<PAGE>
                                                   CONFORMED COPY
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$850,000,000 CREDIT AGREEMENT


dated as of


July 25, 1997


among


FLEMING COMPANIES, INC.,


The Lenders Party Hereto,


BANCAMERICA SECURITIES, INC.,
as Syndication Agent,


SOCIETE GENERALE,
as Documentation Agent,


and


THE CHASE MANHATTAN BANK,
as Administrative Agent

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

CHASE SECURITIES INC.,
as Advisor and Arranger




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

<PAGE>

                        TABLE OF CONTENTS


                                                             Page
                                                             ----

                           ARTICLE I

                          DEFINITIONS
                                
SECTION 1.01.  Defined Term. . . . . . . . . . . . . . . . . .  1
SECTION 1.02.  Classification of Loans and
                 Borrowing . . . . . . . . . . . . . . . . . .   
                                                               20
SECTION 1.03.  Terms Generally . . . . . . . . . . . . . . . . 20
SECTION 1.04.  Accounting Terms; GAA . . . . . . . . . . . . . 21


                           ARTICLE II

                          THE CREDITS

SECTION 2.01.  Commitments . . . . . . . . . . . . . . . . . . 21
SECTION 2.02.  Loans and Borrowings. . . . . . . . . . . . . . 21
SECTION 2.03.  Requests for Borrowings . . . . . . . . . . . . 22
SECTION 2.04.  Swingline Loans . . . . . . . . . . . . . . . . 23
SECTION 2.05.  Letters of Credit . . . . . . . . . . . . . . . 24
SECTION 2.06.  Funding of Borrowings . . . . . . . . . . . . . 29
SECTION 2.07.  Interest Elections. . . . . . . . . . . . . . . 30
SECTION 2.08.  Termination and Reduction of                    
                 Commitments . . . . . . . . . . . . . . . . . 31
SECTION 2.09.  Repayment of Loans; Evidence of Debt. . . . . . 32
SECTION 2.10.  Amortization of Term Loans. . . . . . . . . . . 33
SECTION 2.11.  Prepayment of Loans . . . . . . . . . . . . . . 34
SECTION 2.12.  Fees. . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.13.  Interest. . . . . . . . . . . . . . . . . . . . 38
SECTION 2.14.  Alternate Rate of Interest. . . . . . . . . . . 39
SECTION 2.15.  Increased Costs . . . . . . . . . . . . . . . . 39
SECTION 2.16.  Break Funding Payments. . . . . . . . . . . . . 41
SECTION 2.17.  Taxes . . . . . . . . . . . . . . . . . . . . . 41
SECTION 2.18.  Payments Generally; Pro Rata Treatment;         
                 Sharing of Set-offs . . . . . . . . . . . . . 42
SECTION 2.19.  Mitigation Obligations; Replacement
                 of Lenders. . . . . . . . . . . . . . . . . . 44


                           ARTICLE III

                 REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Corporate Existence and Power . . . . . . . . . 45
SECTION 3.02.  Corporate and Governmental Authorization;       
                 Contravention . . . . . . . . . . . . . . . . 46
SECTION 3.03.  Binding Effect. . . . . . . . . . . . . . . . . 46
SECTION 3.04.  Financial Information . . . . . . . . . . . . . 46
SECTION 3.05.  Litigation  . . . . . . . . . . . . . . . . . . 47
SECTION 3.06.  Compliance with ERISA . . . . . . . . . . . . . 47

                               -i-

<PAGE>

SECTION 3.07.  Environmental Matters . . . . . . . . . . . . . 47
SECTION 3.08.  Taxes . . . . . . . . . . . . . . . . . . . . . 48
SECTION 3.09.  Subsidiaries. . . . . . . . . . . . . . . . . . 48
SECTION 3.10.  Not an Investment Company . . . . . . . . . . . 48
SECTION 3.11.  No Conflicting Requirements . . . . . . . . . . 48
SECTION 3.12.  Disclosure. . . . . . . . . . . . . . . . . . . 48
SECTION 3.13.  Security Documents. . . . . . . . . . . . . . . 49


                           ARTICLE IV

                           CONDITIONS

SECTION 4.01.  Effective Date. . . . . . . . . . . . . . . . . 49
SECTION 4.02.  Each Credit Even. . . . . . . . . . . . . . . . 52
               
               
                           ARTICLE V

                     AFFIRMATIVE COVENANTS
                    
SECTION 5.01.  Information . . . . . . . . . . . . . . . . . . 53
SECTION 5.02.  Payment of Obligations. . . . . . . . . . . . . 55
SECTION 5.03.  Maintenance of Property; Insurance. . . . . . . 55
SECTION 5.04.  Conduct of Business and Maintenance
                 of Existence. . . . . . . . . . . . . . . . . 56
SECTION 5.05.  Compliance with Laws. . . . . . . . . . . . . . 56
SECTION 5.06.  Inspection of Property, Books and Records . . . 56
SECTION 5.07.  Use of Proceeds . . . . . . . . . . . . . . . . 57
SECTION 5.08.  Guarantee Requirement; Further Assurances . . . 57


                          ARTICLE VI

                      NEGATIVE COVENANTS

SECTION 6.01.  Liens . . . . . . . . . . . . . . . . . . . . . 58
SECTION 6.02.  Mergers, Consolidations and Sales
                 of Assets . . . . . . . . . . . . . . . . . . 59
SECTION 6.03.  Indebtedness. . . . . . . . . . . . . . . . . . 60
SECTION 6.04.  Restricted Payments . . . . . . . . . . . . . . 62
SECTION 6.05.  Transactions with Affiliates. . . . . . . . . . 62
SECTION 6.06.  Acquisitions and Investments. . . . . . . . . . 63
SECTION 6.07.  Limitation on Payment Restrictions
                 Affecting Subsidiaries. . . . . . . . . . . . 65
SECTION 6.08.  Fixed Charge Coverage Ratio . . . . . . . . . . 65
SECTION 6.09.  Ratio of Inventory and Accounts Receivable
                 to Funded Bank Debt . . . . . . . . . . . . . 65


                                -ii-

<PAGE>

                             ARTICLE VII

                         EVENTS OF DEFAULT . . . . . . . . . . . . . . . 65


                            ARTICLE VIII

                      THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . 68


                             ARTICLE IX

                           MISCELLANEOUS

SECTION 9.01.  Notices . . . . . . . . . . . . . . . . . . . . 71
SECTION 9.02.  Waivers; Amendments . . . . . . . . . . . . . . 72
SECTION 9.03.  Expenses; Indemnity; Damage Waiver. . . . . . . 73
SECTION 9.04.  Successors and Assigns. . . . . . . . . . . . . 75
SECTION 9.05.  Survival. . . . . . . . . . . . . . . . . . . . 77
SECTION 9.06.  Counterparts; Integration; 
                 Effectiveness . . . . . . . . . . . . . . . . 78
SECTION 9.07.  Severability. . . . . . . . . . . . . . . . . . 78
SECTION 9.08.  Right of Setoff . . . . . . . . . . . . . . . . 78
SECTION 9.09.  Governing Law; Jurisdiction; Consent to
                 Service of Process. . . . . . . . . . . . . . 79
SECTION 9.10.  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . 79
SECTION 9.11.  Headings  . . . . . . . . . . . . . . . . . . . 80
SECTION 9.12.  Confidentiality . . . . . . . . . . . . . . . . 80
SECTION 9.13.  Interest Rate Limitation. . . . . . . . . . . . 81



SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 2.05 -- Rolled-In Letters of Credit
Schedule 3.06 -- ERISA Matters
Schedule 3.09 -- Subsidiaries
Schedule 6.01 -- Existing Liens
Schedule 6.03(a)(ii) -- Existing Indebtedness
Schedule 6.03(b)(ii) -- Other Indebtedness
Schedule 6.05 -- Existing Affiliate Transactions with PDM, Inc.
Schedule 6.06(vii) -- 1994 Credit Agreement Adjustments to 
                        Acquisitions and Investments Basket

                                 -iii-

<PAGE>

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of Borrower's Counsel
Exhibit B-2 -- Form of Opinion of Borrower's General Counsel
Exhibit C -- Guarantee Agreement
Exhibit D -- Indemnity, Subrogation and Contribution Agreement
Exhibit E -- Pledge Agreement
Exhibit F -- Security Agreement

                                   -iv-

<PAGE>

          CREDIT AGREEMENT dated as of July 25, 1997, among FLEMING 
     COMPANIES, INC. (the "Borrower"), the LENDERS party hereto, BANCAMERICA 
     SECURITIES, INC., as Syndication Agent, SOCIETE GENERALE, as 
     Documentation Agent, and THE CHASE MANHATTAN BANK, as Administrative 
     Agent.

          The parties hereto agree as follows:


                                    ARTICLE I
 
                                   DEFINITIONS
 
          SECTION 1.01.  DEFINED TERMS.  As used in this Agreement, the 
following terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to 
whether such Loan, or the Loans comprising such Borrowing, are bearing 
interest at a rate determined by reference to the Alternate Base Rate.

          "ACCOUNTS RECEIVABLE" has the meaning assigned to such term in the 
Security Agreement.

          "ACQUISITION" means (i) an investment by the Borrower or any of the 
Subsidiaries in any Person (other than the Borrower or any of its 
Subsidiaries) pursuant to which such Person shall become a Subsidiary or 
shall be merged into or consolidated with the Borrower or any of its 
Subsidiaries or (ii) an acquisition by the Borrower or any of its 
Subsidiaries of the property and assets of any Person (other than the 
Borrower or any of its Subsidiaries) that constitute substantially all of the 
assets of such Person or of any division or line of business of such Person.

          "ADJUSTED LIBO RATE" means, with respect to any Eurodollar 
Borrowing for any Interest Period, an interest rate per annum (rounded 
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for 
such Interest Period multiplied by (b) the Statutory Reserve Rate.

          "ADJUSTED NIBO RATE" means, with respect to any Eurodollar 
Borrowing for any Interest Period, an interest rate per annum (rounded 
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the NIBO Rate for 
such Interest Period multiplied by (b) the Statutory Reserve Rate.

          "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in its 
capacity as administrative agent for the Lenders hereunder.           

          "ADMINISTRATIVE QUESTIONNAIRE"  means an Administrative 
Questionnaire in a form supplied by the Administrative Agent.

          "AFFILIATE"  means, with respect to a specified Person, another 
Person that directly, or indirectly through one or more intermediaries, 
Controls or is Controlled by or is under common 

<PAGE>

Control with the Person specified.

          "AGENTS"  means the Administrative Agent, Syndication Agent and 
Documentation Agent.

          "ALTERNATE BASE RATE"  means, for any day, a rate per annum equal 
to the greater of (a) the Prime Rate in effect on such day and (b) the 
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any 
change in the Alternate Base Rate due to a change in the Prime Rate or the 
Federal Funds Effective Rate shall be effective from and including the 
effective date of such change in the Prime Rate or the Federal Funds 
Effective Rate, respectively.

          "APPLICABLE PERCENTAGE"  means, with respect to any Revolving 
Lender, the percentage of the total Revolving Commitments represented by such 
Lender's Revolving Commitment. If the Revolving Commitments have terminated 
or expired, the Applicable Percentages shall be determined based upon the 
Revolving Commitments most recently in effect, giving effect to any 
assignments.

          "APPLICABLE RATE"  means, for any day (a) with respect to the 
commitment fees payable hereunder, or with respect to any Eurodollar Loan 
that is a Revolving Loan or a Term Loan, as the case may be, the applicable 
rate per annum set forth below under the caption "Commitment Fee Rate", 
"Revolving Facility Spread" or "Term Loan Spread", as the case may be, based 
upon the Ratings in effect on such day and, in the case of the Revolving 
Facility Spread, the percentage of the aggregate Revolving Commitments that 
shall be utilized on such day:  

<TABLE>
<CAPTION>
                                       REVOLVING FACILITY SPREAD
                                       -------------------------

                RATINGS       COMMITMENT  LESS THAN 25%  GREATER THAN OR   GREATER THAN OR  TERM LOAN
             (S&P/MOODY'S)     FEE RATE   UTILIZATION    EQUAL TO 25% BUT    EQUAL TO 50%    SPREAD
             ------------      --------   -----------     LESS THAN 50%      UTILIZATION     ------
                                                           UTILIZATION       -----------
                                                          -----------
<S>         <C>               <C>         <C>            <C>               <C>              <C>
Category 1  BBB+/Baa1 or higher  0.100%     0.250%            0.275%            0.300%       0.350%
Category 2  BBB/Baa2             0.150%     0.375%            0.400%            0.425%       0.475%
Category 3  BBB-/Baa3            0.200%     0.500%            0.550%            0.600%       0.650%
Category 4  BB+/Ba1              0.300%     0.750%           0.8125%            0.875%       1.000%
Category 5  BB/Ba2               0.375%     1.000%            1.125%            1.250%       1.375%
Category 6  Less than BB/Ba2     0.500%     1.500%            1.625%            1.750%       1.875%
</TABLE>

and (b) with respect to any ABR Loan, a rate per annum equal to the greater 
of (i) zero and (ii) the applicable rate for a Eurodollar Loan of the same 
Class, determined according to the above table, minus 1.00% per annum.

          For purposes of the foregoing, (i) if the Ratings in effect on any 
date fall in different Categories, the Applicable Rate shall be 

                                       -2-

<PAGE>

determined by reference to the superior (numerically lower) Category, unless 
the Ratings differ by more than one Category, in which case the applicable 
Category shall be the Category next below the superior (numerically lower) of 
the two; (ii) if either Moody's or S&P shall not have in effect a Rating 
(other than because such rating agency shall no longer be in the business of 
rating corporate debt obligations), then such rating agency will be deemed to 
have established a Rating in Category 6; and (iii) if any rating established 
or deemed to have been established by Moody's or S&P shall be changed (other 
than as a result of a change in the rating system of either Moody's or S&P), 
such change shall be effective as of the day on which such change is first 
announced by the rating agency making such change.  Each change in the 
Applicable Rate shall apply during the period commencing on the effective 
date of such change and ending on the date immediately preceding the 
effective date of the next such change.  If the rating system of either 
Moody's or S&P shall change, or if either such rating agency shall cease to 
be in the business of rating corporate debt obligations, the Borrower and the 
Administrative Agent shall negotiate in good faith to amend the references to 
specific ratings in this definition to reflect such changed rating system or 
the non-availability of ratings from such rating agency.  For purposes of 
determining the portion of the Revolving Commitments that has been utilized 
at any time, (i) the Revolving Commitment of a Lender shall be deemed to be 
utilized to the extent of the outstanding Revolving Loans, LC Exposure and 
Swingline Exposure of such Lender and (ii) if the Revolving Commitments have 
been terminated pursuant to Article VII, such Commitments shall at all times 
thereafter be deemed to have been utilized in full.

          "ASSET DISPOSITION" means (a) any sale, transfer or other 
disposition of any capital stock of any Subsidiary to any Person other than 
the Borrower or any Wholly Owned Subsidiary (including, without limitation, 
through the merger of any Subsidiary with or into any Person other than the 
Borrower or any Wholly Owned Subsidiary), (b) any sale, transfer or other 
disposition of any other property or asset of the Borrower or any Subsidiary 
to any Person other than the Borrower or any Wholly Owned Subsidiary, other 
than any sale, transfer or other disposition of: (i) any current asset in the 
ordinary course of business; (ii) any property or assets in connection with a 
Permitted Note Financing; (iii) any property or assets within 180 days after 
the acquisition, or completion of construction, thereof, to a Person other 
than the Borrower or a Subsidiary who then leases such property to the 
Borrower or a Subsidiary; (iv) existing property or assets in consideration 
(in whole or in part) for the acquisition of new property or assets of a 
similar character in the ordinary course of business; (v) inventory in the 
ordinary course of business; and (vi) any other property or assets in the 
ordinary course of business if the total consideration received by the 
Borrower and its Subsidiaries in respect thereof and any property or assets 
sold concurrently or in a related transaction or series of transactions does 
not exceed $500,000, or (c) any casualty or other insured damage to, or any 
taking under power of eminent domain or by condemnation or similar proceeding 
of, properties or assets of the Borrower or any Subsidiary where the total 
consideration received by the Borrower and its Subsidiaries in respect of 
such event or proceeding, or series of 

                                     -3-
<PAGE>

events or proceedings, exceeds $500,000.

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance 
entered into by a Lender and an assignee (with the consent of any party whose 
consent is required by Section 9.04), and accepted by the Administrative 
Agent, in the form of Exhibit A or any other form approved by the 
Administrative Agent.

          "BENEFIT ARRANGEMENT" means at any time an employee benefit plan 
within the meaning of Section 3(3) of ERISA which is not a Plan or a 
Multiemployer Plan and which is maintained or otherwise contributed to by any 
ERISA Affiliate.

          "BOARD" means the Board of Governors of the Federal Reserve System 
of the United States of America.

          "BORROWER" means Fleming Companies, Inc., an Oklahoma corporation.

          "BORROWER'S KNOWLEDGE" means the knowledge of any executive officer 
of the Borrower or any other employee of the Borrower charged with the 
responsibility of administering this Agreement.

          "BORROWING" means (a) any group of Loans of the same Class and 
Type, made, converted or continued on the same date and, in the case of 
Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a 
Swingline Loan.

          "BORROWING REQUEST" means a request by the Borrower for a Borrowing 
in accordance with Section 2.03.

          "BUSINESS DAY" means any day that is not a Saturday, Sunday or 
other day on which commercial banks in New York City are authorized or 
required by law to remain closed; provided that, when used in connection with 
a Eurodollar Loan, the term "Business Day" shall also exclude any day on 
which banks are not open for dealings in dollar deposits in the London 
interbank market.

          "BUSINESS DEVELOPMENT PROGRAM" means the business practice of the 
Borrower and its Subsidiaries of making or guaranteeing loans to, or making 
equity investment in, third parties engaged in the retail grocery business in 
exchange for long-term supply agreements with the Borrower or any Subsidiary.

          "BUSINESS DEVELOPMENT VENTURE" means any Person participating in 
the Business Development Program.

          "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of 
such Person to pay rent or other amounts under any lease of (or other 
arrangement conveying the right to use) real or personal property, or a 
combination thereof, which obligations are required to be classified and 
accounted for as capital leases on a balance sheet of such Person under GAAP, 
and the amount of such obligations shall be the capitalized amount thereof 
determined in accordance with GAAP.

                                     -4-
<PAGE>

          "CHANGE IN CONTROL" means (a) the acquisition of ownership, 
directly or indirectly, beneficially or of record, by any Person or group 
(within the meaning of the Securities Exchange Act of 1934 and the rules of 
the Securities and Exchange Commission thereunder as in effect on the date 
hereof) other than the 1989 ESOP, of shares representing 20% or more of the 
aggregate ordinary voting power represented by the issued and outstanding 
capital stock of the Borrower; or (b) the occupation at any time of a 
majority of the seats (other than vacant seats) on the board of directors of 
the Borrower by Persons who were neither (i) nominated by the board of 
directors of the Borrower nor (ii) appointed by directors so nominated.

          "CHANGE IN LAW" means (a) the adoption of any law, rule or 
regulation after the date of this Agreement, (b) any change in any law, rule 
or regulation or in the interpretation or application thereof by any 
Governmental Authority after the date of this Agreement or (c) compliance by 
any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any 
lending office of such Lender or by such Lender's or such Issuing Bank's 
holding company, if any) with any request, guideline or directive (whether or 
not having the force of law) of any Governmental Authority made or issued 
after the date of this Agreement.

          "CLASS", when used in reference to any Loan or Borrowing, refers to 
whether such Loan, or the Loans comprising such Borrowing, are Revolving 
Loans, Term Loans or Swingline Loans and, when used in reference to any 
Commitment, refers to whether such Commitment is a Revolving Commitment or 
Term Loan Commitment.

          "CODE" means the Internal Revenue Code of 1986, as amended from 
time to time.

          "COLLATERAL" means any and all "Collateral", as defined in the 
Security Documents.

          "COLLATERAL AGENT" has the meaning ascribed to it in the Security 
Agreement.

          "COLLATERAL REQUIREMENT" means at any date that (a) the Pledge 
Agreement creates in favor of the Collateral Agent, for the benefit of the 
Lenders, first priority perfected pledges of and security interests in all 
capital stock or other equity interests owned by the Borrower or any 
Subsidiary in any Subsidiary, and (b) the Security Agreement creates in favor 
of the Collateral Agent, for the benefit of the Lenders, first priority 
perfected security interests in Inventory and Accounts Receivable 
representing at least 95% of the consolidated Inventory and Accounts 
Receivable of the Borrower; PROVIDED, that (i) the Borrower and the 
Subsidiaries will in no event be required, in order to satisfy the Collateral 
Requirement, to subject to the Lien of the Security Agreement Inventory or 
Accounts Receivable of Joint Ventures and (ii) the Borrower will not be 
required to cause Richmar Foods, Inc. to pledge the capital stock of Netco 
Foods, Inc. unless and until Richmar Foods, Inc. becomes a Wholly Owned 
Subsidiary.

                                     -5-
<PAGE>

          "COMMITMENT" means a Revolving Commitment or Term Loan Commitment 
or any combination thereof (as the context requires).

          "CONSOLIDATED NET INCOME" means, for any period, the net income or 
loss of the Borrower and the Subsidiaries for such period determined on a 
consolidated basis in accordance with GAAP, PROVIDED that there shall be 
excluded the income (or loss) of any Person accrued prior to the date it 
becomes a Subsidiary or is merged into or consolidated with the Borrower or 
any of the Subsidiaries or the date that Person's assets are acquired by the 
Borrower or any of the Subsidiaries.

          "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or other 
entity the accounts of which would be consolidated with those of the Borrower 
in its consolidated financial statements as of such date.

          "CONTROL" means the possession, directly or indirectly, of the 
power to direct or cause the direction of the management or policies of a 
Person, whether through the ability to exercise voting power, by contract or 
otherwise.  "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

          "DEFAULT" means any event or condition which constitutes an Event 
of Default or which upon notice, lapse of time or both would, unless cured or 
waived, become an Event of Default.
          
          "DESIGNATED SUBSIDIARY" means a Subsidiary that is neither an 
Equity Store nor a Business Development Venture.

          "DOCUMENTATION AGENT" means Societe Generale, in its capacity as 
documentation agent under this Agreement.

          "DOLLARS" or "$" refers to lawful money of the United States of 
America.

          "EBITDAR" means, for any period, Consolidated Net Income for such 
period plus, to the extent deducted in determining such Consolidated Net 
Income, the sum of income tax expense, depreciation expense, amortization 
expense, Interest Expense, Rent Expense, Equity Investment Results and 
non-cash charges taken after the Effective Date ("DESIGNATED NON-CASH 
CHARGES") with respect to (i) write-downs of certain retail and distribution 
facilities and related assets in connection with the proposed disposition of 
such facilities or discontinuance of operations at such facilities, or 
otherwise in accordance with GAAP or (ii) other consolidation and 
restructuring of facilities and operations (PROVIDED, that any cash payment 
made with respect to any such Designated Non-Cash Charge shall be subtracted 
in computing EBITDAR during the period in which such cash payment is made), 
minus, to the extent added in determining such Consolidated Net Income, 
non-cash gains and income and Equity Investment Results all as determined in 
accordance with GAAP on a consolidated basis for the Borrower and the 
Subsidiaries; PROVIDED that, for purposes of determining EBITDAR, all cash 
and non-cash charges incurred in 

                                     -6-
<PAGE>

connection with the execution and delivery of this Agreement or the issuance 
and sale of the Subordinated Notes shall be excluded.

          "EFFECTIVE DATE" means the date on which the conditions specified 
in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes, 
ordinances, orders, decrees, judgments, injunctions, notices or binding 
agreements issued, promulgated or entered into by any Governmental Authority, 
relating in any way to the environment, preservation or reclamation of 
natural resources, the management, release or threatened release of any 
Hazardous Material or to health and safety matters.

          "ENVIRONMENTAL LIABILITY" means any liability, contingent or 
otherwise (including any liability for damages, costs of environmental 
remediation, fines, penalties or indemnities), of the Borrower or any 
Subsidiary directly or indirectly resulting from or based upon (a) violation 
of any Environmental Law, (b) the generation, use, handling, transportation, 
storage, treatment or disposal of any Hazardous Materials, (c) exposure to 
any Hazardous Materials, (d) the release or threatened release of any 
Hazardous Materials into the environment or (e) any contract, agreement or 
other consensual arrangement pursuant to which liability is assumed or 
imposed with respect to any of the foregoing.

          "EQUITY INVESTMENT RESULTS" shall have the meaning given such term 
in the consolidated financial statements of the Borrower referred to in 
Section 3.04, and shall be computed in a manner consistent with that used in 
preparing such statements.

          "EQUITY STORE" means any Person participating in the Equity Store 
Program.

          "EQUITY STORE PROGRAM" means the business practice of the Borrower 
and its Subsidiaries of making equity investment in Persons, and making or 
guaranteeing loans to such Persons, for the purposes of assisting such Person 
in acquiring, remodeling, refurbishing, expanding or operating one or more 
retail grocery stores and pursuant to which such Person is permitted or 
required to reduce the Borrower's or the Subsidiary's equity interest to a 
minority position over time (usually five to 10 years).

          "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended from time to time.

          "ERISA AFFILIATE" means any trade or business (whether or not 
incorporated) that, together with the Borrower, is treated as a single 
employer under Section 414(b) or (c) of the Code or, solely for purposes of 
Section 302 of ERISA and Section 412 of the Code, is treated as a single 
employer under Section 414 of the Code.

          "EURODOLLAR", when used in reference to any Loan or Borrowing, 
refers to whether such Loan, or the Loans comprising such 

                                     -7-
<PAGE>

Borrowing, are LIBOR Loans or NIBOR Loans.

          "EVENT OF DEFAULT" has the meaning assigned to such term in Article 
VII.

          "EXCLUDED TAXES" means, with respect to the Administrative Agent, 
any Lender, any Issuing Bank or any other recipient of any payment to be made 
by or on account of any obligation of the Borrower hereunder, (a) income or 
franchise taxes imposed on (or measured by) its net income  by the United 
States of America, or by the jurisdiction under the laws of which such 
recipient is organized or in which its principal office is located or, in the 
case of any Lender, in which its applicable lending office is located, (b) 
any branch profits taxes imposed by the United States of America or any 
similar tax imposed by any other jurisdiction in which the Borrower is 
located and (c) in the case of a Foreign Lender (other than an assignee 
pursuant to a request by the Borrower under Section 2.19(b)), any withholding 
tax that is imposed on amounts payable to such Foreign Lender at the time 
such Foreign Lender becomes a party to this Agreement (or designates a new 
lending office) or is attributable to such Foreign Lender's failure to comply 
with Section 2.17(e), except to the extent that such Foreign Lender (or its 
assignor, if any) was entitled, at the time of designation of a new lending 
office (or assignment), to receive additional amounts from the Borrower with 
respect to such withholding tax pursuant to Section 2.17(a).

          "FLOATING RATE SENIOR NOTES" means the Borrower's Floating Rate 
Senior Notes due 2001.

          "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted 
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates 
on overnight Federal funds transactions with members of the Federal Reserve 
System arranged by Federal funds brokers, as published on the next succeeding 
Business Day by the Federal Reserve Bank of New York, or, if such rate is not 
so published for any day that is a Business Day, the average (rounded 
upwards, if necessary, to the next 1/100 of 1%) of the quotations for such 
day for such transactions received by the Administrative Agent from three 
Federal funds brokers of recognized standing selected by it.

          "FINANCIAL OFFICER" means the chief financial officer, principal 
accounting officer, treasurer or controller of the Borrower.

          "FINANCING NOTES" means notes receivable arising from investments 
in direct financing leases or in retailer notes or chattel paper (other than 
any retailer note or chattel paper received in exchange or substitution for 
or in payment or other satisfaction of any Account Receivable).

          "FOREIGN LENDER" means any Lender that is organized under the laws 
of a jurisdiction other than that in which the Borrower is located.  For 
purposes of this definition, the United States of America, each State thereof 
and the District of Columbia shall be deemed to constitute a single 
jurisdiction.

                                     -8-
<PAGE>

          "FUNDED BANK DEBT" means, as of any date, the aggregate principal 
amount of Loans and undrawn Letters of Credit outstanding hereunder and other 
Indebtedness of the Borrower or any Subsidiary incurred under one or more 
uncommitted lines of credit and the aggregate termination value of all 
Hedging Agreements that are secured by the Collateral.

          "GAAP" means generally accepted accounting principles in the United 
States of America.

          "GOVERNMENTAL AUTHORITY" means the government of the United States 
of America, any other nation or any political subdivision thereof, whether 
state or local, and any agency, authority, instrumentality, regulatory body, 
court, central bank or other entity exercising executive, legislative, 
judicial, taxing, regulatory or administrative powers or functions of or 
pertaining to government.

          "GRANTOR" means the Borrower and each Subsidiary that is, or is 
required by Section 5.08 to be, a party to the Pledge Agreement or the 
Security Agreement.

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

          "GUARANTEE AGREEMENT" means a Guarantee Agreement in substantially 
the form of Exhibit C hereto among the Guarantors and the Administrative 
Agent acting on behalf of the Lenders, as the same may be amended, modified 
or supplemented from time to time in accordance with the provisions hereof.

          "GUARANTEE REQUIREMENT" means at any date that (a) all Wholly Owned 
Subsidiaries are Guarantors and (b) the assets of the Guarantors, together 
with the assets of the Borrower, constituted as at the last day of the most 
recently ended fiscal quarter of the Borrower at least 95% of the 
consolidated total assets of the Borrower and its Subsidiaries; PROVIDED, 
HOWEVER, that the Guarantee Requirement shall in no event be met unless each 
Subsidiary that guarantees the Subordinated Notes or any other subordinated 
Indebtedness of the Borrower shall be a Guarantor.  For purposes of 

                                     -9-
<PAGE>

this definition, assets shall be taken at their book value and all stock or 
other equity interests in Subsidiaries and other intercompany items shall be 
disregarded.

          "GUARANTORS" means the Subsidiaries listed on Schedule 3.09 hereto 
and each other Subsidiary that becomes party to the Guarantee Agreement 
pursuant to Section 5.08 or otherwise, PROVIDED, that for purposes of the 
definition of "Guarantee Requirement", a Subsidiary that is an indirect 
Subsidiary of the Borrower shall not be considered a Guarantor unless each 
intermediate Subsidiary is also a Guarantor.

          "HAZARDOUS MATERIALS"  means all explosive or radioactive 
substances or wastes and all hazardous or toxic substances, wastes or other 
pollutants, including petroleum or petroleum distillates, asbestos or 
asbestos containing materials, polychlorinated biphenyls, radon gas, 
infectious or medical wastes and all other substances or wastes of any nature 
regulated pursuant to any Environmental Law.

          "HEDGING AGREEMENT" means any interest rate protection agreement, 
foreign currency exchange agreement, commodity price protection agreement or 
other interest or currency exchange rate or commodity price hedging 
arrangement.  The "principal amount" or "termination value" of the 
obligations of the Borrower or any Subsidiary in respect of any Hedging 
Agreement at any time shall be the maximum aggregate amount (giving effect to 
any netting agreements) that the Borrower or such Subsidiary would be 
required to pay if such Hedging Agreement were terminated at such time.

          "INDEBTEDNESS" of any Person means, without duplication, (a) all 
obligations of such Person for borrowed money or with respect to deposits or 
advances of any kind, (b) all obligations of such Person evidenced by bonds, 
debentures, notes or similar instruments, (c) all obligations of such Person 
upon which interest charges are customarily paid, (d) all obligations of such 
Person under conditional sale or other title retention agreements relating to 
property acquired by such Person, (e) all obligations of such Person in 
respect of the deferred purchase price of property or services (excluding 
current accounts payable incurred in the ordinary course of business), (f) 
all Indebtedness of others secured by (or for which the holder of such 
Indebtedness has an existing right, contingent or otherwise, to be secured 
by) any Lien on property owned or acquired by such Person, whether or not the 
Indebtedness secured thereby has been assumed, (g) all Guarantees by such 
Person of Indebtedness of others, (h) all Capital Lease Obligations of such 
Person, (i) all obligations, contingent or otherwise, of such Person as an 
account party in respect of letters of credit and letters of guaranty and (j) 
all obligations, contingent or otherwise, of such Person in respect of 
bankers' acceptances.  The Indebtedness of any Person shall include the 
Indebtedness of any other entity (including any partnership in which such 
Person is a general partner) to the extent such Person is liable therefor as 
a result of such Person's ownership interest in or other relationship with 
such entity, except to the extent the terms of such Indebtedness provide that 
such Person is not liable therefor.

          "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                                     -10-
<PAGE>

          "INFORMATION MEMORANDUM" means the Confidential Information 
Memorandum dated June 1997 distributed by the Borrower to prospective Lenders.
          
          "INTEREST ELECTION REQUEST" means a request by the Borrower to 
convert or continue a Revolving Borrowing or Term Borrowing in accordance 
with Section 2.07.

          "INTEREST EXPENSE" means, for any period, the gross interest 
expense of the Borrower and its Subsidiaries for such period determined on a 
consolidated basis in accordance with GAAP.

          "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan 
(other than a Swingline Loan), the last day of each March, June, September 
and December, (b) with respect to any Eurodollar Loan, the last day of the 
Interest Period applicable to the Borrowing of which such Loan is a part and, 
in the case of a Eurodollar Borrowing with an Interest Period of more than 
three months' duration, each day of such Interest Period that occurs at 
intervals of three months' duration after the first day of such Interest 
Period, and (c) with respect to any Swingline Loan, the day that such Loan is 
required to be repaid.

          "INTEREST PERIOD" means (a) with respect to any LIBOR Borrowing, 
the period commencing on the date of such Borrowing and ending on the 
numerically corresponding day in the calendar month that is one, two, three 
or six months (or, if each Lender shall make interest periods of such 
duration available, nine or twelve months) thereafter, as the Borrower may 
elect, and (b) with respect to any NIBOR Borrowing, the period commencing on 
the date of such Borrowing and ending on the numerically corresponding day in 
the following calendar week; PROVIDED, that (i) if any Interest Period would 
end on a day other than a Business Day, such Interest Period shall be 
extended to the next succeeding Business Day unless, in the case of a LIBOR 
Borrowing, such next succeeding Business Day would fall in the next calendar 
month, in which case such Interest Period shall end on the next preceding 
Business Day and (ii) in the case of a LIBOR Borrowing, any Interest Period 
that commences on the last Business Day of a calendar month (or on a day for 
which there is no numerically corresponding day in the last calendar month of 
such Interest Period) shall end on the last Business Day of the last calendar 
month of such Interest Period.   For purposes hereof, the date of a Borrowing 
initially shall be the date on which such Borrowing is made and thereafter 
shall be the effective date of the most recent conversion or continuation of 
such Borrowing.

          "INVENTORY" has the meaning assigned to such term in the Security 
Agreement.

          "INVESTMENT" means any investment in any Person, whether by means 
of share purchase, capital contribution, loan, Guarantee, time deposit or 
otherwise; PROVIDED that Accounts Receivable arising in the ordinary course 
of business do not constitute Investments.

          "ISSUING BANKS" means The Chase Manhattan Bank, Societe 

                                     -11-
<PAGE>

Generale and Bank of America National Trust and Savings Association in their 
capacity as issuers of Letters of Credit hereunder, and their successors in 
such capacity as provided in Section 2.05(i).  Any Issuing Bank may, in its 
discretion, arrange for one or more Letters of Credit to be issued by one or 
more Affiliates of such Issuing Bank, PROVIDED, in each case, that the 
Borrower does not reasonably object based on such Affiliate's 
creditworthiness, and the term "Issuing Bank" shall include any such 
Affiliate with respect to Letters of Credit issued by it.

          "JOINT VENTURE" means any Person, other than an Equity Store or 
Business Development Venture, (a) that is formed by the Borrower after the 
date hereof pursuant to arm's length negotiations with one or more Persons 
that are not Affiliates of the Borrower, (b) in which the Borrower directly 
or indirectly owns less than 80% of the equity and (c) no part of the 
Borrower's investment in which was obtained through the conversion or 
forgiveness of Indebtedness.

          "LATER MATURING INDEBTEDNESS" means unsecured Indebtedness of the 
Borrower incurred after the date hereof that has a final maturity at least 
six months after the Term Loan Maturity Date and no portion of which is 
subject to mandatory repayment or repurchase at the option of the holders 
thereof or otherwise prior to such time (other than as a result of a change 
in control of the Borrower).

          "LC DISBURSEMENT" means a payment made by any Issuing Bank pursuant 
to a Letter of Credit.

          "LC EXPOSURE" means, at any time, the sum of (a) the aggregate 
undrawn amount of all outstanding Letters of Credit at such time plus (b) the 
aggregate amount of all LC Disbursements that have not yet been reimbursed by 
or on behalf of the Borrower at such time.  The LC Exposure of any Revolving 
Lender at any time shall be its Applicable Percentage of the total LC 
Exposure at such time.

          "LENDERS" means the Persons listed on Schedule 2.01 and any other 
Person that shall have become a party hereto pursuant to an Assignment and 
Acceptance, other than any such Person that ceases to be a party hereto 
pursuant to an Assignment and Acceptance.  Unless the context otherwise 
requires, the term "Lenders" includes the Swingline Lender.

          "LETTER OF CREDIT" means any letter of credit issued pursuant to 
this Agreement, including the letters of credit issued by Societe Generale 
that are set forth on Schedule 2.05.

          "LIBO RATE" means, with respect to any Eurodollar Borrowing for any 
Interest Period, the rate appearing on the LIBO Page of the Reuters 
Information Service (or on any successor or substitute page of such service, 
or any successor to or substitute for such service, providing rate quotations 
comparable to those currently provided on such page of such service, as 
determined by the Administrative Agent from time to time for purposes of 
providing quotations of interest rates applicable to dollar deposits in the 
London interbank market) at approximately 11:00 a.m., London time, two 
Business Days prior to the 

                                     -12-
<PAGE>

commencement of such Interest Period, as the rate for dollar deposits with a 
maturity comparable to such Interest Period.  In the event that such rate is 
not available at such time for any reason, then the "LIBO RATE" with respect 
to such Eurodollar Borrowing for such Interest Period shall be the rate at 
which dollar deposits of $5,000,000 and for a maturity comparable to such 
Interest Period are offered by the principal London office of the 
Administrative Agent in immediately available funds in the London interbank 
market at approximately 11:00 a.m., London time, two Business Days prior to 
the commencement of such Interest Period.

          "LIBOR" means, with respect to any Loan or Borrowing, any Loan or 
Borrowing that bears interest at a rate determined by reference to the 
Adjusted LIBO Rate.

          "LIEN" means, with respect to any asset, (a) any mortgage, deed of 
trust, lien, pledge, hypothecation, encumbrance, charge or security interest 
in, on or of such asset, (b) the interest of a vendor or a lessor under any 
conditional sale agreement, capital lease or title retention agreement (or 
any financing lease having substantially the same economic effect as any of 
the foregoing) relating to such asset and (c) in the case of securities, any 
purchase option, call or similar right of a third party with respect to such 
securities.

          "LOAN DOCUMENTS" means this Agreement, the Guarantee Agreement and 
the Security Documents.

          "LOAN PARTIES" means the Borrower and the Subsidiary Loan Parties.

          "LOANS" means the loans made by the Lenders to the Borrower 
pursuant to this Agreement.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) 
the business, assets, operations, prospects or condition, financial or 
otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the 
ability of any Loan Party to perform any of its obligations under any Loan 
Document or (c) the rights of or benefits available to the Lenders under any 
Loan Document.

          "MATERIAL PLAN" means at any time a Plan or Plans having aggregate 
Unfunded Liabilities in excess of $35,000,000.

          "MATERIAL INDEBTEDNESS" means Indebtedness (other than Indebtedness 
outstanding hereunder), or obligations in respect of one or more Hedging 
Agreements, of any one or more of the Borrower and its Subsidiaries in an 
aggregate principal amount of $10,000,000 or more.

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

          "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in 
Section 4001(a)(3) of ERISA.

          "NET PROCEEDS" means, with respect to any event (a) the cash 

                                     -13-
<PAGE>

proceeds received by the Borrower and the Subsidiaries in respect of such 
event including (i) any cash received in respect of any non-cash proceeds, 
but only as and when received, (ii) in the case of a casualty, insurance 
proceeds, and (iii) in the case of a condemnation or similar event, 
condemnation awards and similar payments, net of (b) the sum of (i) all 
reasonable fees and out-of-pocket expenses paid by the Borrower and the 
Subsidiaries to third parties (other than Affiliates) in connection with such 
event, (ii) in the case of a sale or other disposition of an asset (including 
pursuant to a casualty or condemnation), the amount of all payments required 
to be made by the Borrower and the Subsidiaries as a result of such event to 
repay Indebtedness (other than Loans) secured by such asset or otherwise 
subject to mandatory prepayment as a result of such event, and (iii) the 
amount of all taxes paid (or reasonably estimated to be payable) by the 
Borrower and the Subsidiaries that are directly attributable to such event 
(as determined reasonably and in good faith by the chief financial officer or 
another Financial Officer of the Borrower).

          "NIBO RATE" means, with respect to any Eurodollar Borrowing for any 
Interest Period, the rate (rounded upwards, if necessary, to the next 1/16 of 
1%) equal to the interest rate at which dollar deposits for an amount 
approximately equal to the principal amount of such Borrowing and for a 
seven-day maturity are offered in immediately available funds to the 
Administrative Agent at the Eurodollar lending office where its foreign 
currency and exchange operations are customarily conducted in the 
international interbank market at approximately 10:00 a.m., New York City 
time, two Business Days prior to the commencement of such Interest Period.

          "NIBOR" means, with respect to any Loan or Borrowing, any Loan or 
Borrowing that bears interest at a rate determined by reference to the 
Adjusted NIBO Rate.

          "1989 ESOP" means that portion of the Consolidated Saving Plus and 
Stock Ownership Plan for Fleming Companies, Inc. and its Subsidiaries, 
effective September 1, 1989, entitled "Fleming Stock Ownership Plan", or any 
similar stock ownership plan for the sole benefit of employees of the 
Borrower and its Subsidiaries.

          "1994 CREDIT AGREEMENT" means the $2,200,000,000 Credit Agreement 
dated as of July 19, 1994, as amended, among the Borrower, the several banks 
and financial institutions from time to time party thereto and Morgan 
Guaranty Trust Company of New York.

          "OBLIGATIONS" has the meaning assigned to such term in the Security 
Agreement.

          "OTHER TAXES" means any and all present or future stamp or 
documentary taxes or any other excise or property taxes, charges or similar 
levies arising from any payment made under any Loan Document or from the 
execution, delivery or enforcement of, or otherwise with respect to, any Loan 
Document.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to 
and defined in ERISA and any successor entity performing 

                                     -14-
<PAGE>

similar functions.

          "PERFECTION CERTIFICATE" means a certificate in the form of Annex I 
to the Security Agreement or any other form approved by the Collateral Agent.

          "PERMITTED NOTE FINANCING" means any transaction involving the 
transfer (by way of sale, pledge, or otherwise) by the Borrower or any of its 
Subsidiaries of Financing Notes to any other Person, PROVIDED that after 
giving effect to such transaction the sum of (i) the aggregate uncollected 
balances of Financing Notes so transferred ("Transferred Notes") plus (ii) 
the aggregate amount of all collections on Transferred Notes theretofore 
received by the seller but not yet remitted to the purchaser, in each case at 
the date of determination, would not exceed $500,000,000.

          "PERSON" means any natural person, corporation, limited liability 
company, trust, joint venture, association, company, partnership, 
Governmental Authority or other entity.

          "PLAN"  means any employee pension benefit plan (other than a 
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower 
or any ERISA Affiliate is (or, if such plan were terminated, would under 
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 
3(5) of ERISA.

          "PLEDGE AGREEMENT" means the Pledge Agreement substantially in the 
form of Exhibit E hereto among the Borrower, the applicable Subsidiaries and 
the Collateral Agent acting on behalf of the Secured Parties, as the same may 
be amended, modified or supplemented from time to time in accordance with the 
provisions hereof.

          "PRIME RATE" means the rate of interest per annum publicly 
announced from time to time by The Chase Manhattan Bank as its prime rate in 
effect at its principal office in New York City; each change in the Prime 
Rate shall be effective from and including the date such change is publicly 
announced as being effective.

          "RATINGS" shall refer to the ratings of Moody's and S&P applicable 
to the Borrower's senior secured bank debt.

          "REGISTER" has the meaning set forth in Section 9.04.

          "RELATED PARTIES" means, with respect to any specified Person, such 
Person's Affiliates and the respective directors, officers, employees, agents 
and advisors of such Person and such Person's Affiliates.

          "RENT EXPENSE" means, for any period, the rent expense (net of 
sub-lease income) of the Borrower and its Subsidiaries for such period for 
leases of real and  personal property, determined on a consolidated basis in 
accordance with GAAP (excluding any such expense that is included in Interest 
Expense for such period).

                                     -15-
<PAGE>

          "REQUIRED LENDERS" means, at any time, Lenders having Revolving 
Exposures, Term Loans and unused Commitments representing more than 50% of 
the sum of the total Revolving Exposures, outstanding Term Loans and unused 
Commitments at such time.

          "REVOLVING AVAILABILITY PERIOD" means the period from and including 
the Effective Date to but excluding the earlier of the Revolving Maturity 
Date and the date of termination of the Revolving Commitments.

          "REVOLVING COMMITMENT" means, with respect to each Lender, the 
commitment, if any, of such Lender to make Revolving Loans and to acquire 
participations in Letters of Credit and Swingline Loans hereunder, expressed 
as an amount representing the maximum aggregate amount of such Lender's 
Revolving Exposure hereunder, as such commitment may be (a) reduced from time 
to time pursuant to Section 2.08 and (b) reduced or increased from time to 
time pursuant to assignments by or to such Lender pursuant to Section 9.04.  
The initial amount of each Lender's Revolving Commitment is set forth on 
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such 
Lender shall have assumed its Revolving Commitment, as applicable.  The 
initial aggregate amount of the Lenders' Revolving Commitments is 
$600,000,000.

          "REVOLVING EXPOSURE" means, with respect to any Lender at any time, 
the sum of the outstanding principal amount of such Lender's Revolving Loans 
and its LC Exposure and Swingline Exposure at such time.

          "REVOLVING LENDER" means a Lender with a Revolving Commitment or, 
if the Revolving Commitments have terminated or expired, a Lender with 
Revolving Exposure.

          "REVOLVING LOAN" means a Loan made pursuant to clause (b) of 
Section 2.01.

          "REVOLVING MATURITY DATE" means July 25, 2003.

          "S&P" means Standard & Poor's Rating Group.

          "SECURED PARTIES" shall have the meaning ascribed to such term in 
the Security Agreement.

          "SECURITY AGREEMENT" means the Security Agreement substantially in 
the form of Exhibit F hereto among the Borrower, the applicable Subsidiaries 
and the Collateral Agent acting on behalf of the Secured Parties, as the same 
may be amended, modified or supplemented from time to time in accordance with 
the provisions hereof.

          "SECURITY DOCUMENTS" means the Security Agreement, the Pledge 
Agreement and each other security agreement or other instrument or document 
executed and delivered pursuant to Section 4.01 or 5.08 in satisfaction of 
the Collateral Requirement.

                                     -16-
<PAGE>

          "10-5/8% SENIOR NOTE INDENTURE" means the Indenture dated as of 
December 15, 1994, under which the 10-5/8% Senior Notes were issued.

          "10-5/8% SENIOR NOTES" means the Borrower's 10-5/8% Senior Notes 
due 2001.

          "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal), 
the numerator of which is the number one and the denominator of which is the 
number one minus the aggregate of the maximum reserve percentages (including 
any marginal, special, emergency or supplemental reserves) expressed as a 
decimal established by the Board to which the Administrative Agent is subject 
with respect to the Adjusted LIBO Rate or Adjusted NIBO Rate, for 
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in 
Regulation D of the Board).  Such reserve percentages shall include those 
imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to 
constitute eurocurrency funding and to be subject to such reserve 
requirements without benefit of or credit for proration, exemptions or 
offsets that may be available from time to time to any Lender under such 
Regulation D or any comparable regulation. The Statutory Reserve Rate shall 
be adjusted automatically on and as of the effective date of any change in 
any reserve percentage.

          "SUBORDINATED NOTE DOCUMENTS" means the indentures under which the 
Subordinated Notes are issued and all other instruments, agreements and other 
documents evidencing or governing the Subordinated Notes or providing for any 
Guarantee or other right in respect thereof.

          "SUBORDINATED NOTES" means the Borrower's senior subordinated notes 
due 2004 and 2007.

          "SUBSIDIARY" means, with respect to any Person (the "PARENT") at 
any date, any corporation, limited liability company, partnership, 
association or other entity the accounts of which would be consolidated with 
those of the parent in the parent's consolidated financial statements if such 
financial statements were prepared in accordance with GAAP as of such date, 
as well as any other corporation, limited liability company, partnership, 
association or other entity (a) of which securities or other ownership 
interests representing more than 50% of the equity or more than 50% of the 
ordinary voting power or, in the case of a partnership, more than 50% of the 
general partnership interests are, as of such date, owned, controlled or 
held, or (b) that is, as of such date, otherwise Controlled, by the parent or 
one or more subsidiaries of the parent or by the parent and one or more 
subsidiaries of the parent.

          "SUBSIDIARY" means any subsidiary of the Borrower.

          "SWINGLINE EXPOSURE" means, at any time, the aggregate principal 
amount of all Swingline Loans outstanding at such time. The Swingline 
Exposure of any Lender at any time shall be its Applicable Percentage of the 
total Swingline Exposure at such time.

                                     -17-
<PAGE>

          "SWINGLINE LENDER" means The Chase Manhattan Bank, in its capacity 
as lender of Swingline Loans hereunder.

          "SWINGLINE LOAN" means a Loan made pursuant to Section 2.04.

          "SYNDICATION AGENT" means BancAmerica Securities, Inc., in its 
capacity as syndication agent under this Agreement.

          "TAXES" means any and all present or future taxes, levies, imposts, 
duties, deductions, charges or withholdings imposed by any Governmental 
Authority.

          "TEMPORARY CASH INVESTMENT" means any Investment in (i) direct 
obligations of the United States or any agency thereof, or obligations 
guaranteed by the United States or any agency thereof, (ii) commercial paper 
rated at least A-1 by S&P and P-1 by Moody's, (iii) time deposits with, 
including certificates of deposit issued by, any office located in the United 
States of any bank or trust company which is organized under the laws of the 
United States or any state thereof and has capital, surplus and undivided 
profits aggregating at least $500,000,000, (iv) repurchase agreements with 
respect to securities described in clause (i) above entered into with an 
office of a bank or trust company meeting the criteria specified in clause 
(iii) above, (v) short-term tax exempt bonds rated at least AA- by S&P or AA3 
by Moody's or (vi) shares in a mutual fund, the investment objectives and 
policies of which require it to invest substantially all of its assets in 
short-term tax exempt bonds rated at least AA- by S&P or AA3 by Moody's, 
PROVIDED that in the case of clauses (i) through (v) above such Investment 
matures within one year from the date of acquisition thereof by the Borrower 
or a Subsidiary.

          "TERM LENDER" means a Lender with a Term Loan Commitment or an 
outstanding Term Loan.

          "TERM LOAN" means a Loan made pursuant to clause (a) of Section 
2.01.

          "TERM LOAN COMMITMENT" means, with respect to each Lender, the 
commitment, if any, of such Lender to make a Term Loan hereunder on the 
Effective Date, expressed as an amount representing the maximum principal 
amount of the Term Loan to be made by such Lender hereunder, as such 
commitment may be (a) reduced from time to time pursuant to Section 2.08 and 
(b) reduced or increased from time to time pursuant to assignments by or to 
such Lender pursuant to Section 9.04.  The initial amount of each Lender's 
Term Loan Commitment is set forth on Schedule 2.01, or in the Assignment and 
Acceptance pursuant to which such Lender shall have assumed its Term Loan 
Commitment, as applicable.  The initial aggregate amount of the Lenders' Term 
Loan Commitments is $250,000,000.

          "TERM LOAN MATURITY DATE" means July 25, 2004.

          "TERM LENDER" means a Lender with a Term Loan Commitment or an 
outstanding Term Loan.

                                     -18-
<PAGE>

          "TYPE", when used in reference to any Loan or Borrowing, refers to 
whether the rate of interest on such Loan, or on the Loans comprising such 
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted 
NIBO Rate or the Alternate Base Rate.

          "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, 
the amount (if any) by which (i) the value of all benefit liabilities under 
such Plan, determined on a plan termination basis using the assumptions 
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) 
the fair market value of all Plan assets allocable to such liabilities under 
Title IV of ERISA (excluding any accrued but unpaid contributions), all 
determined as of the then most recent valuation date for such Plan, but only 
to the extent that such excess represents a potential liability of an ERISA 
Affiliate to the PBGC or any other Person under Title IV of ERISA.

          "WHOLLY OWNED SUBSIDIARY" means any Subsidiary all of the shares of 
capital stock or other ownership interests of which (except directors' 
qualifying shares) are at the time directly or indirectly owned by the 
Borrower.

          "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a 
result of a complete or partial withdrawal from such Multiemployer Plan, as 
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02.  CLASSIFICATION OF LOANS AND BORROWINGS. For purposes 
of this Agreement, Loans may be classified and referred to by Class (E.G., a 
"Revolving Loan") or by Type (E.G., a "Eurodollar Loan") or by Class and Type 
(E.G., a "Eurodollar Revolving Loan").  Borrowings also may be classified and 
referred to by Class (E.G., a "Revolving Borrowing") or by Type (E.G., a 
"Eurodollar Borrowing") or by Class and Type (E.G., a "Eurodollar Revolving 
Borrowing").

          SECTION 1.03.  TERMS GENERALLY.  The definitions of terms herein 
shall apply equally to the singular and plural forms of the terms defined.  
Whenever the context may require, any pronoun shall include the corresponding 
masculine, feminine and neuter forms.  The words "include", "includes" and 
"including" shall be deemed to be followed by the phrase "without 
limitation".  The word "will" shall be construed to have the same meaning and 
effect as the word "shall".  Unless the context requires otherwise (a) any 
definition of or reference to any agreement, instrument or other document 
herein shall be construed as referring to such agreement, instrument or other 
document as from time to time amended, supplemented or otherwise modified 
(subject to any restrictions on such amendments, supplements or modifications 
set forth herein), (b) any reference herein to any Person shall be construed 
to include such Person's successors and assigns, (c) the words "herein", 
"hereof" and "hereunder", and words of similar import, shall be construed to 
refer to this Agreement in its entirety and not to any particular provision 
hereof, (d) all references herein to Articles, Sections, Exhibits and 
Schedules shall be construed to refer to Articles and Sections of, and 
Exhibits and Schedules to, this Agreement and (e) the words "asset" and 
"property" 

                                     -19-
<PAGE>

shall be construed to have the same meaning and effect and to refer to any 
and all tangible and intangible assets and properties, including cash, 
securities, accounts and contract rights.

          SECTION 1.04.  ACCOUNTING TERMS; GAAP.  Except as otherwise 
expressly provided herein, all terms of an accounting or financial nature 
shall be construed in accordance with GAAP, as in effect from time to time; 
PROVIDED that, if the Borrower notifies the Administrative Agent that the 
Borrower requests an amendment to any provision hereof to eliminate the 
effect of any change occurring after the date hereof in GAAP or in the 
application thereof on the operation of such provision (or if the 
Administrative Agent notifies the Borrower that the Administrative Agent or 
the Required Lenders request an amendment to any provision hereof for such 
purpose), regardless of whether any such notice is given before or after such 
change in GAAP or in the application thereof, then such provision shall be 
interpreted on the basis of GAAP as in effect and applied immediately before 
such change shall have become effective until such notice shall have been 
withdrawn or such provision amended in accordance herewith.

                                 ARTICLE II

                                THE CREDITS

          SECTION 2.01.  COMMITMENTS.  Subject to the terms and conditions 
set forth herein, each Lender agrees (a) to make a Term Loan or Term Loans to 
the Borrower on the Effective Date in a principal amount equal to its Term 
Loan Commitment and (b) to make Revolving Loans to the Borrower from time to 
time during the Revolving Availability Period in an aggregate principal 
amount up to its Revolving Commitment, subject to the limitation that such 
Lender's Revolving Exposure shall not exceed such Lender's Revolving 
Commitment at any time.  Within the foregoing limits and subject to the terms 
and conditions set forth herein, the Borrower may borrow, prepay and reborrow 
Revolving Loans. Amounts repaid in respect of Term Loans may not be 
reborrowed.

          SECTION 2.02.  LOANS AND BORROWINGS.  (a)  Each Loan (other than a 
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of 
the same Class and Type made by the Lenders ratably in accordance with their 
respective Commitments of the applicable Class.  The failure of any Lender to 
make any Loan required to be made by it shall not relieve any other Lender of 
its obligations hereunder; PROVIDED that the Commitments of the Lenders are 
several and no Lender shall be responsible for any other Lender's failure to 
make Loans as required.

          (b)  Subject to Section 2.14, each Revolving Borrowing and Term 
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the 
Borrower may request in accordance herewith.  Each Swingline Loan shall be an 
ABR Loan.  Each Lender at its option may make any Eurodollar Loan by causing 
any domestic or foreign branch or Affiliate of such Lender to make such Loan; 
PROVIDED that any exercise of such option shall not affect the obligation of 
the Borrower to 

                                     -20-
<PAGE>

repay such Loan in accordance with the terms of this Agreement.

          (c)  At the commencement of each Interest Period for any Eurodollar 
Borrowing, such Borrowing shall be in an aggregate amount that is an integral 
multiple of $1,000,000 and not less than $10,000,000.  At the time that each 
ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate 
amount that is an integral multiple of $1,000,000 and not less than 
$10,000,000; PROVIDED that an ABR Revolving Borrowing may be in an aggregate 
amount that is equal to the entire unused balance of the total Revolving 
Commitments or that is required to finance the reimbursement of an LC 
Disbursement as contemplated by Section 2.05(e).  Each Swingline Loan shall 
be in an amount that is an integral multiple of $100,000 and not less than 
$1,000,000. Borrowings of more than one Type and Class may be outstanding at 
the same time; PROVIDED that there shall not at any time be more than a total 
of 20 Eurodollar Revolving Borrowings and 20 Eurodollar Term Borrowings 
outstanding.

          (d)  Notwithstanding any other provision of this Agreement, the 
Borrower shall not be entitled to request, or to elect to convert or 
continue, any Borrowing if the Interest Period requested with respect thereto 
would end after the Revolving Maturity Date or Term Loan Maturity Date, as 
applicable.

          SECTION 2.03.  REQUESTS FOR BORROWINGS.   To request a Revolving 
Borrowing or Term Borrowing, the Borrower shall notify the Administrative 
Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, 
not later than 12:00 noon, New York City time, three Business Days before the 
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not 
later than 11:00 a.m., New York City time, on the date of the proposed 
Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and 
shall be confirmed promptly by hand delivery or telecopy to the 
Administrative Agent of a written Borrowing Request in a form approved by the 
Administrative Agent and signed by the Borrower.  Each such telephonic and 
written Borrowing Request shall specify the following information in 
compliance with Section 2.02:  

          (i) whether the requested Borrowing is to be a
     Revolving Borrowing or Term Borrowing;

          (ii) the aggregate amount of such Borrowing;

          (iii) the date of such Borrowing, which shall be a
     Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing
     or a Eurodollar Borrowing, and, in the case of a Eurodollar
     Borrowing, whether such Borrowing is to be a LIBOR Borrowing
     or a NIBOR Borrowing;

          (v) in the case of a LIBOR Borrowing, the initial
     Interest Period to be applicable thereto, which shall be a
     period contemplated by the definition of the term "Interest
     Period"; and

                                     -21-
<PAGE>

          (vi) the location and number of the Borrower's account
     to which funds are to be disbursed, which shall comply with
     the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested 
Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with 
respect to any requested LIBOR Revolving Borrowing, then the Borrower shall 
be deemed to have selected an Interest Period of one month's duration.  
Promptly following receipt of a Borrowing Request in accordance with this 
Section, the Administrative Agent shall advise each Lender of the details 
thereof and of the amount of such Lender's Loan to be made as part of the 
requested Borrowing.

          SECTION 2.04.  SWINGLINE LOANS.  (a)  Subject to the terms and 
conditions set forth herein, the Swingline Lender agrees to make Swingline 
Loans to the Borrower from time to time during the Revolving Availability 
Period, in an aggregate principal amount at any time outstanding that will 
not result in (i) the aggregate principal amount of outstanding Swingline 
Loans exceeding $30,000,000 or (ii) the sum of the total Revolving Exposures 
exceeding the total Revolving Commitments; PROVIDED that the Swingline Lender 
shall not be required to make a Swingline Loan to refinance an outstanding 
Swingline Loan. Within the foregoing limits and subject to the terms and 
conditions set forth herein, the Borrower may borrow, prepay and reborrow 
Swingline Loans.

          (b)  To request a Swingline Loan, the Borrower shall notify the 
Administrative Agent of such request by telephone (confirmed by telecopy), 
not later than 1:00 p.m., New York City time, on the day of a proposed 
Swingline Loan.  Each such notice shall be irrevocable and shall specify the 
date (which shall be a Business Day) and amount of the requested Swingline 
Loan.  The Administrative Agent will promptly advise the Swingline Lender of 
any such notice received from the Borrower.  The Swingline Lender shall make 
each Swingline Loan available to the Borrower by means of a credit to the 
general deposit account of the Borrower with the Swingline Lender (or, in the 
case of a Swingline Loan made to finance the reimbursement of an LC 
Disbursement as provided in Section 2.06(e), by remittance to the applicable 
Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such 
Swingline Loan.

          (c)  The Swingline Lender may by written notice given to the 
Administrative Agent not later than 1:00 p.m., New York City time, on any 
Business Day require the Revolving Lenders to acquire participations on such 
Business Day in all or a portion of the Swingline Loans outstanding.  Such 
notice shall specify the aggregate amount of Swingline Loans in which 
Revolving Lenders will participate.  Promptly upon receipt of such notice, 
the Administrative Agent will give notice thereof to each Revolving Lender, 
specifying in such notice such Lender's Applicable Percentage of such 
Swingline Loan or Loans.  Each Revolving Lender hereby absolutely and 
unconditionally agrees, upon receipt of notice as provided above, to pay to 
the Administrative Agent, for the account of the Swingline Lender, such 
Lender's Applicable Percentage of such Swingline Loan or Loans and the 
interest accrued and not yet paid thereon.  Each Revolving Lender 

                                     -22-
<PAGE>

acknowledges and agrees that its obligation to acquire participations in 
Swingline Loans pursuant to this paragraph is absolute and unconditional and 
shall not be affected by any circumstance whatsoever, including the 
occurrence and continuance of a Default or reduction or termination of the 
Commitments, and that each such payment shall be made without any offset, 
abatement, withholding or reduction whatsoever.  Each Revolving Lender shall 
comply with its obligation under this paragraph by wire transfer of 
immediately available funds, in the same manner as provided in Section 2.06 
with respect to Loans made by such Lender (and Section 2.06 shall apply, 
MUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and 
the Administrative Agent shall promptly pay to the Swingline Lender the 
amounts so received by it from the Revolving Lenders. The Administrative 
Agent shall notify the Borrower of any participations in any Swingline Loan 
acquired pursuant to this paragraph, and thereafter payments in respect of 
such Swingline Loan shall be made to the Administrative Agent and not to the 
Swingline Lender.  Any amounts received by the Swingline Lender from the 
Borrower (or other party on behalf of the Borrower) in respect of a Swingline 
Loan after receipt by the Swingline Lender of the proceeds of a sale of 
participations therein shall be promptly remitted to the Administrative 
Agent; any such amounts received by the Administrative Agent shall be 
promptly remitted by the Administrative Agent to the Revolving Lenders that 
shall have made their payments pursuant to this paragraph and to the 
Swingline Lender, as their interests may appear.  The purchase of 
participations in a Swingline Loan pursuant to this paragraph shall not 
relieve the Borrower of any default in the payment thereof.

          SECTION 2.05.  LETTERS OF CREDIT.  (a)  GENERAL. Subject to the 
terms and conditions set forth herein, the Borrower may request the issuance 
of Letters of Credit for its own account, in a form reasonably acceptable to 
the Administrative Agent and the applicable Issuing Banks, at any time and 
from time to time during the Revolving Availability Period.  In the event of 
any inconsistency between the terms and conditions of this Agreement and the 
terms and conditions of any form of letter of credit application or other 
agreement submitted by the Borrower to, or entered into by the Borrower with, 
an Issuing Bank relating to any Letter of Credit, the terms and conditions of 
this Agreement shall control.  All letters of credit issued by Societe 
Generale for the account of the Borrower that are set forth on Schedule 2.05 
shall be deemed for all purposes to be Letters of Credit issued under this 
Agreement.

          (b)  NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN 
CONDITIONS.  To request the issuance of a Letter of Credit (or the amendment, 
renewal or extension of an outstanding Letter of Credit), the Borrower shall 
hand deliver or telecopy (or transmit by electronic communication, if 
arrangements for doing so have been approved by the applicable Issuing Bank) 
to an Issuing Bank and the Administrative Agent (reasonably in advance of the 
requested date of issuance, amendment, renewal or extension) a notice 
requesting the issuance of a Letter of Credit, or identifying the Letter of 
Credit to be amended, renewed or extended, and specifying the date of 
issuance, amendment, renewal or extension (which shall be a Business Day), 
the 

                                     -23-
<PAGE>

date on which such Letter of Credit is to expire (which shall comply with 
paragraph (c) of this Section), the amount of such Letter of Credit, the name 
and address of the beneficiary thereof and such other information as shall be 
necessary to prepare, amend, renew or extend such Letter of Credit.  If 
requested by such Issuing Bank, the Borrower also shall submit a letter of 
credit application on such Issuing Bank's standard form in connection with 
any request for a Letter of Credit.  A Letter of Credit shall be issued, 
amended, renewed or extended only if (and upon issuance, amendment, renewal 
or extension of each Letter of Credit the Borrower shall be deemed to 
represent and warrant that), after giving effect to such issuance, amendment, 
renewal or extension (i) the LC Exposure shall not exceed $300,000,000 and 
(ii) the total Revolving Exposures shall not exceed the total Revolving 
Commitments.

          (c)  EXPIRATION DATE.  Each Letter of Credit shall expire at or 
prior to the close of business on the earlier of (i) the date one year after 
the date of the issuance of such Letter of Credit (or, in the case of any 
renewal or extension thereof, one year after such renewal or extension) and 
(ii) the date that is 10 Business Days prior to the Revolving Maturity Date.

          (d)  PARTICIPATIONS.  By the issuance of a Letter of Credit (or an 
amendment to a Letter of Credit increasing the amount thereof) and without 
any further action on the part of the applicable Issuing Bank or the Lenders, 
the applicable Issuing Bank hereby grants to each Revolving Lender, and each 
Revolving Lender hereby acquires from the applicable Issuing Bank, a 
participation in such Letter of Credit equal to such Lender's Applicable 
Percentage from time to time of the aggregate amount available to be drawn 
under such Letter of Credit.  In consideration and in furtherance of the 
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees 
to pay to the Administrative Agent, for the account of the applicable Issuing 
Bank, such Lender's Applicable Percentage of each LC Disbursement made by the 
applicable Issuing Bank and not reimbursed by the Borrower on the date due as 
provided in paragraph (e) of this Section, or of any reimbursement payment 
required to be refunded to the Borrower for any reason.  Each Lender 
acknowledges and agrees that its obligation to acquire participations 
pursuant to this paragraph in respect of Letters of Credit is absolute and 
unconditional and shall not be affected by any circumstance whatsoever, 
including any amendment, renewal or extension of any Letter of Credit or the 
occurrence and continuance of a Default or reduction or termination of the 
Commitments, and that each such payment shall be made without any offset, 
abatement, withholding or reduction whatsoever.

          (e)  REIMBURSEMENT.  If the applicable Issuing Bank shall make any 
LC Disbursement in respect of a Letter of Credit, the Borrower shall 
reimburse such LC Disbursement by paying to the Administrative Agent an 
amount equal to such LC Disbursement not later than 12:00 noon, New York City 
time, on the date that such LC Disbursement is made, if the Borrower shall 
have received notice of such LC Disbursement prior to 10:00 a.m., New York 
City time, on such date, or, if such notice has not been received by the 
Borrower prior to such time on such date, then not later than 12:00 noon, New 
York 

                                     -24-
<PAGE>

City time, on the Business Day immediately following the day that the 
Borrower receives such notice; PROVIDED that the Borrower may, subject to the 
conditions to borrowing set forth herein, request in accordance with Section 
2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or 
Swingline Loan in an equivalent amount and, to the extent so financed, the 
Borrower's obligation to make such payment shall be discharged and replaced 
by the resulting ABR Revolving Borrowing or Swingline Loan.  If the Borrower 
fails to make such payment when due, the Administrative Agent shall notify 
each Revolving Lender of the applicable LC Disbursement, the payment then due 
from the Borrower in respect thereof and such Lender's Applicable Percentage 
thereof.  Promptly following receipt of such notice, each Revolving Lender 
shall pay to the Administrative Agent its Applicable Percentage of the 
payment then due from the Borrower, in the same manner as provided in Section 
2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, 
MUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and 
the Administrative Agent shall promptly pay to the applicable Issuing Bank 
the amounts so received by it from the Revolving Lenders.  Promptly following 
receipt by the Administrative Agent of any payment from the Borrower pursuant 
to this paragraph, the Administrative Agent shall distribute such payment to 
the applicable Issuing Bank or, to the extent that Revolving Lenders have 
made payments pursuant to this paragraph to reimburse such Issuing Bank, then 
to such Lenders and such Issuing Bank as their interests may appear.  Any 
payment made by a Revolving Lender pursuant to this paragraph to reimburse 
the applicable Issuing Bank for any LC Disbursement (other than the funding 
of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not 
constitute a Loan and shall not relieve the Borrower of its obligation to 
reimburse such LC Disbursement.



                                     -25-

<PAGE>

          (f)  OBLIGATIONS ABSOLUTE.  The Borrower's obligation to reimburse 
LC Disbursements as provided in paragraph (e) of this Section shall be 
absolute, unconditional and irrevocable, and shall be performed strictly in 
accordance with the terms of this Agreement under any and all circumstances 
whatsoever and irrespective of (i) any lack of validity or enforceability of 
any Letter of Credit or this Agreement, or any term or provision therein, 
(ii) any draft or other document presented under a Letter of Credit proving 
to be forged, fraudulent or invalid in any respect or any statement therein 
being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank 
under a Letter of Credit against presentation of a draft or other document 
that does not comply with the terms of such Letter of Credit, or (iv) any 
other event or circumstance whatsoever, whether or not similar to any of the 
foregoing, that might, but for the provisions of this Section, constitute a 
legal or equitable discharge of, or provide a right of setoff against, the 
Borrower's obligations hereunder.  Neither the Administrative Agent, the 
Lenders nor the Issuing Banks, nor any of their Related Parties, shall have 
any liability or responsibility by reason of or in connection with the 
issuance or transfer of any Letter of Credit or any payment or failure to 
make any payment thereunder (irrespective of any of the circumstances 
referred to in the preceding sentence), or any error, omission, interruption, 
loss or delay in transmission or delivery of any draft, notice or other 
communication under or relating to any Letter of Credit (including any 
document required to make a drawing thereunder), any error in interpretation 
of technical terms or any consequence arising from causes beyond the control 
of the Issuing Banks; provided that the foregoing shall not be construed to 
excuse the Issuing Banks from liability to the Borrower to the extent of any 
direct damages (as opposed to consequential damages, claims in respect of 
which are hereby waived by the Borrower to the extent permitted by applicable 
law) suffered by the Borrower that are caused by any Issuing Bank's failure 
to exercise care when determining whether drafts and other documents 
presented under a Letter of Credit comply with the terms thereof.  The 
parties hereto expressly agree that, in the absence of gross negligence or 
wilful misconduct on the part of any Issuing Bank, the applicable Issuing 
Bank shall be deemed to have exercised care in each such determination.  In 
furtherance of the foregoing and without limiting the generality thereof, the 
parties agree that, with respect to documents presented which appear on their 
face to be in substantial compliance with the terms of a Letter of Credit, 
the applicable Issuing Bank may, in its sole discretion, either accept and 
make payment upon such documents without responsibility for further 
investigation, regardless of any notice or information to the contrary, or 
refuse to accept and make payment upon such documents if such documents are 
not in strict compliance with the terms of such Letter of Credit.

          (g)  DISBURSEMENT PROCEDURES.  The applicable Issuing Bank shall, 
promptly following its receipt thereof, examine all documents purporting to 
represent a demand for payment under a Letter of Credit.  The applicable 
Issuing Bank shall promptly notify the Administrative Agent and the Borrower 
by telephone (confirmed by telecopy) of such demand for payment and whether 
such Issuing Bank has made or will make an LC Disbursement thereunder; 
PROVIDED that any failure to give or 

                              -26-
<PAGE>

delay in giving such notice shall not relieve the Borrower of its obligation 
to reimburse such Issuing Bank and the Revolving Lenders with respect to any 
such LC Disbursement.

          (h)  INTERIM INTEREST.  If any Issuing Bank shall make any LC 
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement 
in full on the date such LC Disbursement is made, the unpaid amount thereof 
shall bear interest, for each day from and including the date such LC 
Disbursement is made to but excluding the date that the Borrower reimburses 
such LC Disbursement, at the rate per annum then applicable to ABR Revolving 
Loans; PROVIDED that, if the Borrower fails to reimburse such LC Disbursement 
when due pursuant to paragraph (e) of this Section, then Section 2.13(c) 
shall apply.  Interest accrued pursuant to this paragraph shall be for the 
account of the applicable Issuing Bank, except that interest accrued on and 
after the date of payment by any Revolving Lender pursuant to paragraph (e) 
of this Section to reimburse the applicable Issuing Bank shall be for the 
account of such Lender to the extent of such payment.

          (i)  REPLACEMENT OF AN ISSUING BANK.  An Issuing Bank may be 
replaced at any time by written agreement among the Borrower, the 
Administrative Agent, the replaced Issuing Bank and the successor Issuing 
Bank.  The Administrative Agent shall notify the Lenders of any such 
replacement of an Issuing Bank. At the time any such replacement shall become 
effective, the Borrower shall pay all unpaid fees accrued for the account of 
the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the 
effective date of any such replacement, (i) the successor Issuing Bank shall 
have all the rights and obligations of the replaced Issuing Bank under this 
Agreement with respect to Letters of Credit to be issued thereafter and (ii) 
references herein to the term "Issuing Bank" shall be deemed to include such 
successor or any previous Issuing Bank, or such successor and all previous 
Issuing Banks, as the context shall require.  After the replacement of an 
Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 
and shall continue to have all the rights and obligations of an Issuing Bank 
under this Agreement with respect to Letters of Credit issued by it prior to 
such replacement, but shall not be required to issue additional Letters of 
Credit.

          (j)  CASH COLLATERALIZATION.  If any Event of Default shall occur 
and be continuing, on the Business Day that the Borrower receives notice from 
the Administrative Agent or the Required Lenders (or, if the maturity of the 
Loans has been accelerated, Revolving Lenders with LC Exposures representing 
greater than 50% of the total LC Exposure) demanding the deposit of cash 
collateral pursuant to this paragraph, the Borrower shall deposit in an 
account with the Administrative Agent, in the name of the Administrative 
Agent and for the benefit of the Lenders, an amount in cash up to 100% of the 
LC Exposure (as requested by the Administrative Agent or relevant Lenders, as 
the case may be) as of such date plus any accrued and unpaid interest 
thereon; PROVIDED that the obligation to deposit such cash collateral shall 
become effective immediately, and such deposit shall become immediately due 
and payable, without demand or other notice of any kind, upon the occurrence 
of any Event of Default with respect to the Borrower described in clause (h) 
or (i) of Article VII.  

                            -27-
<PAGE>

Each such deposit shall be held by the Administrative Agent as collateral for 
the payment and performance of the obligations of the Borrower under this 
Agreement.  The Administrative Agent shall have exclusive dominion and 
control, including the exclusive right of withdrawal, over such account.  
Other than any interest earned on the investment of such deposits, which 
investments shall be made at the discretion of the Administrative Agent and 
at the Borrower's risk and expense, such deposits shall not bear interest.  
Interest or profits, if any, on such investments shall accumulate in such 
account.  Moneys in such account shall be applied by the Administrative Agent 
to reimburse the applicable Issuing Bank for LC Disbursements for which it 
has not been reimbursed and, to the extent not so applied, shall be held for 
the satisfaction of the reimbursement obligations of the Borrower for the LC 
Exposure at such time or, if the maturity of the Loans has been accelerated 
(but subject to the consent of Revolving Lenders with LC Exposure 
representing greater than 50% of the total LC Exposure), be applied to 
satisfy other obligations of the Borrower under this Agreement.  If the 
Borrower is required to provide an amount of cash collateral hereunder as a 
result of the occurrence of an Event of Default, such amount (to the extent 
not applied as aforesaid) shall be returned to the Borrower within three 
Business Days after all Events of Default have been cured or waived.

          SECTION 2.06.  FUNDING OF BORROWINGS.  (a)  Each Lender shall make 
each Loan (other than any Swingline Loan) to be made by it hereunder on the 
proposed date thereof by wire transfer of immediately available funds by 
12:30 p.m., New York City time, to the account of the Administrative Agent 
most recently designated by it for such purpose by notice to the Lenders; 
PROVIDED that Swingline Loans shall be made as provided in Section 2.04.  The 
Administrative Agent will make such Loans available to the Borrower by 
promptly crediting the amounts so received, in like funds, to an account of 
the Borrower maintained with the Administrative Agent in New York City and 
designated by the Borrower in the applicable Borrowing Request; PROVIDED that 
ABR Revolving Loans made to finance the reimbursement of an LC Disbursement 
as provided in Section 2.05(e) shall be remitted by the Administrative Agent 
to the applicable Issuing Bank.

          (b)  Unless the Administrative Agent shall have received notice 
from a Lender prior to the proposed date of any Borrowing that such Lender 
will not make available to the Administrative Agent such Lender's share of 
such Borrowing, the Administrative Agent may assume that such Lender has made 
such share available on such date in accordance with paragraph (a) of this 
Section and may, in reliance upon such assumption, make available to the 
Borrower a corresponding amount.  In such event, if a Lender has not in fact 
made its share of the applicable Borrowing available to the Administrative 
Agent, then the applicable Lender and the Borrower severally agree to pay to 
the Administrative Agent forthwith on demand such corresponding amount with 
interest thereon, for each day from and including the date such amount is 
made available to the Borrower to but excluding the date of payment to the 
Administrative Agent, at (i) in the case of such Lender, the greater of the 
Federal Funds Effective Rate and a rate determined by the Administrative 
Agent in accordance with banking industry rules on interbank compensation or 
(ii) in the case of the 

                              -28-
<PAGE>

Borrower, the interest rate applicable to ABR Loans.  If such Lender pays 
such amount to the Administrative Agent, then such amount shall constitute 
such Lender's Loan included in such Borrowing.

          SECTION 2.07.  INTEREST ELECTIONS.  (a)  Each Revolving Borrowing 
and Term Borrowing initially shall be of the Type specified in the applicable 
Borrowing Request and, in the case of a LIBOR Borrowing, shall have an 
initial Interest Period as specified in such Borrowing Request.  Thereafter, 
the Borrower may elect to convert such Borrowing to a different Type or to 
continue such Borrowing and, in the case of a LIBOR Borrowing, may elect 
Interest Periods therefor, all as provided in this Section.  The Borrower may 
elect different options with respect to different portions of the affected 
Borrowing, in which case each such portion shall be allocated ratably among 
the Lenders holding the Loans comprising such Borrowing, and the Loans 
comprising each such portion shall be considered a separate Borrowing.  This 
Section shall not apply to Swingline Borrowings, which may not be converted 
or continued.

          (b)  To make an election pursuant to this Section, the Borrower 
shall notify the Administrative Agent of such election by telephone by the 
time that a Borrowing Request would be required under Section 2.03 if the 
Borrower were requesting a Revolving Borrowing of the Type resulting from 
such election to be made on the effective date of such election.  Each such 
telephonic Interest Election Request shall be irrevocable and shall be 
confirmed promptly by hand delivery or telecopy to the Administrative Agent 
of a written Interest Election Request in a form approved by the 
Administrative Agent and signed by the Borrower.

          (c)  Each telephonic and written Interest Election Request shall 
specify the following information, which shall be consistent with the 
requirements of Section 2.02 and paragraph (f) of this Section:

          (i) the Borrowing to which such Interest Election Request applies 
     and, if different options are being elected with respect to different 
     portions thereof, the portions thereof to be allocated to each resulting 
     Borrowing (in which case the information to be specified pursuant to
     clauses (iii) and (iv) below shall be specified for each resulting 
     Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing, a 
     LIBOR Borrowing or a NIBOR Borrowing; and

          (iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest 
     Period to be applicable thereto after giving effect to such election, which
     shall be a period contemplated by the definition of the term "Interest
     Period".

If any such Interest Election Request requests a LIBOR Borrowing but does not 
specify an Interest Period, then the Borrower shall be deemed 

                               -29-
<PAGE>

to have selected an Interest Period of one month's duration.

          (d)  Promptly following receipt of an Interest Election Request, 
the Administrative Agent shall advise each Lender of the details thereof and 
of such Lender's portion of each resulting Borrowing.

          (e)  If the Borrower fails to deliver a timely Interest Election 
Request with respect to a Eurodollar Borrowing prior to the end of the 
Interest Period applicable thereto, then, unless such Borrowing is repaid as 
provided herein, at the end of such Interest Period such Borrowing shall be 
converted to an ABR Borrowing.  Notwithstanding any contrary provision 
hereof, if an Event of Default has occurred and is continuing and the 
Administrative Agent, at the request of the Required Lenders, so notifies the 
Borrower, then, so long as an Event of Default is continuing (i) no 
outstanding Borrowing may be converted to or continued as a Eurodollar 
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be 
converted to an ABR Borrowing at the end of the Interest Period applicable 
thereto.

          (f)  A Borrowing of any Class may not be converted to or continued 
as a Eurodollar Borrowing if after giving effect thereto (i) the Interest 
Period therefor would commence before and end after a date on which any 
principal of the Loans of such Class is scheduled to be repaid and (ii) the 
sum of the aggregate principal amount of outstanding Eurodollar Borrowings of 
such Class with Interest Periods ending on or prior to such scheduled 
repayment date plus the aggregate principal amount of outstanding ABR 
Borrowings of such Class would be less than the aggregate principal amount of 
Loans of such Class required to be repaid on such scheduled repayment date.

          SECTION 2.08.  TERMINATION AND REDUCTION OF COMMITMENTS.  (a)  
Unless previously terminated, (i) the Term Loan Commitments shall terminate 
at 5:00 p.m., New York City time, on the Effective Date,(ii) the Revolving 
Commitments shall terminate on the Revolving Maturity Date and (iii) all the 
Commitments shall terminate if the initial borrowing hereunder shall not have 
occurred by September 15, 1997.

          (b)  The Borrower may at any time terminate, or from time to time 
reduce, the Commitments of any Class; PROVIDED that (i) each reduction of the 
Commitments of any Class shall be in an amount that is an integral multiple 
of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not 
terminate or reduce the Revolving Commitments if, after giving effect to any 
concurrent prepayment of the Revolving Loans in accordance with Section 2.11, 
the sum of the Revolving Exposures would exceed the total Revolving 
Commitments.

          (c)  The Borrower shall notify the Administrative Agent of any 
election to terminate or reduce the Commitments under paragraph (b) of this 
Section at least three Business Days prior to the effective date of such 
termination or reduction, specifying such election and the effective date 
thereof. Promptly following receipt of any notice, the Administrative Agent 
shall advise the Lenders of the contents thereof.  Each notice delivered by 
the Borrower pursuant to this Section shall be irrevocable; PROVIDED that a 
notice of 

                             -30-
<PAGE>

termination of the Revolving Commitments delivered by the Borrower may state 
that such notice is conditioned upon the effectiveness of other credit 
facilities, in which case such notice may be revoked by the Borrower (by 
notice to the Administrative Agent on or prior to the specified effective 
date) if such condition is not satisfied. Any termination or reduction of the 
Commitments of any Class shall be permanent.  Each reduction of the 
Commitments of any Class shall be made ratably among the Lenders in 
accordance with their respective Commitments of such Class.

          SECTION 2.09.  REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a)  The 
Borrower hereby unconditionally promises to pay (i) to the Administrative 
Agent for the account of each Lender the then unpaid principal amount of each 
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the 
Administrative Agent for the account of each Lender the then unpaid principal 
amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) 
to the Swingline Lender the then unpaid principal amount of each Swingline 
Loan on the seventh Business Day after the date on which such Swingline Loan 
is made.

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

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

          (d)  The entries made in the accounts maintained pursuant to 
paragraph (b) or (c) of this Section shall be PRIMA FACIE evidence of the 
existence and amounts of the obligations recorded therein; PROVIDED that the 
failure of any Lender or the Administrative Agent to maintain such accounts 
or any error therein shall not in any manner affect the obligation of the 
Borrower to repay the Loans in accordance with the terms of this Agreement.

          (e)  Any Lender may request that Loans of any Class made by it be 
evidenced by a promissory note.  In such event, the Borrower shall prepare, 
execute and deliver to such Lender a promissory note payable to the order of 
such Lender (or, if requested by such Lender, to such Lender and its 
registered assigns) and in a form approved by the Administrative Agent. 
Thereafter, the Loans evidenced by such promissory note and interest thereon 
shall at all times (including after assignment pursuant to Section 9.04) be 
represented by one or more promissory notes in such form payable to the order 
of the payee named therein (or, if such promissory note is a registered note, 
to such payee and its registered assigns).

                              -31-
<PAGE>

          SECTION 2.10.  AMORTIZATION OF TERM LOANS.  (a) Subject to 
adjustment pursuant to paragraph (c) of this Section, the Borrower shall 
repay Term Borrowings on each date set forth below in the aggregate principal 
amount set forth opposite such date:

                    Date                     Amount
                    ----                     ------
             December 31, 1997             $6,250,000
             March 31, 1998                $6,250,000
             June 30, 1998                 $6,250,000
             September 30, 1998            $6,250,000
             December 31, 1998             $6,250,000
             March 31, 1999                $6,250,000
             June 30, 1999                 $6,250,000
             September 30, 1999            $6,250,000
             December 31, 1999             $8,750,000
             March 31, 2000                $8,750,000
             June 30, 2000                 $8,750,000
             September 30, 2000            $8,750,000
             December 31, 2000             $8,750,000
             March 31, 2001                $8,750,000
             June 30, 2001                 $8,750,000
             September 30, 2001            $8,750,000
             December 31, 2001            $10,000,000
             March 31, 2002               $10,000,000
             June 30, 2002                $10,000,000
             September 30, 2002           $10,000,000
             December 31, 2002            $10,000,000
             March 31, 2003               $10,000,000
             June 30, 2003                $10,000,000
             September 30, 2003           $10,000,000
             December 31, 2003            $12,500,000
             March 31, 2004               $12,500,000
             June 30, 2004                $12,500,000
             July 25, 2004                $12,500,000

                                   -32-
<PAGE>

          (b)  To the extent not previously paid, all Term Loans shall be due 
and payable on the Term Loan Maturity Date.

          (c)  If the initial aggregate amount of the Lenders' Term Loan 
Commitments exceeds the aggregate principal amount of Term Loans that are 
made on the Effective Date, then the scheduled repayments of Term Borrowings 
to be made pursuant to this Section shall be reduced ratably by an aggregate 
amount equal to such excess.  Any prepayment of a Term Borrowing shall be 
applied ratably to reduce the subsequent scheduled repayments of the Term 
Borrowings to be made pursuant to this Section.

          (d)  Prior to any repayment or prepayment of any Term Borrowings 
hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid 
and shall notify the Administrative Agent by telephone (confirmed by 
telecopy) of such selection not later than 12:00 noon, New York City time, 
three Business Days before the scheduled date of such repayment or 
prepayment.  Each repayment or prepayment of a Borrowing shall be applied 
ratably to the Loans included in the repaid Borrowing.  Repayments or 
prepayments of Term Borrowings shall be accompanied by accrued interest on 
the amount repaid or prepaid.

          SECTION 2.11.  PREPAYMENT OF LOANS.  (a)  The Borrower shall have 
the right at any time and from time to time to prepay any Borrowing in whole 
or in part, subject to the requirements of this Section.

                                 -33-
<PAGE>

          (b)  In the event and on each occasion that any Net Proceeds are 
received by or on behalf of the Borrower or any Subsidiary in respect of any 
Asset Disposition, the Borrower shall, within 10 Business Days after such Net 
Proceeds are received, prepay Term Borrowings in an aggregate amount equal to 
50% of such Net Proceeds; PROVIDED that the Borrower shall not be subject to 
such prepayment obligation to the extent that (i) within such period of 10 
Business Days the Borrower applies such Net Proceeds to prepay, repurchase 
and retire, or redeem (A) 10-5/8% Senior Notes, (B) other senior term 
Indebtedness that is not Later Maturing Indebtedness or (C) Indebtedness 
incurred in compliance with Section 6.03(a)(xiv) that refinances such Notes 
or such senior term Indebtedness, in each case that is owed to Persons other 
than the Borrower or any Subsidiary and is permitted to be prepaid, 
repurchased or redeemed under Section 6.03(b), (ii) within such period of 10 
Business Days the Borrower gives irrevocable notice of the prepayment or 
redemption of Indebtedness referred to in the preceding clause (i) at the 
earliest permissible date pursuant to the indenture or other instrument 
governing such Indebtedness, or notifies the Administrative Agent of its 
intent within 30 days to commence a tender offer for, or market purchases of, 
such Indebtedness, and, pending the prepayment, redemption or purchase of 
such Indebtedness, either (x) deposits such Net Proceeds with a trustee for 
such Indebtedness or with the Administrative Agent (which shall invest such 
Net Proceeds in Temporary Cash Investments if and as instructed by the 
Borrower), in either case on terms reasonably satisfactory to the 
Administrative Agent, or (y) applies such Net Proceeds to prepay Revolving 
Loans (in which case an amount of the Revolving Commitments equal to the 
amount of such prepayment shall be held available on the terms and conditions 
of this Agreement for borrowing at the time funds are required to effect such 
repayment, redemption or purchase and shall not be available for any other 
purpose until such prepayment, redemption or purchase has been effected), or 
(iii) within such period of 10 Business Days the Borrower notifies the 
Administrative Agent that it intends to reinvest such Net Proceeds in capital 
assets within 12 months after the receipt thereof, and within such 12 month 
period the Borrower delivers to the Administrative Agent a notice certifying 
that such Net Proceeds have in fact been so invested.  If the Borrower gives 
a notice pursuant to clause (ii) above and later determines that it is not 
practical or not advisable to complete the repayment, redemption or purchase 
contemplated by such notice, the Borrower may give a notice pursuant to 
clause (iii) above.  If the Borrower gives a notice pursuant to clause (ii) 
above and Indebtedness is not prepaid, redeemed or repurchased within 120 
days of such notice (and a notice pursuant to the preceding sentence is not 
given), or if the Borrower gives a notice pursuant to clause (iii) above and 
Net Proceeds are not reinvested within the 12-month period referred to in 
such clause, the Borrower shall forthwith apply the relevant Net Proceeds to 
prepay Term Borrowings.

                              -34-
<PAGE>

          (c) In the event and on each occasion that any Net Proceeds are 
received by or on behalf of the Borrower or any Subsidiary in respect of any 
incurrence of Indebtedness under Section 6.03(a)(iii), (iv) or (v), the 
Borrower shall, within 10 Business Days after such Net Proceeds are received, 
prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; 
PROVIDED that the Borrower shall not be subject to such prepayment obligation 
to the extent that (i) within such period of 10 Business Days, the Net 
Proceeds of such debt financing are applied to prepay, repurchase and retire, 
or redeem (A) 10-5/8% Senior Notes, (B) other senior term Indebtedness that 
is not Later Maturing Indebtedness or (C) Indebtedness incurred in compliance 
with Section 6.03(a)(xiv) that refinances such Notes or such senior term 
Indebtedness, in each case that is owed to Persons other than the Borrower or 
any Subsidiary and is permitted to be prepaid, repurchased or redeemed under 
Section 6.03(b), or (ii) within such period of 10 Business Days the Borrower 
gives irrevocable notice of the prepayment or redemption of Indebtedness 
referred to in the preceding clause (i) at the earliest permissible date 
pursuant to the indenture or other instrument governing such Indebtedness, or 
notifies the Administrative Agent of its intent within 30 days to commence a 
tender offer for, or market purchases of, such Indebtedness, and, pending the 
prepayment, redemption or purchase of such Indebtedness, either (x) deposits 
such Net Proceeds with a trustee for such Indebtedness or with the 
Administrative Agent (which shall invest such Net Proceeds in Temporary Cash 
Investments if and as instructed by the Borrower), in either case on terms 
reasonably satisfactory to the Administrative Agent, or (y) applies such Net 
Proceeds to prepay Revolving Loans (in which case an amount of the Revolving 
Commitments equal to the amount of such prepayment shall be held available on 
the terms and conditions of this Agreement for borrowing at the time funds 
are required to effect such repayment, redemption or purchase and shall not 
be available for any other purpose until such prepayment, redemption or 
purchase has been effected).  If the Borrower gives a notice pursuant to 
clause (ii) above and Indebtedness is not prepaid, redeemed or repurchased 
within 120 days, the Borrower shall forthwith apply the relevant Net Proceeds 
to prepay Term Borrowings.

          (d)  Prior to any optional or mandatory prepayment of Borrowings 
hereunder, the Borrower shall select the Borrowing or Borrowings to be 
prepaid and shall specify such selection in the notice of such prepayment 
pursuant to paragraph (e) of this Section.

                                -35-
<PAGE>

          (e)  The Borrower shall notify the Administrative Agent (and, in 
the case of prepayment of a Swingline Loan, the Swingline Lender) by 
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case 
of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon, 
New York City time, three Business Days before the date of prepayment, (ii) 
in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 
a.m., New York City time, on the date of prepayment or (iii) in the case of 
prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, 
on the date of prepayment.  Each such notice shall be irrevocable and shall 
specify the prepayment date, the principal amount of each Borrowing or 
portion thereof to be prepaid and, in the case of a mandatory prepayment 
required by reason of any Asset Disposition or series of related Asset 
Dispositions for Net Proceeds in excess of $25,000,000, a reasonably detailed 
calculation of the amount of such prepayment; PROVIDED that, if a notice of 
optional prepayment is given in connection with a conditional notice of 
termination of the Revolving Commitments as contemplated by Section 2.08, 
then such notice of prepayment may be revoked if such notice of termination 
is revoked in accordance with Section 2.08.  Promptly following receipt of 
any such notice (other than a notice relating solely to Swingline Loans), the 
Administrative Agent shall advise the Lenders of the contents thereof.  Each 
partial prepayment of any Borrowing shall be in an amount that would be 
permitted in the case of an advance of a Borrowing of the same Type as 
provided in Section 2.02, except as necessary to apply fully the required 
amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be 
applied ratably to the Loans included in the prepaid Borrowing. Prepayments 
shall be accompanied by accrued interest to the extent required by Section 
2.13.

          SECTION 2.12.  FEES.  (a)  The Borrower agrees to pay to the 
Administrative Agent for the account of each Lender a commitment fee, which 
shall accrue at the Applicable Rate on the average daily unused amount of 
each Commitment of such Lender during the period from and including the date 
hereof to but excluding the date on which such Commitment terminates.  
Accrued commitment fees shall be payable in arrears (i) in the case of 
commitment fees in respect of the Revolving Commitments, on the last day of 
March, June, September and December of each year and on the date on which the 
Revolving Commitments terminate, commencing on the first such date to occur 
after the date hereof, and (ii) in the case of commitment fees in respect of 
the Term Loan Commitments, on the Effective Date or any earlier date on which 
such Commitments terminate.  All commitment fees shall be computed on the 
basis of a year of 365 or 366 days, as the case may be, and shall be payable 
for the actual number of days elapsed (including the first day but excluding 
the last day). For purposes of determining the unused portion of the 
Revolving Commitments, the Revolving Commitment of a Lender shall be deemed 
to be used to the extent of the outstanding Revolving Loans and LC Exposure 
of such Lender (and the Swingline Exposure of such Lender shall be 
disregarded for such purpose).

                               -36-
<PAGE>

          (b)  The Borrower agrees to pay (i) to the Administrative Agent for 
the account of each Revolving Lender a participation fee with respect to its 
participations in Letters of Credit, which shall accrue at the same 
Applicable Rate as interest on Eurodollar Revolving Loans on the average 
daily amount of such Lender's LC Exposure (excluding any portion thereof 
attributable to unreimbursed LC Disbursements) during the period from and 
including the Effective Date to but excluding the later of the date on which 
such Lender's Revolving Commitment terminates and the date on which such 
Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a 
fronting fee, which shall accrue at the rate or rates per annum separately 
agreed upon between the Borrower and such Issuing Bank on the average daily 
amount of the LC Exposure (excluding any portion thereof attributable to 
unreimbursed LC Disbursements) during the period from and including the 
Effective Date to but excluding the later of the date of termination of the 
Revolving Commitments and the date on which there ceases to be any LC 
Exposure, as well as the applicable Issuing Bank's standard fees with respect 
to the issuance, amendment, renewal or extension of any Letter of Credit or 
processing of drawings thereunder.  Participation fees and fronting fees 
accrued through and including the last day of March, June, September and 
December of each year shall be payable on the third Business Day following 
such last day, commencing on the first such date to occur after the Effective 
Date; PROVIDED that all such fees shall be payable on the date on which the 
Revolving Commitments terminate and any such fees accruing after the date on 
which the Revolving Commitments terminate shall be payable on demand.  Any 
other fees payable to an Issuing Bank pursuant to this paragraph shall be 
payable within five days after demand.  All participation fees and fronting 
fees shall be computed on the basis of a year of 365 or 366 days, as the case 
may be, and shall be payable for the actual number of days elapsed (including 
the first day but excluding the last day).

          (c)  The Borrower agrees to pay to the Administrative Agent, for 
its own account, fees payable in the amounts and at the times separately 
agreed upon between the Borrower and the Administrative Agent.

          (d)  All fees payable hereunder shall be paid on the dates due, in 
immediately available funds, to the Administrative Agent (or to each Issuing 
Bank, in the case of fees payable to it) for distribution, in the case of 
commitment fees and participation fees, to the Lenders entitled thereto.  
Fees paid shall not be refundable.

          SECTION 2.13.  INTEREST.  (a)  The Loans comprising each ABR 
Borrowing (including each Swingline Loan) shall bear interest at the 
Alternate Base Rate plus the Applicable Rate.

          (b)  The Loans comprising each Eurodollar Borrowing shall bear 
interest at the Adjusted LIBO Rate or Adjusted NIBO Rate, as the case may be, 
for the Interest Period in effect for such Borrowing plus the Applicable Rate.

                              -37-
<PAGE>

          (c)  Notwithstanding the foregoing, if any principal of or interest 
on any Loan or any fee or other amount payable by the Borrower hereunder is 
not paid when due, whether at stated maturity, upon acceleration or 
otherwise, such overdue amount shall bear interest, after as well as before 
judgment, at a rate per annum equal to (i) in the case of overdue principal 
of any Loan, 1% plus the rate otherwise applicable to such Loan as provided 
in the preceding paragraphs of this Section or (ii) in the case of any other 
amount, 1% plus the rate applicable to ABR Revolving Loans as provided in 
paragraph (a) of this Section.

          (d)  Accrued interest on each Loan shall be payable in arrears on 
each Interest Payment Date for such Loan and, in the case of Revolving Loans, 
upon termination of the Revolving Commitments; PROVIDED that (i) interest 
accrued pursuant to paragraph (c) of this Section shall be payable on demand, 
(ii) in the event of any repayment or prepayment of any Loan (other than a 
prepayment of an ABR Revolving Loan prior to the end of the Revolving 
Availability Period), accrued interest on the principal amount repaid or 
prepaid shall be payable on the date of such repayment or prepayment and 
(iii) in the event of any conversion of any Eurodollar Loan prior to the end 
of the current Interest Period therefor, accrued interest on such Loan shall 
be payable on the effective date of such conversion.

          (e)  All interest hereunder shall be computed on the basis of a 
year of 360 days, except that interest computed by reference to the Alternate 
Base Rate at times when the Alternate Base Rate is based on the Prime Rate 
shall be computed on the basis of a year of 365 days (or 366 days in a leap 
year), and in each case shall be payable for the actual number of days 
elapsed (including the first day but excluding the last day).  The applicable 
Alternate Base Rate, Adjusted LIBO Rate or Adjusted NIBO Rate shall be 
determined by the Administrative Agent, and such determination shall be 
conclusive absent manifest error.

          SECTION 2.14.  ALTERNATE RATE OF INTEREST.  If prior to the 
commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall 
     be conclusive absent manifest error) that adequate and reasonable means 
     do not exist for ascertaining the Adjusted LIBO Rate or the Adjusted NIBO
     Rate, as applicable, for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that 
     the Adjusted LIBO Rate or the Adjusted NIBO Rate, as applicable, for such 
     Interest Period will not adequately and fairly reflect the cost to such 
     Lenders (or Lender) of making or maintaining their Loans (or its Loan)
     included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and 
the Lenders by telephone or telecopy as promptly as practicable thereafter 
and, until the Administrative Agent notifies the Borrower and the Lenders 
that the circumstances giving rise to 

                              -38-
<PAGE>

such notice no longer exist, (i) any Interest Election Request that requests 
the conversion of any Borrowing to, or continuation of any  Borrowing as, a 
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request 
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR 
Borrowing; PROVIDED that if the circumstances giving rise to such notice 
affect only one Type of Borrowings, then the other Type of Borrowings shall 
be permitted.

          SECTION 2.15.  INCREASED COSTS.  (a)  If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit 
     or similar requirement against assets of, deposits with or for the 
     account of, or credit extended by, any Lender (except any such reserve 
     requirement reflected in the Adjusted LIBO Rate or the Adjusted NIBO Rate)
     or any Issuing Bank; or

          (ii) impose on any Lender, any Issuing Bank, the London interbank 
     market or other relevant interbank market any other condition affecting 
     this Agreement or Eurodollar Loans made by such Lender or any Letter of 
     Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such 
Lender of making or maintaining any Eurodollar Loan (or of maintaining its 
obligation to make any such Loan) or to increase the cost to such Lender or 
Issuing Bank of participating in, issuing or maintaining any Letter of Credit 
or to reduce the amount of any sum received or receivable by such Lender or 
Issuing Bank hereunder (whether of principal, interest or otherwise), then 
the Borrower will pay to such Lender or Issuing Bank, as the case may be, 
such additional amount or amounts as will compensate such Lender or Issuing 
Bank, as the case may be, for such additional costs incurred or reduction 
suffered; PROVIDED, that no Lender or Issuing Bank shall be entitled under 
this paragraph to receive compensation for any Excluded Taxes paid by it.

          (b)  If any Lender or Issuing Bank determines that any Change in 
Law regarding capital requirements has or would have the effect of reducing 
the rate of return on such Lender's or the Issuing Bank's capital or on the 
capital of such Lender's or the Issuing Bank's holding company, if any, as a 
consequence of this Agreement or the Loans made by, or participations in 
Letters of Credit held by, such Lender, or the Letters of Credit issued by 
the Issuing Bank, to a level below that which such Lender or the Issuing Bank 
or such Lender's or Issuing Bank's holding company could have achieved but 
for such Change in Law (taking into consideration such Lender's or Issuing 
Bank's policies and the policies of such Lender's or Issuing Bank's holding 
company with respect to capital adequacy), then from time to time the 
Borrower will pay to such Lender or Issuing Bank, as the case may be, such 
additional amount or amounts as will compensate such Lender or Issuing Bank 
or such Lender's or Issuing Bank's holding company for any such reduction 
suffered.

          (c)  A certificate of a Lender or Issuing Bank setting forth the 
amount or amounts necessary to compensate such Lender or Issuing 

                                -39-
<PAGE>

Bank or its holding company, as the case may be, as specified in paragraph 
(a) or (b) of this Section shall be delivered to the Borrower and shall be 
conclusive absent manifest error.  The Borrower shall pay such Lender or 
Issuing Bank, as the case may be, the amount shown as due on any such 
certificate within 10 days after receipt thereof.

          (d)  Failure or delay on the part of any Lender or Issuing Bank to 
demand compensation pursuant to this Section shall not constitute a waiver of 
such Lender's or Issuing Bank's right to demand such compensation; PROVIDED 
that the Borrower shall not be required to compensate a Lender or Issuing 
Bank pursuant to this Section for any increased costs or reductions incurred 
more than 270 days prior to the date that such Lender or Issuing Bank, as the 
case may be, notifies the Borrower of the Change in Law giving rise to such 
increased costs or reductions and of such Lender's or Issuing Bank's 
intention to claim compensation therefor; PROVIDED FURTHER that, if the 
Change in Law giving rise to such increased costs or reductions is 
retroactive, then the 270-day period referred to above shall be extended to 
include the period of retroactive effect thereof.

          SECTION 2.16.  BREAK FUNDING PAYMENTS.  In the event of (a) the 
payment of any principal of any Eurodollar Loan other than on the last day of 
an Interest Period applicable thereto (including as a result of an Event of 
Default), (b) the conversion of any Eurodollar Loan other than on the last 
day of the Interest Period applicable thereto, (c) the failure to borrow, 
convert, continue or prepay any Revolving Loan or Term Loan on the date 
specified in any notice delivered pursuant hereto (regardless of whether such 
notice may be revoked under Section 2.11(g) and is revoked in accordance 
therewith), or (d) the assignment of any Eurodollar Loan other than on the 
last day of the Interest Period applicable thereto as a result of a request 
by the Borrower pursuant to Section 2.19, then, in any such event, the 
Borrower shall compensate each Lender for the economic loss, cost and expense 
(but not for loss of profits) attributable to such event.  In the case of a 
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to 
include an amount determined by such Lender to be the excess, if any, of (i) 
the amount of interest which would have accrued on the principal amount of 
such Loan had such event not occurred, at the Adjusted LIBO Rate or the 
Adjusted NIBO Rate, as the case may be, that would have been applicable to 
such Loan, for the period from the date of such event to the last day of the 
then current Interest Period therefor (or, in the case of a failure to 
borrow, convert or continue, for the period that would have been the Interest 
Period for such Loan), over (ii) the amount of interest which would accrue on 
such principal amount for such period at the interest rate which such Lender 
would bid were it to bid, at the commencement of such period, for dollar 
deposits of a comparable amount and period from other banks in the Eurodollar 
market.  A certificate of any Lender setting forth any amount or amounts that 
such Lender is entitled to receive pursuant to this Section shall be 
delivered to the Borrower and shall be conclusive absent manifest error.  The 
Borrower shall pay such Lender the amount shown as due on any such 
certificate within 10 days after receipt thereof.

                              -40-
<PAGE>

          SECTION 2.17.  TAXES.  (a)  Any and all payments by or on account 
of any obligation of the Borrower hereunder or under any other Loan Document 
shall be made free and clear of and without deduction for any Indemnified 
Taxes or Other Taxes; provided that if the Borrower shall be required to 
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the 
sum payable shall be increased as necessary so that after making all required 
deductions (including deductions applicable to additional sums payable under 
this Section) the Administrative Agent, Lender or Issuing Bank (as the case 
may be) receives an amount equal to the sum it would have received had no 
such deductions been made, (ii) the Borrower shall make such deductions and 
(iii) the Borrower shall pay the full amount deducted to the relevant 
Governmental Authority in accordance with applicable law.

          (b)  In addition, the Borrower shall pay any Other Taxes to the 
relevant Governmental Authority in accordance with applicable law.

          (c)  The Borrower shall indemnify the Administrative Agent, each 
Lender and each Issuing Bank, within 10 days after written demand therefor, 
for the full amount of any Indemnified Taxes or Other Taxes paid by the 
Administrative Agent, such Lender or such Issuing Bank, as the case may be, 
on or with respect to any payment by or on account of any obligation of the 
Borrower hereunder or under any other Loan Document (including Indemnified 
Taxes or Other Taxes imposed or asserted on or attributable to amounts 
payable under this Section) and any penalties, interest and reasonable 
expenses arising therefrom or with respect thereto, whether or not such 
Indemnified Taxes or Other Taxes were correctly or legally imposed or 
asserted by the relevant Governmental Authority.  A certificate as to the 
amount of such payment or liability delivered to the Borrower by a Lender or 
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf 
of a Lender or Issuing Bank, shall be conclusive absent manifest error.

          (d)  As soon as practicable after any payment of Indemnified Taxes 
or Other Taxes by the Borrower to a Governmental Authority, the Borrower 
shall deliver to the Administrative Agent the original or a certified copy of 
a receipt issued by such Governmental Authority evidencing such payment, a 
copy of the return reporting such payment or other evidence of such payment 
reasonably satisfactory to the Administrative Agent.

          (e)  Any Foreign Lender that is entitled to an exemption from or 
reduction of withholding tax under the law of the jurisdiction in which the 
Borrower is located, or any treaty to which such jurisdiction is a party, 
with respect to payments under this Agreement shall deliver to the Borrower 
(with a copy to the Administrative Agent), at the time or times prescribed by 
applicable law, such properly completed and executed documentation prescribed 
by applicable law or reasonably requested by the Borrower as will permit such 
payments to be made without withholding or at a reduced rate.

          SECTION 2.18.  PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF 
SET-OFFS.  (a)  The Borrower shall make each payment required to be made by 
it hereunder or under any other Loan Document (whether of principal, interest 
or fees, or of amounts payable under 

                              -41-
<PAGE>

Section 2.15, 2.16 or 2.17, or otherwise, where time of payment has not been 
specified) prior to 12:30 p.m., New York City time, on the date when due, in 
immediately available funds, without set-off or counterclaim.  Any amounts 
received after such time on any date may, in the discretion of the 
Administrative Agent, be deemed to have been received on the next succeeding 
Business Day for purposes of calculating interest thereon.  All such payments 
shall be made to the Administrative Agent at its offices at 270 Park Avenue, 
New York, New York, except payments to be made directly to the applicable 
Issuing Bank or Swingline Lender as expressly provided herein and except that 
payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made 
directly to the Persons entitled thereto and payments pursuant to other Loan 
Documents shall be made to the Persons specified therein.  The Administrative 
Agent shall distribute any such payments received by it for the account of 
any other Person to the appropriate recipient promptly following receipt 
thereof.  If any payment under any Loan Document shall be due on a day that 
is not a Business Day, the date for payment shall be extended to the next 
succeeding Business Day, and, in the case of any payment accruing interest, 
interest thereon shall be payable for the period of such extension.  All 
payments under each Loan Document shall be made in dollars.

          (b)  If at any time insufficient funds are received by and 
available to the Administrative Agent to pay fully all amounts of principal, 
unreimbursed LC Disbursements, interest and fees then due hereunder, such 
funds shall be applied (i) first, towards payment of interest and fees then 
due hereunder, ratably among the parties entitled thereto in accordance with 
the amounts of interest and fees then due to such parties, and (ii) second, 
towards payment of principal and unreimbursed LC Disbursements then due 
hereunder, ratably among the parties entitled thereto in accordance with the 
amounts of principal and unreimbursed LC Disbursements then due to such 
parties.

          (c)  If any Lender shall, by exercising any right of set-off or 
counterclaim or otherwise, obtain payment in respect of any principal of or 
interest on any of its Revolving Loans, Term Loans or participations in LC 
Disbursements or Swingline Loans resulting in such Lender receiving payment 
of a greater proportion of the aggregate amount of its Revolving Loans, Term 
Loans and participations in LC Disbursements and Swingline Loans and accrued 
interest thereon than the proportion received by any other Lender, then the 
Lender receiving such greater proportion shall purchase (for cash at face 
value) participations in the Revolving Loans, Term Loans and participations 
in LC Disbursements and Swingline Loans of other Lenders to the extent 
necessary so that the benefit of all such payments shall be shared by the 
Lenders ratably in accordance with the aggregate amount of principal of and 
accrued interest on their respective Revolving Loans, Term Loans and 
participations in LC Disbursements and Swingline Loans; PROVIDED that (i) if 
any such participations are purchased and all or any portion of the payment 
giving rise thereto is recovered, such participations shall be rescinded and 
the purchase price restored to the extent of such recovery, without interest, 
and (ii) the provisions of this paragraph shall not be construed to apply to 
any payment made by the Borrower pursuant to and in accordance with the 
express terms 

                              -42-
<PAGE>

of this Agreement or any payment obtained by a Lender as consideration for 
the assignment of or sale of a participation in any of its Loans or 
participations in LC Disbursements to any assignee or participant, other than 
to the Borrower or any Subsidiary or Affiliate thereof (as to which the 
provisions of this paragraph shall apply).  The Borrower consents to the 
foregoing and agrees, to the extent it may effectively do so under applicable 
law, that any Lender acquiring a participation pursuant to the foregoing 
arrangements may exercise against the Borrower rights of set-off and 
counterclaim with respect to such participation as fully as if such Lender 
were a direct creditor of the Borrower in the amount of such participation.

          (d)  Unless the Administrative Agent shall have received notice 
from the Borrower prior to the date on which any payment is due to the 
Administrative Agent for the account of the Lenders or an Issuing Bank 
hereunder that the Borrower will not make such payment, the Administrative 
Agent may assume that the Borrower has made such payment on such date in 
accordance herewith and may, in reliance upon such assumption, distribute to 
the Lenders or the applicable Issuing Bank, as the case may be, the amount 
due.  In such event, if the Borrower has not in fact made such payment, then 
each of the Lenders or Issuing Banks, as the case may be, severally agrees to 
repay to the Administrative Agent forthwith on demand the amount so 
distributed to such Lender or Issuing Bank with interest thereon, for each 
day from and including the date such amount is distributed to it to but 
excluding the date of payment to the Administrative Agent, at the greater of 
the Federal Funds Effective Rate and a rate determined by the Administrative 
Agent in accordance with banking industry rules on interbank compensation.

          (e)  If any Lender shall fail to make any payment required to be 
made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 
9.03(c), then the Administrative Agent may, in its discretion 
(notwithstanding any contrary provision hereof), apply any amounts thereafter 
received by the Administrative Agent pursuant to the Loan Documents for the 
account of such Lender to satisfy such Lender's obligations under such 
Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.19.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.  (a) 
 If any Lender requests compensation under Section 2.15, or if the Borrower 
is required to pay any additional amount to any Lender or any Governmental 
Authority for the account of any Lender pursuant to Section 2.17, then such 
Lender shall use reasonable efforts to designate a different lending office 
for funding or booking its Loans hereunder or to assign its rights and 
obligations hereunder to another of its offices, branches or affiliates if, 
in the judgment of such Lender, such designation or assignment (i) would 
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the 
case may be, in the future and (ii) would not subject such Lender to any 
unreimbursed cost or expense and would not otherwise be disadvantageous to 
such Lender.  The Borrower hereby agrees to pay all reasonable costs and 
expenses incurred by any Lender in connection with any such designation or 
assignment.

                                -43-
<PAGE>

          (b)  The Borrower may upon notice to any Lender and the 
Administrative Agent, require such Lender (the "Departing Lender") to assign 
and delegate, without recourse (in accordance with and subject to the 
restrictions contained in Section 9.04), all its interests, rights and 
obligations under this Agreement to an assignee that shall assume such 
obligations (which assignee may be another Lender, if a Lender accepts such 
assignment) (i) if the Commitments and Loans of the Departing Lender, taken 
together with the Commitments and Loans of all other Lenders that have been 
required to assign and delegate their interests, rights and obligations 
pursuant to this clause (i), represent less than 10% of the aggregate 
Commitments and Loans of all Lenders at the time of such notice; (ii) whether 
or not the conditions of the preceding clause (i) are met, if the Departing 
Lender has requested compensation under Section 2.15, or the Borrower is 
required to pay any additional amount to such Lender or any Governmental 
Authority for the account of such Lender pursuant to Section 2.17, or such 
Lender has defaulted in its obligation to fund Loans hereunder; or (iii) if 
the Required Lenders consent to such required assignment and delegation; 
PROVIDED that (x) the Borrower shall have received the prior written consent 
of the Administrative Agent (and, if a Revolving Commitment is being 
assigned, each Issuing Bank and Swingline Lender), which consent shall not 
unreasonably be withheld, (y) such Lender shall have received payment of an 
amount equal to the outstanding principal of its Loans and participations in 
LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees 
and all other amounts payable to it hereunder, from the assignee (to the 
extent of such outstanding principal and accrued interest and fees) or the 
Borrower (in the case of all other amounts) and (z) in the case of any such 
assignment resulting from a claim for compensation under Section 2.15 or 
payments required to be made pursuant to Section 2.17, such assignment will 
result in a reduction in such compensation or payments.  A Lender shall not 
be required to make any assignment and delegation under clause (ii) of this 
paragraph (b) if, prior thereto, as a result of a waiver by such Lender or 
otherwise, the circumstances entitling the Borrower to require such 
assignment and delegation cease to apply.
                                       
                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Lenders that: 

          SECTION 3.01.  CORPORATE EXISTENCE AND POWER.  The Borrower is a 
corporation duly incorporated, validly existing and in good standing under 
the laws of Oklahoma, and has all corporate powers and all material 
governmental licenses, authorizations, consents and approvals required to 
carry on its business as now conducted.

          SECTION 3.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; 
CONTRAVENTION.  The execution, delivery and performance by the Borrower of 
this Agreement are within the Borrower's corporate powers, have been duly 
authorized by all necessary corporate action, require no action by or in 
respect of, or filing with, any Governmental 

                             -44-
<PAGE>

Authority and do not contravene, or constitute a default under, any provision 
of applicable law or regulation or of the certificate of incorporation or 
by-laws of the Borrower or of any judgment, injunction, order or decree or 
the 10-5/8% Senior Note Indenture or any other material agreement or material 
instrument binding upon the Borrower or result in the creation or imposition 
of any Lien (other than those contemplated by the Security Documents) on any 
asset of the Borrower or any of its Subsidiaries.

          SECTION 3.03.  BINDING EFFECT.  This Agreement constitutes a valid 
and binding agreement of the Borrower.

          SECTION 3.04.  FINANCIAL INFORMATION.  (a)  The consolidated 
balance sheet of the Borrower and its Consolidated Subsidiaries as of 
December 28, 1996, and the related consolidated statement of earnings and 
statement of cash flows for the fiscal year then ended, reported on by 
Deloitte & Touche and set forth in the Borrower's annual report to the 
Securities and Exchange Commission on Form 10-K for such fiscal year, a copy 
of which has been delivered to each of the Lenders and the Administrative 
Agent, fairly present, in conformity with GAAP, the financial position of the 
Borrower and its Subsidiaries as of such date and their results or operations 
and cash flows for such fiscal year.

          (b)  The unaudited condensed consolidated balance sheet of the 
Borrower and its Subsidiaries as of April 19, 1997, and the related unaudited 
consolidated statement of earnings and condensed consolidated statement of 
cash flows for the 16 weeks then ended, set forth in the Borrower's quarterly 
report to the Securities and Exchange Commission on Form 10-Q for the fiscal 
quarter ended April 19, 1997, a copy of which has been delivered to each of 
the Lenders and the Administrative Agent, fairly present, in conformity with 
GAAP applied on a basis consistent with the financial statements referred to 
in paragraph (a) of this Section (except for the omission of substantially 
all footnote disclosure as permitted by Regulation S-X promulgated by the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended), the financial position of the Borrower and its Consolidated 
Subsidiaries as of such date and their results of operations and cash flows 
for such 16-week period (subject to normal year-end adjustments).

          (c)  Other than as disclosed in the Borrower's quarterly report on 
Form 10-Q for the fiscal quarter ended April 19, 1997, there has been no 
event or change in circumstances resulting in a Material Adverse Effect since 
December 28, 1996.

          SECTION 3.05.  LITIGATION.  There is no action, suit or proceeding 
pending against, or to the knowledge of the Borrower threatened against or 
affecting, the Borrower or any of its Subsidiaries before any court or 
arbitrator or any Governmental Authority that draws into question the 
validity of any Loan Document or in which there is a reasonable possibility 
of an adverse decision that would be reasonably likely to result in a 
material adverse effect on the creditworthiness of the Borrower (it being 
understood that disclosure of any action, suit or proceeding in any filing 
with the 

                                -45-
<PAGE>

Securities and Exchange Commission will not, in and of itself, be deemed to 
establish a breach of this representation).

          SECTION 3.06.  COMPLIANCE WITH ERISA.  Except as set forth in 
Schedule 3.06, each ERISA Affiliate has fulfilled its obligations under the 
minimum funding standards of ERISA and the Code with respect to each Plan and 
is in compliance in all material respects with the presently applicable 
provisions of ERISA and the Code with respect to each Plan.  Except as set 
forth in Schedule 3.06, no ERISA Affiliate has (i) sought a currently 
outstanding waiver of the minimum funding standard under Section 412 of the 
Code in respect of any Plan, (ii) failed to make any contribution or payment 
to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, 
or made any amendment to any such Plan or Benefit Arrangement, which has 
resulted or could result in the imposition of a Lien or the posting of a bond 
or other security under ERISA or the Code or (iii) incurred any liability 
under Title IV of ERISA other than a liability to the PBGC for premiums under 
Section 4007 of ERISA.

          SECTION 3.07.  ENVIRONMENTAL MATTERS.  In the ordinary course of 
its business, the Borrower reviews the effect of Environmental Laws which 
could reasonably be expected to have any material effect, individually or in 
the the aggregate, on the business, operations and properties of the Borrower 
and its Subsidiaries, in the course of which it evaluates associated 
liabilities and costs which it has identified (including, without limitation, 
any capital or operating expenditures required for clean-up or closure of 
properties presently or previously owned, any capital or operating 
expenditures required to achieve or maintain compliance with environmental 
protection standards imposed by Environmental Laws or as a condition of any 
license, permit or contract, any related constraints on operating activities, 
including any periodic or permanent shutdown of any facility or reduction in 
the level of or change in the nature of operations conducted thereat, any 
costs or liabilities in connection with off-site disposal of wastes or 
Hazardous Materials, and any actual or potential liabilities to third 
parties, including employees, and any related costs and expenses).  On the 
basis of this review, the Borrower has reasonably concluded that such 
associated liabilities and costs, including the costs of compliance with 
Environmental Laws, are unlikely to have a Material Adverse Effect.

          SECTION 3.08.  TAXES.  Tax returns of the Borrower and its 
Subsidiaries have been examined and closed through the fiscal year ended 
December 26, 1992.  The Borrower and its Subsidiaries have filed all Tax 
returns that are required to be filed by them and have paid all Taxes due 
pursuant to such returns or pursuant to any assessment received by the 
Borrower or any Subsidiary, except such Taxes, if any, as are being contested 
in good faith and as to which adequate reserves have been provided.  The 
charges, accruals and reserves on the books of the Borrower and its 
Subsidiaries in respect of taxes or other governmental charges are, in the 
opinion of the Borrower, adequate.

          SECTION 3.09.  SUBSIDIARIES.  (a)  Each of the Guarantors, and each 
Subsidiary that is a Grantor, is a corporation or other 

                              -46-
<PAGE>

business entity duly incorporated or organized (as the case may be), validly 
existing and in good standing under the laws of its jurisdiction of 
incorporation or organization (as the case may be), and has all corporate or 
other relevant organizational powers and all material licenses, 
authorizations, consents and approvals of Governmental Authorities required 
to carry on its business as now conducted. The execution, delivery and 
performance by each Guarantor of the Guarantee Agreement are within such 
Guarantor's corporate or other relevant organizational powers, have been duly 
authorized by all corporate or other organizational action, require no action 
by or in respect of, or filing with, any Governmental Authority and do not 
contravene, or constitute a default under, any provision of applicable law or 
regulation or of the certificate of incorporation or by-laws of any such 
Guarantor or of any judgment, injunction, order or decree or any material 
agreement or material instrument binding upon such Guarantor.

          (b)  The Borrower does not have any subsidiaries other than the 
Subsidiaries set forth on Schedule 3.09, which sets forth the name of, and 
the ownership interest of the Borrower in, each Subsidiary and identifies 
each Subsidiary that is a Guarantor or Grantor, in each case as of the date 
hereof.

          SECTION 3.10.  NOT AN INVESTMENT COMPANY.  The Borrower is not an 
"investment company" within the meaning of the Investment Company Act of 
1940, as amended.

          SECTION 3.11.  NO CONFLICTING REQUIREMENTS.  Neither the Borrower 
nor any Subsidiary is in violation of, or in default under, any provision of 
applicable law, rule or regulation, or of its certificate of incorporation or 
by-laws or of any agreement, judgment, injunction, order, decree or other 
instrument binding upon it or any of its properties, which violation or 
default could reasonably be expected to have consequences that would have a 
Material Adverse Effect.

          SECTION 3.12.  DISCLOSURE.  The material furnished to the 
Administrative Agent and the Lenders by, or on behalf and with the consent 
of, the Borrower (including the Information Memorandum) in connection with 
the negotiation, execution and delivery of this Agreement, taken as a whole, 
and as supplemented from time to time prior to the date of this Agreement, 
does not contain as of the date hereof, any untrue statement of a material 
fact and does not as of the date hereof omit to state any material fact 
necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading.  Any projections 
and appraisals provided by the Borrower to the Administrative Agent and the 
Lenders in connection herewith were prepared in good faith on the basis of 
information and assumptions that the Borrower believed to be reasonable as of 
the date such material was provided, and the Borrower believes that such 
assumptions are reasonable as of the date hereof.

          SECTION 3.13.  SECURITY DOCUMENTS.  (a)  The Pledge Agreement is 
effective to create in favor of the Collateral Agent, for the ratable benefit 
of the Secured Parties, a legal, valid and 

                               -47-
<PAGE>

enforceable security interest in that portion of the Collateral covered in 
the Pledge Agreement and, when the certificates and other instruments 
referred to in Section 4.01(f) have been delivered to the Collateral Agent, 
the Pledge Agreement shall constitute a fully perfected first priority Lien 
on, and security interest in, all right, title and interest of the pledgors 
thereunder in such Collateral, in each case prior and superior in right to 
any other person.

          (b)  The Security Agreement is effective to create in favor of the 
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, 
valid and enforceable security interest in that portion of the Collateral 
covered in the Security Agreement and, when financing statements in 
appropriate form are filed in the offices specified on Schedule 6 to the 
Perfection Certificate, the Security Agreement shall constitute a fully 
perfected Lien on, and security interest in, all right, title and interest of 
the Grantors thereunder in such Collateral, in each case prior and superior 
in right to any other person, other than with respect to Liens expressly 
permitted by Section 6.01 and the Security Agreement.
                                       
                                  ARTICLE IV

                                 CONDITIONS

          SECTION 4.01.  EFFECTIVE DATE.  The obligations of the Lenders to 
make Loans and of the Issuing Banks to issue Letters of Credit hereunder 
shall not become effective until the date on which each of the following 
conditions is satisfied (or waived in accordance with Section 9.02):

          (a)  The Administrative Agent (or its counsel) shall have received 
     from each party hereto either (i) a counterpart of this Agreement signed 
     on behalf of such party or (ii) written evidence satisfactory to the 
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a 
     counterpart of this Agreement.

          (b)  The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and 
     dated the Effective Date) of each of (i) McAfee & Taft A Professional 
     Corporation, counsel for the Borrower, substantially in the form of 
     Exhibit B-1, and (ii) General Counsel of the Borrower, substantially in 
     the form of Exhibit B-2, and, in the case of each such opinion required 
     by this paragraph, covering such other matters as the Required Lenders 
     or Administrative Agent shall reasonably request.  The Borrower hereby 
     requests such counsel to deliver such opinions.

          (c)  The Administrative Agent shall have received such documents and 
     certificates as the Administrative Agent or its counsel may reasonably 
     request relating to the organization, existence and good standing of each 
     Loan Party and the authorization of the transactions contemplated hereby, 
     all in 

                                   -48-
<PAGE>

     form and substance satisfactory to the Administrative Agent and its 
     counsel.

          (d)  The Administrative Agent shall have received a certificate, 
     dated the Effective Date and signed by the President, a Vice President 
     or a Financial Officer of the Borrower, confirming compliance with 
     the conditions set forth in paragraph (i) of this Section 4.01 and
     paragraphs (a) and (b) of Section 4.02.

          (e)  The Administrative Agent shall have received all fees and 
     other amounts due and payable on or prior to the Effective Date, 
     including, to the extent invoiced, reimbursement or payment of all 
     out-of-pocket expenses required to be reimbursed or paid by any Loan 
     Party hereunder or under any other Loan Document.

          (f)  The Administrative Agent shall have received counterparts 
     of the Pledge Agreement signed on behalf of the Borrower and each 
     Subsidiary party thereto, together with stock certificates or other 
     instruments (if any) representing all the shares of capital stock or 
     other equity interests pledged thereunder and stock powers and instruments
     of transfer, endorsed in blank, with respect to such stock certificates 
     and other equity interests.

          (g)  The Administrative Agent shall have received counterparts of 
     the Security Agreement signed on behalf of the Borrower and each 
     Subsidiary party thereto, together with:

               (i) all documents and instruments, including Uniform 
          Commercial Code financing statements, required by law or reasonably 
          requested by the Administrative Agent to be filed, registered or 
          recorded to create or perfect the Liens intended to be created 
          under the Security Agreement; and
          
               (ii) a completed Perfection Certificate dated the Effective 
          Date and signed by an executive officer or Financial Officer of the 
          Borrower, together with all attachments contemplated thereby, 
          including the results of a search of the Uniform Commercial Code 
          (or equivalent) filings made with respect to the Loan Parties in 
          the jurisdictions contemplated by the Perfection Certificate and 
          copies of the financing statements (or similar documents) disclosed 
          by such search and evidence reasonably satisfactory to the 
          Administrative Agent that the Liens indicated by such financing 
          statements (or similar documents) are permitted by Section 6.02 and 
          the Security Agreement or have been released.
          
          (h)  The Administrative Agent shall have received counterparts of 
     the Guarantee Agreement signed on behalf of the Borrower and each 
     Subsidiary party thereto.

          (i)  The Collateral Requirement and the Guarantee Requirement shall 
     have been satisfied as of the Effective Date.

                                   -49-
<PAGE>

          (j)  The Borrower shall have received or shall
     substantially simultaneously with the effectiveness of the
     Lenders' obligations hereunder receive, in cash, the net
     proceeds from the issuance and sale by the Borrower of not
     less than $400,000,000 of Subordinated Notes.  The price at
     which such Subordinated Notes shall have been sold shall not
     be significantly less than their principal amount.  The
     Administrative Agent shall have received satisfactory
     evidence of the foregoing and copies of the Subordinated
     Note Documents, certified by a Financial Officer as complete
     and correct.

          (k)  (i) The Borrower shall have given irrevocable
     notice such that the 1994 Credit Agreement and all
     commitments thereunder to lend shall terminate within three
     days of the Effective Date, (ii) the principal of and
     interest on all loans and all letter of credit reimbursement
     obligations under the 1994 Credit Agreement, and all accrued
     fees due thereunder, shall have been or shall simultaneously
     on the Effective Date be paid in full and all Liens on the
     assets of the Borrower or any Subsidiary securing any
     obligations thereunder or under any related agreement shall
     have been or shall simultaneously be permanently released
     and (iii) the Administrative Agent shall have received or
     shall simultaneously receive evidence satisfactory in form
     and substance to it demonstrating such notice, payment and
     release.  The Borrower covenants that it shall pay promptly
     (and in any event not later than 30 days after the Effective
     Date) all accrued expenses and other amounts due under the
     1994 Credit Agreement not specified in the preceding clause
     (ii).

          (l)  The Administrative Agent shall have received
     evidence satisfactory to it that (i) at least $200,000,000
     aggregate principal amount of the Floating Rate Senior Notes
     shall have been or shall, substantially simultaneously with
     the effectiveness of the Lenders' obligations hereunder, be
     redeemed or (ii) the Borrower shall have given irrevocable
     notice of the redemption of such Notes at the earliest
     permissible date pursuant to the indenture governing such
     Notes and, pending such prepayment or redemption, shall have
     deposited an amount sufficient to effect such redemption
     with the trustee for such Notes or with the Administrative
     Agent, in either case on terms reasonably satisfactory to
     the Administrative Agent.

The Administrative Agent shall notify the Borrower and the Lenders of the 
Effective Date, and such notice shall be conclusive and binding.  
Notwithstanding the foregoing, the obligations of the Lenders to make Loans 
and of the Issuing Banks to issue Letters of Credit hereunder shall not 
become effective unless each of the foregoing conditions is satisfied (or 
waived pursuant to Section 9.02) at or prior to 12:00 noon, New York City 
time, on September 15, 1997 (and, in the event such conditions are not so 
satisfied or waived, the Commitments shall terminate at such time).

          SECTION 4.02.  EACH CREDIT EVENT.  The obligation of each 


                                       -50-

<PAGE>

Lender to make a Loan on the occasion of any Borrowing, and of the Issuing 
Banks to issue, renew, extend or amend so as to increase the stated amount of 
any Letter of Credit, is subject to the receipt of an appropriate Borrowing 
Request under Section 2.03 or request for issuance, renewal, extension or 
amendment of a Letter of Credit under Section 2.05, as the case may be, and 
to the satisfaction of the following conditions:

          (a)  The representations and warranties of the Borrower
     set forth in this Agreement shall be true and correct in all
     material respects, and the representations and warranties of
     the Borrower and the other Loan Parties set forth in the
     other Loan Documents, taken as a whole, shall be true and
     correct in all material respects, on and as of the date of
     such Borrowing or the date of such issuance, amendment,
     renewal or extension of such Letter of Credit, as
     applicable.

          (b)  At the time of and immediately after giving effect
     to such Borrowing or such issuance, amendment, renewal or
     extension of such Letter of Credit, as applicable, no
     Default shall have occurred and be continuing.

Each Borrowing and each such issuance, amendment, renewal or extension of a 
Letter of Credit shall be deemed to constitute a representation and warranty 
by the Borrower on the date thereof as to the matters specified in paragraphs 
(a) and (b) of this Section.

                            ARTICLE V

                      AFFIRMATIVE COVENANTS

          Until the Commitments have expired or been terminated and the 
principal of and interest on each Loan and all fees payable hereunder shall 
have been paid in full and all Letters of Credit shall have expired or 
terminated and all LC Disbursements shall have been reimbursed, the Borrower 
covenants and agrees with the Lenders that:

          SECTION 5.01.  INFORMATION.  The Borrower will deliver to each of 
the Lenders:

          (a) as soon as available and in any event within
     95 days after the end of each fiscal year of the Borrower, a
     consolidated balance sheet of the Borrower and its
     Consolidated Subsidiaries as of the end of such fiscal year
     and the related consolidated statements of earnings and cash
     flows for such fiscal year, setting forth in each case in
     comparative form the figures for the previous fiscal year,
     all reported on in a manner acceptable to the Securities and
     Exchange Commission by Deloitte & Touche or other
     independent public accountants of nationally recognized
     standing;

          (b) as soon as available and in any event within
     50 days after the end of each of the first three quarters of
     each fiscal year of the Borrower, (i) a consolidated
     condensed balance sheet 


                                       -51-

<PAGE>

     of the Borrower and its Consolidated Subsidiaries as of the end 
     of such quarter setting forth in comparative form the figures 
     for the previous fiscal year end, (ii) the related consolidated 
     statement of earnings of the Borrower and its Consolidated 
     Subsidiaries for such quarter and for the portion of the 
     Borrower's fiscal year ended at the end of such quarter setting 
     forth in comparative form the figures for the corresponding quarter
     and the corresponding portion of the Borrower's previous
     fiscal year, and (iii) the related consolidated condensed
     statement of cash flows of the Borrower and its Consolidated
     Subsidiaries for the portion of the Borrower's fiscal year
     ended at the end of such quarter setting forth in
     comparative form the figures for the corresponding portion
     of the Borrower's previous fiscal year, all certified
     (subject to normal year-end adjustments) as to fairness of
     presentation, generally accepted accounting principles
     (except for the omission of substantially all footnote
     disclosure as permitted by Regulation S-X promulgated by the
     Securities and Exchange Commission under the Securities Act
     of 1933, as amended) and consistency by the chief financial
     officer or the chief accounting officer of the Borrower;

          (c) simultaneously with the delivery of each set of
     financial statements referred to in clauses (a) and (b)
     above, a certificate of the chief financial officer, the
     treasurer or the chief accounting officer of the Borrower
     (i) setting forth in reasonable detail the calculations
     required to establish whether the Borrower was in compliance
     with the requirements of Sections 6.03, 6.06, 6.08 and 6.09
     on the date of such financial statements and (ii) stating
     whether any Default exists on the date of such certificate
     and, if any Default then exists, setting forth the details
     thereof and the action which the Borrower is taking or
     proposes to take with respect thereto;

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

          (e) simultaneously with the delivery of the financial
     statements referred to in clause (a) above, a certificate
     updating Schedule 3.09 (listing Subsidiaries and related
     information) as of the end of the applicable fiscal year;

          (f) within five Business Days after the obtaining of
     the Borrower's Knowledge of any Default, a certificate of
     the chief financial officer, treasurer or the chief
     accounting officer of the Borrower setting forth the details
     thereof and the action which the Borrower is taking or
     proposes to take with respect thereto;

                                       -52-

<PAGE>

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

          (h) promptly upon the filing thereof, copies of all
     registration statements (other than the exhibits thereto and
     any registration statements on Form S-8 or its equivalent)
     and reports on Forms 10-K, 10-Q and 8-K (or their
     equivalents) that the Borrower shall have filed with the
     Securities and Exchange Commission;

          (i) if and when any ERISA Affiliate (i) gives or is
     required to give notice to the PBGC of any "reportable
     event" (as defined in Section 4043 of ERISA) with respect to
     any Plan that might constitute grounds for a termination of
     such Plan under Title IV of ERISA, or knows that the plan
     administrator of any Plan has given or is required to give
     notice of any such reportable event, a copy of the notice of
     such reportable event given or required to be given to the
     PBGC; (ii) receives notice of complete or partial withdrawal
     liability under Title IV of ERISA or notice that any
     Multiemployer Plan is in reorganization, is insolvent or has
     been terminated, a copy of such notice; (iii) receives
     notice from the PBGC under Title IV of ERISA of an intent to
     terminate, impose liability (other than for premiums under
     Section 4007 of ERISA) in respect of, or appoint a trustee
     to administer any Plan, a copy of such notice; (iv) applies
     for a waiver of the minimum funding standing under
     Section 412 of the Internal Revenue Code, a copy of such
     application; (v) gives notice of intent to terminate any
     Plan under Section 4041(c) of ERISA, a copy of such notice
     and other information filed with the PBGC; (vi) gives notice
     of withdrawal from any Plan pursuant to Section 4063 of
     ERISA, a copy of such notice; or (vii) fails to make any
     payment or contribution to any Plan or Multiemployer Plan or
     in respect of any Benefit Arrangement or makes any amendment
     to any Plan or Benefit Arrangement which has resulted or
     could result in the imposition of a Lien or the posting of a
     bond or other security, a certificate of the chief financial
     officer, treasurer or the chief accounting officer of the
     Borrower setting forth details as to such occurrence and
     action, if any, which the Borrower or applicable ERISA
     Affiliate is required or proposes to take; and

          (j) from time to time such additional information
     regarding the financial position or business of the Borrower
     as the Administrative Agent, at the request of any Lender,
     may reasonably request.

          SECTION 5.02.  PAYMENT OF OBLIGATIONS.  The Borrower
will pay and discharge, and will cause each Subsidiary to pay and
discharge, at or before maturity, all their respective material
obligations and liabilities, including, without limitation, tax
liabilities, except where the same may be contested in good faith
by appropriate proceedings or where the failure to do so would
not result in a Material Adverse Effect, and will maintain, and
will cause each Subsidiary to maintain, in accordance with
generally accepted 

                                       -53-

<PAGE>

accounting principles, appropriate reserves for the accrual of any of the 
same.

          SECTION 5.03.  MAINTENANCE OF PROPERTY; INSURANCE. (a)  The 
Borrower will keep, and will cause each Subsidiary to keep, all property 
useful and necessary in its business in good working order and condition, 
ordinary wear and tear excepted, except where the failure to do so would not 
have a Material Adverse Effect.

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

          SECTION 5.04.  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.  
The Borrower will continue, and will cause its Subsidiaries to continue, to 
engage in business of the same general type as conducted by the Borrower and 
its Subsidiaries taken as a whole, and will preserve, renew and keep in full 
force and effect, and, except as permitted by Section 6.02, will cause each 
Subsidiary to preserve, renew and keep in full force and effect their 
respective corporate existence and their respective rights, privileges and 
franchises necessary or desirable in the normal conduct of business.

          SECTION 5.05.  COMPLIANCE WITH LAWS.  The Borrower will comply, and 
cause each Subsidiary to comply, in all material respects with all applicable 
laws, ordinances, rules, regulations, and requirements of Governmental 
Authorities (including, without limitation, Environmental Laws and ERISA and 
the rules and regulations thereunder) except where the necessity of 
compliance therewith or the resultant penalty, fine or cost for 
non-compliance is contested in good faith by appropriate proceedings or where 
the failure to do so would not have a Material Adverse Effect.

          SECTION 5.06.  INSPECTION OF PROPERTY, BOOKS AND RECORDS.  The 
Borrower will keep, and will cause each Guarantor to keep, proper books of 
record and account in which full, true and correct entries shall be made of 
all dealings and transactions in relation to its business and activities; and 
will permit, and will cause each Subsidiary to permit, representatives of any 
Lender at such Lender's expense to visit and inspect any of their respective 
properties, to examine and make abstracts from any of their respective books 
and records and to discuss their respective affairs, finances and accounts 
with their respective officers, employees and independent public accountants, 
all at such reasonable times and as often as may reasonably be requested; 
PROVIDED that this section shall not be construed to require the Borrower to 
waive or cause to be waived any attorney-client privilege applicable to 
information in the Borrower's or a Subsidiary's possession.  Each Lender 
agrees to maintain in 

                                       -54-

<PAGE>

confidence any information conspicuously identified by the Borrower or any 
Subsidiary as trade secrets or proprietary information which such Lender may 
obtain as a result of the inspections, examinations and discussions 
undertaken pursuant to this section; provided that each Lender (i) may 
discuss any such information with any other Lenders; (ii) may furnish any 
such information to its attorneys and accountants; (iii) may furnish any such 
information to any agency, authority, commission or other regulatory body to 
whose jurisdiction it may be subject, to any shareholder, director or other 
person to whom it in good faith believes it owes a duty of disclosure under 
applicable law and to any other person if required by law; and (iv) shall not 
be prohibited from using, or seeking to admit as evidence, any such 
information in connection with any litigation to which such Lender is a party.

          SECTION 5.07.  USE OF PROCEEDS.  The proceeds of the Loans made 
under this Agreement will be used by the Borrower only for general corporate 
purposes.

          SECTION 5.08.  GUARANTEE REQUIREMENT; FURTHER ASSURANCES. (a)  If 
at any date the Guarantee Requirement is not met, the Borrower will promptly 
cause one or more Subsidiaries that are not then Guarantors to become parties 
to the Guarantee Agreement so as to cause the Guarantee Requirement to be met.

          (b)  If at any date the Collateral Requirement is not met, the 
Borrower will promptly take and cause the Subsidiaries to take all such 
actions as shall be necessary, or as the Required Lenders, the Administrative 
Agent or the Collateral Agent may reasonably request, to cause the Collateral 
Requirement to be met.

          (c)  The Borrower will, and will cause each Subsidiary to, execute 
any and all further documents, financing statements, agreements and 
instruments, and take all further action (including filing Uniform Commercial 
Code and other financing statements) that may be required under applicable 
law, or that the Required Lenders, the Administrative Agent or the Collateral 
Agent may reasonably request, in order to grant, confirm, preserve, protect 
and perfect the validity and priority of the security interests created or 
intended to be created by the Security Documents.  Such security interests 
and Liens shall be created under the Security Documents and other security 
agreements, mortgages, deeds of trust and other instruments and documents in 
form and substance satisfactory to the Collateral Agent, and the Borrower 
shall deliver or cause to be delivered to the Lenders all such instruments 
and documents (including legal opinions and lien searches) as the Collateral 
Agent shall reasonably request to evidence compliance with this paragraph 
(c).  The Borrower shall provide from time to time such evidence as the 
Collateral Agent shall reasonably request as to the perfection and priority 
status of each such security interest.

                                       -55-

<PAGE>

                            ARTICLE VI

                        NEGATIVE COVENANTS

          Until the Commitments have expired or terminated and the principal 
of and interest on each Loan and all fees payable hereunder have been paid in 
full and all Letters of Credit have expired or terminated and all LC 
Disbursements have been reimbursed, the Borrower covenants and agrees with 
the Lenders that:

          SECTION 6.01.  LIENS. The Borrower will not, and will not permit 
any Designated Subsidiary to, create, incur, assume or permit to exist any 
Lien on any asset now owned or hereafter acquired by it, except:

          (a) Liens created under the Loan Documents;

          (b) Liens existing on the date hereof and described in
     Schedule 6.01 hereto;

          (c) any Lien existing on any asset of any Person at the
     time (if after the date hereof) such Person becomes a
     Consolidated Subsidiary and not created in contemplation of
     such event;

          (d) any Lien on any asset securing Indebtedness
     incurred or assumed (after the date hereof) for the purpose
     of financing all or any part of the cost of acquiring or
     constructing such asset (other than any Lien on Inventory),
     PROVIDED that such Lien attaches to such asset concurrently
     with or within 180 days after the acquisition or completion
     of construction thereof;

          (e) any Lien on any asset of any Person existing at the
     time (if after the date hereof) such Person is merged or
     consolidated with or into the Borrower or a Consolidated
     Subsidiary and not created in contemplation of such event;

          (f) any Lien existing on any asset prior to the
     acquisition thereof (if after the date hereof) by the
     Borrower or a Consolidated Subsidiary and not created in
     contemplation of such acquisition;

          (g) any Lien arising out of the refinancing, extension,
     renewal or refunding of any Indebtedness secured by any Lien
     permitted by any of the foregoing clauses of this Section,
     PROVIDED that such Indebtedness is not increased other than
     by an amount equal to any reasonable financing fees and is
     not secured by any additional assets;

          (h) Liens arising in the ordinary course of its
     business which (i) either (x) do not secure Indebtedness or
     Hedging Agreements, (y) are statutory Liens or (z) apply to
     equipment purchased pursuant to a title retention document
     and (ii) either (x) do not in the aggregate materially
     detract from the value of its assets or materially impair
     the use thereof in the operation of its business or (y) are
     being contested in good faith by appropriate proceedings,
     which proceedings have the effect of 

                                       -56-

<PAGE>

     preventing the forfeiture or sale of the property or asset subject 
     to such Lien;

          (i) any Lien on a Financing Note that is transferred in
     a Permitted Note Financing;

          (j) Liens in favor of the Borrower or another
     Consolidated Subsidiary;

          (k) Liens securing Indebtedness of the type described
     in subsections 6.03(a)(viii) and (ix); and

          (l) Liens not otherwise permitted by the foregoing
     clauses of this Section securing Indebtedness or Hedging
     Agreements, in an aggregate principal or stated amount at
     any time outstanding not in excess of $30,000,000.

          SECTION 6.02.  MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.  The 
Borrower will not, and will not permit any Designated Subsidiary to, be a 
party to any merger or consolidation, PROVIDED that:

          (a) any Subsidiary may consolidate with or merge into
     the Borrower or another Subsidiary if in any such merger or
     consolidation involving the Borrower, the Borrower shall be
     the surviving or continuing corporation;

          (b) any other corporation may consolidate with or merge
     into the Borrower or any Subsidiary if (i) in any such
     merger or consolidation involving the Borrower, the Borrower
     shall be the surviving or continuing corporation, (ii) in
     any such merger or consolidation involving a Subsidiary the
     corporation resulting from such merger or consolidation
     shall be a Subsidiary, and (iii) at the time of such merger
     or consolidation and after giving effect thereto no Default
     shall have occurred and be continuing;

          (c) the Borrower may engage in a reorganization
     pursuant to Section 368(a)(1)(F) of the Internal Revenue
     Code solely for the purpose of changing its place of
     organization; and

          (d) this paragraph shall not prohibit any merger or
     consolidation that would otherwise be permitted under the
     immediately following paragraph.

          Other than Permitted Notes Financings, the Borrower will not, and 
will not permit any Designated Subsidiary to, sell, lease, transfer or 
otherwise dispose of (by merger or otherwise to a Person who is not a Wholly 
Owned Subsidiary) all or any part of its property if such transaction 
involves a substantial part of the property of the Borrower and its 
Subsidiaries.  As used in this paragraph, a sale, lease, transfer or other 
disposition of the property of the Borrower or a Subsidiary shall be deemed 
to be a substantial part of such property if the amount of property proposed 
to be disposed of when added to the amount of all other property sold, 
leased, transferred or disposed of (other than in the ordinary course of 
business and other 

                                       -57-

<PAGE>

than as permitted by the next sentence) during any one fiscal year of the 
Borrower contributed more than 20% of Consolidated Net Income for any one of 
the immediately preceding three fiscal years of the Borrower. Notwithstanding 
any other provision of this paragraph, the Borrower or any Subsidiary may 
sell, lease, transfer or otherwise dispose of one or more warehouse 
facilities, PROVIDED that (i) such transactions do not in the aggregate 
involve all or substantially all of the property of the Borrower and its 
Subsidiaries and (ii) the Borrower or any Subsidiary retains the right to 
receive at least 85% of the revenue derived from such warehouse facilities, 
notwithstanding the sale thereof.

          SECTION 6.03.  INDEBTEDNESS.  (a)  The Borrower will not, and will 
not permit any Designated Subsidiary to, incur or at any time be liable with 
respect to any Indebtedness except:

          (i) Indebtedness outstanding under the Loan Documents;

         (ii) the Subordinated Notes (and the related
     Guarantees) and other Indebtedness outstanding on the date
     hereof listed on Schedule 6.03(a)(ii);

        (iii) Later Maturing Indebtedness the proceeds of which
     are used to refinance the 10-5/8% Senior Notes, but only to
     the extent the principal amount of such Later Maturing
     Indebtedness does not exceed the principal amount of the 10-5/8% 
     Senior Notes so refinanced (plus the amount of any premium 
     actually paid on the Indebtedness so refinanced and the amount 
     of any expenses incurred in connection with such refinancing);

        (iv) Later Maturing Indebtedness that is subordinated
     to the Obligations on terms not less favorable to the
     Lenders than the terms applicable to the Subordinated Notes;

         (v) other Later Maturing Indebtedness in an aggregate
     principal amount not to exceed $200,000,000;

        (vi) Indebtedness of the Borrower to a Wholly Owned
     Subsidiary or of a Consolidated Subsidiary to the Borrower
     or a Wholly Owned Subsidiary or Indebtedness of the Borrower
     to a Subsidiary that is not a Wholly Owned Subsidiary that
     arises out of the Borrower's cash management activities in
     the ordinary course of business;

       (vii) (A) a Guarantor may Guarantee, on terms no more
     favorable to the beneficiary than the Guarantee Agreement,
     Later Maturing Indebtedness, the net proceeds of which are
     used solely to repay Term Loans; PROVIDED that such
     Indebtedness shall not be secured by the Security Documents
     or otherwise; and (B) Guarantees of Indebtedness used to
     refinance other Guaranteed Indebtedness where the
     refinancing is permitted by this Section 6.03(a), so long as
     no new guarantors are added and the terms of such Guarantee
     are no more favorable to the beneficiaries than the
     Guarantee of the refinanced Indebtedness;

                                       -58-

<PAGE>

        (viii) obligations of the Borrower or any Subsidiary as
     lessee under capital leases, and any Guarantees of such
     obligations, but only to the extent that the Borrower or
     such Subsidiary has entered into (and not terminated), or
     has a binding commitment for, subleases on terms which, to
     the Borrower, are at least as favorable, on a current basis,
     as the terms of the corresponding capital lease;

          (ix) obligations of the Borrower or its Subsidiaries
     (other than as covered by clause (viii) above) as lessee
     under capital leases the aggregate capitalized amount of
     which does not exceed $580,000,000, and any Guarantees of
     such obligations;

           (x) Indebtedness assumed by the Borrower or any
     Subsidiary in connection with an Acquisition (if after the
     date hereof) and not created in contemplation of such
     Acquisition;

          (xi) Indebtedness of any corporation outstanding at the
     time (if after the date hereof) such corporation becomes a
     Consolidated Subsidiary and not created in contemplation of
     such event;

         (xii) Guarantees made by the Borrower or any Subsidiary
     in connection with a Permitted Notes Financing;

        (xiii) other unsecured Indebtedness maturing or
     expiring less than one year after the incurrence thereof in
     an aggregate principal amount outstanding at any time not to
     exceed the unutilized portion of the Revolving Commitments
     hereunder; and

         (xiv) Indebtedness the proceeds of which are used to
     refinance Indebtedness permitted by clause (ii), (iii), (iv)
     (v), (x) or (xi) of this Section 6.03(a); PROVIDED that (A)
     the principal amount of such Indebtedness does not exceed
     that of the Indebtedness so refinanced (plus the amount of
     any premium actually paid on the Indebtedness so refinanced
     and the amount of any expenses incurred in connection with
     such refinancing), (B) such Indebtedness does not have a
     final maturity or weighted average life to maturity shorter
     than that of the Indebtedness so refinanced, (C) the terms
     of such Indebtedness (including any applicable subordination
     terms) are no less favorable to the Borrower or the Lenders
     than the terms of the Indebtedness so refinanced, (D) the
     obligor on such Indebtedness is the same as the obligor on
     the Indebtedness so refinanced (except with respect to the
     Indebtedness permitted by clauses (x) and (xi) of this
     Section 6.03(a)), (E) the Liens, Guarantees or other credit
     support for such Indebtedness are no more favorable to the
     obligee of such Indebtedness than such support for the
     Indebtedness being refinanced and (F) intercompany
     Indebtedness may only be so refinanced with other
     intercompany Indebtedness.

          (b)  The Borrower will not, and will not permit any Subsidiary to, 
make any prepayment of the principal of, or repurchase, redeem, defease or 
otherwise retire prior to its stated maturity, any Indebtedness, except:

                                       -59-

<PAGE>

          (i) Indebtedness created under the Loan Documents;

          (ii) Indebtedness outstanding on the date hereof that
     is repaid on the Effective Date (or that is designated to be
     repaid within a specific period after the Effective Date on
     Schedule 6.03(b)(ii)) with the proceeds of Loans made under
     this Agreement or the proceeds of the Subordinated Notes;

          (iii) Indebtedness of the Borrower to a Consolidated
     Subsidiary or of a Consolidated Subsidiary to the Borrower
     or another Consolidated Subsidiary;

          (iv) Indebtedness of the character described in
     clauses (vi), (viii), (ix), (x), (xi), (xii), (xiii) and
     (xiv) of Section 6.03(a) that is not Later Maturing
     Indebtedness;

          (v) Later Maturing Indebtedness in an aggregate
     principal amount not in excess of $10,000,000; and

          (vi) in connection with the refinancing of such        
     Indebtedness where such refinancing is expressly permitted
     by Section 6.03(a).

          (c)  The Borrower will not, and will not permit any of its 
Subsidiaries, to enter into any Hedging Agreement, other than Hedging 
Agreements entered into in the ordinary course of business to hedge or 
mitigate risks to which the Borrower or any Subsidiary is exposed in the 
conduct of its business or the management of its liabilities, and not for 
speculative purposes.

          SECTION 6.04.  RESTRICTED PAYMENTS. The Borrower will not, and will 
not permit any Subsidiary to, pay any dividend or other distribution with 
respect to any shares of any class of the Borrower's capital stock, or 
purchase, redeem or retire any shares of any class of such capital stock (or 
any option, warrant or other right to acquire any shares of such capital 
stock), if such dividend or distribution, or such purchase, redemption or 
retirement, would be prohibited under any covenant contained in the 
Subordinated Note Documents as originally executed.

          SECTION 6.05.  TRANSACTIONS WITH AFFILIATES.  The Borrower will 
not, and will not permit any Subsidiary to, directly or indirectly, pay any 
funds to or for the account of, make any investment (whether by acquisition 
of stock or indebtedness, by loan, advance, transfer of property, guarantee 
or other agreement to pay, purchase or service, directly or indirectly, any 
Indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of 
any assets, tangible or intangible, to, or participate in, or effect any 
transaction in connection with any joint enterprise or other joint 
arrangement with, any Affiliate; PROVIDED HOWEVER, that the foregoing 
provisions of this Section shall not prohibit (a) the Borrower from declaring 
or paying any lawful dividend so long as, after giving effect thereto, no 
Default shall have occurred and be continuing, (b) the Borrower or any 
Subsidiary from making sales to or purchases 

                                       -60-

<PAGE>

from any Affiliate and, in connection therewith, extending credit or making 
payments, or from making payments for services rendered by any Affiliate, if 
such sales or purchases are made or such services are rendered in the 
ordinary course of business and on terms and conditions at least as favorable 
to the Borrower or such Subsidiary as the terms and conditions which would 
apply in a similar transaction with a Person not an Affiliate, (c) the 
Borrower or any Subsidiary from making payments of principal, interest and 
premium on any Indebtedness of the Borrower or such Subsidiary held by an 
Affiliate if the terms of such Indebtedness are substantially as favorable to 
the Borrower or such Subsidiary as the terms which could have been obtained 
at the time of the creation of such Indebtedness from a lender which was not 
an Affiliate, (d) the Borrower or any Subsidiary from participating in, or 
effecting any transaction in connection with, any joint enterprise or other 
joint arrangement with any Affiliate if the Borrower or such Subsidiary 
participates in the ordinary course of its business and on a basis no less 
advantageous than the basis on which such Affiliate participates, (e) the 
Borrower or any Subsidiary from making payments of reasonable compensation, 
fees and expenses to their respective directors and executive officers for 
services rendered to the board of directors of the Borrower or any Subsidiary 
or any committee of any thereof and (f) the Borrower or any Subsidiary from 
performing its obligations under certain real property leases listed on 
Schedule 6.05 or other leases or obligations entered or undertaken by a 
Subsidiary before it becomes a Subsidiary.

          SECTION 6.06.  ACQUISITIONS AND INVESTMENTS.  Neither the Borrower 
nor any Designated Subsidiary will make any Acquisitions or Investments 
except:

          (i) Temporary Cash Investments;

          (ii) Investments by the Borrower in any Wholly Owned
     Subsidiary and Investments by any Wholly Owned Subsidiary in
     the Borrower or in any other Wholly Owned Subsidiary;

          (iii) any Acquisition or Investment, to the extent the
     consideration therefor consists of shares of capital stock
     of the Borrower;

          (iv) the reclassification of any Investment originally
     made in the form of Indebtedness as an Investment by way of
     capital contribution or share purchase or the
     reclassification of any Investment originally made by way of
     capital contribution or share purchase as an Investment in
     the form of Indebtedness;

          (v) Accounts Receivable converted to Investments, so
     long as such Investments either mature within one year or
     are in an outstanding aggregate unrecovered amount
     (excluding those maturing within one year) not exceeding
     $20,000,000 in any year;

          (vi) Investments deemed to exist as a result of
     Guarantees permitted under Section 6.03(a); and

           (vii) other Acquisitions or Investments (other than

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<PAGE>

     Acquisitions and Investments covered by clauses (i) through
     (vi) above) where the consideration for such Acquisition or
     Investment, when aggregated with the total consideration for
     all other Acquisitions and Investments made from the date
     hereof through the applicable date of measurement (other
     than Acquisitions and Investments covered by clauses (i)
     through (vi) above), does not exceed the amount set forth
     below for the year in which such Acquisition or Investment
     is to be made:

          Period                               Amount
          ------                               ------

Effective Date through December 31,1997     $250,000,000

January 1,1998 through December 31,1998     $300,000,000

January 1,1999 through December 31,1999     $350,000,000

Thereafter                                  $400,000,000

     PROVIDED that as at any time of determination the amount set
     forth above for any year shall be increased by (A) the net
     proceeds received at any time after the date hereof by the
     Borrower or any Subsidiary in respect of sales or other
     transfers of Financing Notes, less any non-contingent amount
     paid or payable by the Borrower or any Subsidiary with
     respect to credit losses associated with, or other recourse
     to the Borrower or any Subsidiary with respect to, any such
     Financing Notes, (B) the amount of cash or Temporary Cash
     Investments received by the Borrower or any Subsidiary
     representing the net proceeds of any loan repayment or
     return of capital in respect of an Investment previously
     made which was either permitted only by this
     subsection (vii) or would have been permitted only by this
     subsection (vii) if this Agreement had been in effect at the
     time such Investment was made, (C) the amount of any
     Guarantee previously issued which was either permitted only
     by this subsection (vii) or would have been permitted only
     by this subsection (vii) if this Agreement had been in
     effect at the time such Guarantee was issued, to the extent
     such Guarantee is subsequently terminated without any
     payment having been made pursuant thereto and (D) an amount
     equal to 50% of the Net Proceeds of Asset Dispositions
     received by the Borrower and the Subsidiaries after the date
     hereof; PROVIDED FURTHER that the amounts set forth above
     shall be increased as under the 1994 Credit Agreement in
     accordance with Schedule 6.06(vii) hereto.

          SECTION 6.07.  LIMITATION ON PAYMENT RESTRICTIONS AFFECTING 
SUBSIDIARIES.  The Borrower will not, and will not permit any of its 
Subsidiaries that are Guarantors or Grantors to, create or otherwise cause or 
suffer to exist or become effective any consensual restriction on the ability 
of such Subsidiary to pay, directly or indirectly, to the Borrower or another 
Subsidiary any dividends or other distributions on such Subsidiary's capital 
stock or make or 

                                       -62-

<PAGE>

repay loans or advances to or from the Borrower or another Subsidiary.

          SECTION 6.08.  FIXED CHARGE COVERAGE RATIO.  The Borrower shall not 
permit the ratio of EBITDAR to the sum of (i) Interest Expense, (ii) Rent 
Expense and (iii) dividends paid on preferred stock of the Borrower for any 
period of four consecutive fiscal quarters ending after the date hereof to be 
less than 1.70 to 1.00.

          SECTION 6.09.  RATIO OF INVENTORY AND ACCOUNTS RECEIVABLE TO FUNDED 
BANK DEBT.  The Borrower shall not permit the ratio of Inventory and Accounts 
Receivable of the Borrower and its Subsidiaries on a consolidated basis (net 
of the allowance for doubtful accounts and excluding Inventory and Accounts 
Receivable subject to consensual Liens in favor of third parties (PROVIDED 
that in the case of any such consensual Lien securing obligations not greater 
than $250,000, Inventory and Accounts Receivable will be excluded only in the 
amount of the obligations so secured) or in which the Administrative Agent, 
on behalf of the Lenders, does not have a perfected security interest prior 
to any other Lien that can be perfected by filing under the Uniform 
Commercial Code) to Funded Bank Debt on any date to be less than 1.40 to 1.00.

                           ARTICLE VII

                        EVENTS OF DEFAULT

          If any of the following events ("EVENTS OF DEFAULT") shall occur:

          (a) the Borrower shall fail to pay any principal of any
     Loan or any reimbursement obligation in respect of any LC
     Disbursement when and as the same shall become due and
     payable, whether at the due date thereof or at a date fixed
     for prepayment thereof or otherwise; 

          (b) the Borrower shall fail to pay any interest on any
     Loan or any fee or any other amount (other than an amount
     referred to in clause (a) of this Article) payable under
     this Agreement or any other Loan Document, when and as the
     same shall become due and payable, and such failure shall
     continue unremedied for a period of five days;

          (c) (i) any representation, warranty, certification or
     statement made by the Borrower in this Agreement or in any
     certificate, financial statement or other document delivered
     pursuant to this Agreement (other than any such document
     covered by clause (ii) of this paragraph (c)) shall prove to
     have been incorrect or misleading in any material respect
     when made (or deemed made) or (ii) the representations,
     warranties, certifications and statements made by the
     Borrower and each Loan Party in the other Loan Documents and
     in the certificates, financial statements and other
     documents delivered thereunder, taken as a whole, shall
     prove to have been incorrect or misleading in any material
     respect when made (or deemed made);

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<PAGE>

          (d) the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in
     Section 5.01(f), 5.04 (insofar as it relates to the
     corporate existence of the Borrower), Section 5.07 or
     Article VI;

          (e) any Loan Party shall fail to observe or perform any
     covenant, condition or agreement contained in any Loan
     Document (other than those specified in clause (a), (b) or
     (d) of this Article), and such failure shall continue
     unremedied for a period of 30 days after notice thereof from
     the Administrative Agent to the Borrower (which notice will
     be given at the request of any Lender);

          (f) the Borrower or any Subsidiary shall fail to make
     any payment (whether of principal or interest and regardless
     of amount) in respect of any Material Indebtedness, when and
     as the same shall become due and payable or within any
     applicable grace period;

          (g) any event or condition occurs that results in any
     Material Indebtedness becoming due prior to its scheduled
     maturity or that enables or permits (with or without the
     giving of notice, the lapse of time or both) the holder or
     holders of any Material Indebtedness or any trustee or agent
     on its or their behalf to cause any Material Indebtedness to
     become due, or to require the prepayment, repurchase,
     redemption or defeasance thereof, prior to its scheduled
     maturity; PROVIDED that this clause (g) shall not apply to
     secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets
     securing such Indebtedness;

          (h) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed seeking (i) liquidation,
     reorganization or other relief in respect of the Borrower or
     any Guarantor or Grantor or its debts, or of a substantial
     part of its assets, under any Federal, state or foreign
     bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect or (ii) the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar
     official for the Borrower or any Guarantor or Grantor or for
     a substantial part of its assets, and, in any such case,
     such proceeding or petition shall continue undismissed for
     60 days or an order or decree approving or ordering any of
     the foregoing shall be entered;

          (i) the Borrower or any Guarantor or Grantor shall
     (i) voluntarily commence any proceeding or file any petition
     seeking liquidation, reorganization or other relief under
     any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect,
     (ii) consent to the institution of, or fail to contest in a
     timely and appropriate manner, any proceeding or petition
     described in clause (h) of this Article, (iii) apply for or
     consent to the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for
     the Borrower or any Guarantor or Grantor or 

                                       -64-

<PAGE>

     for a substantial part of its assets, (iv) file an answer
     admitting the material allegations of a petition filed
     against it in any such proceeding, (v) make a general
     assignment for the benefit of creditors or (vi) take any
     action for the purpose of effecting any of the foregoing;

          (j) the Borrower or any Guarantor or Grantor shall
     become unable, admit in writing its inability or fail
     generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money in
     an aggregate amount in excess of $10,000,000 shall be
     rendered against the Borrower, any Subsidiary or any
     combination thereof and the same shall remain undischarged
     for a period of 60 days during which execution shall not be
     effectively stayed, or any judgment creditor shall legally
     take possession of or sell any significant assets of the
     Borrower or any Subsidiary to enforce any such judgment;

          (l) (i)  any ERISA Affiliate shall fail to pay when due
     an amount or amounts aggregating in excess of $15,000,000
     which it shall have become liable to pay under Title IV of
     ERISA; (ii)  or notice of intent to terminate a Material
     Plan shall be filed under Title IV of ERISA by any ERISA
     Affiliate, any plan administrator or any combination of the
     foregoing; (iii)  or the PBGC shall institute proceedings
     under Title IV of ERISA to terminate, to impose liability
     (other than for premiums under Section 4007 of ERISA) in
     respect of, or to cause a trustee to be appointed to
     administer any Material Plan;  (iv)  or a condition shall
     exist by reason of which the PBGC would be entitled to
     obtain a decree adjudicating that any Material Plan must be
     terminated; (v)  or there shall occur a complete or partial
     withdrawal from, or a default, within the meaning of Section
     4219(c)(5) of ERISA (a "4219 Default"), with respect to, one
     or more Multiemployer Plans which could cause one or more
     ERISA Affiliates to incur a current payment obligation in
     excess of $15,000,000; 

          (m) any Lien purported to be created under any Security
     Document shall cease to be, or shall be asserted by any Loan
     Party not to be, a valid and perfected Lien on any
     Collateral, with the priority required by the applicable
     Security Document, except (i) as a result of the sale or
     other disposition of the applicable Collateral in a
     transaction permitted under the Loan Documents or (ii) as a
     result of the Administrative Agent's failure to maintain
     possession of any stock certificates or instruments
     delivered to it under the Pledge Agreement; or

          (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the 
Borrower described in clause (h) or (i) of this Article), and at any time 
thereafter during the continuance of such event, the Administrative Agent 
may, and at the request of the Required Lenders shall, by notice to the 
Borrower, take either or both of the following 

                                       -65-

<PAGE>

actions, at the same or different times:  (i) terminate the Commitments, and 
thereupon the Commitments shall terminate immediately, and (ii) declare the 
Loans then outstanding to be due and payable in whole (or in part, in which 
case any principal not so declared to be due and payable may thereafter be 
declared to be due and payable), and thereupon the principal of the Loans so 
declared to be due and payable, together with accrued interest thereon and 
all fees and other obligations of the Borrower accrued hereunder, shall 
become due and payable immediately, without presentment, demand, protest or 
other notice of any kind, all of which are hereby waived by the Borrower; and 
in case of any event with respect to the Borrower described in clause (h) or 
(i) of this Article, the Commitments shall automatically terminate and the 
principal of the Loans then outstanding, together with accrued interest 
thereon and all fees and other obligations of the Borrower accrued hereunder, 
shall automatically become due and payable, without presentment, demand, 
protest or other notice of any kind, all of which are hereby waived by the 
Borrower.

                           ARTICLE VIII

                     THE ADMINISTRATIVE AGENT

          Each of the Lenders and the Issuing Banks hereby irrevocably 
appoints the Administrative Agent as its agent and authorizes the 
Administrative Agent to take such actions on its behalf and to exercise such 
powers as are delegated to the Administrative Agent by the terms of the Loan 
Documents, together with such actions and powers as are reasonably incidental 
thereto.

          The bank serving as the Administrative Agent hereunder shall have 
the same rights and powers in its capacity as a Lender as any other Lender 
and may exercise the same as though it were not the Administrative Agent, and 
such bank and its Affiliates may accept deposits from, lend money to and 
generally engage in any kind of business with the Borrower or any Subsidiary 
or other Affiliate thereof as if it were not the Administrative Agent 
hereunder.

          The Administrative Agent shall not have any duties or obligations 
except those expressly set forth in the Loan Documents.  Without limiting the 
generality of the foregoing, (a) the Administrative Agent shall not be 
subject to any fiduciary or other implied duties, regardless of whether a 
Default has occurred and is continuing, (b) the Administrative Agent shall 
not have any duty to take any discretionary action or exercise any 
discretionary powers, except discretionary rights and powers expressly 
contemplated by the Loan Documents that the Administrative Agent is required 
to exercise in writing by the Required Lenders (or such other number or 
percentage of the Lenders as shall be necessary under the circumstances as 
provided in Section 9.02), and (c) except as expressly set forth in the Loan 
Documents, the Administrative Agent shall not have any duty to disclose, and 
shall not be liable for the failure to disclose, any information relating to 
the Borrower or any of its Subsidiaries that is communicated to or obtained 
by the bank serving as Administrative 

                                       -66-

<PAGE>

Agent or any of its Affiliates in any capacity.  The Administrative Agent 
shall not be liable for any action taken or not taken by it with the consent 
or at the request of the Required Lenders (or such other number or percentage 
of the Lenders as shall be necessary under the circumstances as provided in 
Section 9.02) or in the absence of its own gross negligence or wilful 
misconduct.  The Administrative Agent shall not be deemed to have knowledge 
of any Default unless and until written notice thereof is given to the 
Administrative Agent by the Borrower or a Lender, and the Administrative 
Agent shall not be responsible for or have any duty to ascertain or inquire 
into (i) any statement, warranty or representation made in or in connection 
with any Loan Document, (ii) the contents of any certificate, report or other 
document delivered thereunder or in connection therewith, (iii) the 
performance or observance of any of the covenants, agreements or other terms 
or conditions set forth in any Loan Document, (iv) the validity, 
enforceability, effectiveness or genuineness of any Loan Document or any 
other agreement, instrument or document, or (v) the satisfaction of any 
condition set forth in Article IV or elsewhere in any Loan Document, other 
than to confirm receipt of items expressly required to be delivered to the 
Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall 
not incur any liability for relying upon, any notice, request, certificate, 
consent, statement, instrument, document or other writing believed by it to 
be genuine and to have been signed or sent by the proper Person.  The 
Administrative Agent also may rely upon any statement made to it orally or by 
telephone and believed by it to be made by the proper Person, and shall not 
incur any liability for relying thereon.  The Administrative Agent may 
consult with legal counsel (who may be counsel for the Borrower), independent 
accountants and other experts selected by it, and shall not be liable for any 
action taken or not taken by it in accordance with the advice of any such 
counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and 
exercise its rights and powers by or through any one or more sub-agents 
appointed by the Administrative Agent.  The Administrative Agent and any such 
sub-agent may perform any and all its duties and exercise its rights and 
powers through their respective Related Parties.  The exculpatory provisions 
of the preceding paragraphs shall apply to any such sub-agent and to the 
Related Parties of each Administrative Agent and any such sub-agent, and 
shall apply to their respective activities in connection with the syndication 
of the credit facilities provided for herein as well as activities as 
Administrative Agent. Neither the Syndication Agent nor the Documentation 
Agent shall have any obligation, liability, responsibility or duty under this 
Agreement.

          Subject to the appointment and acceptance of a successor 
Administrative Agent as provided in this paragraph, the Administrative Agent 
may resign at any time by notifying the Lenders, the Issuing Banks and the 
Borrower.  Upon any such resignation, the Required Lenders shall have the 
right, in consultation with the Borrower, to appoint a successor.  If no 
successor shall have been so appointed by 

                                       -67-

<PAGE>

the Required Lenders and shall have accepted such appointment within 30 days 
after the retiring Administrative Agent gives notice of its resignation, then 
the retiring Administrative Agent may, on behalf of the Lenders and the 
Issuing Banks, appoint a successor Administrative Agent which shall be a bank 
with an office in New York, New York, or an Affiliate of any such bank.  Upon 
the acceptance of its appointment as Administrative Agent hereunder by a 
successor, such successor shall succeed to and become vested with all the 
rights, powers, privileges and duties of the retiring Administrative Agent, 
and the retiring Administrative Agent shall be discharged from its duties and 
obligations hereunder.  The fees payable by the Borrower to a successor 
Administrative Agent shall be the same as those payable to its predecessor 
unless otherwise agreed between the Borrower and such successor.  After the 
Administrative Agent's resignation hereunder, the provisions of this Article 
and Section 9.03 shall continue in effect for the benefit of such retiring 
Administrative Agent, its sub-agents and their respective Related Parties in 
respect of any actions taken or omitted to be taken by any of them while it 
was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without 
reliance upon the Agents or any other Lender and based on such documents and 
information as it has deemed appropriate, made its own credit analysis and 
decision to enter into this Agreement.  Each Lender also acknowledges that it 
will, independently and without reliance upon the Agents or any other Lender 
and based on such documents and information as it shall from time to time 
deem appropriate, continue to make its own decisions in taking or not taking 
action under or based upon this Agreement, any other Loan Document or related 
agreement or any document furnished hereunder or thereunder.

                            ARTICLE IX

                          MISCELLANEOUS

          SECTION 9.01.  NOTICES.  Except in the case of notices and other 
communications expressly permitted to be given by telephone, all notices and 
other communications provided for herein shall be in writing and shall be 
delivered by hand or overnight courier service, mailed by certified or 
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to Fleming Companies, Inc. at
     P.O. Box 26647, 6301 Waterford Boulevard, Oklahoma City,
     OK 73126, Attention of Mr. John M. Thompson (Telecopy
     No. (405) 840-7202) with a copy to McAfee & Taft A
     Professional Corporation at Two Leadership Square, 10th
     Floor, 211 North Robinson, Oklahoma City, OK 73102-7103,
     Attention of Brice Tarzwell, Esq. (Telecopy No. (405) 235-0439);

          (b) if to the Administrative Agent, to The Chase
     Manhattan Bank, Loan and Agency Services Group, One Chase
     Manhattan Plaza, 8th Floor, New York, New York 10081,
     Attention of Ms. Sandra 

                                       -68-

<PAGE>

     Miklave (Telecopy No. (212) 552-5658), with a copy to 
     The Chase Manhattan Bank, 2200 Ross Avenue, 3rd Floor, 
     Dallas, TX 75201, Attention of Mr. Matthew Hildreth 
     (Telecopy No. (214) 965-2044); 

          (c) if to the Issuing Banks, to them at (i) The Chase
     Manhattan Bank, Loan and Agency Services Group, One Chase
     Manhattan Plaza, 8th Floor, New York, NY 10081, Attention of
     Ms. Sandra Miklave (Telecopy No. (212) 552-5658), (ii) Bank
     of America National Trust and Savings Association, 333 Clay
     Street, Suite 4550, Houston, TX 77002, Attention of Mr.
     Steve Mernick (Telecopy No. (713) 651-4841) and
     (iii) Societe Generale, 2001 Ross Avenue, Suite 4800,
     Dallas, TX 75201, Attention of Mr. Richard M. Lewis
     (Telecopy No. (214) 979-1104);

          (d) if to the Swingline Lender, to The Chase Manhattan
     Bank, Loan and Agency Services Group, One Chase Manhattan
     Plaza, 8th Floor, New York, NY 10081, Attention of
     Ms. Sandra Miklave (Telecopy No. (212) 552-5658); and

          (e) if to any other Lender, to it at its address (or
     telecopy number) set forth in its Administrative
     Questionnaire.

Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other
parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of
receipt.

          SECTION 9.02.  WAIVERS; AMENDMENTS.  (a)  No failure or delay by 
the Administrative Agent, any Issuing Bank or any Lender in exercising any 
right or power hereunder or under any other Loan Document shall operate as a 
waiver thereof, nor shall any single or partial exercise of any such right or 
power, or any abandonment or discontinuance of steps to enforce such a right 
or power, preclude any other or further exercise thereof or the exercise of 
any other right or power.  The rights and remedies of the Administrative 
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan 
Documents are cumulative and are not exclusive of any rights or remedies that 
they would otherwise have.  No waiver of any provision of any Loan Document 
or consent to any departure by any Loan Party therefrom shall in any event be 
effective unless the same shall be permitted by paragraph (b) of this 
Section, and then such waiver or consent shall be effective only in the 
specific instance and for the purpose for which given.  Without limiting the 
generality of the foregoing, the making of a Loan or issuance of a Letter of 
Credit shall not be construed as a waiver of any Default, regardless of 
whether the Administrative Agent, any Lender or any Issuing Bank may have had 
notice or knowledge of such Default at the time.

          (b)  Neither this Agreement nor any other Loan Document nor any 
provision hereof or thereof may be waived, amended or modified except, in the 
case of this Agreement, pursuant to an agreement or agreements in writing 
entered into by the Borrower and the Required Lenders or, in the case of any 
other Loan Document, pursuant to an agreement or agreements in writing 
entered into by the Administrative 

                                       -69-

<PAGE>

Agent or Collateral Agent, as the case may be, and the Loan Party or Loan 
Parties that are parties thereto, in each case with the consent of the 
Required Lenders; PROVIDED that no such agreement shall (i) increase the 
Commitment of any Lender without the written consent of such Lender, (ii) 
reduce the principal amount of any Loan or LC Disbursement or reduce the rate 
of interest thereon, or reduce any fees payable hereunder, without the 
written consent of each Lender affected thereby, (iii) postpone the scheduled 
date of payment of the principal amount of any Loan or LC Disbursement, or 
any interest thereon, or any fees payable hereunder, or reduce the amount of, 
waive or excuse any such payment, or postpone the scheduled date of 
expiration of any Commitment, without the written consent of each Lender 
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would 
alter the pro rata sharing of payments required thereby, without the written 
consent of each Lender, (v) change any of the provisions of this Section or 
the definition of "Required Lenders" or any other provision of any Loan 
Document specifying the number or percentage of Lenders (or Lenders of any 
Class) required to waive, amend or modify any rights thereunder or make any 
determination or grant any consent thereunder, without the written consent of 
each Lender (or each Lender of such Class, as the case may be), (vi) release 
any Guarantor from its Guarantee under the Guarantee Agreement (except as 
expressly provided therein), or limit its liability in respect of such 
Guarantee, without the written consent of each Lender, (vii) release all or 
substantially all of the Collateral from the Liens of the Security Documents, 
without the written consent of each Lender or (viii) change any provisions of 
any Loan Document in a manner that by its terms adversely affects the rights 
in respect of payments due to Lenders holding Loans of any Class differently 
than those holding Loans of any other Class, without the written consent of 
Lenders holding a majority in interest of the outstanding Loans and unused 
Commitments of each affected Class; PROVIDED FURTHER that (A) no such 
agreement shall amend, modify or otherwise affect the rights or duties of the 
Administrative Agent, the Issuing Banks or the Swingline Lender without the 
prior written consent of the Administrative Agent, the Issuing Banks or the 
Swingline Lender, as the case may be, and (B) any waiver, amendment or 
modification of this Agreement that by its terms affects the rights or duties 
under this Agreement of the Revolving Lenders (but not the Term Lenders) or 
the Term Lenders (but not the Revolving Lenders) may be effected by an 
agreement or agreements in writing entered into by the Borrower and requisite 
percentage in interest of the affected Class of Lenders.

          SECTION 9.03.  EXPENSES; INDEMNITY; DAMAGE WAIVER. (a)  The 
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the 
Administrative Agent and its Affiliates, including the reasonable fees, 
charges and disbursements of counsel for the Administrative Agent, in 
connection with the syndication of the credit facilities provided for herein, 
the preparation and administration of the Loan Documents or any amendments, 
modifications or waivers of the provisions thereof (whether or not the 
transactions contemplated hereby or thereby shall be consummated), (ii) all 
reasonable out-of-pocket expenses incurred by the Issuing Banks in connection 
with the issuance, amendment, renewal or extension of any Letter of Credit or 
any demand for payment thereunder and (iii) all out-of-pocket expenses 

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<PAGE>

incurred upon an Event of Default by the Administrative Agent, any Issuing 
Bank or any Lender, including the fees, charges and disbursements of any 
counsel for the Administrative Agent, any Issuing Bank or any Lender, in 
connection with the enforcement or protection of its rights in connection 
with the Loan Documents, including its rights under this Section, or in 
connection with the Loans made or Letters of Credit issued hereunder, 
including all such out-of-pocket expenses incurred during any workout, 
restructuring or negotiations in respect of such Loans or Letters of Credit.

          (b)  The Borrower shall indemnify the Administrative Agent, each 
Issuing Bank and each Lender, and each Related Party of any of the foregoing 
Persons (each such Person being called an "INDEMNITEE") against, and hold 
each Indemnitee harmless from, any and all losses, claims, damages, 
liabilities and related expenses, including the fees, charges and 
disbursements of any counsel for any Indemnitee, incurred by or asserted 
against any Indemnitee arising out of, in connection with, or as a result of 
(i) the execution or delivery of any Loan Document or any other agreement or 
instrument contemplated hereby, the performance by the parties to the Loan 
Documents of their respective obligations thereunder or the consummation of 
the transactions contemplated hereby, (ii) any Loan or Letter of Credit or 
the use of the proceeds therefrom (including any refusal by any Issuing Bank 
to honor a demand for payment under a Letter of Credit if the documents 
presented in connection with such demand do not strictly comply with the 
terms of such Letter of Credit), (iii) any actual or alleged presence or 
release of Hazardous Materials on or from any property owned or operated by 
the Borrower or any of its Subsidiaries, or any Environmental Liability 
related in any way to the Borrower or any of its Subsidiaries, or (iv) any 
actual or prospective claim, litigation, investigation or proceeding relating 
to any of the foregoing, whether based on contract, tort or any other theory 
and regardless of whether any Indemnitee is a party thereto; PROVIDED that 
such indemnity shall not, as to any Indemnitee, be available to the extent 
that such losses, claims, damages, liabilities or related expenses resulted 
from the gross negligence or wilful misconduct of such Indemnitee.

          (c)  To the extent that the Borrower fails to pay any amount 
required to be paid by it to the Administrative Agent, an Issuing Bank or the 
Swingline Lender under paragraph (a) or (b) of this Section, each Lender 
severally agrees to pay to the Administrative Agent, such Issuing Bank or the 
Swingline Lender, as the case may be, such Lender's pro rata share 
(determined as of the time that the applicable unreimbursed expense or 
indemnity payment is sought) of such unpaid amount; PROVIDED that the 
unreimbursed expense or indemnified loss, claim, damage, liability or related 
expense, as the case may be, was incurred by or asserted against the 
Administrative Agent, such Issuing Bank or the Swingline Lender in its 
capacity as such.  For purposes hereof, a Lender's "pro rata share" shall be 
determined based upon its share of the sum of the total Revolving Exposures, 
outstanding Term Loans and unused Commitments at the time.  To the extent 
such amounts are later reimbursed by the Borrower, the Administrative Agent 
shall promptly reimburse the Lenders for the amount thereof.

          (d)  To the extent permitted by applicable law, the Borrower 

                                       -71-

<PAGE>

shall not assert, and hereby waives, any claim against any Indemnitee, on any 
theory of liability, for special, indirect, consequential or punitive damages 
(as opposed to direct or actual damages) arising out of, in connection with, 
or as a result of, this Agreement or any agreement or instrument contemplated 
hereby, the transactions contemplated hereby, any Loan or Letter of Credit or 
the use of the proceeds thereof.

          (e)  All amounts due under this Section shall be payable not later 
than 10 days after written demand therefor.

          SECTION 9.04.  SUCCESSORS AND ASSIGNS.  (a)  The provisions of this 
Agreement shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors and assigns permitted hereby 
(including any Affiliate of an Issuing Bank that issues any Letter of 
Credit), except that the Borrower may not assign or otherwise transfer any of 
its rights or obligations hereunder without the prior written consent of each 
Lender (and any attempted assignment or transfer by the Borrower without such 
consent shall be null and void).  Nothing in this Agreement, expressed or 
implied, shall be construed to confer upon any Person (other than the parties 
hereto, their respective successors and assigns permitted hereby (including 
any Affiliate of an Issuing Bank that issues any Letter of Credit) and, to 
the extent expressly contemplated hereby, the Related Parties of each of the 
Administrative Agent, the Issuing Banks and the Lenders) any legal or 
equitable right, remedy or claim under or by reason of this Agreement.

          (b)  Any Lender may assign to one or more assignees all or a 
portion of its rights and obligations under this Agreement (including all or 
a portion of its Commitment and the Loans at the time owing to it); PROVIDED  
that (i) except in the case of an assignment to a Lender or a Federal Reserve 
Bank, each of the Borrower and the Administrative Agent (and, in the case of 
an assignment of all or a portion of a Revolving Commitment or any Lender's 
obligations in respect of its LC Exposure or Swingline Exposure, the 
applicable Issuing Bank and the Swingline Lender as the case may be) must 
give their prior written consent to such assignment (which consent shall not 
be unreasonably withheld), (ii) except in the case of an assignment to a 
Lender or an Affiliate of a Lender or an assignment of the entire remaining 
amount of the assigning Lender's Commitment or Loans, the amount of the 
Commitment or Loans of the assigning Lender subject to each such assignment 
(determined as of the date the Assignment and Acceptance with respect to such 
assignment is delivered to the Administrative Agent) shall not be less than 
$10,000,000 unless each of the Borrower and the Administrative Agent 
otherwise consent, (iii) each partial assignment shall be made as an 
assignment of a proportionate part of all the assigning Lender's rights and 
obligations under this Agreement, except that this clause (iii) shall not be 
construed to prohibit the assignment of a proportionate part of all the 
assigning Lender's rights and obligations in respect of one Class of 
Commitments or Loans, (iv) the parties to each assignment shall execute and 
deliver to the Administrative Agent an Assignment and Acceptance, together 
with a processing and recordation fee of $3,500, and (v) the assignee, if it 
shall not be a Lender, shall 

                                       -72-

<PAGE>

deliver to the Administrative Agent an Administrative Questionnaire; and 
PROVIDED FURTHER that any consent of the Borrower otherwise required under 
this paragraph shall not be required if an Event of Default under clause (h) 
or (i) of Article VII has occurred and is continuing.  Subject to acceptance 
and recording thereof pursuant to paragraph (d) of this Section, from and 
after the effective date specified in each Assignment and Acceptance the 
assignee thereunder shall be a party hereto and, to the extent of the 
interest assigned by such Assignment and Acceptance, have the rights and 
obligations of a Lender under this Agreement, and the assigning Lender 
thereunder shall, to the extent of the interest assigned by such Assignment 
and Acceptance, be released from its obligations under this Agreement (and, 
in the case of an Assignment and Acceptance covering all of the assigning 
Lender's rights and obligations under this Agreement, such Lender shall cease 
to be a party hereto but shall continue to be entitled to the benefits of 
Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender 
of rights or obligations under this Agreement that does not comply with this 
paragraph shall be treated for purposes of this Agreement as a sale by such 
Lender of a participation in such rights and obligations in accordance with 
paragraph (e) of this Section.

          (c)  The Administrative Agent, acting for this purpose as an agent 
of the Borrower, shall maintain at one of its offices in The City of New York 
a copy of each Assignment and Acceptance delivered to it and a register for 
the recordation of the names and addresses of the Lenders, and the Commitment 
of, and principal amount of the Loans and LC Disbursements owing to, each 
Lender pursuant to the terms hereof from time to time (the "REGISTER").  The 
entries in the Register shall be conclusive, and the Borrower, the 
Administrative Agent, the Issuing Banks and the Lenders may treat each Person 
whose name is recorded in the Register pursuant to the terms hereof as a 
Lender hereunder for all purposes of this Agreement, notwithstanding notice 
to the contrary.  The Register shall be available for inspection by the 
Borrower, any Issuing Bank and any Lender, at any reasonable time and from 
time to time upon reasonable prior notice.

          (d)  Upon its receipt of a duly completed Assignment and Acceptance 
executed by an assigning Lender and an assignee, the assignee's completed 
Administrative Questionnaire (unless the assignee shall already be a Lender 
hereunder), the processing and recordation fee referred to in paragraph (b) 
of this Section and any written consent to such assignment required by 
paragraph (b) of this Section, the Administrative Agent shall accept such 
Assignment and Acceptance and record the information contained therein in the 
Register.  No assignment shall be effective for purposes of this Agreement 
unless it has been recorded in the Register as provided in this paragraph.

          (e)  Any Lender may, without the consent of the Borrower, the 
Administrative Agent, the Issuing Banks or the Swingline Lender, sell 
participations to one or more banks or other entities (a "PARTICIPANT") in 
all or a portion of such Lender's rights and obligations under this Agreement 
(including all or a portion of its Commitment and the Loans owing to it); 
PROVIDED that (i) such Lender's obligations under this Agreement shall remain 
unchanged, (ii) such 

                                       -73-

<PAGE>

Lender shall remain solely responsible to the other parties hereto for the 
performance of such obligations and (iii) the Borrower, the Administrative 
Agent, the Issuing Banks and the other Lenders shall continue to deal solely 
and directly with such Lender in connection with such Lender's rights and 
obligations under this Agreement.  Any agreement or instrument pursuant to 
which a Lender sells such a participation shall provide that such Lender 
shall retain the sole right to enforce the Loan Documents and to approve any 
amendment, modification or waiver of any provision of the Loan Documents; 
PROVIDED that such agreement or instrument may provide that such Lender will 
not, without the consent of the Participant, agree to any amendment, 
modification or waiver described in the first proviso to Section 9.02(b) that 
affects such Participant.  Subject to paragraph (f) of this Section, the 
Borrower agrees that each Participant shall be entitled to the benefits of 
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and 
had acquired its interest by assignment pursuant to paragraph (b) of this 
Section.  To the extent permitted by law, each Participant also shall be 
entitled to the benefits of Section 9.08 as though it were a Lender, provided 
such Participant agrees to be subject to Section 2.18(c) as though it were a 
Lender.

          (f)  A Participant shall not be entitled to receive any greater 
payment under Section 2.15 or 2.17 than the applicable Lender would have been 
entitled to receive with respect to the participation sold to such 
Participant, unless the sale of the participation to such Participant is made 
with the Borrower's prior written consent.  A Participant that would be a 
Foreign Lender if it were a Lender shall not be entitled to the benefits of 
Section 2.17 unless the Borrower is notified of the participation sold to 
such Participant and such Participant agrees, for the benefit of the 
Borrower, to comply with Section 2.17(e) as though it were a Lender.

          (g)  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.

          SECTION 9.05.  SURVIVAL.  All covenants, agreements, 
representations and warranties made by the Loan Parties in the Loan Documents 
and in the certificates or other instruments delivered in connection with or 
pursuant to this Agreement or any other Loan Document shall be considered to 
have been relied upon by the other parties hereto and shall survive the 
execution and delivery of the Loan Documents and the making of any Loans and 
issuance of any Letters of Credit, regardless of any investigation made by 
any such other party or on its behalf and notwithstanding that the 
Administrative Agent, any Issuing Bank or any Lender may have had notice or 
knowledge of any Default or incorrect representation or warranty at the time 
any credit is extended hereunder, and shall continue in full force and 

                                       -74-

<PAGE>

effect as long as the principal of or any accrued interest on any Loan or any 
fee or any other amount payable under this Agreement is outstanding and 
unpaid or any Letter of Credit is outstanding and so long as the Commitments 
have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 
and 9.03 and Article VIII shall survive and remain in full force and effect 
regardless of the consummation of the transactions contemplated hereby, the 
repayment of the Loans, the expiration or termination of the Letters of 
Credit and the Commitments or the termination of this Agreement or any 
provision hereof.

          SECTION 9.06.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.  This 
Agreement may be executed in counterparts (and by different parties hereto on 
different counterparts), each of which shall constitute an original, but all 
of which when taken together shall constitute a single contract.  This 
Agreement, the other Loan Document and any separate letter agreements with 
respect to fees payable to the Administrative Agent constitute the entire 
contract among the parties relating to the subject matter hereof and 
supersede any and all previous agreements and understandings, oral or 
written, relating to the subject matter hereof.  Except as provided in 
Section 4.01, this Agreement shall become effective when it shall have been 
executed by the Administrative Agent and when the Administrative Agent shall 
have received counterparts hereof which, when taken together, bear the 
signatures of each of the other parties hereto, and thereafter shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and assigns.  Delivery of an executed counterpart of a 
signature page of this Agreement by telecopy shall be effective as delivery 
of a manually executed counterpart of this Agreement.

          SECTION 9.07.  SEVERABILITY.  Any provision of this Agreement held 
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such invalidity, illegality or 
unenforceability without affecting the validity, legality and enforceability 
of the remaining provisions hereof; and the invalidity of a particular 
provision in a particular jurisdiction shall not invalidate such provision in 
any other jurisdiction.

          SECTION 9.08.  RIGHT OF SETOFF.  If an Event of Default shall have 
occurred and be continuing, each Lender and each of its Affiliates is hereby 
authorized at any time and from time to time, to the fullest extent permitted 
by law, to set off and apply any and all deposits (general or special, time 
or demand, provisional or final) at any time held and other obligations at 
any time owing by such Lender or Affiliate to or for the credit or the 
account of the Borrower against any of and all the obligations of the 
Borrower now or hereafter existing under this Agreement held by such Lender, 
irrespective of whether or not such Lender shall have made any demand under 
this Agreement and although such obligations may be unmatured.  The rights of 
each Lender under this Section are in addition to other rights and remedies 
(including other rights of setoff) which such Lender may have.

                                       -75-

<PAGE>

          SECTION 9.09.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF 
PROCESS.  (a)  This Agreement shall be construed in accordance with and 
governed by the law of the State of New York.

          (b)  The Borrower hereby irrevocably and unconditionally submits, 
for itself and its property, to the nonexclusive jurisdiction of the Supreme 
Court of the State of New York sitting in New York County and of the United 
States District Court of the Southern District of New York, and any appellate 
court from any thereof, in any action or proceeding arising out of or 
relating to any Loan Document, or for recognition or enforcement of any 
judgment, and each of the parties hereto hereby irrevocably and 
unconditionally agrees that all claims in respect of any such action or 
proceeding may be heard and determined in such New York State or, to the 
extent permitted by law, in such Federal court.  Each of the parties hereto 
agrees that a final judgment in any such action or proceeding shall be 
conclusive and may be enforced in other jurisdictions by suit on the judgment 
or in any other manner provided by law.  Nothing in this Agreement or any 
other Loan Document shall affect any right that the Administrative Agent, any 
Issuing Bank or any Lender may otherwise have to bring any action or 
proceeding relating to this Agreement or any other Loan Document against the 
Borrower or its properties in the courts of any jurisdiction.

          (c)  The Borrower hereby irrevocably and unconditionally waives, to 
the fullest extent it may legally and effectively do so, any objection which 
it may now or hereafter have to the laying of venue of any suit, action or 
proceeding arising out of or relating to this Agreement or any other Loan 
Document in any court referred to in paragraph (b) of this Section.  Each of 
the parties hereto hereby irrevocably waives, to the fullest extent permitted 
by law, the defense of an inconvenient forum to the maintenance of such 
action or proceeding in any such court.

          (d)  Each party to this Agreement irrevocably consents to service 
of process in the manner provided for notices in Section 9.01.  Nothing in 
this Agreement or any other Loan Document will affect the right of any party 
to this Agreement to serve process in any other manner permitted by law.

          SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY 
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY 
HAVE TO A TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY 
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE 
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY 
OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT 
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT 
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE 
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO 
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE 
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11.  HEADINGS.  Article and Section headings and the 
Table of Contents used herein are for convenience of reference 

                                       -76-

<PAGE>

only, are not part of this Agreement and shall not affect the construction 
of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12.  CONFIDENTIALITY.  The  Administrative Agent, each 
Issuing Bank and each Lender agrees to maintain the confidentiality of the 
Information (as defined below), except that Information may be disclosed (a) 
to its and its Affiliates' directors, officers, employees and agents, 
including accountants, legal counsel and other advisors (it being understood 
that the Persons to whom such disclosure is made will be informed of the 
confidential nature of such Information and instructed to keep such 
Information confidential), (b) to the extent requested by any Governmental 
Authority, (c) to the extent required by applicable laws or regulations or by 
any subpoena or similar legal process, (d) to any other party to this 
Agreement, (e) in connection with the exercise of any remedies hereunder or 
any suit, action or proceeding relating to this Agreement or any other Loan 
Document or the enforcement of rights hereunder or thereunder, (f) subject to 
an agreement containing provisions substantially the same as those of this 
Section, to any assignee of or Participant in, or any prospective assignee of 
or Participant in, any of its rights or obligations under this Agreement, (g) 
with the consent of the Borrower or (h) to the extent such Information (i) 
becomes publicly available other than as a result of a breach by it of this 
Section or (ii) becomes available to it on a nonconfidential basis from a 
source other than the Borrower.  For the purposes of this Section, 
"INFORMATION" means all information received from the Borrower and relating 
to the business and affairs of Borrower or any Subsidiary, other than any 
such information that is available to the Administrative Agent, any Issuing 
Bank or any Lender on a nonconfidential basis prior to disclosure by the 
Borrower or any Subsidiary; PROVIDED that, in the case of information 
received from the Borrower or any Subsidiary after the date hereof, such 
information is clearly identified at the time of delivery as confidential.  
Any Person required to maintain the confidentiality of Information as 
provided in this Section shall be considered to have complied with its 
obligation to do so if such Person has exercised the same degree of care to 
maintain the confidentiality of such Information as such Person would accord 
to its own confidential information.  The provisions of this Section shall 
supersede and replace any confidentiality agreement heretofore delivered to 
the Borrower by the Administrative Agent, any Issuing Bank or any Lender.

                                       -77-

<PAGE>

          SECTION 9.13.  INTEREST RATE LIMITATION. Notwithstanding anything 
herein to the contrary, if at any time the interest rate applicable to any 
Loan, together with all fees, charges and other amounts which are treated as 
interest on such Loan under applicable law (collectively the "CHARGES"), 
shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may be 
contracted for, charged, taken, received or reserved by the Lender holding 
such Loan in accordance with applicable law, the rate of interest payable in 
respect of such Loan hereunder, together with all Charges payable in respect 
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the 
interest and Charges that would have been payable in respect of such Loan but 
were not payable as a result of the operation of this Section shall be 
cumulated and the interest and Charges payable to such Lender in respect of 
other Loans or periods shall be increased (but not above the Maximum Rate 
therefor) until such cumulated amount, together with interest thereon at the 
Federal Funds Effective Rate to the date of repayment, shall have been 
received by such Lender.

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

FLEMING COMPANIES, INC.

     by
           /s/ John M. Thompson                                  
          --------------------------------------------------
          Name:  John M. Thompson
          Title: Vice President and
                 Treasurer


THE CHASE MANHATTAN BANK, individually and as Administrative Agent,

     by
           /s/ Marian N. Schulman                                
          --------------------------------------------------
          Name:  Marian N. Schulman
          Title: Vice President


BANCAMERICA SECURITIES, INC., as Syndication Agent,

     by
           /s/ Robert Karen                                      
          --------------------------------------------------
          Name:  Robert Karen
          Title: Vice President



BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

     by
           /s/ J. Stephen Mernick                                
          --------------------------------------------------
          Name:  J. Stephen Mernick

                                       -78-

<PAGE>

          Title: Senior Vice President


BANK OF HAWAII,

     by
           /s/ Kenneth M. Loveless                               
          --------------------------------------------------
          Name:  Kenneth M. Loveless
          Title: Assistant Vice President


BANK OF MONTREAL,

     by
           /s/ Julia B. Buthman                                  
          --------------------------------------------------
          Name:  Julia B. Buthman
          Title: Managing Director


BANK OF SCOTLAND,

     by
           /s/ Janet Taffe                                       
          --------------------------------------------------
          Name:  Janet Taffe
          Title: Assistant Vice President


COMERICA BANK,

     by
           /s/ Reginald M. Goldsmith, III                        
          --------------------------------------------------
          Name:  Reginald M. Goldsmith, III
          Title: Vice President


CREDIT LYONNAIS, NEW YORK BRANCH,

     by
           /s/ Robert Ivosevich                                  
          --------------------------------------------------
          Name:  Robert Ivosevich
          Title: Senior Vice President


THE DAI-ICHI KANGYO BANK, LIMITED,

     by
           /s/ Masayoshi Komaki                                  
          --------------------------------------------------
          Name:  Masayoshi Komaki
          Title: Vice President


FIRST HAWAIIAN BANK,

     by
           /s/ Travis Ruetenik                                   
          --------------------------------------------------
          Name:  Travis Ruetenik
          Title: Corporate Banking Officer

                                       -79-

<PAGE>

THE FUJI BANK, LIMITED, HOUSTON AGENCY

     by
           /s/ Philip C. Lauinger III                            
          Name:  Philip C. Lauinger III
          --------------------------------------------------
          Title: Vice President &
          Manager


LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A.,

     by
           /s/ Mark C. Demos                                     
          --------------------------------------------------
          Name:  Mark C. Demos
          Title: Vice President


THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,

     by
           /s/ Sadao Muraoka                                     
          --------------------------------------------------
          Name:  Sadao Muraoka
          Title: Head of Southwest Region


MANUFACTURERS AND TRADERS TRUST COMPANY,

     by
           /s/ Geoffrey R. Fenn                                  
          --------------------------------------------------
          Name:  Geoffrey R. Fenn
          Title: Vice President


MEESPIERSON N.V.,

     by
           /s/ Karel Louman                                      
          --------------------------------------------------
          Name:  Karel Louman
          Title: Senior Vice President


THE MITSUBISHI TRUST & BANKING CORPORATION, CHICAGO BRANCH,

     by
           /s/ Hachiro Rosoda                                    
          --------------------------------------------------
          Name:  Mr. Hachiro Rosoda
          Title: Deputy General Manager


                                       -80-

<PAGE>

NATIONAL BANK OF CANADA,

     by
           /s/ Larry L. Sears                                    
          --------------------------------------------------
          Name:  Larry L. Sears
          Title: Group Vice President


     by
           /s/ Randall K. Wilhoit                                
          --------------------------------------------------
          Name: Randall K. Wilhoit
          Title: Vice President


NATIONAL CITY BANK KENTUCKY,

     by
           /s/ Todd W. Ethington                                 
          --------------------------------------------------
          Name:  Todd W. Ethington
          Title: Vice President


THE SANWA BANK, LIMITED,

     by
           /s/ Matthew G. Patrick                                
          --------------------------------------------------
          Name:  Matthew G. Patrick
          Title: Vice President



THE SUMITOMO BANK OF CALIFORNIA,

     by
           /s/ Shuji Ito                                         
          --------------------------------------------------
          Name:  Shuji Ito
          Title: Vice President


THE SUMITOMO BANK, LIMITED,

     by
           /s/ Harumitsu Seki                                    
          --------------------------------------------------
          Name:  Harumitsu Seki
          Title: General Manager


THE SUMITOMO TRUST AND BANKING
CO., LTD., NEW YORK BRANCH,

     by
           /s/ Suraj Bhatia                                      
          --------------------------------------------------
          Name:  Suraj Bhatia
          Title: Senior Vice President


                                       -81-

<PAGE>

TRANSAMERICA BUSINESS CREDIT CORPORATION,

     by
           /s/ Steven Fischer                                    
          --------------------------------------------------
          Name:  Steven Fischer
          Title: Senior Vice President


VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST,

     by
           /s/ Jeffrey W. Maillet                                
          --------------------------------------------------
          Name:  Jeffrey W. Maillet
          Title: Senior Vice President & Director




                                       -82-