<PAGE>

                                                                   EXHIBIT 10.11

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                           MONRO MUFFLER BRAKE, INC.,
                                    Borrower

                              JPMORGAN CHASE BANK,
                                      Agent

                              FLEET NATIONAL BANK,
                                Syndication Agent

                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders

                         SENIOR SECURED CREDIT FACILITY

                                 MARCH 19, 2003

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                           Page
                                                                                           ----
<S>       <C>                                                                              <C>
SECTION 1 DEFINITIONS AND TERMS ........................................................     1
    1.1   Definitions ..................................................................     1
    1.2   Number and Gender of Words ...................................................    13
    1.3   Accounting Principles ........................................................    13
SECTION 2 COMMITMENT ...................................................................    14
    2.1   Facility A ...................................................................    14
    2.2   Borrowing Procedure ..........................................................    14
    2.3   LC Subfacility ...............................................................    15
    2.4   Swing Line Subfacility .......................................................    18
    2.5   Termination ..................................................................    18
SECTION 3 TERMS OF PAYMENT .............................................................    19
    3.1   Notes and Payments ...........................................................    19
    3.2   Interest and Principal Payments ..............................................    19
    3.3   Interest Options .............................................................    20
    3.4   Quotation of Rates ...........................................................    21
    3.5   Default Rate .................................................................    21
    3.6   Interest Recapture ...........................................................    21
    3.7   Interest Calculations ........................................................    21
    3.8   Maximum Rate .................................................................    21
    3.9   Interest Periods .............................................................    22
    3.10  Conversions ..................................................................    22
    3.11  Order of Application .........................................................    22
    3.12  Sharing of Payments, Etc .....................................................    22
    3.13  Offset .......................................................................    23
    3.14  Booking Borrowings ...........................................................    23
    3.15  Basis Unavailable or Inadequate for LIBOR ....................................    23
    3.16  Additional Costs .............................................................    23
    3.17  Change in Laws ...............................................................    24
    3.18  Funding Loss .................................................................    24
    3.19  Foreign Lenders ..............................................................    25
SECTION 4 FEES .........................................................................    25
    4.1   Treatment of Fees ............................................................    25
    4.2   Intentionally Omitted ........................................................    25
    4.3   LC Fees ......................................................................    25
    4.4   Facility A Commitment Fee ....................................................    25
SECTION 5 SECURITY .....................................................................    26
    5.1   Intentionally Omitted ........................................................    26
    5.2   Collateral ...................................................................    26
    5.3   Additional Security and Guaranties ...........................................    26
    5.4   Financing Statements .........................................................    26
SECTION 6 CONDITIONS PRECEDENT .........................................................    26
    6.1   Payment of Facility B ........................................................    26
    6.2   Initial Borrowing or LC ......................................................    26
    6.3   All Borrowings or LCs ........................................................    26
</Table>

                                       i
<PAGE>

<Table>
<S>       <C>                                                                              <C>
    6.4   Materiality of Conditions ....................................................    27
    6.5   Waiver .......................................................................    27
SECTION 7 REPRESENTATIONS AND WARRANTIES ...............................................    27
    7.1   Purpose of Credit Facility ...................................................    27
    7.2   Corporate Existence, Good Standing, Authority, and Compliance ................    27
    7.3   Subsidiaries .................................................................    27
    7.4   Authorization and Contravention ..............................................    28
    7.5   Binding Effect ...............................................................    28
    7.6   Financial Statements; Fiscal Year ............................................    28
    7.7   Litigation ...................................................................    28
    7.8   Taxes ........................................................................    28
    7.9   Environmental Matters ........................................................    28
    7.10  Employee Plans ...............................................................    29
    7.11  Properties; Liens ............................................................    29
    7.12  Location; Real Estate Interests ..............................................    29
    7.13  Government Regulations .......................................................    29
    7.14  Transactions with Affiliates .................................................    29
    7.15  Debt .........................................................................    29
    7.16  Material Agreements ..........................................................    29
    7.17  Insurance ....................................................................    30
    7.18  Labor Matters ................................................................    30
    7.19  Solvency .....................................................................    30
    7.20  Trade Names ..................................................................    30
    7.21  Intellectual Property ........................................................    30
    7.22  Full Disclosure ..............................................................    30
SECTION 8 AFFIRMATIVE COVENANTS ........................................................    30
    8.1   Items to be Furnished ........................................................    30
    8.2   Use of Proceeds ..............................................................    32
    8.3   Books and Records ............................................................    32
    8.4   Inspections ..................................................................    32
    8.5   Taxes ........................................................................    32
    8.6   Payment of Obligations .......................................................    32
    8.7   Expenses .....................................................................    32
    8.8   Maintenance of Existence, Assets, and Business ...............................    32
    8.9   Insurance ....................................................................    32
    8.10  Preservation and Protection of Rights ........................................    33
    8.11  Environmental Laws ...........................................................    33
    8.12  Subsidiaries .................................................................    33
    8.13  Indemnification ..............................................................    33
    8.14  Further Assurances ...........................................................    34
    8.15  Change of Control ............................................................    34
SECTION 9 NEGATIVE COVENANTS ...........................................................    34
    9.1   Taxes ........................................................................    34
    9.2   Payment of Obligations .......................................................    34
    9.3   Employee Plans ...............................................................    34
    9.4   Debt and Debt Instruments ....................................................    34
    9.5   Liens ........................................................................    34
    9.6   Transactions with Affiliates .................................................    35
    9.7   Compliance with Laws and Documents ...........................................    35
    9.8   Loans, Advances and Investments ..............................................    35
</Table>

                                       ii
<PAGE>

<Table>
<S>       <C>                                                                              <C>
    9.9   Dividends and Distributions ..................................................    35
    9.10  Sale of Assets ...............................................................    35
    9.11  Mergers and Dissolutions .....................................................    36
    9.12  Assignment ...................................................................    36
    9.13  Fiscal Year and Accounting Methods ...........................................    36
    9.14  New Businesses ...............................................................    36
    9.15  Government Regulations .......................................................    36
    9.16  Leases; Sale-Leasebacks ......................................................    36
    9.17  Subsidiaries .................................................................    37
SECTION 10 FINANCIAL COVENANTS .........................................................    37
SECTION 11 DEFAULT .....................................................................    38
   11.1   Payment of Obligation ........................................................    38
   11.2   Covenants ....................................................................    38
   11.3   Debtor Relief ................................................................    38
   11.4   Judgments and Attachments ....................................................    38
   11.5   Government Action ............................................................    38
   11.6   Misrepresentation ............................................................    38
   11.7   [Intentionally Omitted] ......................................................    38
   11.8   Material Adverse Event .......................................................    38
   11.9   Default Under Other Agreements ...............................................    38
   11.10  LCs ..........................................................................    39
   11.11  Validity and Enforceability of Loan Papers ...................................    39
   11.12  Employee Benefit Plans .......................................................    39
SECTION 12 RIGHTS AND REMEDIES .........................................................    39
   12.1   Remedies Upon Default ........................................................    39
   12.2   Company Waivers ..............................................................    40
   12.3   Performance by Agent .........................................................    40
   12.4   Not in Control ...............................................................    40
   12.5   Course of Dealing ............................................................    40
   12.6   Cumulative Rights ............................................................    40
   12.7   Application of Proceeds ......................................................    40
   12.8   Diminution in Value of Collateral ............................................    41
   12.9   Certain Proceedings ..........................................................    41
   12.10  Change of Control ............................................................    41
SECTION 13 AGREEMENT AMONG LENDERS .....................................................    41
   13.1   Agent ........................................................................    41
   13.2   Expenses .....................................................................    42
   13.3   Proportionate Absorption of Losses ...........................................    42
   13.4   Delegation of Duties; Reliance ...............................................    43
   13.5   Limitation of Agent's Liability ..............................................    43
   13.6   Default; Collateral ..........................................................    44
   13.7   Limitation of Liability ......................................................    44
   13.8   Relationship of Lenders ......................................................    44
   13.9   Collateral Matters ...........................................................    44
   13.10  Benefits of Agreement ........................................................    45
SECTION 14 MISCELLANEOUS ...............................................................    45
   14.1   Headings .....................................................................    45
   14.2   Nonbusiness Days; Time .......................................................    45
   14.3   Communications ...............................................................    46
   14.4   Form and Number of Documents .................................................    46
</Table>

                                      iii
<PAGE>

<Table>
<S>       <C>                                                                              <C>
   14.5   Exceptions to Covenants ......................................................    46
   14.6   Survival .....................................................................    46
   14.7   Governing Law ................................................................    46
   14.8   Invalid Provisions ...........................................................    46
   14.9   Venue; Service of Process; Jury Trial ........................................    46
   14.10  Amendments, Consents, Conflicts, and Waivers .................................    47
   14.11  Multiple Counterparts ........................................................    48
   14.12  Successors and Assigns; Participations .......................................    48
   14.13  Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances...    50
   14.14  Confidentiality ..............................................................    50
   14.15  Entirety .....................................................................    50
</Table>

                                       iv
<PAGE>

                             SCHEDULES AND EXHIBITS
                             ----------------------
<Table>
<S>                  <C>
Schedule 1           Parties, Addresses, Committed Sums and Wiring Information
Schedule 6           Conditions Precedent
Schedule 7.2         Jurisdictions of Incorporation and Business
Schedule 7.3         Corporate Structure
Schedule 7.7         Litigation
Schedule 7.9         Environmental Matters
Schedule 7.11        Permitted Liens
Schedule 7.12        Chief Executive Office, Location of Material Assets and Real Estate Interests
Schedule 7.14        Transactions with Affiliates
Schedule 7.15        Permitted Debt
Schedule 7.16        Material Agreements
Schedule 7.21        Intellectual Property
Schedule 9.10        Existing Sale\Leaseback Properties

Exhibit A            Facility A Note
Exhibit B            Swing Line Note
Exhibit C            LC Request
Exhibit D            Borrowing Request
Exhibit E            Conversion Request
Exhibit F            Compliance Certificate
Annex I              Financial Covenants Calculation Worksheet
Exhibit G            Assignment
Exhibit H            Form of Guaranty
</Table>

                                       v
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March
19, 2003, (the "EFFECTIVE DATE") among Monro Muffler Brake, Inc., a New York
corporation ("BORROWER"), Lenders (defined below), JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Agent for itself and the other Lenders,
and Fleet National Bank, as Syndication Agent.

                                    RECITALS

         WHEREAS, Borrower and the Lenders previously entered into that certain
Credit Agreement, dated as of September 15, 1998, as amended by that certain
First Amendment to Credit Agreement effective as of May 31, 1999, as amended by
that certain Second Amendment to Credit Agreement effective as of May 17, 2001,
and as amended by that certain Third Amendment to Credit Agreement effective as
of September 28, 2002 (as amended, restated, modified, or supplemented, the
"CREDIT AGREEMENT").

         WHEREAS, the Credit Agreement created a revolving facility of
$77,767,300 and a term loan in a principal amount of $25,000,000 ("FACILITY B");

         WHEREAS, Borrower wishes to pay Facility B in full;

         WHEREAS, Borrower wishes to extend the term of Facility A to September
30, 2006 and increase the available borrowing thereunder up to the principal
amount of $83,441,400.08 ("FACILITY A");

         WHEREAS, Lenders are willing to extend and increase the requested
credit subject to certain terms and conditions of this Agreement; and

         WHEREAS, Lenders and Borrower wish to evidence the agreed upon terms
and conditions by amending and restating the Credit Agreement and executing this
Agreement in full substitution and replacement thereof.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the undersigned parties agree as follows:

SECTION 1 DEFINITIONS AND TERMS.

       1.1 Definitions. As used in the Loan Papers:

       ABR means, for any day, the highest of (a) the Federal Funds Rate plus
fifty (50) basis points or (b) the Prime Rate.

       ABR BORROWING means a Borrowing bearing interest at the sum of the ABR
plus the Applicable Margin.

       ACCOUNTANTS mean Pricewaterhouse Coopers, LLP or other firm of
independent public accountants of nationally recognized standing retained by
Borrower or any other firm acceptable to the Lenders.

Amended and Restated Credit Agreement- Page 1

<PAGE>

       ACQUISITION means the acquisition or purchase by Borrower (whether in one
or more separate transactions contemplated as part of the same transaction) of
assets, including without limitation, stock, partnership, securities, or other
interest in any other Person; excluding however, assets purchased in the
ordinary course of business which are budgeted as part of the Borrower's annual
capital expenditure budget.

       ADJUSTED DEBT means Funded Debt, plus the product of eight (8) times
Rental Payments.

       AFFILIATE means, as to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person or any Subsidiary of such Person. The
term "control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether as
general partner, through ownership of a Control Percentage of such Person or the
general partner of such Person, by contract or otherwise.

       AGENT means JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), a national banking association, and its successor or successors as
administrative agent for Lenders under this Agreement.

       AGREEMENT means this Amended and Restated Credit Agreement, as amended,
supplemented, or restated from time to time in accordance with SECTION 14.10.

       APPLICABLE MARGIN means at all times during the applicable periods set
forth below: (a) with respect to all LIBOR Rate Borrowings, the applicable
percentage set forth below in the column entitled "Applicable Margin for LIBOR
Rate Borrowings"; (b) with respect to all ABR Borrowings, the applicable
percentage set forth below in the column entitled "Applicable Margin for ABR
Borrowings"; and (c) with respect to the Commitment Fee, the applicable
percentage set forth below in the column entitled "Applicable Margin for
Commitment Fee." If, on December 31 of any year, the Net Income for the prior 12
months is less than (i) $8,500,000, the applicable percentages set forth below
in the columns entitled "Applicable Margin for LIBOR Rate Borrowings" and
"Applicable Margin for ABR Borrowings" shall each increase by 50 bps at every
level for the next 12 month period, or (ii) $7,000,000, the applicable
percentages set forth below in the columns entitled "Applicable Margin for LIBOR
Rate Borrowings" and "Applicable Margin for ABR Borrowings" shall each increase
by 100 bps at every level for the next 12 month period; provided however, if on
December 31 of any year, Net Income increases above $8,500,000, the applicable
percentages set forth below shall apply.

<Table>
<Caption>
                         Applicable
                         Margin for        Applicable          Applicable
                         LIBOR Rate        Margin for          Margin for
     Period              Borrowings      ABR Borrowings      Commitment Fee
-------------------      ----------      --------------      --------------
<S>                      <C>             <C>                 <C>
When the AD < 2.50x          100 bp                0 bp               20 bp
When the AD > 2.50x          125 bp                0 bp               25 bp
When the AD > 3.00x          150 bp                0 bp               30 bp
When the AD > 3.50x          175 bp               25 bp             37.5 bp
When the AD > 4.00x          200 bp               50 bp             37.5 bp
</Table>

Amended and Restated Credit Agreement- Page 2

<PAGE>

       Definition: "AD" is the abbreviation for Adjusted Debt/EBITDAR Ratio.

       Adjusted Debt and EBITDAR are calculated for the most recently-completed
Four Quarter Period and the ratio of Adjusted Debt to EBITDAR is calculated as
of the last day of such Four Quarter Period. The Applicable Margin, as adjusted
to reflect such calculations, shall become effective on the date of receipt by
the Agent of the Compliance Certificate applicable to such Four Quarter Period.
If Borrower fails to timely furnish to Agent the Current Financials and any
related Compliance Certificate or, if for some other reason, a new Applicable
Margin for a current period cannot be calculated, then the Applicable Margin in
effect on the last day of the last Four Quarter Period for which the ratio of
Adjusted Debt to EBITDAR was calculated shall remain in effect until a new
Applicable Margin can be calculated, which new Applicable Margin shall become
effective as provided in the immediately preceding sentence.

       ARRANGER means JPMorgan Chase Bank, as Arranger and book manager.

       BORROWER is defined in the preamble to this Agreement.

       BORROWING means (without duplication) any amount disbursed by (a) one or
more Lenders to or on behalf of Borrower under the Loan Papers, whether such
amount constitutes an original disbursement of funds, the continuation of an
amount outstanding under Facility A or Facility B or under the Swing Line
Subfacility or the financing of a LC reimbursement obligation under Facility A
or (b) any Lender in accordance with, and to satisfy the obligations of any
Company under, any Loan Paper.

       BORROWING DATE means for any Borrowing the date for which funds are
requested by Borrower.

       BORROWING REQUEST means a request substantially in the form of the
attached EXHIBIT D.

       BRAZOS FACILITY means that certain operating lease facility of Borrower
with Monro Leasing, LLC, as lessee, and Brazos Automotive Properties, L.P., as
lessor, and any amendments , restatements, or supplements thereto.

       BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day that commercial banks are authorized by Law to be
closed in New York, New York and (b) for purposes of any LIBOR Rate Borrowing, a
day that satisfies the requirements of clause (a) and is a day that commercial
banks are open for domestic or international business in London.

       CAPEX means, for any Four Quarter Period, capital expenditures for fixed
or capital assets that are required to be capitalized on a balance sheet
prepared in accordance with GAAP minus any net proceeds of allowable
sale/leasebacks permitted by SECTIONS 9.10 OR 9.16 minus (without duplication)
any capital expenditures incurred for equipment purchased and then sold within
one year of acquisition to Citizens Bank of Massachusetts pursuant to the
sale/leaseback facility described and permitted pursuant to SECTION 9.10 minus
the properties purchased by Borrower from the Brazos Facility on the Effective
Date.

       CAPITALIZED LEASE means any lease the obligation for Rental Payments with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

       CASH EQUIVALENTS means (a) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government of any agency thereof;

Amended and Restated Credit Agreement- Page 3

<PAGE>

(b) certificates of deposit, time deposits, overnight bank deposits, bankers
acceptances and repurchase agreements of any commercial bank which has capital
and surplus in excess of $100,000,000 having maturities of one year or less from
the date of acquisition; (c) commercial paper of an issuer rated at least A-2 by
Standard & Poor's Ratings Group or P-2 by Moody's Investors Service, Inc., or
carrying an equivalent rating by a nationally recognized rating agency if both
of the two named rating agencies cease publishing ratings of investments; (d)
money market accounts or funds with or issued by "QUALIFIED ISSUERS"; (e)
repurchase obligations with a term of not more than 90 days for underlying
securities of the types described in clause (a) above entered into with any bank
meeting the qualifications specified in clause (b) above; (f) demand deposit
accounts maintained in the ordinary course of business with any bank, or with
any bank that is not a bank, not in excess of $100,000 in the aggregate on
deposit with any such bank; and (g) marketable securities of the same or similar
type as owned by Borrower as of December 31, 2002, the aggregate actual purchase
price of which shall not exceed $100,000 at any time.

       CHANGE OF CONTROL shall mean the occurrence of one or more of the
following: (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any person or group, other than the Ownership
Group, of (i) shares representing more than thirty-five percent (35%) of the
Common Stock, issued and outstanding at any time or (ii) more than sixty percent
(60%) of the Preferred Stock, issued and outstanding at any time; or (b) the
occupancy of a majority of the seats (other than vacant seats) on the board of
directors of Borrower or any Subsidiary of Borrower by persons who were neither
(i) nominated by the board of directors of Borrower nor (ii) appointed by
directors so nominated. As used in this definition of "CHANGE OF CONTROL," terms
defined in the Securities Exchange Act of 1934 or the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof shall have
the respective meanings ascribed to them therein.

       CLOSING DATE means September 15, 1998.

       CODE means the Internal Revenue Code of 1986, as amended from time to
time, and related rules and regulations promulgated thereunder by the Internal
Revenue Service.

       COLLATERAL is defined in SECTION 5.2.

       COMMITMENT FEE is defined in SECTION 4.4.

       COMMITMENT USAGE means, at any time, for each Lender, its Facility A
Commitment Usage.

       COMMITTED SUM means, with respect to each Lender, the several obligation
of such Lender to lend to Borrower one or more Borrowings in the aggregate
principal amounts (which amount is subject to reduction and cancellation as
provided in this Agreement, including, without limitation, the provisions of
SECTION 2.1.1) stated beside such Lender's name for Facility A on SCHEDULE 1 as
most recently amended under this Agreement.

       COMMON STOCK means the Borrower's common stock, $.01 par value per share.

       COMPANY OR COMPANIES means, at any time, Borrower and each of its
Subsidiaries.

       COMPLIANCE CERTIFICATE means a certificate substantially in the form of
the attached EXHIBIT F and signed by a Responsible Officer.

       CONTROL PERCENTAGE means, with respect to any Person (a) in the case of a
corporation, the percentage of the outstanding capital stock of such Person
having ordinary voting power which gives the

Amended and Restated Credit Agreement- Page 4

<PAGE>

direct or indirect holder of such stock the power to elect a majority of the
Board of Directors of such Person and (b) in the case of a limited partnership,
the percentage of the outstanding limited partnership interests of such Person
which gives the direct or indirect holder of such limited partnership interests
the power to remove the general partner or partners of such Person or to take
actions reserved for the limited partners under the applicable limited
partnership act.

       CONVERSION REQUEST means a request substantially in the form of the
attached EXHIBIT E.

       CURRENT FINANCIALS means, at any time, the consolidated Financial
Statements of Borrower and its Subsidiaries most recently delivered to Agent
under SECTIONS 8.1(a) or 8.1(b), as the case may be.

       DEBT means (without duplication), for any Person, (a) indebtedness of
such Person for borrowed money; (b) obligations of such Person evidenced by
bonds, debentures, notes, or other similar instruments; (c) obligations of such
Person to pay the deferred purchase price of property or services; (d)
obligations of such Person as lessee under Capitalized Leases required to be
capitalized under GAAP; (e) reimbursement obligations in respect of bonds or
letters of credit; (f) obligations of such Person under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) of such
Person to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness of others of the kinds referred to in
clauses (a) through (e) above; and (g) indebtedness of others of the kinds
referred to in clauses (a) through (f) secured by any Lien on or in respect of
any property of such Person whether or not assumed by such Person; provided,
however, that all trade accounts payable and accrued expenses incurred in the
ordinary course of business of such Person and not overdue shall be excluded
from the foregoing.

       DEBTOR RELIEF LAWS means Title 11 of the United States Code and all other
applicable state or federal liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments or similar Laws affecting creditors' Rights in effect from time to
time.

       DEFAULT is defined in SECTION 11.

       DEFAULT RATE means an annual rate of interest equal from day to day to
the lesser of (a) (i) for the principal of all Borrowings, the applicable
interest rate for such Borrowing plus 2%, or (ii) the then-existing ABR plus 2%
of all fees, interest and other amounts due hereunder and (b) the Maximum Rate.

       DISTRIBUTION means, with respect to any shares of any capital stock or
other equity securities or other interests issued by a Person, (a) the
retirement, redemption, purchase, or other acquisition for value of those
securities by such Person; (b) the declaration or payment of any dividend on or
with respect to those securities by such Person (except distributions in the
form of such securities); (c) any loan or advance by that Person to, or other
investment by that Person in, the holder of any of those securities; and (d) any
other payment by that Person with respect to those securities.

       DOLLARS and $ means lawful money of the United States of America.

       EBITDAR means, as determined, on a rolling twelve month basis and in
respect of any Person the sum of (i) the Net Income of such Person, plus (ii)
the Interest Expense of such Person for such period as determined in accordance
with GAAP and as such item is reported on such Person's financial statements,
(iii) the income tax expense of such Person for such period, (iv) the amount
reported as the depreciation of the assets of such Person for such period,
computed in accordance with GAAP, and as such item is used in the computation of
such Person's Net Income for such period, (v) the amount

Amended and Restated Credit Agreement- Page 5

<PAGE>

reported as the amortization of intangibles for such Person for such period,
computed in accordance with GAAP, and as such item is used in the computation of
such Person's Net Income for such period, and (vi) Rental Payments.

       EFFECTIVE DATE is defined in the Preamble to this Agreement.

       EMPLOYEE PLAN means an employee pension benefit plan covered by Title IV
of ERISA and established or maintained by any Company.

       ENVIRONMENTAL LAW means any Law that relates to the pollution or
protection of the environment or to Hazardous Substances.

       ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and related rules and regulations.

       FACILITIES means, collectively, Facility A and Facility B.

       FACILITY A is defined in the preamble to this Agreement.

       FACILITY A COMMITMENT USAGE means, at any time, the sum of (a) the
Facility A Principal Debt, whether under the Swing Line Subfacility or
otherwise, plus (b) the LC Exposure.

       FACILITY A COMMITTED SUM means, at any time, the sum of all Committed
Sums for all Lenders under Facility A (as reduced or cancelled under this
Agreement, including, without limitation, the provisions of SECTION 2.1.1) then
in effect less the stated principal amount of any off-balance sheet lease
facility of Borrower or its Subsidiaries, which shall reduce the Committed Sums
for all Lenders Pro Rata, other than (i) any leases expressly permitted herein,
and (ii) the Brazos Facility.

       FACILITY A MATURITY DATE means the earlier of (a) September 30, 2006, and
(b) the effective date that Lenders' commitments to lend under Facility A are
otherwise cancelled or terminated in accordance with this Agreement.

       FACILITY A NOTE means a promissory note substantially in the form of the
attached EXHIBIT A.

       FACILITY A PRINCIPAL DEBT means, at any time, the unpaid principal
balance of all Borrowings under Facility A.

       FACILITY B is defined in the preamble to this Agreement.

       FACILITY B COMMITTED SUM means, at any time, zero.

       FACILITY B MATURITY DATE means the Effective Date.

       FACILITY B NOTE means a promissory note substantially in the form of the
attached EXHIBIT B.

       FACILITY B PRINCIPAL DEBT means, at any time, the unpaid principal
balance of all Borrowings under Facility B.

       FEDERAL FUNDS RATE means, on any day, the weighted average (rounded
upwards, if necessary, to the nearest 0.01%) equal to the rates on overnight
federal funds transactions with member banks of the

Amended and Restated Credit Agreement- Page 6

<PAGE>

Federal Reserve System arranged by federal funds brokers as published by the
Federal Reserve Bank of New York on the next successive Business Day; provided,
however, that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be the rate for such transactions on the next preceding Business
Day as published on the next successive Business Day or, (ii) if those rates are
not published for any Business Day, the Federal Fund Rate shall be the average
of the quotations at approximately 10:00 a.m. on such Business Day received by
Agent from three federal funds brokers of recognized standing selected by Agent
in its reasonable discretion.

       FINANCIAL HEDGE means a swap, collar, floor, cap, or other contract
between any Company and any Lender or another Person reasonably acceptable to
Majority Lenders, that is intended to reduce or eliminate the risk of
fluctuations in interest rates and that is legal and enforceable under
applicable Law.

       FINANCIAL STATEMENTS of a Person means balance sheets, profit and loss
statements, reconciliations of capital and surplus, and statements of cash flow
prepared (a) according to GAAP, (b) except as stated in SECTION 1.3, in
comparative form to prior year-end figures or corresponding periods of the
preceding fiscal year, as applicable, and (c) on a consolidated basis if that
Person had any consolidated Subsidiaries during the applicable period.

       FOUR QUARTER PERIOD means a period of four full consecutive fiscal
quarter-annual periods, taken together as one accounting period.

       FUNDED DEBT means, when determined, on a rolling twelve-month basis,
calculated using the month-end balance for each month on a consolidated basis
for the Companies in accordance with GAAP: (a) indebtedness of such Person for
borrowed money; (b) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, and (c) obligations of such Person as lessee
under Capitalized Leases; excluding notes generated in the ordinary course of
business payable within one year not to exceed $1,000,000, trade payables and
accrued expenses.

       FUNDING LOSS means, without duplication, (a) the administrative or
reemployment costs customarily charged by any Lender (consistent with such
Lender's policies with respect to its other customers) when (i) Borrower fails
or refuses (for any reason other than Lender's failure to comply with this
Agreement) to take any Borrowing that it has requested under this Agreement, or
(ii) Borrower prepays or pays any Borrowing or converts any Borrowing to a
Borrowing of another Type, in each case, before the last day of the applicable
Interest Period, plus (b) an amount equal to the excess, if any, of the amount
of interest that would have accrued on the Borrowing at the elected interest
rate during the remainder of the applicable Interest Period (but for such
failure, refusal, payment, prepayment or conversion) over the amount of interest
that would accrue on the same Type of Borrowing for an interest period of the
same duration as the remainder of the applicable Interest Period.

       GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board that are applicable from time to time,
applied on a basis consistent with those used in preparation of the audited
consolidated financial statements referred to in PARAGRAPH (f) of SCHEDULE 6
(except for changes to which Borrower's Accountants concur).

       GUARANTOR means collectively any and all Subsidiaries of the Borrower now
or in the future, including, without limitation, Monro Leasing, LLC, Kimmel
Automotive, Inc., and Monro Service Corporation.

       GUARANTY means a guaranty substantially in the form of the attached
EXHIBIT H.

Amended and Restated Credit Agreement- Page 7

<PAGE>

       HAZARDOUS SUBSTANCE means any substance (a) the presence of which
requires removal, remediation, or investigation under any Environmental Law, or
(b) that is defined or classified as a hazardous waste, hazardous material,
pollutant, contaminant, or toxic or hazardous substance under any Environmental
Law.

       INTEREST EXPENSE means, in respect of a Person, for any Four Quarter
Period, all interest paid or accrued and amortization of debt discount with
respect to all Funded Debt of such Person for such period (after giving effect
to the net cost associated with all interest rate swap agreements, interest rate
cap agreements, interest rate collar agreements, or other financial arrangements
designed to protect such Person against fluctuations in interest rates) and
after giving credit for interest income and construction period interest income.

       INTEREST PERIOD is determined in accordance with SECTION 3.9.

       LAWS means all applicable statutes, laws, treaties, ordinances, rules,
regulations, orders, writs, injunctions, decrees, judgments, opinions, and
interpretations of any Tribunal, as in effect from time to time.

       LC means a letter of credit (in such form as shall be customary in
respect of obligations of a similar nature) issued by Agent under this Agreement
and under an LC Agreement.

       LC AGREEMENT means a letter of credit application and reimbursement
agreement (in form and substance satisfactory to Agent) submitted by Borrower to
Agent for a letter of credit for the account of any Company.

       LC EXPOSURE means, at any time, (without duplication) the sum of (a) the
aggregate undrawn and uncancelled portions of all outstanding LCs plus (b) the
aggregate unpaid reimbursement obligations of Borrower under drawings or drafts
under any LC, excluding Borrowings to fund such reimbursement obligations under
SECTION 2.3(c).

       LC REQUEST means a request substantially in the form of the attached
EXHIBIT C.

       LENDER LIENS means Liens in favor of Lenders, or Agent on behalf of
Lenders, securing any of the Obligation.

       LENDERS means the financial institutions named on the attached SCHEDULE 1
or on the most recently amended SCHEDULE 1, if any, delivered by Agent under
this Agreement, and, subject to this Agreement, their respective successors and
assigns (but not any Participant who is not otherwise a party to this
Agreement).

       LIBOR RATE BORROWING means a Borrowing bearing interest at the sum of the
LIBOR Rate plus the Applicable Margin.

       LIBOR RATE means, for any LIBOR Rate Borrowing, for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100th of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; divided by one minus the
Reserve Percentage (expressed as a decimal) applicable to the relevant Interest
Period. If for any reason such rate is not available, the term "LIBOR Rate"
shall mean, for any LIBOR Rate Borrowing for any Interest Period therefor, the

Amended and Restated Credit Agreement- Page 8

<PAGE>

rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period.

       LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement or encumbrance of any kind and any other
arrangement for a creditor's claim to be satisfied from assets or proceeds prior
to the claims of other creditors or the owners.

       LITIGATION means any action by or before any Tribunal.

       LOAN PAPERS means (a) this Agreement, certificates and reports delivered
under this Agreement, and exhibits and schedules to this Agreement; (b) the
Notes and all agreements, documents, and instruments in favor of Agent or
Lenders (or Agent on behalf of Lenders) ever delivered in connection with or
under this Agreement or otherwise delivered in connection with all or any part
of the Obligation; (c) all LCs and LC Agreements; (d) any Financial Hedge
between any Company and any Lender; (e) any Guaranty; and (f) all renewals,
extensions, and restatements of, and amendments and supplements to, any of the
foregoing.

       MAJORITY LENDERS means any combination of Lenders holding at least (a)
66-2/3% of the Total Commitment, if no Principal Debt or LC Exposure is
outstanding, or (b) 66-2/3% of the Total Commitment Usage if any Principal Debt
or LC Exposure is outstanding.

       MATERIAL ADVERSE EVENT means any circumstance or event that, individually
or collectively with other circumstances or events, reasonably is expected to
result in any (a) impairment of the ability of any Company to perform any of its
payment or other material obligations under any Loan Paper; (b) impairment of
the ability of Agent or any Lender to enforce (i) any of the material
obligations of any Company under this Agreement or (ii) any of their respective
Rights under the Loan Papers; or (c) material and adverse effect on the
business, assets, property, or condition (financial or otherwise) of the
Companies as a whole as represented to Lenders in the Current Financials.

       MATERIAL AGREEMENT means, for any Person, any agreement (excluding
purchase orders for material or inventory in the ordinary course of business) to
which that Person is a party, by which that Person is bound, or to which any
assets of that Person may be subject, and that is not cancelable by that Person
upon thirty (30) or fewer days' notice without liability for further payment
other than nominal penalty, and that requires that Person to pay more than
$2,000,000 during any 12-month period.

       MATURITY DATE means, as applicable, the Facility A Maturity Date, the
Facility B Maturity Date, or the Swing Line Maturity Date.

       MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for a Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest that,
under applicable Law, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.

       MINIMUM TANGIBLE NET WORTH means a minimum of Tangible Net Worth of
$115,000,000 on the Effective Date which minimum Tangible Net Worth shall
increase by the greater of $8,500,000 or 75% of Net Income on each succeeding
December 31 thereafter.

Amended and Restated Credit Agreement- Page 9

<PAGE>

       MINORITY INTERESTS means any shares of stock of any class of a Subsidiary
(other than directors' qualifying shares as required by law) that are not owned
by the Borrower and/or one or more of its Wholly-Owned Subsidiaries. Minority
Interests shall be valued by valuing Minority Interests constituting preferred
stock at the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater, and by valuing Minority Interests constituting common
stock at the book value of capital and surplus applicable thereto adjusted, if
necessary, to reflect any changes from the book value of such common stock
required by the foregoing method of valuing Minority Interests in Preferred
Stock.

       MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company
(or any Person that, for purposes of Title IV of ERISA, is a member of
Borrower's controlled group or is under common control with Borrower within the
meaning of Section 414 of the Code) is making, or has made, or is accruing, or
has accrued, an obligation to make contributions.

       NET INCOME means, in respect of a Person, the net income of such Person
computed in accordance with GAAP and as such item is reported from time to time
on such Person's statement of income and retained earnings (or similar
statement) (after deduction for payment of all taxes); provided however, certain
costs that in the past were capitalized in the cost of an acquisition, but will
be required to be expensed under Statement of Financial Accounting Standards
146, as well as other similar accounting requirements that are issued in the
future and require expense treatment of costs that are currently capitalized in
the cost of an acquisition, shall be included as if capitalized under prior
accounting guidelines.

       NON-U.S. LENDER is defined in SECTION 3.19.

       NOTES means all outstanding and unpaid Facility A Notes, Facility B
Notes, and the Swing Line Note.

       OBLIGATION means all present and future indebtedness and obligations, and
all renewals, increases, and extensions thereof, or any part thereof, now or
hereafter owed to Agent or any Lender by any Company under any Loan Paper,
together with all interest accruing thereon, fees, costs, and expenses
(including, without limitation, all attorneys' fees and expenses incurred in the
enforcement or collection thereof) payable under the Loan Papers or in
connection with the protection of Rights under the Loan Papers.

       OWNERSHIP GROUP means Peter J. Solomon and Donald Glickman, and their
spouses or lineal descendants, or any estate of such parties or any trust of
which any of the foregoing are the exclusive beneficiaries.

       PARTICIPANT is defined in SECTION 14.12(b).

       PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established under ERISA.

       PERMITTED DEBT means Debt described on the attached SCHEDULE 7.15.

       PERMITTED LIENS means Liens described on the attached SCHEDULE 7.11.

       PERSON means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political

Amended and Restated Credit Agreement- Page 10

<PAGE>

subdivision or agency thereof, or any trustee, receiver, custodian, or similar
official.

       POTENTIAL DEFAULT means the occurrence of any event or the existence of
any circumstance that would, upon notice or lapse of time or both, become a
Default.

       PREFERRED STOCK means the Borrower's Class C Convertible Preferred Stock,
$1.50 par value per share.

       PRIME RATE means, for any day, the rate of interest announced publicly
from time to time by Agent, after taking into account such factors as Agent
shall in its sole discretion deem appropriate, as its prime rate in effect at
its principal office in New York, New York automatically fluctuating upward and
downward with and at the time specified in each such announcement without
special notice to Borrower or any other Person. However, Agent's prime rate may
(i) be one of several interest rates, (ii) serve as a basis upon which effective
rates of interest are from time to time calculated for loans referring to the
prime rate, and (iii) not be Agent's lowest lending interest rate. Agent may
from time to time make various loans at rates of interest having no relationship
to such prime rate.

       PRINCIPAL DEBT means, at any time, the unpaid principal balance of all
Borrowings.

       PRO RATA and PRO RATA PART means, when determined for any Lender, (a) if
there is no Principal Debt or LC Exposure, the proportion (stated as a
percentage) that such Lender's Committed Sum bears to the Total Commitment or
(b) if there is any Principal Debt or LC Exposure, the proportion (stated as a
percentage) that the sum of (i) the Principal Debt owed to such Lender and (ii)
and (without duplication) the LC Exposure of such Lender, bears to the (x)
aggregate Principal Debt owed to and (y) (without duplication) the LC Exposure
of all Lenders.

       PURCHASER is defined in SECTION 14.12(c).

       QUALIFIED ISSUER means any commercial bank (a) which has capital and
surplus in excess of $100,000,000 and (b) the outstanding long term debt
securities of which are rated at least A-2 by Standard & Poors Ratings Group or
at least P-2 by Moody's Investors Service, Inc., or carry an equivalent rating
by a nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments.

       REGULATION D means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

       REGULATION U means Regulation U of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

       RENTAL PAYMENTS means, as determined, on a rolling twelve month basis
ending on the last day of the accounting period covered by the consolidated
financial statements of Borrower and its Subsidiaries, and delivered pursuant to
this Agreement, the dollar amount of the fixed payments which Borrower or its
Subsidiaries are required to make by the terms of any lease to its landlords
during such period; (a) excluding, however (i) rentals under Capitalized Leases,
(ii) maintenance, repairs, taxes and other similar charges included in such
payments, (iii) amounts constituting step rent in accordance with GAAP, and (iv)
(without duplication) rentals under equipment leases whether operating leases or
Capitalized Leases, and (b) less (x) rental income and (y) amortization of
deferred gains on sale-leasebacks, such amortization not to exceed $1,000,000
for purposes hereof.

Amended and Restated Credit Agreement- Page 11

<PAGE>

       REPORTABLE EVENT means an event described in Section 4043 of ERISA
excluding any such event for which the notice requirement is waived under
applicable regulations of the PBGC.

       REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

       RESERVE PERCENTAGE means, for all Lenders of a LIBOR Rate Borrowing for
the relevant Interest Period, the weighted average of the Reserve Requirements,
if any, incurred by each Lender on its Pro Rata Part of such Borrowing.

       RESERVE REQUIREMENT means, with respect to any LIBOR Rate Borrowing for
the relevant Interest Period, the maximum aggregate reserve requirements
(including all basic, supplemental, emergency, special, marginal and other
reserves required by applicable Law) applicable to a member bank of the Federal
Reserve System for eurocurrency fundings or liabilities.

       RESPONSIBLE OFFICER means the chairman, president, senior vice-president,
executive vice-president, chief executive officer, treasurer, or chief financial
officer of Borrower.

       RIGHTS means rights, remedies, powers, privileges, and benefits.

       SECURITY DOCUMENTS means, collectively, any security agreement, pledge
agreement, negative pledge agreement, mortgage, deed of trust, or other
agreement or document, together with all related financing statements and stock
powers, in form and substance satisfactory to Agent and its legal counsel,
executed and delivered by any Person in connection with this Agreement to create
a Lender Lien on any of its real or personal property, as amended, supplemented,
or restated from time to time.

       SOLVENT means, as to a Person, that (a) the aggregate fair market value
of its assets exceeds its liabilities; (b) it has sufficient cash flow to enable
it to pay its Debts as they mature; and (c) it does not have unreasonably small
capital to conduct its businesses.

       SUBSIDIARY of any Person means any entity of which at least 50% (in
number of votes) of the stock (or equivalent interests) is owned of record or
beneficially, directly or indirectly, by that Person.

       SWING LINE BORROWING means any Borrowing under the Swing Line
Subfacility.

       SWING LINE MATURITY DATE means the earlier of (a) September 30, 2006 or
(b) the date of the acceleration of maturity of the Swing Line Subfacility in
accordance with SECTION 12.

       SWING LINE NOTE means a promissory note substantially in the form of the
attached EXHIBIT B-1, as amended, supplemented, and restated.

       SWING LINE SUBFACILITY means the facility under Facility A described in
SECTION 2.4.

       SYNDICATION AGENT means Fleet National Bank, and its successors or
successors as syndication agent under this Agreement.

       TANGIBLE ASSETS of any Person means, as of the date of any determination
thereof, the total amount of all assets of such Person (less depreciation,
depletion, and other properly deductible valuation reserves) after deducting the
following: good will, patents, trade names, trade marks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount and
expense, deferred assets (other than prepaid insurance and deferred taxes), any
write up in the book value of any asset

Amended and Restated Credit Agreement- Page 12

<PAGE>

resulting from a revaluation thereof subsequent to December 31, 2002, and such
other assets as are properly classified as "intangible assets" in accordance
with GAAP.

       TANGIBLE NET WORTH means as of the date of any determination thereof, the
sum of the capital stock of all classes, paid-in-capital and surplus accounts
(net of treasury shares) plus (or minus in the case of a deficit) the retained
earnings of the Borrower and its Subsidiaries determined on a consolidated basis
in accordance with GAAP, after elimination of (i) Minority Interests, less all
assets which are not Tangible Assets; (ii) the effect, if any, of the Borrower's
interest rate hedging agreements, as determined by the Accountants; (iii)
commencing on December 31, 1999, the effect of any repurchase by the Borrower of
stock of the Borrower; and (iv) intangible assets acquired after January 31,
2003.

       TAXES means, for any Person, taxes, assessments or other governmental
charges or levies imposed upon it, its income, or any of its properties,
franchises, or assets.

       TOTAL COMMITMENT means, at any time, the Facility A Committed Sum after
deduction of the stated principal amount of any off-balance sheet lease facility
of Borrower or its Subsidiaries, which shall reduce the Committed Sums for all
Lenders Pro Rata, other than (i) as expressly permitted herein, and (ii) the
Brazos Facility.

       TOTAL COMMITMENT USAGE means, at any time, the sum of (a) the Facility A
Commitment Usage and (b) the Facility B Principal Debt.

       TRIBUNAL means any (a) local, state, or federal judicial, executive, or
legislative instrumentality; (b) private arbitration board or panel having
binding authority with respect to any party to be bound thereby pursuant to a
written agreement entered into by such party; or (c) central bank.

       TYPE means any type of Borrowing determined with respect to the
applicable interest option.

       UCP means the Uniform Customs and Practices for Documentary Credit (1993
version), International Chamber of Commerce Publication No. 500 (as amended or
modified from time to time).

       WHOLLY-OWNED SUBSIDIARY means a Subsidiary owned 100% by Borrower.

       1.2  Number and Gender of Words. The singular includes the plural where
appropriate and vice versa, and words of any gender include each other gender
where appropriate.

       1.3  Accounting Principles. Unless otherwise stated, (a) GAAP determines
all accounting and financial terms and compliance with financial covenants; (b)
all accounting principles applied in a current period must be consistent in all
material respects with those applied during the preceding comparable period,
unless the change is required by GAAP; provided however, if the Borrower wishes
to change an accounting principle that is not consistent with that applied
during the preceding comparable period, and is not required under GAAP, such
change shall not be effective unless (i) the Borrower shall have objected in
writing to determining such compliance on such basis within ten (10) days of
delivery to the Agent of the financial statements relating to such period, or
(ii) the Majority Lenders shall so object in writing within thirty (30) days
after receipt of such financial statements, in either of which events such
calculations shall be made on a basis consistent with those used in the
preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first
financial statements delivered under SECTION 8.1 hereof, shall mean the Current
Financials); and (c) the Borrower shall deliver to the Agent at the same time as
the delivery of any annual or quarterly financial statement under SECTION 8.1
hereof (i) a description in reasonable detail of any material variation

Amended and Restated Credit Agreement- Page 13

<PAGE>

between the application of accounting principles employed in the preparation of
such statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the proviso of SUBPARAGRAPH
(b) above and (ii) reasonable estimates of the difference between such
statements arising as a consequence thereof. Notwithstanding the foregoing to
the contrary, for changes which are required under GAAP where GAAP does not
require restatement or proforma disclosure of the impact of the change on prior
periods, the impact of the change on prior periods will only be disclosed if
reasonably practical to estimate.

SECTION 2 COMMITMENT.

       2.1  Facilities A and B. Subject to the provisions in the Loan Papers,
each Lender severally and not jointly agrees to lend to Borrower under Facility
A on the following conditions:

            2.1.1  Facility A. Each Lender agrees to lend to Borrower its Pro
       Rata Part of one or more Borrowings under Facility A which Borrower may
       borrow, repay, and reborrow under this Agreement:

            (a) Each Borrowing under Facility A must occur on a Business Day and
       no later than the Business Day immediately preceding the Facility A
       Maturity Date;

            (b) Each Borrowing must be in an amount not less than (i) $1,000,000
       or a greater integral multiple of $100,000 (if an ABR Borrowing other
       than a Swing Line Borrowing) or (ii) $2,000,000 or a greater integral
       multiple of $100,000 (if a LIBOR Rate Borrowing); and

            (c) When determined, (i) the Facility A Commitment Usage may not
       exceed the Facility A Committed Sum, (ii) no Lender's Pro Rata Part of
       the Facility A Commitment Usage may exceed such Lender's Facility A
       Committed Sum, and (iii) the Facility A Commitment Usage may not exceed
       the Total Commitment.

            2.1.2  Facility B. Facility B will be paid in full as of the
       Effective Date of this Agreement:

       2.2 Borrowing Procedure. The following procedures apply to Borrowings
other than Swing Line Borrowings (see SECTION 2.4) and drawings under an LC
(see SECTION 2.3):

            (a) Borrower may request a Borrowing by submitting to Agent a
       Borrowing Request. The Borrowing Request must be received by Agent no
       later than (i) 12:00 noon on the third Business Day preceding the
       Borrowing Date for any LIBOR Rate Borrowing or (ii) 11:00 a.m. on the
       Borrowing Date for any ABR Borrowing. Agent shall promptly notify each
       Lender of its receipt of any Borrowing Request and its contents. A
       Borrowing Request is irrevocable and binding on Borrower.

            (b) By 2:00 p.m. on the applicable Borrowing Date, each Lender shall
       remit its Pro Rata Part of each requested Borrowing by wire transfer to
       Agent pursuant to Agent's wire transfer instructions on SCHEDULE 1 (or as
       otherwise directed by Agent) in funds that are available for immediate
       use by Agent. Subject to receipt of such funds, Agent shall make such
       funds available to Borrower as directed in the Borrowing Request (unless
       it has actual knowledge that any applicable condition precedent either
       has not been satisfied by Borrower or has been waived by Majority
       Lenders).

Amended and Restated Credit Agreement- Page 14

<PAGE>

            (c) Absent contrary written notice from a Lender, Agent may assume
       that each Lender has made its Pro Rata Part of the requested Borrowing
       available to Agent on the applicable Borrowing Date, and Agent may, in
       reliance upon such assumption (but is not required to), make available to
       Borrower a corresponding amount. If a Lender fails to make its Pro Rata
       Part of any requested Borrowing available to Agent on the applicable
       Borrowing Date, Agent may recover the applicable amount on demand (i)
       from that Lender, together with interest at the Federal Funds Rate for
       the period commencing on the date the amount was made available to
       Borrower by Agent and ending on (but excluding) the date Agent recovers
       the amount from that Lender or (ii) if that Lender fails to pay its
       amount upon demand, then from Borrower, together with interest at an
       annual interest rate equal to the rate applicable to the requested
       Borrowing for the period commencing on the Borrowing Date and ending on
       (but excluding) the date Agent recovers the amount from Borrower. No
       Lender is responsible for the failure of any other Lender to make its Pro
       Rata Part of any Borrowing.

       2.3 LC Subfacility.

            (a) Subject to the terms and conditions of this Agreement and
       applicable Law, Agent agrees to issue LCs under Facility A upon
       Borrower's delivery of an LC Request and a duly executed LC Agreement,
       each of which must be received by Agent no later than 12:00 noon on the
       third Business Day before the requested LC is to be issued; provided that
       the LC Exposure may not exceed $10,000,000 and the Facility A Commitment
       Usage may not exceed the Facility A Commitment Sum. Each LC must expire
       no later than the earlier (i) of five (5) days before the Facility A
       Maturity Date and (ii) one (1) year after such LC's issuance (provided
       that, LCs may, if so requested by Borrower, be self-extending for up to
       one additional year with up to one hundred twenty (120) days cancellation
       notice, but in no event shall the expiration extend beyond the date
       contemplated by this SECTION 2.3(a)(i)).

            (b) Immediately upon Agent's issuance of any LC, Agent shall be
       deemed to have sold and transferred to each other Lender, and each other
       Lender shall be deemed irrevocably and unconditionally to have purchased
       and received from Agent, without recourse or warranty, an undivided
       interest and participation (to the extent of such Lender's Pro Rata Part
       of the Facility A Commitment Sum) in the LC and all applicable Rights of
       Agent in the LC (other than Rights to receive certain fees provided for
       in SECTION 4.3). Agent agrees to provide a copy of each LC to each other
       Lender promptly after issuance. However, Agent's failure to promptly send
       to Lenders a copy of an issued LC shall not affect the rights and
       obligations of Agent and Lenders under this Agreement.

            (c) To induce Agent to issue and maintain LCs, and to induce Lenders
       to participate in issued LCs, Borrower agrees to pay or reimburse Agent
       (i) within one (1) Business Day after Borrower receives notice from Agent
       that any draft or draw request has been properly presented under any LC,
       or, if the draft of draw request is for payment at a future date, within
       one (1) Business Day before the payment date specified in the draw
       request, the amount paid or to be paid by Agent and (ii) promptly, upon
       demand, the amount of any additional fees Agent customarily charges for
       the application and issuance of an LC, for confirming, negotiating or
       amending LC Agreements, for honoring drafts and draw requests, and taking
       similar action in connection with letters of credit. If Borrower does not
       timely pay or reimburse Agent for any drafts or draw requests paid or to
       be paid, Agent shall fund Borrower's reimbursement obligations as an ABR
       Borrowing, Pro Rata among the Lenders, under Facility A and the proceeds
       of the Facility A ABR Borrowing shall be advanced directly

Amended and Restated Credit Agreement- Page 15

<PAGE>

       to Agent to pay Borrower's unpaid reimbursement obligations. If funds
       cannot be advanced under Facility A for the immediately preceding
       sentence to fund the reimbursement obligations as a Borrowing under
       Facility A, then Borrower's reimbursement obligation shall constitute a
       demand obligation. Borrower's reimbursement obligations shall accrue
       interest (x) at the ABR plus the Applicable Margin from the date Agent
       pays the applicable draft or draw request through the date Agent is paid
       or reimbursed by Borrower and, (y) if funds are not advanced under
       Facility A, at the Default Rate from the date Agent pays the applicable
       draft or draw request through the date Agent is paid or reimbursed by
       Borrower. Borrower's obligations under this SECTION 2.3(c) are absolute
       and unconditional under any and all circumstances and irrespective of any
       setoff, counterclaim or defense to payment that Borrower may have at any
       time against Agent or any other Person. Agent shall promptly distribute
       reimbursement payments received from Borrower to all Lenders according to
       their Pro Rata Part of the Facility A Commitment Sum.

            (d) Agent shall promptly notify Borrower of the date and amount of
       any draft or draw request presented for honor under any LC (but failure
       to give notice will not affect Borrower's obligations under this
       Agreement). Agent shall pay the requested amount upon presentment of a
       draft or draw request unless presentment on its face does not comply with
       the terms of the applicable LC. When making payment, Agent may disregard
       (i) any default or potential default that exists under any other
       agreement and (ii) obligations under any other agreement that have or
       have not been performed by the beneficiary or any other Person (and Agent
       is not liable for any of those obligations). Borrower's reimbursement
       obligations to Agent and Lenders, and each Lender's obligations to Agent,
       under this SECTION 2.3 are absolute and unconditional irrespective of,
       and Agent is not responsible for, (1) the validity, enforceability,
       sufficiency, accuracy, or genuineness of documents or endorsements (even
       if they are in any respect invalid, unenforceable, insufficient,
       inaccurate, fraudulent, or forged), (2) any dispute by any Company with
       or any Company's claims, setoffs, defenses, counterclaims, or other
       Rights against Agent, any Lender, or any other Person, or (iii) the
       occurrence of any Potential Default or Default.

            (e) If Borrower fails to reimburse Agent as provided in SECTION
       2.3(c) and funds are not advanced under Facility A to satisfy the
       reimbursement obligations, Agent shall promptly notify each Lender of
       Borrower's failure, of the date and amount paid, and of each Lender's Pro
       Rata Part of the unreimbursed amount. Each Lender shall promptly and
       unconditionally make available to Agent in immediately available funds
       its Pro Rata Part of the unpaid reimbursement obligation. Such funds are
       due and payable to Agent before the close of business on (i) the Business
       Day Agent gives notice to each Lender of Borrower's reimbursement failure
       if the notice is received by a Lender before 2:00 p.m. in the time zone
       where such Lender's office listed on SCHEDULE 1 is located, or (ii) on
       the next succeeding Business Day after the Business Day Agent gives
       notice to each Lender of Borrower's reimbursement failure, if notice is
       received after 2:00 p.m. in the time zone where such Lender's office
       listed on SCHEDULE 1 is located. All amounts payable by any Lender accrue
       interest at the Federal Funds Rate from the day the applicable draft or
       draw is paid by Agent to (but not including) the date the amount is paid
       by the Lender to Agent.

            (f) Borrower acknowledges that each LC is deemed issued upon
       delivery to the beneficiary or Borrower. If Borrower requests that any LC
       be delivered to Borrower rather than the beneficiary, and Borrower
       subsequently cancels that LC, Borrower agrees to return it to Agent
       together with Borrower's written certification that it has never been
       delivered to the beneficiary. If any LC is delivered to the beneficiary
       under Borrower's instructions, Borrower's cancellation

Amended and Restated Credit Agreement- Page 16

<PAGE>

       is ineffective without Agent's receipt of the LC and the beneficiary's
       written consent to the cancellation.

            (g) Agent agrees with each Lender that it will examine all documents
       with reasonable care to ascertain that each appears on its face to be in
       accordance with the terms and conditions of the LC. Each Lender and
       Borrower agree that, in paying any draft or draw under any LC, Agent has
       no responsibility to obtain any document (other than any documents
       expressly required by the respective LC) or to ascertain or inquire as to
       any document's validity, enforceability, sufficiency, accuracy, or
       genuineness or the authority of any Person delivering it. Neither Agent
       nor its Representatives will be liable to any Lender or any Company for
       any LC's use or for any beneficiary's acts or omissions. Any action,
       inaction, error, delay, or omission taken or suffered by Agent or any of
       its Representatives in connection with any LC, applicable draws, drafts,
       or documents, or the transmission, dispatch, or delivery of any related
       message or advice, if in conformity with applicable Laws and in
       accordance with the standards of care specified in the UCP, is binding
       upon the Companies and Lenders. Agent is not liable to any Company or any
       Lender for any action taken or omitted by Agent or its Representative in
       connection with any LC in the absence of gross negligence or willful
       misconduct.

            (h) On the Facility A Maturity Date, upon a termination under
       SECTION 2.5, during the continuance of a Default under SECTION 11.3, or
       upon any demand by Agent during the continuance of any other Default,
       Borrower shall provide to Agent, for the benefit of Lenders, cash
       collateral in an amount equal to the then-existing LC Exposure. Any cash
       collateral provided by Borrower to Agent in accordance with this SECTION
       2.3(h) shall be deposited by Agent in an interest bearing cash collateral
       account maintained with Agent at the office of Agent and invested in
       obligations issued or guaranteed by the United States and, upon the
       surrender of any LC, Agent shall deliver the appropriate funds on deposit
       in such collateral account to Borrower together with interest accrued on
       such funds.

            (i) BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND SAVE AGENT, EACH
       LENDER AND THEIR RESPECTIVE REPRESENTATIVES HARMLESS FROM AND AGAINST ANY
       AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS, CHARGES AND
       EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) WHICH ANY OF THEM MAY
       INCUR OR BE SUBJECT TO AS A CONSEQUENCE OF THE ISSUANCE OF ANY LC, ANY
       DISPUTE ABOUT IT, ANY CANCELLATION OF ANY LC BY BORROWER, OR THE FAILURE
       OF AGENT TO HONOR A DRAFT OR DRAW REQUEST UNDER ANY LC AS A RESULT OF ANY
       ACT OR OMISSION (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE
       TRIBUNAL. HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY UNDER THE FOREGOING
       FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PROVISIONS OF AND
       UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH SHALL
       SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
       THIS AGREEMENT.

            (j) Although referenced in any LC, terms of any particular agreement
       or other obligation to the beneficiary are not incorporated into this
       Agreement in any manner. The fees and other amounts payable with respect
       to each LC are as provided in this Agreement, drafts and draws under each
       LC are part of the Obligation, and the terms of this Agreement control
       any conflict between the terms of this Agreement and any LC Agreement.

Amended and Restated Credit Agreement- Page 17

<PAGE>

       2.4 Swing Line Subfacility.

            (a) For the convenience of the parties, the Agent, solely for its
       own account, may make any requested Borrowing of not less than $500,000
       (or a greater integral multiple of $100,000) directly to Borrower as a
       Swing Line Borrowing without requiring each other Lender to fund its Pro
       Rata Part thereof unless and until SECTION 2.4(b) is applicable. Swing
       Line Borrowings are subject to the following conditions:

                (i) Each Swing Line Borrowing must occur on a Business Day
            before the Swing Line Maturity Date;

                (ii) When determined, (x) the aggregate Swing Line Debt
            outstanding may not exceed $4,000,000, (y) the Facility A Commitment
            Usage may not exceed the Facility A Committed Sum, and (z) the
            Facility A Commitment Usage, when aggregated with the Facility B
            Principal Debt, may not exceed the Total Commitment;

                (iii) On any date when Borrowings equal to or in excess of
            $4,000,000 are funded under Facility A, all or a portion of the
            proceeds of those Borrowings shall be used to repay in full all
            indebtedness then outstanding under the Swing Line Subfacility;

                (iv) Each Swing Line Borrowing is deemed an ABR Borrowing; and

                (v) Each Borrowing under the Swing Line Subfacility is available
            and may be prepaid on same-day telephonic notice from Borrower to
            Agent, if notice is received by Agent before 11:00 a.m.

            (b) If Borrower fails to repay any Swing Line Borrowing within two
       (2) Business Days after demand by Agent (or upon the earliest to occur of
       a Default, the Facility A Termination Date, or the date when the
       aggregate Committed Sums of all Lenders under the entire Facility A are
       cancelled), Agent shall promptly notify each Lender of Borrower's failure
       and the unpaid amount. No later than the close of business on the date
       Agent gives notice (if notice is given before 12:00 noon on any Business
       Day, or, if made at any other time, on the next Business Day following
       the date of notice), each Lender shall irrevocably and unconditionally
       purchase and receive from Agent a ratable participation in such Swing
       Line Borrowing and shall make available to Agent in immediately available
       funds its Pro Rata Part of such unpaid amount, together with interest
       from the date when its payment was due to, but not including, the date of
       payment, at the Federal Funds Rate. If a Lender does not promptly pay its
       amount upon Agent's demand, and until Lender makes the required payment,
       Agent is deemed to continue to have outstanding a Swing Line Borrowing in
       the amount of the Lender's unpaid obligation. Borrower shall make each
       payment of all or any part of any Swing Line Borrowing to Agent for the
       ratable benefit of Agent and those Lenders who have funded their
       participations in Swing Line Borrowings under this SECTION 2.4(b) (but
       all interest accruing on Swing Line Borrowings before the funding date of
       any participation is payable solely to Agent for its own account).

       2.5 Termination. Without premium or penalty, and upon giving at least
ten (10) Business Days prior written and irrevocable notice to Agent, Borrower
may terminate all or part of the unused portion of the Facility A Committed Sum.
Each partial termination must be in an amount of not less than $5,000,000 or a
greater integral multiple of $1,000,000, and shall be Pro Rata among all
Lenders. Once terminated, the Facility A Committed Sum may not be increased or
reinstated.

Amended and Restated Credit Agreement- Page 18

<PAGE>

SECTION 3 TERMS OF PAYMENT.

3.1    Notes and Payments.

       (a)

            (i) The Facility A Principal Debt shall be evidenced by the Facility
       A Notes, one payable to each Lender in the stated principal amount of its
       Committed Sum for Facility A.

            (ii) Principal Debt under the Swing Line Subfacility shall be
       evidenced by a Swing Line Note payable to the Agent in the stated
       principal amount of $4,000,000.

       (b) Borrower must make each payment and prepayment on the Obligation,
without offset, counterclaim, or deduction, to Agent's principal office in New
York, New York, in funds that will be available for immediate use by Agent by
12:00 noon on the day due. Payments received after such time shall be deemed
received on the next Business Day. Agent shall pay to each Lender any payment to
which that Lender is entitled on the same day Agent receives the funds from
Borrower if Agent receives the payment or prepayment before 12:00 noon, and
otherwise before 12:00 noon on the following Business Day. If and to the extent
that Agent does not make payments to Lenders when due, unpaid amounts shall
accrue interest at the Federal Funds Rate from the due date until (but not
including) the payment date.

3.2    Interest and Principal Payments.

       (a) Interest Payments. Accrued interest on each Borrowing is due and
payable on the last day of its respective Interest Period. If any Interest
Period with respect to a LIBOR Rate Borrowing is a period greater than three (3)
months, then accrued interest is also due and payable on the date three (3)
months after the commencement of the Interest Period. Accrued interest on each
ABR Borrowing is due and payable on each March 31, June 30, September 30, and
December 31 and on the Maturity Date.

       (b) Principal Payments.

            (i) The Facility A Principal Debt is due and payable on the Facility
       A Maturity Date.

            (ii) The Facility B Principal Debt is due and payable on the
       Effective Date.

       (c) Mandatory Prepayments of Equity Proceeds. The following amounts shall
be applied to prepay the Facility A Principal Debt:

            (i) 100% of the net proceeds of any sale or issuance of equity of
       the Borrower, except as provided in CLAUSE (III) below or for Securities
       issued pursuant to employee stock options or similar plans;

            (ii) 100% of the net proceeds of any sale or other disposition by
       the Borrower or any of its subsidiaries of any assets (except for sales
       permitted under SECTION 9.10);

Amended and Restated Credit Agreement- Page 19

<PAGE>

            (iii) 100% of the first $25,000,000 of net proceeds resulting from
       the issuance by Borrower of convertible preferred securities or
       subordinated debt, and 75% of the net proceeds of any subordinated debt
       issued thereafter, shall be applied to the prepayment of Facility A
       Principal Debt, each in accordance with this SECTION 3.2(c).

       (d) Mandatory Prepayment. If (i) the Facility A Commitment Usage ever
exceeds the Facility A Committed Sum, (ii) the sum of the Facility A Principal
Debt and the Facility B Principal Debt, together with the LC Exposure, ever
exceeds the Total Commitment, (iii) Borrower's property becomes the subject of a
casualty or condemnation, the proceeds of which exceed $500,000 in the
aggregate, then Borrower shall prepay (1) the Principal Debt under Facility A or
Facility B, as the case may be, in at least the amount of the excess described
in (i) and (ii) above, (2) the Principal Debt under Facility A by the amount of
proceeds of sales described in SECTION 3.2(c)(II) above, and (3) the Principal
Debt under Facility A by the amount of proceeds of casualty or condemnation
described in (iii) above, together with (x) all accrued and unpaid interest on
the principal amount so prepaid and (y) any resulting Funding Loss; provided,
however, that Borrower shall not be required to make any prepayment required by
this Section3.2(d) until the last day of the Interest Period with respect to
such Principal Debt so long as an amount equal to such prepayment is deposited
by Borrower in a cash collateral account with Agent to be held in such account
on terms reasonably satisfactory to Agent.

       (e) Voluntary Prepayment. Borrower may voluntarily repay or prepay all or
any part of the Principal Debt at any time without premium or penalty, subject
to the following conditions:

            (i) Agent must receive Borrower's written payment notice by (A)
       12:00 noon on the third Business Day preceding the date of payment of a
       LIBOR Rate Borrowing and (B) 11:00 a.m. on the date of payment of an ABR
       Borrowing which shall specify the payment date, the facility or the
       subfacility under this Agreement being paid and the Type and amount of
       the Borrowing(s) to be paid, and which shall constitute an irrevocable
       and binding obligation of Borrower to make a repayment or prepayment on
       the designated date;

            (ii) each partial repayment or prepayment must be in a minimum
       amount of at least $2,000,000 or a greater integral multiple of $100,000
       (if a LIBOR Rate Borrowing), or $1,000,000 or a greater integral multiple
       of $100,000 (if an ABR Borrowing other than under the Swing Line
       Subfacility) or $500,000 or a greater multiple (if a Borrowing under the
       Swing Line Subfacility);

            (iii) all accrued interest on the portion of the Obligation being
       prepaid must also be paid in full on the date of payment; and

            (iv) Borrower shall pay any related Funding Loss upon demand.

       3.3  Interest Options. Except as specifically otherwise provided,
Borrowings bear interest at an annual rate equal to the lesser of (a) the ABR
plus the Applicable Margin or LIBOR plus the Applicable Margin (in each case as
designated or deemed designated by Borrower and, in the case of LIBOR Rate
Borrowings, for the Interest Period designated by Borrower), as the case may be,
and (b) the Maximum Rate. Each change in the ABR and Maximum Rate is effective,
without notice to Borrower or any other Person, upon the effective date of
change.

Amended and Restated Credit Agreement- Page 20

<PAGE>

       3.4 Quotation of Rates. A Responsible Officer of Borrower may call Agent
before delivering a Borrowing Request to receive an indication of the interest
rates then in effect, but the indicated rates do not bind Agent or Lenders or
affect the interest rate that is actually in effect when Borrower delivers its
Borrowing Request or on the Borrowing Date.

       3.5 Default Rate. If permitted by Law, all past-due Principal Debt,
Borrower's past-due payment and reimbursement obligations in connection with
LCs, and past-due interest accruing on any of the foregoing, bears interest from
the date due (stated or by acceleration) at the Default Rate until paid,
regardless whether payment is made before or after entry of a judgment.

       3.6 Interest Recapture. If the designated interest rate applicable to any
Borrowing exceeds the Maximum Rate, the interest rate on that Borrowing is
limited to the Maximum Rate, but, to the extent permitted by applicable Laws,
any subsequent reductions in the designated rate shall not reduce the interest
rate thereon below the Maximum Rate until the total amount of accrued interest
equals the amount of interest that would have accrued if that designated rate
had always been in effect. If at maturity (stated or by acceleration), or at
final payment of the Notes, the total interest paid or accrued is less than the
interest that would have accrued if the designated rates had always been in
effect, then, at that time and to the extent permitted by applicable Law,
Borrower shall pay an amount equal to the difference between (a) the lesser of
the amount of interest that would have accrued if the designated rates had
always been in effect and the amount of interest that would have accrued if the
Maximum Rate had always been in effect, and (b) the amount of interest actually
paid or accrued on the Notes.

       3.7 Interest Calculations.

       (a) Interest will be calculated on the basis of actual number of days
elapsed (including the first day but excluding the last day) but computed as if
each calendar year consisted of three hundred sixty (360) days for LIBOR Rate
Borrowings (unless the calculation would result in an interest rate greater than
the Maximum Rate, in which event interest will be calculated on the basis of a
year of 365 or 366 days, as the case may be), and 365 or 366 days, as the case
may be, for ABR Borrowings. All interest rate determinations and calculations by
Agent are conclusive and binding absent manifest error.

       (b) The provisions of this Agreement relating to calculation of the ABR
and LIBOR Rates are included only for the purpose of determining the rate of
interest or other amounts to be paid under this Agreement that are based upon
those rates.

       3.8 Maximum Rate. Regardless of any provision contained in any Loan Paper
or any document related thereto, it is the intent of the parties to this
Agreement that neither Agent nor any Lender contract for, charge, take, reserve,
receive, or apply as interest on all or any part of the Obligation any amount in
excess of the Maximum Rate or the Maximum Amount or receive any unearned
interest in violation of any applicable Law, and, if Lenders ever do so, then
any excess shall be treated as a partial repayment or prepayment of principal
and any remaining excess shall be refunded to Borrower. In determining if the
interest paid or payable exceeds the Maximum Rate, Borrower and Lenders shall,
to the maximum extent permitted under applicable Law, (a) treat all Borrowings
as but a single extension of credit (and Lenders and Borrower agree that is the
case and that provision in this Agreement for multiple Borrowings is for
convenience only); (b) characterize any nonprincipal payment as an expense, fee
or premium rather than as interest; (c) exclude voluntary repayments or
prepayments and their effects; and (d) amortize, prorate, allocate, and spread
the total amount of interest throughout the entire contemplated term of the
Obligation. However, if the Obligation is paid in full before the end of its
full contemplated

Amended and Restated Credit Agreement- Page 21

<PAGE>

term, and if the interest received for its actual period of existence exceeds
the Maximum Amount, Lenders shall refund any excess (and Lenders may not, to the
extent permitted by Law, be subject to any penalties provided by any Laws for
contracting for, charging, taking, reserving, or receiving interest in excess of
the Maximum Amount).

       3.9 Interest Periods. When Borrower requests any LIBOR Rate Borrowing,
Borrower may elect the applicable interest period (each an "INTEREST PERIOD"),
which may be, at Borrower's option, one (1), two (2), three (3), or six (6)
months for LIBOR Rate Borrowings, subject to the following conditions: (a) the
initial Interest Period for a LIBOR Rate Borrowing commences on the applicable
Borrowing Date or conversion date, and each subsequent Interest Period
applicable to any Borrowing commences on the day when the next preceding
applicable Interest Period expires; (b) if any Interest Period for a LIBOR Rate
Borrowing begins on a day for which there exists no numerically corresponding
Business Day in the calendar month at the end of the Interest Period ("ENDING
CALENDAR MONTH"), then the Interest Period ends on the next succeeding Business
Day of the Ending Calendar Month, unless there is no succeeding Business Day in
the Ending Calendar Month in which case the Interest Period ends on the next
preceding Business Day of the Ending Calendar Month; (c) no Interest Period for
any portion of Principal Debt may extend beyond the scheduled repayment date for
that portion of Principal Debt; and (d) there may not be in effect at any one
time more than six (6) Interest Periods under Facility A.

       3.10 Conversions. Borrower may (a) on the last day of the applicable
Interest Period convert all or part of a LIBOR Rate Borrowing to an ABR
Borrowing; (b) at any time convert all or part of an ABR Borrowing to a LIBOR
Rate Borrowing; and (c) elect a new Interest Period for a LIBOR Rate Borrowing.
Any such conversion is subject to the dollar limits and denominations of SECTION
2.1 and may be accomplished by delivering a Conversion Request to Agent no later
than (i) 12:00 noon on the third Business Day before the conversion date for
conversion to a LIBOR Rate Borrowing and the last day of the Interest Period,
for the election of a new Interest Period, and (ii) 11:00 a.m. on the last day
of the Interest Period for conversion to an ABR Borrowing. Absent Borrower's
notice of conversion or election of a new Interest Period, a LIBOR Rate
Borrowing shall be converted to an ABR Borrowing when the applicable Interest
Period expires.

       3.11 Order of Application.

       (a) If no Default or Potential Default exists, any payment shall be
applied to the Obligation in the order and manner as provided in this Agreement.

       (b) If a Default or Potential Default exists, any payment (including
proceeds from the exercise of any Rights) shall be applied in the following
order: (i) to all fees and expenses for which Agent or Lenders have not been
paid or reimbursed in accordance with the Loan Papers (and if such payment is
less than all unpaid or unreimbursed fees and expenses, then the payment shall
be paid against unpaid and unreimbursed fees and expenses in the order of
incurrence or due date); (ii) to accrued interest on the Principal Debt; (iii)
to the Principal of Debt outstanding under the Swing Line Subfacility; (iv) to
any LC reimbursement obligations that are due and payable and that remain
unfunded by any Borrowing under Facility A; (v) to the remaining Obligation in
the order and manner Majority Lenders deem appropriate; and (vi) as a deposit
with Agent, for the benefit of Lenders, as security for and payment of any
subsequent LC reimbursement obligations.

       3.12 Sharing of Payments, Etc. If any Lender obtains any amount (whether
voluntary, involuntary or otherwise, including, without limitation, as a result
of exercising its Rights under

Amended and Restated Credit Agreement- Page 22

<PAGE>

SECTION 3.13) that exceeds its combined Pro Rata Part of the Total Commitment
Usage, then that Lender shall purchase from the other Lenders participations
that will cause the purchasing Lender to share the excess amount ratably with
each other Lender. If all or any portion of any excess amount is subsequently
recovered from the purchasing Lender, then the purchase shall be rescinded and
the purchase price restored to the extent of the recovery. Borrower agrees that
any Lender purchasing a participation from another Lender under this section
may, to the fullest extent permitted by Law, exercise all of its Rights of
payment (including the Right of offset) with respect to that participation as
fully as if that Lender were the direct creditor of Borrower in the amount of
that participation.

       3.13 Offset. If a Default exists, each Lender is entitled, but is not
obligated, to exercise (for the benefit of all Lenders in accordance with
SECTION 3.12) the Rights of offset and banker's Lien against each and every
account and other property, or any interest therein, that any Company may now or
hereafter have with, or which is now or hereafter in the possession of, that
Lender to the extent of the full amount of the Obligation owed to it.

       3.14 Booking Borrowings. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates. However, no Affiliate is
entitled to receive any greater payment under SECTION 3.16 than the transferor
Lender would have been entitled to receive with respect to those Borrowings.

       3.15 Basis Unavailable or Inadequate for LIBOR. If, on or before any date
when LIBOR Rate is to be determined for a Borrowing, Agent, or any Lender
determines (and Majority Lenders agree with that determination) that the basis
for determining the applicable rate is not available or that the resulting rate
does not accurately reflect the cost to Lenders of making or converting
Borrowings at that rate for the applicable Interest Period, then Agent shall
promptly notify Borrower and Lenders of that determination (which is conclusive
and binding on Borrower absent manifest error) and the applicable Borrowing
shall bear interest at the sum of the ABR plus the Applicable Margin. Until
Agent notifies Borrower that those circumstances no longer exist, Lenders'
commitments under this Agreement to make, or to convert to, LIBOR Rate
Borrowings (as the case may be) will be suspended.

       3.16 Additional Costs.

            With respect to any Law, requirement, request, directive, or change
       affecting banking institutions generally:

       (a) With respect to any LIBOR Rate Borrowing or ABR Borrowing, if (i) any
change in present Law or any future Law imposes, modifies, or deems applicable
(or if compliance by any Lender with any such requirement of any Tribunal
results in) any such requirement that any reserves (including, without
limitation, any marginal, emergency, supplemental, or special reserves) be
maintained, and (ii) those reserves reduce any sums receivable by that Lender
under this Agreement or increase the costs incurred by that Lender in advancing
or maintaining any portion of any LIBOR Rate Borrowing, or ABR Borrowing, then
(unless the effect is already reflected in the rate of interest then applicable
under this Agreement) that Lender (through Agent) shall deliver to Borrower a
certificate setting forth in reasonable detail the basis and calculation of the
amount necessary to compensate it for its reduction or increase (which
certificate is conclusive and binding absent manifest error), and Borrower shall
promptly pay that amount to that Lender upon demand. The provisions of and
undertakings and indemnification set forth in this paragraph shall survive the
satisfaction and payment of the Obligation and termination of this Agreement.

Amended and Restated Credit Agreement- Page 23

<PAGE>

       (b) With respect to any Borrowing or LC, if any change in present Law or
any future Law regarding capital adequacy or compliance by Agent (as issuer of
LCs) or any Lender with any request, directive, or requirement now existing or
hereafter imposed by any Tribunal regarding capital adequacy, or any change in
its written policies or in the risk category of this transaction, reduces the
rate of return on its capital as a consequence of its obligations under this
Agreement to a level below that which it otherwise could have achieved (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by it to be material (and it may, in determining the amount, use
reasonable assumptions and allocations of costs and expenses and use any
reasonable averaging or attribution method), then (unless the effect is already
reflected in the rate of interest then applicable under this Agreement) Agent or
that Lender (through Agent) shall notify Borrower and deliver to Borrower a
certificate setting forth in reasonable detail the calculation of the amount
necessary to compensate it (which certificate is conclusive and binding absent
manifest error), and Borrower shall promptly pay that amount to Agent or that
Lender upon demand. The provisions of and undertakings and indemnification set
forth in this paragraph shall survive the satisfaction and payment of the
Obligation and termination of this Agreement.

       (c) Any Taxes payable by Agent or any Lender or ruled (by a Tribunal)
payable by Agent or any Lender in respect of this Agreement or any other Loan
Paper shall, if permitted by Law, be paid by Borrower, together with interest
and penalties, if any (except for (i)(1) Taxes imposed on or measured by the net
income of Agent or that Lender (2) franchise or similar taxes of the Agent or
that Lender and (3) amounts requested to be withheld for Taxes pursuant to the
last sentence of SECTION 3.19 and (ii) except for interest and penalties
incurred as a result of the gross negligence or willful misconduct of Agent or
any Lender). Agent or that Lender (through Agent) shall notify Borrower and
deliver to Borrower a certificate setting forth in reasonable detail the basis
and calculation of the amount of payable Taxes, which certificate is conclusive
and binding (absent manifest error), and Borrower shall promptly pay that amount
to Agent for its account or the account of that Lender, as the case may be. If
Agent or that Lender subsequently receives a refund of the Taxes paid to it by
Borrower, then the recipient shall promptly pay the refund to Borrower.

       3.17 Change in Laws. If any Law makes it unlawful for any Lender to make
or maintain any Borrowing based on the LIBOR Rate Borrowings, then that Lender
shall promptly notify Borrower and Agent, and (a) as to undisbursed funds, that
requested Borrowing shall be made as an ABR Borrowing subject to the higher of
the Prime Rate and the Federal Funds Rate plus 1%, and (b), as to any
outstanding Borrowing, (i) if maintaining the Borrowing until the last day of
the applicable Interest Period is unlawful, the Borrowing shall be converted to
an ABR Borrowing as of the date of notice, and Borrower shall pay any related
Funding Loss, or (ii) if not prohibited by Law, the Borrowing shall be converted
to an ABR Borrowing as of the last day of the applicable Interest Period, or
(iii) if any conversion will not resolve the unlawfulness, Borrower shall
promptly prepay the Borrowing, without penalty, together with any related
Funding Loss.

       3.18 Funding Loss. BORROWER AGREES TO INDEMNIFY EACH LENDER AGAINST, AND
PAY TO IT UPON DEMAND, ANY FUNDING LOSS OF THAT LENDER. When any Lender demands
that Borrower pay any Funding Loss, that Lender shall deliver to Borrower and
Agent a certificate setting forth in reasonable detail the basis for imposing
Funding Loss and the calculation of the amount, which calculation is conclusive
and binding absent manifest error. The provisions of and undertakings and
indemnification set forth in this paragraph shall survive the satisfaction and
payment of the Obligation and termination of this Agreement.

Amended and Restated Credit Agreement- Page 24

<PAGE>

       3.19 Foreign Lenders. Each Lender that is organized under the Laws of any
jurisdiction other than the United States of America or any State thereof (a
"NON-U.S. LENDER") (a) represents to Agent and Borrower that (i) no Taxes are
required to be withheld by Agent or Borrower with respect to any payments to be
made to it in respect of the Obligation and (ii) it has furnished to Agent and
Borrower two duly completed copies of U.S. Internal Revenue Service Form 4224,
Form 1001, Form W-8, or any other tax form acceptable to Agent and Borrower
(wherein it claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments under the Loan Papers) or, in the case
of a Non-U.S. Lender claiming exemption from U.S. federal tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio interest",
Form W-8 or successor applicable form (and, if such Non-U.S. Lender delivers
copies of Form W-8, a certificate representing that such Non-U.S. Lender is not
a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%)
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code and is not a controlled foreign corporation related to the Borrower within
the meaning of Section 864(d)(4) of the Code), and (b) covenants to (i) provide
Agent and Borrower a new tax form upon the expiration or obsolescence of any
previously delivered form according to Law, duly executed and completed by it,
and (ii) comply from time to time with all Laws with regard to the withholding
tax exemption. If any of the foregoing is not true or the applicable forms are
not provided, then Borrower and Agent (without duplication) may deduct and
withhold from interest payments under the Loan Papers United States federal
income tax at the full rate applicable under the Code. The Borrower shall not be
required to indemnify or pay any additional amounts to any Non-U.S. Lender in
respect of U.S. federal income tax pursuant to this Agreement to the extent that
the obligation to pay U.S. federal income tax would not have occurred but for
the failure of such Non-U.S. Lender to deliver the forms or other certifications
required pursuant to this SECTION 3.19.

SECTION 4 FEES.

       4.1 Treatment of Fees. The fees described in this SECTION 4 (a) are not
compensation for the use, detention, or forbearance of money, (b) are in
addition to, and not in lieu of, interest and expenses otherwise described in
this Agreement, (c) are payable in accordance with SECTION 3.1, (d) are
non-refundable, (e) to the fullest extent permitted by Law, bear interest, if
not paid when due, at the Default Rate, and (f) are calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed, but computed as if each calendar year consisted of three hundred sixty
(360) days, unless computation would result in an interest rate in excess of the
Maximum Rate in which event the computation is made on the basis of a year of
365 or 366 days, as the case may be. The fees described in this SECTION 4 are in
all events subject to the provisions of SECTION 3.8 of this Agreement.

       4.2 Intentionally Omitted

       4.3 LC Fees. As a condition to the issuance or extension of a LC,
Borrower shall pay to Agent (and such payment shall accompany each LC Request) a
fee equal to (a) one-eighth of one percent (0.125%) multiplied by (b) the face
amount of the LC, payable quarterly in arrears. Borrower shall also pay a
commission on all outstanding LC's at a per annum rate equal to the Applicable
Margin with respect to LIBOR Rate Borrowings on the face amount of each L.C.
Such commission shall be payable quarterly in arrears to Agent for ratable
distribution among the Lenders participating in Facility A. Borrower also agrees
to pay on demand and solely for the account of Agent, any and all additional
customary LC fees including those relating to administering, issuing,
confirming, negotiating or amending LCs.

       4.4 Facility A Commitment Fee. Borrower shall pay to Agent for the
account of each Lender a commitment fee ("COMMITMENT FEE"), payable as it
accrues on each March 31, June 30, September 30,

Amended and Restated Credit Agreement- Page 25

<PAGE>

and December 31, and on the Facility A Maturity Date, equal to the Applicable
Margin times the amount by which (a) such Lender's Facility A Committed Sum
exceeds (b) such Lender's average daily Facility A Commitment Usage, in each
case during the calendar quarter ending on such date. If there is any change in
the Applicable Margin during any quarter, the average daily amount shall be
computed and multiplied by the Applicable Margin separately for each period that
such Applicable Margin was in effect during such quarter.

SECTION 5 SECURITY.

       5.1 Intentionally Omitted.

       5.2 Collateral. Full and complete payment of the Obligation is secured by
all of the property (together with proceeds thereof and any additional
collateral ever furnished under SECTION 5.3, the "COLLATERAL") described in the
following Security Documents: a security agreement in respect of all accounts
receivable, equipment (except as otherwise provided pursuant to the terms of
such security agreement), fixtures, inventory, escrow accounts and other
personal property of the Borrower, a pledge agreement executed by the Borrower
of all owned capital stock of any Subsidiary, provided that the pledge as
respects the capital stock of a foreign Subsidiary shall be limited to
sixty-five percent (65%) of such Subsidiary's capital stock, and a negative
pledge agreement of the Borrower not to encumber any tangible personal property
or real property, whether owned or leased, with any Liens not agreed to by
Agent.

       5.3 Additional Security and Guaranties. Agent may, without notice or
demand and without affecting any Person's obligations under the Loan Papers,
from time to time (a) receive and hold additional collateral from any Person for
the payment of all or any part of the Obligation and exchange, enforce or
release all or any part of that collateral and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Obligation and
release any endorser or guarantor, or any Person who has given any other
security for the payment of all or any part of the Obligation, or any other
Person in any way obligated to pay all or any part of the Obligation.

       5.4 Financing Statements. Borrower will file, or cause to be filed,
financing statements and will execute, or cause to be executed, stock powers and
other writings in the form and content reasonably required by Agent, and
Borrower will pay all costs of filing any financing, continuation or termination
statements, or other action taken by Agent relating to the Collateral,
including, without limitation, costs and expenses of any Lien search reasonably
required by Agent.

SECTION 6 CONDITIONS PRECEDENT.

       6.1 Payment of Facility B. This Agreement shall not become effective
until the Facility B Principal Debt is paid in full, as described in SECTION
3.2(b)(II).

       6.2 Initial Borrowing. Lenders will not be obligated to fund the initial
Borrowing unless Agent has timely received (a) a Borrowing Request and (b) all
of the items described on the attached SCHEDULE 6.

       6.3 All Borrowings or LCs. In addition, Lenders will not be obligated to
fund (as opposed to continue or convert) any Borrowing, and Agent will not be
obligated to issue any LC, as the case may be, unless on the applicable
Borrowing Date, issue date, or creation date (and after giving effect to the
requested Borrowing or LC), as the case may be: (a) Agent shall have timely
received a Borrowing Request or LC Request (together with the applicable duly
executed LC Agreement), as the case may be;

Amended and Restated Credit Agreement- Page 26

<PAGE>

(b) Agent shall have received any applicable LC fee; (c) all of the
representations and warranties of the Borrower in the Loan Papers are true and
correct in all material respects (unless they speak to a specific date or are
based on facts which have changed by transactions contemplated or permitted by
this Agreement); (d) no Default or Potential Default exists; and (e) the funding
of the Borrowing, issuance of the LC, as the case may be, is permitted by Law.
Upon Agent's request, Borrower shall deliver to Agent evidence substantiating
any of the matters in the Loan Papers that are necessary to enable Borrower to
qualify for the Borrowing or LC, as the case may be.

       6.4 Materiality of Conditions. Each condition precedent in this Agreement
(including, without limitation, those on the attached SCHEDULE 6) is material to
the transactions contemplated by this Agreement, and time is of the essence with
respect to each condition precedent.

       6.5 Waiver. Subject to the prior approval of Majority Lenders, Lenders
may fund any Borrowing, and Agent may issue any LC, without all conditions being
satisfied, but, to the extent permitted by Law, that funding and issuance shall
not be deemed to be a waiver of the requirement that each condition precedent be
satisfied as a prerequisite for any subsequent funding or issuance, unless
Majority Lenders specifically waive each item in writing.

SECTION 7 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Agent and Lenders as follows:

       7.1 Purpose of Credit Facility. Borrower will use proceeds of Facility A
Borrowings and LCs for working capital and general corporate purposes of the
Companies, to refinance certain indebtedness of Borrower. No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any "margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System,
as amended. No part of the proceeds of any LC draft or drawing, or Borrowing
will be used, directly or indirectly, for a purpose that violates any Law,
including without limitation, the provisions of Regulation U.

       7.2 Corporate Existence, Good Standing, Authority, and Compliance. Each
Company is duly organized, validly existing, and in good standing under the Laws
of the jurisdiction in which it is incorporated or organized as identified on
the attached SCHEDULE 7.2 or on the most recently amended SCHEDULE 7.2. Except
where failure is not a Material Adverse Event, each Company (a) is duly
qualified to transact business and is in good standing as a foreign corporation
or other entity in each jurisdiction where the nature and extent of its business
and properties require due qualification and good standing (those jurisdictions
being identified on the attached SCHEDULE 7.2 or on the most recently amended
SCHEDULE 7.2; (b) possesses all requisite authority, permits, and power to
conduct its business as is now being, or is contemplated by this Agreement to
be, conducted; and (c) is in compliance with all applicable Laws, except in each
case where the failure to so qualify, to possess such authority, permits, or
power or to comply with such Law would not cause a Material Adverse Event.

       7.3 Subsidiaries. As of the date of this Agreement, Borrower has no
Subsidiaries except as disclosed on the attached SCHEDULE 7.3 or on the most
recently amended SCHEDULE 7.3 reflecting changes to the schedule as a result of
transactions permitted by this Agreement. All of the outstanding shares of
capital stock (or similar voting interests) of those Subsidiaries are duly
authorized, validly issued, fully paid and nonassessable and are owned of record
and beneficially as set forth thereon, free and clear of any Liens,
restrictions, claims or Rights of another Person, other than Permitted Liens,
and are not subject to any warrant, option or other acquisition Right of any
Person or subject to any transfer restriction except for restrictions imposed by
securities Laws and general corporate Laws.

Amended and Restated Credit Agreement- Page 27

<PAGE>

       7.4 Authorization and Contravention. The execution and delivery by each
Company of each Loan Paper or related document to which it is a party and the
performance by it of its obligations thereunder (a) are within its corporate
power; (b) have been duly authorized by all necessary corporate action; (c)
require no action by or filing with any Tribunal (other than any action or
filing that has been taken or made on or before the date of this Agreement or
which would not cause a Material Adverse Event); (d) do not violate any
provision of its charter or bylaws; (e) do not violate any provision of Law or
order of any Tribunal applicable to it, other than violations that individually
or collectively are not a Material Adverse Event; (f) do not violate any
Material Agreements to which it is a party, other than a violation which would
not cause a Material Adverse Event; or (g) do not result in the creation or
imposition of any Lien (other than the Lender Liens) on any asset of any
Company.

       7.5 Binding Effect. Upon execution and delivery by all parties thereto,
each Loan Paper will constitute a legal and binding obligation of each Company
party thereto, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.

       7.6 Financial Statements; Fiscal Year. The Current Financials were
prepared in accordance with GAAP and present fairly, in all material respects,
the consolidated financial condition, results of operations, and cash flows of
the Companies as of, and for the portion of the fiscal year ending, on the date
or dates thereof (subject only to normal year-end adjustments). All material
liabilities of the Companies as of the date or dates of the Current Financials
are reflected therein or in the notes thereto. Except for transactions directly
related to, or specifically contemplated by, the Loan Papers, no subsequent
material adverse changes have occurred in the consolidated financial condition
of the Companies from that shown in the Current Financials, nor has any Company
incurred any subsequent material liability. The fiscal year of each Company ends
on the last Saturday in March.

       7.7 Litigation. Except as disclosed on the attached SCHEDULE 7.7 or the
most recently amended SCHEDULE 7.7, no Company is subject to, or aware of the
threat of, any Litigation that is reasonably likely to be determined adversely
to any Company or, if so adversely determined, is a Material Adverse Event.
Except as permitted under SECTION 11.4, no outstanding and unpaid judgments
against any Company exist.

       7.8 Taxes. All Tax returns of each Company required to be filed have been
filed (or extensions have been granted) before delinquency, except for returns
for which the failure to file is not a Material Adverse Event, and all Taxes
imposed upon each Company that are due and payable have been paid before
delinquency, other than Taxes for which the criteria for Permitted Liens have
been satisfied or for which nonpayment is not a Material Adverse Event.

       7.9 Environmental Matters. Except as disclosed on SCHEDULE 7.9 or on the
most recently amended SCHEDULE 7.9, (a) no Company knows of any environmental
condition or circumstance materially adversely affecting any Company's
properties taken as a whole or operations; (b) no Company has received any
report of any Company's material violation of any Environmental Law;(c) no
Company knows that any Company is under any obligation to remedy any material
violation of any Environmental Law; or (d) no facility of any Company is used
for, or to the knowledge of any Company has been used for, storage, treatment,
or disposal of any Hazardous Substance, excluding the storage of Hazardous
Substances in amounts commonly and lawfully used in automotive repair shops
which have been handled in compliance with applicable Environmental Law. Except
as disclosed in SCHEDULE 7.9, each Company has taken prudent steps to determine
that its properties and operations do not violate any Environmental Law, other
than violations that are not, individually or in the aggregate, a Material

Amended and Restated Credit Agreement- Page 28

<PAGE>

Adverse Event, except where such condition, circumstance, violation or
non-compliance would not reasonably be expected to have a monetary impact or
cost to the Borrower equal to or in excess of five percent (5%) of the
Borrower's pre-tax income during the preceding Four Quarter Period, such amount
not to exceed $1,000,000.

       7.10 Employee Plans. Except where occurrence or existence is not a
Material Adverse Event, (a) no Employee Plan has incurred an "accumulated
funding deficiency" (as defined in section 302 of ERISA or section 412 of the
Code); (b) no Company has incurred liability under ERISA to the PBGC in
connection with any Employee Plan (other than required insurance premiums, all
of which have been paid); (c) no Company has withdrawn in whole or in part from
participation in a Multiemployer Plan; (d) no Company has engaged in any
"prohibited transaction" (as defined in section 406 of ERISA or section 4975 of
the Code); and (e) no Reportable Event has occurred, excluding events for which
the notice requirement is waived under applicable PBGC regulations.

       7.11 Properties; Liens. Each Company has good and marketable title to all
its property reflected on the Current Financials (except for property that is
obsolete or that has been disposed in the ordinary course of business or, after
the date of this Agreement, as otherwise permitted by SECTION 9.10 or SECTION
9.11). Except for Permitted Liens, no Lien exists on any property of any
Company, and the execution, delivery, performance, or observance of the Loan
Papers will not require or result in the creation of any Lien (other than Lender
Liens) on any Company's property.

       7.12 Location; Real Estate Interests. Each Company's chief executive
office is located at the address on the attached SCHEDULE 7.12 or on the most
recently amended SCHEDULE 7.12. Each Company's books and records concerning
accounts and accounts receivable are located at its chief executive office, and
all of its inventory (other than inventory on consignment, in transit or in the
possession of a subcontractor of any Company) is in its possession and, together
with the Company's other material assets, are located, until sold in the
ordinary course of business, at one or more of the locations on the attached
SCHEDULE 7.12 or on the most recently amended SCHEDULE 7.12. Except as described
on the attached SCHEDULE 7.12, or on the most recently amended SCHEDULE 7.12, no
Company has any ownership, leasehold, or other interest in real estate.

       7.13 Government Regulations. No Company is subject to regulation under
the Investment Company Act of 1940, as amended, or the Public Utility Holding
Company Act of 1935, as amended.

       7.14 Transactions with Affiliates. Except as disclosed on the attached
SCHEDULE 7.14 other than the most recently amended SCHEDULE 7.14 (if the
disclosures are approved by Majority Lenders), no Company is a party to a
material transaction with any of its Affiliates (excluding other Companies),
other than transactions in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than it could obtain or could
become entitled to in an arm's-length transaction with a Person that was not its
Affiliate. For purposes of this SECTION 7.14, a transaction is "material" if it
requires any Company to pay more than $1,000,000 during the term of the
governing agreement.

       7.15 Debt. No Company is an obligor on any Funded Debt, other than
Permitted Debt.

       7.16 Material Agreements. No Company is a party to any Material
Agreement, other than the Loan Papers and the Material Agreements described on
the attached SCHEDULE 7.16. All described Material Agreements are in full force
and effect, and no default or potential default exists on the part of any
Company thereunder that is a Material Adverse Event.

Amended and Restated Credit Agreement- Page 29

<PAGE>

       7.17 Insurance. Each Company maintains with financially sound,
responsible, and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against casualties and contingencies
and of types and in amounts (and with co-insurance and deductibles) as is
customary in the case of similar businesses.

       7.18 Labor Matters. No actual or threatened strikes, labor disputes,
slow downs, walkouts, or other concerted interruptions of operations by the
employees of any Company that are a Material Adverse Event exist. Hours worked
by and payment made to employees of the Companies have not been in violation of
the Fair Labor Standards Act or any other applicable Law dealing with labor
matters, other than any violations, individually or collectively, that are not a
Material Adverse Event. All payments due from any Company for employee health
and welfare insurance have been paid or accrued as a liability on its books,
other than any nonpayments that are not, individually or collectively, a
Material Adverse Event.

       7.19 Solvency. On each Borrowing Date, each Company is, and after giving
effect to the requested Borrowing will be, Solvent.

       7.20 Trade Names. No Company has used or transacted business under any
other corporate or trade name in the five-year period preceding the initial
Borrowing Date, except as disclosed on the attached SCHEDULE 7.20.

       7.21 Intellectual Property. Each Company owns or has the right to use all
material licenses, patents, patent applications, copyrights, service marks,
trademarks, trademark applications, and trade names necessary to continue to
conduct its businesses as presently conducted by it and proposed to be conducted
by it immediately after the date of this Agreement. Each Company is conducting
its business without infringement or claim of infringement of any license,
patent, copyright, service mark, trademark, trade name, trade secret or other
intellectual property right of others, other than any infringements or claims
that, if successfully asserted against or determined adversely to any Company,
would not, individually or collectively, constitute a Material Adverse Event. To
the knowledge of any Company, no infringement or claim of infringement by others
of any material license, patent, copyright, service mark, trademark, trade name,
trade secret or other intellectual property of any Company exists. Except as
disclosed on the attached SCHEDULE 7.21, or on the most recently amended
SCHEDULE 7.21, no Company has any ownership or other interest in any United
States or foreign trademark applications or registrations thereof, patent
applications or issued patents, or copyright applications or registrations
thereof.

       7.22 Full Disclosure. All information previously furnished, furnished on
the date of this Agreement, and furnished in the future, by any Company to Agent
in connection with the Loan Papers (a) was, is, and will be, true and accurate
in all material respects or based on reasonable estimates on the date the
information is stated or certified and (b) did not, does not, and will not, fail
to state any fact the omission of which would otherwise make any such
information materially misleading.

SECTION 8 AFFIRMATIVE COVENANTS. So long as Lenders are committed to fund any
Borrowings and Agent is committed to issue LCs under this Agreement, and
thereafter until the Obligation is paid in full, Borrower covenants and agrees
as follows:

       8.1 Items to be Furnished. Borrower shall cause the following to be
furnished to Agent:

       (a) Promptly after preparation, and no later than one hundred (100) days
after the last day of each fiscal year of Borrower, Financial Statements showing
the consolidated financial

Amended and Restated Credit Agreement- Page 30

<PAGE>

condition and results of operations of the Companies as of, and for the year
ended on, that last day, accompanied by:

            (i) the unqualified opinion of Borrower's Accountants, based on an
       audit using generally accepted auditing standards, that the Financial
       Statements were prepared in accordance with GAAP and present fairly, in
       all material respects, the consolidated financial condition and results
       of operations of the Companies,

            (ii) certificate from the accounting firm to Agent indicating that
       during its audit it obtained no knowledge of any Default or Potential
       Default or, if it obtained knowledge, the nature and period of existence
       thereof, and

            (iii) a Compliance Certificate with respect to the Financial
       Statements.

       (b) Promptly after preparation, and no later than fifty (50) days after
the last day of the first three fiscal quarters of Borrower, Financial
Statements showing the consolidated financial condition and results of
operations of the Companies for the fiscal quarter and for the period from the
beginning of the current fiscal year to the last day of the fiscal quarter,
subject to ordinary year-end adjustments, accompanied by a Compliance
Certificate with respect to the Financial Statements.

       (c) Within thirty (30) days after the end of each fiscal year of Borrower
(commencing with the fiscal year ending March 31, 2003, in the case of financial
projections, and commencing with the fiscal year ending March 31, 2003, in the
case of financial budgets), financial projections for the succeeding three (3)
fiscal years and the financial budget for the next succeeding fiscal year,
accompanied by a certificate executed by a Responsible Officer certifying that
the projections and budget were prepared by Borrower based on assumptions that,
in light of the historical performance of the Companies and their prospects for
the future, are reasonable as of the date prepared.

       (d) Promptly after receipt, a copy of each interim or special audit
report and management letter issued by Borrower's Accountants with respect to
any Company or its financial records.

       (e) Notice, promptly after Borrower knows or has reason to know, of (i)
the existence and status of any Litigation that, if determined adversely to any
Company, would be a Material Adverse Event; (ii) any change in any material fact
or circumstance represented or warranted by any Company in any Loan Paper; (iii)
the receipt by any Company of notice of any violation or alleged violation of
ERISA or any Environmental Law (which individually or collectively with other
violations or allegations could constitute a Material Adverse Event); or (iv) a
Default or Potential Default, specifying the nature thereof and what action the
Companies have taken, are taking, or propose to take.

       (f) Promptly after filing, copies of all material reports or filings
filed by or on behalf of any Company with any Tribunal.

       (g) Promptly upon reasonable request by Agent or Majority Lenders
(through Agent), information (not otherwise required to be furnished under the
Loan Papers) respecting the business affairs, assets, and liabilities of the
Companies and opinions, projections, certifications, and documents in addition
to those mentioned in this Agreement.

Amended and Restated Credit Agreement- Page 31

<PAGE>

       8.2 Use of Proceeds. Borrower shall use the proceeds of Borrowings only
for the purposes represented in this Agreement.

      8.3 Books and Records. Borrower will, and will cause each other Company,
to maintain books, records, and accounts necessary to prepare financial
statements in accordance with GAAP.

       8.4 Inspections. Upon reasonable request and reasonable prior notice,
Borrower will, and will cause each other Company, to allow Agent or any Lender
(or their Representatives) to inspect any of its properties, to review reports,
files, and other records, and to make and take away copies, to conduct tests or
investigations, and to discuss any of its affairs, conditions, and finances with
its other creditors, directors, officers, employees, or representatives from
time to time, during reasonable business hours.

       8.5 Taxes. Borrower will, and will cause each other Company, to promptly
pay when due any and all Taxes, other than Taxes which are being contested in
good faith by lawful proceedings diligently conducted, against which reserve or
other provision required by GAAP has been made, and in respect of which levy and
execution of any Lien have been and continue to be stayed.

       8.6 Payment of Obligations. Borrower will, and will cause each other
Company, to promptly pay (or renew and extend) all of its material obligations
as they become due (unless the obligations are being contested in good faith by
appropriate proceedings).

       8.7 Expenses. Borrower shall promptly pay, within five (5) days following
the receipt of an invoice therefor setting forth the amount thereof (a) all
costs, fees, and expenses paid or incurred by Agent and Arranger in connection
with the arrangement, syndication, and negotiation of the Facilities and the
negotiation, preparation, delivery, and execution of the Loan Papers and any
related amendment, waiver, or consent (including in each case, without
limitation, the reasonable fees and expenses of Agent's and Arranger's counsel)
and (b) all costs, fees, and expenses of Lenders, Agent, and Arranger incurred
by Agent, Arranger, or any Lender in connection with the enforcement of the
obligations of any Company arising under the Loan Papers or the exercise of any
Rights arising under the Loan Papers (including, but not limited to, reasonable
attorneys' fees, expenses, and costs paid or incurred in connection with any
workout or restructure and any action taken in connection with any Debtor Relief
Laws), all of which shall be a part of the Obligation and shall bear interest,
if not paid upon demand, at the Default Rate until repaid.

       8.8 Maintenance of Existence, Assets, and Business. Except as otherwise
permitted by SECTION 9.11, Borrower will, and will cause each other Company to
(a) maintain its corporate existence and good standing in its state of
incorporation and its authority to transact business in all other states where
failure to maintain its authority to transact business is a Material Adverse
Event; (b) maintain all licenses, permits, and franchises necessary for its
business where failure to do so is a Material Adverse Event; (c) keep all of its
assets that are useful in and necessary to its business in good working order
and condition (ordinary wear and tear excepted) and make all necessary repairs
and replacements.

       8.9 Insurance. Borrower will, and will cause each other Company to,
maintain with financially sound, responsible, and reputable insurance companies
or associations (or, as to workers' compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdictions in which it
operates) insurance concerning its properties and businesses against casualties
and contingencies and of types and in amounts (and with co-insurance and
deductibles) as is customary in the case of similar businesses similarly
situated, which insurance may provide for reasonable deductibility from coverage
thereof. Borrower shall, and shall cause each other Company to, deliver to Agent

Amended and Restated Credit Agreement- Page 32

<PAGE>

certificates of insurance for each policy of insurance and evidence of payment
of all premiums which certificates of insurance shall name Agent as an
additional insured, secured party, mortgagee and loss payee and which provide
Agent with at least thirty (30) days notice of cancellation or reduction in
coverage. If any insurance policy covered by an insurance certificate previously
delivered to Agent is altered or canceled, then Borrower shall cause to be
promptly delivered to Agent a replacement certificate (in form and substance
satisfactory to Agent).

       8.10 Preservation and Protection of Rights. Borrower will, and will cause
each other Company to, perform the acts and duly authorize, execute,
acknowledge, deliver, file, and record any additional writings as Agent or
Majority Lenders may reasonably deem necessary or appropriate to perfect and
maintain the Lender Liens and preserve and protect the Rights of Agent and
Lenders under any Loan Paper.

       8.11 Environmental Laws. Borrower will, and will cause each other Company
to, (a) conduct its business so as to comply with all applicable Environmental
Laws and shall promptly take corrective action to remedy any non-compliance with
any Environmental Law, except where failure to comply or take action would not
have a monetary impact or cost to the Borrower equal to or in excess of five
percent (5%) of the Borrower's pre-tax income during the preceding Four Quarter
Period, or would otherwise be a Material Adverse Event, such amount in no event
to exceed $1,000,000 and (b) establish and maintain a management system designed
to ensure compliance with applicable Environmental Laws and minimize financial
and other risks to each Company arising under applicable Environmental Laws or
as the result of environmentally related injuries to Persons or property.
Borrower shall deliver reasonable evidence of compliance with the foregoing
covenant to Agent within thirty (30) days after any request from Majority
Lenders.

       8.12 Subsidiaries. Borrower shall pledge to Agent for the benefit of
Lenders all stock of each Person that becomes a Subsidiary of Borrower after the
date of this Agreement (whether as a result of acquisition, creation, or
otherwise) within ten (10) days after becoming a Subsidiary of Borrower and
shall execute and deliver a stock power in form acceptable to Agent, as well as
the original stock certificate. Borrower further agrees, within ten (10 days)
after any Person becomes a Subsidiary of Borrower, that Borrower will cause such
Subsidiary to execute a Guaranty and shall promptly deliver such executed
Guaranty to the Agent.

      8.13 Indemnification. BORROWER WILL, AND WILL CAUSE EACH OTHER COMPANY TO,
JOINTLY AND SEVERALLY, INDEMNIFY, PROTECT, AND HOLD AGENT, ARRANGER, AND LENDERS
AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, REPRESENTATIVES, SUCCESSORS, AND
ASSIGNS (INCLUDING ALL OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS)
(COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
CLAIMS, AND PROCEEDINGS AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION,
ALL ATTORNEYS' FEES AND LEGAL EXPENSES WHETHER OR NOT SUIT IS BROUGHT), AND
DISBURSEMENTS OF ANY KIND OR NATURE (THE "INDEMNIFIED LIABILITIES") THAT MAY AT
ANY TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE INDEMNIFIED PARTIES,
IN ANY WAY RELATING TO OR ARISING OUT OF (A) THE DIRECT OR INDIRECT RESULT OF
THE VIOLATION BY ANY COMPANY OF ANY ENVIRONMENTAL LAW; (B) ANY COMPANY'S
GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL, OR PRESENCE IN CONNECTION WITH ITS PROPERTIES OF A

Amended and Restated Credit Agreement- Page 33

<PAGE>

HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT LIMITATION, (I) ALL DAMAGES OF ANY USE,
GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL, OR PRESENCE OR (II) THE COSTS OF ANY ENVIRONMENTAL
INVESTIGATION, MONITORING, REPAIR, CLEANUP, OR DETOXIFICATION AND THE
PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS); OR (C)
THE LOAN PAPERS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN. HOWEVER,
ALTHOUGH EACH INDEMNIFIED PARTY HAS THE RIGHT TO BE INDEMNIFIED UNDER THE LOAN
PAPERS FOR ITS OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY HAS THE RIGHT TO BE
INDEMNIFIED UNDER THE LOAN PAPERS FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR
WILLFUL MISCONDUCT. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET
FORTH IN THIS PARAGRAPH SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT.

       8.14 Further Assurances. The Borrower shall, and shall cause each
Guarantor to, do such further things and execute such additional documents
(including, without limitation, the perfection of security interest, in
after-acquired property) as are reasonably requested by Lenders or the Agent.

       8.15 Change of Control. Borrower shall promptly, but in any event within
five (5) Business Days, give written notice to Agent upon obtaining knowledge of
the occurrence of a Change of Control.

SECTION 9 NEGATIVE COVENANTS. So long as Lenders are committed to fund
Borrowings and the Agent is committed to issue LCs under this Agreement, and
thereafter until the Obligation is paid in full, Borrower covenants and agrees
as follows:

       9.1 Taxes. Borrower may not and may not permit any Company to use any
portion of the proceeds of any Borrowing to pay the wages of employees, unless a
timely payment to or deposit with the United States of America of all amounts of
Tax required to be deducted and withheld with respect to such wages is also
made.

       9.2 Payment of Obligations. Borrower may not and may not permit any
Company to voluntarily prepay principal of, or interest on, any Debt other than
the Obligation, if a Default or Potential Default exists.

       9.3 Employee Plans. Except where a Material Adverse Event would not
result, Borrower may not and may not permit any Company to permit any of the
events or circumstances described in SECTION 7.10 to exist or occur.

       9.4 Debt and Debt Instruments. Borrower may not and may not permit any
Company to create, incur, or suffer to exist any Funded Debt, other than
Permitted Debt, nor materially modify any Debt that is subordinate to the
Obligations or any document or instrument evidencing such Debt.

       9.5 Liens. Borrower may not and may not permit any Company to (a) create,
incur, or suffer or permit to be created or incurred or to exist any Lien upon
any of its assets other than Permitted Liens or (b) enter into or permit to
exist any arrangement or agreement that directly or indirectly prohibits any
Company from creating or incurring any Lien on any of its assets, other than the
Loan Papers and leases that place a Lien prohibition on only the leased
property.

Amended and Restated Credit Agreement- Page 1

<PAGE>

       9.6 Transactions with Affiliates. Except as disclosed on the attached
SCHEDULE 7.14, or on the most recently amended SCHEDULE 7.14, (if the
disclosures are approved by Majority Lenders), Borrower may not and may not
permit any Company to enter into any material transaction with any of its
Affiliates (excluding other Companies), other than transactions in the ordinary
course of business and upon fair and reasonable terms not materially less
favorable than it could obtain or could become entitled to in an arm's-length
transaction with a Person that was not its Affiliate. For purposes of this
SECTION 9.6, a transaction is "material" if it requires any Company to pay more
than $1,000,000 during the term of the agreement governing such transaction.

       9.7 Compliance with Laws and Documents. Borrower may not and may not
permit any Company to (a) violate the provisions of any Laws applicable to it or
of any Material Agreement to which it is a party if that violation alone, or
when aggregated with all other violations, would be a Material Adverse Event;
(b) violate the provisions of its charter or bylaws; or (c) repeal, replace, or
amend any provision of its charter or bylaws if that action would be a Material
Adverse Event.

       9.8 Loans, Advances and Investments. Except as permitted by SECTION 9.9
or SECTION 9.11, Borrower may not and may not permit any Company to make any
loan, advance, extension of credit or capital contribution to, make any
investment in, or purchase or commit to purchase any stock or other securities
or evidences of Debt of, or interests in, any other Person; provided, however,
that Borrower or a Company may make an advance to, investment in or purchase
from another Person if (1) (a) such action results in the acquisition of such
Person by Borrower or such Company, (b) such action results in the Borrower's
direct or indirect ownership of new stores, (c) the Person being acquired is in
a line of business which is substantially the same as or complimentary to the
Borrower's principal line of business, (d) the Person being acquired is located
in either the United States or Canada east of the Rocky Mountains, (e) the
Person being acquired will not exceed twenty percent (20%) growth in the total
number of service bays owned or leased by Borrower immediately prior to the date
of the proposed acquisition, and (f) immediately after giving effect to such
acquisition, the Companies shall be in compliance with all covenants under
ARTICLE 10 and shall not be in Default or Potential Default under this
Agreement, or (2) such action is used to provide financial assistance to third
parties that may be purchasing or subleasing certain facilities owned or leased
by Borrower and the cumulative principal amount of such financing is not greater
than $5,000,000 (provided that such third party loans shall be assigned to
Lenders and shall not exceed a term of five (5) years); provided, further, that
if any acquisition is in excess of an aggregate cost to the Borrower or such
Company of more than $5,000,000, the Borrower shall provide to the Lenders
evidence of compliance with all covenants in this Agreement prior to the
consummation of such acquisition, or (3) such action is for investments in Cash
Equivalents.

       9.9 Dividends and Distributions. Borrower may not and may not permit any
Company to declare, make, or pay any Distribution other than Distributions
declared, made, or paid by (a) Borrower wholly in the form of its capital stock;
or (b) any other Company to Borrower. Borrower may not and may not permit any
Company to enter into or permit to exist any arrangement or agreement (other
than the Loan Papers) that prohibits it from paying dividends or other
distributions to its shareholders.

       9.10 Sale of Assets. Borrower may not and may not permit any Company to
sell, assign, lease, transfer, or otherwise dispose of any of its assets, other
than (a) sales of inventory in the ordinary course of business; (b) the sale,
discount, or transfer of delinquent accounts receivable in the ordinary course
of business for purposes of collection; (c) occasional sales, leases, or other
dispositions of immaterial assets for consideration not less than fair market
value; (d) sales, leases, or other dispositions of assets that are obsolete or
have negligible fair market value; (e) sales of equipment for a fair and
adequate consideration (but if replacement equipment is necessary for the proper
operation of the business of the seller, the seller

Amended and Restated Credit Agreement- Page 35

<PAGE>

must promptly replace the sold equipment); (f) sale and leasebacks of real
property that do not in the aggregate exceed forty percent (40%) of the
Borrower's capital expenditures in the prior fiscal year; (g) sale, lease, or
other disposition by a Company of its assets to the Borrower; (h) sale and
leasebacks of equipment that are acquired and sold within twelve (12) months of
acquisition of such equipment, (i) sales of assets having an aggregate fair
market value not exceeding $4,000,000 during any fiscal year of Borrower and
sold for a price which is within a fair market value for such assets, excluding
from such aggregate fair market value under this clause (i) the value of any
asset purchased from the Brazos Facility on the Effective Date and then sold
within two (2) years from the Effective Date for a price which is within the
fair market value for such assets; or (j) as disclosed on the attached SCHEDULE
9.10.

       9.11 Mergers and Dissolutions. Borrower may not and may not permit any
Company to merge or consolidate with any other Person or liquidate, wind up, or
dissolve (or suffer any liquidation or dissolution); provided, however, if after
giving effect thereto, no Default shall have occurred and be continuing (a) any
Person (other than Monro Leasing, LLC) may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation; (b) any Person
other than the Borrower may merge into any Subsidiary of the Borrower (other
than Monro Leasing, LLC) in a transaction in which the surviving entity is such
Subsidiary; and (c) any Subsidiary of the Borrower (other than Monro Leasing,
LLC) may liquidate or dissolve so long as the Borrower determines in good faith
that such liquidation or dissolution is in the best interest of the Borrower.

       9.12 Assignment. Borrower may not and may not permit any Company to
assign or transfer any of its Rights, duties, or obligations under any of the
Loan Papers.

       9.13 Fiscal Year and Accounting Methods. Borrower may not and may not
permit any Company to change its fiscal year or its method of accounting (other
than immaterial changes in methods or as required or permitted by GAAP).

       9.14 New Businesses. Borrower may not and may not permit any Company to
engage in any business except the businesses in which they are presently engaged
and any other reasonably related business.

       9.15 Government Regulations. Borrower may not and may not permit any
Company to conduct its business in a way that it becomes regulated under the
Investment Company Act of 1940, as amended, or the Public Utility Holding
Company Act of 1935, as amended.

       9.16 Leases; Sale-Leasebacks; Tax Leases. Except as otherwise provided
herein the Borrower will not, and will not permit any Subsidiary to, enter into
any arrangement whereby the Borrower or any such Subsidiary shall sell or
transfer property owned by the Borrower or such Subsidiary and then or
thereafter as Lessee rent or lease such property (any such arrangement being
herein referred to as a "sale-leaseback") other than (i) a sale-leaseback solely
with the Borrower or a Wholly-Owned Subsidiary, (ii) $10,000,000 of
sale-leasebacks of equipment (and extensions and renewals of such transaction)
with Citizens Bank of Massachusetts, (iii) the existing balances under the
leases as of the Effective Date pursuant to that certain $7,000,000.00
off-balance sheet transaction with Fleet National Bank existing on September 15,
1998), or (iv) a lease for temporary period, not in excess of three (3) months,
to permit the orderly relocation of operations carried on in or at a facility
subsequent to the sale thereof and prior to the surrender of possession thereof,
unless (x) such sale-leaseback transaction is completed within one hundred
eighty (180) days of the date of acquisition of the property involved, and (y)
such sale-leaseback is entered into in compliance with any applicable
limitations hereof and (z) at the time of consummation thereof and after giving
effect thereto no Default or Potential Default exists.

Amended and Restated Credit Agreement- Page 36

<PAGE>

       9.17 Subsidiaries. Permit any Person other than a Company to acquire,
directly or indirectly, beneficially or of record, shares representing more than
twenty percent (20%) of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of any Subsidiary of the Borrower.

SECTION 10 FINANCIAL COVENANTS. So long as Lenders are committed to fund
Borrowings and Agent is committed to issue LCs under this Agreement, and
thereafter until the Obligation is paid and performed in full, Borrower
covenants and agrees to comply with the following financial covenants as
calculated on the last day of each fiscal quarter period and certified by
Borrower in the most recent Compliance Certificate delivered to Agent, on behalf
of the Lenders, from time to time in accordance with the terms of this
Agreement:

              (a) Interest Coverage Ratio.

<Table>
<Caption>

                                    Minimum EBITDAR less
                              CAPEX to Interest Expense plus
                                      Rental Payments
                              ------------------------------
<S>                           <C>
   At Closing through              Not less than 1.95 to 1.0
        9/30/03

    Through 12/31/03               Not less than 1.95 to 1.0

    Through 12/31/04               Not less than 1.95 to 1.0

    Through 12/31/05               Not less than 1.95 to 1.0
</Table>

            (b) Adjusted Debt to EBITDAR.

                     (i) Prior to the first Acquisition after January 31, 2003,
              the Adjusted Debt to EBITDAR shall not increase above 3.50 to
              1.00;

                     (ii) Following any Acquisition after January 31, 2003, the
              Adjusted Debt to EBITDAR must not be greater than 4.00 to 1.00
              prior to closing any additional Acquisitions; and

                     (iii) At no time shall Adjusted Debt to EBITDAR exceed 4.25
              to 1.00.

            (c) Minimum Tangible Net Worth. At all times, Borrower shall meet or
       exceed the Minimum Tangible Net Worth for such period.

            (d) Recharacterization of Brazos Facility. The parties to this
       Agreement all agree to the extent that accounting rules are changed to
       require the recording of assets and debt for the Brazos Facility on the
       Borrower's books (through the consolidation of the synthetic lease
       counterparty or any other method or in any other manner), the financial
       covenants set forth herein shall be re-set at levels that are inclusive
       of the change in such covenants resulting solely from the change in
       accounting treatment of the Brazos Facility.

Amended and Restated Credit Agreement- Page 37

<PAGE>

SECTION 11 DEFAULT. The term Default means the occurrence of any one or more of
the following events:

       11.1 Payment of Obligation. The failure of any Company to pay any part of
the Obligation within five (5) Business Days after it becomes due and payable
under the Loan Papers.

       11.2 Covenants. The failure of Borrower (and, if applicable, any other
Company) to punctually and properly perform, observe, and comply with:

            (a) Any covenant or agreement contained in SECTIONS 8.2, 9.2, 9.9,
       9.10, 9.11, 9.12, or 9.16;

            (b) Any covenant or agreement contained in SECTION 8.1(a) and (b),
       8.3, 8.4, 8.8, 9.3, 9.4, 9.8, 9.13, 9.14, 9.15, or 9.17, and failure
       continues for ten (10) days after the first to occur of (i) Borrower
       knows of or (ii) Borrower receives notice from Agent of, such failure; or

            (c) Any other covenant or agreement contained in any Loan Paper
       (other than the covenants to pay the Obligation and the covenants in
       CLAUSES (a) and (b) preceding), and failure continues for thirty (30)
       days after the first to occur of (i) Borrower knows of or (ii) Borrower
       receives notice from Agent of, such failure.

       11.3 Debtor Relief. Any Company (a) is not Solvent; (b) fails to pay its
Debts generally as they become due; (c) voluntarily seeks, consents to, or
acquiesces in the benefit of any Debtor Relief Law; or (d) becomes a party to or
is made the subject of any proceeding provided for by any Debtor Relief Law,
other than as a creditor or claimant, that could suspend or otherwise adversely
affect the Rights of Agent or any Lender granted in the Loan Papers (unless, if
the proceeding is involuntary, the applicable petition is dismissed within sixty
(60) days after its filing).

       11.4 Judgments and Attachments. Any Company fails, within sixty (60) days
after entry, to pay, bond or otherwise discharge any judgment or order for the
payment of money in excess of $1,000,000 (individually or collectively) or any
warrant of attachment, sequestration, or similar proceeding against any
Company's assets having a value (individually or collectively) of $1,000,000,
which is neither (a) stayed on appeal nor (b) diligently contested in good faith
by appropriate proceedings and adequate reserves have been set aside on its
books in accordance with GAAP.

       11.5 Government Action. (a) A final non-appealable order is issued by any
Tribunal (including, but not limited to, the United States Justice Department)
seeking to cause any Company to divest a significant portion of its assets under
any antitrust, restraint of trade, unfair competition, industry regulation or
similar Laws or (b) any Tribunal condemns, seizes or otherwise appropriates or
takes custody or control of all or any substantial portion of the assets of any
Company.

       11.6 Misrepresentation. Any material representation or warranty made by
any Company contained in any Loan Paper at any time proves to have been
materially incorrect when made.

       11.7 [Intentionally Omitted]

       11.8 Material Adverse Event. A Material Adverse Event occurs and is
continuing.

       11.9 Default Under Other Agreements. (a) Any Company fails to pay when
due (after lapse of any applicable grace period) any Debt in excess
(individually or collectively) of $1,000,000; (b) any

Amended and Restated Credit Agreement- Page 38

<PAGE>

default exists under any agreement to which a Company is a party, the effect of
which is to cause, or to permit any Person (other than a Company) to cause, an
amount in excess (individually or collectively) of $1,000,000 to become due and
payable by any Company before its stated maturity; (c) any Debt in excess
(individually or collectively) of $1,000,000 is declared to be due and payable
or required to be prepaid by any Company before its stated maturity; or (d) a
default occurs under the Brazos Facility.

       11.10 LCs. Agent is served with, or becomes subject to, a court order,
injunction, or other process or decree restraining or seeking to restrain it
from paying any amount under any LC and either (a) a drawing has occurred under
the LC and Borrower has refused to reimburse Agent for payment or (b) the
expiration date of the LC has occurred but the right of any beneficiary
thereunder to draw under the LC has been extended past the expiration date in
connection with the pendency of the related court action or proceeding and
Borrower has failed to deposit with Agent cash collateral in an amount equal to
Agent's maximum exposure under the LC.

       11.11 Validity and Enforceability of Loan Papers. Except in accordance
with its terms or as otherwise expressly permitted by this Agreement, any Loan
Paper at any time after its execution and delivery ceases to be in full force
and effect in any material respect or is declared by a Tribunal to be null and
void or its validity or enforceability is contested in writing by any Company
party thereto or any Company denies in writing that it has any further liability
or obligations under any Loan Paper to which it is a party.

       11.12 Employee Benefit Plans. Any of the following exists with respect to
any Employee Plan of any Company: (a) a Reportable Event; (b) disqualification
or involuntary termination proceedings; (c) voluntary termination proceedings
are initiated while a funding deficiency (as determined under section 412 of the
Code) exists; (d) withdrawal liability exists with respect to a Multiemployer
Plan; (e) a trustee is appointed by any federal district court or the PBGC to
administer an Employee Plan; (f) termination proceedings are initiated by the
PBGC; (g) failure by any Company to promptly notify Agent upon its receipt of
notice of any proceeding or other actions that may result in termination of an
Employee Plan if the proceeding or termination would constitute a Material
Adverse Event.

SECTION 12 RIGHTS AND REMEDIES.

       12.1 Remedies Upon Default.

            (a) If a Default (i) occurs under SECTION 11.3(c) or (ii) occurs and
       is continuing under SECTION 11.3(a), (b), or (d), the commitment to
       extend credit under this Agreement automatically terminates, the entire
       unpaid balance of the Obligation automatically becomes due and payable
       without any action of any kind whatsoever, and Borrower must provide cash
       collateral in an amount equal to the then-existing LC Exposure.

            (b) If a Default occurs and is continuing, subject to the terms of
       SECTION 13.5(b), Agent may (with the consent of, and must, upon the
       request of, Majority Lenders), do any one or more of the following: (i)
       if the maturity of the Obligation has not already been accelerated under
       SECTION 12.1(a), declare the entire unpaid balance of all or any part of
       the Obligation immediately due and payable, whereupon it is due and
       payable; (ii) terminate the commitments of Lenders to extend credit under
       this Agreement; (iii) reduce any claim to judgment; (iv) to the extent
       permitted by Law, exercise (or request each Lender to, and each Lender is
       entitled to, exercise) the Rights of offset or banker's Lien against the
       interest of any Company in and to every account and other property of any
       Company that are in the possession of Agent or any Lender to the

Amended and Restated Credit Agreement- Page 39

<PAGE>

       extent of the full amount of the Obligation (and to the extent permitted
       by Law, each Company is deemed directly obligated to each Lender in the
       full amount of the Obligation for this purpose); (v) demand Borrower to
       provide cash collateral in an amount equal to the LC Exposure then
       existing; and (vi) exercise any and all other legal or equitable Rights
       afforded by the Loan Papers, the Laws of the State of New York, or any
       other applicable jurisdiction.

            (c) If, in reliance on SECTION 13.5(b), Agent refuses to take any
       action under SECTION 12.1(b) at the request of Majority Lenders, then
       Majority Lenders may take that action.

       12.2 Company Waivers. To the extent permitted by Law, each Company waives
presentment and demand for payment, protest, notice of intention to accelerate,
notice of acceleration, and notice of protest and nonpayment and agrees that its
liability with respect to all or any part of the Obligation is not affected by
any renewal or extension in the time of payment of all or any part of the
Obligation, by any indulgence, or by any release or change in any security for
the payment of all or any part of the Obligation.

       12.3 Performance by Agent. If any covenant, duty or agreement of any
Company is not performed in accordance with the terms of the Loan Papers, Agent
may, while a Default exists, at its option (but subject to the approval of
Majority Lenders), perform or attempt to perform that covenant, duty or
agreement on behalf of that Company (and any amount expended by Agent in its
performance or attempted performance is payable by the Companies, jointly and
severally, to Agent on demand, becomes part of the Obligation, and bears
interest at the Default Rate from the date of Agent's expenditure until paid).
However, neither Agent nor any Lender assumes or shall have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of any Company.

       12.4 Not in Control. None of the covenants or other provisions contained
in any Loan Paper shall, or shall be deemed to, give Agent or Lenders the Right
to exercise control over the assets (including, without limitation, real
property), affairs, or management of any Company; the power of Agent and Lenders
is limited to the Right to exercise the remedies provided in this SECTION 12.

       12.5 Course of Dealing. The acceptance by Agent or Lenders of any partial
payment on the Obligation shall not be deemed to be a waiver of any Default then
existing. No waiver by Agent, Majority Lenders, or Lenders of any Default shall
be deemed to be a waiver of any other then-existing or subsequent Default. No
delay or omission by Agent, Majority Lenders, or Lenders in exercising any Right
under the Loan Papers will impair that Right or be construed as a waiver thereof
or any acquiescence therein, nor will any single or partial exercise of any
Right preclude other or further exercise thereof or the exercise of any other
Right under the Loan Papers or otherwise.

       12.6 Cumulative Rights. All Rights available to Agent, Majority Lenders,
and Lenders under the Loan Papers are cumulative of and in addition to all other
Rights granted to Agent, Majority Lenders, and Lenders at law or in equity,
whether or not the Obligation is due and payable and whether or not Agent,
Majority Lenders, or Lenders have instituted any suit for collection,
foreclosure, or other action in connection with the Loan Papers.

       12.7 Application of Proceeds. Any and all proceeds ever received by Agent
or Lenders from the exercise of any Rights pertaining to the Obligation shall be
applied to the Obligation according to SECTION 3.11.

Amended and Restated Credit Agreement- Page 40

<PAGE>

       12.8 Diminution in Value of Collateral. Neither Agent nor any Lender has
any liability or responsibility whatsoever for any diminution in or loss of
value of any collateral now or hereafter securing payment or performance of all
or any part of the Obligation (other than diminution in or loss of value caused
by its gross negligence or willful misconduct).

       12.9 Certain Proceedings. Borrower will promptly execute and deliver, or
cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers Agent
or Majority Lenders reasonably request in connection with the obtaining of any
consent, approval, registration, qualification, permit, license, or
authorization of any Tribunal or other Person necessary or appropriate for the
effective exercise of any Rights under the Loan Papers. Because Borrower agrees
that Agent's and Majority Lenders' remedies at Law for failure of Borrower to
comply with the provisions of this paragraph would be inadequate and that
failure would not be adequately compensable in damages, Borrower agrees that the
covenants of this paragraph may be specifically enforced.

       12.10 Change of Control. The Majority Lenders shall, upon the happening
of a Change of Control, have the privilege of declaring the Notes to be due and
payable on a date not earlier than sixty (60) days from the date of the exercise
of said privilege. The Notes then outstanding shall thereupon become due and
payable on the date specified in the notice sent to Borrower by Agent including
all Principal Debt plus accrued interest thereon to the Maturity Date and any
amounts owed by Borrower to Agent or the Lenders pursuant to this Credit
Agreement or the other Loan Papers.

SECTION 13 AGREEMENT AMONG LENDERS.

       13.1 Agent.

            (a) Each Lender appoints Agent (and Agent accepts appointment) as
       its nominee and agent, in its name and on its behalf: (i) to act as its
       nominee and on its behalf in, under and in accordance with all Loan
       Papers; (ii) to arrange the means whereby its funds are to be made
       available to Borrower under the Loan Papers; (iii) to take any action
       that it properly requests under the Loan Papers (subject to the
       concurrence of other Lenders as may be required under the Loan Papers);
       (iv) to receive all documents and items to be furnished to it under the
       Loan Papers; (v) to be the secured party, mortgagee, beneficiary,
       recipient, and similar party in respect of any collateral for the benefit
       of Lenders; (vi) to promptly distribute to it all material information,
       requests, documents, and items received from Borrower under the Loan
       Papers; (vii) to promptly distribute to it its ratable part of each
       payment or prepayment (whether voluntary, as proceeds of collateral upon
       or after foreclosure, as proceeds of insurance thereon, or otherwise) in
       accordance with the terms of the Loan Papers (including without
       limitation, environmental notices, notices of default and all financial
       statements and Compliance Certificates); and (viii) to deliver to the
       appropriate Persons requests, demands, approvals, and consents received
       from it. However, Agent may not be required to take any action that
       exposes it to personal liability or that is contrary to any Loan Paper or
       applicable Law.

            (b) If the initial or any successor Agent ever ceases to be a party
       to this Agreement or if the initial or any successor Agent ever resigns
       (whether voluntarily or at the request of Majority Lenders), then
       Majority Lenders shall appoint the successor Agent from among the Lenders
       with Commitment Sums of at least $10,000,000 (other than the resigning
       Agent). If Majority Lenders fail to appoint a successor Agent within
       thirty (30) days after the resigning Agent has given notice of
       resignation or Majority Lenders have removed the resigning Agent,

Amended and Restated Credit Agreement- Page 41

<PAGE>

       then the resigning Agent may, on behalf of Lenders and with the consent
       of the Borrower, which shall not be unreasonably withheld or delayed,
       appoint a successor Agent, which must be a commercial bank having a
       combined capital and surplus of at least $1,000,000,000 (as shown on its
       most recently published statement of condition). Upon its acceptance of
       appointment as successor Agent, the successor Agent succeeds to and
       becomes vested with all of the Rights of the prior Agent, and the prior
       Agent is discharged from its duties and obligations of Agent under the
       Loan Papers (but, when used in connection with LCs issued and outstanding
       before the appointment of the successor Agent, "Agent" shall continue to
       refer solely to JPMorgan Chase Bank), and each Lender shall execute such
       documents as any Lender, the resigning or removed Agent, or the successor
       Agent reasonably request to reflect the change. After any Agent's
       resignation or removal as Agent under the Loan Papers, the provisions of
       this SECTION 13 inure to its benefit as to any actions taken or omitted
       to be taken by it while it was Agent under the Loan Papers.

            (c) Agent, in its capacity as a Lender, has the same Rights under
       the Loan Papers as any other Lender and may exercise those Rights as if
       it were not acting as Agent; the term "Lender" shall, unless the context
       otherwise indicates, include Agent; and Agent's resignation or removal
       shall not impair or otherwise affect any Rights that it has or may have
       in its capacity as an individual Lender. Each Lender and Borrower agree
       that Agent is not a fiduciary for Lenders or for Borrower but simply is
       acting in the capacity described in this Agreement to alleviate
       administrative burdens for Borrower and Lenders, that Agent has no duties
       or responsibilities to Lenders or Borrower except those expressly set
       forth in the Loan Papers, and that Agent in its capacity as a Lender has
       all Rights of any other Lender.

            (d) Agent may now or hereafter be engaged in one or more loan,
       letter of credit, leasing or other financing transaction with Borrower,
       act as trustee or depositary for Borrower, or otherwise be engaged in
       other transactions with Borrower (the "OTHER ACTIVITIES") not the subject
       of the Loan Papers. Without limiting the Rights of Lenders specifically
       set forth in the Loan Papers, Agent is not responsible to account to
       Lenders for those other activities, and no Lender shall have any interest
       in any other activities, any present or future guaranties by or for the
       account of Borrower that are not contemplated or included in the Loan
       Papers, any present or future offset exercised by Agent in respect of
       those other activities, any present or future property taken as security
       for any of those other activities, or any property now or hereafter in
       Agent's possession or control that may be or become security for the
       obligations of Borrower arising under the Loan Papers by reason of the
       general description of indebtedness secured or of property contained in
       any other agreements, documents, or instruments related to any of those
       other activities (but, if any payments in respect of those guaranties or
       that property or the proceeds thereof is applied by Agent to reduce the
       Obligation, then each Lender is entitled to share ratably in the
       application as provided in the Loan Papers).

       13.2 Expenses. Each Lender shall pay its Pro Rata Part of any reasonable
expenses (including, without limitation, court costs, reasonable attorneys'
fees, and other costs of collection) incurred by Agent (while acting in such
capacity) in connection with any of the Loan Papers if Agent is not reimbursed
from other sources within thirty (30) days after incurrence. Each Lender is
entitled to receive its Pro Rata Part of any reimbursement that it makes to
Agent if Agent is subsequently reimbursed from other sources.

       13.3 Proportionate Absorption of Losses. Except as otherwise provided in
the Loan Papers, nothing in the Loan Papers gives any Lender any advantage over
any other Lender insofar as the Obligation is concerned or to relieve any Lender
from ratably absorbing any losses sustained with respect

Amended and Restated Credit Agreement- Page 42

<PAGE>

to the Obligation (except to the extent unilateral actions or inactions by any
Lender result in Borrower or any other obligor on the Obligation having any
credit, allowance, setoff, defense, or counterclaim solely with respect to all
or any part of that Lender's Pro Rata Part of the Obligation).

       13.4 Delegation of Duties; Reliance. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Papers by or through
Agent, and Lenders and Agent may perform any of their duties or exercise any of
their Rights under the Loan Papers by or through their respective
Representatives. Agent, Lenders and their respective Representatives (a) are
entitled to rely upon (and shall be protected in relying upon) any written or
oral statement believed by it or them to be genuine and correct and to have been
signed or made by the proper Person and, with respect to legal matters, upon
opinion of counsel selected by Agent or that Lender (but nothing in this CLAUSE
(a) permits Agent to rely on (i) oral statements if a writing is required by
this Agreement or (ii) any other writing if a specific writing is required by
this Agreement), (b) are entitled to deem and treat each Lender as the owner and
holder of its Pro Rata Part of the Principal Debt for all purposes until,
subject to SECTION 14.12, written notice of the assignment or transfer is given
to and received by Agent (and any request, authorization, consent or approval of
any Lender is conclusive and binding on each subsequent holder, assignee or
transferee of or Participant in that Lender's Pro Rata Part of the Principal
Debt until that notice is given and received), (c) are not deemed to have notice
of the occurrence of a Default unless a responsible officer of Agent, who
handles matters associated with the Loan Papers and transactions thereunder, has
actual knowledge or Agent has been notified by a Lender or Borrower, and (d) are
entitled to consult with legal counsel (including counsel for Borrower),
independent accountants, and other experts selected by Agent and are not liable
for any action taken or omitted to be taken in good faith by it in accordance
with the advice of counsel, accountants, or experts.

       13.5 Limitation of Agent's Liability.

            (a) Neither Agent nor any of its Representatives will be liable for
       any action taken or omitted to be taken by it or them under the Loan
       Papers in good faith and believed by it or them to be within the
       discretion or power conferred upon it or them by the Loan Papers or be
       responsible for the consequences of any error of judgment (except for
       fraud, gross negligence or willful misconduct), and neither Agent nor any
       of its Representatives has a fiduciary relationship with any Lender by
       virtue of the Loan Papers (but nothing in this Agreement negates the
       obligation of Agent to account for funds received by it for the account
       of any Lender).

            (b) Unless indemnified to its satisfaction, Agent may not be
       compelled to do any act under the Loan Papers or to take any action
       toward the execution or enforcement of the powers thereby created or to
       prosecute or defend any suit in respect of the Loan Papers. If Agent
       requests instructions from Lenders, or Majority Lenders, as the case may
       be, with respect to any act or action in connection with any Loan Paper,
       Agent is entitled to refrain (without incurring any liability to any
       Person by so refraining) from that act or action unless and until it has
       received instructions. In no event, however, may Agent or any of its
       Representatives be required to take any action that it or they determine
       could incur for it or them criminal or onerous civil liability. Without
       limiting the generality of the foregoing, no Lender has any right of
       action against Agent as a result of Agent's acting or refraining from
       acting under this Agreement in accordance with instructions of Majority
       Lenders, or, if unanimity is required, in accordance with instructions of
       all Lenders.

            (c) Agent is not responsible to any Lender or any Participant for,
       and each Lender represents and warrants that it has not relied upon Agent
       in respect of, (i) the creditworthiness of

Amended and Restated Credit Agreement- Page 43

<PAGE>

       any Company and the risks involved to that Lender, (ii) the
       effectiveness, enforceability, genuineness, validity or due execution of
       any Loan Paper (other than by Agent), (iii) any representation, warranty,
       document, certificate, report or statement made therein (other than by
       Agent) or furnished thereunder or in connection therewith, (iv) the
       adequacy of any collateral now or hereafter securing the Obligation or
       the existence, priority or perfection of any Lien now or hereafter
       granted or purported to be granted on the collateral under any Loan
       Paper, or (v) the observance of or compliance with any of the terms,
       covenants or conditions of any Loan Paper on the part of any Company.
       EACH LENDER AGREES TO INDEMNIFY AGENT AND ITS REPRESENTATIVES AND HOLD
       THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S PRO RATA
       PART OF) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
       PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES, AND
       REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE
       IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO
       OR ARISING OUT OF THE LOAN PAPERS OR ANY ACTION TAKEN OR OMITTED BY THEM
       UNDER THE LOAN PAPERS IF AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED
       FOR SUCH AMOUNTS BY ANY COMPANY. ALTHOUGH AGENT AND ITS REPRESENTATIVES
       HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR
       OWN ORDINARY NEGLIGENCE, AGENT AND ITS REPRESENTATIVES DO NOT HAVE THE
       RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN FRAUD,
       GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

       13.6 Default; Collateral. If Agent receives notice of a Default from
Borrower or any Lender, Agent shall notify Lenders of such Default and Lenders
agree to promptly confer in order that Majority Lenders or Lenders, as the case
may be, may agree upon a course of action for the enforcement of the Rights of
Lenders. Unless and until Agent receives directions from Majority Lenders, Agent
shall refrain from taking any action (without incurring any liability to any
Person for so refraining), provided that, unless and until the Agent has
received such directions, the Agent may, at its option, take such actions as it
deems appropriate without the direction of the Majority Lenders in circumstances
where the ability of Lenders to recover the Obligation may otherwise be
materially impaired. In actions with respect to any property of Borrower, Agent
is acting for the ratable benefit of each Lender. Agent shall hold, for the
ratable benefit of all Lenders, any security it receives for the Obligation or
any guaranty of the Obligation it receives upon or in lieu of foreclosure.

       13.7 Limitation of Liability. No Lender or any Participant will incur any
liability to any other Lender or Participant except for acts or omissions in bad
faith, and neither Agent nor any Lender or Participant will incur any liability
to any other Person for any act or omission of any other Lender or any
Participant.

       13.8 Relationship of Lenders. The Loan Papers, and the documents
delivered in connection therewith, do not create a partnership or joint venture
among Agent and Lenders or among Lenders.

       13.9 Collateral Matters.

            (a) Each Lender authorizes and directs Agent to enter into the
       Security Documents for the ratable benefit of Lenders. Each Lender agrees
       that any action taken by Agent concerning any Collateral with the consent
       of, or at the request of, Majority Lenders in accordance with the
       provisions of this Agreement, the Security Documents or the other Loan
       Papers, and the exercise by Agent (with the consent of, or at the request
       of, Majority Lenders) of powers concerning the

Amended and Restated Credit Agreement- Page 44

<PAGE>

       Collateral set forth in any Loan Paper, together with other reasonably
       incidental powers, shall be authorized and binding upon all Lenders.

            (b) Agent is authorized on behalf of all Lenders, without the
       necessity of any notice to or further consent from any Lender, from time
       to time before a Default or Potential Default, to take any action with
       respect to any Collateral or Security Documents that may be necessary to
       perfect and maintain perfected the Lender Liens upon the Collateral
       granted by the Security Documents.

            (c) Agent has no obligation whatsoever to any Lender or to any other
       Person to assure that the Collateral exists or is owned by any Company or
       is cared for or protected.

            (d) Agent shall exercise the same care and prudent judgment with
       respect to the Collateral and the Security Documents as it normally and
       customarily exercises in respect of similar collateral and security
       documents.

            (e) Lenders irrevocably authorize Agent, at its option and in its
       discretion, to release any Lender Lien upon any Collateral (i) upon full
       payment of the Obligation; (ii) constituting property being sold or
       disposed of as permitted under SECTION 9.10, if Agent determines that the
       property being sold or disposed is being sold or disposed in accordance
       with the requirements and limitations of SECTION 9.10 and Agent
       concurrently receives all mandatory prepayments with respect thereto, if
       any, in accordance with SECTION 9.10; (iii) constituting property in
       which no Company owned any interest at the time the Lender Lien was
       granted or at any time thereafter; (iv) constituting property leased to
       any Company under a lease that has expired or been terminated in a
       transaction permitted under this Agreement or is about to expire and that
       has not been, and is not intended by that Company to be, renewed; (v)
       consisting of an instrument evidencing Debt pledged to Agent (for the
       benefit of Lenders), if the Debt evidenced thereby has been paid in full;
       or (vi) if approved, authorized or ratified in writing by Majority
       Lenders subject to SECTION 14.10(b)(VI). Upon request by Agent at any
       time, Lenders will confirm in writing Agent's authority to release
       particular types or items of Collateral under this SECTION 13.9(e).

       13.10 Benefits of Agreement. None of the provisions of this SECTION 13
inure to the benefit of any Company or any other Person other than Agent and
Lenders; consequently, no Company or any other Person is entitled to rely upon,
or to raise as a defense, in any manner whatsoever, the failure of Agent or any
Lender to comply with these provisions.

SECTION 14 MISCELLANEOUS.

       14.1 Headings. The headings, captions and arrangements used in any of the
Loan Papers are, unless specified otherwise, for convenience only and shall not
be deemed to limit, amplify, or modify the terms of the Loan Papers, nor affect
the meaning thereof.

       14.2 Nonbusiness Days; Time. Any payment or action that is due under any
Loan Paper on a non-Business Day may be delayed until the next-succeeding
Business Day (but interest shall continue to accrue on any applicable payment
until payment is in fact made) unless the payment concerns a LIBOR Rate
Borrowing, in which case if the next-succeeding Business Day is in the next
calendar month, then such payment shall be made on the next-preceding Business
Day. Unless otherwise indicated, all time references (e.g., 10:00 a.m.) are to
New York, New York time.

Amended and Restated Credit Agreement- Page 45

<PAGE>

       14.3 Communications. Unless otherwise specifically provided, whenever any
Loan Paper requires or permits any consent, approval, notice, request, demand or
other communication from one party to another, communication must be in writing
(which may be by telex or telecopy) to be effective and shall be deemed to have
been given (a) if by telex, when transmitted to the appropriate telex number and
the appropriate answerback is received; (b) if by telecopy, when transmitted to
the appropriate telecopy number (and all communications sent by telecopy must be
confirmed promptly thereafter by telephone; but any requirement in this
parenthetical shall not affect the date when the telecopy shall be deemed to
have been delivered); (c) if by mail, on the third Business Day after it is
enclosed in an envelope and properly addressed, stamped, sealed, certified mail,
return receipt requested, and deposited in the appropriate official postal
service; or (d) if by any other means, when actually delivered. Until changed by
notice pursuant to this Agreement, the address (and telecopy number) for each
party to a Loan Paper is set forth on the attached SCHEDULE 1.

       14.4 Form and Number of Documents. The form, substance, and number of
counterparts of each writing to be furnished under this Agreement must be
satisfactory to Agent and its counsel.

       14.5 Exceptions to Covenants. Borrower may not and may not permit any
Company to take or fail to take any action that is permitted as an exception to
any of the covenants contained in any Loan Paper if that action or omission
would result in the breach of any other covenant contained in any Loan Paper.

       14.6 Survival. All covenants, agreements, undertakings, representations,
and warranties made in any of the Loan Papers survive all closings under the
Loan Papers and, except as otherwise indicated, are not affected by any
investigation made by any party.

       14.7 Governing Law. Except as expressly provided in a Loan Paper, the
Laws (other than conflict-of-laws provisions) of the State of New York and of
the United States of America govern the Rights and duties of the parties to the
Loan Papers and the validity, construction, enforcement, and interpretation of
the Loan Papers.

       14.8 Invalid Provisions. Any provision in any Loan Paper held to be
illegal, invalid, or unenforceable is fully severable; the appropriate Loan
Paper shall be construed and enforced as if that provision had never been
included; and the remaining provisions shall remain in full force and effect and
shall not be affected by the severed provision. Agent, Lenders, and each Company
party to the affected Loan Paper agree to negotiate, in good faith, the terms of
a replacement provision as similar to the severed provision as may be possible
and be legal, valid, and enforceable. However, if the provision held to be
illegal, invalid, or unenforceable is a material part of this Agreement, such
invalid, illegal, or unenforceable provision shall be, to the extent permitted
by Law, replaced by a clause or provision judicially construed and interpreted
to be as similar in substance and content to the original terms of such illegal,
invalid, or unenforceable clause or provision as the context thereof would
reasonably allow, so that such clause or provision would thereafter be legal,
valid and enforceable.

       14.9 Venue; Service of Process; Jury Trial. EACH PARTY TO ANY LOAN PAPER,
IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF
BORROWER, FOR EACH OTHER COMPANY), (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK; (b)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING
OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND

Amended and Restated Credit Agreement- Page 46

<PAGE>

THE OBLIGATION BROUGHT IN DISTRICT COURTS OF NEW YORK, NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; (c) IRREVOCABLY
WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY OF THE AFOREMENTIONED
COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (d) IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THOSE COURTS IN ANY LITIGATION BY THE
MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, BY HAND-DELIVERY, OR BY DELIVERY BY A NATIONALLY RECOGNIZED COURIER
SERVICE, AND SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY OF THE LEGAL PROCESS
AT ITS ADDRESS SET FORTH IN THIS AGREEMENT; (e) IRREVOCABLY AGREES THAT ANY
LEGAL PROCEEDING AGAINST ANY PARTY TO ANY LOAN PAPER ARISING OUT OF OR IN
CONNECTION WITH THE LOAN PAPERS OR THE OBLIGATION MAY BE BROUGHT IN ONE OF THE
AFOREMENTIONED COURTS; AND (f) IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY LOAN PAPER. The scope of each of the
foregoing waivers is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including, without limitation, contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims. Borrower (for
itself and on behalf of each other Company) acknowledges that these waivers are
a material inducement to Agent's and each Lender's agreement to enter into a
business relationship, that Agent and each Lender have already relied on these
waivers in entering into this Agreement, and that Agent and each Lender will
continue to rely on each of these waivers in related future dealings. Borrower
(for itself and on behalf of each other Company) further warrants and represents
that it has reviewed these waivers with its legal counsel and that it knowingly
and voluntarily agrees to each waiver following consultation with legal counsel.
THE WAIVERS IN THIS SECTION 14.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR REPLACEMENTS TO OR OF THIS OR ANY OTHER
LOAN PAPER. In the event of Litigation, this Agreement may be filed as a written
consent to a trial by the court.

       14.10 Amendments, Consents, Conflicts, and Waivers.

            (a) Unless otherwise specifically provided, (i) this Agreement may
       be amended only by an instrument in writing executed by Borrower, Agent
       and Majority Lenders and supplemented only by documents delivered or to
       be delivered in accordance with the express terms of this Agreement and
       (ii) the other Loan Papers may only be the subject of an amendment,
       modification, or waiver that has been approved by Majority Lenders and
       Borrower.

            (b) Any amendment, consent or waiver under this Agreement or any
       Loan Paper that purports to accomplish any of the following must be in
       writing and executed by Borrower and Agent and executed (or approved, as
       the case may be) by each Lender: (i) extend the due date or decrease the
       amount of any scheduled payment of the Obligation beyond the date
       specified in the Loan Papers; (ii) decrease any rate or amount of
       interest, fees, or other sums payable to Agent or Lenders under this
       Agreement (except such reductions as are contemplated by this Agreement);
       (iii) change the definition of "APPLICABLE MARGIN," COMMITMENT USAGE,"
       "COMMITTED SUM," "FACILITY A COMMITTED SUM," "FACILITY B COMMITTED SUM,"
       "MAJORITY LENDERS," "MATURITY DATE," "FACILITY A MATURITY DATE,"
       "FACILITY B MATURITY DATE," "TOTAL COMMITMENT," or "TOTAL COMMITMENT
       USAGE"; (iv) increase or decrease any one or more Lenders' Committed Sums
       except as provided in this Agreement; (v) except as permitted by SECTION
       9.10, consent to

Amended and Restated Credit Agreement- Page 47

<PAGE>

       the release of all or a material portion of the Collateral under the
       Security Documents; (vi) change the provisions of SECTION 13 to the
       detriment of any Lender; (vii) change any provision requiring ratable
       distributions to Lenders; (viii) subject any Lender to a greater
       obligation than expressly provided in this Agreement; or (ix) change this
       CLAUSE (b) or any other matter specifically requiring the consent of all
       Lenders under this Agreement.

            (c) Any conflict or ambiguity between the terms and provisions of
       this Agreement and terms and provisions in any other Loan Paper is
       controlled by the terms and provisions of this Agreement.

            (d) No course of dealing or any failure or delay by Agent, any
       Lender, or any of their respective Representatives with respect to
       exercising any Right of Agent or any Lender under this Agreement operates
       as a waiver thereof. A waiver must be in writing and signed by Agent and
       Lenders (or Majority Lenders, if permitted under this Agreement) to be
       effective, and a waiver will be effective only in the specific instance
       and for the specific purpose for which it is given.

       14.11 Multiple Counterparts. Any Loan Paper may be executed in a number
of identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement; but, in
making proof of thereof, it shall not be necessary to produce or account for
more than one counterpart. Each Lender need not execute the same counterpart of
this Agreement so long as identical counterparts are executed by Borrower, each
Lender, and Agent. This Agreement shall become effective when counterparts of
this Agreement have been executed and delivered to Agent by each Lender, Agent
and Borrower, or, in the case only of Lenders, when Agent has received
telecopied, telexed or other evidence satisfactory to it that each Lender has
executed and is delivering to Agent a counterpart of this Agreement.

       14.12 Successors and Assigns; Participations.

            (a) Each Loan Paper binds and inures to the benefit of the parties
       thereto, any intended beneficiary thereof, and each of their respective
       successors and permitted assigns. No Lender may transfer, pledge, assign,
       sell any participation in, or otherwise encumber its portion of the
       Obligation except as permitted by this SECTION 14.12.

            (b) Subject to the provisions of this section and in accordance with
       applicable Law, any Lender may, in the ordinary course of its commercial
       banking business, at any time sell to one or more Persons (each a
       "PARTICIPANT") participating interests in its portion of the Obligation.
       The selling Lender shall remain a "Lender" under this Agreement (and the
       Participant shall not constitute a "Lender" under this Agreement) and its
       obligations under this Agreement shall remain unchanged. The selling
       Lender shall remain solely responsible for the performance of its
       obligations under the Loan Papers and shall remain the holder of its
       share of the Principal Debt for all purposes under this Agreement.
       Borrower and Agent shall continue to deal solely and directly with the
       selling Lender in connection with that Lender's Rights and obligations
       under the Loan Papers. Participants have no Rights under the Loan Papers,
       other than certain voting Rights as provided below. Subject to the
       following, each Lender may obtain (on behalf of its Participants) the
       benefits of SECTION 3 with respect to all participations in its part of
       the Obligation outstanding from time to time so long as Borrower is not
       obligated to pay any amount in excess of the amount that would be due to
       that Lender under SECTION 3 calculated as though no participations have
       been made. No Lender may sell any participating interest under which the
       Participant has any Rights to approve any amendment, modification or
       waiver of any Loan Paper,

Amended and Restated Credit Agreement- Page 48

<PAGE>

       except to the extent the amendment, modification or waiver extends the
       due date for payment of any principal, interest or fees due under the
       Loan Papers, reduces the interest rate or the amount of principal or fees
       applicable to the Obligation (except reductions contemplated by this
       Agreement), or releases a material portion of the Collateral, if any, for
       the Obligation (other than releases of collateral permitted by SECTION
       13.9(e)). However, if a Participant is entitled to the benefits of
       SECTION 3 or a Lender grants Rights to its Participants to approve
       amendments to or waivers of the Loan Papers respecting the matters
       described in the previous sentence, then that Lender must include a
       voting mechanism in the relevant participation agreement whereby a
       majority of its portion of the Obligation (whether held by it or
       participated) shall control the vote for all of that Lender's portion of
       the Obligation. Except in the case of the sale of a participating
       interest to another Lender, the relevant participation agreement shall
       prohibit the Participant from transferring, pledging, assigning, selling
       participations in, or otherwise encumbering its portion of the
       Obligation.

            (c) Subject to the provisions of this section, any Lender may at any
       time, in the ordinary course of its commercial banking business, (i)
       without the consent of Borrower or Agent, assign all or any part of its
       Rights and obligations under the Loan Papers to any of its Affiliates or
       any other Lender (each a "PURCHASER") and (ii) if no Default exists, upon
       the prior written consent of Borrower and Agent (which will not be
       unreasonably withheld), assign to any other Person that is not a business
       competitor of any Company (each of which is also a "PURCHASER") a
       proportionate part (not less than the greater of (x) $5,000,000 or (y)
       its remaining balance, and an integral multiple of $1,000,000) of all or
       any part of its Rights and obligations under the Loan Papers; provided,
       however, that such assigning Lender must retain an obligation hereunder
       to fund at least $5,000,000 of the Facilities, unless otherwise agreed by
       the Borrower and Agent (such consent not to be unreasonably withheld). In
       each case, the Purchaser shall assume those Rights and obligations under
       an assignment agreement substantially in the form of the attached EXHIBIT
       G. Each assignment under this SECTION 14.12 (c) shall include a ratable
       interest in the assigning Lender's Rights and obligations under Facility
       A and Facility B. Upon (i) delivery of an executed copy of the assignment
       agreement to Borrower and Agent and (ii) payment of a fee of $2,500 from
       the transferee to Agent, from and after the assignment's effective date
       (which shall be after the date of delivery), the Purchaser shall for all
       purposes be a Lender party to this Agreement and shall have all the
       Rights and obligations of a Lender under this Agreement to the same
       extent as if it were an original party to this Agreement with commitments
       as set forth in the assignment agreement, and the transferor Lender shall
       be released from its obligations under this Agreement to a corresponding
       extent, and, except as provided in the following sentence, no further
       consent or action by Borrower, Lenders or Agent shall be required. Upon
       the consummation of any transfer to a Purchaser under this CLAUSE (c),
       the then-existing SCHEDULE 1 shall automatically be deemed to reflect the
       name, address, and Committed Sum of such Purchaser, Agent shall deliver
       to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes,
       Borrower shall execute and deliver to each of the transferor Lender and
       the Purchaser a Facility A Note and a Facility B Note in the face amount
       of its respective Committed Sum under Facility A and Facility B following
       transfer, and, upon receipt of its new Facility A Note and Facility B
       Note, the transferor Lender shall return to Borrower the Facility A Note
       and Facility B Note previously delivered to it under this Agreement. A
       Purchaser is subject to all the provisions in this section as if it were
       a Lender signatory to this Agreement as of the date of this Agreement.


Amended and Restated Credit Agreement- Page 49

<PAGE>

            (d) Any Lender may at any time, without the consent of Borrower or
       Agent, assign all or any part of its Rights under the Loan Papers to a
       Federal Reserve Bank without releasing the transferor Lender from its
       obligations thereunder.

            (e) Notwithstanding any contrary provision in this Agreement, a
       Lender may not sell or participate any of its interests for a purchase
       price that, directly or indirectly, reflects a discount from face value,
       without first offering the sale or participation to the other Lenders on
       a Pro Rata basis (which must be accepted or rejected within five (5)
       Business Days after the offer).

       14.13 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Company's obligations under the Loan Papers remain in full
force and effect until the Total Commitment is terminated and the Obligation is
paid in full (except for provisions under the Loan Papers which by their terms
expressly survive payment of the Obligation and termination of the Loan Papers).
If at any time any payment of the principal of or interest on any Note or any
other amount payable by Borrower or any other obligor on the Obligation under
any Loan Paper is rescinded or must be restored or returned upon the insolvency,
bankruptcy or reorganization of Borrower or otherwise, the obligations of each
Company under the Loan Papers with respect to that payment shall be reinstated
as though the payment had been due but not made at that time.

       14.14 Confidentiality. Borrower and Lenders agree to keep all information
concerning the structure and documentation of this Agreement confidential,
including without limitation all information of a confidential nature received
by them from Borrower pursuant to this Agreement; provided, however, that such
information may be disclosed: (a) to directors, officers, employees, agents,
representatives, or outside counsel of Borrower or of the Agent or any Lender or
any Affiliate of any Lender; (b) to any auditor, government official, or
examiner; (c) pursuant to any subpoena or other order of any court or
administrative agency or otherwise as may be required by applicable law, rule,
or regulation; (d) to any other Person if reasonably incidental to the
administration of the credit facility provided herein; (e) in connection with
any litigation to which such Lender or any of its Affiliates may be a party; (f)
to the extent necessary in connection with the exercise of any remedy under this
Agreement or any other Loan Paper; (g) subject to provisions substantially
similar to those contained in this SECTION 14.14 to any actual or proposed
participant or assignee; or (h) to any assignee of or participant in, or
prospective assignee of or participant in, any Lender's Borrowings or its
Committed Sum or any part thereof under any credit agreement who, in each case
set forth in CLAUSES (a) through (h), agrees in writing to be bound by the terms
of this Section; and provided further, that no confidentiality obligation shall
attach to any information which (1) is or becomes publicly known, through no
wrongful act on the part of any Person who shall have received such information,
(2) is rightfully received by such Person from a third party, (3) is
independently developed by such Person, or (4) is explicitly approved for
release by Borrower.

       14.15 Entirety. THIS AGREEMENT AND THE OTHER WRITTEN LOAN PAPERS (EACH AS
AMENDED IN WRITING FROM TIME TO TIME) EXECUTED BY ANY COMPANY, ANY LENDER, OR
AGENT REPRESENT THE FINAL AGREEMENT AMONG THE COMPANIES, LENDERS, AND AGENT AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Amended and Restated Credit Agreement- Page 50

<PAGE>

EXECUTED as of the day and year first written above.

                 MONRO MUFFLER BRAKE, INC.,
                 a New York corporation, as Borrower

                 By: /s/ Catherine D'Amico
                     ----------------------------------------------------------
                          Catherine D'Amico,
                          Executive Vice President of Finance, Treasurer, and
                          Chief Financial Officer

                 JPMORGAN CHASE BANK,
                 (formerly known as The Chase Manhattan Bank)
                 as Agent and a Lender

                 By: /s/ Hollie E. Calderon
                     ----------------------------------------------------------
                          Hollie E. Calderon, Vice President

                 FLEET NATIONAL BANK,
                 as Syndication Agent and a Lender

                 By: /s/ Gail G. Fiorini
                     -----------------------------------------------------------
                 Name: Gail G. Fiorini
                      ---------------------------------------------------------
                 Title: Vice President
                       --------------------------------------------------------

                 MANUFACTURERS AND TRADERS TRUST
                 COMPANY, as a Lender

                 By: /s/ Renee T. Lalonde
                    -----------------------------------------------------------
                 Name: Renee T. Lalonde
                      ---------------------------------------------------------
                 Title: Assistant Vice President
                       --------------------------------------------------------

Amended and Restated Credit Agreement- Signature Page

<PAGE>

                 KEYBANK, NA,
                 as a Lender

                 By: /s/ Patrick J. Kelly
                    -----------------------------------------------------------
                 Name: Patrick J. Kelly
                      ---------------------------------------------------------
                 Title: Vice President
                       --------------------------------------------------------

                 HSBC BANK USA,
                 (formerly known as Marine Midland Bank)
                 as a Lender

                 By: /s/ Richard L. Ford
                     -----------------------------------------------------------
                 Name: Richard L. Ford
                      ---------------------------------------------------------
                 Title: Vice President
                       --------------------------------------------------------

                 CITIZENS BANK OF MASSACHUSETTS,
                 as a Lender

                 By: /s/ Stephanie Epkins
                     -----------------------------------------------------------
                 Name: Stephanie Epkins
                      ---------------------------------------------------------
                 Title: Vice President
                       --------------------------------------------------------

                 CHARTER ONE BANK N.A.
                 as a Lender

                 By: /s/ David G. Case
                     -----------------------------------------------------------
                 Name: David G. Case
                      ---------------------------------------------------------
                 Title: Vice President
                       --------------------------------------------------------

Amended and Restated Credit Agreement- Signature Page