# CREDIT AGREEMENT

# dated as of March 18,
2003

# among

# FRESH BRANDS, INC. as
the Company

# THE VARIOUS FINANCIAL
INSTITUTIONS PARTY HERETO, as Lenders,

# LASALLE BANK NATIONAL
ASSOCIATION, as Administrative Agent and Co-Lead Arranger,

# and

# U.S. BANK NATIONAL
ASSOCIATION, as Documentation Agent and Co-Lead Arranger

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TABLE OF CONTENTS

|SECTION 1 | DEFINITIONS                                                                       | 1 
|--------- | --------------------------------------------------------------------------------- | --
|1.1       | Definitions                                                                       | 1 
|1.2       | Other Interpretive Provisions                                                     | 19
|SECTION 2 | COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES | 20
|2.1       | Commitments                                                                       | 20
|          | 2.1.1    Revolving Loan Commitment                                                | 20
|          | 2.1.2    L/C Commitment                                                           | 20
|2.2       | Loan Procedures                                                                   | 20
|          | 2.2.1    Various Types of Loans                                                   | 20
|          | 2.2.2    Borrowing Procedures                                                     | 20
|          | 2.2.3    Conversion and Continuation Procedures                                   | 21
|2.3       | Letter of Credit Procedures                                                       | 22
|          | 2.3.1    L/C Applications                                                         | 22
|          | 2.3.2    Participations in Letters of Credit                                      | 22
|          | 2.3.3    Reimbursement Obligations                                                | 23
|          | 2.3.4    Funding by Lenders to Issuing Lender                                     | 24
|2.4       | Commitments Several                                                               | 24
|2.5       | Certain Conditions                                                                | 24
|SECTION 3 | EVIDENCING OF LOANS                                                               | 25
|3.1       | Notes                                                                             | 25
|3.2       | Recordkeeping                                                                     | 25
|SECTION 4 | INTEREST                                                                          | 25
|4.1       | Interest Rates                                                                    | 25
|4.2       | Interest Payment Dates                                                            | 25
|4.3       | Setting and Notice of LIBOR Rates                                                 | 25
|4.4       | Computation of Interest                                                           | 26
|SECTION 5 | FEES                                                                              | 26
|5.1       | Non-Use Fee                                                                       | 26
|5.2       | Letter of Credit Fees                                                             | 26
|5.3       | Administrative Agent's Fees                                                       | 26
|5.4       | Underwriting Fee                                                                  | 27
|5.5       | Arrangement Fee                                                                   | 27

i

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|SECTION 6 | REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS       | 27
|--------- | ----------------------------------------------------------------------- | --
|6.1       | Reduction or Termination of the Revolving Commitment                    | 27
|          | 6.1.1    Voluntary Reduction or Termination of the Revolving Commitment | 27
|          | 6.1.2    Mandatory Reductions of Revolving Commitment                   | 27
|          | 6.1.3    All Reductions of the Revolving Commitment                     | 27
|6.2       | Prepayments                                                             | 27
|          | 6.2.1    Voluntary Prepayments                                          | 27
|6.3       | Manner of Prepayments                                                   | 28
|6.4       | Repayments                                                              | 28
|SECTION 7 | MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES                         | 28
|7.1       | Making of Payments                                                      | 28
|7.2       | Application of Certain Payments                                         | 29
|7.3       | Due Date Extension                                                      | 29
|7.4       | Setoff                                                                  | 29
|7.5       | Proration of Payments                                                   | 29
|7.6       | Taxes                                                                   | 30
|SECTION 8 | INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS                     | 31
|8.1       | Increased Costs                                                         | 31
|8.2       | Basis for Determining Interest Rate Inadequate or Unfair                | 32
|8.3       | Changes in Law Rendering LIBOR Loans Unlawful                           | 33
|8.4       | Funding Losses                                                          | 33
|8.5       | Right of Lenders to Fund through Other Offices                          | 33
|8.6       | Discretion of Lenders as to Manner of Funding                           | 33
|8.7       | Mitigation of Circumstances; Replacement of Lenders                     | 34
|8.8       | Conclusiveness of Statements; Survival of Provisions                    | 34
|SECTION 9 | REPRESENTATIONS AND WARRANTIES                                          | 34
|9.1       | Organization                                                            | 35
|9.2       | Authorization; No Conflict                                              | 35
|9.3       | Validity and Binding Nature                                             | 35
|9.4       | Financial Condition                                                     | 35

ii

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|9.5        | No Material Adverse Change                                | 35
|---------- | --------------------------------------------------------- | --
|9.6        | Litigation and Contingent Liabilities                     | 35
|9.7        | Ownership of Properties; Liens                            | 35
|9.8        | Equity Ownership; Subsidiaries                            | 36
|9.9        | Pension Plans                                             | 36
|9.10       | Investment Company Act                                    | 37
|9.11       | Public Utility Holding Company Act                        | 37
|9.12       | Regulation U                                              | 37
|9.13       | Taxes; Tax Shelter Registration                           | 37
|9.14       | Solvency, etc.                                            | 37
|9.15       | Environmental Matters                                     | 38
|9.16       | Insurance                                                 | 38
|9.17       | Real Property                                             | 38
|9.18       | Information                                               | 38
|9.19       | Intellectual Property                                     | 39
|9.20       | Burdensome Obligations                                    | 39
|9.21       | Labor Matters                                             | 39
|9.22       | No Default                                                | 39
|SECTION 10 | AFFIRMATIVE COVENANTS                                     | 39
|10.1       | Reports, Certificates and Other Information               | 39
|           | 10.1.1    Annual Report                                   | 39
|           | 10.1.2    Interim Reports                                 | 40
|           | 10.1.3    Compliance Certificates                         | 40
|           | 10.1.4    Reports to the SEC and to Shareholders          | 40
|           | 10.1.5    Notice of Default, Litigation and ERISA Matters | 40
|           | 10.1.6    Borrowing Base Certificates                     | 41
|           | 10.1.7    Management Reports                              | 41
|           | 10.1.8    Projections                                     | 41
|           | 10.1.9    Retail and Lease Reports                        | 42
|           | 10.1.10    Subordinated Debt Notices                      | 42
|           | 10.1.11    Other Information                              | 42
|10.2       | Books, Records and Inspections                            | 42
|10.3       | Maintenance of Property; Insurance                        | 42

iii

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|10.4       | Compliance with Laws; Payment of Taxes and Liabilities | 44
|---------- | ------------------------------------------------------ | --
|10.5       | Maintenance of Existence, etc                          | 44
|10.6       | Use of Proceeds                                        | 44
|10.7       | Employee Benefit Plans                                 | 44
|10.8       | Environmental Matters                                  | 45
|10.9       | Tax Shelter Registration                               | 45
|10.10      | Further Assurances                                     | 45
|10.11      | Deposit Accounts                                       | 46
|10.12      | U.S. Bank Letter of Credit                             | 46
|10.13      | U.S. Bank Franchisor Real Estate Guaranties            | 46
|10.14      | Collateral Access Agreements                           | 46
|SECTION 11 | NEGATIVE COVENANTS                                     | 46
|11.1       | Debt                                                   | 46
|11.2       | Liens                                                  | 47
|11.3       | Operating Leases                                       | 48
|11.4       | Restricted Payments                                    | 48
|11.5       | Mergers, Consolidations, Sales                         | 48
|11.6       | Modification of Organizational Documents               | 49
|11.7       | Transactions with Affiliates                           | 49
|11.8       | Unconditional Purchase Obligations                     | 49
|11.9       | Inconsistent Agreements                                | 49
|11.10      | Business Activities; Issuance of Equity                | 49
|11.11      | Investments                                            | 50
|11.12      | Cancellation of Debt                                   | 50
|11.13      | Fiscal Year                                            | 51
|11.14      | Financial Covenants                                    | 51
|           | 11.14.1    Consolidated Fixed Charge Coverage Ratio    | 51
|           | 11.14.2    Total Senior Debt Cash Flow Leverage Ratio  | 51
|           | 11.14.3    Paid Sublease Ratio                         | 51
|SECTION 12 | EFFECTIVENESS; CONDITIONS OF LENDING, ETC              | 51
|12.1       | Initial Credit Extension                               | 51
|           | 12.1.1    Notes                                        | 51
|           | 12.1.2    Authorization Documents                      | 51

iv

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|           |                                                        |   
|---------- | ------------------------------------------------------ | --
|           | 12.1.3    Consents, etc                                | 51
|           | 12.1.4    Letter of Direction                          | 52
|           | 12.1.5    Guaranty and Collateral Agreement            | 52
|           | 12.1.6    Perfection Certificate                       | 52
|           | 12.1.7    Real Estate Documents                        | 52
|           | 12.1.8    Stock Pledge Agreements                      | 52
|           | 12.1.9    Opinions of Counsel                          | 52
|           | 12.1.10    Insurance                                   | 53
|           | 12.1.11    Payment of Fees                             | 53
|           | 12.1.12    Environmental Reports                       | 53
|           | 12.1.13    Search Results; Lien Terminations           | 53
|           | 12.1.14 Filings, Registrations and Recordings          | 53
|           | 12.1.15    Borrowing Base Certificate                  | 53
|           | 12.1.16    Closing Certificate                         | 53
|           | 12.1.17    Other                                       | 53
|12.2       | Conditions                                             | 53
|           | 12.2.1    Compliance with Warranties, No Default, etc  | 54
|           | 12.2.2    Confirmatory Certificate                     | 54
|SECTION 13 | EVENTS OF DEFAULT AND THEIR EFFECT                     | 54
|13.1       | Events of Default                                      | 54
|           | 13.1.1    Non-Payment of the Loans, etc                | 54
|           | 13.1.2    Non-Payment of Other Debt                    | 54
|           | 13.1.3    Other Material Obligations                   | 54
|           | 13.1.4    Bankruptcy, Insolvency, etc                  | 55
|           | 13.1.5    Non-Compliance with Loan Documents           | 55
|           | 13.1.6    Representations; Warranties                  | 55
|           | 13.1.7    Pension Plans                                | 55
|           | 13.1.8    Judgments                                    | 55
|           | 13.1.9    Invalidity of Collateral Documents, etc      | 55
|           | 13.1.10    Invalidity of Subordination Provisions, etc | 56
|           | 13.1.11    Change of Control                           | 56
|           | 13.1.12    Material Adverse Effect                     | 56
|           | 13.1.13    U.S. Bank Documents                         | 56

v

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|           |                                               |   
|---------- | --------------------------------------------- | --
|13.2       | Effect of Event of Default                    | 56
|SECTION 14 | THE AGENT                                     | 56
|14.1       | Appointment and Authorization                 | 56
|14.2       | Issuing Lender                                | 57
|14.3       | Delegation of Duties                          | 57
|14.4       | Exculpation of Administrative Agent           | 57
|14.5       | Reliance by Administrative Agent              | 58
|14.6       | Notice of Default                             | 58
|14.7       | Credit Decision                               | 58
|14.8       | Indemnification                               | 59
|14.9       | Administrative Agent in Individual Capacity   | 59
|14.10      | Successor Administrative Agent                | 60
|14.11      | Collateral Matters                            | 60
|14.12      | Administrative Agent May File Proofs of Claim | 60
|14.13      | Other Agents; Arrangers and Managers          | 61
|SECTION 15 | GENERAL                                       | 61
|15.1       | Waiver; Amendments                            | 61
|15.2       | Confirmations                                 | 62
|15.3       | Notices                                       | 62
|15.4       | Computations                                  | 62
|15.5       | Costs, Expenses and Taxes                     | 63
|15.6       | Assignments; Participations                   | 63
|           | 15.6.1    Assignments                         | 63
|           | 15.6.2    Participations                      | 64
|15.7       | Register                                      | 65
|15.8       | GOVERNING LAW                                 | 65
|15.9       | Confidentiality                               | 65
|15.10      | Severability                                  | 66
|15.11      | Nature of Remedies                            | 66
|15.12      | Entire Agreement                              | 66
|15.13      | Counterparts                                  | 66
|15.14      | Successors and Assigns                        | 66
|15.15      | Captions                                      | 67

vi

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|      |                                             |   
|----- | ------------------------------------------- | --
|15.16 | Patriot Act Notification                    | 67
|15.17 | Indemnification by the Company              | 67
|15.18 | Nonliability of Lenders                     | 68
|15.19 | Forum Selection and Consent to Jurisdiction | 68
|15.20 | Waiver of Jury Trial                        | 69

vii

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ANNEXES

|ANNEX A | Lenders and Pro Rata Shares
|------- | ---------------------------
|ANNEX B | Addresses for Notices      
|ANNEX C | Applicable Margin          

SCHEDULES

|SCHEDULE 9.6   | Litigation and Contingent Liabilities
|-------------- | -------------------------------------
|SCHEDULE 9.8   | Subsidiaries                         
|SCHEDULE 9.16  | Insurance                            
|SCHEDULE 9.17  | Real Property                        
|SCHEDULE 9.21  | Labor Matters                        
|SCHEDULE 11.1  | Existing Debt                        
|SCHEDULE 11.2  | Existing Liens                       
|SCHEDULE 11.11 | Investments                          
|SCHEDULE 12.1  | Debt to be Repaid                    

EXHIBITS

|EXHIBIT A | Form of Note (Section 3.1)                               
|--------- | ---------------------------------------------------------
|EXHIBIT B | Form of Compliance Certificate (Section 10.1.3)          
|EXHIBIT C | Form of Borrowing Base Certificate (Section 1.1)         
|EXHIBIT D | Form of Assignment Agreement (Section 15.6.1)            
|EXHIBIT E | Form of Notice of Borrowing (Section 2.2.2)              
|EXHIBIT F | Form of Notice of Conversion/Continuation (Section 2.2.3)
|EXHIBIT G | Form of U.S. Bank Franchisor Guaranty                    
|EXHIBIT H | Form of U.S. Bank Franchisor Real Estate Guaranty        

viii

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CREDIT AGREEMENT

THIS
CREDIT AGREEMENT dated as of March 18, 2004 (this Agreement) is entered
into among FRESH BRANDS, INC., a Wisconsin corporation(the
Company), the financial institutions that are or may from time to time
become parties hereto (together with their respective successors and assigns, the
Lenders) and LASALLE BANK NATIONAL ASSOCIATION (in its individual
capacity, LaSalle), as administrative agent for the Lenders and U.S.
BANK NATIONAL ASSOCIATION (in its individual capacity, U.S. Bank), as
documentation agent.

The
Lenders have agreed to make available to the Company a $40,000,0000 revolving credit
facility, with a $10,000,000 letter of credit subfacility, upon the terms and conditions
set forth herein.

In
consideration of the mutual agreements herein contained, the parties hereto agree as
follows:

SECTION
1    DEFINITIONS.

1.1    
     Definitions.  When used herein the following terms shall have the following meanings:

Account
Debtor is defined in the Guaranty and Collateral Agreement.

Account or
Accounts is defined in the UCC.

Acquisition
means any transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all of the assets
of a Person, or of all or substantially all of any business or division of a Person, (b)
the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise
causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is already a Subsidiary).

Administrative
Agent means LaSalle in its capacity as administrative agent for the Lenders hereunder
and any successor thereto in such capacity.

Affected
Loan  see Section 8.3.

Affiliate
of any Person means (a) any other Person which, directly or indirectly, controls or is
controlled by or is under common control with such Person, (b) any officer or director of
such Person and (c) with respect to any Lender, any entity administered or managed by such
Lender or an Affiliate or investment advisor thereof and which is engaged in making,
purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed
to be controlled by any other Person if such Person possesses, directly or
indirectly, power to vote 20% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managers (the 20%
Test) or power to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise. Unless expressly stated otherwise herein
(i) neither the Administrative Agent nor any Lender shall be deemed an Affiliate of any
Loan Party and (ii) no franchisee of a Loan Party or any wholesale customer shall be
deemed an Affiliate of any Loan Party unless the 20% Test is met and (iii) neither the
retirement savings plan nor any mutual fund shall be deemed an Affiliate of any Loan
Party.

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Agent
Fee Letter means the Fee letter dated as of March __, 2004 between the Company and the
Administrative Agent.

Agreement
 see the Preamble.

Applicable
Margin see Annex C.

Asset
Disposition means the sale, lease, assignment or other transfer for value (each, a
Disposition) by any Loan Party to any Person (other than a Loan Party)
of any asset or right of such Loan Party (including, the loss, destruction or damage of
any thereof or any actual or threatened (in writing to any Loan Party) condemnation,
confiscation, requisition, seizure or taking thereof) other than (a) the Disposition of
any asset which is to be replaced, and is in fact replaced, within 120 days with another
asset performing the same or a similar function, (b) the Disposition of inventory and
obsolete equipment in the ordinary course of business (c) sales of new franchised or
corporate supermarkets and other facilities in sale-leaseback transactions, (d) sales of
assets associated with closing or to-be-closed supermarkets, (e) any sale, assignment or
transfer to Company by a Loan Party or a Loan Party to another Loan Party or Company, and
(f) other Dispositions the Net Cash Proceeds of which do not in the aggregate exceed
$2,500,000 during the term of this Agreement.

Assignee
 see Section 15.6.1.

Assignment
Agreement  see Section 15.6.1.

Attorney
Costs means, with respect to any Person, all reasonable fees and charges of any
counsel to such Person and all court costs and similar legal expenses.

Bank
Product Agreements means those certain cash management service agreements entered into
from time to time between any Loan Party and a Lender or its Affiliates in connection with
any of the Bank Products.

Bank
Product Obligations means all obligations, liabilities, contingent reimbursement
obligations, fees, and expenses owing by the Loan Parties to any Lender or its Affiliates
pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for
the payment of money, whether direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, and including all such amounts that a Loan Party
is obligated to reimburse to the Administrative Agent or any Lender as a result of the
Administrative Agent or such Lender purchasing participations or executing indemnities or
reimbursement obligations with respect to the Bank Products provided to the Loan Parties
pursuant to the Bank Product Agreements.

Bank
Products means any service or facility extended to any Loan Party by any Lender or its
Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit
cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled
disbursement, accounts or services, or (g) Hedging Agreements.

2

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Base
Rate means at any time the greater of (a) the Federal Funds Rate plus 0.5% and
(b) the Prime Rate.

Base
Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Base Rate
Margin  see the definition of Applicable Margin.

Borrowing Base
means an amount equal to the total of (a)80% of the unpaid amount (net of such
reserves and allowances as the Administrative Agent deems necessary in its reasonable
discretion) of all Eligible Accounts plus (b) 60% of the value of all Eligible
Inventory valued at the lower of cost or market (net of such reserves and allowances as
the Administrative Agent deems necessary in its reasonable discretion) plus (c) 80%
of the appraised value of real estate owned by the Company.

Borrowing
Base Certificate means a certificate substantially in the form of Exhibit C.

BSA
 see Section 10.4.

Business
Day means any day on which LaSalle is open for commercial banking business in Chicago,
Illinois and U.S. Bank is open for commercial banking business in Milwaukee, Wisconsin
and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are
carried on in the London interbank eurodollar market.

Capital
Expenditures means all expenditures which, in accordance with GAAP, would be required
to be capitalized and shown on the consolidated balance sheet of the Company, excluding
expenditures in respect of Capital Leases and expenditures made in connection with the
replacement, substitution or restoration of assets to the extent financed (a) from
insurance proceeds (or other similar recoveries) paid on account of the loss of or damage
to the assets being replaced or restored or (b) with awards of compensation arising from
the taking by eminent domain or condemnation of the assets being replaced.

Capital
Lease means, with respect to any Person, any lease of (or other agreement conveying
the right to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital
Securities means, with respect to any Person, all shares, interests, participations or
other equivalents (however designated, whether voting or non-voting) of such Persons
capital, whether now outstanding or issued or acquired after the Closing Date, including
common shares, preferred shares, membership interests in a limited liability company,
limited or general partnership interests in a partnership, interests in a trust, interests
in other unincorporated organizations or any other equivalent of such ownership interest.

Cash
Collateralize means to deliver cash collateral to the Administrative Agent, to be held
as cash collateral for outstanding Letters of Credit, pursuant to documentation
satisfactory to the Administrative Agent. Derivatives of such term have corresponding
meanings.

3

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Cash
Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more
than one year after such time, issued or guaranteed by the United States Government or any
agency thereof, (b) commercial paper, maturing not more than one year from the date of
issue, or corporate demand notes, in each case (unless issued by a Lender or its holding
company) rated at least A-l by Standard & Poors Ratings Services, a division of
The McGraw-Hill Companies, Inc. or P-l by Moodys Investors Service, Inc., (c) any
certificate of deposit, time deposit or bankers acceptance, maturing not more than
one year after such time, or any overnight Federal Funds transaction that is issued or
sold by any Lender or its holding company (or by a commercial banking institution that is
a member of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000), (d) any repurchase agreement entered
into with any Lender (or commercial banking institution of the nature referred to in
clause (c)) which (i) is secured by a fully perfected security interest in any
obligation of the type described in any of clauses (a) through (c) above and
(ii) has a market value at the time such repurchase agreement is entered into of not less
than 100% of the repurchase obligation of such Lender (or other commercial banking
institution) thereunder and (e) money market accounts or mutual funds which invest
exclusively in assets satisfying the foregoing requirements, and (f) other short term
liquid investments approved in writing by the Administrative Agent.

Change
of Control means the occurrence of any of the following events: (a) the first day of
receipt by the Company of a Schedule 13D, any amendment thereto or notice of a public
announcement confirming that any Person (other than any employee benefit plan of the
Company or of any Subsidiary or any Person organized, appointed or established pursuant to
the terms of any such benefit plan or any Person who is a key employee of the Company)
together with his Affiliates, is or becomes the beneficial owner of Capital Securities
representing at least 20% of the combined voting power of the Company; (b) the first day
on which two or more of the members of the Board of Directors of the Company are not
Continuing Directors.

Closing
Date  see Section 12.1.

Co-Lead
Arranger means each of LaSalle and U.S. Bank.

Code
means the Internal Revenue Code of 1986.

Collateral
Access Agreement means an agreement in form and substance reasonably satisfactory to
the Administrative Agent pursuant to which a mortgagee or lessor of real property on which
collateral is stored or otherwise located, or a warehouseman, processor or other bailee of
Inventory or other property owned by any Loan Party, acknowledges the Liens of the
Administrative Agent and waives any Liens held by such Person on such property, and, in
the case of any such agreement with a mortgagee or lessor, permits the Administrative
Agent reasonable access to and use of such real property following the occurrence and
during the continuance of an Event of Default to assemble, complete and sell any
collateral stored or otherwise located thereon.

Collateral
Documents means, collectively, the Guaranty and Collateral Agreement, each Mortgage,
each Collateral Access Agreement, each Perfection Certificate, each Stock Pledge
Agreement, each control agreement and any other agreement or instrument pursuant to which
the Company, any Subsidiary or any other Person grants or purports to grant collateral to
the Administrative Agent for the benefit of the Lenders or otherwise relates to such
collateral; provided that Collateral Documents shall not include the U.S. Bank
Documents.

4

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Commitment
means, as to any Lender, such Lenders commitment to make Loans, and to issue or
participate in Letters of Credit, under this Agreement. The initial amount of each
Lenders commitment to make Loans is set forth on Annex A.

Company
 see the Preamble.

Compliance
Certificate means a Compliance Certificate in substantially the form of Exhibit
B.

Computation
Period means each period of four consecutive Fiscal Quarters ending on the last day of
a Fiscal Quarter.

Consolidated
EBITDA means, for any period, Consolidated Net Income for such period plus, to
the extent deducted in determining such Consolidated Net Income, Interest Expense, income
and franchise tax expense, depreciation (including imputed depreciation) and amortization,
restructuring/nonrecurring non-cash charges mutually agreed to, other non-cash expenses
mutually agreed to and proforma adjustments mutually agreed to for Acquisitions by the
Company or one of its Subsidiaries for such period; provided, further, that for
purposes of any calculation that includes any Fiscal Quarter ending as of a date set forth
below, Consolidated EBITDA for such Fiscal Quarter shall be deemed to be the amount set
forth below opposite such Fiscal Quarter:

|Fiscal Quarter Ending | Pre-determined EBITDA
|--------------------- | ---------------------
|April 19, 2003        | $6,400,000.00        
|July 12, 2003         | $5,100,000.00        
|October 4, 2003       | $4,200,000.00        
|January 3, 2004       | $5,900,000.00        

In addition, the Lenders agree that
the Companys 2004 Fiscal Year EBITDA will be increased by up to $5,900,000.00 of
costs incurred in connection with the closing of six supermarkets, the closing of which
was announced by the Company on February 27, 2004, as and when such costs are recorded by
the Company.

Consolidated
Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the
total for such period of Consolidated EBITDA minus all Capital Expenditures
to (b) the sum for such period of (i) cash Interest Expense plus (ii)
required payments of principal of Consolidated Funded Debt (excluding the Revolving Loans)
plus (iii) dividends and other distributions to the shareholders of the Company
paid in cash (excluding payments made prior to the date of this Agreement) plus
(iv) income and franchise taxes paid in cash.

Consolidated
Funded Debt means, as to any Person, all Debt of such Person that matures more than
one year from the date of its creation (or is renewable or extendible, at the option of
such Person, to a date more than one year from such date).

5

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Consolidated
Net Income means, with respect to the Company and its Subsidiaries for any period, the
net income (or loss) of the Company and its Subsidiaries for such period, excluding
any gains or losses from Asset Dispositions, any extraordinary gains or losses and any
gains or losses from discontinued operations.

Contingent
Liability means, with respect to any Person, each obligation and liability of such
Person and all such obligations and liabilities of such Person incurred pursuant to any
agreement, undertaking or arrangement by which such Person (without duplication): (a)
guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds
to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss)
the indebtedness, dividend, obligation or other liability of any other Person in any
manner (other than by endorsement of instruments in the course of collection), including
any indebtedness, dividend or other obligation which may be issued or incurred at some
future time; (b) guarantees the payment of dividends or other distributions upon the
Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or
otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation
or liability of any other Person or any property or assets constituting security therefor,
(ii) to advance or provide funds for the payment or discharge of any indebtedness,
obligation or liability of any other Person (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain solvency, assets, level of
income, working capital or other financial condition of any other Person, or (iii) to make
payment to any other Person other than for value received; (d) agrees to lease property or
to purchase securities, property or services from such other Person with the purpose or
intent of assuring the owner of such indebtedness or obligation of the ability of such
other Person to make payment of the indebtedness or obligation; (e) to induce the issuance
of, or in connection with the issuance of, any letter of credit for the benefit of such
other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss.
Unless a Contingent Liability is limited to a certain amount by its terms (in which event
the amount shall be the stated limited amount), the amount of any Contingent Liability
shall (subject to any limitation set forth herein) be deemed to be the outstanding
principal amount (or maximum permitted principal amount, if larger) of the indebtedness,
obligation or other liability guaranteed or supported thereby; provided, that any
obligations of a Person associated with a Sublease shall not be included in the definition
of Contingent Liability.

Continuing
Directors means any member of the Board of Directors who (a) was a member of the Board
of Directors on the Closing Date, (b) is recommended or elected by a majority of the
Continuing Directors, and (c) any successor of a Continuing Director who is recommended,
nominated or elected to succeed the Continuing Director by a majority of the remaining
Continuing Directors.

Controlled
Group means all members of a controlled group of corporations, all members of a
controlled group of trades or businesses (whether or not incorporated) under common
control and all members of an affiliated service group which, together with the Company or
any of its Subsidiaries, are treated as a single employer under Section 414 of the Code or
Section 4001 of ERISA.

6

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Debt
of any Person means, without duplication, (a) all indebtedness for borrowed money of such
Person, whether or not evidenced by bonds, debentures, notes or similar instruments, (b)
all obligations of such Person as lessee under Capital Leases which have been or should be
recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (c) all
obligations of such Person to pay the deferred purchase price of property or services
(excluding trade accounts payable in the ordinary course of business), (d) all
indebtedness secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person; provided that if such Person
has not assumed or otherwise become liable for such indebtedness, such indebtedness shall
be measured at the fair market value of such property securing such indebtedness at the
time of determination, (e) all obligations, contingent or otherwise, with respect to the
face amount of all letters of credit (whether or not drawn), bankers acceptances and
similar obligations issued for the account of such Person (including the Letters of
Credit), (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of
such Person and (h) all Debt of any partnership of which such Person is a general partner.

Debt
to be Repaid means Debt listed on Schedule 12.1.

Designated
Proceeds  see Section 6.2.2(a).

Dollar and
the sign $ mean lawful money of the United States of America.

Eligible
Account means an Account owing to the Company or any Subsidiary which meets each of
the following requirements:

| | (a)       
               it arises from the sale or lease of goods or the rendering of services which
               have been fully performed by the Company or the applicable Subsidiary; and if it
               arises from the sale or lease of goods, (i) such goods comply with such
               Account Debtors specifications (if any) and have been delivered to such
               Account Debtor and (ii) the Company or the applicable Subsidiary has
               possession of, or if requested by the Administrative Agent has delivered to the
               Administrative Agent, delivery receipts or other documents evidencing such
               delivery;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               it (i) is subject to a perfected, first priority Lien in favor of the
               Administrative Agent and (ii) is not subject to any other assignment, claim or
               Lien other than Permitted Liens;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               it is a valid, legally enforceable and unconditional obligation of the Account
               Debtor with respect thereto, and is not subject to the fulfillment of any
               condition whatsoever or any counterclaim, credit, allowance, discount, rebate or
               adjustment by the Account Debtor with respect thereto, or to any claim by such
               Account Debtor denying liability thereunder in whole or in part and the Account
               Debtor has not refused to accept and/or has not returned or offered to return
               any of the goods or services which are the subject of such Account;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               there is no bankruptcy, insolvency or liquidation proceeding pending by or
               against the Account Debtor with respect thereto;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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| | (e)       
               the Account Debtor with respect thereto is a resident or citizen of, and is
               located within, the United States, unless the sale of goods or services giving
               rise to such Account is on letter of credit, bankers acceptance or other
               credit support terms reasonably satisfactory to the Administrative Agent;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               it is not an Account arising from a sale on approval, sale or
               return, consignment or bill and hold or subject to
               any other repurchase or return agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               it is not an Account with respect to which possession and/or control of the
               goods sold giving rise thereto is held, maintained or retained by the Company or
               any Subsidiary (or by any agent or custodian of the Company or any Subsidiary)
               for the account of or subject to further and/or future direction from the
               Account Debtor with respect thereto;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               it arises in the ordinary course of business of the Company or the applicable
               Subsidiary;
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               if the Account Debtor is the United States or any department, agency or
               instrumentality thereof, the Company or the applicable Subsidiaryhas
               assigned its right to payment of such Account to the Administrative Agent
               pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to
               the Administrative Agent) of such assignment has been delivered to the
               Administrative Agent;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               if the Company maintains a credit limit for an Account Debtor, the aggregate
               dollar amount of Accounts due from such Account Debtor, including such Account,
               does not exceed such credit limit;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               if the Account is evidenced by chattel paper or an instrument, the originals of
               such chattel paper or instrument shall have been endorsed and/or assigned and
               delivered to the Administrative Agent or, in the case of electronic chattel
               paper, shall be in the control of the Administrative Agent, in each case in a
               manner satisfactory to the Administrative Agent;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               such Account is evidenced by an invoice delivered to the related Account Debtor
               and is not more than 60 days past the original invoice date thereof, in each
               case according to the original terms of sale;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               it is not an Account with respect to an Account Debtor that is located in any
               jurisdiction which has adopted a statute or other requirement with respect to
               which any Person that obtains business from within such jurisdiction must file a
               notice of business activities report or make any other required filings in a
               timely manner in order to enforce its claims in such jurisdictions courts
               unless (i) such notice of business activities report has been duly and timely
               filed or the Company or the applicable Subsidiary is exempt from filing such
               report and has provided the Administrative Agent with satisfactory evidence of
               such exemption or (ii) the failure to make such filings may be cured
               retroactively by the Company or the applicable Subsidiary for a nominal fee;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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| | (n)       
               the Account Debtor with respect thereto is not the Company or a Subsidiary of
               the Company;
| | -----------------------------------------------------------------------------------------------------------------------------------

| | (o)       
               it is not owed by an Account Debtor with respect to which 25% or more of the
               aggregate amount of outstanding Accounts owed at such time by such Account
               Debtor is classified as ineligible under clause (l) of this definition
               (excluding from such calculation retail subsidies in the ordinary course of
               business and amounts subject to a good faith dispute);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p)       
               if the aggregate amount of all Accounts owed by the Account Debtor thereon
               exceeds 10% of the aggregate amount of all Accounts at such time, then all
               Accounts owed by such Account Debtor in excess of such amount shall be deemed
               ineligible;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (q)       
               it is otherwise not unacceptable to the Administrative Agent in its reasonable
               discretion for any other reason.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

An Account which is at any time an
Eligible Account, but which subsequently fails to meet any of the foregoing requirements,
shall forthwith cease to be an Eligible Account. Further, with respect to any Account, if
the Administrative Agent or the Required Lenders at any time hereafter determine in its or
their reasonable discretion that the prospect of payment or performance by the Account
Debtor with respect thereto is materially impaired for any reason whatsoever, such Account
shall cease to be an Eligible Account after notice of such determination is given to the
Company.

Eligible
Inventory means Inventory of the Company or any Subsidiary which meets each of the
following requirements:

| | (a)       
               it (i) is subject to a perfected, first priority Lien in favor of the
               Administrative Agent and (ii) is not subject to any other assignment, claim or
               Lien other than Permitted Liens;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               it is salable and not slow-moving, Perishable, obsolete or discontinued;
| | --------------------------------------------------------------------------------------------------

| | (c)       
               it is in the possession and control of the Company or any Subsidiary and it is
               stored and held in facilities owned by the Company or any Subsidiary or, if such
               facilities are not so owned and the value of the inventory at any location
               exceeds $500,000.00, the Administrative Agent is in possession of a Collateral
               Access Agreement with respect thereto within 120 days after the Closing Date;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               it is not Inventory produced in violation of the Fair Labor Standards Act and
               subject to the hot goods provisions contained in Title
               29 U.S.C. §215;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               it is not subject to any agreement or license which would restrict the
               Administrative Agents ability to sell or otherwise dispose of such
               Inventory;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               it is located in the United States or in any territory or possession of the
               United States that has adopted Article 9 of the Uniform Commercial Code;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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| | (g)       
               it is not in transit to the Company or any Subsidiary or held by the
               Company or any Subsidiary on consignment;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               it is not work-in-progress Inventory;
| | -----------------------------------------------------------------

| | (i)       
               it is not identified to any purchase order or contract to the extent progress or
               advance payments are received with respect to such Inventory;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               it does not breach any of the representations, warranties or covenants
               pertaining to Inventory set forth in the Loan Documents; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               the Administrative Agent shall not have determined in its reasonable discretion
               that it is unacceptable due to age, type, category, quality, quantity and/or any
               other reason whatsoever.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Inventory which is at any time
Eligible Inventory but which subsequently fails to meet any of the foregoing requirements
shall forthwith cease to be Eligible Inventory.

Environmental
Claims means all claims, however asserted, by any governmental, regulatory or judicial
authority or other Person alleging potential liability or responsibility for violation of
any Environmental Law, or for release or injury to the environment.

Environmental
Laws means all present or future federal, state or local laws, statutes, common law
duties, rules, regulations, ordinances and codes, together with all administrative or
judicial orders, consent agreements, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any governmental authority, in each case relating to
any matter arising out of or relating to public health and safety, or pollution or
protection of the environment or workplace, including any of the foregoing relating to the
presence, use, production, generation, handling, transport, treatment, storage, disposal,
distribution, discharge, emission, release, threatened release, control or cleanup of any
Hazardous Substance.

ERISA
means the Employee Retirement Income Security Act of 1974.

Event
of Default means any of the events described in Section 13.1.

Excluded
Taxes means taxes based upon, or measured by, the Lenders or Administrative
Agents (or a branch of the Lenders or Administrative Agents) overall net
income, overall net receipts, or overall net profits (including franchise taxes imposed in
lieu of such taxes), but only to the extent such taxes are imposed by a taxing authority
(a) in a jurisdiction in which such Lender or Administrative Agent is organized, (b) in a
jurisdiction which the Lenders or Administrative Agents principal office is
located, or (c) in a jurisdiction in which such Lenders or Administrative
Agents lending office (or branch) in respect of which payments under this Agreement
are made is located.

FBD
means Fresh Brands  Distributing,  Inc., a Wisconsin  corporation  and  Wholly-Owned
 Subsidiary of the Company.

10

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Federal
Funds Rate means, for any day, a fluctuating interest rate equal for each day during
such period to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent. The Administrative Agents
determination of such rate shall be binding and conclusive absent manifest error.

FIN
46R  see Section 10.1.1.

Fiscal
Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year
consists of a 52-53 week year with a fiscal year ending on the Saturday closest to
December 31 of each year and with fiscal quarters consisting of a 16 week first quarter,
two 12 week quarters and a fourth quarter that is either 12 or 13 weeks.

FRB
means the Board of Governors of the Federal Reserve System or any successor thereto.

GAAP
means generally accepted accounting principles set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession) and the Securities and Exchange Commission, which
are applicable to the circumstances as of the date of determination.

Group
 see Section 2.2.1.

Guaranty
and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the
date hereof executed and delivered by the Loan Parties, together with any joinders thereto
and any other guaranty and collateral agreement executed by a Loan Party, in each case in
form and substance satisfactory to the Administrative Agent.

Hazardous
Substances means (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold;
(b) any chemicals, materials, pollutant or substances defined as or included in the
definition of hazardous substances, hazardous waste,
hazardous materials, extremely hazardous substances,
restricted hazardous waste, toxic substances, toxic
pollutants, contaminants, pollutants or words of similar
import, under any applicable Environmental Law; and (c) any other chemical, material
or substance, the exposure to, or release of which is prohibited, limited or regulated by
any governmental authority or for which any duty or standard of care is imposed pursuant
to, any Environmental Law.

11

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Hedging
Agreement means any interest rate, currency or commodity swap agreement, cap agreement
or collar agreement, and any other agreement or arrangement designed to protect a Person
against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging
Obligation means, with respect to any Person, any liability of such Person under any
Hedging Agreement. The amount of any Persons obligation in respect of any Hedging
Obligation shall be deemed to be the incremental obligation that would be reflected in the
financial statements of such Person in accordance with GAAP.

Indemnified
Liabilities  see Section 15.16.

Interest
Expense means for any period the consolidated interest expense of the Company and its
Subsidiaries for such period (including all imputed interest on Capital Leases).

Interest
Period means, as to any LIBOR Loan, the period commencing on the date such Loan is
borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two,
three or six months thereafter as selected by the Company pursuant to Section 2.2.2
or 2.2.3, as the case may be; provided that:

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

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

| | (c)                             the
Company may not select any Interest Period for a Revolving Loan which would
               extend beyond the scheduled Termination Date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Inventory
is defined in the Guaranty and Collateral Agreement.

Investment
means, with respect to any Person, any investment in another Person, whether by
acquisition of any debt or Capital Security, by making any loan or advance, by becoming
obligated with respect to a Contingent Liability in respect of obligations of such other
Person (other than travel and similar advances to employees and directors in the ordinary
course of business and Contingent Liabilities associated with guarantees in favor of
lenders to the Companys franchisees) or by making an Acquisition.

Issuing
Lender means LaSalle, in its capacity as the issuer of Letters of Credit hereunder, or
any Affiliate of LaSalle that may from time to time issue Letters of Credit, and their
successors and assigns in such capacity.

LaSalle
 see the Preamble.

12

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L/C
Application means, with respect to any request for the issuance of a Letter of Credit,
a letter of credit application in the form being used by the Issuing Lender at the time of
such request for the type of letter of credit requested.

L/C
Fee Rate  see the definition of Applicable Margin.

Lender
 see the Preamble. References to the Lenders shall include the
Issuing Lender; for purposes of clarification only, to the extent that LaSalle (or any
successor Issuing Lender) may have any rights or obligations in addition to those of the
other Lenders due to its status as Issuing Lender, its status as such will be specifically
referenced. In addition to the foregoing, for the purpose of identifying the Persons
entitled to share in the Collateral and the proceeds thereof under, and in accordance with
the provisions of, this Agreement and the Collateral Documents, the term
Lender shall include Affiliates of a Lender providing a Bank Product.

Lender
Party  see Section 15.16.

Letter
of Credit  see Section 2.1.2.

LIBOR
Loan means any Loan which bears interest at a rate determined by reference to the
LIBOR Rate.

LIBOR
Margin  see the definition of Applicable Margin.

LIBOR Office
means with respect to any Lender the office or offices of such Lender which shall be
making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of any
Lender may be, at the option of such Lender, either a domestic or foreign office.

LIBOR
Rate means a rate of interest equal to (a) the per annum rate of interest at which
United States dollar deposits in an amount comparable to the amount of the relevant LIBOR
Loan and for a period equal to the relevant Interest Period are offered in the London
Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to the
commencement of such Interest Period (or three (3) Business Days prior to the commencement
of such Interest Period if banks in London, England were not open and dealing in offshore
United States dollars on such second preceding Business Day), as displayed in the
Bloomberg Financial Markets system (or other authoritative source selected by the
Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets
system or another authoritative source is not available, as the LIBOR Rate is otherwise
determined by the Administrative Agent in its sole and absolute discretion, divided by (b)
a number determined by subtracting from 1.00 the then stated maximum reserve percentage
for determining reserves to be maintained by member banks of the Federal Reserve System
for Eurocurrency funding or liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D), such rate to remain fixed for such Interest
Period. The Administrative Agents determination of the LIBOR Rate shall be
conclusive, absent manifest error.

Lien
means, with respect to any Person, any interest granted by such Person in any real or
personal property, asset or other right owned or being purchased or acquired by such
Person (including an interest in respect of a Capital Lease) which secures payment or
performance of any obligation and shall include any mortgage, lien, encumbrance, title
retention lien, charge or other security interest of any kind, whether arising by
contract, as a matter of law, by judicial process or otherwise.

13

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Loan
Documents means this Agreement, the Notes, the Letters of Credit, the Master Letter of
Credit Agreement, the L/C Applications, the Agent Fee Letter, the Underwriting and
Arrangement Fee Letter, the Collateral Documents and all documents, instruments and
agreements delivered in connection with the foregoing; provided that Loan Documents
shall not include the U.S. Bank Documents.

Loan
Party means the Company and each Subsidiary.

Loan
or Loans means Revolving Loans.

Mandatory
Prepayment Event  see Section 6.2.2(a).

Margin
Stock means any margin stock as defined in Regulation U.

Master Letter
of Credit Agreement means, at any time, with respect to the issuance of Letters of
Credit, a master letter of credit agreement or reimbursement agreement in the form, if
any, being used by the Issuing Lender at such time.

Material
Adverse Effect means (a) a material adverse change in, or a material adverse effect
upon, the financial condition, operations, assets, business, properties or prospects of
the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan
Party to perform any of the Obligations under any Loan Document or (c) a material adverse
effect upon any substantial portion of the collateral under the Collateral Documents or
upon the legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document.

Mortgage
means a mortgage, deed of trust, leasehold mortgage or similar instrument granting the
Administrative Agent a Lien on real property of any Loan Party.

Multiemployer
Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which the Company or any other member of the Controlled Group may have any liability.

Net
Cash Proceeds means:

| | (a) | with
respect to any Asset Disposition, the aggregate cash proceeds (including
                    cash proceeds received pursuant to policies of insurance or by way of
deferred                     payment of principal pursuant to a note, installment
receivable or otherwise,                     but only as and when received) received by
any Loan Party pursuant to such Asset                     Disposition net of (i) the
direct costs relating to such sale, transfer or other                     disposition
(including sales commissions and legal, accounting and investment
                    banking fees), (ii) taxes paid or reasonably estimated by the Company
to be                     payable as a result thereof (after taking into account any
available tax credits                     or deductions and any tax sharing arrangements)
and (iii) amounts required to be                     applied to the repayment of any Debt
secured by a Lien on the asset subject to                     such Asset Disposition
(other than the Loans);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

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| | (b) | with
respect to any issuance of Capital Securities, the aggregate cash proceeds
                    received by any Loan Party pursuant to such issuance, net of the
direct costs                     relating to such issuance (including sales, underwriters commissions,
                    legal, accounting and investment banking fees); and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | with
respect to any issuance of Debt, the aggregate cash proceeds received by
                    any Loan Party pursuant to such issuance, net of the direct costs of
such                     issuance (including up-front, underwriters, placement,
legal, accounting                     and investment banking fees).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-U.S.
                    Participant  see Section 7.6(d).

Non-Use
Fee Rate  see the definition of Applicable Margin.

Note
means a promissory note substantially in the form of Exhibit A.

Notice
of Borrowing  see Section 2.2.2.

Notice
of Conversion/Continuation  see Section 2.2.3.

Obligations
means all obligations (monetary (including post-petition interest, allowed or not) or
otherwise) of any Loan Party under this Agreement and any other Loan Document including
Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters
of Credit and surety bonds, all Hedging Obligations permitted hereunder which are owed to
any Lender or its Affiliate, and all Bank Products Obligations, all in each case howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due.

OFAC
 see Section 10.4.

Operating
Lease means any lease of (or other agreement conveying the right to use) any real or
personal property by any Loan Party, as lessee, other than any Capital Lease.

Paid
Sublease Ratio means, for any Computation Period, the ratio of (a) the number of
Subleases that do not have any rent overdue to (b) the total number of Subleases.

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

Participant
 see Section 15.6.2.

Pension
Plan means a pension plan, as such term is defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA
(other than a Multiemployer Pension Plan), and as to which the Company or any member of
the Controlled Group may have any liability, including any liability by reason of having
been a substantial employer within the meaning of Section 4063 of ERISA at any time during
the preceding five years, or by reason of being deemed to be a contributing sponsor under
Section 4069 of ERISA.

15

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Perfection
Certificate means a perfection certificate executed and delivered to the
Administrative Agent by a Loan Party.

Perishable
means any Inventory that is produce, floral, fresh retail meat, retail bakery or retail
deli.

Permitted
Lien means a Lien expressly permitted hereunder pursuant to Section 11.2.

Person
means any natural person, corporation, partnership, trust, limited liability company,
association, governmental authority or unit, or any other entity, whether acting in an
individual, fiduciary or other capacity.

Prime
Rate means, for any day, the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its prime rate (whether or not
such rate is actually charged by the Administrative Agent), which is not intended to be
the Administrative Agents lowest or most favorable rate of interest at any one time.
Any change in the Prime Rate announced by the Administrative Agent shall take effect at
the opening of business on the day specified in the public announcement of such change;
provided that the Administrative Agent shall not be obligated to give notice of any
change in the Prime Rate.

Pro
Rata Share means: with respect to all matters as to a particular Lender, including
without limitation a Lenders obligation to make Revolving Loans, participate in
Letters of Credit, reimburse the Issuing Lender, and receive payments of principal,
interest, fees, costs, and expenses with respect thereto, (x) prior to the Revolving
Commitment being terminated or reduced to zero, the percentage obtained by dividing (i)
such Lenders Revolving Commitment, by (ii) the aggregate Revolving Commitment of all
Lenders and (y) from and after the time the Revolving Commitment has been terminated or
reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal
amount of such Lenders Revolving Outstandings by (ii) the aggregate unpaid principal
amount of all Revolving Outstandings.

Regulation
D means Regulation D of the FRB.

Regulation U
means Regulation U of the FRB.

Replacement
Lender  see Section 8.7(b).

Reportable
Event means a reportable event as defined in Section 4043 of ERISA and the regulations
issued thereunder as to which the PBGC has not waived the notification requirement of
Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of
Section 412 of the Code (without regard to whether the Pension Plan is a plan described in
Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Required
Lenders means, at any time, (a) if there are two or fewer Lenders, then all Lenders,
and (b) if there are more than two Lenders, Lenders whose Pro Rata Shares exceed 66?% as
determined pursuant to clause (x) of the definition of Pro Rata Share.

Revolving
Commitment means $40,000,000, as reduced from time to time pursuant to Section
6.1.

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Revolving
Loan  see Section 2.1.1.

Revolving
Loan Availability means the lesser of (i) the Revolving Commitment and (ii) the
Borrowing Base.

Revolving
Outstandings means, at any time, the sum of (a) the aggregate principal amount of all
outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit.

SEC
means the Securities and Exchange Commission or any other governmental authority
succeeding to any of the principal functions thereof.

Senior
Debt means all Debt of the Company and its Subsidiaries other than Subordinated Debt.

Senior Officer
means, with respect to any Loan Party, any of the chief executive officer, the chief
financial officer, the chief operating officer or the treasurer of such Loan Party.

Stated
Amount means, with respect to any Letter of Credit at any date of determination, (a)
the maximum aggregate amount available for drawing thereunder under any and all
circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements
under such Letter of Credit.

Stock
Pledge Agreement means each of (a) that certain Stock Pledge Agreement of even date
herewith executed by the Company and covering the stock issued by FBD and Dicks
Supermarket, Inc. and (b) that certain Stock Pledge Agreement of even date herewith
executed by FBD and covering the stock issued by PW Trucking, Inc.

Sublease
means any sublease entered into by the Company or any of its Subsidiaries, as landlord,
with a franchisee or wholesale customer, as tenant, for a grocery store location.

Subordinated
Debt means any Debt of the Company which has subordination terms, covenants, pricing
and other terms which have been approved in writing by the Required Lenders.

Subordinated
Debt Documents means all documents and instruments relating to the Subordinated Debt
and all amendments and modifications thereof approved by the Administrative Agent.

Subordination
Agreements means all subordination agreements executed by a holder of Subordinated
Debt in favor of the Administrative Agent and the Lenders from time to time.

Subsidiary
means, with respect to any Person, a corporation, partnership, limited liability company
or other entity of which such Person owns, directly or indirectly, such number of
outstanding Capital Securities as have more than 50% of the ordinary voting power for the
election of directors or other managers of such corporation, partnership, limited
liability company or other entity. Unless the context otherwise requires, each reference
to Subsidiaries herein shall be a reference to Subsidiaries of the Company.

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Taxes
means any and all present and future taxes, duties, levies, imposts, deductions,
assessments, charges or withholdings, and any and all liabilities (including interest and
penalties and other additions to taxes) with respect to the foregoing, but excluding
Excluded Taxes.

Termination
Date means the earlier to occur of (a) March 18, 2007 or (b) such other date on which
the Commitments terminate pursuant to Section 6 or 13.

Termination
Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a)
a Reportable Event, (b) the withdrawal of Company or any other member of the Controlled
Group from such Pension Plan during a plan year in which Company or any other member of
the Controlled Group was a substantial employer as defined in Section
4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination
of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or
the treatment of an amendment of such Pension Plan as a termination under Section 4041 of
ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or
(e) any event or condition that might constitute grounds under Section 4042 of ERISA for
the termination of, or appointment of a trustee to administer, such Pension Plan.

Topco
means Topco Associates, Inc., a cooperative nonprofit buying organization.

Total
Plan Liability means, at any time, the present value of all vested and unvested
accrued benefits under all Pension Plans, determined as of the then most recent valuation
date for each Pension Plan, using PBGC actuarial assumptions for single employer plan
terminations.

Total
Senior Debt means all Senior Debt of the Company and its Subsidiaries, determined on a
consolidated basis, excluding (a) contingent obligations in respect of Contingent
Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt
of a Person other than any Loan Party), (b) Hedging Obligations, (c) Debt of the
Company to Subsidiaries and Debt of Subsidiaries to the Company or to other Subsidiaries, and (d) Capitalized Leases.

Total
Senior Debt Cash Flow Leverage Ratio means, as of the last day of any Fiscal Quarter,
the ratio of (a) Total Senior Debt as of such day to (b) Consolidated EBITDA for the
Computation Period ending on such day.

type
 see Section 2.2.1.

UCC
is defined in the Guaranty and Collateral Agreement.

Unfunded
Liability means the amount (if any) by which the present value of all vested and
unvested accrued benefits under all Pension Plans exceeds the fair market value of all
assets allocable to those benefits, all determined as of the then most recent valuation
date for each Pension Plan, using PBGC actuarial assumptions for single employer plan
terminations.

Unmatured
Event of Default means any event that, if it continues uncured, will, with lapse of
time or notice or both, constitute an Event of Default.

Underwriting
and Arrangement Fee Letter means the fee letter dated as of March 18, 2004 between the
Company and the Co-Lead Arrangers.

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U.S.          Bank  see
the Preamble

U.S.      Bank
Documents means the U.S. Bank Franchisor Guaranty, the U.S. Bank           Franchisor
Real Estate Guaranties and U.S. Bank Security Agreement and the other
          documents, instruments and agreements executed in connection therewith,
          excluding, however, the U.S. Bank L/C and the other Loan Documents.

U.S.         Bank
L/C  See Section 10.12.

U.S.          Bank
Franchisor Guaranty means the Guaranty Agreement dated as of the date
          hereof executed and delivered by the Company to and in favor of U.S. Bank and
in           the form of Exhibit G.

U.S.         Bank
Franchisor Real Estate Guaranties means each Guaranty Agreement           executed
and delivered by the Company to and in favor of U.S. Bank from time to           time and
substantially in the form of Exhibit H.

U.S.          Bank
Security Agreement means the Security Agreement dated as of the date           hereof
executed and delivered by the Company to and in favor of U.S. Bank.

Valley
Bakers means Valley Bakers Cooperative Association., a cooperative nonprofit buying
organization.

Withholding
Certificate  see Section 7.6(d).

Wholly-Owned
Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of
which (except directors qualifying Capital Securities) are at the time directly or
indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

1.2    
     Other  Interpretive  Provisions.  (a) The meanings of defined terms are equally
 applicable to the singular and plural forms of the defined terms.

(b)    Section,
Annex, Schedule and Exhibit references are to this Agreement           unless otherwise
specified.

(c)              The
term including is not limiting and means including without
          limitation.

(d)              In
the computation of periods of time from a specified date to a later specified
          date, the word from means from and including; the words
          to and until each mean to but excluding,
and           the word through means to and including.

(e)              Unless
otherwise expressly provided herein, (i) references to agreements
          (including this Agreement and the other Loan Documents) and other contractual
          instruments shall be deemed to include all subsequent amendments, restatements,
          supplements and other modifications thereto, but only to the extent such
          amendments, restatements, supplements and other modifications are not
prohibited           by the terms of any Loan Document, and (ii) references to any
statute or           regulation shall be construed as including all statutory and
regulatory           provisions amending, replacing, supplementing or interpreting such
statute or           regulation.

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(f)              This
Agreement and the other Loan Documents may use several different           limitations,
tests or measurements to regulate the same or similar matters. All           such
limitations, tests and measurements are cumulative and each shall be           performed
in accordance with its terms.

(g)              This
Agreement and the other Loan Documents are the result of negotiations among           and
have been reviewed by counsel to the Administrative Agent, the Company, the
          Lenders and the other parties thereto and are the products of all parties.
          Accordingly, they shall not be construed against the Administrative Agent or
the           Lenders merely because of the Administrative Agents or Lenders          involvement
in their preparation.

SECTION
2    COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT
PROCEDURES.

2.1    
Commitments. On and subject to the terms and conditions of this Agreement, each of
the Lenders, severally and for itself alone, agrees to make loans to, and to issue or
participate in Letters of Credit for the account of, the Company as follows:

2.1.1    
Revolving Loan Commitment. Each Lender with a Revolving Loan Commitment agrees to
make loans on a revolving basis (Revolving Loans) from time to time
until the Termination Date in such Lenders Pro Rata Share of such aggregate amounts
as the Company may request from all Lenders; provided that the Revolving
Outstandings will not at any time exceed Revolving Loan Availability.

2.1.2    
L/C Commitment. Subject to Section 2.3.1, the Issuing Lender agrees to
issue letters of credit, in each case containing such terms and conditions as are
permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each,
a Letter of Credit), at the request of and for the account of the
Company from time to time before the scheduled Termination Date and, as more fully set
forth in Section 2.3.2, each Lender agrees to purchase a participation in
each such Letter of Credit; provided that (a) the aggregate Stated Amount of all
Letters of Credit shall not at any time exceed $10,000,000 and (b) the Revolving
Outstandings shall not at any time exceed Revolving Loan Availability.

2.2    
Loan Procedures.

2.2.1    
Various Types of Loans. Each Revolving Loan shall be, either a Base Rate Loan or a
LIBOR Loan (each a type of Loan), as the Company shall specify in the
related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3.
LIBOR Loans having the same Interest Period are sometimes called a Group or
collectively Groups. Base Rate Loans and LIBOR Loans may be
outstanding at the same time, provided that not more than six (6) different Groups
of LIBOR Loans shall be outstanding at any one time. All borrowings, conversions and
repayments of Revolving Loans shall be effected so that each Lender will have a ratable
share (according to its Pro Rata Share) of all types and Groups of Loans.

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2.2.2    
Borrowing Procedures. The Company shall give written notice (each such written
notice, a Notice of Borrowing) substantially in the form of Exhibit
E or telephonic notice (followed immediately by a Notice of Borrowing) to the
Administrative Agent of each proposed borrowing not later than (a) in the case of a
Base Rate borrowing, noon, Chicago time, on the proposed date of such borrowing, and (b) in
the case of a LIBOR borrowing, noon, Chicago time, at least three Business Days prior to
the proposed date of such borrowing. Each such notice shall be effective upon receipt by
the Administrative Agent, shall be irrevocable, and shall specify the date, amount and
type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period
therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise
each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed
borrowing, each Lender shall provide the Administrative Agent at the office specified by
the Administrative Agent with immediately available funds covering such Lenders Pro
Rata Share of such borrowing and, so long as the Administrative Agent has not received
written notice that the conditions precedent set forth in Section 11 with
respect to such borrowing have not been satisfied, the Administrative Agent shall pay
over the funds received by the Administrative Agent to the Company on the requested
borrowing date. Each borrowing shall be on a Business Day. Except for borrowings under Section  2.3.2,
Each Base Rate borrowing shall be in an aggregate amount of at least $250,000 and an
integral multiple of $100,000, and each LIBOR borrowing shall be in an aggregate amount
of at least $1,000,000 and an integral multiple of at least $100,000.

2.2.3    
Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the
Company may, upon irrevocable written notice to the Administrative Agent in accordance
with clause (b) below:

(A)              elect,
as of any Business Day, to convert any Loans (or any part thereof in an
          aggregate amount not less than $1,000,000 or a higher integral multiple of $100,00)
into Loans of the other type; or

(B)              elect,
as of the last day of the applicable Interest Period, to continue any           LIBOR
Loans having Interest Periods expiring on such day (or any part thereof in           an
aggregate amount not less than $1,000,000 or a higher integral multiple of
          $100,000) for a new Interest Period;

provided that after giving
effect to any prepayment, conversion or continuation, the aggregate principal amount of
each Group of LIBOR Loans shall be at least $1,000,000 and an integral multiple of
$100,000.

(b)              The
Company shall give written notice (each such written notice, a           Notice
of Conversion/Continuation) substantially in the form           of Exhibit F or
telephonic notice (followed immediately by a Notice of           Conversion/Continuation)
to the Administrative Agent of each proposed conversion           or continuation not
later than (i) in the case of conversion into Base Rate           Loans, noon, Chicago
time, on the proposed date of such conversion and (ii) in           the case of
conversion into or continuation of LIBOR Loans, noon, Chicago time,           at least
three Business Days prior to the proposed date of such conversion or
          continuation, specifying in each case:

(A)              the
proposed date of conversion or continuation;

(B)              the
aggregate amount of Loans to be converted or continued;

(C)              the
type of Loans resulting from the proposed conversion or continuation; and

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(D)              in
the case of conversion into, or continuation of, LIBOR Loans, the duration of
          the requested Interest Period therefor.

(c)              If
upon the expiration of any Interest Period applicable to LIBOR Loans, the
          Company has failed to select timely a new Interest Period to be applicable to
          such LIBOR Loans, the Company shall be deemed to have elected to convert such
          LIBOR Loans into Base Rate Loans effective on the last day of such Interest
          Period.

(d)              The
Administrative Agent will promptly notify each Lender of its receipt of a
          notice of conversion or continuation pursuant to this Section 2.2.3 or,
          if no timely notice is provided by the Company, of the details of any automatic
          conversion.

(e)              Any
conversion of a LIBOR Loan on a day other than the last day of an Interest
          Period therefor shall be subject to Section 8.4.

2.3    
Letter of Credit Procedures.

2.3.1    
L/C Applications. The Company shall execute and deliver to the Issuing Lender the
Master Letter of Credit Agreement from time to time in effect. The Company shall give
notice to the Administrative Agent and the Issuing Lender of the proposed issuance of
each Letter of Credit on a Business Day which is at least three Business Days (or such
lesser number of days as the Administrative Agent and the Issuing Lender shall agree in
any particular instance in their sole discretion) prior to the proposed date of issuance
of such Letter of Credit. Each such notice shall be accompanied by an L/C Application,
duly executed by the Company and in all respects satisfactory to the Administrative Agent
and the Issuing Lender, together with such other documentation as the Administrative
Agent or the Issuing Lender may request in support thereof, it being understood that each
L/C Application shall specify, among other things, the date on which the proposed Letter
of Credit is to be issued, the expiration date of such Letter of Credit (which shall not
be later than the scheduled Termination Date (unless such Letter of Credit is Cash
Collateralized)) and whether such Letter of Credit is to be transferable in whole or in
part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash
Collateralized for the benefit of the Issuing Lender shall be the sole responsibility of
the Issuing Lender. So long as the Issuing Lender has not received written notice that
the conditions precedent set forth in Section 12 with respect to the issuance of
such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter
of Credit on the requested issuance date. The Issuing Lender shall promptly advise the
Administrative Agent of the issuance of each Letter of Credit and of any amendment
thereto, extension thereof or event or circumstance changing the amount available for
drawing thereunder. In the event of any inconsistency between the terms of the Master
Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the
terms of this Agreement shall control.

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2.3.2   
Participations in Letters of Credit. Concurrently with the issuance of each Letter
of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Lender
with a Revolving Loan Commitment, and each such Lender shall be deemed irrevocably and
unconditionally to have purchased and received from the Issuing Lender, without recourse
or warranty, an undivided interest and participation, to the extent of such Lenders
Pro Rata Share, in such Letter of Credit and the Companys reimbursement obligations
with respect thereto. If the Company does not pay any reimbursement obligation when due,
the Company shall be deemed to have immediately requested that the Lenders make a
Revolving Loan which is a Base Rate Loan in a principal amount equal to such
reimbursement obligations. The Administrative Agent shall promptly notify such Lenders of
such deemed request and, without the necessity of compliance with the requirements of Section
2.2.2, 12.2 or otherwise such Lender shall make available to the
Administrative Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be
paid over by the Administrative Agent to the Issuing Lender for the account of the
Company in satisfaction of such reimbursement obligations. For the purposes of this
Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the
Issuing Lenders participation therein. The Issuing Lender hereby
agrees, upon request of the Administrative Agent or any Lender, to deliver to the
Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by
the Issuing Lender, together with such information related thereto as the Administrative
Agent or such Lender may reasonably request.

2.3.3    
Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably
agrees to reimburse the Issuing Lender for each payment or disbursement made by the
Issuing Lender under any Letter of Credit honoring any demand for payment made by the
beneficiary thereunder, in each case on the date that such payment or disbursement is
made. The Company unconditionally and irrevocably agrees to cause such reimbursement
obligation to be satisfied even if this reimbursement does not occur under Section 2.3.2
because the Lenders are unable to make a Revolving Loan without causing Revolving
Outstandings to exceed the Revolving Loan Availability. Any amount not reimbursed on the
date of such payment or disbursement shall bear interest from the date of such payment or
disbursement to the date that the Issuing Lender is reimbursed by the Company therefor,
payable on demand, at a rate per annum equal to the Base Rate from time to time in effect
plusthe Base Rate Margin from time to time in effect plus, beginning on the
third Business Day after receipt of notice from the Issuing Lender of such payment or
disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative
Agent whenever any demand for payment is made under any Letter of Credit by the
beneficiary thereunder; provided that the failure of the Issuing Lender to so
notify the Company or the Administrative Agent shall not affect the rights of the Issuing
Lender or the Lenders in any manner whatsoever.

(b)                 The
Companys reimbursement obligations hereunder shall be irrevocable and
          unconditional under all circumstances, including (a) any lack of validity or
          enforceability of any Letter of Credit, this Agreement or any other Loan
          Document, (b) the existence of any claim, set-off, defense or other right which
          any Loan Party may have at any time against a beneficiary named in a Letter of
          Credit, any transferee of any Letter of Credit (or any Person for whom any such
          transferee may be acting), the Administrative Agent, the Issuing Lender, any
          Lender or any other Person, whether in connection with any Letter of Credit,
          this Agreement, any other Loan Document, the transactions contemplated herein
or           any unrelated transactions (including any underlying transaction between any
          Loan Party and the beneficiary named in any Letter of Credit), (c) the
validity,           sufficiency or genuineness of any document which the Issuing Lender
has           determined complies on its face with the terms of the applicable Letter of
          Credit, even if such document should later prove to have been forged,
          fraudulent, invalid or insufficient in any respect or any statement therein
          shall have been untrue or inaccurate in any respect, or (d) the surrender or
          impairment of any security for the performance or observance of any of the
terms           hereof. Without limiting the foregoing, no action or omission whatsoever
by the           Administrative Agent or any Lender (excluding any Lender in its capacity
as the           Issuing Lender) under or in connection with any Letter of Credit or any
related           matters shall result in any liability of the Administrative Agent or
any Lender           to the Company, or relieve the Company of any of its obligations
hereunder to           any such Person.

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2.3.4    
Funding by Lenders to Issuing Lender. If the Issuing Lender makes any payment or
disbursement under any Letter of Credit and (a) the Company has not reimbursed the
Issuing Lender in full for such payment or disbursement by 11:00 A.M., Chicago time, on
the date of such payment or disbursement if payment is before 9:00 A.M. on that day or,
if after 9:00 A.M., by 11:00 A.M. on the next Business Day, (b) a Revolving Loan may not
be made in accordance with Section 2.3.2 or (c) any reimbursement received by the
Issuing Lender from the Company is or must be returned or rescinded upon or during any
bankruptcy or reorganization of the Company or otherwise, each other Lender with a
Revolving Loan Commitment shall be obligated to pay to the Administrative Agent for the
account of the Issuing Lender, in full or partial payment of the purchase price of its
participation in such Letter of Credit, its Pro Rata Share of such payment or
disbursement (but no such payment shall diminish the obligations of the Company under Section 2.3.3),
and, upon notice from the Issuing Lender, the Administrative Agent shall promptly notify
each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so
pay to the Administrative Agent in immediately available funds for the Issuing Lenders
account the amount of such other Lenders Pro Rata Share of such payment or
disbursement. If and to the extent any Lender shall not have made such amount available
to the Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on which such
Lender receives notice from the Administrative Agent of such payment or disbursement (it
being understood that any such notice received after noon, Chicago time, on any Business
Day shall be deemed to have been received on the next following Business Day), such
Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing
Lenders account forthwith on demand, for each day from the date such amount was to
have been delivered to the Administrative Agent to the date such amount is paid, at a
rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate
from time to time in effect and (b) thereafter, the Base Rate from time to time in
effect. Any Lenders failure to make available to the Administrative Agent its Pro
Rata Share of any such payment or disbursement shall not relieve any other Lender of its
obligation hereunder to make available to the Administrative Agent such other Lenders
Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any
other Lender to make available to the Administrative Agent such other Lenders Pro
Rata Share of any such payment or disbursement.

2.4    
Commitments Several. The failure of any Lender to make a requested Loan on any
date shall not relieve any other Lender of its obligation (if any) to make a Loan on such
date, but no Lender shall be responsible for the failure of any other Lender to make any
Loan to be made by such other Lender.

2.5    
Certain Conditions. Except as otherwise provided in Sections 2.2.4 and 2.3.4 of
this Agreement, no Lender shall have an obligation to make any Loan, or to permit the
continuation of or any conversion into any LIBOR Loan, and the Issuing Lender shall not
have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured
Event of Default exists.

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SECTION
3    EVIDENCING OF LOANS.

3.1    
Notes. The Loans of each Lender shall be evidenced by a Note, with appropriate
insertions, payable to the order of such Lender in a face principal amount equal to the
sum of such Lenders Revolving Loan Commitment.

3.2    
Recordkeeping. The Administrative Agent, on behalf of each Lender, shall record in
its records, the date and amount of each Loan made by each Lender, each repayment or
conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest
Period for such Loan shall begin and end. The aggregate unpaid principal amount so
recorded shall be rebuttably presumptive evidence of the principal amount of the Loans
owing and unpaid. The failure to so record any such amount or any error in so recording
any such amount shall not, however, limit or otherwise affect the Obligations of the
Company hereunder or under any Note to repay the principal amount of the Loans hereunder,
together with all interest accruing thereon.

SECTION
4    INTEREST.

4.1    
Interest Rates. The Company promises to pay interest on the unpaid principal
amount of each Loan for the period commencing on the date of such Loan until such Loan is
paid in full as follows:

(a)              at
all times while such Loan is a Base Rate Loan, at a rate per annum equal to           the
sum of the Base Rate from time to time in effect plus the Base Rate Margin           from
time to time in effect; and

(b)              at
all times while such Loan is a LIBOR Loan, at a rate per annum equal to the           sum
of the LIBOR Rate applicable to each Interest Period for such Loan plus the
          LIBOR Margin from time to time in effect;

provided that at any time an
Event of Default exists, unless the Required Lenders otherwise consent, the interest rate
applicable to each Loan shall be increased by 2% (and, in the case of Obligations not
bearing interest, such Obligations shall bear interest at the Base Rate applicable to
Revolving Loans plus 2%), provided further that such increase may thereafter
be rescinded by the Required Lenders, notwithstanding Section 15.1. Notwithstanding
the foregoing, upon the occurrence of an Event of Default under Section 13.1.1 or
13.1.4, such increase shall occur automatically.

4.2    
Interest Payment Dates. Accrued interest on each Base Rate Loan shall be payable
in arrears on the last Business Day of each calendar quarter and at maturity. Accrued
interest on each LIBOR Loan shall be payable on the last day of each Interest Period
relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess
of three months, on the three-month anniversary of the first day of such Interest
Period), upon a prepayment of such Loan, and at maturity. After maturity, and at any time
an Event of Default exists, accrued interest on all Loans shall be payable on demand.

4.3    
Setting and Notice of LIBOR Rates. The applicable LIBOR Rate for each Interest
Period shall be determined by the Administrative Agent, and notice thereof shall be given
by the Administrative Agent promptly to the Company and each Lender. Each determination
of the applicable LIBOR Rate by the Administrative Agent shall be conclusive and binding
upon the parties hereto, in the absence of demonstrable error. The Administrative Agent
shall, upon written request of the Company or any Lender, deliver to the Company or such
Lender a statement showing the computations used by the Administrative Agent in
determining any applicable LIBOR Rate hereunder.

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4.4    
Computation of Interest. Interest shall be computed for the actual number of days
elapsed on the basis of a year of 360 days except computations of interest on Base Rate
Loans, which shall be made on the basis of actual number of days elapsed over a year of
365 or 366 days, as applicable. The applicable interest rate for each Base Rate Loan
shall change simultaneously with each change in the Base Rate.

SECTION
5    FEES.

5.1    
Non-Use Fee. The Company agrees to pay to the Administrative Agent for the account
of each Lender a non-use fee, for the period from the Closing Date to the Termination
Date, at the Non-Use Fee Rate in effect from time to time of such Lenders Pro Rata
Share (as adjusted from time to time) of the unused amount of the Revolving Commitment.
For purposes of calculating usage under this Section, the Revolving Commitment shall be
deemed used to the extent of Revolving Outstandings. Such non-use fee shall be payable in
arrears on the last Business Day of each calendar quarter and on the Termination Date for
any period then ending for which such non-use fee shall not have previously been paid.
The non-use fee shall be computed for the actual number of days elapsed on the basis of a
year of 360 days.

5.2    
Letter of Credit Fees. (a) The Company agrees to pay to the Administrative Agent
for the account of each Lender a letter of credit fee for each Letter of Credit equal to
the L/C Fee Rate in effect from time to time (except that the L/C Fee Rate for the U.S.
Bank L/C shall be 2.5% at all times), of such Lenders Pro Rata Share (as adjusted
from time to time) of the undrawn amount of such Letter of Credit (computed for the
actual number of days elapsed on the basis of a year of 360 days); provided that,
unless the Required Lenders otherwise consent, the rate applicable to each Letter of
Credit shall be increased by 2% at any time that an Event of Default exists. Such letter
of credit fee shall be payable in arrears on the last Business Day of each calendar
quarter and on the Termination Date (or such later date on which such Letter of Credit
expires or is terminated) for the period from the date of the issuance of each Letter of
Credit (or the last day on which the letter of credit fee was paid with respect thereto)
to the date such payment is due or, if earlier, the date on which such Letter of Credit
expired or was terminated.

(b)              In
addition, with respect to each Letter of Credit, the Company agrees to pay to
          the Issuing Lender, for its own account, (i) such fees and expenses as the
          Issuing Lender customarily requires in connection with the issuance,
          negotiation, processing and/or administration of letters of credit in similar
          situations and (ii) a letter of credit fronting fee in the amount and at the
          times agreed to by the Company and the Issuing Lender.

5.3    
Administrative Agents Fees. The Company agrees to pay to the Administrative
Agent such agents fees as are mutually agreed to from time to time by the Company
and the Administrative Agent including the fees set forth in the Agent Fee Letter.

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5.4    
Underwriting Fee. On or before the Closing Date, the Company agrees to pay to the
Administrative Agent for the account of each Lender an underwriting fee as set forth in
the Underwriting and Arrangement Fee Letter agreement.

5.5    
Arrangement Fee. On or before the Closing Date, the Company agrees to pay an
arrangement fee to the Co-Lead Arrangers as set forth in the Underwriting and Arrangement
Fee Letter agreement.

SECTION
6    REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

6.1    
     Reduction or Termination of the Revolving Commitment.

6.1.1    
Voluntary Reduction or Termination of the Revolving Commitment. The Company may
from time to time on at least five Business Days prior written notice received by
the Administrative Agent (which shall promptly advise each Lender thereof) permanently
reduce the Revolving Commitment to an amount not less than the Revolving Outstandings.
Any such reduction shall be in an amount not less than $1,000,000 or a higher integral
multiple of $1,000,000. Concurrently with any permanent reduction of the Revolving
Commitment to zero, the Company shall pay all interest on the Revolving Loans, all
non-use fees and all letter of credit fees and shall Cash Collateralize in full all
obligations arising with respect to the Letters of Credit.

6.1.2    
Mandatory Reductions of Revolving Commitment. On the date of any Mandatory
Prepayment Event, the Revolving Commitment shall be permanently reduced by an amount
equal to the Designated Proceeds of such Mandatory Prepayment Event.

6.1.3    
All Reductions of the Revolving Commitment. All permanent reductions of the
Revolving Commitment shall reduce the Commitments ratably among the Lenders according to
their respective Pro Rata Shares.

6.2
    Prepayments.

6.2.1    
Voluntary Prepayments. The Company may from time to time prepay the Loans in whole
or in part; providedthat the Company shall give the Administrative Agent (which
shall promptly advise each Lender) notice thereof not later than noon, Chicago time, on
the day of such prepayment (which shall be a Business Day), specifying the Loans to be
prepaid and the date and amount of prepayment. Any such partial prepayment shall be in an
amount equal to $100,000 or a higher integral multiple of $100,000.

6.2.2    
Mandatory Prepayments.

(a)              The
Company shall make a prepayment of the Revolving Loans until paid in full           upon
the occurrence of any of the following (each a Mandatory           Prepayment
Event) at the following times and in the following amounts           (such
applicable amounts being referred to as Designated           Proceeds):

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| | (i) | Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from
          any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from
          any issuance of Capital Securities of any Loan Party (excluding (x) any issuance
          of Capital Securities pursuant to any employee or director option program,
          benefit plan or compensation program and (y) any issuance by a Subsidiary to the
          Company or another Subsidiary), in an amount equal to 100% of such Net Cash
          Proceeds.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from
          any issuance of any Debt of any Loan Party (excluding Debt permitted by
          clauses (a) through (i) of Section 11.1), in an amount
          equal to 100% of such Net Cash Proceeds.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)              If
on any day the Revolving Outstandings exceeds the Borrowing Base, the Company
          shall immediately prepay Revolving Loans and/or Cash Collateralize the
          outstanding Letters of Credit, or do a combination of the foregoing, in an
          amount sufficient to eliminate such excess.

(c)              If
on any day on which the Revolving Commitment is reduced pursuant to Section 6.1.2 the
Revolving Outstandings exceeds the Revolving           Commitment, the Company shall
immediately prepay Revolving Loans or Cash           Collateralize the outstanding
Letters of Credit, or do a combination of the           foregoing, in an amount
sufficient to eliminate such excess.

6.3    
Manner of Prepayments. Each voluntary partial prepayment shall be in a principal
amount of $100,000 or a higher integral multiple of $100,000. Any partial prepayment of a
Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a). Any
prepayment of a LIBOR Loan on a day other than the last day of an Interest Period
therefor shall include interest on the principal amount being repaid and shall be subject
to Section 8.4. Except as otherwise provided by this Agreement, all principal
payments in respect of the Loans shall be applied first, to repay outstanding Base Rate
Loans and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period
maturities.

6.4    
Repayments. The Revolving Loans of each Lender shall be paid in full and the
Revolving Commitment shall terminate on the Termination Date.

SECTION
7    MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

7.1    
Making of Payments. All payments of principal or interest on the Notes, and of all
fees, shall be made by the Company to the Administrative Agent in immediately available
funds at the office specified by the Administrative Agent not later than noon, Chicago
time, on the date due; and funds received after that hour shall be deemed to have been
received by the Administrative Agent on the following Business Day. The Company hereby
authorizes the Administrative Agent to debit its deposit accounts with the Administrative
Agent for all payments of principal and interest then due and owing on the Revolving
Loans and for all other payments and fees due and owing under this Credit Agreement. The
Administrative Agent agrees to gives the Company notice after so debiting any of the
Companys deposit accounts. The Administrative Agent shall promptly remit to each
Lender its share of all such payments received in collected funds by the Administrative
Agent for the account of such Lender. All payments under Section 8.1 shall be made by the
Company directly to the Lender entitled thereto without setoff, counterclaim or other
defense.

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7.2    
Application of Certain Payments. So long as no Unmatured Event of Default or Event
of Default has occurred and is continuing, (a) payments matching specific scheduled
payments then due shall be applied to those scheduled payments and (b) voluntary and
mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3.
After the occurrence and during the continuance of an Unmatured Event of Default or Event
of Default, all amounts collected or received by the Administrative Agent or any Lender
as proceeds from the sale of, or other realization upon, all or any part of the
collateral shall be applied as set forth in the Guaranty and Collateral Agreement or, in
the absence of an applicable section in the Guaranty and Collateral Agreement, as the
Administrative Agent shall determine in its discretion. Concurrently with each remittance
to any Lender of its share of any such payment, the Administrative Agent shall advise
such Lender as to the application of such payment.

7.3    
Due Date Extension. If any payment of principal or interest with respect to any of
the Loans, or of any fees, falls due on a day which is not a Business Day, then such due
date shall be extended to the immediately following Business Day (unless, in the case of
a LIBOR Loan, such immediately following Business Day is the first Business Day of a
calendar month, in which case such due date shall be the immediately preceding Business
Day) and, in the case of principal, additional interest shall accrue and be payable for
the period of any such extension.

7.4    
Setoff. The Company agrees that the Administrative Agent and each Lender have all
rights of set-off and bankerslien provided by applicable law, and in addition
thereto, the Company agrees that at any time any Event of Default exists, the
Administrative Agent and each Lender may apply to the payment of any Obligations of the
Company hereunder, whether or not then due, any and all balances, credits, deposits,
accounts or moneys of the Company then or thereafter with the Administrative Agent or
such Lender. The Administrative Agent and each Lender agree to give the Company notice
after such Person exercises any of its setoff rights contained in this Section7.4
or in any of the Collateral Documents.

7.5    
Proration of Payments. If any Lender shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of offset or otherwise, on account of (a)
principal of or interest on any Loan, but excluding (i) any payment pursuant to Section
8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its
participation in any Letter of Credit) in excess of its applicable Pro Rata Share of
payments and other recoveries obtained by all Lenders on account of principal of and
interest on the Loans (or such participation) then held by them, then such Lender shall
purchase from the other Lenders such participations in the Loans (or sub-participations
in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender
to share the excess payment or other recovery ratably with each of them; provided that
if all or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery.

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7.6    
     Taxes.

(a)              All
payments made by the Company hereunder or under any Loan Documents shall be
          made without setoff, counterclaim, or other defense. To the extent permitted by
          applicable law, all payments hereunder or under the Loan Documents (including
          any payment of principal, interest, or fees) to, or for the benefit, of any
          person shall be made by the Company free and clear of and without deduction or
          withholding for, or account of, any Taxes now or hereinafter imposed by any
          taxing authority.

(b)              If
the Company makes any payment hereunder or under any Loan Document in respect
          of which it is required by applicable law to deduct or withhold any Taxes, the
          Company shall increase the payment hereunder or under any such Loan Document
          such that after the reduction for the amount of Taxes withheld (and any taxes
          withheld or imposed with respect to the additional payments required under this
Section 7.6(b)), the amount paid to the Lenders or the Administrative
          Agent equals the amount that was payable hereunder or under any such Loan
          Document without regard to this Section 7.6(b). To the extent the
Company           withholds any Taxes on payments hereunder or under any Loan Document,
the           Company shall pay the full amount deducted to the relevant taxing authority
          within the time allowed for payment under applicable law and shall deliver to
          the Administrative Agent within 30 days after it has made payment to such
          authority a receipt issued by such authority (or other evidence satisfactory to
          the Administrative Agent) evidencing the payment of all amounts so required to
          be deducted or withheld from such payment.

(c)    
          If any Lender or the Administrative Agent is required by law to make any
          payments of any Taxes on or in relation to any amounts received or receivable
          hereunder or under any other Loan Document, or any Tax is assessed against a
          Lender or the Administrative Agent with respect to amounts received or
          receivable hereunder or under any other Loan Document, Lender will notify
          Company promptly of such event describing in reasonable detail the circumstances
          and basis therefore, the Company will indemnify such person against (i) such Tax
          (and any reasonable counsel fees and expenses associated with such Tax) and (ii)
          any taxes imposed as a result of the receipt of the payment under this
          Section 7.6(c). A certificate prepared in good faith calculating the
          amount of such taxes as to the amount of such payment by such Lender or the
          Administrative Agent shall, absent manifest error, be final, conclusive, and
          binding on all parties.

(d)              (i)
To the extent permitted by applicable law, each Lender that is not a United
          States person within the meaning of Code section 7701(a)(30) (a           Non-U.S.
Participant) shall deliver to the Company and the           Administrative
Agent on or prior to the Closing Date (or in the case of a Lender           that is an
Assignee, on the date of such assignment to such Lender) two accurate           and
complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or           any
successor or other applicable form prescribed by the IRS) certifying to such
          Lenders entitlement to a complete exemption from, or a reduced rate in,
          United States withholding tax on interest payments to be made hereunder or any
          Loan. If a Lender that is a Non-U.S. Participant is claiming a complete
          exemption from withholding on interest pursuant to Sections 871(h) or 881(c) of
          the Code, the Lender shall deliver to the Company and Administrative Agent
          (along with two accurate and complete original signed copies of IRS Form
W-8BEN)           a certificate in form and substance reasonably acceptable to
Administrative           Agent (any such certificate, a Withholding Certificate).
In           addition, each Lender that is a Non-U.S. Participant agrees that from time
to           time after the Closing Date, (or in the case of a Lender that is an
Assignee,           after the date of the assignment to such Lender), when a lapse in
time (or           change in circumstances occurs) renders the prior certificates
hereunder           obsolete or inaccurate in any material respect, such Lender shall, to
the extent           permitted under applicable law, deliver to the Company and the
Administrative           Agent two new and accurate and complete original signed copies
of an IRS Form           W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable
forms prescribed           by the IRS), and if applicable, a new Withholding Certificate,
to confirm or           establish the entitlement of such Lender or the Administrative
Agent to an           exemption from, or reduction in, United States withholding tax on
interest           payments to be made hereunder or any Loan.

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(ii)              Each
Lender that is not a Non-U.S. Participant (other than any such Lender which           is
taxed as a corporation for U.S. federal income tax purposes) shall provide           two
properly completed and duly executed copies of IRS Form W-9 (or any           successor
or other applicable form) to the Company and the Administrative Agent
          certifying that such Lender is exempt from United States backup withholding
tax.           To the extent that a form provided pursuant to this Section 7.6(d)(ii) is
          rendered obsolete or inaccurate in any material respects as result of change in
          circumstances with respect to the status of a Lender, such Lender shall, to the
          extent permitted by applicable law, deliver to the Company and the
          Administrative Agent revised forms necessary to confirm or establish the
          entitlement to such Lenders or Agents exemption from United States
          backup withholding tax.

(iii)              The
Company shall not be required to pay additional amounts to a Lender, or
          indemnify any Lender, under this Section 7.6 to the extent that such
          obligations would not have arisen but for the failure of such Lender to comply
          with Section 7.6(d).

(iv)              Each
Lender agrees to indemnify the Administrative Agent and hold the           Administrative
Agent harmless for the full amount of any and all present or           future Taxes and
related liabilities (including penalties, interest, additions           to tax and
expenses, and any Taxes imposed by any jurisdiction on amounts           payable to the
Administrative Agent under this Section 7.6) which are           imposed on or
with respect to principal, interest or fees payable to such Lender           hereunder
and which are not paid by the Company pursuant to this Section           7.6,
whether or not such Taxes or related liabilities were correctly or           legally
asserted. This indemnification shall be made within 30 days from the           date the
Administrative Agent makes written demand therefor.

SECTION
8    INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

8.1    
Increased Costs. (a) If, after the date hereof, the adoption of, or any change in,
any applicable law, rule or regulation, or any change in the interpretation or
administration of any applicable law, rule or regulation by any governmental authority,
central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency: (i) shall
impose, modify or deem applicable any reserve (including any reserve imposed by the FRB,
but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section
4), special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any
other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR
Loans; and the result of anything described in clauses (i) and (ii) above is to increase
the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of
making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or
receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note
with respect thereto, then upon demand by such Lender (which demand shall be accompanied
by a statement setting forth the basis for such demand and a calculation of the amount
thereof in reasonable detail, a copy of which shall be furnished to the Administrative
Agent), the Company shall pay directly to such Lender such additional amount as will
compensate such Lender for such increased cost or such reduction, so long as such amounts
have accrued on or after the day which is 180 days prior to the date on which such Lender
first made demand therefor.

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(b)              If
any Lender shall reasonably determine that any change in, or the adoption or
          phase-in of, any applicable law, rule or regulation regarding capital adequacy,
          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 the compliance by any Lender or
any           Person controlling such Lender with any request or directive regarding
capital           adequacy (whether or not having the force of law) of any such
authority, central           bank or comparable agency, has or would have the effect of
reducing the rate of           return on such Lenders or such controlling Persons
capital as a           consequence of such Lenders obligations hereunder or under
any Letter of           Credit to a level below that which such Lender or such
controlling Person could           have achieved but for such change, adoption, phase-in
or compliance (taking into           consideration such Lenders or such controlling
Persons policies with           respect to capital adequacy) by an amount deemed by
such Lender or such           controlling Person to be material, then from time to time,
upon demand by such           Lender (which demand shall be accompanied by a statement
setting forth the basis           for such demand and a calculation of the amount thereof
in reasonable detail, a           copy of which shall be furnished to the Administrative
Agent), the Company shall           pay to such Lender such additional amount as will
compensate such Lender or such           controlling Person for such reduction so long as
such amounts have accrued on or           after the day which is 180 days prior to the
date on which such Lender first           made demand therefor.

8.2    
     Basis for Determining Interest Rate Inadequate or Unfair.  If

(a)              the
Administrative Agent reasonably determines (which determination shall be
          binding and conclusive on the Company) that by reason of circumstances
affecting           the interbank LIBOR market adequate and reasonable means do not exist
for           ascertaining the applicable LIBOR Rate; or

(b)              the
Required Lenders advise the Administrative Agent that the LIBOR Rate as
          determined by the Administrative Agent will not adequately and fairly reflect
          the cost to such Lenders of maintaining or funding LIBOR Loans for such
Interest           Period (taking into account any amount to which such Lenders may be
entitled           under Section 8.1) or that the making or funding of LIBOR Loans
has           become impracticable as a result of an event occurring after the date of
this           Agreement which in the opinion of such Lenders materially affects such
Loans;

then the Administrative Agent
shall promptly notify the other parties thereof and, so long as such circumstances shall
continue, (i) no Lender shall be under any obligation to make or convert any Base Rate
Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each
LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base
Rate Loan.

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8.3    
Changes in Law Rendering LIBOR Loans Unlawful. If any change in, or the adoption
of any new, law or regulation, or any change in the interpretation of any applicable law
or regulation by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any Lender cause
a substantial question as to whether it is) unlawful for any Lender to make, maintain or
fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto
and, so long as such circumstances shall continue, (a) such Lender shall have no
obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base
Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR
Loans by the Lenders which are not so affected, in each case in an amount equal to the
amount of LIBOR Loans which would be made or converted into by such Lender at such time
in the absence of such circumstances) and (b) on the last day of the current Interest
Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may
be required by the relevant law, regulation or interpretation), such LIBOR Loan shall,
unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate
Loan made by a Lender which, but for the circumstances described in the foregoing
sentence, would be a LIBOR Loan (an Affected Loan) shall remain
outstanding for the period corresponding to the Group of LIBOR Loans of which such
Affected Loan would be a part absent such circumstances.

8.4    
Funding Losses. The Company hereby agrees that upon demand by any Lender (which
demand shall be accompanied by a statement setting forth the basis for, and showing the
calculation of, the amount being claimed, a copy of which shall be furnished to the
Administrative Agent), the Company will indemnify such Lender against any net loss or
expense which such Lender may sustain or incur (including any net loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such
Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of
such Lender on a date other than the last day of an Interest Period for such Loan
(including any conversion pursuant to Section 8.3) or (b) any failure of the
Company to borrow, convert or continue any Loan on a date specified therefor in a notice
of borrowing, conversion or continuation pursuant to this Agreement. For purposes of
Section 8.4, all notices to the Administrative Agent pursuant to this Agreement shall be
deemed to be irrevocable.

8.5    
Right of Lenders to Fund through Other Offices. Each Lender may, if it so elects,
fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of
such Lender to make such Loan; provided that in such event for the purposes of
this Agreement such Loan shall be deemed to have been made by such Lender and the
obligation of the Company to repay such Loan shall nevertheless be to such Lender and
shall be deemed held by it, to the extent of such Loan, for the account of such branch or
Affiliate.

8.6    
Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of
this Agreement to the contrary, each Lender shall be entitled to fund and maintain its
funding of all or any part of its Loans in any manner it sees fit, it being understood,
however, that for the purposes of this Agreement all determinations hereunder shall be
made as if such Lender had actually funded and maintained each LIBOR Loan during each
Interest Period for such Loan through the purchase of deposits having a maturity
corresponding to such Interest Period and bearing an interest rate equal to the LIBOR
Rate for such Interest Period.

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8.7    
Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall
promptly notify the Company and the Administrative Agent of any event of which it has
knowledge which will result in, and will use reasonable commercial efforts available to
it (and not, in such Lenders sole judgment, otherwise disadvantageous to such
Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount
pursuant to Section 7.6 or 8.1or (ii) the occurrence of any circumstances
described in Section 8.2 or 8.3 (and, if any Lender has given notice of any
such event described in clause (i) or (ii) above and thereafter such event ceases to
exist, such Lender shall promptly so notify the Company and the Administrative Agent).
Without limiting the foregoing, each Lender will designate a different funding office if
such designation will avoid (or reduce the cost to the Company of) any event described in
clause (i) or (ii) above and such designation will not, in such Lenders sole
judgment, be otherwise disadvantageous to such Lender.

(b)              If
the Company becomes obligated to pay additional amounts to any Lender           pursuant
to Section 7.6 or 8.1, or any Lender gives notice of the
          occurrence of any circumstances described in Section 8.2 or 8.3,
          the Company may designate another bank which is acceptable to the
Administrative           Agent and the Issuing Lender in their reasonable discretion
(such other bank           being called a Replacement Lender) to
purchase the Loans of           such Lender and such Lenders rights hereunder,
without recourse to or           warranty by, or expense to, such Lender, for a purchase
price equal to the           outstanding principal amount of the Loans payable to such
Lender plus any           accrued but unpaid interest on such Loans and all accrued but
unpaid fees owed           to such Lender and any other amounts payable to such Lender
under this           Agreement, and to assume all the obligations of such Lender
hereunder, and, upon           such purchase and assumption (pursuant to an Assignment
Agreement), such Lender           shall no longer be a party hereto or have any rights
hereunder (other than           rights with respect to indemnities and similar rights
applicable to such Lender           prior to the date of such purchase and assumption)
and shall be relieved from           all obligations to the Company hereunder, and the
Replacement Lender shall           succeed to the rights and obligations of such Lender
hereunder.

8.8    
Conclusiveness of Statements; Survival of Provisions. Determinations and
statements of any Lender pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall
be conclusive absent demonstrable error. Lenders may use reasonable averaging and
attribution methods in determining compensation under Sections 8.1 and 8.4,
and the provisions of such Sections shall survive repayment of the Obligations,
cancellation of any Notes, expiration or termination of the Letters of Credit and
termination of this Agreement.

SECTION
9    REPRESENTATIONS AND WARRANTIES.

To
induce the Administrative Agent and the Lenders to enter into this Agreement and to induce
the Lenders to make Loans and issue and participate in Letters of Credit hereunder, the
Company represents and warrants to the Administrative Agent and the Lenders that:

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9.1    
Organization. Each Loan Party is validly existing and in good standing under the
laws of its jurisdiction of organization; and each Loan Party is duly qualified to do
business in each jurisdiction where, because of the nature of its activities or
properties, such qualification is required, except for such jurisdictions where the
failure to so qualify would not have a Material Adverse Effect.

9.2    
Authorization; No Conflict. Each Loan Party is duly authorized to execute and
deliver each Loan Document to which it is a party, the Company is duly authorized to
borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations
under each Loan Document to which it is a party. The execution, delivery and performance
by each Loan Party of each Loan Document to which it is a party, and the borrowings by
the Company hereunder, do not and will not (a) require any consent or approval of any
governmental agency or authority (other than any consent or approval which has been
obtained and is in full force and effect), (b) conflict with (i) any provision of law,
(ii) the charter, by-laws or other organizational documents of any Loan Party or (iii)
any agreement, indenture, instrument or other document which is material to the Company,
or any judgment, order or decree, which is binding upon any Loan Party or any of their
respective properties or (c) require, or result in, the creation or imposition of any
Lien on any asset of any Loan Party (other than Liens in favor of the Administrative
Agent created pursuant to the Collateral Documents).

9.3    
Validity and Binding Nature. Each of this Agreement and each other Loan Document
to which any Loan Party is a party is the legal, valid and binding obligation of such
Person, enforceable against such Person in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting the enforceability of creditors rights
generally and to general principles of equity.

9.4    
Financial Condition. The audited consolidated financial statements of the Company
and its Subsidiaries as at January 3, 2004, copies of each of which have been delivered
to each Lender, were prepared in accordance with GAAP and present fairly the consolidated
financial condition of the Company and its Subsidiaries as at such dates and the results
of their operations for the periods then ended.

9.5    
No Material Adverse Change. Except as disclosed in the Companys Form 8-K
filed on February 27, 2004, since the date of the most recent financial statements
referred to in Section 9.4 above, there has been no material adverse change in the
financial condition, operations, assets, business, properties or prospects of the Loan
Parties taken as a whole.

9.6    
Litigation and Contingent Liabilities. No litigation (including derivative
actions), arbitration proceeding or governmental investigation or proceeding is pending
or, to the Companys knowledge, threatened against any Loan Party which might
reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule
9.6. Other than any liability incident to such litigation or proceedings, no Loan
Party has any material contingent liabilities not listed on Schedule 9.6 or
permitted by Section 11.1 which would have a Material Adverse Effect.

9.7    
Ownership of Properties; Liens. Each Loan Party owns good and, in the case of real
property, marketable title to all of its owned properties and assets, real and personal,
tangible and intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens and all infringement
claims with respect to patents, trademarks, service marks, copyrights and the like,
except as permitted by Section 11.2.

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9.8    
Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of
each Loan Party are duly authorized and validly issued, fully paid, non-assessable
(except as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law),
and free and clear of all Liens other than those in favor of the Administrative Agent and
Permitted Liens, and such securities were issued in compliance with all applicable state
and federal laws concerning the issuance of securities. Schedule 9.8 sets forth
the authorized Capital Securities of each Loan Party as of the Closing Date. All of the
issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or
indirectly, owned by the Company. As of the Closing Date, except as set forth on Schedule
9.8, there are no pre-emptive or other outstanding rights, options, warrants,
conversion rights or other similar agreements or understandings for the purchase or
acquisition of any Capital Securities of any Loan Party.

9.9
Pension Plans. (a) The Unfunded Liability of all Pension Plans does not in
the aggregate exceed twenty percent of the Total Plan Liability for all such Pension
Plans. Each Pension Plan complies in all material respects with all applicable
requirements of law and regulations. No contribution failure under Section 412 of the
Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to
any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or
otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of
Company, threatened, claims, actions, investigations or lawsuits against any Pension
Plan, any fiduciary of any Pension Plan, or Company or other any member of the Controlled
Group with respect to a Pension Plan or a Multiemployer Pension Plan which could
reasonably be expected to have a Material Adverse Effect. Neither the Company nor any
other member of the Controlled Group has engaged in any prohibited transaction (as
defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any
Pension Plan or Multiemployer Pension Plan which would subject that Person to any
material liability. Within the past five years, neither the Company nor any other member
of the Controlled Group has engaged in a transaction which resulted in a Pension Plan
with an Unfunded Liability being transferred out of the Controlled Group, which could
reasonably be expected to have a Material Adverse Effect. No Termination Event has
occurred or is reasonably expected to occur with respect to any Pension Plan, which could
reasonably be expected to have a Material Adverse Effect.

(b)              Except
to the extent the failure to comply with any of the following could not
          reasonably be expected to have a Material Adverse Effect: all contributions (if
          any) have been made to any Multiemployer Pension Plan that are required to be
          made by the Company or any other member of the Controlled Group under the terms
          of the plan or of any collective bargaining agreement or by applicable law;
          neither the Company nor any other member of the Controlled Group has withdrawn
          or partially withdrawn from any Multiemployer Pension Plan, incurred any
          withdrawal liability with respect to any such plan or received notice of any
          claim or demand for withdrawal liability or partial withdrawal liability from
          any such plan, and no condition has occurred which, if continued, could result
          in a withdrawal or partial withdrawal from any such plan; and neither the
          Company nor any other member of the Controlled Group has received any notice
          that any Multiemployer Pension Plan is in reorganization, that increased
          contributions may be required to avoid a reduction in plan benefits or the
          imposition of any excise tax, that any such plan is or has been funded at a
rate           less than that required under Section 412 of the Code, that any such plan
is or           may be terminated, or that any such plan is or may become insolvent.

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9.10    
Investment Company Act. No Loan Party is an investment company or a
company controlled by an investment company or a subsidiary of
an investment company, within the meaning of the Investment Company Act of
1940.

9.11    
Public Utility Holding Company Act. No Loan Party is a holding company,
or a subsidiary company of a holding company, or an affiliate of
a holding company or of a subsidiary company of a holding
company, within the meaning of the Public Utility Holding Company Act of 1935.

9.12    
Regulation U. The Company is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying
Margin Stock.

9.13    
Taxes; Tax Shelter Registration.

(a)              Each
Loan Party has timely filed all tax returns and reports required by law to           have
been filed by it and has paid all taxes and governmental charges due and
          payable with respect to such return, except any such taxes or charges which are
          being diligently contested in good faith by appropriate proceedings and for
          which adequate reserves in accordance with GAAP shall have been set aside on
its           books. The Loan Parties have made adequate reserves on their books and
records           in accordance with GAAP for all taxes that have accrued but which are
not yet           due and payable. No Loan Party has participated in any transaction that
relates           to a year of the taxpayer (which is still open under the applicable
statute of           limitations) which is a reportable transaction within
the meaning of           Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the
date when the           transaction was entered into).

(b)              No
Loan Party intends to treat any of the transactions contemplated by any Loan
          Document as being a reportable transaction within the meaning of
          Treasury Regulation Section 1.6011-4.

9.14    
Solvency, etc. On the Closing Date, and immediately prior to and after giving
effect to the issuance of each Letter of Credit and each borrowing hereunder and the use
of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair
value of its assets is greater than the amount of its liabilities (including, to the
extent reasonably likely to result in a liability, all disputed, contingent and
unliquidated liabilities) as such value is established and liabilities evaluated, (b) the
present fair saleable value of its assets is not less than the amount that will be
required to pay the probable liability on its debts as they become absolute and matured,
(c) it is able to realize upon its assets and pay its debts and other liabilities
(including, to the extent reasonably likely to result in a liability, all disputed,
contingent and unliquidated liabilities) as they mature in the normal course of business,
(d) it does not intend to, and does not believe that it will, incur debts or liabilities
beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged
in business or a transaction, and is not about to engage in business or a transaction,
for which its property would constitute unreasonably small capital.

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9.15    
Environmental Matters. The on-going operations of each Loan Party comply in all
respects with all Environmental Laws, except such non-compliance which could not (if
enforced in accordance with applicable law) reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect. Each Loan Party has
obtained, and maintained in good standing, all licenses, permits, authorizations,
registrations and other approvals required under any Environmental Law and required for
their respective ordinary course operations, and for their reasonably anticipated future
operations, and each Loan Party is in compliance with all terms and conditions thereof,
except where the failure to do so could not reasonably be expected to result in material
liability to any Loan Party and could not reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of
its properties or operations is subject to, or reasonably anticipates the issuance of,
any written order from or agreement with any Federal, state or local governmental
authority, nor subject to any judicial or docketed administrative or other proceeding,
respecting any Environmental Law, Environmental Claim or Hazardous Substance which could
reasonably be expected to have a Material Adverse Effect. There are no Hazardous
Substances or other conditions or circumstances existing with respect to any property,
arising from operations prior to the Closing Date, or relating to any waste disposal, of
any Loan Party that would reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect. No Loan Party has any underground storage tanks
that are not properly registered or permitted under applicable Environmental Laws or that
at any time have released, leaked, disposed of or otherwise discharged Hazardous
Substances to the extent such failure could reasonably be expected to have a Material
Adverse Effect.

9.16    
Insurance. Set forth on Schedule 9.16 are complete and accurate copies of
certificates evidencing property and casualty insurance program of the Loan Parties as of
the Closing Date. Each Loan Party and its properties are insured with financially sound
and reputable insurance companies which are not Affiliates of the Loan Parties, in such
amounts, with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in localities where
such Loan Parties operate.

9.17    
Real Property. Set forth on Schedule 9.17 is a complete and accurate list,
as of the Closing Date, of the address of all real property owned or leased by any Loan
Party, together with, in the case of leased property, the monthly rental amount, the name
and mailing address of the lessor of such property and, in the case of any property
subject to a Sublease, the name and address of the sublessee.

9.18    
Information. All information heretofore or contemporaneously herewith furnished in
writing by any Loan Party to the Administrative Agent or any Lender for purposes of or in
connection with this Agreement and the transactions contemplated hereby is, and all
written information hereafter furnished by any Loan Party to the Administrative Agent or
any Lender pursuant hereto or in connection herewith will be, true and accurate in every
material respect on the date as of which such information is dated or certified, and none
of such information is or will be incomplete by omitting to state any material fact
necessary to make such information not misleading in light of the circumstances under
which made (it being recognized by the Administrative Agent and the Lenders that any
projections and forecasts provided by the Company are based on good faith estimates and
assumptions believed by the Company to be reasonable as of the date of the applicable
projections or assumptions and that actual results during the period or periods covered
by any such projections and forecasts may differ from projected or forecasted results).

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9.19    
Intellectual Property. Each Loan Party owns and possesses or has a license or
other right to use all patents, patent rights, trademarks, trademark rights, trade names,
trade name rights, service marks, service mark rights and copyrights as are necessary for
the conduct of the businesses of the Loan Parties, without any infringement upon rights
of others which could reasonably be expected to have a Material Adverse Effect.

9.20    
Burdensome Obligations. No Loan Party is a party to any agreement or contract or
subject to any restriction contained in its organizational documents which could
reasonably be expected to have a Material Adverse Effect.

9.21    
Labor Matters. Except as set forth on Schedule 9.21, no Loan Party is
subject to any labor or collective bargaining agreement. There are no existing strikes,
lockouts or other labor disputes involving any Loan Party that singly or in the aggregate
could reasonably be expected to have a Material Adverse Effect. Hours worked by and
payment made to employees of the Loan Parties are not in violation of the Fair Labor
Standards Act or any other applicable law, rule or regulation dealing with such matters.

9.22    
No Default. No Event of Default or Unmatured Event of Default exists or would
result from the incurrence by any Loan Party of any Debt hereunder or under any other
Loan Document.

SECTION
10    AFFIRMATIVE COVENANTS.

Until
the expiration or termination of the Commitments and thereafter until all Obligations
hereunder and under the other Loan Documents are paid in full and all Letters of Credit
have been terminated, the Company agrees that, unless at any time the Required Lenders
shall otherwise expressly consent in writing, it will:

10.1    
    Reports, Certificates and Other Information.  Furnish to the Administrative Agent and
each Lender:

10.1.1    
Annual Report. Promptly when available and in any event within 90 days after the
close of each Fiscal Year: (a) a copy of the annual audit report of the Company and its
Subsidiaries for such Fiscal Year, including therein consolidated and, after the
effective date of Financial Accounting Standards Board FIN 46R (FIN 46R)
if FIN 46R requires the consolidation of the Company with its franchisees, consolidating
balance sheets and statements of earnings and cash flows of the Company and its
Subsidiaries as at the end of such Fiscal Year, certified with respect to the financial
statements without adverse reference to going concern value and without qualification by
independent auditors of recognized standing selected by the Company and reasonably
acceptable to the Administrative Agent, together with (i) a written statement from such
accountants to the effect that in making the examination necessary for the signing of
such annual audit report by such accountants, nothing came to their attention that caused
them to believe that the Company was not in compliance with any provision of Section
11.1, 11.3, 11.4 or 11.14 of this Agreement insofar as such
provision relates to accounting matters or, if something has come to their attention that
caused them to believe that the Company was not in compliance with any such provision,
describing such non-compliance in reasonable detail and (ii) a comparison with the budget
for such Fiscal Year and a comparison with the previous Fiscal Year; and (b) a
consolidating balance sheet of the Company and its Subsidiaries as of the end of such
Fiscal Year and consolidating statement of earnings and cash flows for the Company and
its Subsidiaries for such Fiscal Year, certified by a Senior Officer of the Company.

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10.1.2    
Interim Reports. Promptly when available and in any event within 45 days after the
end of each Fiscal Quarter, consolidated and consolidating balance sheets of the Company
and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated and
consolidating statements of earnings and cash flows for such Fiscal Quarter and for the
period beginning with the first day of such Fiscal Year and ending on the last day of
such Fiscal Quarter, together with a comparison with the corresponding period of the
previous Fiscal Year and a comparison with the budget for such period of the current
Fiscal Year, certified by a Senior Officer of the Company.

10.1.3    
Compliance Certificates. Contemporaneously with the furnishing of a copy of each
annual audit report pursuant to Section 10.1.1 and each set of quarterly
statements pursuant to Section 10.1.2, a duly completed compliance certificate in
the form of Exhibit B, with appropriate insertions, dated the date of such annual
report or such quarterly statements and signed by a Senior Officer of the Company,
containing (i) a computation of each of the financial ratios and restrictions set forth
in Section 11.14 and to the effect that such officer has not become aware of any
Event of Default or Unmatured Event of Default that has occurred and is continuing or, if
there is any such event, describing it and the steps, if any, being taken to cure it and
(ii) a written statement of the Companys management setting forth a discussion of
the Companys financial condition, changes in financial condition and results of
operations as provided to the SEC.

10.1.4    
Reports to the SEC and to Shareholders. Promptly upon the filing or sending
thereof, copies of all regular, periodic or special reports of any Loan Party filed with
the SEC; copies of all registration statements of any Loan Party filed with the SEC
(other than on Form S-8); and copies of all proxy statements or other communications made
to security holders generally.

10.1.5    
Notice of Default, Litigation and ERISA Matters. Promptly upon becoming aware of
any of the following, written notice describing the same and the steps being taken by the
Company or the Subsidiary affected thereby with respect thereto:

| | (a)              the
occurrence of an Event of Default or an Unmatured Event of Default;
| | ----------------------------------------------------------------------------------------

| | (b)              any
litigation, arbitration or governmental investigation or proceeding not
          previously disclosed by the Company to the Lenders which has been instituted
or,           to the knowledge of the Company, is threatened against any Loan Party or to
          which any of the properties of any thereof is subject which might reasonably be
          expected to have a Material Adverse Effect;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c)              the
institution of any steps by any member of the Controlled Group or any other
          Person to terminate any Pension Plan, or the failure of any member of the
          Controlled Group to make a required contribution to any Pension Plan (if such
          failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or
          to any Multiemployer Pension Plan, or the taking of any action with respect to
a           Pension Plan which could reasonably be expected to result in the requirement
          that the Company furnish a bond or other security to the PBGC or such Pension
          Plan, or the occurrence of any event with respect to any Pension Plan or
          Multiemployer Pension Plan which could reasonably be expected to result in the
          incurrence by any member of the Controlled Group of any material liability,
fine           or penalty (including any claim or demand for withdrawal liability or
partial           withdrawal from any Multiemployer Pension Plan), or any material
increase in the           contingent liability of the Company with respect to any
post-retirement welfare           benefit plan or other employee benefit plan of the
Company or another member of           the Controlled Group, or any notice that any
Multiemployer Pension Plan is in           reorganization, that increased contributions
may be required to avoid a           reduction in plan benefits or the imposition of an
excise tax, that any such           plan is or has been funded at a rate less than that
required under Section 412           of the Code, that any such plan is or may be
terminated, or that any such plan           is or may become insolvent;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)              any
cancellation or material adverse change in any insurance maintained by any           Loan
Party; or
| | ------------------------------------------------------------------------------------------------------------------------

| | (e)              any
other event (i) any violation of any Environmental Law or the assertion of           any
Environmental Claim or (ii) the enactment or effectiveness of any law, rule           or
regulation) which might reasonably be expected to have a Material Adverse
          Effect.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.1.6    
Borrowing Base Certificates. Within 15 Business Days of the end of each four-week
accounting period, a Borrowing Base Certificate dated as of the end of such period and
executed by a Senior Officer of the Company on behalf of the Company (provided that
(a) the Company may deliver a Borrowing Base Certificate more frequently if it
chooses and (b) at any time an Event of Default exists, the Administrative Agent may
require the Company to deliver Borrowing Base Certificates more frequently).

10.1.7    
Management Reports. Promptly upon receipt thereof, copies of all detailed
financial and management reports submitted to the Company by independent auditors in
connection with each annual or interim audit made by such auditors of the books of the
Company.

10.1.8    
Projections. As soon as practicable, and in any event not later than 30 days after
the commencement of each Fiscal Year, financial projections for the Company and its
Subsidiaries for such Fiscal Year (including periodic operating and cash flow budgets)
prepared in a manner consistent with the projections delivered by the Company to the
Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to the
Administrative Agent, accompanied by a certificate of a Senior Officer of the Company on
behalf of the Company to the effect that as of the date of such projections that (a) such
projections were prepared by the Company in good faith, (b) the Company has a reasonable
basis for the assumptions contained in such projections and (c) such projections have
been prepared in accordance with such assumptions.

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10.1.9    
Retail and Lease Reports. Promptly when available and in any event within 45 days
after the end of each Fiscal Quarter, (a) a same store sales report for the Company and
its Subsidiaries (including, but not limited to, Loan Party and franchisee owned stores)
together with managements discussion of such report, (b) a report detailing aging
of receivables under Subleases, and (c) a report detailing occupancy rate for store
locations subject to Subleases with third parties, all as of the end of such Fiscal
Quarter, in form, scope and detail satisfactory to the Administrative Agent and certified
by a Senior Officer of the Company.

10.1.10    
Subordinated Debt Notices. Promptly following receipt, copies of any notices
(including notices of default or acceleration) received from any holder or trustee of,
under or with respect to any Subordinated Debt.

10.1.11    
Other Information. Promptly from time to time, such other information concerning
the Loan Parties as any Lender or the Administrative Agent may reasonably request.

10.2    
Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its
books and records in accordance with sound business practices sufficient to allow the
preparation of financial statements in accordance with GAAP (except as set forth in
Section 15.4); permit, and cause each other Loan Party to permit, any Lender or the
Administrative Agent or any representative thereof to inspect the properties and
operations of the Loan Parties upon reasonable notice and at a reasonable time; and
permit, and cause each other Loan Party to permit, at any reasonable time and with
reasonable notice (or at any time without notice if an Event of Default exists), any
Lender or the Administrative Agent or any representative thereof to visit any or all of
its offices, to discuss its financial matters with its officers and its independent
auditors (and the Company hereby authorizes such independent auditors to discuss such
financial matters with any Lender or the Administrative Agent or any representative
thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts
from) any of its books or other records; and permit, and cause each other Loan Party to
permit, the Administrative Agent or any Lender and its representatives to inspect the
Inventory and other tangible assets of the Loan Parties, to perform appraisals of the
equipment of the Loan Parties, and to inspect, audit, check and make copies of and
extracts from the books, records, computer data, computer programs, journals, orders,
receipts, correspondence and other data relating to Inventory, Accounts and any other
collateral. All such inspections or audits by the Administrative Agent or Co-Lead
Arranger shall be at the Companys expense.

10.3    
Maintenance of Property; Insurance. (a) Keep, and cause each other Loan Party to
keep, all property useful and necessary in the business of the Loan Parties in good
working order and condition, ordinary wear and tear excepted.

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(b)              Maintain,
and cause each other Loan Party to maintain, with responsible           insurance
companies, such insurance coverage as may be required by any law or
          governmental regulation or court decree or order applicable to it and such
other           insurance, to such extent and against such hazards and liabilities, as is
          customarily maintained by companies similarly situated, but which shall insure
          against all risks and liabilities of the type identified on Schedule
          9.16; provided the Companys self-insured retention may not
          exceed $250,000; and, upon request of the Administrative Agent or any Lender,
          furnish to the Administrative Agent or such Lender a certificate setting forth
          in reasonable detail the nature and extent of all insurance maintained by the
          Loan Parties. The Company shall cause each issuer of an insurance policy to
          provide the Administrative Agent with an endorsement (i) showing the
          Administrative Agent as loss payee with respect to each policy of property or
          casualty insurance and naming the Administrative Agent and each Lender as an
          additional insured with respect to each policy of liability insurance, (ii)
          providing that 30 days notice will be given to the Administrative Agent
          prior to any cancellation of, material reduction or material change in coverage
          provided by or other material modification to such policy and (iii) reasonably
          acceptable in all other respects to the Administrative Agent. No settlement of
          any insurance claim not involving equipment in excess of $500,000 (the
          Floor Amount) and no settlement of any insurance claim in
any           amount after an Event of Default has occurred and is continuing shall be
made           without the Required Lenders prior consent, which consent shall not
be           unreasonably withheld. In the event of any insured loss of more than the
Floor           Amount or if any Event of Default has occurred and is continuing, the
Company           shall promptly notify the Administrative Agent thereof in writing, and
the           Company hereby authorizes and directs any insurer concerned to make payment
of           such loss directly to the Administrative Agent as its interest may appear.
          Amounts equal to or less than the Floor Amount or related to a casualty
          involving equipment shall be paid to the Company so long as no Event of Default
          exists, for the Company to use as it sees fit. After the occurrence and during
          the continuance of an Event of Default, the Administrative Agent is authorized
          (but not required), in the name and on behalf of the Company, to make proof of
          loss and to adjust, compromise and collect, in such manner and amounts as it
          shall determine, all claims under all policies; and the Company agrees to sign,
          on demand of the Administrative Agent, all receipts, vouchers, releases and
          other instruments which may be necessary or desirable in aid of this
          authorization. The proceeds of any insurance in excess of the Floor Amount or
          any insurance proceeds received after the occurrence and during the continuance
          of any Event of Default from loss, theft, or damage to the collateral shall be
          held in a segregated account established at the Administrative Agent and,
          disbursed and applied as the Required Lenders may see fit, either in reduction
          of the Obligations or applied toward the repair, restoration or replacement of
          the collateral (except that the Required Lenders shall not require that the
          proceeds be applied toward such repair, restoration or replacement if the
          proceeds are insufficient for such purposes). Notwithstanding the foregoing,
          insurance proceeds relating to any real property subject to a Mortgage shall be
          disbursed as set forth in the Mortgage.

(c)     UNLESS
THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE           INSURANCE
COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY           PURCHASE
INSURANCE AT THE COMPANYS EXPENSE TO PROTECT THE ADMINISTRATIVE           AGENTS
AND THE LENDERS INTERESTS IN THE COLLATERAL. THIS INSURANCE           MAY, BUT NEED
NOT, PROTECT ANY LOAN PARTYS INTERESTS. THE COVERAGE THAT           THE
ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST           ANY
LOAN PARTY IN CONNECTION WITH THE COLLATERAL. THE COMPANY MAY LATER CANCEL           ANY
INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING           THE
ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE           AS
REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE           FOR
THE COLLATERAL, THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT
          INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH
THE           PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR
          EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE
          PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY
BE           MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN
ON           THEIR OWN.

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10.4    
Compliance with Laws; Payment of Taxes and Liabilities. (a) Comply, and cause each
other Loan Party to comply, in all material respects with all applicable laws, rules,
regulations, decrees, orders, judgments, licenses and permits, except where failure to
comply could not reasonably be expected to have a Material Adverse Effect; (b) without
limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that
no person who owns a controlling interest in or otherwise controls a Loan Party is or
shall be (i) listed on the Specially Designated Nationals and Blocked Person List
maintained by the Office of Foreign Assets Control (OFAC), Department
of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (ii) a person designated under
Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any other similar Executive Orders, (c) without limiting clause
(a) above, comply, and cause each other Loan Party to comply, with all applicable
Bank Secrecy Act (BSA) and anti-money laundering laws and regulations
and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and
other governmental charges against it or any collateral, as well as claims of any kind
which, if unpaid, could become a Lien on any of its property; provided that the
foregoing shall not require any Loan Party to pay any such tax or charge so long as it
shall contest the validity thereof in good faith by appropriate proceedings and shall set
aside on its books adequate reserves with respect thereto in accordance with GAAP and, in
the case of a claim which could become a Lien on any collateral, such contest proceedings
shall stay the foreclosure of such Lien or the sale of any portion of the collateral to
satisfy such claim.

10.5    
Maintenance of Existence, etc. Maintain and preserve, and (subject to Section 11.5)
cause each other Loan Party to maintain and preserve, (a) its existence and good standing
in the jurisdiction of its organization and (b) its qualification to do business and good
standing in each jurisdiction where the nature of its business makes such qualification
necessary (other than such jurisdictions in which the failure to be qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect).

10.6    
Use of Proceeds. Use the proceeds of the Loans, and the Letters of Credit, solely
for working capital purposes, for Capital Expenditures and for other general business
purposes; and not use or permit any proceeds of any Loan to be used, either directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any Margin Stock.

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10.7    
Employee Benefit Plans.

(a)              Maintain,
and cause each other member of the Controlled Group to maintain, each           Pension
Plan in substantial compliance with all applicable requirements of law           and
regulations.

(b)              Make,
and cause each other member of the Controlled Group to make, on a timely           basis,
all required contributions to any Multiemployer Pension Plan.

(c)              Not,
and not permit any other member of the Controlled Group to (i) seek a           waiver of
the minimum funding standards of ERISA, (ii) terminate or withdraw           from any
Pension Plan or Multiemployer Pension Plan or (iii) take any other           action with
respect to any Pension Plan that would reasonably be expected to           entitle the
PBGC to terminate, impose liability in respect of, or cause a           trustee to be
appointed to administer, any Pension Plan, unless the actions or           events
described in clauses (a), (b) and (c) individually or in the aggregate           would
not have a Material Adverse Effect.

10.8    
Environmental Matters. If any release or threatened release or other disposal of
Hazardous Substances shall occur or shall have occurred on any real property or any other
assets of any Loan Party, the Company shall, or shall cause the applicable Loan Party to,
cause the prompt containment and removal of such Hazardous Substances and the remediation
of such real property or other assets as necessary to comply in all material respects
with all Environmental Laws and to preserve the value of such real property or other
assets. Without limiting the generality of the foregoing, the Company shall, and shall
cause each other Loan Party to, comply in all material respects with any Federal or state
judicial or administrative order requiring the performance at any real property of any
Loan Party of activities in response to the release or threatened release of a Hazardous
Substance. To the extent that the transportation of Hazardous Substances is permitted by
this Agreement, the Company shall, and shall cause its Subsidiaries to, dispose of such
Hazardous Substances, or of any other wastes, only at licensed disposal facilities
operating in compliance in all material respects with Environmental Laws.

10.9    
Tax Shelter Registration. Notify the Administrative Agent of any action (or the
intention to take an action) inconsistent with the representation in Section 9.13(b).
If the Company so notifies the Administrative Agent, the Company acknowledges and agrees
that the Administrative Agent and the Lenders may treat the transactions contemplated
hereby (or any single transaction contemplated hereby) as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and the Administrative Agent and such
Lender, as applicable, may maintain the lists and other regulations required by such
Treasury Regulation. To the extent the Administrative Agent or a Lender determines to
maintain such list, each Loan Party shall cooperate with the Administrative Agent and
Lenders in obtaining the information required under such Treasury Regulation. Within 10
days after notifying the Administrative Agent under this Section 10.9, the Company
shall deliver to the Administrative Agent a duly completed copy of IRS Form 8886 or any
successor form.

10.10    
Further Assurances. Take, and cause each other Loan Party to take, such actions as
are necessary or as the Administrative Agent or the Required Lenders may reasonably
request from time to time to ensure that the Obligations of each Loan Party under the
Loan Documents are secured by substantially all of the assets of the Company and each
domestic Subsidiary (as well as all Capital Securities of each domestic Subsidiary and
65% of all Capital Securities of each direct foreign Subsidiary) and guaranteed by each
domestic Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary
acquired or created after the Closing Date), in each case as the Administrative Agent may
determine, including (a) the execution and delivery of guaranties, security agreements,
pledge agreements, mortgages, deeds of trust, financing statements and other documents,
and the filing or recording of any of the foregoing and (b) the delivery of certificated
securities and other collateral with respect to which perfection is obtained by
possession.

45

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10.11    
Deposit Accounts. Unless the Administrative Agent otherwise consents in writing,
in order to facilitate the Administrative Agents and the Lenders maintenance
and monitoring of their security interests in the collateral, maintain all of their
deposit accounts in accordance with Section 5.8 of the Guaranty and Collateral Agreement.

10.12    
U.S. Bank Letter of Credit. On the Closing Date, cause the Issuing Lender to issue
an irrevocable, direct-pay stand-by Letter of Credit in the face amount of $5,000,000
naming U.S. Bank as beneficiary, which will decrease to $4,000,000 on March 31, 2005,
$3,200,000 on March 31, 2006, and $2,560,000 on March 18, 2007 (the U.S. Bank L/C).

10.13    
U.S. Bank Franchisor Real Estate Guaranties. Within 10 days of U.S. Bank receiving
an appraisal of real estate securing a loan made by U.S. Bank to a franchisee of the
Company or any of its Subsidiaries showing an appraised value less than 134% of the
outstanding loan balance, execute and deliver to U.S. Bank a U.S. Bank Franchisor Real
Estate Guaranty.

10.14    
Collateral Access Agreements. Timely obtain all Collateral Access Agreements
required under Section 5.9(a) of the Guaranty and Collateral Agreement, all properly
executed and in form and substance satisfactory to the Required Lenders.

SECTION
11    NEGATIVE COVENANTS

Until
the expiration or termination of the Commitments and thereafter until all Obligations
hereunder and under the other Loan Documents are paid in full and all Letters of Credit
have been terminated, the Company agrees that, unless at any time the Required Lenders
shall otherwise expressly consent in writing, it will:

11.1    
    Debt.  Not,  and not permit any other Loan  Party to,  create,  incur,  assume or
suffer to exist any Debt, except:

| | (a)              Obligations
under this Agreement and the other Loan Documents;
| | -------------------------------------------------------------------------------

| | (b)              Debt
secured by Liens permitted by Section 11.2, and extensions, renewals           and
refinancings thereof; provided that the aggregate amount of all such
          Debt under Section 11.2(d) committed to on or after the Closing Date shall not
          exceed $5,000,000;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)              Debt
of the Company to any domestic Wholly-Owned Subsidiary or Debt of any           domestic
Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned
          Subsidiary; provided that such Debt shall be evidenced by a promissory
          note in form and substance reasonably satisfactory to the Administrative Agent
          and pledged and delivered to the Administrative Agent pursuant to the
Collateral           Documents as additional collateral security for the Obligations;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

46

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| | (d)              Subordinated
Debt;
| | -----------------------------------

| | (e)              Hedging
Obligations approved by Administrative Agent and incurred in favor of a           Lender
or an Affiliate thereof for bona fide hedging purposes and not for           speculation;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)              Debt
described on Schedule 11.1 and any amendments, restatements,           extensions,
renewals or refinancings thereof so long as the principal amount           thereof is not
increased;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)              the
Debt to be Repaid (so long as such Debt is repaid on the Closing Date with           the
proceeds of the initial Loans hereunder); and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)              Contingent
Liabilities arising with respect to guaranties in favor of lenders to           the
Companys franchisees and set forth on Schedule 11.1.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.2    
Liens. Not, and not permit any other Loan Party to, create or permit to exist any
Lien on any of its real or personal properties, assets or rights of whatsoever nature
(whether now owned or hereafter acquired), except:

| | (a)              Liens
for taxes or other governmental charges not at the time delinquent or
          thereafter payable without penalty or being contested in good faith by
          appropriate proceedings and, in each case, for which it maintains adequate
          reserves;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              Liens
arising in the ordinary course of business (such as (i) Liens of           producers,
carriers, warehousemen, mechanics and materialmen and other similar           Liens
imposed by law and (ii) Liens in the form of deposits or pledges incurred           in
connection with workers compensation, unemployment compensation and           other
types of social security (excluding Liens arising under ERISA) or in           connection
with surety bonds, bids, performance bonds and similar obligations)           for sums
not overdue or being contested in good faith by appropriate proceedings           and not
involving any advances or borrowed money or the deferred purchase price           of
property or services and, in each case, for which it maintains adequate
          reserves;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)              Liens
described on Schedule 11.2;
| | --------------------------------------------------

| | (d)              subject
to the limitation set forth in Section 11.1(b), (i) Liens arising           in
connection with Capital Leases (and attaching only to the property and           related
assets being leased), (ii) Liens existing on property at the time           of the
acquisition thereof by any Loan Party (and not created in contemplation           of such
acquisition) and (iii) Liens that constitute purchase money security           interests
on any property securing Debt incurred for the purpose of financing           all or any
part of the cost of acquiring such property, provided that any           such Lien
attaches to such property within 60 days of the acquisition thereof           and
attaches solely to the property so acquired and related assets;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

47

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| | (e)              attachments,
appeal bonds, judgments and other similar Liens, for sums not           exceeding
$1,000,000 arising in connection with court proceedings, provided the execution or
other enforcement of such Liens is effectively           stayed and the claims secured
thereby are being actively contested in good faith           and by appropriate
proceedings;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)              easements,
rights of way, restrictions, minor defects or irregularities in title           and other
similar Liens not interfering in any material respect with the           ordinary conduct
of the business of any Loan Party;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)              Liens
arising under the Loan Documents;
| | --------------------------------------------------------

| | (h)              Liens
in favor of U.S. Bank under the U.S. Bank Security Agreement, provided all such
Liens shall be subordinate to the Liens arising under           the Loan Documents;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)                  the
replacement, extension or renewal of any Lien permitted by clause (c)               above
upon or in the same property subject thereto arising out of the amendment
               restatement extension, renewal, refinancing or replacement of the Debt or
other                obligation secured thereby (without increase in the amount thereof);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)                  bankers
liens in connection with deposit of instruments; and
| | ---------------------------------------------------------------------------------

| | (k)                  Liens
on life insurance policies owned by a Loan Party securing policy loans
               obtained from the insurers under such policies, provided (i) the aggregate
               amount borrowed on each policy shall not exceed the loan value thereof and
(ii)                such Loan Party shall not incur any liability to repay such loan.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.3    
Operating Leases. Not permit the aggregate amount of all rental payments under
Operating Leases (excluding replacements and refinancings and leases of trucks, tractors,
trailers, and spotters) entered into on or after the Closing Date made (or scheduled to
be made) by the Loan Parties (on a consolidated basis) to exceed $3,000,000in any
Fiscal Year.

11.4    
Restricted Payments. Not, and not permit any other Loan Party to, (a) make any
distribution to any holders of its Capital Securities in their capacity as such, (b)
purchase or redeem any of its Capital Securities, (c) pay any management fees or similar
fees (excluding directors fees and employee salaries) to any of its equityholders or any
Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any
other payment in respect of any Subordinated Debt or (e) set aside funds for any of the
foregoing. Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make
other distributions to the Company or to a domestic Wholly-Owned Subsidiary;(ii)
the Company may make regularly scheduled payments of principal and interest in respect of
Subordinated Debt to the extent permitted under the subordination provisions thereof and
any Subordination Agreement applicable thereto; and (iii) transactions permitted under
Section 11.10 are allowed hereunder.

48

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11.5
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a)
be a party to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or any Capital Securities of any class of, or any
partnership or joint venture interest in, any other Person, (b) sell, transfer, convey or
lease all or any substantial part of its assets or Capital Securities (including the sale
of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary
course of business and sales of stores to franchisees or other customers, or (c) sell or
assign with or without recourse any receivables (other than receivables not owing from a
franchisee of a Loan Party and less than $100,000 for collection purposes), except for
(i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or
by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned
Subsidiary; (ii) any such purchase or other acquisition by the Company or any domestic
Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned
Subsidiary; (iii) sales and dispositions of assets (excluding the Capital Securities of
Subsidiaries) for at least fair market value (as determined by the Board of Directors of
the Company) so long as the net book value of all assets sold or otherwise disposed of in
any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of
the Loan Parties as of the last day of the preceding Fiscal Year.

11.6    
Modification of Organizational Documents. Not permit the charter, by-laws or other
organizational documents of any Loan Party to be amended or modified in any way which
could reasonably be expected to materially adversely affect the interests of the Lenders.

11.7    
Transactions with Affiliates. Not, and not permit any other Loan Party to, enter
into, or cause, suffer or permit to exist any transaction, arrangement or contract with
any of its other Affiliates (other than the Loan Parties) which is on terms which are
less favorable than are obtainable from any Person which is not one of its Affiliates.

11.8    
Unconditional Purchase Obligations. Not, and not permit any other Loan Party to,
enter into or be a party to any contract for the purchase of materials, supplies or other
property or services if such contract requires that payment be made by it regardless of
whether delivery is ever made of such materials, supplies or other property or services.

11.9
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into
any agreement containing any provision which would (a) be violated or breached by any
borrowing by the Company hereunder or by the performance by any Loan Party of any of its
Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from
granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c)
create or permit to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (i) pay dividends or make other distributions to the Company
or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary,
(ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or
properties to any Loan Party, other than (A) customary restrictions and conditions
contained in agreements relating to the sale of all or a substantial part of the assets
of any Subsidiary pending such sale, provided that such restrictions and
conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder
(B) restrictions or conditions imposed by any agreement relating to purchase money
Debt, Capital Leases and other secured Debt permitted by this Agreement if such
restrictions or conditions apply only to the property and assets securing such Debt and
(C) customary provisions in leases and other contracts restricting the assignment
thereof.

49

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11.10    
Business Activities; Issuance of Equity. Not, and not permit any other Loan Party
to, engage in any line of business other than the businesses engaged in on the date
hereof and businesses reasonably related thereto. Not, and not permit any other Loan
Party to, issue any Capital Securities other than (a) any issuance of shares of the
Companys common Capital Securities pursuant to any employee or director option
program, benefit plan or compensation program, (b) any issuance by a Subsidiary to the
Company or another Subsidiary in accordance with Section 11.4 and (c) issuances of
Capital Securities resulting from stock dividends, combinations of shares, stock splits
and similar events and cash distributions in lieu of fractional shares related thereto.

11.11    
Investments. Not, and not permit any other Loan Party to, make or permit to exist
any Investment in any other Person, except the following:

| | (a)              contributions
by the Company to the capital of any Wholly-Owned Subsidiary, or           by any
Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary,           so
long as the recipient of any such capital contribution has guaranteed the
          Obligations and such guaranty is secured by a pledge of all of its Capital
          Securities and substantially all of its real and personal property, in each
case           in accordance with Section 10.10;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              Investments
constituting Debt permitted by Section 11.1;
| | -------------------------------------------------------------------------

| | (c)              Contingent
Liabilities constituting Debt permitted by Section 11.1 or           Liens
permitted by Section 11.2;
| | ---------------------------------------------------------------------------------------------------------------------------------

| | (d)              Cash
Equivalent Investments;
| | ---------------------------------------------

| | (e)              bank
deposits in the ordinary course of business;
| | ------------------------------------------------------------------

| | (f)              Investments
in securities of Account Debtors received pursuant to any plan of
          reorganization or similar arrangement upon the bankruptcy or insolvency of such
          account debtors;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)              loans
or advances to franchisees in an aggregate outstanding principal amount           not at
any time exceeding $5,000,000 and provided the aggregate outstanding           principal
amount of loans or advances to a single franchisee and its Affiliates           shall not
exceed $1,000,000 at any one time; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)              Investments
listed on Schedule 11.11 as of the Closing Date.
| | -----------------------------------------------------------------------------

provided that (x) any
Investment which when made complies with the requirements of the definition of the term
Cash Equivalent Investment may continue to be held notwithstanding that
such Investment if made thereafter would not comply with such requirements; (y) no
Investment otherwise permitted by clause (b), (c), or (g) shall be
permitted to be made if, immediately before or after giving effect thereto, any Event of
Default or Unmatured Event of Default exists.

11.12    
Cancellation of Debt. Not, and not permit any other Loan Party to, cancel any
claim or debt owing to it, except for reasonable consideration or in the ordinary course
of business.

50

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11.13    
   Fiscal Year.  Not change its Fiscal Year.

11.14    
Financial Covenants.

11.14.1    
 Consolidated  Fixed Charge Coverage Ratio.  Not permit the  Consolidated  Fixed Charge
Coverage Ratio as of the last day of any Computation Period to be less than 1.25:1.

11.14.2    
 Total Senior Debt Cash Flow Leverage  Ratio.  Not permit the Total Senior Debt Cash Flow
Leverage  Ratio as of the last day of any Computation Period to exceed 2.00:1.

11.14.3    
 Paid Sublease  Ratio.  Not permit the Paid Sublease Ratio as of the last day of any
 Computation  Period to be less than .90:1.

SECTION
12    EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

The
obligation of each Lender to make its Loans and of the Issuing Lender to issue Letters of
Credit is subject to the following conditions precedent:

12.1    
Initial Credit Extension. The obligation of the Lenders to make the initial Loans
and the obligation of the Issuing Lender to issue its initial Letter of Credit (whichever
first occurs) is, in addition to the conditions precedent specified in Section 12.2,
subject to the conditions precedent that (a) all Debt to be Repaid has been (or
concurrently with the initial borrowing will be) paid in full, and that all agreements
and instruments governing the Debt to be Repaid and that all Liens securing such Debt to
be Repaid have been (or concurrently with the initial borrowing will be) terminated and
(b) the Administrative Agent shall have received all of the following, each duly executed
and dated the Closing Date (or such earlier date as shall be satisfactory to the
Administrative Agent), in form and substance satisfactory to the Administrative Agent
(and the date on which all such conditions precedent have been satisfied or waived in
writing by the Administrative Agent and the Lenders is called the Closing Date):

12.1.1    
  Notes.  A Note for each Lender.

12.1.2    
Authorization Documents. For each Loan Party, such Persons (a) charter (or
similar formation document), certified by the appropriate governmental authority; (b)
good standing certificates or equivalent documentation in its state of incorporation (or
formation) and in each other state requested by the Administrative Agent; (c) bylaws (or
similar governing document); (d) resolutions of its board of directors (or similar
governing body) approving and authorizing such Persons execution, delivery and
performance of the Loan Documents to which it is party and the transactions contemplated
thereby; and (e) signature and incumbency certificates of its officers executing any of
the Loan Documents (it being understood that the Administrative Agent and each Lender may
conclusively rely on each such certificate until formally advised by a like certificate
of any changes therein), all certified by its secretary or an assistant secretary (or
similar officer) as being in full force and effect without modification.

12.1.3    
Consents, etc.Certified copies of all documents evidencing any necessary
corporate or partnership action, consents and governmental approvals (if any) required
for the execution, delivery and performance by the Loan Parties of the documents referred
to in this Section 12.

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12.1.4    
Letter of Direction. A letter of direction containing funds flow information with
respect to the proceeds of the Loans on the Closing Date.

12.1.5    
Guaranty and Collateral Agreement. A counterpart of the Guaranty and Collateral
Agreement executed by each Loan Party, together with all instruments, transfer powers and
other items required to be delivered in connection therewith.

12.1.6    
  Perfection Certificate.  A Perfection Certificate completed and executed by each Loan
Party.

12.1.7    
Real Estate Documents. Within 120 days after the Closing Date with respect to
paragraph (f) below, and on or before the Closing Date for all other paragraphs below,
with respect to the real property owned by FBD located at 2215 Union Avenue, Sheboygan,
Wisconsin, a duly executed Mortgage providing for a fully perfected Lien, in favor of the
Administrative Agent, in all right, title and interest of FBD in such real property,
together with:

| | (a)              an
ALTA Loan Title Insurance Policy, issued by an insurer acceptable to the
          Administrative Agent, insuring the Administrative Agents Lien on such
real           property and containing such endorsements as the Administrative Agent may
          reasonably require (it being understood that the amount of coverage, exceptions
          to coverage and status of title set forth in such policy shall be acceptable to
          the Administrative Agent);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              copies
of all documents of record concerning such real property as shown on the
          commitment for the ALTA Loan Title Insurance Policy referred to above;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)              original
copies of all insurance policies required to be maintained with respect           to such
real property by this Agreement, the applicable Mortgage or any other           Loan
Document;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)              a
survey certified to the Administrative Agent meeting such standards as the
          Administrative Agent may reasonably establish and otherwise reasonably
          satisfactory to the Administrative Agent; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)              a
flood insurance policy concerning such real property, if required by the Flood
          Disaster Protection Act of 1973; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)                   an
appraisal, prepared by an independent appraiser engaged directly by the
               Administrative Agent, of such parcel of real property or interest in real
               property, which appraisal shall satisfy the requirements of the Financial
               Institutions Reform, Recovery and Enforcement Act, if applicable, and
shall                evidence compliance with the supervisory loan-to-value limits set
forth in the                Federal Deposit Insurance Corporation Improvement Act of
1991, if applicable.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12.1.8    
  Stock Pledge  Agreements.  The Stock Pledge  Agreements  together  with all of the
stock  certificates  and stock powers required thereunder.

12.1.9    
  Opinions of Counsel.  Opinions of counsel for each Loan Party.

52

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12.1.10    
Insurance. Evidence of the existence of insurance required to be maintained
pursuant to Section 10.3(b), together with evidence that the Administrative Agent
has been named as a lenders loss payee and an additional insured on all related
insurance policies.

12.1.11    
Payment of Fees. Evidence of payment by the Company of all accrued and unpaid
fees, costs and expenses to the extent then due and payable on the Closing Date, together
with all Attorney Costs of the Administrative Agent to the extent invoiced prior to the
Closing Date, plussuch additional amounts of Attorney Costs as shall constitute
the Administrative Agents reasonable estimate of Attorney Costs incurred or to be
incurred by the Administrative Agent through the closing proceedings (provided that
such estimate shall not thereafter preclude final settling of accounts between the
Company and the Administrative Agent).

12.1.12    
 Environmental Reports.  Environmental site assessment reports requested by the
Administrative Agent.

12.1.13    
Search Results; Lien Terminations. Certified copies of Uniform Commercial Code
search reports dated a date reasonably near to the Closing Date, listing all effective
financing statements which name any Loan Party (under their present names and any
previous names) as debtors, together with (a) copies of such financing statements, (b)
payoff letters relating to the repayment in full of all Debt to be Repaid, the
termination of all agreements relating thereto and the release of all Liens granted in
connection therewith, with Uniform Commercial Code or other appropriate termination
statements and documents effective to evidence the foregoing (other than Liens permitted
by Section 11.2) and (c) such other Uniform Commercial Code termination statements
as the Administrative Agent may reasonably request.

12.1.14    
Filings, Registrations and Recordings. The Administrative Agent shall have
received each document (including Uniform Commercial Code financing statements) required
by the Collateral Documents or under law or reasonably requested by the Administrative
Agent to be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral
described therein, prior to any other Liens (subject only to Liens permitted pursuant to
Section 11.2), in proper form for filing, registration or recording.

12.1.15    
 Borrowing Base Certificate.  A Borrowing Base Certificate dated as of the Closing Date.

12.1.16    
Closing Certificate. A certificate executed by an officer of the Company on behalf
of the Company certifying (a) the matters set forth in Section 12.2.1 as of the
Closing Date and (b) both before and after giving effect to making the initial Loans or
the issuance of initial Letter of Credit (whichever first occurs), the Total Senior Debt
Cash Flow Leverage Ratio shall not exceed 1.25:1.

12.1.17    
 Other.  Such other documents as the Administrative Agent or any Lender may reasonably
request.

12.2    
Conditions. The obligation (a) of each Lender to make each Loan and (b) of
the Issuing Lender to issue each Letter of Credit is subject to the following further
conditions precedent that:

53

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12.2.1    
Compliance with Warranties, No Default, etc. Both before and after giving effect
to any borrowing and the issuance of any Letter of Credit, the following statements shall
be true and correct:

| | (a)              the
representations and warranties of each Loan Party set forth in this           Agreement
and the other Loan Documents shall be true and correct in all respects           with the
same effect as if then made (except to the extent stated to relate to a
          specific earlier date, in which case such representations and warranties shall
          be true and correct as of such earlier date); and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              no
Event of Default or Unmatured Event of Default shall have then occurred and           be
continuing.
| | ------------------------------------------------------------------------------------------------------------------------

12.2.2    
Confirmatory Certificate. If requested by the Administrative Agent or any Lender,
the Administrative Agent shall have received (in sufficient counterparts to provide
one to each Lender) a certificate dated the date of such requested Loan or Letter of
Credit and signed by a duly authorized representative of the Company as to the matters
set out in Section 12.2.1 (it being understood that each request by the Company
for the making of a Loan or the issuance of a Letter of Credit shall be deemed to
constitute a representation and warranty by the Company that the conditions precedent set
forth in Section 12.2.1 will be satisfied at the time of the making of such Loan
or the issuance of such Letter of Credit), together with such other documents as the
Administrative Agent or any Lender may reasonably request in support thereof.

SECTION
13    EVENTS OF DEFAULT AND THEIR EFFECT.

13.1    
    Events of Default.  Each of the following shall constitute an Event of Default under
this Agreement:

13.1.1    
Non-Payment of the Loans, etc. Default in the payment when due of the principal of
any Loan; or default, and continuance thereof for five days, in the payment when due of
any interest, fee, reimbursement obligation with respect to any Letter of Credit or other
amount payable by the Company hereunder or under any other Loan Document.

13.1.2    
Non-Payment of Other Debt. Any default shall occur under the terms applicable to
any Debt of any Loan Party in an aggregate amount (for all such Debt so affected and
including undrawn committed or available amounts and amounts owing to all creditors under
any combined or syndicated credit arrangement) exceeding $1,000,000 and such default
shall (a) consist of the failure to pay such Debt when due, whether by acceleration or
otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders
thereof, or any trustee or agent for such holder or holders, to cause such Debt to become
due and payable (or require any Loan Party to purchase or redeem such Debt or post cash
collateral in respect thereof) prior to its expressed maturity (except any such Debt
which a Loan Party is disputing in good faith and for which it has established adequate
reserves).

13.1.3    
Other Material Obligations. Default in the payment when due, or in the performance
or observance of, any material obligation of, or condition agreed to by, any Loan Party
with respect to any material purchase or lease of goods or services where such default,
singly or in the aggregate with all other such defaults, might reasonably be expected to
have a Material Adverse Effect.

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13.1.4    
Bankruptcy, Insolvency, etc. Any Loan Party becomes insolvent or generally fails
to pay, or admits in writing its inability or refusal to pay, its debts as they become
due; or any Loan Party applies for, consents to, or acquiesces in the appointment of a
trustee, receiver or other custodian for such Loan Party or any property thereof, or
makes a general assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver or other custodian is appointed
for any Loan Party or for a substantial part of the property of any thereof and is not
discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other
case or proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is commenced in respect of any Loan Party, and if such case or
proceeding is not commenced by such Loan Party, it is consented to or acquiesced in by
such Loan Party, or remains for 60 days undismissed; or any Loan Party takes any action
to authorize, or in furtherance of, any of the foregoing.

13.1.5    
Non-Compliance with Loan Documents. (a) Failure by any Loan Party to comply with
or to perform any covenant set forth in Section 10.1.5, 10.3(b), 10.5 or 10.9 or
Section 11; or (b) failure by any Loan Party to comply with or to perform any
other provision of this Agreement or any other Loan Document (and not constituting an
Event of Default under any other provision of this Section 13) and continuance of
such failure described in this clause (b) for 30 days (or such other period as is
set forth in such other Loan Document).

13.1.6    
Representations; Warranties. Any representation or warranty made by any Loan Party
herein or any other Loan Document is breached or is false or misleading in any material
respect, or any schedule, certificate, financial statement, report, notice or other
writing furnished by any Loan Party to the Administrative Agent or any Lender in
connection herewith is false or misleading in any material respect on the date as of
which the facts therein set forth are stated or certified.

13.1.7    
Pension Plans. (a) Any Person institutes steps to terminate a Pension Plan if
as a result of such termination the Company or any member of the Controlled Group could
be required to make a contribution to such Pension Plan, or could incur a liability or
obligation to such Pension Plan, in excess of $1,000,000; (b) a contribution failure
occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA; (c) the Unfunded Liability exceeds twenty percent of the Total Plan
Liability, or (d) there shall occur any withdrawal or partial withdrawal from a
Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to
Multiemployer Pension Plans as a result of such withdrawal (including any outstanding
withdrawal liability that the Company or any member of the Controlled Group have incurred
on the date of such withdrawal) exceeds $1,000,000.

13.1.8    
Judgments. Final judgments which exceed an aggregate of $1,000,000 shall be
rendered against any Loan Party and shall not have been paid, discharged or vacated or
had execution thereof stayed pending appeal within 30 days after entry or filing of such
judgments.

13.1.9    
Invalidity of Collateral Documents, etc. Any Collateral Document shall cease to be
in full force and effect; or any Loan Party (or any Person by, through or on behalf of
any Loan Party) shall contest in any manner the validity, binding nature or
enforceability of any Collateral Document.

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13.1.10    
Invalidity of Subordination Provisions, etc. Any subordination provision in any
document or instrument governing Subordinated Debt, or any subordination provision in any
guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and
effect, or any Loan Party or any other Person (including the holder of any applicable
Subordinated Debt) shall contest in any manner the validity, binding nature or
enforceability of any such provision.

13.1.11    
 Change of Control.  A Change of Control shall occur.

13.1.12    
Material Adverse Effect. The occurrence of any event having a Material Adverse
Effect.

13.1.13    
U.S.  Bank  Documents.  Any payment  required by a Loan Party under any U.S. Bank
Document is not made when due.

13.2    
Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall
occur in respect of the Company, the Commitments shall immediately terminate and the
Loans and all other Obligations hereunder shall become immediately due and payable and
the Company shall become immediately obligated to Cash Collateralize all Letters of
Credit, all without presentment, demand, protest or notice of any kind; and, if any other
Event of Default shall occur and be continuing, the Administrative Agent may (and, upon
the written request of the Required Lenders shall) declare the Commitments to be
terminated in whole or in part and/or declare all or any part of the Loans and all other
Obligations hereunder to be due and payable and/or demand that the Company immediately
Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall
immediately terminate (or be reduced, as applicable) and/or the Loans and other
Obligations hereunder shall become immediately due and payable (in whole or in part, as
applicable) and/or the Company shall immediately become obligated to Cash Collateralize
the Letters of Credit (all or any, as applicable), all without presentment, demand,
protest or notice of any kind. The Administrative Agent shall promptly advise the Company
of any such declaration, but failure to do so shall not impair the effect of such
declaration. Any cash collateral delivered hereunder shall be held by the Administrative
Agent (without liability for interest thereon) and applied to the Obligations arising in
connection with any drawing under a Letter of Credit. After the expiration or termination
of all Letters of Credit, such cash collateral shall be applied by the Administrative
Agent to any remaining Obligations hereunder and any excess shall be delivered to the
Company or as a court of competent jurisdiction may elect.

SECTION
14    THE AGENT.

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14.1    
Appointment and Authorization. Each Lender hereby irrevocably (subject to Section
14.10) appoints, designates and authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document
and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall
not have any duty or responsibility except those expressly set forth herein, nor shall
the Administrative Agent have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document
or otherwise exist against the Administrative Agent. Without limiting the generality of
the foregoing sentence, the use of the term agent herein and in other Loan
Documents with reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended to create
or reflect only an administrative relationship between independent contracting parties.

14.2    
Issuing Lender. The Issuing Lender shall act on behalf of the Lenders (according
to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the
documents associated therewith. The Issuing Lender shall have all of the benefits and
immunities (a) provided to the Administrative Agent in this Section 14with
respect to any acts taken or omissions suffered by the Issuing Lender in connection with
Letters of Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully as if the
term Administrative Agent, as used in this Section 14, included the
Issuing Lender with respect to such acts or omissions and (b) as additionally provided in
this Agreement with respect to the Issuing Lender.

14.3    
Delegation of Duties. The Administrative Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or attorney-in-fact that
it selects in the absence of gross negligence or willful misconduct.

14.4    
Exculpation of Administrative Agent. None of the Administrative Agent nor any of
its directors, officers, employees or agents shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except to the extent
resulting from its own gross negligence or willful misconduct in connection with its
duties expressly set forth herein as determined by a final, nonappealable judgment by a
court of competent jurisdiction), or (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by any Loan Party
or Affiliate of the Company, or any officer thereof, contained in this Agreement or in
any other Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document (or the creation, perfection or priority of any Lien or security interest
therein), or for any failure of the Company or any other party to any Loan Document to
perform its Obligations hereunder or thereunder. The Administrative Agent shall not be
under any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or
any other Loan Document, or to inspect the properties, books or records of the Company or
any of the Companys Subsidiaries or Affiliates.

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14.5    
Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, electronic mail
message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or
other document or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other
Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of
their obligation to indemnify the Administrative Agent against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon each Lender. For purposes of
determining compliance with the conditions specified in Section 12, each
Lender that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received written notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.

14.6    
Notice of Default. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Event of Default or Unmatured Event of Default except
with respect to defaults in the payment of principal, interest and fees required to be
paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the Company
referring to this Agreement, describing such Event of Default or Unmatured Event of
Default and stating that such notice is a notice of default. The
Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to such Event of Default or
Unmatured Event of Default as may be requested by the Required Lenders in accordance with
Section 13; provided that unless and until the Administrative Agent has
received any such request, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Event of
Default or Unmatured Event of Default as it shall deem advisable or in the best interest
of the Lenders.

14.7    
Credit Decision. Each Lender acknowledges that the Administrative Agent has not
made any representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent and acceptance of any assignment or review of the
affairs of the Loan Parties, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender as to any matter, including whether the
Administrative Agent has disclosed material information in its possession. Each Lender
represents to the Administrative Agent that it has, independently and without reliance
upon the Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and creditworthiness of
the Loan Parties, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent 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 investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Company. Except for notices, reports and other
documents expressly herein required to be furnished to the Lenders by the Administrative
Agent, the Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial or other condition or creditworthiness of the Company
which may come into the possession of the Administrative Agent.

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14.8    
Indemnification. Whether or not the transactions contemplated hereby are
consummated, each Lender shall indemnify upon demand the Administrative Agent and its
directors, officers, employees and agents (to the extent not reimbursed by or on behalf
of the Company and without limiting the obligation of the Company to do so), according to
its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as
hereinafter defined); provided that no Lender shall be liable for any payment to
any such Person of any portion of the Indemnified Liabilities to the extent determined by
a final, nonappealable judgment by a court of competent jurisdiction to have resulted
from the applicable Persons own gross negligence or willful misconduct. No action
taken in accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs and Taxes) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking
in this Section shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit, any foreclosure under, or
modification, release or discharge of, any or all of the Collateral Documents,
termination of this Agreement and the resignation or replacement of the Administrative
Agent.

14.9    
Administrative Agent in Individual Capacity. LaSalle and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with the Loan Parties and Affiliates as though
LaSalle were not the Administrative Agent hereunder and without notice to or consent of
any Lender. Each Lender acknowledges that, pursuant to such activities, LaSalle or its
Affiliates may receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the Company or
such Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to their Loans (if any),
LaSalle and its Affiliates shall have the same rights and powers under this Agreement as
any other Lender and may exercise the same as though LaSalle were not the Administrative
Agent, and the terms Lender and Lenders include LaSalle and its
Affiliates, to the extent applicable, in their individual capacities.

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14.10    
Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 daysnotice to the Lenders and the Company. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so
long as no Event of Default exists) the consent of the Company (which shall not be
unreasonably withheld or delayed), appoint from among the Lenders a successor agent for
the Lenders. If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Company, a successor agent from among the Lenders.
Upon the acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Administrative Agent
and the term Administrative Agent shall mean such successor agent, and the
retiring Administrative Agents appointment, powers and duties as Administrative
Agent shall be terminated. After any retiring Administrative Agents resignation
hereunder as Administrative Agent, the provisions of this Section 14 and Sections
15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement. If no successor
agent has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agents notice of resignation, the retiring
Administrative Agents resignation shall nevertheless thereupon become effective and
the Lenders shall perform all of the duties of the Administrative Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided for
above.

14.11    
Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, (a) to release any Lien granted to or held by the
Administrative Agent under any Collateral Document (i) upon termination of the
Commitments and payment in full of all Loans and all other obligations of the Company
hereunder and the expiration or termination of all Letters of Credit; (ii) constituting
property sold or to be sold or disposed of as part of or in connection with any
disposition permitted hereunder; or (iii) subject to Section 15.1, if approved,
authorized or ratified in writing by the Required Lenders; or (b) to subordinate its
interest in any collateral to any holder of a Lien on such collateral which is permitted
by Section 11.2(d)(i) or (d)(iii) (it being understood that the
Administrative Agent may conclusively rely on a certificate from the Company in
determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)).
Upon request by the Administrative Agent at any time, the Lenders will confirm in writing
the Administrative Agents authority to release, or subordinate its interest in,
particular types or items of collateral pursuant to this Section14.11. Each
Lender hereby authorizes the Administrative Agent to give blockage notices in connection
with any Subordinated Debt at the direction of Required Lenders and agrees that it will
not act unilaterally to deliver such notices.

14.12    
Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Company) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

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(a)              to
file and prove a claim for the whole amount of the principal and interest           owing
and unpaid in respect of the Loans, and all other Obligations that are           owing
and unpaid and to file such other documents as may be necessary or           advisable in
order to have the claims of the Lenders and the Administrative           Agent (including
any claim for the reasonable compensation, expenses,           disbursements and advances
of the Lenders and the Administrative Agent and their           respective agents and
counsel and all other amounts due the Lenders and the           Administrative Agent
under Sections 5, 15.5 and 15.16)           allowed in such judicial
proceedings; and

(b)              to
collect and receive any monies or other property payable or deliverable on           any
such claims and to distribute the same;

and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under
Sections 5, 15.5 and 15.16.

Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

14.13    
Other Agents; Arrangers and Managers. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a syndication
agent, documentation agent, co-agent, book manager, lead
manager,arranger, lead arranger or co-arranger,
if any, shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all Lenders
as such. Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
or other Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

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SECTION
15    GENERAL.

15.1    
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender
in the exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise by any of them of any right, power or remedy
preclude other or further exercise thereof, or the exercise of any other right, power or
remedy. No amendment, modification or waiver of, or consent with respect to, any
provision of this Agreement or the other Loan Documents shall in any event be effective
unless the same shall be in writing and signed or authenticated by the Company and
acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the
aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the
absence of such designation as to any provision of this Agreement, by the Required
Lenders, and then any such amendment, modification, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. No amendment,
modification, waiver or consent shall (a) extend or increase the Commitment of any Lender
without the written consent of such Lender, (b) extend the date scheduled for payment of
any principal (excluding mandatory prepayments) of or interest on the Loans or any fees
payable hereunder without the written consent of each Lender directly affected thereby,
(c) reduce the principal amount of any Loan, the rate of interest thereon or any fees
payable hereunder, without the consent of each Lender directly affected thereby; or (d)
release any party from its obligations under the Guaranty or all or any substantial part
of the collateral granted under the Collateral Documents, change the definition of
Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro
Rata Share required to effect an amendment, modification, waiver or consent, without, in
each case, the written consent of all Lenders. No provision of Sections 6.2.2 or
6.3 with respect to the timing or application of mandatory prepayments of the
Loans shall be amended, modified or waived without the consent of Lenders having a
majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of
Section 14 or other provision of this Agreement affecting the Administrative Agent
in its capacity as such shall be amended, modified or waived without the consent of the
Administrative Agent. No provision of this Agreement relating to the rights or duties of
the Issuing Lender in its capacity as such shall be amended, modified or waived without
the consent of the Issuing Lender.

15.2    
Confirmations. The Company and each holder of a Note agree from time to time, upon
written request received by it from the other, to confirm to the other in writing (with a
copy of each such confirmation to the Administrative Agent) the aggregate unpaid
principal amount of the Loans then outstanding under such Note.

15.3    
Notices. Except as otherwise provided in Sections 2.2.2 and 2.2.3,
all notices hereunder shall be in writing (including facsimile transmission) and shall be
sent to the applicable party at its address shown on Annex B or at such other
address as such party may, by written notice received by the other parties, have
designated as its address for such purpose. Notices sent by facsimile transmission shall
be deemed to have been given when sent; notices sent by mail shall be deemed to have been
given three Business Days after the date when sent by registered or certified mail,
postage prepaid; and notices sent by hand delivery or overnight courier service shall be
deemed to have been given when received. For purposes of Sections 2.2.2 and 2.2.3,
the Administrative Agent shall be entitled to rely on telephonic instructions from any
person that the Administrative Agent in good faith believes is an authorized officer or
employee of the Company, and the Company shall hold the Administrative Agent and each
other Lender harmless from any loss, cost or expense resulting from any such reliance.

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15.4    
Computations. Where the character or amount of any asset or liability or item
of income or expense is required to be determined, or any consolidation or other
accounting computation is required to be made, for the purpose of this Agreement, such
determination or calculation shall, to the extent applicable and except as otherwise
specified in this Agreement, be made in accordance with GAAP, consistently applied and
giving effect to any changes therein required to be made; provided that Company
and its Subsidiaries shall not be required to consolidate the operations of any of their
franchisees as required under FIN 46R; and furtherprovided that if the
Company notifies the Administrative Agent that the Company wishes to amend any covenant
in Section 10 (or any related definition) to eliminate or to take into account the effect
of any change in GAAP on the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend Section 10 (or any related
definition) for such purpose), then the Companys compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant (or
related definition) is amended in a manner satisfactory to the Company and the Required
Lenders.

15.5    
Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including Attorney Costs
and any Taxes) in connection with the preparation, execution, syndication, delivery and
administration (including perfection and protection of any collateral and the costs of
Intralinks (or other similar service), if applicable) of this Agreement, the other Loan
Documents and all other documents provided for herein or delivered or to be delivered
hereunder or in connection herewith (including any amendment, supplement or waiver to any
Loan Document), whether or not the transactions contemplated hereby or thereby shall be
consummated, and all reasonable out-of-pocket costs and expenses (including Attorney
Costs and any Taxes) incurred by the Administrative Agent and each Lender after an Event
of Default in connection with the collection of the Obligations or the enforcement of
this Agreement the other Loan Documents or any such other documents or during any
workout, restructuring or negotiations in respect thereof. In addition, the Company
agrees to pay, and to save the Administrative Agent and the Lenders harmless from all
liability for, any fees of the Companys auditors in connection with any reasonable
exercise by the Administrative Agent and the Lenders of their rights pursuant to Section
10.2. All Obligations provided for in this Section 15.5 shall survive
repayment of the Loans, cancellation of the Notes, expiration or termination of the
Letters of Credit and termination of this Agreement.

15.6    
Assignments; Participations.

15.6.1    
Assignments. (a) Any Lender may at any time assign to one or more Persons (any
such Person, an Assignee) all or any portion of such Lenders Loans and
Commitments, with the prior written consent of the Administrative Agent, the Issuing
Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, so
long as no Event of Default exists, the Company (which consents shall not be unreasonably
withheld or delayed and shall not be required for an assignment by a Lender to a Lender
or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any
such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less,
the remaining Commitment and Loans held by the assigning Lender. The Company and the
Administrative Agent shall be entitled to continue to deal solely and directly with such
Lender in connection with the interests so assigned to an Assignee until the
Administrative Agent and the Company shall have received and accepted an effective
assignment agreement in substantially the form of Exhibit D hereto (an AssignmentAgreement) executed, delivered and fully completed by the applicable parties
thereto and a processing fee of $3,500. No assignment may be made to any Person if at the
time of such assignment the Company would be obligated to pay any greater amount under Section
7.6 or 8 to the Assignee than the Company is then obligated to pay to the
assigning Lender under such Sections (and if any assignment is made in violation of the
foregoing, the Company will not be required to pay such greater amounts). Any attempted
assignment not made in accordance with this Section 15.6.1 shall be treated as the
sale of a participation under Section 15.6.2.

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(b)                 From
and after the date on which the conditions described above have been met,           (i)
such Assignee shall be deemed automatically to have become a party hereto           and,
to the extent that rights and obligations hereunder have been assigned to           such
Assignee pursuant to such Assignment Agreement, shall have the rights and
          obligations of a Lender hereunder and (ii) the assigning Lender, to the
          extent that rights and obligations hereunder have been assigned by it pursuant
          to such Assignment Agreement, shall be released from its rights (other than its
          indemnification rights) and obligations hereunder. Upon the request of the
          Assignee (and, as applicable, the assigning Lender) pursuant to an effective
          Assignment Agreement, the Company shall execute and deliver to the
          Administrative Agent for delivery to the Assignee (and, as applicable, the
          assigning Lender) a Note in the principal amount of the Assignees Pro
Rata           Share of the Revolving Commitment (and, as applicable, a Note in the
principal           amount of the Pro Rata Share of the Revolving Commitment retained by
the           assigning Lender). Each such Note shall be dated the effective date of such
          assignment. Upon receipt by the assigning Lender of such Note, the assigning
          Lender shall return to the Company any prior Note held by it.

(c)                 Any
Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement to secure obligations of such
Lender,           including any pledge or assignment to secure obligations to a Federal
Reserve           Bank, and this Section shall not apply to any such pledge or assignment
of a           security interest; provided that no such pledge or assignment of a
          security interest shall release a Lender from any of its obligations hereunder
          or substitute any such pledgee or assignee for such Lender as a party hereto.

15.6.2    
Participations. Any Lender may at any time sell to one or more Persons
participating interests in its Loans, Commitments or other interests hereunder (any such
Person, a Participant). In the event of a sale by a Lender of a
participating interest to a Participant, (a) such Lenders obligations hereunder
shall remain unchanged for all purposes, (b) the Company and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with such Lenders
rights and obligations hereunder and (c) all amounts payable by the Company shall be
determined as if such Lender had not sold such participation and shall be paid directly
to such Lender. No Participant shall have any direct or indirect voting rights hereunder
except with respect to any event described in Section 15.1 expressly
requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each
Lender agrees to incorporate the requirements of the preceding sentence into each
participation agreement which such Lender enters into with any Participant. The Company
agrees that if amounts outstanding under this Agreement are due and payable (as a result
of acceleration or otherwise), each Participant shall be deemed to have the right of
set-off (and corresponding notice obligation) in respect of its participating interest in
amounts owing under this Agreement and with respect to any Letter of Credit to the same
extent as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement; provided that such right of set-off shall be subject
to the obligation of each Participant to share with the Lenders, and the Lenders agree to
share with each Participant, as provided in Section 7.5. The Company also agrees
that each Participant shall be entitled to the benefits of Section 7.6 or 8 as
if it were a Lender (provided that on the date of the participation no Participant shall
be entitled to any greater compensation pursuant to Section 7.6 or 8 than
would have been paid to the participating Lender on such date if no participation had
been sold and that each Participant complies with Section 7.6(d) as if it were an
Assignee).

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15.7    
Register. The Administrative Agent shall maintain a copy of each Assignment
Agreement delivered and accepted by it and register (the Register) for
the recordation of names and addresses of the Lenders and the Commitment of each Lender
from time to time and whether such Lender is the original Lender or the Assignee. No
assignment shall be effective unless and until the Assignment Agreement is accepted and
registered in the Register. All records of transfer of a Lenders interest in the
Register shall be conclusive, absent manifest error, as to the ownership of the interests
in the Loans. The Administrative Agent shall not incur any liability of any kind with
respect to any Lender with respect to the maintenance of the Register.

15.8    
GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WISCONSIN APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.

15.9    
Confidentiality. The Administrative Agent and each Lender agree to maintain as
confidential all information provided to them by any Loan Party other than information
which (i) becomes generally available to the public other than as a result of a
disclosure by the Administrative Agent, a Lender or their respective representatives,
(ii) was available to the Administrative Agent, a Lender or their respective
representatives on a non-confidential basis prior to its disclosure to such party by a
Loan Party, their representatives or agents, or (iii) becomes available to the
Administrative Agent, a Lender or their respective representatives on a non-confidential
basis from a source other than the Loan Party, their representatives or agents, provided
that such source is not bound by a confidentiality agreement with any Loan Party; and
provided further, that the Administrative Agent and each Lender may disclose such
information (a) to Persons employed or engaged by the Administrative Agent or such Lender
in evaluating, approving, structuring or administering the Loans and the Commitments; (b)
to any assignee or participant or potential assignee or participant that has agreed to
comply with the covenant contained in this Section 15.9 (and any such assignee or
participant or potential assignee or participant may disclose such information to Persons
employed or engaged by them as described in clause (a) above); (c) as required or
requested by any federal or state regulatory authority or examiner, or any insurance
industry association, or as reasonably believed by the Administrative Agent or such
Lender to be compelled by any court decree, subpoena or legal or administrative order or
process; (d) as, on the advice of the Administrative Agents or such Lenders
counsel, is required by law; (e) in connection with the exercise of any right or remedy
under the Loan Documents or in connection with any litigation to which the Administrative
Agent or such Lender is a party involving any Loan Party or any of the Loan Documents;
(f) to any nationally recognized rating agency that requires access to information about
a Lenders investment portfolio in connection with ratings issued with respect to
such Lender; (g) to any Affiliate of the Administrative Agent, the Issuing Lender or any
other Lender who may provide Bank Products to the Loan Parties, provided such Affiliate
agrees to comply with this Section 15.9; or (h) that ceases to be confidential through no
fault of the Administrative Agent or any Lender. Notwithstanding anything in this
Agreement or any other Loan Document to the contrary, any information with respect to the
tax treatment or tax structure (in each case, within the meaning
of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby shall
not be confidential and the Administrative Agent and the Lenders and other parties hereto
may disclose without limitation of any kind any information that is provided to the
Administrative Agent or the Lenders with respect to the tax treatment or
tax structure (in each case, within the meaning of Treasury Regulation
Section 1.6011-4); provided, that to the extent any Loan Document contains
information that relates to the tax treatment or tax structure and
contains other information, this paragraph shall only apply to the information regarding
the tax treatment or tax structure.

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15.10    
Severability. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. All obligations of the Company and rights of the Administrative Agent and the
Lenders expressed herein or in any other Loan Document shall be in addition to and not in
limitation of those provided by applicable law.

15.11    
Nature of Remedies. All Obligations of the Company and rights of the
Administrative Agent and the Lenders expressed herein or in any other Loan Document shall
be in addition to and not in limitation of those provided by applicable law. No failure
to exercise and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

15.12    
Entire Agreement. This Agreement, together with the other Loan Documents, embodies
the entire agreement and understanding among the parties hereto and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or written,
relating to the subject matter hereof and thereof (except as relates to the fees
described in Section 5.3) and any prior arrangements made with respect to the
payment by the Company of (or any indemnification for) any fees, costs or expenses
payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or
the Lenders.

15.13    
Counterparts. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Agreement. Receipt of an executed signature page to this Agreement
by facsimile or other electronic transmission shall constitute effective delivery
thereof. Electronic records of executed Loan Documents maintained by the Lenders shall
deemed to be originals.

15.14    
Successors and Assigns. This Agreement shall be binding upon the Company, the
Lenders and the Administrative Agent and their respective successors and assigns, and
shall inure to the benefit of the Company, the Lenders and the Administrative Agent and
the successors and assigns of the Lenders and the Administrative Agent. No other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Agreement or any of the other Loan Documents.
The Company may not assign or transfer any of its rights or Obligations under this
Agreement without the prior written consent of the Administrative Agent and each Lender.

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15.15    
Captions. Section captions used in this Agreement are for convenience only
and shall not affect the construction of this Agreement.

15.16    
Patriot Act Notification. As required by federal law and LaSalles policies
and practices, LaSalle may need to collect certain customer identification information
and documentation in connection with opening or maintaining accounts, or establishing or
continuing to provide services.

15.17    
INDEMNIFICATION BY THE COMPANY. IN CONSIDERATION OF THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND
THE COMMITMENTS PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND
HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A
LENDER PARTY) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES
OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS
(COLLECTIVELY, THE INDEMNIFIED LIABILITIES), INCURRED BY THE LENDER PARTIES
OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER,
MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION
FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE
PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE,
TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY
OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH
RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS
CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT
WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR
INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY,
PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE
LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE
APPLICABLE LENDER PARTYS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF
SECTION 15.9 AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE
FOR ANY REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT
AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER
APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE
REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE
LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF,
ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.

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15.18    
Nonliability of Lenders. The relationship between the Company on the one hand and
the Lenders and the Administrative Agent on the other hand shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to any Loan Party arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the Loan
Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor. Neither the
Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to
review or inform any Loan Party of any matter in connection with any phase of any Loan
Partys business or operations. The Company agrees, on behalf of itself and each
other Loan Party, that neither the Administrative Agent nor any Lender shall have
liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses
suffered by any Loan Party in connection with, arising out of, or in any way related to
the transactions contemplated and the relationship established by the Loan Documents, or
any act, omission or event occurring in connection therewith, unless it is determined in a
final non-appealable judgment by a court of competent jurisdiction that such losses
resulted from a breach of this Agreement, gross negligence or willful misconduct of the
party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES
ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH
INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS
AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY
ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO
SUE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH
(WHETHER BEFORE OR AFTER THE CLOSING DATE).The Company acknowledges that it has been
advised by counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents to which it is a party. No joint venture is created hereby or by the
other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Grantors and the Lenders

15.19    
FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF WISCONSIN OR IN
THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF WISCONSIN; PROVIDED THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE COMPANY
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF WISCONSIN AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF
WISCONSIN FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF WISCONSIN. THE COMPANY HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

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15.20 WAIVER OF JURY TRIAL.
EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

[signature pages follow]

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The
parties hereto have caused this Agreement to be duly executed and delivered by their duly
authorized officers as of the date first set forth above.

| | FRESH BRANDS, INC.             
| | -------------------------------
| | By:  /s/ John H. Dahly         
| | Title:  Chief Financial Officer

Signature Page to
Credit Agreement

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Signature Page to
Credit Agreement

| | LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as
| | --------------------------------------------------------------
| | Issuing Lender and as a Lender                                
| | By:  /s/__________________________________                    
| | Title:  Commercial Lending Officer                            

Signature Page to
Credit Agreement

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Signature Page to Credit
Agreement

| | U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent, and as
| | --------------------------------------------------------------
| | a Lender                                                      
| | By:  /s/ Caroline V. Krider                                   
| | Title:  Vice President                                        

Signature Page to
Credit Agreement