be, in full force and effect in accordance with the
terms thereof. The Borrower and its Subsidiaries have made available to the
Administrative Agent a true and complete copy of each Material Contract required
to be listed on Schedule 6.1(l) or any other Schedule hereto. Neither the
Borrower nor any Subsidiary (nor, to the knowledge of the Borrower, any other
party thereto) is in breach of or in default under any Material Contract in any
material respect.

         (m) Employee Relations. Each of the Borrower and its Subsidiaries has a
stable work force in place and is not, as of the Closing Date, party to any
collective bargaining agreement nor has any labor union been recognized as the
representative of its employees except as set forth on Schedule 6.1(m). The
Borrower knows of no pending, threatened or contemplated strikes, work stoppage
or other collective labor disputes involving its employees or those of its
Subsidiaries.

         (n) Burdensome Provisions. Neither the Borrower nor any Subsidiary
thereof is a party to any indenture, agreement, lease or other instrument, or
subject to any corporate or partnership restriction, Governmental Approval or
Applicable Law which is so unusual or burdensome as in the foreseeable future
could be reasonably expected to have a Material Adverse Effect. The Borrower and
its Subsidiaries do not presently anticipate that future expenditures needed to
meet the provisions of any statutes, orders, rules or regulations of a
Governmental Authority will be so burdensome as to have a Material Adverse
Effect. Except pursuant to the Receivables Purchase Agreement, no Subsidiary is
a party to any agreement or instrument or otherwise subject to any restriction
or encumbrance that restricts or limits its ability to make dividend payments or
other distributions in respect of its capital stock to the Borrower or any
Subsidiary or to transfer any of its assets or properties to the Borrower or any
other Subsidiary, in each case other than existing under or by reason of the
Loan Documents or Applicable Law.

         (o) Financial Statements. The (i) audited Consolidated balance sheets
of the Borrower and its Subsidiaries as of December 31, 2000, and the related
statements of income and retained earnings and cash flows for the Fiscal Years
then ended and (ii) unaudited Consolidated balance sheet of the Borrower and its
Subsidiaries as of June 30, 2001, and related unaudited interim statements of
revenue and retained earnings, copies of which have been furnished to the Agents
and each Lender, are complete and correct and fairly present, in all material
respects, the assets, liabilities and financial position of the Borrower and its
Subsidiaries as at such dates, and the results of the operations and changes of
financial position for the periods then ended. All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP. The Borrower and its Subsidiaries have no Debt, obligation
or other unusual forward or


                                       45
<PAGE>
long-term commitment which is not fairly reflected in the foregoing financial
statements or in the notes thereto.

         (p) No Material Adverse Change. Since June 30, 2001, there has been no
material adverse change in the properties, business, operations, prospects, or
condition (financial or otherwise) of the Borrower and its Subsidiaries and no
event has occurred or condition arisen that could reasonably be expected to have
a Material Adverse Effect.

         (q) Solvency. As of the Closing Date and after giving effect to each
Extension of Credit made hereunder, the Borrower and, on a combined basis, its
Subsidiaries will be Solvent.

         (r) Titles to Properties. Each of the Borrower and its Subsidiaries has
such title to the real property owned or leased by it as is necessary or
desirable to the conduct of its business and valid and legal title to all of its
personal property and assets, including, but not limited to, those reflected on
the balance sheets of the Borrower and its Subsidiaries delivered pursuant to
Section 6.1(o), except those which have been disposed of by the Borrower or its
Subsidiaries subsequent to such date which dispositions have been in the
ordinary course of business or as otherwise expressly permitted hereunder.

         (s) Liens. None of the properties and assets of the Borrower or any
Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to
Section 10.3. No financing statement under the Uniform Commercial Code of any
state which names the Borrower or any Subsidiary thereof or any of their
respective trade names or divisions as debtor and which has not been terminated,
has been filed in any state or other jurisdiction and neither the Borrower nor
any Subsidiary thereof has signed any such financing statement or any security
agreement authorizing any secured party thereunder to file any such financing
statement, except to perfect those Liens permitted by Section 10.3.

         (t) Debt and Guaranty Obligations. Schedule 6.1(t) is a complete and
correct listing of all Debt and Guaranty Obligations of the Borrower and its
Subsidiaries as of the Closing Date in excess of $1,000,000 (per occurrence).
The Borrower and its Subsidiaries have performed and are in compliance with all
of the terms of such Debt and Guaranty Obligations and all instruments and
agreements relating thereto, and no default or event of default, or event or
condition which with notice or lapse of time or both would constitute such a
default or event of default on the part of the Borrower or its Subsidiaries
exists with respect to any such Debt or Guaranty Obligation.

         (u) Litigation. Except for matters existing on the Closing Date and set
forth on Schedule 6.1(u), there are no actions, suits or proceedings pending
nor, to the knowledge of the Borrower, threatened against or in any other way
relating adversely to or affecting the Borrower or any Subsidiary thereof or any
of their respective properties in any court or before any arbitrator of any kind
or before or by any Governmental Authority, which would reasonably be expected
to have a Material Adverse Effect.

         (v) Absence of Defaults. No event has occurred or is continuing which
constitutes a Default or an Event of Default, or which constitutes, or which
with the passage of time or giving of notice or both would constitute, a default
or event of default by the Borrower or any Subsidiary


                                       46
<PAGE>
thereof under any Material Contract or judgment, decree or order to which the
Borrower or its Subsidiaries is a party or by which the Borrower or its
Subsidiaries or any of their respective properties may be bound or which would
require the Borrower or its Subsidiaries to make any payment thereunder prior to
the scheduled maturity date therefor.

         (w) Accuracy and Completeness of Information. All written information,
reports and other papers and data produced by or on behalf of the Borrower or
any Subsidiary thereof and furnished to the Lenders were, at the time the same
were so furnished, taken as a whole, complete and correct in all respects to the
extent necessary to give the recipient a true and accurate knowledge of the
subject matter. No document furnished or written statement made to the Agents or
the Lenders by the Borrower or any Subsidiary thereof in connection with the
negotiation, preparation or execution of this Agreement or any of the Loan
Documents contains or will contain any untrue statement of a fact material to
the creditworthiness of the Borrower or its Subsidiaries or omits or will omit
to state a fact necessary in order to make the statements contained therein not
misleading. The Borrower is not aware of any facts which it has not disclosed in
writing to the Administrative Agent having a Material Adverse Effect, or insofar
as the Borrower can now foresee, which could reasonably be expected to have a
Material Adverse Effect.

         (x) Senior Debt Status. The Obligations of the Borrower and each of its
Subsidiaries under this Agreement and each of the other Loan Documents ranks and
shall continue to rank at least senior in priority of payment to all
Subordinated Debt (in each case as permitted under Section 10.1) of each such
Person and (i) is designated as, and constitutes, "Senior Indebtedness" under
all instruments and documents, now or in the future, relating to all
Subordinated Debt (in each case as permitted under Section 10.1) of such Person
and (ii) is further designated as, and constitutes, "Designated Senior
Indebtedness" with respect to the Convertible Subordinated Notes.

         SECTION 6.2 Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VI and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including but not limited to any such representation or warranty made
in or in connection with any amendment thereto) shall constitute representations
and warranties made under this Agreement. All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the
Closing Date, shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.

                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

         Until all the Obligations have been finally paid and satisfied in full
and the Commitments terminated, unless consent has been obtained in the manner
set forth in Section 13.11, the Borrower will furnish or cause to be furnished
to the Administrative Agent at the Administrative Agent's Office and to the
Lenders at their respective addresses as set forth on Schedule 1.1(a), or such
other office as may be designated by the Administrative Agent and Lenders from
time to time:

                                       47
<PAGE>
         SECTION 7.1 Financial Statements and Projections.

         (a) Quarterly Financial Statements. As soon as practicable and in any
event within forty-five (45) days after the end of the first three (3) fiscal
quarters of each Fiscal Year, an unaudited Consolidated balance sheet of the
Borrower and its Subsidiaries as of the close of such fiscal quarter and
unaudited Consolidated statements of income, and cash flows for the fiscal
quarter then ended and that portion of the Fiscal Year then ended, including the
notes thereto, all in reasonable detail setting forth in comparative form the
corresponding figures for the preceding Fiscal Year and prepared by the Borrower
in accordance with GAAP and, if applicable, containing disclosure of the effect
on the financial position or results of operations of any change in the
application of accounting principles and practices during the period, and
certified by the chief financial officer of the Borrower to present fairly in
all material respects the financial condition of the Borrower and its
Subsidiaries as of their respective dates and the results of operations of the
Borrower and its Subsidiaries for the respective periods then ended, subject to
normal year end adjustments.

         (b) Annual Financial Statements. As soon as practicable and in any
event within ninety (90) days after the end of each Fiscal Year, an audited
Consolidated balance sheet of the Borrower and its Subsidiaries as of the close
of such Fiscal Year and audited Consolidated statements of income, shareholders'
equity and cash flows for the Fiscal Year then ended, including the notes
thereto, all in reasonable detail setting forth in comparative form the
corresponding figures for the preceding Fiscal Year and prepared by an
independent certified public accounting firm acceptable to the Agents in
accordance with GAAP and, if applicable, containing disclosure of the effect on
the financial position or results of operation of any change in the application
of accounting principles and practices during the year, and accompanied by a
report thereon by such certified public accountants that is not qualified with
respect to scope limitations imposed by the Borrower or any of its Subsidiaries
or with respect to accounting principles followed by the Borrower or any of its
Subsidiaries not in accordance with GAAP.

         (c) Annual Business Plan and Financial Projections. As soon as
practicable and in any event within forty-five (45) days after the beginning of
each Fiscal Year, a business plan of the Borrower and its Subsidiaries for the
ensuing four (4) fiscal quarters, such plan to be prepared in accordance with
GAAP and to include, on a quarterly basis, the following: a quarterly operating
and capital budget, a projected income statement, statement of cash flows and
balance sheet and a statement of the assumptions underlying such projections.

         SECTION 7.2 Officer's Compliance Certificate. At each time financial
statements are delivered pursuant to Sections 7.1 (a) or (b) and at such other
times as the Agents shall reasonably request, a certificate of the chief
financial officer or the treasurer of the Borrower in the form of Exhibit F
attached hereto (an "Officer's Compliance Certificate").

         SECTION 7.3 Accountants' Certificate. At each time financial statements
are delivered pursuant to Section 7.1(b), a certificate of the independent
public accountants certifying such financial statements addressed to the
Administrative Agent for the benefit of the Lenders:

                                       48
<PAGE>
         (a) stating that in making the examination necessary for the
certification of such financial statements, they obtained no knowledge of any
Default or Event of Default or, if such is not the case, specifying such Default
or Event of Default and its nature and period of existence; and

         (b) including the calculations prepared by such accountants required to
establish whether or not the Borrower and its Subsidiaries are in compliance
with the financial covenants set forth in Article IX as at the end of each
respective period.

         SECTION 7.4 Other Reports.

         (a) Promptly upon receipt thereof, copies of all reports, if any,
submitted to the Borrower or its Board of Directors by its independent public
accountants in connection with their auditing function, including, without
limitation, any management report and any management responses thereto ; and

         (b) Such other information regarding the operations, business affairs
and financial condition of the Borrower or any of its Subsidiaries as the Agents
or any Lender may reasonably request.

         SECTION 7.5 Notice of Litigation and Other Matters. Prompt (but in no
event later than ten (10) days after an officer of the Borrower obtains
knowledge thereof) telephonic and written notice of:

         (a) the commencement of all proceedings and investigations by or before
any Governmental Authority and all actions and proceedings in any court or
before any arbitrator against or involving the Borrower or any Subsidiary
thereof or any of their respective properties, assets or businesses, except
where such proceeding or investigation would not reasonably be expected to have
a Material Adverse Effect;

         (b) any notice of any violation received by the Borrower or any
Subsidiary thereof from any Governmental Authority including, without
limitation, any notice of violation of Environmental Laws which in any such case
could reasonably be expected to have a Material Adverse Effect;

         (c) any labor controversy that has resulted in, or threatens to result
in, a strike or other work action against the Borrower or any Subsidiary thereof
that could reasonably be expected to have a Material Adverse Effect;

         (d) any attachment, judgment, lien, levy or order exceeding $1,000,000
that may be assessed against or threatened against the Borrower or any
Subsidiary thereof;

         (e) (i) any Default or Event of Default, (ii) the occurrence or
existence of any event or circumstance that forseeably will become a Default or
Event of Default or (iii) any event which constitutes or which with the passage
of time or giving of notice or both would constitute a default or event of
default under any Material Contract to which the Borrower or any of its
Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or
any of their respective properties may be bound;

                                       49
<PAGE>
         (f) (i) any unfavorable determination letter from the Internal Revenue
Service regarding the qualification of an Employee Benefit Plan under Section
401(a) of the Code (along with a copy thereof), (ii) all notices received by the
Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension
Plan or to have a trustee appointed to administer any Pension Plan, (iii) all
notices received by the Borrower or any ERISA Affiliate from a Multiemployer
Plan sponsor concerning the imposition or amount of withdrawal liability
pursuant to Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or
reason to know that the Borrower or any ERISA Affiliate has filed or intends to
file a notice of intent to terminate any Pension Plan under a distress
termination within the meaning of Section 4041(c) of ERISA; and

         (g) any event which makes any of the representations set forth in
Section 6.1 inaccurate in any material respect.

         SECTION 7.6 Accuracy of Information. All written information, reports,
statements and other papers and data furnished by or on behalf of the Borrower
or any of its Subsidiaries to the Administrative Agent, the Syndication Agent or
any Lender (other than financial forecasts) whether pursuant to this Article VII
or any other provision of this Agreement or any other Loan Document, shall be,
at the time the same is so furnished, complete and correct in all material
respects to the extent necessary to give such Agent or any Lender complete, true
and accurate knowledge of the subject matter based on the knowledge by the
Borrower or any of its Subsidiaries thereof.

                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

         Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner
provided for in Section 13.11, the Borrower will, and will cause each of its
Subsidiaries to:

         SECTION 8.1 Preservation of Corporate Existence and Related Matters.
Except as permitted by Section 10.5, preserve and maintain its separate
corporate existence and all rights, franchises, licenses and privileges
necessary to the conduct of its business, and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction in which
the failure to so qualify would have a Material Adverse Effect.

         SECTION 8.2 Maintenance of Property. Protect and preserve all
properties useful in and material to its business, including copyrights,
patents, trade names and trademarks; maintain in good working order and
condition all buildings, equipment and other tangible real and personal
property; and from time to time make or cause to be made all renewals,
replacements and additions to such property necessary for the conduct of its
business, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

                                       50
<PAGE>
         SECTION 8.3 Insurance. Maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses and as may be required by
Applicable Law, and on the Closing Date and from time to time thereafter deliver
to the Administrative Agent upon its request a detailed list of the insurance
then in effect, stating the names of the insurance companies, the amounts and
rates of the insurance, the dates of the expiration thereof and the properties
and risks covered thereby.

         SECTION 8.4 Accounting Methods and Financial Records. Maintain a system
of accounting, and keep such books, records and accounts (which shall be true
and complete in all material respects) as may be required or as may be necessary
to permit the preparation of financial statements in accordance with GAAP and in
compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

         SECTION 8.5 Payment and Performance of Obligations. Pay and perform all
Obligations under this Agreement and the other Loan Documents, and pay or
perform (a) all taxes, assessments and other governmental charges that may be
levied or assessed upon it or any of its property, and (b) all other
indebtedness, obligations and liabilities in accordance with customary trade
practices; provided, that the Borrower or such Subsidiary may contest any item
described in clauses (a) or (b) of this Section 8.5 in good faith so long as
adequate reserves are maintained with respect thereto in accordance with GAAP.

         SECTION 8.6 Compliance With Laws and Approvals. Observe and remain in
compliance with all Applicable Laws and maintain in full force and effect all
Governmental Approvals, in each case applicable to the conduct of its business,
except where the failure to so comply would not reasonably be expected to have a
Material Adverse Effect.

         SECTION 8.7 Environmental Laws. In addition to and without limiting the
generality of Section 8.6, (a) comply with all applicable Environmental Laws and
obtain and comply with and maintain any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except where the failure to so comply would not reasonably be expected to
have a Material Adverse Effect, (b) conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws, and promptly comply with all lawful orders
and directives of any Governmental Authority regarding Environmental Laws, and
(c) defend, indemnify and hold harmless the Agents and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
presence of Hazardous Materials, or the violation of, noncompliance with or
liability under any Environmental Laws applicable to the operations of the
Borrower or such Subsidiary, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing directly result from the gross negligence or willful
misconduct of the party seeking indemnification therefor.

                                       51
<PAGE>
         SECTION 8.8 Compliance with ERISA. In addition to and without limiting
the generality of Section 8.6, (a) comply with all applicable provisions of
ERISA and the regulations and published interpretations thereunder with respect
to all Employee Benefit Plans, (b) not take any action or fail to take action
the result of which could be a liability to the PBGC or to a Multiemployer Plan,
(c) not participate in any prohibited transaction that could result in any civil
penalty under ERISA or tax under the Code, (d) operate each Employee Benefit
Plan in such a manner that will not incur any tax liability under Section 4980B
of the Code or any liability to any qualified beneficiary as defined in Section
4980B of the Code and (e) furnish to the Administrative Agent upon the
Administrative Agent's request such additional information about any Employee
Benefit Plan as may be reasonably requested by the Administrative Agent.

         SECTION 8.9 Compliance With Agreements. Comply in all respects with
each term, condition and provision of all leases, agreements and other
instruments entered into in the conduct of its business including, without
limitation, any Material Contract, except where the failure to so comply would
not reasonably be excepted to have a Material Adverse Effect; provided, that the
Borrower or such Subsidiary may contest any such lease, agreement or other
instrument in good faith through applicable proceedings so long as adequate
reserves are maintained in accordance with GAAP.

         SECTION 8.10 Conduct of Business. Engage only in businesses in
substantially the same fields as the businesses conducted on the Closing Date
and in lines of business reasonably related thereto.

         SECTION 8.11 Visits and Inspections. Upon two (2) Business Days prior
notice to the Borrower, permit representatives of the Agents or any Lender, from
time to time, to visit and inspect its properties; inspect, audit and make
extracts from its books, records and files, including, but not limited to,
management letters prepared by independent accountants; and discuss with its
principal officers, and its independent accountants, its business, assets,
liabilities, financial condition, results of operations and business prospects.

         SECTION 8.12 Additional Subsidiaries. Within ten (10) days (a) after
the Closing Date with respect to any Subsidiary of Fresh Express that has not
previously executed the Guaranty Agreement and (b) after any other Subsidiary of
the Borrower, which is created or acquired after the Closing Date, engages in
any business operation or owns assets with a fair market value in excess of
$5,000,000, cause to be executed and delivered to the Administrative Agent (i) a
duly executed supplement to the Guaranty Agreement, (ii) favorable legal
opinions addressed to the Agents and the Lenders in form and substance
satisfactory to the Agents with respect to such supplement to the Guaranty
Agreement and (iii) such other documents and closing certificates as may be
requested by the Administrative Agent, all in form and substance satisfactory to
the Agents.

         SECTION 8.13 Further Assurances. Make, execute and deliver all such
additional and further acts, things, deeds and instruments as the Administrative
Agent or any Lender may reasonably require to document and consummate the
transactions contemplated hereby and to vest completely in and insure the
Administrative Agent and the Lenders their respective rights under this


                                       52
<PAGE>
Agreement, the Notes, the Letters of Credit, the Guaranty Agreement and the
other Loan Documents.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

         Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section 13.11, the Borrower and its Subsidiaries on a Consolidated
basis will not:

         SECTION 9.1 Senior Leverage Ratio. As of any fiscal quarter end, permit
the ratio of (a) Senior Debt on such date to (b) EBITDAR for the period of four
(4) consecutive fiscal quarters ending on or immediately prior to such date to
be greater than 2.75 to 1.00.

         SECTION 9.2 Interest and Rental Expense Coverage Ratio. As of any
fiscal quarter end, permit the ratio of (a) EBITDAR for the period of four (4)
consecutive fiscal quarters ending on or immediately prior to such date to (b)
the sum of (i) Interest Expense plus (ii) Rental Expense, in each case,
calculated on an Annualized Basis for the first three (3) quarters of
measurement following the Closing Date and thereafter for the period of four (4)
consecutive fiscal quarters ending on or immediately prior to such date to be
less than the corresponding ratio set forth below:
<TABLE>
<CAPTION>
                   Period                                Ratio
                   ------                                -----
          <S>                                        <C>
          Closing Date through and
          including March 31, 2003                   2.50 to 1.00

          April 1, 2003 through and
          including September 30, 2004               3.00 to 1.00

          October 1, 2004 and thereafter             3.50 to 1.00
</TABLE>

         SECTION 9.3 Minimum Net Worth. As of any fiscal quarter end, permit Net
Worth to be less than the sum of (a) $530,000,000 plus (b) fifty percent (50%)
of Net Income (to the extent positive) after the Closing Date plus (c) one
hundred percent (100%) of Equity Net Cash Proceeds after the Closing Date.

         SECTION 9.4 Leverage Ratio. As of any fiscal quarter end, permit the
ratio on such date of (a) Total Debt to (b) EBITDAR for the period of four (4)
consecutive fiscal quarters ending on or immediately prior to such date to be
greater than 3.50 to 1.00.


                                       53
<PAGE>
                                    ARTICLE X

                               NEGATIVE COVENANTS

         Until all of the Obligations have been finally paid and satisfied in
full and the Commitments terminated, unless consent has been obtained in the
manner set forth in Section 13.11, the Borrower has not and will not permit any
of its Subsidiaries to:

         SECTION 10.1 Limitations on Total Debt. Create, incur, assume or suffer
to exist any Total Debt except:

         (a) the Obligations;

         (b) Debt incurred in connection with a Hedging Agreement (i) with (A) a
Lender or (B) a counterparty reasonably satisfactory to the Agents and (ii) upon
terms and conditions (including interest rate) reasonably satisfactory to the
Agents, which agree not to unreasonably withhold approval of such terms;

         (c) Intercompany Debt (i) owed by any Guarantor to the Borrower, (ii)
owed by the Borrower or any Guarantor to any other Guarantor, (iii) owed by PFG
Receivables Corporation to the Borrower or any Guarantor pursuant to the
Receivables Purchase Facility in the ordinary course of business and in amounts
and otherwise consistent with past practice or (iv) owed by the Borrower to PFG
Receivables Corporation in connection with the cash management program of the
Borrower in the ordinary course of business and consistent with past practice;

         (d) Debt existing on the Closing Date and not otherwise permitted under
this Section 10.1, as set forth on Schedule 6.1(t) and the renewal and
refinancing (but not the increase at the aggregate principal amount thereof)
thereof;

         (e) Debt of the Borrower and its Subsidiaries incurred in connection
with Capitalized Leases in an aggregate amount not to exceed $25,000,000 on any
date of determination;

         (f) purchase money Debt (including, without limitation, industrial
revenue bonds entered into after the Closing Date) of the Borrower and its
Subsidiaries in an aggregate amount not to exceed $50,000,000 on any date of
determination;

         (g) Debt consisting of Guaranty Obligations permitted by Section 10.2;

         (h) any Total Debt consisting of the (i) ELLF's existing on the Closing
Date and set forth on Schedule 10.1 and refinancing of such existing ELLF's,
which amount shall include all costs and expenses incurred by Borrower in
connection with such refinancing, and (ii) other ELLF's entered into after the
Closing Date on terms and conditions reasonably acceptable to the Agents;
provided, that the aggregate indebtedness under all such ELLF's does not, at any
time, exceed $145,000,000 in the aggregate;

                                       54
<PAGE>
         (i) the Receivables Purchase Facility so long as such facility complies
with the terms and conditions of Section 10.6(e);

         (j) the Convertible Subordinated Notes and other Subordinated Debt
(excluding Intercompany Debt referred to in Section 10.1(c) above); and

         (k) Debt not otherwise permitted pursuant to this Section 10.1 in an
aggregate principal amount not to exceed $10,000,000 at any time; provided that
no Default or Event of Default has occurred and is continuing at the time of
incurrence or would result from the incurrence of such Debt;

provided, that no agreement or instrument with respect to Debt permitted to be
incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by
covenant or otherwise) the ability of any Subsidiary (other than PFG Receivables
Corporation) of the Borrower to make any payment to the Borrower or any of its
Subsidiaries (in the form of dividends, intercompany advances or otherwise) for
the purpose of enabling the Borrower to pay the Obligations.

         SECTION 10.2 Limitations on Guaranty Obligations. Create, incur, assume
or suffer to exist any Guaranty Obligations except:

         (a) Guaranty Obligations in favor of the Administrative Agent for the
benefit of the Administrative Agent and the Lenders;

         (b) Guaranty Obligations of the Borrower or any Subsidiary on account
of trade payables arising out of the ordinary course of business;

         (c) Guaranty Obligations in existence on the Closing Date in respect of
any ELLF and set forth on Schedule 10.2 and any ELLF permitted under Section
10.1(h); and

         (d) Guaranty Obligations with respect to Debts permitted by Section
10.1.

         SECTION 10.3 Limitations on Liens. Create, incur, assume or suffer to
exist, any Lien on or with respect to any of its assets or properties (including
without limitation shares of capital stock or other ownership interests), real
or personal, whether now owned or hereafter acquired, except:

         (a) Liens for taxes, assessments and other governmental charges or
levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or
Environmental Laws) not yet due or as to which the period of grace (not to
exceed thirty (30) days), if any, related thereto has not expired, or, with
respect to property taxes, not yet delinquent, or which are being contested in
good faith and by appropriate proceedings if adequate reserves are maintained to
the extent required by GAAP;

         (b) the claims of materialmen, mechanics, carriers, warehousemen,
processors, landlords or growers for labor, materials, supplies, rentals or
produce incurred in the ordinary course


                                       55
<PAGE>
of business, (i) which are not overdue for a period of more than thirty (30)
days or (ii) which are being contested in good faith and by appropriate
proceedings;

         (c) Liens consisting of deposits or pledges made in the ordinary course
of business in connection with, or to secure payment of, obligations under
workers' compensation, unemployment insurance or similar legislation or
obligations (not to exceed $1,000,000) under customer service contracts;

         (d) Liens constituting encumbrances in the nature of zoning
restrictions, easements and rights or restrictions of record on the use of real
property, which in the aggregate are not substantial in amount and which do not,
in any case, detract from the value of such property or impair the use thereof
in the ordinary conduct of business;

         (e) Liens of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders;

         (f) Liens not otherwise permitted by this Section 10.3 and in existence
on the Closing Date and described on Schedule 10.3;

         (g) Liens securing Debt permitted under Section 10.1(f); provided that
(i) such Liens shall be created substantially simultaneously with the
acquisition of the related asset, (ii) such Liens do not at any time encumber
any property other than the property financed by such Debt, (iii) the amount of
Debt secured thereby is not increased and (iv) the principal amount of Debt
secured by any such Lien shall at no time exceed one hundred percent (100%) of
the original purchase price of such property at the time it was acquired;

         (h) Liens on or ownership interests in accounts receivable granted in
connection with the Receivables Purchase Agreement; and

         (i) Liens arising in favor of Bank One Trust Company, N.A., as trustee,
under Section 6.06 of the Indenture dated as of October 16, 2001 executed in
connection with the Convertible Subordinated Notes, or any successor trustee
appointed pursuant to said Indenture.

         SECTION 10.4 Limitations on Loans, Advances, Investments and
Acquisitions. Purchase, own, invest in or otherwise acquire, directly or
indirectly, any capital stock, interests in any partnership or joint venture
(including without limitation the creation or capitalization of any Subsidiary),
evidence of Debt or other obligation or security, substantially all or a portion
of the business or assets of any other Person or any other investment or
interest whatsoever in any other Person, or make or permit to exist, directly or
indirectly, any loans, advances or extensions of credit to, or any investment in
cash or by delivery of property in, any Person except:

         (a) investments not otherwise permitted by this Section 10.4 in
Subsidiaries (so long as the Borrower complies with the applicable provisions of
Sections 8.12 and 10.4(c)) and the other existing loans, advances and
investments not otherwise permitted by this Section 10.4 described on Schedule
10.4;

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<PAGE>
         (b) investments in (i) marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency thereof
maturing within one hundred twenty (120) days from the date of acquisition
thereof, (ii) commercial paper maturing no more than one hundred twenty (120)
days from the date of creation thereof and currently having the highest rating
obtainable from either Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., (iii)
certificates of deposit maturing no more than one hundred twenty (120) days from
the date of creation thereof issued by commercial banks incorporated under the
laws of the United States of America, each having combined capital, surplus and
undivided profits of not less than $500,000,000 and having a rating of "A" or
better by a nationally recognized rating agency; provided, that the aggregate
amount invested in such certificates of deposit shall not at any time exceed
$5,000,000 for any one such certificate of deposit and $10,000,000 for any one
such bank, or (iv) time deposits maturing no more than thirty (30) days from the
date of creation thereof with commercial banks or savings banks or savings and
loan associations each having membership either in the FDIC or the deposits of
which are insured by the FDIC and in amounts not exceeding the maximum amounts
of insurance thereunder;

         (c) investments by the Borrower or any Subsidiary in the form of
acquisitions of all or substantially all of the business or a line of business
(whether by the acquisition of capital stock, assets or any combination thereof)
of any other Person which are consummated in accordance with all of the
following requirements of this Section 10.4(c) (any such acquisition, a
"Permitted Acquisition"):

         (i)      the Person to be acquired shall be in a substantially similar
                  line of business as the Borrower (or a line of business
                  reasonably related thereto);

         (ii)     no Default or Event of Default shall have occurred and be
                  continuing both before and after giving effect to the proposed
                  acquisition;

         (iii)    the proposed acquisition shall be non-hostile (as evidenced by
                  (A) the approval of the acquiree's board of directors or
                  equivalent governing body or (B) a copy of the opinion of
                  counsel delivered by legal counsel to the acquiree in
                  connection with the proposed acquisition which sets forth the
                  approval of the acquiree's board of directors or equivalent
                  governing body); and

         (iv)     to the extent that the Borrower borrows an amount equal to or
                  greater than $50,000,000 under the Facility in connection
                  with, or in anticipation of, the proposed acquisition, the
                  Borrower shall be required to deliver a certificate of a
                  Responsible Officer to the Administrative Agent no later than
                  ten (10) days prior to the consummation of such acquisition
                  (A) stating that the Borrower has complied with the
                  requirements noted in clauses (i) through (iii) above (and
                  attaching evidence of compliance with the requirements noted
                  in clauses (i) and (iii) above), and (B) attaching
                  calculations which evidence that the Senior Leverage Ratio (as
                  determined pursuant to Section 9.1) shall be less than 2.50 to
                  1.00 and the Leverage Ratio (as determined pursuant to Section
                  9.4) shall be less than 3.25 to 1.00 (in each case


                                       57
<PAGE>
                  determined on a pro forma basis after giving effect to the
                  proposed acquisition) together with supporting financial
                  statements;

         (d) investments in the form of loans and advances to employees in the
ordinary course of business, which, in the aggregate, do not exceed at any time
$3,000,000;

         (e) investments (i) by the Borrower of the capital stock of a
Subsidiary in another Subsidiary, or (ii) by a Subsidiary of its capital stock
or the capital stock of another Subsidiary in another Subsidiary;

         (f) investments in the form of loans and advances permitted pursuant to
Section 10.1(c);

         (g) investments by the Borrower or any of its Subsidiaries in a
Wholly-Owned Subsidiary formed in connection with establishing and maintaining
the Receivables Purchase Facility;

         (h) the Fresh Express Acquisition; and

         (i) investments not otherwise permitted by this Section 10.4 in an
aggregate amount at any time not to exceed $20,000,000 (provided that no Default
or Event of Default has occurred and is continuing at the time any such
investment is made or would result from such investment being made).

         SECTION 10.5 Limitations on Mergers and Liquidation. Merge, consolidate
or enter into any similar combination with any other Person or liquidate,
wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

         (a) any Wholly-Owned Subsidiary of the Borrower may merge with any
other Wholly-Owned Subsidiary of the Borrower; provided that, to the extent that
either such Wholly-Owned Subsidiary of the Borrower is a Guarantor, the
surviving entity shall be a Guarantor;

         (b) any Wholly-Owned Subsidiary may merge into the Person such
Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition
permitted by Section 10.4(c); and

         (c) any Wholly-Owned Subsidiary of the Borrower may merge or wind-up
into the Borrower or any other Wholly-Owned Subsidiary of the Borrower.

         SECTION 10.6 Limitations on Sale of Assets. Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, the sale of any receivables and leasehold
interests and any sale-leaseback or similar transaction), whether now owned or
hereafter acquired except:

         (a) the sale of inventory in the ordinary course of business;

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<PAGE>
         (b) the sale of obsolete assets no longer used or usable in the
business of the Borrower or any of its Subsidiaries;

         (c) the transfer of assets to the Borrower or any Guarantor;;

         (d) the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the compromise or
collection thereof; and

         (e) the Borrower or any Subsidiary may Dispose of any other of its
assets so long as immediately after giving effect to such Disposition:

                  (i) the consideration for such assets represents Fair Market
         Value of such assets at the time of such Disposition;

                  (ii) the cumulative net book value of all such assets Disposed
         of by Borrower and its Subsidiaries during any period of twelve (12)
         consecutive calendar months does not exceed 15% of Consolidated Assets
         determined as of the most recently completed fiscal year. The net book
         value of any assets shall be determined as of the respective date of
         Disposition of those assets;

                  (iii) the Person to which any receivables are sold is a
         bankruptcy remote entity.

For purposes of this Section 10.6(e), the sale of ownership interests in
receivables to third parties under the Receivables Purchase Facility or any
similar facility shall constitute a sale of assets based upon the net book value
of the receivables in which the certificates sold to third parties represent an
ownership interest. To the extent that receivables are repaid or repurchased, no
additional sale of assets shall be deemed to have taken place upon the transfer
of additional receivables to the holders of the certificates evidencing the
ownership interests therein so long as the aggregate net book value of
receivables in which the holders of the certificates have an ownership interest
is not increased over the amount initially transferred.

         SECTION 10.7 Limitations on Dividends and Distributions. Declare or pay
any dividends upon any of its capital stock; purchase, redeem, retire or
otherwise acquire, directly or indirectly, any shares of its capital stock, or
make any distribution of cash, property or assets among the holders of shares of
its capital stock, or make any change in its capital structure that could
reasonably be expected to have a Material Adverse Effect; provided that:

         (a) the Borrower or any Subsidiary may pay dividends in shares of its
own capital stock; and

         (b) any Subsidiary may pay cash dividends to the Borrower; and

         (c) so long as no Default or Event of Default has occurred and is
continuing, or would result therefrom, the Borrower may pay cash dividends on
its capital stock or purchase, redeem, retire or otherwise acquire, directly or
indirectly, shares of its capital stock in an aggregate amount not to exceed
$25,000,000 during the term of this Agreement.

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<PAGE>
         SECTION 10.8 Limitations on Exchange and Issuance of Capital Stock.
Issue, sell or otherwise dispose of any class or series of capital stock that,
by its terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of an event or passage of time would be,
(a) convertible or exchangeable into Debt or (b) required to be redeemed or
repurchased, including at the option of the holder, in whole or in part, or has,
or upon the happening of an event or passage of time would have, a redemption or
similar payment due.

         SECTION 10.9 Transactions with Affiliates. Except to the extent
provided in Section 10.4(d), directly or indirectly (a) make any loan or advance
to, or purchase or assume any note or other obligation to or from, any of its
officers, directors, shareholders or other Affiliates, or to or from any member
of the immediate family of any of its officers, directors, shareholders or other
Affiliates, or subcontract any operations to any of its Affiliates or (b) enter
into, or be a party to, any other transaction with any of its Affiliates, except
pursuant to the reasonable requirements of its business and upon fair and
reasonable terms that are no less favorable to it than it would obtain in a
comparable arm's length transaction with a Person not its Affiliate.

         SECTION 10.10 Certain Accounting Changes; Organizational Documents. (a)
Change its Fiscal Year end, or, subject to Section 13.4, make any change in its
accounting treatment and reporting practices except as required or permitted by
GAAP or (b) amend, modify, or change its charter (or other similar documents) or
amend, modify or change its bylaws (or other similar documents) in any manner
adverse in any respect to the rights or interests of the Lenders.

         SECTION 10.11 Amendments; Payments and Prepayments of Debt. Amend or
modify (or permit the amendment or modification of) any of the terms or
provisions of any Debt in excess of $10,000,000 (including, without limitation,
Subordinated Debt), or cancel or forgive, make any voluntary or optional payment
or prepayment on, or redeem, repurchase or acquire for value (including, without
limitation, by way of depositing with any trustee with respect thereto money or
securities before due for the purpose of paying when due), Debt in excess of
$10,000,000 (including, without limitation, any Subordinated Debt); provided
that the Borrower may (a) convert the Convertible Subordinated Notes to common
stock of Borrower (plus cash in lieu of fractional shares of common stock of the
Borrower) in accordance with the terms thereof, (b) repurchase the Convertible
Subordinated Notes solely for common stock of the Borrower (plus cash in lieu of
fractional shares of common stock of the Borrower) upon the occurrence of a
"Change of Control" as defined in the Convertible Subordinated Note First
Supplemental Indenture and (c) subject to the following proviso, call the
Convertible Subordinated Notes for redemption and redeem the Convertible
Subordinated Notes (an "Optional Redemption"), if at the time of such call, the
average closing price per share of the Borrower's common stock for the twenty
(20) trading days ending five (5) days prior to such call, equals or exceeds
105% of the conversion price of the Convertible Subordinated Notes; provided
further that (i) no Event of Default shall exist at the time of the Optional
Redemption or shall result therefrom and (ii) (A) such Optional Redemption may
be made in cash in an amount not to exceed $12,500,000 in the aggregate or (B)
such Optional Redemption may be made in cash if the Borrower enters into a
standby underwriting agreement on terms and conditions reasonably satisfactory
to the Administrative Agent to issue common stock in an amount sufficient to
redeem any Convertible


                                       60
<PAGE>
Subordinated Notes not converted and such Convertible Subordinated Notes are
redeemed with the proceeds of such standby underwriting.

         SECTION 10.12 Restrictive Agreements.

         (a) Enter into any Debt which contains any negative pledge on assets or
any covenants more restrictive than the provisions of Articles IX, X and XI, or
which restricts, limits or otherwise encumbers its ability to incur Liens on or
with respect to any of its assets or properties other than the assets or
properties securing such Debt.

         (b) Enter into or permit to exist any agreement which impairs or limits
the ability of any Subsidiary of the Borrower (other than PFG Receivables
Corporation which is required to maintain a required capital amount) to pay
dividends to the Borrower.


                                   ARTICLE XI

                              DEFAULT AND REMEDIES

         SECTION 11.1 Events of Default. Each of the following shall constitute
an Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

         (a) Default in Payment of Principal of Loans and Reimbursement
Obligations. The Borrower shall default in any payment of principal of any Loan,
Note or Reimbursement Obligation when and as due (whether at maturity, by reason
of acceleration or otherwise).

         (b) Other Payment Default. The Borrower shall default in the payment
when and as due (whether at maturity, by reason of acceleration or otherwise) of
interest on any Loan, Note or Reimbursement Obligation or the payment of any
other Obligation.

         (c) Misrepresentation. Any representation or warranty made by the
Borrower or any of its Subsidiaries under this Agreement, any Loan Document or
any amendment hereto or thereto, shall at any time prove to have been incorrect
or misleading in any material respect when made or deemed made.

         (d) Default in Performance of Certain Covenants. The Borrower shall
default in the performance or observance of any covenant or agreement contained
in Sections 5.4, 7.2, 7.5(e), 8.10, 8.11 or 8.12 or Articles IX or X of this
Agreement.

         (e) Default in Performance of Other Covenants and Conditions. The
Borrower or any Subsidiary thereof shall default in the performance or
observance of (i) Section 7.1 and such default shall continue for a period of
five (5) days or (ii) any other term, covenant, condition or agreement contained
in this Agreement (other than as specifically provided for otherwise in this
Section 11.1)


                                       61
<PAGE>
or any other Loan Document and such default shall continue for a period of
thirty (30) days after written notice thereof has been given to the Borrower by
the Administrative Agent.

         (f) Hedging Agreement. The Borrower or any of its Subsidiaries shall
default in the performance or observance of any terms, covenant, condition or
agreement under any Hedging Agreement.

         (g) Debt Cross-Default. The Borrower or any of its Subsidiaries shall
(i) default in the payment of any Debt (other than the Notes or any
Reimbursement Obligation) the aggregate outstanding amount of which Debt is in
excess of $10,000,000 beyond the period of grace if any, provided in the
instrument or agreement under which such Debt was created, or (ii) default in
the observance or performance of any other agreement or condition relating to
any Debt (other than the Notes or any Reimbursement Obligation) the aggregate
outstanding amount of which Debt is in excess of $10,000,000 or contained in any
instrument or agreement evidencing, securing or relating thereto or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, with the giving
of notice if required, any such Debt to become due prior to its stated maturity
(any applicable grace period having expired).

         (h) Other Cross-Defaults. The Borrower or any of its Subsidiaries shall
default in the payment when due, or in the performance or observance, of any
obligation or condition of any Material Contract unless, but only as long as,
the existence of any such default is being contested by the Borrower or such
Subsidiary in good faith by appropriate proceedings and adequate reserves in
respect thereof have been established on the books of the Borrower or such
Subsidiary to the extent required by GAAP.

         (i) Change in Control. Any person or group of persons (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended),
other than the ESOP, shall obtain ownership or control in one or more series of
transactions of more than thirty-five percent (35%) of the common stock or
thirty-five percent (35%) of the voting power of the Borrower entitled to vote
in the election of members of the board of directors of the Borrower or there
shall have occurred under any indenture or other instrument evidencing any Debt
in excess of $10,000,000 any "change in control" (as defined in such indenture
or other evidence of Debt) obligating the Borrower to repurchase, redeem or
repay all or any part of the Debt or capital stock provided for therein (any
such event, a "Change in Control").

         (j) Voluntary Bankruptcy Proceeding. The Borrower or any Subsidiary
thereof shall (i) commence a voluntary case under the federal bankruptcy laws
(as now or hereafter in effect), (ii) file a petition seeking to take advantage
of any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition for adjustment of debts, (iii) consent
to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (iv)
apply for or consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign, (v) admit in writing its inability to pay its debts as they
become due, (vi) make a general


                                       62
<PAGE>
assignment for the benefit of creditors, or (vii) take any corporate action for
the purpose of authorizing any of the foregoing.

         (k) Involuntary Bankruptcy Proceeding. A case or other proceeding shall
be commenced against the Borrower or any Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as
now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for the Borrower or any Subsidiary thereof or for all or any
substantial part of their respective assets, domestic or foreign, and such case
or proceeding shall continue without dismissal or stay undismissed or unstayed
for a period of sixty (60) consecutive days, or an order granting the relief
requested in such case or proceeding (including, but not limited to, an order
for relief under such federal bankruptcy laws) shall be entered.

         (l) Failure of Agreements. Any provision of this Agreement or of any
other Loan Document shall for any reason cease to be valid and binding on the
Borrower or Subsidiary party thereto or any such Person shall so state in
writing.

         (m) Termination Event. The occurrence of any of the following events:
(i) the Borrower or any ERISA Affiliate fails to make full payment when due of
all amounts which, under the provisions of any Pension Plan or Section 412 of
the Code, the Borrower or any ERISA Affiliate is required to pay as
contributions thereto, (ii) an accumulated funding deficiency in excess of
$100,000 occurs or exists, whether or not waived, with respect to any Pension
Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as
employers under one or more Multiemployer Plan makes a complete or partial
withdrawal from any such Multiemployer Plan and the plan sponsor of such
Multiemployer Plans notifies such withdrawing employer that such employer has
incurred a withdrawal liability requiring payments in an amount exceeding
$100,000.

         (n) Judgment. A final judgment or order for the payment of money which
causes the aggregate amount of all such judgments to exceed $5,000,000 in any
Fiscal Year shall be entered against the Borrower or any of its Subsidiaries by
any court of competent jurisdiction and the Borrower shall not discharge the
same or provide for its discharge in accordance with its terms within sixty (60)
days from the date on entry thereof or within such longer period (including,
without limitation, any period during which the Borrower shall be contesting a
denial of coverage of its liability in respect of such judgment by a reputable
insurance carrier) during which execution of such judgment shall have been
stayed.

         SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower:

         (a) Acceleration; Termination of Facilities. Declare the principal of
and interest on the Loans, the Notes and the Reimbursement Obligations at the
time outstanding, and all other amounts owed to the Lenders and to the
Administrative Agent under this Agreement or any of the other Loan Documents
(including, without limitation, all L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented or
shall be entitled to present the


                                       63
<PAGE>
documents required thereunder) and all other Obligations (other than obligations
owing under any Hedging Agreement), to be forthwith due and payable, whereupon
the same shall immediately become due and payable without presentment, demand,
protest or other notice of any kind, all of which are expressly waived, anything
in this Agreement or the other Loan Documents to the contrary notwithstanding,
and terminate the Facility and any right of the Borrower to request borrowings
or Letters of Credit thereunder; provided, that upon the occurrence of an Event
of Default specified in Section 11.1(j) or (k), the Facility shall be
automatically terminated and all Obligations (other than obligations owing under
any Hedging Agreement) shall automatically become due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived, anything in this Agreement or in any other Loan Document to
the contrary notwithstanding.

         (b) Letters of Credit. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, require the Borrower at such
time to deposit in a cash collateral account opened by the Administrative Agent
an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations. After all such Letters of Credit shall have expired or been
fully drawn upon, the Reimbursement Obligation shall have been satisfied and all
other Obligations shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower.

         (c) Rights of Collection. Exercise on behalf of the Lenders all of its
other rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrower's Obligations.

         SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist
in law or in equity or by suit or otherwise. No delay or failure to take action
on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
or shall be construed to be a waiver of any Event of Default. No course of
dealing between the Borrower, the Administrative Agent, the Syndication Agent
and the Lenders or their respective agents or employees shall be effective to
change, modify or discharge any provision of this Agreement or any of the other
Loan Documents or to constitute a waiver of any Event of Default.

                                       64
<PAGE>
                                   ARTICLE XII

                                   THE AGENTS

         SECTION 12.1 Appointment. Each of the Lenders hereby irrevocably
designates and appoints (i) First Union as Administrative Agent for such Lender,
and (ii) Merrill Lynch Capital Corporation as Syndication Agent of such Lender
under this Agreement and the other Loan Documents for the term hereof and each
such Lender irrevocably authorizes First Union as Administrative Agent for such
Lender, and Merrill Lynch Capital Corporation as Syndication Agent of such
Lender, to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to such Agent by the terms of this Agreement and such
other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement or such other Loan Documents, no Agent shall have any duties or
responsibilities, except those expressly set forth herein and therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or the other Loan Documents or otherwise exist against any Agent. Any
reference to the Agents in this Article XII shall be deemed to refer to the
Agents solely in their respective capacities as Agents and not in their
capacities as Lenders.

         SECTION 12.2 Delegation of Duties. The Agents may execute any of their
respective duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agents shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by such Agents with reasonable care.

         SECTION 12.3 Exculpatory Provisions. Neither the Agents nor any of
their respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or the other Loan Documents (except for actions occasioned solely by
its or such Person's own gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any of its Subsidiaries or
any officer thereof contained in this Agreement or the other Loan Documents or
in any certificate, report, statement or other document referred to or provided
for in, or received by any Agent under or in connection with, this Agreement or
the other Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or
for any failure of the Borrower or any of its Subsidiaries to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries.

         SECTION 12.4 Reliance by the Agents. The Agents shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or


                                       65
<PAGE>
made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by any such Agent. The Agents may deem
and treat the payee of any Note as the owner thereof for all purposes unless
such Note shall have been transferred in accordance with Section 13.10. Any
Agent shall be fully justified in failing or refusing to take any action under
this Agreement and the other Loan Documents unless they shall first receive such
advice or concurrence of the Required Lenders (or, when expressly required
hereby or by the relevant other Loan Document, all the Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action except for its own gross
negligence or willful misconduct. Any Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes in accordance with a request of the Required Lenders (or, when expressly
required hereby, all the Lenders), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

         SECTION 12.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless it has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, it shall promptly give notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders; provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders, except to the extent that other provisions of
this Agreement expressly require that any such action be taken or not be taken
only with the consent and authorization or the request of the Lenders or
Required Lenders, as applicable.

         SECTION 12.6 Non-Reliance on the Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates has made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of the Borrower
or any of its Subsidiaries, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to make its Loans and issue or
participate in Letters of Credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower and its
Subsidiaries. Except for notices, reports and other documents expressly


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required to be furnished to the Lenders by the Agents hereunder or by the other
Loan Documents, the Agents shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Borrower or any of its Subsidiaries which may come into the possession of any
Agent or any of its respective officers, directors, employees, agents,
attorneys-in-fact, Subsidiaries or Affiliates.

         SECTION 12.7 Indemnification. The Lenders agree to indemnify the Agents
in their capacity as such and (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
the respective amounts of their Commitment Percentages, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted
against any Agent in any way relating to or arising out of this Agreement or the
other Loan Documents, or any documents, reports or other information provided to
any Agent or any Lender or contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by any Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from any Agent's bad faith, gross
negligence or willful misconduct. The agreements in this Section 12.7 shall
survive the payment of the Notes, any Reimbursement Obligation and all other
amounts payable hereunder and the termination of this Agreement.

         SECTION 12.8 The Agents in Their Individual Capacity. The Agents and
their respective Subsidiaries and Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower as though
the Agents were not Agents hereunder. With respect to any Loans made or renewed
by it and any Note issued to it and with respect to any Letter of Credit issued
by it or participated in by it, any Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms "Lender" and "Lenders"
shall include such Agent in its individual capacity.

         SECTION 12.9 Resignation of any Agent; Successor Administrative Agent.

         (a) Subject to the appointment and acceptance of a successor as
provided below, the Administrative Agent may resign at any time by giving notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent, which
successor shall have minimum capital and surplus of at least $500,000,000. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days after
the Administrative Agent's giving of notice of resignation, then the
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which successor shall have minimum capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring


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<PAGE>
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article XII shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

         (b) The Syndication Agent may resign at any time by giving notice
thereof to the Administrative Agent and the Borrower.


                                  ARTICLE XIII

                                  MISCELLANEOUS

         SECTION 13.1 Notices.

         (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing, or by
telephone subsequently confirmed in writing. Any notice shall be effective if
delivered by hand delivery or sent via telecopy, recognized overnight courier
service or certified mail, return receipt requested, and shall be presumed to be
received by a party hereto (i) on the date of delivery if delivered by hand or
sent by telecopy, (ii) on the next Business Day if sent by recognized overnight
courier service and (iii) on the third Business Day following the date sent by
certified mail, return receipt requested. A telephonic notice to the
Administrative Agent as understood by the Administrative Agent will be deemed to
be the controlling and proper notice in the event of a discrepancy with or
failure to receive a confirming written notice.

         (b) Addresses for Notices. Notices to any party shall be sent to it at
the following addresses, or any other address as to which all the other parties
are notified in writing.

         If to the Borrower:        Performance Food Group Company
                                    12500 West Creek Parkway
                                    Richmond, Virginia  23238
                                    Attention: Mr. Robert Fishbein
                                    Telephone No.: (804) 484-7781
                                    Telecopy No.:   (804) 484-7702

         With copies to:            Bass, Berry & Sims PLC
                                    315 Deaderick Street, Suite 2700
                                    Nashville, Tennessee 37238
                                    Attention: F. Mitchell Walker Jr.
                                    Telephone No.: (615) 742-6275
                                    Telecopy No.: (615) 742-2775


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<PAGE>
         If to First Union as       First Union National Bank
          Administrative Agent:     Charlotte Plaza, CP-23
                                    201 South College Street
                                    Charlotte, North Carolina 28288-0680
                                    Attention:  Syndication Agency Services
                                    Telephone No.:  (704) 374-2698
                                    Telecopy No.:  (704) 383-0288

         If to any Lender:          To the address set forth on Schedule 1.1(a)

         (c) Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the
Borrower and Lenders, as the Administrative Agent's Office referred to herein,
to which payments due are to be made and at which Loans will be disbursed and
Letters of Credit issued.

         SECTION 13.2 Expenses; Indemnity. The Borrower will (a) pay all
out-of-pocket expenses of the Agents in connection with (i) the preparation,
execution and delivery of this Agreement and each other Loan Document, whenever
the same shall be executed and delivered, including, without limitation, all
out-of-pocket syndication and due diligence expenses and reasonable fees and
disbursements of counsel for the Agents and (ii) the preparation, execution and
delivery of any waiver, amendment or consent by the Agents or the Lenders
relating to this Agreement or any other Loan Document, including, without
limitation, reasonable fees and disbursements of counsel for the Agents, (b) pay
all reasonable out-of-pocket expenses of the Agents and each Lender actually
incurred in connection with the administration and enforcement of any rights and
remedies of the Agents and Lenders under the Facility, including consulting with
appraisers, accountants, engineers, attorneys and other Persons concerning the
nature, scope or value of any right or remedy of the Agents or any Lender
hereunder or under any other Loan Document or any factual matters in connection
therewith, which expenses shall include without limitation the reasonable fees
and disbursements of such Persons, and (c) defend, indemnify and hold harmless
the Agents and the Lenders, and their respective parents, Subsidiaries,
Affiliates, employees, agents, officers and directors, from and against any
losses, penalties, fines, liabilities, settlements, damages, costs and expenses
(including, without limitation, reasonable attorney's and consultant's fees),
suffered by any such Person in connection with any claim, investigation,
litigation or other proceeding (whether or not any Agent or Lender is a party
thereto) and the prosecution and defense thereof, arising out of or in any way
connected with the Loans, this Agreement, any other Loan Document or any
documents, reports or other information provided to any Agents or any Lender or
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby, except to the extent that any of the foregoing
directly result from the gross negligence or willful misconduct of the party
seeking indemnification therefor.

         SECTION 13.3 Set-off. In addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
upon and after the occurrence of any Event of Default and during the continuance
thereof, the Lenders and any assignee or participant of a Lender in accordance
with Section 13.10 are hereby authorized by the Borrower at any time or from
time to time, without notice to the Borrower or to any other Person, any such

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notice being hereby expressly waived, to set off and to appropriate and to apply
any and all deposits (general or special, time or demand, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured
or unmatured) and any other indebtedness at any time held or owing by the
Lenders, or any such assignee or participant to or for the credit or the account
of the Borrower against and on account of the Obligations irrespective of
whether or not (a) the Lenders shall have made any demand under this Agreement
or any of the other Loan Documents or (b) the Administrative Agent shall have
declared any or all of the Obligations to be due and payable as permitted by
Section 11.2 and although such Obligations shall be contingent or unmatured.

         SECTION 13.4 Governing Law. This Agreement, the Notes and the other
Loan Documents, unless otherwise expressly set forth therein, shall be governed
by, construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.

         SECTION 13.5 Jurisdiction and Venue.

         (a) Jurisdiction. The Borrower hereby irrevocably consents to the
personal jurisdiction of the state and federal courts located in Mecklenburg
County, North Carolina, in any action, claim or other proceeding arising out of
any dispute in connection with this Agreement, the Notes and the other Loan
Documents, any rights or obligations hereunder or thereunder, or the performance
of such rights and obligations. The Borrower hereby irrevocably consents to the
service of a summons and complaint and other process in any action, claim or
proceeding brought by the Administrative Agent or any Lender in connection with
this Agreement, the Notes or the other Loan Documents, any rights or obligations
hereunder or thereunder, or the performance of such rights and obligations, on
behalf of itself or its property, in the manner specified in Section 13.1.
Nothing in this Section 13.5 shall affect the right of the Administrative Agent
or any Lender to serve legal process in any other manner permitted by Applicable
Law or affect the right of the Administrative Agent or any Lender to bring any
action or proceeding against the Borrower or its properties in the courts of any
other jurisdictions.

         (b) Venue. The Borrower hereby irrevocably waives any objection it may
have now or in the future to the laying of venue in the aforesaid jurisdiction
in any action, claim or other proceeding arising out of or in connection with
this Agreement, any other Loan Document or the rights and obligations of the
parties hereunder. The Borrower irrevocably waives, in connection with such
action, claim or proceeding, any plea or claim that the action, claim or
proceeding has been brought in an inconvenient forum.

         SECTION 13.6 Binding Arbitration; Waiver of Jury Trial.

         (a) Binding Arbitration. Upon demand of any party, whether made before
or after institution of any judicial proceeding, any dispute, claim or
controversy arising out of, connected with or relating to this Agreement or any
other Loan Document ("Disputes"), between or among parties hereto and to the
other Loan Documents shall be resolved by binding arbitration as provided
herein. Institution of a judicial proceeding by a party does not waive the right
of that party to demand arbitration hereunder. Disputes may include, without
limitation, tort claims, counterclaims, claims brought as class actions, claims
arising from Loan Documents executed in the future,


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<PAGE>
disputes as to whether a matter is subject to arbitration, or claims concerning
any aspect of the past, present or future relationships arising out of or
connected with the Loan Documents. Arbitration shall be conducted under and
governed by the Commercial Financial Disputes Arbitration Rules (the
"Arbitration Rules") of the American Arbitration Association ("AAA") and the
Federal Arbitration Act. All arbitration hearings shall be conducted in
Charlotte, North Carolina. The expedited procedures set forth in Rule 51, et
seq. of the Arbitration Rules shall be applicable to claims of less than
$1,000,000. All applicable statutes of limitation shall apply to any Dispute. A
judgment upon the award may be entered in any court having jurisdiction.
Notwithstanding anything foregoing to the contrary, any arbitration proceeding
demanded hereunder shall begin within ninety (90) days after such demand thereof
and shall be concluded within one hundred and twenty (120) days after such
demand. These time limitations may not be extended unless a party hereto shows
cause for extension and then such extension shall not exceed a total of sixty
(60) days. The panel from which all arbitrators are selected shall be comprised
of licensed attorneys selected from the Commercial Finance Dispute Arbitration
Panel of the AAA. The single arbitrator selected for expedited procedure shall
be a retired judge from the highest court of general jurisdiction, state or
federal, of the state where the hearing will be conducted. The parties hereto do
not waive any applicable Federal or state substantive law except as provided
herein.

         (b) Jury Trial. THE AGENTS, EACH LENDER AND THE BORROWER HEREBY
ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR
OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

         (c) Preservation of Certain Remedies. Notwithstanding the preceding
binding arbitration provisions, the parties hereto and the other Loan Documents
preserve, without diminution, certain remedies that such Persons may employ or
exercise freely, either alone, in conjunction with or during a Dispute. Each
such Person shall have and hereby reserves the right to proceed in any court of
proper jurisdiction or by self help to exercise or prosecute the following
remedies, as applicable: (i) all rights to foreclose against any real or
personal property or other security by exercising a power of sale granted in the
Loan Documents or under Applicable Law or by judicial foreclosure and sale,
including a proceeding to confirm the sale, (ii) all rights of self help
including peaceful occupation of property and collection of rents, set off, and
peaceful possession of property, and (iii) obtaining provisional or ancillary
remedies including injunctive relief, sequestration, garnishment, attachment,
appointment of receiver and in filing an involuntary bankruptcy proceeding.
Preservation of these remedies does not limit the power of an arbitrator to
grant similar remedies that may be requested by a party in a Dispute.

         SECTION 13.7 Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders or the Administrative Agent receives any payment or proceeds of the
collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or


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<PAGE>
federal law, common law or equitable cause, then, to the extent of such payment
or proceeds repaid, the Obligations or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if such payment or
proceeds had not been received by the Administrative Agent.

         SECTION 13.8 Injunctive Relief; Punitive Damages.

         (a) The Borrower recognizes that, in the event the Borrower fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders' option, shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

         (b) The Agents, the Lenders and the Borrower (on behalf of itself and
its Subsidiaries) hereby agree that no such Person shall have a remedy of
punitive or exemplary damages against any other party to a Loan Document and
each such Person hereby waives any right or claim to punitive or exemplary
damages that they may now have or may arise in the future in connection with any
Dispute, whether such Dispute is resolved through arbitration or judicially.

         SECTION 13.9 Accounting Matters. All financial and accounting
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by the
Borrower or any Subsidiary thereof to determine compliance with any covenant
contained herein, shall, except as otherwise expressly contemplated hereby or
unless there is an express written direction by the Administrative Agent to the
contrary agreed to by the Borrower, be performed in accordance with GAAP as in
effect on the Closing Date. In the event that changes in GAAP shall be mandated
by the Financial Accounting Standards Board, or any similar accounting body of
comparable standing, or shall be recommended by the Borrower's certified public
accountants, to the extent that such changes would modify such accounting terms
or the interpretation or computation thereof, such changes shall be followed in
defining such accounting terms only from and after the date the Borrower and the
Required Lenders shall have amended this Agreement to the extent necessary to
reflect any such changes in the financial covenants and other terms and
conditions of this Agreement.

         SECTION 13.10 Successors and Assigns; Participations.

         (a) Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Agents and the Lenders, all future
holders of the Notes, and their respective successors and assigns, except that
the Borrower shall not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

         (b) Assignment by Lenders. Each Lender may assign to one or more
Eligible Assignees all or a portion of its interests, rights and obligations
under this Agreement and the other Loan Documents (including, without
limitation, all or a portion of the Extensions of Credit at the time owing to it
and the Notes held by it); provided that:

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<PAGE>
                  (i) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender's rights and obligations under
this Agreement;

                  (ii) if less than all of the assigning Lender's Commitment is
to be assigned, the Commitment so assigned shall not be less than $5,000,000;

                  (iii) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording by the
Administrative Agent in the Register, an Assignment and Acceptance in the form
of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any
Note or Notes subject to such assignment;

                  (iv) such assignment shall not, without the consent of the
Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission or apply to or qualify the Loans or the Notes
under the blue sky laws of any state; and

                  (v) the assigning Lender shall pay to the Administrative Agent
an assignment fee of $3,000 upon the execution by such Lender of the Assignment
and Acceptance; provided that no such fee shall be payable upon any assignment
by a Lender to an Affiliate thereof.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, (A) the
assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

         (c) Rights and Duties Upon Assignment. By executing and delivering an
Assignment and Acceptance, the assigning Lender thereunder and the assignee
thereunder confirm to and agree with each other and the other parties hereto as
set forth in such Assignment and Acceptance.

         (d) Register. The Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders and the amount of the Extensions of
Credit with respect to each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each person
whose name is recorded in the Register as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

         (e) Issuance of New Notes. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an Eligible Assignee together
with any Note or Notes subject to such assignment and the written consent to
such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is substantially in the form of Exhibit G:

                  (i) accept such Assignment and Acceptance;



                                       73
<PAGE>
                  (ii) record the information contained therein in the Register;

                  (iii) give prompt notice thereof to the Lenders and the
Borrower; and

                  (iv) promptly deliver a copy of such Assignment and Acceptance
to the Borrower.

Within five (5) Business Days after receipt of notice, the Borrower shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Note or Notes, a new Note or Notes to the order of such Eligible Assignee in
amounts equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and a new Note or Notes to the order of the assigning Lender in an
amount equal to the Commitment retained by it hereunder. Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the assigned Notes delivered to the assigning Lender. Each surrendered Note
or Notes shall be canceled and returned to the Borrower.

         (f) Participations. Each Lender may sell participations to one or more
banks or other entities in all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Extensions of Credit and the Notes held by it); provided that:

                  (i) such Lender's obligations under this Agreement (including,
without limitation, its Commitment) shall remain unchanged;

                  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations;

                  (iii) such Lender shall remain the holder of the Notes held by
it for all purposes of this Agreement;

                  (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement;

                  (v) such Lender shall not permit such participant the right to
approve any waivers, amendments or other modifications to this Agreement or any
other Loan Document other than waivers, amendments or modifications which would
reduce the principal of or the interest rate on any Loan or Reimbursement
Obligation, extend the term or increase the amount of the Commitment, reduce the
amount of any fees to which such participant is entitled, extend any scheduled
payment date for principal of any Loan; and

                  (vi) any such disposition shall not, without the consent of
the Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission to apply to qualify the Loans or the Notes
under the blue sky law of any state.

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<PAGE>
         (g) Disclosure of Information; Confidentiality. The Agents and the
Lenders shall hold all non-public information with respect to the Borrower
obtained pursuant to the Loan Documents (or any Hedging Agreement with a Lender
or an Agent) in accordance with their customary procedures for handling
confidential information; provided, that the Agents may disclose information
relating to this Agreement to Gold Sheets and other similar bank trade
publications, such information to consist of deal terms and other information
customarily found in such publications and provided further, that the Agents and
Lenders may disclose any such information to the extent such disclosure is (i)
required by law, (ii) requested by any regulatory authority or (iii) used in any
suit, action or proceeding for the purpose of defending itself, reducing its
liability or protecting any of its claims, rights, remedies or interests under
or in connection with the Loan Documents (or any Hedging Agreement with any
Agent or Lender). Any Lender may, in connection with any assignment, proposed
assignment, participation or proposed participation pursuant to this Section
13.10, disclose to the assignee, participant, proposed assignee or proposed
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided, that prior to any such disclosure,
each such assignee, proposed assignee, participant or proposed participant shall
agree with the Borrower or such Lender to preserve the confidentiality of any
confidential information relating to the Borrower received from such Lender.

         (h) Certain Pledges or Assignments. Nothing herein shall prohibit any
Lender from pledging, granting a security interest in or assigning any Note to
any Federal Reserve Bank, without the consent of any party, without notice to
any party and without the payment of any fees in accordance with Applicable Law.

         (i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle
affiliated with, administered by, formed by or managed by such Granting Lender
(a "SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower on behalf of such Granting Lender all or any part of any Extension
of Credit that such Granting Lender would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided that:

                  (i) nothing herein shall constitute a commitment by any SPC to
         make any Extension of Credit;

                  (ii) such Granting Lender's obligations under this Agreement
         (including, without limitation, its Commitment) shall remain unchanged;

                  (iv) each Granting Lender shall remain solely responsible to
         the other parties hereto for the performance of such Granting Lender's
         obligations under this Agreement (including, without limitation, its
         Commitment);

                  (iii) if any SPC elects not to exercise such option or
         otherwise fails to provide all or any part of any Extension of Credit,
         the applicable Granting Lender shall be obligated to make such
         Extension of Credit pursuant to the terms hereof;

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<PAGE>
                  (v) each Granting Lender shall remain the holder of the Notes
         held by it for all purposes of this Agreement;

                  (vi) the Borrower, the Agents and the other Lenders shall
         continue to deal solely and directly with each Granting Lender in
         connection with such Granting Lender's rights and obligations under
         this Agreement; and

                  (vii) no Granting Lender shall permit any SPC the right to
         approve any waivers, amendments or other modifications to this
         Agreement or any other Loan Document.

The making of an Extension of Credit by an SPC hereunder shall utilize the
Commitment of the applicable Granting Lender to the same extent, and as if, such
Extension of Credit were made by such Granting Lender. Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender and which such Granting Lender hereby acknowledges and assume).
In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 13.10(i), any
SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Extensions of Credit
to the Granting Lender or to any financial institutions (consented to by the
Borrower and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of
Extensions of Credit and (ii) subject to Section 13.10(g), disclose on a
confidential basis any non-public information relating to its Extensions of
Credit to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This Section 13.10(i)
may not be amended without the written consent of the each Granting Lender (on
behalf of each applicable SPC that is directly affected by such amendment).

         SECTION 13.11 Amendments, Waivers and Consents. Except as set forth
below or as specifically provided in any Loan Document , any term, covenant,
agreement or condition of this Agreement or any of the other Loan Documents may
be amended or waived by the Lenders, and any consent given by the Lenders, if,
but only if, such amendment, waiver or consent is in writing signed by the
Required Lenders (or by the Administrative Agent with the consent of the
Required Lenders) and delivered to the Administrative Agent and, in the case of
an amendment, signed by the Borrower; provided, that no amendment, waiver or
consent shall (a) increase the amount or extend the time of the obligation of
the Lenders to make Loans or issue or participate in Letters of Credit (except
as expressly contemplated pursuant to Section 2.8), (b) extend the originally
scheduled time or times of payment of the principal of any Loan or Reimbursement
Obligation or the time or times of payment of interest on any Loan or
Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any
Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or
Reimbursement Obligation, (e) permit any subordination of the principal or
interest


                                       76
<PAGE>
on any Loan or Reimbursement Obligation, (f) permit any assignment (other than
as specifically permitted or contemplated in this Agreement) of any of the
Borrower's rights and obligations hereunder, (g) release any Guarantor from its
obligations under the Guaranty Agreement (other than as specifically permitted
or contemplated in this Agreement or the Guaranty Agreement) or (h) amend the
provisions of this Section 13.11 or the definition of Required Lenders, in each
case, without the prior written consent of each Lender. In addition, no
amendment, waiver or consent to the provisions of (a) Article XII shall be made
without the written consent of the Agents and (b) Article III without the
written consent of the Issuing Lender.

         SECTION 13.12 Performance of Duties. The Borrower's obligations under
this Agreement and each of the Loan Documents shall be performed by the Borrower
at its sole cost and expense.

         SECTION 13.13 All Powers Coupled with Interest. All powers of attorney
and other authorizations granted to the Lenders, the Agents and any Persons
designated by the Agents or any Lender pursuant to any provisions of this
Agreement or any of the other Loan Documents shall be deemed coupled with an
interest and shall be irrevocable so long as any of the Obligations remain
unpaid or unsatisfied or the Facility has not been terminated.

         SECTION 13.14 Survival of Indemnities. Notwithstanding any termination
of this Agreement, the indemnities to which the Agents and the Lenders are
entitled under the provisions of this Article XIII and any other provision of
this Agreement and the other Loan Documents shall continue in full force and
effect and shall protect the Agents and the Lenders against events arising after
such termination as well as before.

         SECTION 13.15 Titles and Captions. Titles and captions of Articles,
Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

         SECTION 13.16 Severability of Provisions. Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

         SECTION 13.17 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns, and all of which taken
together shall constitute one and the same agreement.

         SECTION 13.18 Term of Agreement. This Agreement shall remain in effect
from the Closing Date through and including the date upon which the Commitments
shall have been terminated, all outstanding Letters of Credit have expired or
been cancelled and all Obligations shall have been indefeasibly and irrevocably
paid and satisfied in full. No termination of this Agreement shall affect the
rights and obligations of the parties hereto arising prior to such termination
or in respect of any provision of this Agreement which survives such
termination.

                                       77
<PAGE>
         SECTION 13.19 Inconsistencies with Other Documents; Independent Effect
of Covenants.

         (a) In the event there is a conflict or inconsistency between this
Agreement and any other Loan Document, the terms of this Agreement shall
control.

         (b) The Borrower expressly acknowledges and agrees that each covenant
contained in Articles VIII, IX, or X shall be given independent effect.
Accordingly, the Borrower shall not engage in any transaction or other act
otherwise permitted under any covenant contained in Articles VIII, IX, or X if,
before or after giving effect to such transaction or act, the Borrower shall or
would be in breach of any other covenant contained in Articles VIII, IX, or X.

         SECTION 13.20 Advice of Counsel. Each of the parties hereto represents
to each other party hereto that it has discussed this Agreement with its
counsel.

         SECTION 13.21 No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

                           [Signature pages to follow]



                                       78
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers, all as of the day and
year first written above.

[CORPORATE SEAL]                    PERFORMANCE FOOD GROUP COMPANY,
                                    as Borrower

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    FIRST UNION NATIONAL BANK,
                                    as Administrative Agent and Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    MERRILL LYNCH CAPITAL CORPORATION,
                                    as Syndication Agent and Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    BANK OF AMERICA, N.A., as Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    CREDIT SUISSE FIRST BOSTON, as Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    BANK ONE, N.A., as Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    THE CHASE MANHATTAN BANK, as Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                    SUNTRUST BANK, as Lender

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>
                                 Schedule 1.1(a)
                            -------------------------
                            (Lenders and Commitments)
<TABLE>
<CAPTION>
             LENDER                                         COMMITMENT                       COMMITMENT
                                                            PERCENTAGE
<S>                                                         <C>                              <C>
First Union National Bank
One First Union Center, TW-10
301 South College Street                                        20%                          $40,000,000
Charlotte, North Carolina 28288-0608
Attention:  Syndication Agency Services
Telephone No.: (704) 374-2698
Telecopy No.: (704) 383-0288

Merrill Lynch Capital Corporation
4 World Financial Center
New York, New York  10080                                       20%                          $40,000,000
Attention:  Chris Birosak
Telephone No.:  (212) 449-3586
Telecopy No.:  (212) 449-8635

Bank of America, N.A.
231 South LaSalle Street, 9th Floor
Chicago, Illinois  60697                                        15%                          $30,000,000
Attention:  William F. Sweeney
Telephone No.:  (312) 828-1843
Telecopy No.:  (312) 987-1276

Credit Suisse First Boston
2121 Avenue of the Stars
Los Angeles, CA  90067                                          15%                          $30,000,000
Attention:  Jeffrey A. Cohen
Telephone No.:  (310) 282-7455
Telecopy No.:  (310) 282-6178

Bank One, N.A.
153 West 51st Street, 6th Floor
New York, New York  10019                                       10%                          $20,000,000
Telephone No.:  (212) 373-1108
Telecopy No.:  (212) 373-1388

The Chase Manhattan Bank
One River Front Plaza
Newark, New Jersey  07102                                       10%                          $20,000,000
Attention:  Thomas F. Conroy, Jr.
Telephone No.:  (973) 353-6161
Telecopy No.:  (973) 353-6158
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             LENDER                                         COMMITMENT                       COMMITMENT
                                                            PERCENTAGE
<S>                                                         <C>                              <C>
SunTrust Bank
919 East Main Street
Richmond, VA  23219                                             10%                          $20,000,000
Attention:  Gray Key
Telephone No.:  (804) 782-5237
Telecopy No.:  (804) 782-5413

TOTAL                                                          100%                         $200,000,000
</TABLE>