<PAGE>
                                                                    EXHIBIT 4.15


                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          Dated as of February 19, 2002


                                      among

                            MARSH SUPERMARKETS, INC.
                             MARSH SUPERMARKETS, LLC


                               THE PROVIDENT BANK
                              as Agent and Arranger


                        LASALLE BANK NATIONAL ASSOCIATION
                             as Documentation Agent


                                       and


                       THE INSTITUTIONS FROM TIME TO TIME
                            PARTIES HERETO AS LENDERS










<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                      Page
<S>                                                                                          <C>
ARTICLE I:  DEFINITIONS
    1.1    Certain Defined Terms ........................................................       1
    1.2    References ...................................................................      21
    1.3    Amendment and Restatement of Original Credit Agreement .......................      21

ARTICLE II:  THE REVOLVING LOAN FACILITIES
    2.1    Revolving Loans ..............................................................      21
    2.1A   Debt Purchase Facility Loans .................................................      22
    2.2    Rate Options for Advances ....................................................      22
    2.3    Optional Payments; Mandatory Prepayments .....................................      22
    2.4    Optional Reduction of Commitments ............................................      23
    2.5    Method of Borrowing ..........................................................      24
    2.6    Method of Selecting Types and Interest Periods for Advances ..................      24
    2.7    Minimum Amount of Each Advance ...............................................      24
    2.8    Method of Selecting Types and Interest Periods for Conversion and
           Continuation of Advances .....................................................      25
    2.9    Default Rate .................................................................      25
    2.10   Method of Payment ............................................................      25
    2.11   Notes ........................................................................      26
    2.12   Telephonic Notices ...........................................................      26
    2.13   Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest
           and Fee Basis; Taxes; Loan and Control Accounts ..............................      26
    2.14   Notification of Advances, Interest Rates, Prepayments and Aggregate
           Revolving Loan Commitment Reductions .........................................      32
    2.15   Lending Installations ........................................................      32
    2.16   Non-Receipt of Funds by the Agent ............................................      32
    2.17   Termination Date .............................................................      32

ARTICLE III: THE LETTER OF CREDIT FACILITY
    3.1    Obligation to Issue ..........................................................      33
    3.2    [Intentionally Omitted] ......................................................      33
    3.3    Types and Amounts ............................................................      33
    3.4    Conditions ...................................................................      33
    3.5    Procedure for Issuance of Letters of Credit ..................................      34
    3.6    Letter of Credit Participation ...............................................      34
    3.7    Reimbursement Obligation .....................................................      34
    3.8    Letter of Credit Fees ........................................................      35
    3.9    Issuing Bank Reporting Requirements ..........................................      35
    3.10   Indemnification; Exoneration .................................................      35
    3.11   Cash Collateral ..............................................................      36
</TABLE>



                                       i
<PAGE>
<TABLE>
<CAPTION>
Section                                                                                      Page
<S>                                                                                          <C>
ARTICLE IV: CHANGE IN CIRCUMSTANCES
    4.1    Yield Protection .............................................................      37
    4.2    Changes in Capital Adequacy Regulations ......................................      38
    4.3    Availability of Types of Advances ............................................      38
    4.4    Funding Indemnification ......................................................      38
    4.5    Lender Statements; Survival of Indemnity .....................................      39

ARTICLE V: CONDITIONS PRECEDENT
    5.1    Initial Advances and Letters of Credit .......................................      39
    5.2    Each Advance and Letter of Credit ............................................      41

ARTICLE VI: REPRESENTATIONS AND WARRANTIES
    6.1    Organization; Corporate Powers ...............................................      41
    6.2    Authority ....................................................................      41
    6.3    No Conflict; Governmental Consents ...........................................      42
    6.4    Financial Statements .........................................................      42
    6.5    No Material Adverse Change ...................................................      43
    6.6    Taxes ........................................................................      43
    6.7    Litigation; Loss Contingencies and Violations ................................      43
    6.8    Subsidiaries .................................................................      44
    6.9    ERISA ........................................................................      44
    6.10   Accuracy of Information ......................................................      45
    6.11   Securities Activities ........................................................      45
    6.12   Material Agreements ..........................................................      45
    6.13   [Intentionally Omitted] ......................................................      45
    6.14   Assets and Properties ........................................................      45
    6.15   Statutory Indebtedness Restrictions ..........................................      46
    6.16   Insurance ....................................................................      46
    6.17   Labor Matters ................................................................      46
    6.18   Environmental Matters ........................................................      46
    6.19   Solvency .....................................................................      47
    6.20   Designated Senior Indebtedness ...............................................      47
    6.21   Guarantor Senior Indebtedness ................................................      47

ARTICLE VII: COVENANTS
    7.1    Reporting ....................................................................      47
    7.2    Affirmative Covenants ........................................................      52
    7.3    Negative Covenants ...........................................................      54
    7.4    Financial Covenants ..........................................................      60

ARTICLE VIII:  DEFAULTS
    8.1    Defaults .....................................................................      61
    8.2    Continuing Default ...........................................................      63

ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES
    9.1    Termination of Commitments; Acceleration .....................................      64
    9.2    Defaulting Lender ............................................................      64
    9.3    Amendments ...................................................................      65
    9.4    Preservation of Rights .......................................................      66
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
Section                                                                                      Page
<S>                                                                                          <C>
ARTICLE X:  GENERAL PROVISIONS
   10.1    Survival of Representations ..................................................      66
   10.2    Governmental Regulation ......................................................      66
   10.3    Performance of Obligations ...................................................      66
   10.4    Headings .....................................................................      67
   10.5    Entire Agreement .............................................................      67
   10.6    Several Obligations; Benefits of this Agreement ..............................      67
   10.7    Expenses; Indemnification ....................................................      68
   10.8    Numbers of Documents .........................................................      69
   10.9    Accounting ...................................................................      69
   10.10   Severability of Provisions ...................................................      69
   10.11   Nonliability of Lenders ......................................................      70
   10.12   GOVERNING LAW ................................................................      70
   10.13   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL ......................      70

ARTICLE XI: THE AGENT
   11.1    Appointment; Nature of Relationship ..........................................      71
   11.2    Powers .......................................................................      71
   11.3    General Immunity .............................................................      71
   11.4    No Responsibility for Loans, Creditworthiness, Recitals, Etc .................      71
   11.5    Action on Instructions of Lenders ............................................      72
   11.6    Employment of Agents and Counsel .............................................      72
   11.7    Reliance on Documents; Counsel ...............................................      72
   11.8    The Agent's Reimbursement and Indemnification ................................      72
   11.9    Rights as a Lender ...........................................................      73
   11.10   Lender Credit Decision .......................................................      73
   11.11   Successor Agent ..............................................................      73

ARTICLE XII: SETOFF; RATABLE PAYMENTS
   12.1    Setoff .......................................................................      74
   12.2    Ratable Payments .............................................................      74
   12.3    Application of Payments ......................................................      74
   12.4    Relations Among Lenders ......................................................      75

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
   13.1    Successors and Assigns .......................................................      76
   13.2    Participations ...............................................................      76
   13.3    Assignments ..................................................................      77
   13.4    Confidentiality ..............................................................      78
   13.5    Dissemination of Information .................................................      78

ARTICLE XIV: NOTICES
   14.1    Giving Notice ................................................................      79
   14.2    Change of Address ............................................................      79

ARTICLE XV:  COUNTERPARTS
</TABLE>


                                      iii

<PAGE>


                             EXHIBITS AND SCHEDULES

                                    Exhibits

EXHIBIT A           --       Commitments
                             (Definitions)

EXHIBIT B-1         --       Form of Revolving Note
                             (Definitions)

EXHIBIT B-2         --       Form of Debt Purchase Facility Note (Definitions)

EXHIBIT C           --       Form of Borrowing Notice (Section 2.6)

EXHIBIT D           --       Form of Request for Letter of Credit (Section 3.4)

EXHIBIT E           --       Form of Assignment and Acceptance Agreement
                             (Section 13.3)

EXHIBIT F           --       Form of Borrowers' Counsel's Opinion
                             (Section 5.1)

EXHIBIT G           --       List of Closing Documents (Section 5.1)

EXHIBIT H           --       Form of Officer's Certificate
                             (Sections 5.2 and 7.1(A)(iii))

EXHIBIT I           --       Form of Compliance Certificate
                             (Sections 5.2 and 7.1(A)(iii))


                                       iv
<PAGE>


                                    Schedules

Schedule 1.1.1          --       Permitted Contingent Obligations (Definitions)

Schedule 1.1.2          --       Permitted Existing Indebtedness (Definitions)

Schedule 1.1.3          --       Permitted Existing Liens (Definitions)

Schedule 1.1.4          --       Permitted Third Party Loans (Definitions)

Schedule 6.3            --       Conflicts; Governmental Consents (Section 6.3)

Schedule 6.6            --       Taxes (Section 6.6(A))

Schedule 6.7            --       Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8            --       Subsidiaries (Section 6.8)

Schedule 6.9            --       ERISA (Section 6.9)

Schedule 6.18           --       Environmental Matters (Section 6.18)






                                       v
<PAGE>




                      AMENDED AND RESTATED CREDIT AGREEMENT

         This Amended and Restated Credit Agreement dated as of February 19,
2002 is entered into among Marsh Supermarkets, Inc., an Indiana corporation,
Marsh Supermarkets, LLC, an Indiana limited liability company, the institutions
from time to time parties hereto as Lenders, whether by execution of this
Agreement or an Assignment Agreement pursuant to Section 13.3, The Provident
Bank, in its capacities as Agent and Arranger and LaSalle Bank National
Association, in its capacity as documentation agent. The parties hereto agree as
follows:

ARTICLE I:  DEFINITIONS

         1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrowers or any of their respective Subsidiaries (i) acquire any going business
or all or substantially all of the assets of any firm, corporation or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquire (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding equity interests of another Person.

         "ACTIVATION DATE" means the date that the Agent determines that the
Borrowers have met the conditions precedent for the initial Debt Purchase
Facility Loan and the initial Debt Purchase Facility Loan is made.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrowers and, in the
case of Eurodollar Rate Advances, for the same Interest Period.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than twenty percent (20%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.




                                       1
<PAGE>

         "AGENT" means The Provident Bank in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Agent appointed pursuant to Article XI hereof.

         "AGGREGATE DEBT PURCHASE FACILITY COMMITMENT" means (a) for the period
from the Activation Date through February 15, 2003, the lesser of (i) the
aggregate of the Debt Purchase Facility Commitments of all the Lenders, as
reduced from time to time pursuant to the terms hereof, or (ii) Ten Million and
00/100 Dollars ($10,000,000), and (b) for the period from February 15, 2003 to
the Debt Purchase Facility Termination Date, the lesser of (i) the aggregate of
the Debt Purchase Facility Commitments of all the Lenders, as reduced from time
to time pursuant to the terms hereof, or (ii) the outstanding principal amount
of Debt Purchase Facility Loans outstanding on February 15, 2003.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as reduced from time to time
pursuant to the terms hereof. The initial Aggregate Revolving Loan Commitment is
Ninety Million and 00/100 Dollars ($90,000,000.00).

         "AGREEMENT" means this Amended and Restated Credit Agreement, as it may
be further amended, restated, supplemented or otherwise modified and in effect
from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 6.4
hereof; provided, however, that all pro forma financial statements reflecting
Acquisitions shall be prepared in accordance with the requirements established
by the Commission for acquisition accounting for reporting acquisitions by
public companies (whether or not such Acquisitions are required to be publicly
reported).

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.13(C)(i) and (ii) hereof determined in accordance
with the provisions of Section 2.13(D)(ii) hereof.

         "APPLICABLE EURODOLLAR MARGIN" means, as at any date of determination,
the rate per annum then applicable to Eurodollar Rate Loans determined in
accordance with the provisions of Section 2.13(D)(ii) hereof.

         "APPLICABLE FLOATING RATE MARGIN" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans,
determined in accordance with the provisions of Section 2.13(D)(ii) hereof.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
a rate per annum equal to the Applicable Eurodollar Margin for Revolving Loans
in effect on such date.

         "ARRANGER" means The Provident Bank, in its capacity as the arranger
for the loan transactions evidenced by this Agreement.




                                       2
<PAGE>

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets,
whether now owned or hereafter acquired, or any income or profits therefrom
(including by way of a sale-leaseback transaction and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person).

         "ASSIGNMENT AGREEMENT" shall mean an assignment and acceptance
agreement entered into in connection with an assignment pursuant to Section 13.3
hereof in substantially the form of Exhibit E.

         "AUTHORIZED OFFICER" means any of the Chairman, President, Chief
Financial Officer, Treasurer or Assistant Secretary of each Borrower, acting
singly on behalf of the applicable Borrower.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) in respect of which the Borrowers or
any other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

         "BORROWERS/BORROWER" means Marsh Supermarkets, Inc., an Indiana
corporation, and Marsh Supermarkets, LLC, an Indiana limited liability company
together, jointly and severally, together with their respective successors and
assigns, including a debtor-in-possession on behalf of either Borrower. The term
Borrower means one of the Borrowers, individually.

         "BORROWING DATE" means a date on which an Advance is made hereunder.

         "BORROWING NOTICE" is defined in Section 2.6 hereof.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a
Saturday or Sunday) on which banks are open for business in Indiana and Ohio and
on which dealings in Dollars are carried on in the London interbank market and
(ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks are open for business in Indiana and Ohio.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Permitted Capitalized Leases) by the Borrowers and their respective Subsidiaries
during that period that, in conformity with Agreement Accounting Principles, are
required to be included in or reflected by the property, plant, equipment or
similar fixed asset accounts reflected in the consolidated balance sheet of the
Borrowers and their respective Subsidiaries, exclusive of Permitted
Acquisitions.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.




                                       3
<PAGE>

         "CAPITALIZED LEASE" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days); (iii) shares of money market, mutual or similar funds having assets in
excess of $100,000,000 and the investments of which are limited to investment
grade securities (i.e., securities rated at least Baa-3 by Moody's Investors
Service, Inc. or at least BBB- by Standard & Poor's Ratings Group); and (iv)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by Standard & Poor's Ratings Group, or P-1 (or better) by Moody's
Investors Service, Inc.; provided that the maturities of such Cash Equivalents
shall not exceed 365 days.

         "CHANGE" is defined in Section 4.2 hereof.

         "CHANGE OF CONTROL" means an event or series of events by which:

                  (a) during any period of twelve (12) consecutive calendar
         months, individuals: (i) who were directors of a Borrower on the first
         day of such period, or (ii) whose election or nomination for election
         to the board of directors of a Borrower was recommended or approved by
         at least a majority of the directors then still in office who were
         directors of such Borrower on the first day of such period, or whose
         election or nomination for election was so approved, shall cease to
         constitute a majority of the board of directors of such Borrower; or

                  (b) a Borrower consolidates with or merges into another
         corporation or conveys, transfers or leases all or substantially all of
         its property to any Person, or any corporation consolidates with or
         merges into a Borrower, in either event pursuant to a transaction in
         which the outstanding Capital Stock of such Borrower is reclassified or
         changed into or exchanged for cash, securities or other property.

         "CLOSING DATE" means February 19, 2002.

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





                                       4
<PAGE>

         "COMMISSION" means the Securities and Exchange Commission and any
Person succeeding to the functions thereof.

         "COMMITMENT" means, for each Lender, such Lender's Revolving Loan
Commitment and Debt Purchase Facility Commitment.

         "CONSOLIDATED ASSETS" means the total assets of the Borrowers and their
respective Subsidiaries on a consolidated basis determined in accordance with
Agreement Accounting Principles.

         "CONSOLIDATED INDEBTEDNESS" means at any time the Indebtedness of the
Borrowers and their respective Subsidiaries calculated on a consolidated basis
as of such time determined in accordance with Agreement Accounting Principles.

         "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity for any Person and its consolidated
Subsidiaries determined in accordance with Agreement Accounting Principles.

         "CONSOLIDATED TOTAL CAPITALIZATION" means at any time the sum of
Consolidated Indebtedness and Consolidated Net Worth, each calculated at such
time.

         "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.






                                       5
<PAGE>

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Borrowers; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Borrowers;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Borrowers, any corporation described in
clause (i) above or any partnership or trade or business described in clause
(ii) above.

         "CONTROLLED SUBSIDIARY" of any Person means a Subsidiary of such Person
(i) 90% or more of the total Equity Interests or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more wholly-owned Subsidiaries of such Person and (ii)
of which such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies, whether through the ownership
of voting securities, by agreement or otherwise.

         "CONVERSION/CONTINUATION NOTICE" is defined in Section 2.8(D) hereof.

         "CONVERTIBLE SUBORDINATED NOTES" means the $20 Million of 7%
Convertible Subordinated Debentures due 2003 issued by Marsh Supermarkets, Inc.

         "CROSS DEFAULT INDEBTEDNESS" is defined in Section 8.1(E) hereof.

         "CSDC DISPOSITION" means the sale to McLane Company, Inc. of all or
substantially all of the assets of Convenience Store Distributing Company, LLC,
Convenience Store Transportation Company, LLC and CSD Property, LLC.

         "CURE LOAN" is defined in Section 9.2(iii) hereof.

         "CUSTOMARY PERMITTED LIENS" means:

                  (i) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         or (if foreclosure, distraint, sale or other similar proceedings shall
         not have been commenced) which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained in accordance with Agreement Accounting
         Principles;

                  (ii) statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen or workmen and other
         similar Liens imposed by law created in the ordinary course of business
         for amounts not yet due or which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained in accordance with Agreement Accounting
         Principles;




                                       6
<PAGE>

                  (iii) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with worker's compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Borrowers' or their respective
         Subsidiary's assets or property taken as a whole or materially impair
         the use thereof in the operation of the businesses taken as a whole,
         and (B) all Liens securing bonds to stay judgments or in connection
         with appeals which do not secure at any time an aggregate amount
         exceeding $1,000,000;

                  (iv) Liens arising with respect to zoning restrictions,
         easements, licenses, reservations, covenants, rights-of-way, utility
         easements, building restrictions and other similar charges or
         encumbrances on the use of real property which do not in any case
         materially detract from the value of the property subject thereto or
         interfere with the ordinary conduct of the business of a Borrower or
         any of its Subsidiaries;

                  (v) Liens of attachment or judgment with respect to judgments,
         writs or warrants of attachment, or similar process against a Borrower
         or any of its Subsidiaries which do not constitute a Default under
         Section 8.1(H) hereof; and

                  (vi) any interest or title of the lessor in the property
         subject to any operating lease entered into by a Borrower or any of its
         Subsidiaries in the ordinary course of business.

         "DEBT PURCHASE FACILITY AVAILABILITY" means, at any particular time,
the amount by which (a) the Aggregate Debt Purchase Facility Commitment at such
time exceeds (b) the outstanding principal amount of the Debt Purchase Facility
Loans at such time.

         "DEBT PURCHASE FACILITY COMMITMENT" means, for each Lender, the
obligation of such Lender to make Debt Purchase Facility Loans on or after the
Activation Date not exceeding the amount set forth on Exhibit A to this
Agreement opposite its name thereon under the heading "Debt Purchase Facility
Commitment" or the signature page of the assignment and acceptance by which it
became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable assignment and
acceptance.

         "DEBT PURCHASE FACILITY LOAN" is defined in Section 2.1A hereof.

         "DEBT PURCHASE FACILITY LOAN TERMINATION DATE" means February 1, 2005.

         "DEBT PURCHASE FACILITY NOTE" means a promissory note, in substantially
the form of Exhibit B-2 hereto, duly executed by the Borrowers and payable to
the order of a Lender in the amount of its Debt Purchase Facility Commitment,
including any amendment, restatement, modification, renewal or replacement of
such Debt Purchase Facility Note.




                                       7
<PAGE>

         "DEBT PURCHASE LOAN PRO RATA SHARE" shall mean, at any particular time
and with respect to any Lender, the percentage obtained by dividing (A) such
Lender's Debt Purchase Facility Commitment (or the outstanding principal balance
of such Lender's Debt Purchase Facility Loans if the Debt Purchase Facility
Commitments have been terminated pursuant to the terms of this Agreement) by (B)
the Aggregate Debt Purchase Facility Commitment (or the outstanding principal
balance of the Debt Purchase Facility Loans if the Debt Purchase Facility
Commitments have been terminated pursuant to the terms of this Agreement).

         "DEFAULT" means an event described in Article VIII hereof.

         "DISTRIBUTION" means (i) any dividend or other distribution, direct or
indirect, on account of any Equity Interests of a Borrower now or hereafter
outstanding, except a dividend payable solely in the Capital Stock of a Borrower
or in options, warrants or other rights to purchase such Capital Stock, (ii) any
redemption, retirement, purchase or other acquisition for value, direct or
indirect, of any Equity Interests of the Borrowers or any of their respective
Subsidiaries now or hereafter outstanding, (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness other than the Obligations, (iv) any payment of a
claim for the rescission of the purchase or sale of, or for material damages
arising from the purchase or sale of, any Indebtedness (other than the
Obligations) or any Equity Interests of the Borrowers or any of their respective
Subsidiaries, or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages or rescission and (v)
any payment of any management fee or similar consulting fee to any Affiliate of
the Borrowers.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States.

         "EBITDA" means, for any period, on a consolidated basis for the
Borrowers and their respective Subsidiaries, the sum of the amounts for such
period, without duplication, of (i) Net Income, plus (ii) Interest Expense, plus
(iii) charges against income for foreign, federal, state and local taxes to the
extent deducted in computing Net Income, plus (iv) depreciation expense to the
extent deducted in computing Net Income, plus (v) amortization expense,
including, without limitation, amortization of goodwill and other intangible
assets and Transaction Costs to the extent deducted in computing Net Income,
plus (vi) any amount deducted from Net Income due to an increase in the LIFO
Reserve for such period, less (vii) any amount added to Net Income due to a
decrease in the LIFO Reserve for such period.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C.




                                       8
<PAGE>

ss. 6901 et seq., in each case including any amendments thereto, any successor
statutes, and any regulations or guidance promulgated thereunder, and any state
or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "EQUITY OFFERING" means, with respect to any Person, the issuance or
sale by such Person of any Equity Interests.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate Loan
for any specified Interest Period, the rate determined by the Agent, in its sole
discretion, to be the rate at which deposits in U.S. Dollars are offered to
first-class banks in the London interbank market at approximately 11:00 a.m.
(London time) for the relevant Interest Period two Business Days prior to the
first day of such Interest Period. Such determination by the Agent shall be
presumed correct absent manifest error.

         "EURODOLLAR RATE" means, with respect to a Eurodollar Rate Loan for the
relevant Interest Period, the Eurodollar Base Rate applicable to such Interest
Period plus the then Applicable Eurodollar Margin. The Eurodollar Rate shall be
rounded to the next higher multiple of 1/100 of 1% if the rate is not such a
multiple.

         "EURODOLLAR RATE ADVANCE" means an Advance which bears interest at the
Eurodollar Rate.

         "EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurodollar Rate.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such





                                       9
<PAGE>

day (or, if such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
at approximately 10:00 a.m. (Indianapolis time) on such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing
selected by the Agent in its sole discretion.

         "FIXED CHARGE COVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Prime Rate for such day, changing when and as the Prime Rate changes,
plus the then Applicable Floating Rate Margin.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "GROSS NEGLIGENCE" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Agent, the Arranger or any Lender or any indemnitee in
any of the other Loan Documents, it shall have the meaning set forth herein.

         "GUARANTORS" means (i) all of the Subsidiaries of the Borrowers as of
the Closing Date, other than the Inactive Subsidiaries and (ii) any other new
Subsidiaries which have satisfied the provisions of Section 7.2(K) hereof, in
each case, together with their respective successors and assigns.

         "GUARANTY" means any guaranty whether heretofore (including in
connection with the execution of the Original Credit Agreement), now or
hereafter (including pursuant to Section 7.2(K) hereof) executed by a Guarantor
in favor of the Agent for the ratable benefit of the holders of Obligations, in
each case, as amended, restated or otherwise modified from time to time.

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions,




                                       10
<PAGE>

including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any of the foregoing.

         "INACTIVE SUBSIDIARIES" means those Subsidiaries of each Borrower
identified on Schedule 6.8 attached to this Agreement as inactive.

         "INDEBTEDNESS" of any Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations with respect to letters of credit and
(h) Hedging Obligations. The amount of Indebtedness of any Person at any date
shall be without duplication (i) the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability of any
such Contingent Obligations at such date and (ii) in the case of Indebtedness of
others secured by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject to a Lien securing the Indebtedness of others and the amount of the
Indebtedness secured.

         "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

         "INDEMNITEES" is defined in Section 10.7(B) hereof.

         "INSURED CASUALTY LOSS" means the damage or destruction of assets of a
Person which are covered, in whole or in part, by insurance.

         "INTANGIBLE ASSETS" means the intangible assets reflect on the
consolidated balance sheet of the Borrowers prepared in accordance with
Agreement Accounting Principles.

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrowers and their consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment and letter
of credit fees) as reflected on the income statement of the Borrowers and their
consolidated Subsidiaries, all as determined in conformity with Agreement
Accounting Principles.

         "INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a
period of 30, 60 or 90 days commencing on a Business Day selected by a Borrower
pursuant to this Agreement. Such Interest Period shall end on (but exclude) the
day which corresponds to such date 30, 60 or 90 days thereafter. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Borrowers and their




                                       11
<PAGE>

respective Subsidiaries, which are held for sale or lease, furnished under any
contract of service or held as raw materials, work in process or supplies, and
all materials used or consumed in the business of Borrowers and their respective
Subsidiaries, and shall include all right, title and interest of the Borrowers
and their respective Subsidiaries in any property the sale or other disposition
of which has given rise to receivables and which has been returned to or
repossessed or stopped in transit by the Borrowers or their respective
Subsidiaries.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "ISSUING BANK" means Provident.

         "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a
Letter of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.6 hereof.

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the amount then available for drawing under each of
the Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the applicable Issuing Bank, (iii) the aggregate outstanding amount of all
Reimbursement Obligations at such time and (iv) the aggregate face amount of all
Letters of Credit requested by a Borrower but not yet issued (unless the request
for an unissued Letter of Credit has been denied).

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.

         "LETTER OF CREDIT" means the letters of credit to be issued by the
Issuing Bank pursuant to Section 3.1 hereof.

         "LEVERAGE RATIO" is defined in Section 7.4(B) hereof.

         "LIFO RESERVE" means the reserve for lifo inventory on the Borrowers
consolidated financial statements recorded in accordance with Agreement
Accounting Principles.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 or Section 2.1A, hereof, as applicable, and
collectively all Revolving Loans and Debt Purchase Facility Loans, whether made
or continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.




                                       12
<PAGE>

         "LOAN ACCOUNT" is defined in Section 2.13(F) hereof.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Guaranties and
all other documents, instruments and agreements executed in connection therewith
or contemplated thereby, as the same may be amended, restated or otherwise
modified and in effect from time to time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of each Borrower, or the Borrowers and their respective
Subsidiaries, taken as a whole, (b) the ability of the Borrowers or any of their
respective Material Subsidiaries to perform their respective obligations under
the Loan Documents in any material respect, or (c) the ability of the Lenders or
the Agent to enforce in any material respect the Obligations.

         "MATERIAL ASSET SALE" means any Asset Sale (other than the CSDC
Disposition), or entering into an agreement regarding an Asset Sale (other than
the CSDC Disposition), except:

                  (i)     sales of Inventory in the ordinary course of business;

                  (ii)    the disposition in the ordinary course of business of
                          equipment or other personal property that is
                          obsolete, excess or no longer useful in the business
                          of the Borrowers or their respective Subsidiaries;

                  (iii)   the sale or other disposition of assets by any
                          consolidated Subsidiary of a Borrower to another
                          consolidated Subsidiary of that Borrower or by any
                          consolidated Subsidiary of a Borrower to that
                          Borrower;

                  (iv)    a sale and leaseback transaction permitted pursuant
                          to Section 7.3(J) hereof; or

                  (v)     sales, assignments, transfers, leases, conveyances or
                          other dispositions of assets if such transaction (a)
                          is not for less than fair market value, and (b) when
                          combined with all such other transactions in the
                          immediately preceding twelve month period, results in
                          Net Cash Proceeds to the Borrowers and their
                          respective Subsidiaries of less than $250,000.

         "MATERIAL INSURED CASUALTY LOSS" means any Insured Casualty Loss,
except if the insurance proceeds from such Insured Casualty Loss, when combined
with all such other insurance proceeds resulting from Insured Casualty Losses in
the immediately preceding twelve month period, results in Net Cash Proceeds to
the Borrowers and their respective Subsidiaries of less than $250,000.

         "MATERIAL SUBSIDIARY" means a Subsidiary having a Net Worth of
$3,000,000 or more.




                                       13
<PAGE>

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by a Borrower or any member of the Controlled Group.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, Equity
Offering or Insured Casualty Loss, (a) cash (freely convertible into Dollars)
received by such Person or any Subsidiary of such Person from such Asset Sale
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale),
Equity Offering or Insured Casualty Loss, after (i) provision for all income or
other taxes measured by or resulting from such Asset Sale, (ii) payment of all
brokerage commissions and other fees and expenses related to such Asset Sale or
such Equity Offering, and (iii) all amounts used to repay Indebtedness secured
by a Lien on any asset disposed of in such Asset Sale or damaged or destroyed in
such Insured Casualty Loss or which is or may be required (by the express terms
of the instrument governing such Indebtedness) to be repaid in connection with
such Asset Sale or Insured Casualty Loss (including payments made to obtain or
avoid the need for the consent of any holder of such Indebtedness); and (b) cash
payments in respect of any other consideration received by such Person or any
Subsidiary of such Person from such Asset Sale upon receipt of such cash
payments by such Person or such Subsidiary.

         "NET INCOME" means, for any period, the net earnings (or loss) after
taxes of the Borrowers and their respective Subsidiaries on a consolidated basis
for such period taken as a single accounting period determined in conformity
with Agreement Accounting Principles.

         "NET WORTH" means, at a particular date, all amounts which would be
included under shareholders' equity for any Person determined in accordance with
Agreement Accounting Principles.

         "NEW SUBSIDIARY" is defined in Section 7.3(G)(ii) hereof.

         "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

         "NOTE" means the Revolving Notes and the Debt Purchase Facility Notes.

         "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

         "OBLIGATIONS" means all Loans, Advances, Reimbursement Obligations,
debts, liabilities, obligations, covenants and duties owing by either Borrower
to the Agent, the Arranger, any Lender, any Issuing Bank, any Affiliate of the
Agent, the Arranger or any Lender, or any Indemnitee, of any kind or nature,
present or future, arising under this Agreement, the Notes or any other Loan
Document, whether or not evidenced by any note, guaranty or other instrument,
whether or not for the payment of money, whether arising by reason of an
extension of credit, loan, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, attorneys' fees and disbursements, paralegals' fees (in each
case whether




                                       14
<PAGE>

or not allowed), and any other sum chargeable to either Borrower under this
Agreement or any other Loan Document.

         "OPERATING LEASE" of a Person means any lease of property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "ORIGINAL CREDIT AGREEMENT" means the Credit Agreement dated as of June
23, 2000 among the Borrower, the financial institutions parties thereto as
lenders and the Agent, as amended by First Amendment thereto dated as of
September 20, 2001.

         "OTHER TAXES" is defined in Section 2.13(E)(ii) hereof.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last Business Day of each calendar month.

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

         "PERMITTED ACQUISITION" is defined in Section 7.3(G) hereof.

         "PERMITTED CAPITALIZED LEASES" is defined in Section 7.3(A)(vi) hereof.

         "PERMITTED CONTINGENT OBLIGATIONS" means the Contingent Obligations of
a Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of a Borrower
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement, and
any renewals, modifications or extensions thereof provided that the terms of
such renewals, modifications or extensions do not increase the amount of such
Indebtedness.

         "PERMITTED EXISTING LIENS" means the Liens on assets of a Borrower and
its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

         "PERMITTED NOTE PURCHASES" means purchases of Convertible Subordinated
Notes meeting all the following requirements:

                  (a) no Default or Unmatured Default shall have occurred and be
         continuing or would result from such purchase or the incurrence of any
         Indebtedness in connection therewith;

                  (b) the purchase shall be consummated in an open market or
         privately negotiated transaction pursuant to terms (including price),
         conditions and documentation satisfactory to the Agent; and




                                       15
<PAGE>

                  (c) the purchase shall be consummated in compliance with any
         documents governing any Subordinated Debt and with all applicable laws,
         rules and regulations.

         "PERMITTED THIRD PARTY LOANS" means the Third Party Loans of the
Borrowers and their respective Subsidiaries identified as such on Schedule 1.1.4
to this Agreement.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA
in respect of which either Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

         "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by Provident (which is not necessarily the lowest
rate charged to any customer), changing when and as said prime rate changes.

         "PRO RATA SHARE" means:

                  (i) with respect to all payments, computations and
         determinations relating to the Revolving Loan Commitment or the
         Revolving Loans of any Lender or such Lender's interest in Letters of
         Credit (including, without limitation, determinations of the commitment
         fee under Section 2.13(C)(i)), the Revolving Loan Pro Rata Share;

                  (ii) with respect to all payments, computations and
         determinations relating to the Debt Purchase Facility Commitment or the
         Debt Purchase Facility Loan of any Lender (including, without
         limitation, determinations of the commitment fee under Section
         2.13(C)(ii) and (iii)), the Debt Purchase Loan Pro Rata Share; and

                  (iii) for all other purposes, with respect to each Lender, the
         percentage obtained by dividing (A) the sum of such Lender's Debt
         Purchase Facility Commitment and Revolving Loan Commitment at such time
         (in each case, as adjusted from time to time in accordance with the
         provisions of this Agreement) by (B) the sum of the aggregate amount of
         all of the Aggregate Debt Purchase Facility Commitment and the
         Aggregate Revolving Loan Commitment at such time; provided, however, if
         all of the Commitments are terminated pursuant to the terms of this
         Agreement, then "Pro Rata Share" means the percentage obtained by
         dividing (x) the sum of such Lender's Debt Purchase Facility Loans,
         Revolving Loans, and L/C Obligations, by (y) the aggregate amount of
         all Debt Purchase Facility Loans, Revolving Loans, and L/C Obligations.

         "PROVIDENT" means The Provident Bank.

         "PURCHASERS" is defined in Section 13.3(A) hereof.



                                       16
<PAGE>

         "RATE OPTION" means the Eurodollar Rate or the Floating Rate.

         "REGISTER" is defined in Section 13.3(C) hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying Margin
Stock applicable to member banks of the Federal Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease but does not include any amounts payable under
Capitalized Leases of such Person.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days after
such event occurs, provided, however, that a failure to meet the minimum funding
standards of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

         "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than fifty percent (50%); provided, however, that, if any
of the Lenders shall have failed to fund its Revolving Loan Pro Rata Share of
any Revolving Loan requested by the Borrowers or its Debt Purchase Loan Pro Rata
Share of any Debt Purchase Facility Loan requested by the Borrowers, which such
Lenders are obligated to fund under the terms of this Agreement and any such
failure has not been cured, then for so long as such failure continues,
"REQUIRED LENDERS" means Lenders (excluding all Lenders whose failure to fund
their applicable Pro Rata Shares of such Revolving Loans or Debt Purchase
Facility Loans has not been so cured) whose Pro Rata




                                       17
<PAGE>

Shares represent greater than fifty percent (50%) of the aggregate Pro Rata
Shares of such Lenders; provided further, however, that, if the Commitments have
been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of all Loans and L/C Obligations
are greater than fifty percent (50%).

         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurodollar Rate Loans is determined or category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
United States residents.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (a) the Aggregate Revolving Loan Commitment at such time exceeds
(b) the Revolving Credit Obligations at such time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal amount of the Revolving Loans at such time,
plus (ii) the L/C Obligations at such time.

         "REVOLVING LOAN" is defined in Section 2.1 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit not exceeding the amount set forth on Exhibit A to this Agreement
opposite its name thereon under the heading "Revolving Loan Commitment" or the
signature page of the assignment and acceptance by which it became a Lender, as
such amount may be modified from time to time pursuant to the terms of this
Agreement or to give effect to any applicable assignment and acceptance.

         "REVOLVING LOAN PRO RATA SHARE" shall mean, at any particular time and
with respect to any Lender, the percentage obtained by dividing (A) such
Lender's Revolving Loan Commitment (or the outstanding principal balance of such
Lender's Revolving Loans and all L/C Obligations in which such Lender has an
interest, if the Revolving Loan Commitments have




                                       18
<PAGE>

been terminated pursuant to the terms of this Agreement) by (B) the Aggregate
Revolving Loan Commitment (or the aggregate outstanding principal balance of the
Revolving Loans and all L/C Obligations, if the Revolving Loan Commitments have
been terminated pursuant to the terms of this Agreement).

         "REVOLVING LOAN TERMINATION DATE" means February 1, 2005.

         "REVOLVING NOTE" means a promissory note, in substantially the form of
Exhibit B-1 hereto, duly executed by a Borrower and payable to the order of a
Lender in the amount of its Revolving Loan Commitment, including any amendment,
restatement, modification, renewal or replacement of such Revolving Note.

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

         "SENIOR SUBORDINATED NOTES" means the $150 Million of 8-7/8% Senior
Subordinated Notes due 2007 issued by Marsh Supermarkets, Inc.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by a Borrower or any
member of the Controlled Group for employees of such Borrower or any member of
the Controlled Group.

         "SOLVENT" shall mean, when used with respect to any Person, that at the
time of determination:

                  (i)   the fair value of its assets (both at fair valuation and
         at present fair saleable value) is equal to or in excess of the total
         amount of its liabilities, including, without limitation, contingent
         liabilities; and

                  (ii)  it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SUBORDINATED DEBT" means the Senior Subordinated Notes and the
Convertible Subordinated Notes.

         "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of either Borrower.




                                       19
<PAGE>

         "TAXES" is defined in Section 2.13(E)(i) hereof.

         "TERMINATION DATE" means the earlier of (a) February 1, 2005, and (b)
the date of termination of the Commitments pursuant to Section 2.4 hereof or
pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of a Borrower or any member of the Controlled
Group from a Benefit Plan during a plan year in which a Borrower or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of a Borrower or any member of the Controlled Group; (iii) the
imposition of an obligation on a Borrower or any member of the Controlled Group
under Section 4041 of ERISA to provide affected parties written notice of intent
to terminate a Benefit Plan in a distress termination described in Section
4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a
Benefit Plan; (v) any event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; or (vi) the partial or complete withdrawal of a
Borrower or any member of the Controlled Group from a Multiemployer Plan.

         "THIRD PARTY LOAN" means, with respect to any Person, any loan or
advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable and similar items
made or incurred in the ordinary course of business) by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.

         "TRANSACTION COSTS" means the fees, costs and expenses payable by the
Borrowers in connection with the execution, delivery and performance of the Loan
Documents.

         "TRANSFEREE" is defined in Section 13.5 hereof.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurodollar Rate Loan.

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the present value of all vested nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plans, and (ii) in the case of Multiemployer
Plans, the withdrawal liability that would be incurred by the Controlled Group
if all members of the Controlled Group completely withdrew from all
Multiemployer Plans.

         "UNMATURED DEFAULT" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by





                                       20
<PAGE>

multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect thereof, by (b) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date and the making of
such payment, by (ii) the then outstanding principal amount of such
Indebtedness.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

         1.2 References. Any references to Subsidiaries of the Borrowers set
forth herein shall not in any way be construed as consent by the Agent or any
Lender to the establishment, maintenance or acquisition of any Subsidiary,
except as may otherwise be permitted hereunder.

         1.3 Amendment and Restatement of Original Credit Agreement. The
Borrowers, the Lenders, the Agent and the Issuing Bank agree that, upon (i) the
execution and delivery of this Agreement by each of the parties hereto and (ii)
satisfaction (or waiver by the Agent in its sole discretion) of the conditions
precedent set forth in Section 5.1, the terms and provisions of the Original
Credit Agreement shall be and hereby are amended, superseded and restated in
their entirety by the terms and provisions of this Agreement. This Agreement is
not intended to and shall not constitute a novation of the Original Credit
Agreement or the indebtedness created thereunder, including, without limitation,
the "Obligations" under and as defined therein. All outstanding "Loans" and
"Letters of Credit" (under and as defined in the Original Credit Agreement)
shall continue as Loans and Letters of Credit under (and shall be governed by
the terms of) this Agreement. The commitments of each Lender that is a party to
the Original Credit Agreement shall, on the Closing Date, automatically be
deemed amended and the only Commitments shall be those hereunder.

ARTICLE II:  THE REVOLVING LOAN FACILITIES

         2.1 Revolving Loans. Upon the satisfaction of the conditions precedent
set forth in Sections 5.1 and 5.2, from and including the date of this Agreement
and prior to the Revolving Loan Termination Date, each Lender, severally and not
jointly agrees, on the terms and conditions set forth in this Agreement, to make
revolving loans to the Borrowers from time to time, in Dollars, in an amount not
to exceed such Lender's Revolving Loan Pro Rata Share of Revolving Credit
Availability at such time (each individually, a "REVOLVING LOAN" and,
collectively, the "REVOLVING LOANS"); provided, however, at no time shall the
Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment.
Subject to the terms of this Agreement, the Borrowers may borrow, repay and
reborrow Revolving Loans at any time prior to the Revolving Loan Termination
Date. On the Revolving Loan Termination Date, the Borrowers shall repay in full
the outstanding principal balance of the Revolving Loans. Each Advance under
this Section 2.1 shall consist of Revolving Loans made by each Lender ratably in
proportion to such Lender's respective Revolving Loan Pro Rata Share.



                                       21
<PAGE>

         2.1A Debt Purchase Facility Loans. Upon the satisfaction of the
conditions precedent set forth in Sections 5.1 and 5.2, from and including the
Activation Date and prior to the Debt Purchase Facility Loan Termination Date,
each Lender having an Debt Purchase Facility Loan Commitment severally and not
jointly agrees, on the terms and conditions set forth in this Agreement, to make
revolving loans to the Borrower from time to time, in Dollars, in an amount not
to exceed such Lender's Debt Purchase Facility Pro Rata Share of Debt Purchase
Facility Availability at such time (each individually, an "DEBT PURCHASE
FACILITY LOAN" and, collectively, the "DEBT PURCHASE FACILITY LOANS"); provided,
however, at no time shall the outstanding principal balance of the Debt Purchase
Facility Loans exceed the Debt Purchase Facility Availability. Subject to the
terms of this Agreement (including, without limitation, the restrictions on use
of proceeds of the Debt Purchase Facility Loans as set forth in Section 7.2(J),
the Borrower may borrow, repay and reborrow Debt Purchase Facility Loans at any
time prior to the Debt Purchase Facility Loan Termination Date. The Debt
Purchase Facility Loans made on the Activation Date shall initially be Floating
Rate Loans and thereafter may be continued as Floating Rate Loans or converted
into Eurodollar Rate Loans in the manner provided in Section 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
Article II. On the Debt Purchase Facility Loan Termination Date, the Borrower
shall repay in full the outstanding principal balance of the Debt Purchase
Facility Loans. Each Advance under this Section 2.1A shall consist of Debt
Purchase Facility Loans made by each Lender ratably in proportion to such
Lender's respective Debt Purchase Facility Pro Rata Share.

         2.2 Rate Options for Advances. The Revolving Loans and the Debt
Purchase Facility Loans may be Floating Rate Advances or Eurodollar Rate
Advances, or a combination thereof, selected by the Borrowers in accordance with
Section 2.8. The Borrowers may select, in accordance with Section 2.8, Rate
Options and Interest Periods applicable to portions of the Revolving Loans and
the Debt Purchase Facility Loans; provided that there shall be no more than five
(5) Interest Periods in effect with respect to all of the Revolving Loans at any
time and no more than three (3) Interest Periods in effect with respect to all
the Debt Purchase Facility Loans at any time.

         2.3 Optional Payments; Mandatory Prepayments.

         (A) Optional Payments. The Borrowers may from time to time repay,
without penalty or premium, all or any part of outstanding Floating Rate
Advances. Eurodollar Rate Advances may be voluntarily repaid or prepaid prior to
the last day of the applicable Interest Period, subject to the indemnification
provisions contained in Section 4.4, provided, that the Borrowers may not so
prepay Eurodollar Rate Advances unless it shall have provided at least three
Business Days' written notice to the Agent of such prepayment.

         (B) Mandatory Prepayments.

                (i)     Mandatory Prepayments and Reduction of Commitments.

                        (a) Upon the consummation or occurrence of any (i)
                Material Asset Sale, (ii) Equity Offering or (iii) Material
                Insured Casualty Loss, by a Borrower




                                       22
<PAGE>


                or any of their respective Subsidiaries except as provided in
                the second sentence of this Section 2.3(B)(i)(a), within three
                (3) Business Days after such Borrower's or Subsidiaries' (i)
                receipt of any Net Cash Proceeds from any such Material Asset
                Sale, Equity Offering or Material Insured Casualty Loss, or (ii)
                conversion to cash or Cash Equivalents of non-cash proceeds
                (whether principal or interest and including securities, release
                of escrow arrangements or lease payments) received from any
                Material Asset Sale, the Borrowers shall make a mandatory
                prepayment of the Debt Purchase Facility Loans outstanding at
                such time (if any) in an amount equal to one hundred percent
                (100%) of such Net Cash Proceeds or such proceeds converted from
                non-cash to cash or Cash Equivalents, and the Aggregate Debt
                Purchase Facility Commitment shall be reduced by a like amount.
                Following the payment in full of the Debt Purchase Facility
                Loans outstanding at such time (if any), the balance of the Net
                Cash Proceeds will be applied to repay Revolving Credit
                Obligations, and the Aggregate Revolving Loan Commitment shall
                be reduced by a like amount. Net Cash Proceeds with respect to
                which a Borrower shall have given the Agent written notice in
                the next compliance certificate delivered pursuant to Section
                7.1(A)(iii) of its intention to acquire, repair or replace
                capital assets within twelve months following such Material
                Asset Sale, Equity Offering or Material Insured Casualty Loss
                shall not be subject to the provisions of this Section
                2.3(B)(i)(a) unless and to the extent that such applicable
                period shall have expired without such acquisition, repair or
                replacement having been made.

                        (b) Nothing in this Section 2.3(B)(i) shall be construed
                to constitute the Lenders' consent to any transaction referred
                to in clause (a) above which is not expressly permitted by the
                terms of this Agreement.

                (ii) Application of Mandatory Prepayments. Subject to the
         preceding provisions of this Section 2.3(B), all of the mandatory
         prepayments made under this Section 2.3(B) shall be applied first to
         Floating Rate Loans and to any Eurodollar Rate Loans maturing on such
         date and then to subsequently maturing Eurodollar Rate Loans in order
         of maturity.

         2.4 Optional Reduction of Commitments. (a) The Borrowers may, from
time to time, permanently reduce the Aggregate Revolving Loan Commitment in
whole, or in part ratably among the Lenders, in an aggregate minimum amount of
$5,000,000 and integral multiples of $1,000,000 in excess of that amount (unless
the Aggregate Revolving Loan Commitment is reduced in whole), upon at least one
Business Day's written notice to the Agent, which notice shall specify the
amount of any such reduction; provided, however, that the amount of the
Aggregate Revolving Loan Commitment may not be reduced below the aggregate
principal amount of the outstanding Revolving Credit Obligations.

         (b) The Borrower may permanently reduce the Aggregate Debt Purchase
Facility Commitment in whole, or in part ratably among the Lenders, in an
aggregate minimum amount of $5,000,000 with respect to each such Commitment and
integral multiples of $1,000,000 in excess of that amount with respect to each
such Commitment (unless the Aggregate Debt





                                       23
<PAGE>

Purchase Facility Commitment is reduced in whole), upon at least three (3)
Business Days' written notice to the Agent, which notice shall specify the
amount of any such reduction; provided, however, that the amount of the
Aggregate Debt Purchase Facility Commitment may not be reduced below the
aggregate principal amount of the outstanding principal amount of the Debt
Purchase Facility Loans.

         (c) All accrued commitment fees shall be payable on the effective date
of any termination of the obligations of the Lenders to make Loans hereunder.

         2.5 Method of Borrowing. Not later than 2:00 p.m. (Indianapolis time)
on each Borrowing Date, each Lender shall make available its Revolving Loan or
Debt Purchase Facility Loan in funds immediately available to the Agent at the
address designated by the Agent. The Agent will promptly make the funds so
received from the Lenders available to the Borrowers at the Agent's aforesaid
address.

         2.6 Method of Selecting Types and Interest Periods for Advances. The
Borrowers shall select the Type of Advance and, in the case of each Eurodollar
Rate Advance, the Interest Period applicable to each Advance from time to time.
The Borrowers shall give the Agent irrevocable notice in substantially the form
of Exhibit C hereto (a "BORROWING NOTICE") not later than 10:00 a.m.
(Indianapolis time) (a) on the Borrowing Date of each Floating Rate Advance and
(b) three Business Days before the Borrowing Date for each Eurodollar Rate
Advance, specifying: (i) the Borrowing Date (which shall be a Business Day) of
such Advance; (ii) the aggregate amount of such Advance; (iii) the Type of
Advance selected; and (iv) in the case of each Eurodollar Rate Advance, the
Interest Period applicable thereto. The Borrowers shall select Interest Periods
so that, to the best of the Borrowers' knowledge, it will not be necessary to
prepay all or any portion of any Eurodollar Rate Advance prior to the last day
of the applicable Interest Period and no Interest Period shall extend beyond the
Revolving Loan Termination Date or the Debt Purchase Facility Termination Date,
as applicable. Each Floating Rate Advance and all Obligations other than Loans
shall bear interest from and including the date of the making of such Advance to
(but not including) the date of repayment thereof at the Floating Rate, changing
when and as such Floating Rate changes. Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Prime Rate. Each Eurodollar Rate Advance
shall bear interest from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period
at the interest rate determined as applicable to such Eurodollar Rate Advance.

         2.7 Minimum Amount of Each Advance. Each Advance that is a Revolving
Loan shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof); provided, however, if there is less than
$5,000,000 of unused Aggregate Revolving Loan Commitment that a Floating Rate
Advance may be in the amount of the unused Aggregate Revolving Loan Commitment.
Each Advance that is a Debt Purchase Facility Loan shall be in the minimum
amount of $1,000,000 (and in multiples of $250,000 if in excess thereof);
provided, however, if there is less than $1,000,000 of unused Aggregate Debt
Purchase Facility Loan Commitment that a Floating Rate Advance may be in the
amount of the unused Aggregate Debt Purchase Facility Loan Commitment.




                                       24
<PAGE>

         2.8 Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

         (A) Right to Convert. The Borrowers may elect from time to time,
subject to the provisions of Section 2.2 and this Section 2.8, to convert all or
any part of a Loan of any Type into any other Type or Types of Loans; provided
that any conversion of any Eurodollar Rate Advance shall be made on, and only
on, the last day of the Interest Period applicable thereto.

         (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as
Eurodollar Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrowers shall have given the
Agent notice in accordance with Section 2.8(D) requesting that, at the end of
such Interest Period, such Eurodollar Rate Loans continue as a Eurodollar Rate
Loan.

         (C) No Conversion Post-Default or Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.8(A) or Section
2.8(B), no Loan may be converted into or continued as a Eurodollar Rate Loan
(except with the consent of the Required Lenders) when any Default or Unmatured
Default has occurred and is continuing.

         (D) Conversion/Continuation Notice. The Borrowers shall give the Agent
irrevocable notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of a
Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar
Rate Loan not later than 10:00 a.m. (Indianapolis time) three Business Days
prior to the date of the requested conversion or continuation, specifying: (1)
the requested date (which shall be a Business Day) of such conversion or
continuation; (2) the amount and Type of the Loan to be converted or continued;
and (3) the amount of Eurodollar Rate Loan(s) into which such Loan is to be
converted or continued and the duration of the Interest Period applicable
thereto.

         2.9 Default Rate. After the occurrence and during the continuance of a
Default, at the option of the Agent or at the direction of the Required Lenders,
the interest rate(s) applicable to the Obligations and the fees payable under
Section 3.8 with respect to Letters of Credit shall be increased by two percent
(2.0%) per annum above the Floating Rate or Eurodollar Rate, as applicable.

         2.10 Method of Payment. All payments of principal, interest, and fees
hereunder shall be made, without setoff, deduction or counterclaim, in
immediately available funds to the Agent at the Agent's address specified
pursuant to Article XIV, or at any other Lending Installation of the Agent
specified in writing by the Agent to the Borrowers, by 12:00 p.m. (Indianapolis
time) on the date when due and shall be made ratably among the Lenders (unless
such amount is not to be shared ratably in accordance with the terms hereof).
Each payment delivered to the Agent for the account of any Lender shall be
delivered promptly by the Agent to such Lender in the same type of funds which
the Agent received at its address specified pursuant to Article XIV or at any
Lending Installation specified in a notice received by the Agent from such
Lender. The




                                       25
<PAGE>

Borrowers authorize the Agent to charge the account of the Borrowers maintained
with Provident for each payment of principal, interest and fees as it becomes
due hereunder.

         2.11 Notes. Each Lender is authorized to record the principal amount
of each of its Loans and each repayment with respect to its Loans on the
schedule attached to its respective Notes; provided, however, that the failure
to so record shall not affect the Borrowers' obligations under any such Notes.

         2.12 Telephonic Notices. The Borrowers authorize the Lenders and the
Agent to extend Advances, issue Letters of Credit, effect selections of Types of
Advances and to transfer funds based on telephonic notices made by any person or
persons the Agent or any Lender in good faith believes to be acting on behalf of
the Borrowers. The Borrowers agree to deliver promptly to the Agent a written
confirmation, signed by an Authorized Officer, if such confirmation is requested
by the Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the Agent
and the Lenders, (i) the telephonic notice shall govern absent manifest error
and (ii) the Agent or the Lender, as applicable, shall promptly notify the
Authorized Officer who provided such confirmation of such difference.

         2.13 Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts.

         (A) Promise to Pay. Each Borrower, jointly and severally,
unconditionally promises to pay when due the principal amount of each Loan and
all other Obligations and to pay all unpaid interest accrued thereon, in
accordance with the terms of this Agreement and the Notes.

         (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, and at maturity (whether by acceleration or
otherwise). Interest accrued on each Eurodollar Rate Loan shall be payable on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on the principal balance of all other Obligations
shall be payable in arrears (i) on the last day of each calendar month,
commencing on the first such day following the incurrence of such Obligation,
(ii) upon repayment thereof in full or in part, and (iii) if not theretofore
paid in full, at the time such other Obligation becomes due and payable (whether
by acceleration or otherwise).

         (C) Commitment Fees. (i) The Borrowers shall pay to the Agent, for the
account of the Lenders as provided hereinbelow, from and after the Closing Date
until the date on which the Aggregate Revolving Loan Commitment shall be
terminated in whole, a commitment fee accruing at the rate of the then
Applicable Commitment Fee Percentage, on the amount by which (x) the Aggregate
Revolving Loan Commitment exceeds (y) the Revolving Credit Obligations from time
to time. All such commitment fees payable under this clause (C)(i) shall be
payable quarterly in arrears on the last day of the calendar quarter occurring
after the Closing Date (with the first such payment being calculated for the
period from the Closing Date and ending on March 31, 2002), and, in addition, on
the date on which the Aggregate Revolving Loan Commitment shall be




                                       26
<PAGE>

terminated in whole. The Agent shall pay to each Lender a portion of such
commitment fee based on the amount by which such Lender's Revolving Loan
Commitment exceeds the Revolving Credit Obligations.

                (ii) The Borrower shall pay to the Agent, for the account of the
        Lenders as provided hereinbelow, from and after the Activation Date
        until the date on which the Aggregate Debt Purchase Facility Commitment
        shall be terminated in whole, a commitment fee accruing at the rate of
        the then Applicable Commitment Fee Percentage on the amount by which (x)
        the Aggregate Debt Purchase Facility Commitment exceeds (y) the
        outstanding principal balance of the Debt Purchase Facility Loans from
        time to time. All such commitment fees payable under this clause (C)(ii)
        shall be payable quarterly in arrears on the last day of each fiscal
        quarter of the Borrower occurring after the Activation Date and, in
        addition, on the earlier of (1) the date on which the Aggregate Debt
        Purchase Facility Commitment shall be terminated in whole and (2) the
        Debt Purchase Facility Loan Termination Date. The Agent shall pay to
        each Lender a portion of such commitment fee based on such Lender's Debt
        Purchase Facility Pro Rata Share.

                (iii) The Borrowers agree to pay to the Agent for the sole
        account of the Agent and the Arranger (unless otherwise agreed between
        the Agent and the Arranger and any Lender) the fees set forth in the
        letter agreements among the Agent, the Arranger and the Borrowers dated
        February 15, 2002, payable at the times and in the amounts set forth
        therein.

        (D) Interest and Fee Basis; Applicable Floating Rate Margin, Applicable
Eurodollar Margin and Applicable Commitment Fee Percentage.

                (i) Interest on all Obligations and all fees shall be calculated
        for actual days elapsed on the basis of a 360-day year. Interest shall
        be payable for the day an Obligation is incurred but not for the day of
        any payment on the amount paid if payment is received prior to 12:00
        p.m. (Indianapolis time) at the place of payment. If any payment of
        principal of or interest on a Loan or any payment of any other
        Obligations shall become due on a day which is not a Business Day, such
        payment shall be made on the next succeeding Business Day and, in the
        case of a principal payment, such extension of time shall be included in
        computing interest in connection with such payment.

                (ii) The Applicable Floating Rate Margin and Applicable
        Eurodollar Margin and the Applicable Commitment Fee Percentage shall be
        determined from time to time by reference to the table set forth below,
        on the basis of the then applicable Leverage Ratio as described in this
        Section 2.13(D)(ii):



                                       27
<PAGE>
<TABLE>
<CAPTION>
                                    Applicable            Applicable              Applicable
                                    Eurodollar           Floating Rate            Commitment
         Leverage Ratio               Margin                Margin              Fee Percentage*
         --------------             ----------           -------------          --------------
<S>                                 <C>                  <C>                    <C>
         Greater than or
         equal to 4.35 to 1.0         2.75%                 0.75%                   0.50%

         Greater than or
         equal to 4.0 to 1.0
         and less than
         4.35 to 1.0                  2.50%                 0.50%                   0.50%

         Greater than or
         equal to 3.5 to 1.0
         and less than
         4.0 to 1.0                   2.25%                 0.25%                   0.50%

         Greater than or
         equal to 3.0 to 1.0
         and less than
         3.5 to 1.0                   2.00%                 0.00%                   0.375%

         Greater than or
         equal to 2.5 to 1.0
         and less than
         3.0 to 1.0                   1.50%                 0.00%                   0.25%

         Less than 2.5 to 1.0         1.00%                 0.00%                   0.25%
</TABLE>

         *If at any time the sum of outstanding Revolving Loans and the
outstanding Debt Purchase Facility Loans is less than $50,000,000.00, the
Applicable Commitment Fee percentage shall be increased by one eighth of one
percent (.125%).

         For purposes of this Section 2.13(D)(ii), the Leverage Ratio shall be
determined as of the last day of each fiscal quarter based upon (a) the
outstanding balance of Consolidated Indebtedness as of such date; and (b) the
actual amount of EBITDA for the four fiscal quarter period ending on such day,
adjusted, with respect to Permitted Acquisitions, to reflect the EBITDA of the
acquired entity (calculated consistent with the definition of EBITDA contained
herein) during such portion of the four fiscal quarter period which is prior to
the consummation of such Permitted Acquisition. Upon receipt of the financial
statements delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the
Applicable Floating Rate Margin, Applicable Eurodollar Margin and Applicable
Commitment Fee Percentage shall be adjusted, such adjustment being effective
five (5) Business Days following the Agent's receipt of such financial
statements and the compliance certificate required to be delivered in connection
therewith pursuant to Section 7.1(A)(iii); provided, that if the Borrowers shall
not have timely delivered its financial statements in accordance with Section
7.1(A)(i) or (ii), as applicable, then commencing on the date upon which such
financial statements should have been delivered and continuing until such
financial statements are actually delivered, it shall be assumed for purposes of
determining the Applicable Floating Rate Margin, Applicable Eurodollar Margin
and Applicable Commitment Fee Percentage that the Leverage Ratio was greater
than or equal to 4.35 to 1.0.



                                       28
<PAGE>

        (E) Taxes.

                (i) Any and all payments by the Borrowers hereunder shall be
        made free and clear of and without deduction for any and all present or
        future taxes, levies, imposts, deductions, charges or withholdings or
        any liabilities with respect thereto including those arising after the
        date hereof as a result of the adoption of or any change in any law,
        treaty, rule, regulation, guideline or determination of a Governmental
        Authority or any change in the interpretation or application thereof by
        a Governmental Authority but excluding, in the case of each Lender and
        the Agent, such taxes (including income taxes, franchise taxes, excise
        taxes, Indiana gross income taxes and branch profit taxes) as are
        imposed on or measured by such Lender's or Agent's, as the case may be,
        income or assets by the United States of America or any Governmental
        Authority (all such non-excluded taxes, levies, imposts, deductions,
        charges, withholdings, and liabilities which the Agent or a Lender
        determines to be applicable to this Agreement, the other Loan Documents,
        the Commitments, the Loans or the Letters of Credit being hereinafter
        referred to as "TAXES"). If the Borrowers shall be required by law to
        deduct any Taxes from or in respect of any sum payable hereunder or
        under the other Loan Documents to any Lender or the Agent, (i) the sum
        payable shall be increased as may be necessary so that after making all
        required deductions (including deductions applicable to additional sums
        payable under this Section 2.13(E)) such Lender or the Agent (as the
        case may be) receives an amount equal to the sum it would have received
        had no such deductions been made, (ii) the Borrowers shall make such
        deductions, and (iii) the Borrowers shall pay the full amount deducted
        to the relevant taxation authority or other authority in accordance with
        applicable law. If a withholding tax of the United States of America or
        any other Governmental Authority shall be or become applicable (y) after
        the date of this Agreement, to such payments by the Borrowers made to
        the Lending Installation or any other office that a Lender may claim as
        its Lending Installation, or (z) after such Lender's selection and
        designation of any other Lending Installation, to such payments made to
        such other Lending Installation, such Lender shall use reasonable
        efforts to make, fund and maintain its Loans through another Lending
        Installation of such Lender in another jurisdiction so as to reduce the
        liability of the Borrowers hereunder, if the making, funding or
        maintenance of such Loans through such other Lending Installation of
        such Lender does not, in the judgment of such Lender, otherwise
        adversely affect such Loans, or obligations under the Commitments or
        such Lender.

                (ii) In addition, the Borrowers agree to pay any present (the
        Agent is aware of none at the time of Closing) or future stamp or
        documentary taxes or any other excise or property taxes, charges, or
        similar levies which arise from any payment made hereunder, from the
        issuance of Letters of Credit hereunder, or from the execution, delivery
        or registration of, or otherwise with respect to, this Agreement, the
        other Loan Documents, the Commitments or the Loans or the Letters of
        Credit (hereinafter referred to as "OTHER TAXES").

                (iii) The Borrowers indemnify each Lender and the Agent for the
        full amount of Taxes and Other Taxes (including, without limitation, any
        Taxes or Other Taxes imposed by any Governmental Authority on amounts
        payable under this Section 2.13(E)) paid by such Lender or the Agent (as
        the case may be) and any liability (including




                                       29
<PAGE>

        penalties, interest, and expenses) arising therefrom or with respect
        thereto. This indemnification shall be made within thirty (30) days
        after the date such Lender or the Agent (as the case may be) makes
        written demand therefor. A certificate as to any additional amount
        payable to any Lender or the Agent under this Section 2.13(E) submitted
        to the Borrowers and the Agent (if a Lender is so submitting) by such
        Lender or the Agent shall show in reasonable detail the amount payable
        and the calculations used to determine such amount and shall, absent
        manifest error, be final, conclusive and binding upon all parties
        hereto. With respect to such deduction or withholding for or on account
        of any Taxes and to confirm that all such Taxes have been paid to the
        appropriate Governmental Authorities, the Borrowers shall promptly (and
        in any event not later than thirty (30) days after receipt) furnish to
        each Lender and the Agent such certificates, receipts and other
        documents as may be required (in the judgment of such Lender or the
        Agent) to establish any tax credit to which such Lender or the Agent may
        be entitled.

                (iv) Within thirty (30) days after the date of any payment of
        Taxes or Other Taxes by the Borrowers, the Borrowers shall furnish to
        the Agent the original or a certified copy of a receipt evidencing
        payment thereof.

                (v) Without prejudice to the survival of any other agreement of
        the Borrowers hereunder, the agreements and obligations of the Borrowers
        contained in this Section 2.13(E) shall survive the payment in full of
        principal and interest hereunder, the termination of the Letters of
        Credit and the termination of this Agreement.

                (vi) Without limiting the obligations of the Borrowers under
        this Section 2.13(E), each Lender that is not created or organized under
        the laws of the United States of America or a political subdivision
        thereof shall deliver to the Borrowers and the Agent on or before the
        Closing Date, or, if later, the date on which such Lender becomes a
        Lender pursuant to Section 13.3, a true and accurate certificate
        executed in duplicate by a duly authorized officer of such Lender, in a
        form satisfactory to the Borrowers and the Agent, to the effect that
        such Lender is capable under the provisions of an applicable tax treaty
        concluded by the United States of America (in which case the certificate
        shall be accompanied by two executed copies of Form 1001 of the IRS) or
        under Section 1442 of the Code (in which case the certificate shall be
        accompanied by two copies of Form 4224 of the IRS, or, if such Lender is
        not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, two
        completed and signed copies of IRS Form W-8 or W-9 or the applicable
        successor form) of receiving payments of interest hereunder without
        deduction or withholding of United States federal income tax. Each such
        Lender further agrees to deliver to the Borrowers and the Agent from
        time to time a true and accurate certificate executed in duplicate by a
        duly authorized officer of such Lender substantially in a form
        satisfactory to the Borrowers and the Agent, before or promptly upon the
        occurrence of any event requiring a change in the most recent
        certificate previously delivered by it to the Borrowers and the Agent
        pursuant to this Section 2.13(E)(vi). Further, each Lender which
        delivers a certificate accompanied by Form 1001 of the IRS covenants and
        agrees to deliver to the Borrowers and the Agent within fifteen (15)
        days prior to January 1, 2001, and every third (3rd) anniversary of such
        date thereafter on which this Agreement is still in effect, another such
        certificate and two accurate and complete original signed




                                       30
<PAGE>

        copies of Form 1001 (or any successor form or forms required under the
        Code or the applicable regulations promulgated thereunder), and each
        Lender that delivers a Form W-8 or W-9 as prescribed above or a
        certificate accompanied by Form 4224 of the IRS covenants and agrees to
        deliver to the Borrowers and the Agent within fifteen (15) days prior to
        the beginning of each subsequent taxable year of such Lender during
        which this Agreement is still in effect, another such Form W-8 or W-9 or
        another such certificate and two accurate and complete original signed
        copies of IRS Form 4224 (or any successor form or forms required under
        the Code or the applicable regulations promulgated thereunder). Each
        such certificate shall certify as to one of the following:

                           (a) that such Lender is capable of receiving payments
                  of interest hereunder without deduction or withholding of
                  United States of America federal income tax;

                           (b) that such Lender is not capable of receiving
                  payments of interest hereunder without deduction or
                  withholding of United States of America federal income tax as
                  specified therein but is capable of recovering the full amount
                  of any such deduction or withholding from a source other than
                  the Borrowers and will not seek any such recovery from the
                  Borrowers; or

                           (c) that, as a result of the adoption of or any
                  change in any law, treaty, rule, regulation, guideline or
                  determination of a Governmental Authority or any change in the
                  interpretation or application thereof by a Governmental
                  Authority after the date such Lender became a party hereto,
                  such Lender is not capable of receiving payments of interest
                  hereunder without deduction or withholding of United States of
                  America federal income tax as specified therein and that it is
                  not capable of recovering the full amount of the same from a
                  source other than the Borrowers.

         Each Lender shall promptly furnish to the Borrowers and the Agent such
         additional documents as may be reasonably required by the Borrowers or
         the Agent to establish any exemption from or reduction of any Taxes or
         Other Taxes required to be deducted or withheld and which may be
         obtained without undue expense to such Lender.

         (F) Loan Account. Each Lender shall maintain in accordance with its
usual practice an account or accounts (a "LOAN ACCOUNT") evidencing the
Obligations of the Borrowers to such Lender owing to such Lender from time to
time, including the amount of principal and interest payable and paid to such
Lender from time to time hereunder and under the Notes.

         (G) Entries Binding. The entries made in the Register and each Loan
Account shall be conclusive and binding for all purposes, absent manifest error,
unless the Borrowers object to information contained in the Register and each
Loan Account within thirty (30) days of the receipt by Borrowers of such
information.





                                       31
<PAGE>

         2.14 Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Agent will notify each Lender of the contents of each Aggregate Revolving
Loan Commitment reduction notice, Aggregate Debt Purchase Facility Commitment
reduction notice, Borrowing Notice, Continuation/Conversion Notice, and
repayment notice received by it hereunder. The Agent will notify each Lender of
the interest rate applicable to each Eurodollar Rate Loan promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the Prime Rate.

         2.15 Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender for
the benefit of such Lending Installation. Each Lender may, by written or
facsimile notice to the Agent and the Borrowers, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments are to be made.

         2.16 Non-Receipt of Funds by the Agent. Unless the Borrowers or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrowers, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrowers, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrowers, the interest rate applicable to the relevant Loan.

         2.17 Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement on the
Termination Date, until all of the Obligations (other than contingent indemnity
obligations) shall have been fully and indefeasibly paid and satisfied and all
financing arrangements among the Borrowers and the Lenders shall have been
terminated and all of the Letters of Credit shall have expired, been canceled or
terminated, all of the rights and remedies under this Agreement and the other
Loan Documents shall survive.




                                       32
<PAGE>

ARTICLE III: THE LETTER OF CREDIT FACILITY

        3.1 Obligation to Issue. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties and covenants of
the Borrowers herein set forth, the Issuing Bank hereby agrees to issue for the
account of the Borrowers through the Issuing Bank's branches as it and the
Borrowers may jointly agree, one or more Letters of Credit denominated in
Dollars in accordance with this Article III, from time to time during the
period, commencing on the date hereof and ending on the Business Day prior to
the Termination Date.

        3.2 [Intentionally Omitted].

        3.3 Types and Amounts. The Issuing Bank shall have no obligation to and
Issuing Bank shall not:

                (i) issue any Letter of Credit if on the date of issuance,
        before or after giving effect to the Letter of Credit requested
        hereunder, (a) the Revolving Credit Obligations at such time would
        exceed the Aggregate Revolving Loan Commitment at such time, or (b) the
        aggregate outstanding amount of the L/C Obligations would exceed
        $10,000,000; or

                (ii) issue any Letter of Credit which has an expiration date
        later than the date which is the earlier of one (1) year after the date
        of issuance thereof or five (5) Business Days immediately preceding the
        Revolving Loan Termination Date.

        3.4 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of the Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

                (i) the Borrowers shall have delivered to the applicable Issuing
        Bank at such times and in such manner as the Issuing Bank may reasonably
        prescribe, a request for issuance of such Letter of Credit in
        substantially the form of Exhibit D hereto, duly executed applications
        for such Letter of Credit, and such other documents, instructions and
        agreements as may be required pursuant to the terms thereof, and the
        proposed Letter of Credit shall be reasonably satisfactory to the
        Issuing Bank as to form and content; and

                (ii) as of the date of issuance no order, judgment or decree of
        any court, arbitrator or Governmental Authority shall purport by its
        terms to enjoin or restrain the Issuing Bank from issuing such Letter of
        Credit and no law, rule or regulation applicable to the Issuing Bank and
        no request or directive (whether or not having the force of law) from a
        Governmental Authority with jurisdiction over the Issuing Bank shall
        prohibit or request that the Issuing Bank refrain from the issuance of
        Letters of Credit generally or the issuance of that Letter of Credit.




                                       33
<PAGE>

         3.5 Procedure for Issuance of Letters of Credit. (a) Subject to the
terms and conditions of this Article III and provided that the applicable
conditions set forth in Sections 5.1 and 5.2 hereof have been satisfied, the
Issuing Bank shall, on the requested date, issue a Letter of Credit on behalf of
the Borrowers in accordance with the Issuing Bank's usual and customary business
practices and, in this connection, the Issuing Bank may assume that the
applicable conditions set forth in Section 5.2 hereof have been satisfied unless
it shall have received notice to the contrary from the Agent or a Lender or has
knowledge that the applicable conditions have not been met.

         (b) The Issuing Bank shall give the Agent written or telex notice, or
telephonic notice confirmed promptly thereafter in writing, of the issuance of a
Letter of Credit, provided, however, that the failure to provide such notice
shall not result in any liability on the part of the Issuing Bank.

         (c) The Issuing Bank shall not extend or amend any Letter of Credit
unless the requirements of this Section 3.5 are met as though a new Letter of
Credit was being requested and issued.

         3.6 Letter of Credit Participation. Immediately upon the issuance of
each Letter of Credit hereunder, each Lender with a Revolving Loan Commitment
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the Borrowers
in respect thereof, and the liability of the Issuing Bank thereunder
(collectively, an "L/C INTEREST") in an amount equal to the amount available for
drawing under such Letter of Credit multiplied by such Lender's Revolving Loan
Pro Rata Share. The Issuing Bank will notify each Lender promptly upon
presentation to it of an L/C Draft or upon any other draw under a Letter of
Credit. On or before the Business Day on which the Issuing Bank makes payment of
each such L/C Draft or, in the case of any other draw on a Letter of Credit, on
demand by the Agent, each Lender shall make payment to the Agent, for the
account of the Issuing Bank, in immediately available funds in an amount equal
to such Lender's Revolving Loan Pro Rata Share of the amount of such payment or
draw. The obligation of each Lender to reimburse the Issuing Bank under this
Section 3.6 shall be unconditional, continuing, irrevocable and absolute. In the
event that any Lender fails to make payment to the Agent of any amount due under
this Section 3.6, the Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such
Lender hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the applicable Issuing Bank for such amount in accordance with this
Section 3.6.

         3.7 Reimbursement Obligation. The Borrowers agree unconditionally,
irrevocably and absolutely to pay immediately to the Agent, for the account of
the Lenders, the amount of each advance which may be drawn under or pursuant to
a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrowers to reimburse the Agent for an advance made under a Letter of Credit or
L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with
respect to such Letter of Credit or L/C Draft). If the Borrowers at any time
fails to repay a Reimbursement Obligation pursuant to this Section 3.7, the
Borrowers shall be deemed to have




                                       34
<PAGE>

elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be
made as of the date of the payment giving rise to such Reimbursement Obligation,
automatically, without notice and without any requirement to satisfy the
conditions precedent otherwise applicable to an Advance of Revolving Loans. Such
Revolving Loans shall constitute a Floating Rate Advance, the proceeds of which
Advance shall be used to repay such Reimbursement Obligation. If, for any
reason, the Borrowers fail to repay a Reimbursement Obligation on the day such
Reimbursement Obligation arises and, for any reason, the Lenders are unable to
make or have no obligation to make Revolving Loans, then such Reimbursement
Obligation shall bear interest from and after such day, until paid in full, at
the interest rate applicable to a Floating Rate Advance.

         3.8 Letter of Credit Fees. The Borrowers agree to pay (i) quarterly,
in arrears, to the Agent for the ratable benefit of the Lenders, except as set
forth in Section 9.2, a letter of credit fee at a rate per annum equal to the
Applicable L/C Fee Percentage on the average daily outstanding face amount
available for drawing under all Letters of Credit, (ii) quarterly, in advance,
to the Agent for the sole account of each Issuing Bank, a letter of credit
fronting fee of one-quarter of one percent (0.25%) per annum on the average
daily outstanding face amount available for drawing under all Letters of Credit
issued by the Issuing Bank, and (iii) to the Agent for the benefit of the
Issuing Bank, all customary fees and other issuance, amendment, document
examination, negotiation and presentment expenses and related charges in
connection with the issuance, amendment, presentation of L/C Drafts, and the
like customarily charged by the Issuing Bank with respect to standby and
commercial Letters of Credit, including, without limitation, standard
commissions with respect to commercial Letters of Credit, payable at the time of
invoice of such amounts.

         3.9 Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(C), the Issuing Bank shall, no later than the tenth
Business Day following the last day of each month, provide to the Agent, upon
the Agent's request, schedules, in form and substance reasonably satisfactory to
the Agent, showing the date of issue, account party, amount, expiration date and
the reference number of each Letter of Credit issued by it outstanding at any
time during such month and the aggregate amount payable by the Borrowers during
such month. In addition, upon the request of the Agent, the Issuing Bank shall
furnish to the Agent copies of any Letter of Credit and any application for or
reimbursement agreement with respect to a Letter of Credit to which the Issuing
Bank is party and such other documentation as may reasonably be requested by the
Agent. Upon the request of any Lender, the Agent will provide to such Lender
information concerning such Letters of Credit.

         3.10 Indemnification; Exoneration. (A) In addition to amounts payable
as elsewhere provided in this Article III, the Borrowers hereby agree to
protect, indemnify, pay and save harmless the Agent, the Issuing Bank and each
Lender from and against any and all liabilities and costs which the Agent, the
Issuing Bank or such Lender may incur or be subject to as a consequence, direct
or indirect, of (i) the issuance of any Letter of Credit other than, in the case
of the Issuing Bank, as a result of its Gross Negligence or willful misconduct,
as determined by the final judgment of a court of competent jurisdiction, or
(ii) the failure of the Issuing Bank to honor a drawing under a Letter of Credit
as a result of any act or omission, whether rightful or




                                       35
<PAGE>

wrongful, of any present or future de jure or de facto Governmental Authority
(all such acts or omissions herein called "GOVERNMENTAL ACTS").

         (B) As among the Borrowers, the Lenders, the Agent and the Issuing
Bank, the Borrowers assume all risks of the acts and omissions of, or misuse of
such Letter of Credit by, the beneficiary of any Letters of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by the Borrowers at the time of request for any Letter of Credit,
neither the Agent, the Issuing Bank nor any Lender shall be responsible (in the
absence of Gross Negligence or willful misconduct in connection therewith, as
determined by the final judgment of a court of competent jurisdiction): (i) for
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of the Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Agent, the Issuing Bank and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of the Issuing Bank's rights or powers
under this Section 3.10.

         (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the Issuing Bank, the Agent or any Lender under any resulting
liability to the Borrowers or relieve the Borrowers of any of their obligations
hereunder to any such Person.

         (D) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

         3.11 Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, after the occurrence and during
the continuance of a Default, the Borrowers shall, upon the Agent's demand,
deliver to the Agent for the benefit of the Lenders and the Issuing Bank, cash,
or other collateral of a type satisfactory to the Required Lenders, having a
value, as determined by such Lenders, equal to the aggregate outstanding L/C
Obligations. In addition, if the Revolving Credit Availability is at any time
less than the amount




                                       36
<PAGE>

of contingent L/C Obligations outstanding at any time, the Borrowers shall
deposit cash collateral with the Agent in an amount equal to the amount by which
such L/C Obligations exceed such Revolving Credit Availability. Any such
collateral shall be held by the Agent in a separate account appropriately
designated as a cash collateral account in relation to this Agreement and the
Letters of Credit and retained by the Agent for the benefit of the Lenders and
the Issuing Bank as collateral security for the Borrowers' obligations in
respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such
amounts shall be applied to reimburse the Issuing Bank for drawings or payments
under or pursuant to Letters of Credit or L/C Drafts, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Agent shall determine. If no Default shall be continuing, amounts remaining in
any cash collateral account established pursuant to this Section 3.11 which are
not to be applied to reimburse the Issuing Bank for amounts actually paid or to
be paid by the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall
be returned to the Borrowers (after deduction of the Agent's expenses incurred
in connection with such cash collateral account).

ARTICLE IV:  CHANGE IN CIRCUMSTANCES

         4.1 Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement and having
general applicability to all banks within the jurisdiction in which such Lender
operates (excluding, for the avoidance of doubt, the effect of and phasing in of
capital requirements or other regulations or guidelines passed prior to the date
of this Agreement), or any interpretation or application thereof by any
Governmental Authority charged with the interpretation or application thereof,
or the compliance of any Lender therewith,

                  (i) subjects any Lender or any applicable Lending Installation
         to any Taxes, duties, charges or withholdings on or from payments due
         from the Borrowers, or changes the basis of taxation of payments to any
         Lender in respect of its Loans, its L/C Interests, the Letters of
         Credit or other amounts due it hereunder, or

                  (ii) imposes or increases or deems applicable any reserve,
         assessment, insurance charge, special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender or any applicable Lending Installation (other
         than reserves and assessments taken into account in determining the
         interest rate applicable to Eurodollar Rate Loans) with respect to its
         Loans, L/C Interests or the Letters of Credit, or

                  (iii) imposes any other condition the result of which is to
         increase the cost to any Lender or any applicable Lending Installation
         of making, funding or maintaining the Loans, the L/C Interests or the
         Letters of Credit or reduces any amount received by any Lender or any
         applicable Lending Installation in connection with Loans or Letters of
         Credit, or requires any Lender or any applicable Lending Installation
         to make any payment calculated by reference to the amount of Loans or
         L/C Interests held or interest received by it or by reference to the
         Letters of Credit, by an amount deemed material by such Lender;




                                       37
<PAGE>

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or
to reduce any amount received under this Agreement, then, within 15 days after
receipt by the Borrowers of written demand by such Lender pursuant to Section
4.5, the Borrowers shall pay such Lender that portion of such increased expense
incurred or reduction in an amount received which such Lender determines is
attributable to making, funding and maintaining its Loans, L/C Interests,
Letters of Credit and its Commitments.

         4.2 Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to
make Loans hereunder, then, within 15 days after receipt by the Borrowers of
written demand by such Lender pursuant to Section 4.5, the Borrowers shall pay
such Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender determines is
attributable to this Agreement, its Loans, its L/C Interests, the Letters of
Credit or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "CHANGE" means (i) any change after
the date of this Agreement in the "Risk-Based Capital Guidelines" (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of
such Risk-Based Capital Guidelines or any other capital requirements passed
prior to the date hereof, or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement and having general applicability to all banks and
financial institutions within the jurisdiction in which such Lender operates
which affects the amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling any Lender.
"RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         4.3 Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type and maturity appropriate to match fund Eurodollar Rate
Advances are not available or (y) the interest rate applicable to a Type of
Advance does not accurately reflect the cost of making or maintaining such an
Advance, then the Agent shall suspend the availability of the affected Type of
Advance and, in the case of any occurrence set forth in clause (i) require any
Advances of the affected Type to be repaid.

         4.4 Funding Indemnification. If any payment of a Eurodollar Rate
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of



                                       38
<PAGE>

acceleration, prepayment, conversion or otherwise, or a Eurodollar Rate Advance
is not made on the date specified by the Borrowers for any reason other than
default by the Lenders, the Borrowers shall indemnify each Lender for any loss
or cost reasonably estimated to have been incurred by it resulting therefrom,
including, without limitation, any loss or cost reasonably estimated to have
been incurred in liquidating or employing deposits acquired to fund or maintain
the Eurodollar Rate Advance.

         4.5 Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurodollar Rate Loans to reduce any liability of the Borrowers to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not disadvantageous to
such Lender. Each Lender requiring compensation pursuant to Section 2.13(E) or
to this Article IV shall use its reasonable efforts to notify the Borrowers and
the Agent in writing of any Change, law, policy, rule, guideline or directive
giving rise to such demand for compensation not later than thirty (30) days
following the date upon which the responsible account officer of such Lender
knows or should have known of such Change, law, policy, rule, guideline or
directive. Any demand for compensation pursuant to this Article IV shall be in
writing and shall state the amount due, if any, under Section 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount. Such written demand shall be rebuttably presumed correct
for all purposes. Determination of amounts payable under such Sections in
connection with a Eurodollar Rate Loan shall be calculated as though each Lender
funded its Eurodollar Rate Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
Eurodollar Rate applicable to such Loan, whether in fact that is the case or
not. The obligations of the Borrowers under Sections 4.1, 4.2 and 4.4 shall
survive payment of the Obligations and termination of this Agreement.

ARTICLE V:  CONDITIONS PRECEDENT

         5.1 Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit unless the
Borrowers have furnished to the Agent each of the following, with sufficient
copies for the Lenders, all in form and substance satisfactory to the Agent, the
Arranger and the Lenders:

                  (1) Copies of a certificate of existence or good standing for
         each Borrower, certified by the appropriate governmental officer in its
         jurisdiction of organization;

                  (2) Copies, certified by the Secretary, Assistant Secretary,
         or Chief Executive Officer, as the case may be, of each Borrower, of
         (i) its respective Articles of Incorporation (together with all
         amendments thereto) and By-Laws or operating or other management
         agreement, (ii) resolutions of its Board of Directors or Members, as
         applicable (and resolutions of other bodies, if any are deemed
         necessary by counsel for any Lender) authorizing the execution of the
         Loan Documents;

                  (3) A reaffirmation of Guaranties in favor of the Agent and
         the Lenders executed by all Guarantors.



                                       39
<PAGE>

                  (4) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of each Borrower and Guarantor, which shall
         identify by name and title and bear the signature of the officers of
         each Borrower and Guarantor, authorized to sign the Loan Documents and
         to make borrowings hereunder, upon which certificate the Agent and the
         Lenders shall be entitled to rely until informed of any change in
         writing by such Borrower;

                  (5) A certificate, in form and substance satisfactory to the
         Agent, signed by the chief financial officer of each Borrower, stating
         that on the Closing Date no Default or Unmatured Default has occurred
         and is continuing;

                  (6) A written opinion of outside counsel to the Borrowers,
         addressed to the Agent and the Lenders, addressing the issues
         identified in Exhibit F hereto containing assumptions and
         qualifications acceptable to the Agent and the Lenders;

                  (7) Notes payable to the order of each of the applicable
         Lenders (amended and restated where appropriate);

                  (8) Evidence satisfactory to the Agent that there has been no
         material adverse change in the business, financial condition, operation
         or prospects of the Borrowers, since the date of the Borrowers'
         consolidated financial statements for the fiscal year ended March 31,
         2001.

                  (9) Evidence satisfactory to the Agent that there exists no
         injunction or temporary restraining order which, in the judgment of the
         Agent, would prohibit the making of the Loans or any litigation seeking
         such an injunction or restraining order;

                  (10) Written money transfer instructions reasonably requested
         by the Agent, addressed to the Agent and signed by an Authorized
         Officer;

                  (11) Evidence satisfactory to the Agent that the Borrowers
         have paid to the Agent and the Arranger the fees agreed to in the fee
         letter dated February 15, 2002 among the Agent, the Arranger and the
         Borrowers and the fees due on the Closing Date which the Agent, the
         Arranger and the Borrowers have agreed to herein; and

                  (12) Evidence satisfactory to the Agent of the insurance
         coverage required by Section 7.2(E) hereof.

                  (13) With respect to a Debt Purchase Facility Loan, evidence
         satisfactory to the Agent that the proposed purchase of Convertible
         Subordinated Notes will constitute a Permitted Note Purchase.

                  (14) Such other documents as the Agent or any Lender or its
         counsel may have reasonably requested, including, without limitation,
         all the documents reflected on the List of Closing Documents attached
         as Exhibit G to this Agreement.




                                       40
<PAGE>

         5.2 Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued:

                  (i) There exists no Default or Unmatured Default;

                  (ii) The representations and warranties contained in Article
         VI are true and correct as of such Borrowing Date except for changes in
         the Schedules to this Agreement reflecting transactions permitted by
         this Agreement or consented to by the Agent, Required Lenders or
         Lenders, as appropriate; and

                  (iii) With respect to a Debt Purchase Facility Loan, evidence
         satisfactory to the Agent that the proposed purchase of Convertible
         Subordinated Notes will constitute a Permitted Note Purchase.

         Each Borrowing Notice with respect to each such Advance and the letter
of credit application with respect to a Letter of Credit shall constitute a
representation and warranty by the Borrowers that the conditions contained in
Sections 5.2(i) and (ii) have been satisfied. The Agent may require a duly
completed officer's certificate in substantially the form of Exhibit H hereto
and/or a duly completed compliance certificate in substantially the form of
Exhibit I hereto as a condition to making an Advance.

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES

         In order to induce the Agent and the Lenders to enter into this
Agreement and to make the Loans and the other financial accommodations to the
Borrowers and to issue the Letters of Credit described herein, the Borrowers
represent and warrant as follows to each Lender and the Agent as of the Closing
Date, and thereafter on each date as required by Section 5.2 (representations
and warranties made with respect to each Borrower are made by such Borrower;
representations with respect to a Subsidiary are made by the Borrower which
holds an Equity Interest in such Subsidiary):

         6.1 Organization; Corporate Powers. Each Borrower and each Guarantor
(i) is a corporation or limited liability company duly and properly organized,
validly existing and in existence or good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign corporation or limited liability company and is in good standing under
the laws of each jurisdiction in which failure to be so qualified and in good
standing could not reasonably be expected to have a Material Adverse Effect, and
(iii) has all requisite power and authority to own, operate and encumber its
property and to conduct its business as presently conducted and as proposed to
be conducted.

         6.2 Authority.

         (A) Each Borrower and each of its Subsidiaries has the requisite power
and authority to execute, deliver and perform each of the Loan Documents, to
which each is a party.




                                       41
<PAGE>

         (B) The execution, delivery and performance of each of the Loan
Documents which have been executed as required by this Agreement or otherwise on
or prior to the Closing Date and to which the Borrowers or any of their
respective Subsidiaries is party, and the consummation of the transactions
contemplated thereby, have been duly approved by proper organizational actions
and proceedings, and such approvals have not been rescinded. No other action or
proceedings on the part of the Borrowers or their respective Subsidiaries are
necessary to consummate such transactions.

         (C) Each of the Loan Documents to which the Borrowers or any of their
Subsidiaries is a party has been duly executed, delivered or filed, as the case
may be, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (except as enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws
affecting the enforcement of creditors' rights generally), is in full force and
effect and no material term or condition thereof has been amended, modified or
waived from the terms and conditions contained in the Loan Documents delivered
to the Agent pursuant to Section 5.1 without the prior written consent of the
Required Lenders, and the Borrowers and their respective Subsidiaries have
performed and complied with all the terms, provisions, agreements and conditions
set forth therein and required to be performed or complied with by such parties
on or before the Closing Date, and no unmatured default, default or breach of
any covenant by any such party exists thereunder.

         6.3 No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrowers or any of their
respective Subsidiaries are a party do not and will not (i) conflict with the
certificate or articles of incorporation and by-laws or operating or other
management agreement of the Borrowers or any such Subsidiary, (ii) constitute a
tortious interference with any Contractual Obligation of any Person or conflict
with, result in a breach of or constitute (with or without notice or lapse of
time or both) a default under any Requirement of Law (including, without
limitation, any Environmental Property Transfer Act) or Contractual Obligation
of the Borrowers or any such Subsidiary, or require termination of any
Contractual Obligation, except such interference, breach, default or termination
which individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect, (iii) result in or require the creation or imposition
of any Lien whatsoever upon any of the property or assets of the Borrowers or
any such Subsidiary, other than Liens permitted by the Loan Documents, or (iv)
require any approval of the Borrowers' or any such Subsidiary's shareholders or
members, as the case may be, except such as have been obtained. Except as set
forth on Schedule 6.3 to this Agreement, the execution, delivery and performance
of each of the Loan Documents to which the Borrowers or any of their respective
Subsidiaries is a party do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by any
Governmental Authority, including under any Environmental Property Transfer Act,
except filings, consents or notices which have been made, obtained or given, or
which, if not made, obtained or given, individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect.

         6.4 Financial Statements. Complete and accurate copies of the
following financial statements and the following related information have been
delivered to the Agent: (1) the



                                       42
<PAGE>

consolidated balance sheet of the Borrowers as at March 31, 2001, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows of the Borrowers for the fiscal year then ended, and the audit report
related thereto; and (2) the unaudited consolidated balance sheet of the
Borrowers for the fiscal quarter ended January 5, 2002, and the related
statements of operations, changes in stockholder's equity and cash flows of the
Borrowers for the fiscal quarter then ended.

         6.5 No Material Adverse Change. (A) Since March 31, 2001 up to the
Closing Date, there has occurred no material adverse change in the business,
financial condition, operations or prospects of the Borrowers and their
respective Subsidiaries taken as a whole or any other event which has had or
could reasonably be expected to result in a Material Adverse Effect.

         (B) Since the Closing Date, there has occurred no event which has had
or could reasonably be expected to result in a Material Adverse Effect.

         6.6 Taxes.

         (A) Tax Examinations. All deficiencies which have been asserted against
the Borrowers or any of their respective Subsidiaries as a result of any
federal, state, local or foreign tax examination for each taxable year in
respect of which an examination has been conducted have been fully paid or
finally settled or are being contested in good faith, and as of the Closing Date
no issue has been raised by any taxing authority in any such examination which,
by application of similar principles, reasonably can be expected to result in
assessment by such taxing authority of a material deficiency for any other year
not so examined which has not been reserved for in the Borrowers' consolidated
financial statements to the extent, if any, required by Agreement Accounting
Principles. Except as permitted pursuant to Section 7.2(D), neither the
Borrowers nor any of the Borrowers' Subsidiaries anticipates any material tax
liability with respect to the years which have not been closed pursuant to
applicable law.

         (B) Payment of Taxes. Except as described on Schedule 6.6, all tax
returns and reports of the Borrowers and their respective Subsidiaries required
to be filed have been timely filed, and all taxes, assessments, fees and other
governmental charges thereupon and upon their respective property, assets,
income and franchises which are shown in such returns or reports to be due and
payable have been paid except those items which are being contested in good
faith and have been reserved for in accordance with Agreement Accounting
Principles. The Borrowers have no knowledge of any proposed tax assessment
against the Borrowers or any of their Subsidiaries that will have or could
reasonably be expected to have a Material Adverse Effect.

         6.7 Litigation; Loss Contingencies and Violations. Except as set forth
in Schedule 6.7 to this Agreement, which lists all pending litigation involving
individual claims against the Borrowers or any of their Subsidiaries of more
than $1,000,000, there is no action, suit, proceeding, arbitration or (to the
Borrowers' knowledge) investigation before or by any Governmental Authority or
private arbitrator pending or, to the Borrowers' knowledge, threatened against
the Borrowers or any of their respective Subsidiaries or any property of any of
them which will have or could reasonably be expected to have a Material Adverse
Effect. There





                                       43
<PAGE>

is no material loss contingency within the meaning of Agreement Accounting
Principles which has not been reflected in the consolidated financial statements
of the Borrowers prepared and delivered pursuant to Section 7.1(A) for the
fiscal period during which such material loss contingency was incurred. Neither
the Borrowers nor any of their respective Subsidiaries is (A) in violation of
any applicable Requirements of Law which violation will have or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect, or (B) subject to or in default with respect to any final judgment,
writ, injunction, restraining order or order of any nature, decree, rule or
regulation of any court or Governmental Authority which will have or could
reasonably be expected to have a Material Adverse Effect.

         6.8 Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrowers, their respective
Subsidiaries (both narratively and in chart form); and (ii) accurately sets
forth (A) the correct legal name and the jurisdiction of incorporation or
organization of the Borrowers and their direct and indirect Subsidiaries, (B)
the jurisdictions in which each of the Borrowers is qualified to transact
business as a foreign entity and (C) a summary of the direct and indirect
Capital Stock, partnership, joint venture, or other Equity Interests, if any, of
the Borrowers and each Subsidiary of the Borrowers in any Borrower or Other
Subsidiary. The outstanding Capital Stock, if any, of the Borrowers and each of
their Subsidiaries is duly authorized, validly issued, fully paid and
nonassessable and is not Margin Stock.

         6.9 ERISA. Except as disclosed on Schedule 6.9, no Benefit Plan has
incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of
ERISA and 412(a) of the Code) whether or not waived. Neither Borrower nor any
member of the Controlled Group has incurred any liability to the PBGC which
remains outstanding other than the payment of premiums, and there are no premium
payments which have become due which are unpaid. Schedule B to the most recent
annual report filed with the IRS with respect to each Benefit Plan and furnished
to the Lenders is complete and accurate. Since the date of each such Schedule B,
there has been no material adverse change in the funding status or financial
condition of the Benefit Plan relating to such Schedule B. Neither Borrower nor
any member of the Controlled Group has (i) failed to make a required
contribution or payment to a Multiemployer Plan or (ii) made a complete or
partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan. Neither Borrower nor any member of the Controlled Group has failed within
the last six (6) years to make a required installment or any other required
payment under Section 412 of the Code on or before the due date for such
installment or other payment. Neither Borrower nor any member of the Controlled
Group is required to provide security to a Benefit Plan under Section 401(a)(29)
of the Code due to a Plan amendment that results in an increase in current
liability for the plan year. Except as set forth on Schedule 6.9, neither
Borrower nor any of its Subsidiaries maintains or contributes to any employee
welfare benefit plan within the meaning of Section 3(1) of ERISA which provides
benefits to employees after termination of employment other than as required by
Section 601 of ERISA. To Borrowers' knowledge, each Plan which is intended to be
qualified under Section 401(a) of the Code as currently in effect is so
qualified, and each trust related to any such Plan is exempt from federal income
tax under Section 501(a) of the Code as currently in effect. The Borrowers and
all their respective Subsidiaries are in compliance in all material respects
with the responsibilities, obligations and duties imposed on them by ERISA and
the Code with respect to all Plans. To Borrowers'




                                       44
<PAGE>

knowledge, neither the Borrowers nor any of their respective Subsidiaries nor
any fiduciary of any Plan has engaged in a nonexempt prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code. Neither Borrower nor any
member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event. Neither Borrowers nor any of
its Subsidiaries is subject to any liability under Sections 4063, 4064, 4069,
4204 or 4212(c) of ERISA and no other member of the Controlled Group is subject
to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA.

         6.10 Accuracy of Information. The information, exhibits and reports
furnished by or on behalf of the Borrowers and any of their respective
Subsidiaries to the Agent or to any Lender in connection with the negotiation
of, or compliance with, the Loan Documents, the representations and warranties
of the Borrowers and their respective Subsidiaries contained in the Loan
Documents, and all certificates and documents delivered by and on behalf of the
Borrowers and any of their Subsidiaries to the Agent and the Lenders pursuant to
the terms thereof, taken as a whole, do not contain as of the date furnished any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.

         6.11 Securities Activities. Neither the Borrowers nor any of their
respective Subsidiaries is engaged in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.

         6.12 Material Agreements. Neither the Borrowers nor any of their
respective Subsidiaries has received notice or has knowledge that (i) it is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any Contractual Obligation applicable to
it, or (ii) any condition exists which, with the giving of notice or the lapse
of time or both, would constitute a default with respect to any such Contractual
Obligation, in each case, except where such default or defaults, if any,
individually or in the aggregate will not have or could not reasonably be
expected to have a Material Adverse Effect.

         6.13 [Intentionally Omitted]

         6.14 Assets and Properties. The Borrowers and each of their respective
Subsidiaries have good and marketable title to all of their respective material
assets and properties (tangible and intangible, real or personal) owned by it or
a valid leasehold interest in all of its material leased assets (except insofar
as marketability may be limited by any laws or regulations of any Governmental
Authority affecting such assets), and all such assets and property are free and
clear of all Liens, except Liens permitted under Section 7.3(C). Substantially
all of the assets and properties owned by, leased to or used by the Borrowers
and/or each such Subsidiary of the Borrowers are in adequate operating condition
and repair, ordinary wear and tear excepted. Neither this Agreement nor any
other Loan Document, nor any transaction contemplated under any such agreement,
will affect any right, title or interest of the Borrowers or such Subsidiary in
and to any of such assets in a manner that would have or could reasonably be
expected to have a Material Adverse Effect.



                                       45
<PAGE>

         6.15 Statutory Indebtedness Restrictions. Neither the Borrowers nor
any of their respective Subsidiaries is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the Interstate
Commerce Act, or the Investment Company Act of 1940, or any other federal or
state statute or regulation which limits its ability to incur indebtedness or
its ability to consummate the transactions contemplated hereby or in connection
with any Permitted Acquisition and the related transactions.

         6.16 Insurance. The Borrowers and their respective Subsidiaries
maintain insurance policies and programs reasonably consistent with prudent
industry practice.

         6.17 Labor Matters. No labor disputes, strikes or walkouts affecting
the operations of the Borrowers or any of their respective Subsidiaries, is
pending, or, to the knowledge of the Borrowers, threatened, planned or
contemplated.

         6.18 Environmental Matters. (A) Except as disclosed on Schedule 6.18
to this Agreement

                  (i) the operations of the Borrowers and their respective
         Subsidiaries comply in all material respects with Environmental, Health
         or Safety Requirements of Law;

                  (ii) the Borrowers and their respective Subsidiaries have all
         material permits, licenses or other authorizations required under
         Environmental, Health or Safety Requirements of Law and are in material
         compliance with such permits;

                  (iii) to the best of the Borrowers' or any of their respective
         Subsidiaries' knowledge, neither the Borrowers, any of their respective
         Subsidiaries nor any of their respective present property or
         operations, or, any of their respective past property or operations,
         are subject to or the subject of, any investigation known to the
         Borrowers or any of their respective Subsidiaries, any judicial or
         administrative proceeding, order, judgment, decree, settlement or other
         agreement respecting: (A) any material violation of Environmental,
         Health or Safety Requirements of Law; (B) any material remedial action;
         or (C) any material claims or liabilities arising from the Release or
         threatened Release of a Contaminant into the environment;

                  (iv) to the best of the Borrowers' or any of their respective
         Subsidiaries' knowledge there is not now, nor has there ever been on or
         in the property of the Borrowers or any of their respective
         Subsidiaries any landfill, waste pile, underground storage tanks,
         aboveground storage tanks, surface impoundment or hazardous waste
         storage facility of any kind, any polychlorinated biphenyls (PCBs) used
         in hydraulic oils, electric transformers or other equipment, or any
         asbestos containing material which in any such case could reasonably be
         expected to result in material liability for the Borrowers or any of
         their respective Subsidiaries; and

                  (v) neither the Borrowers nor any of their respective
         Subsidiaries has any material Contingent Obligation in connection with
         any Release or threatened Release of a Contaminant into the
         environment.



                                       46
<PAGE>

         (B) For purposes of this Section 6.18 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Borrowers or their respective Subsidiaries to liability which, in the
aggregate, is in excess of $1,000,000.

         6.19 Solvency. After giving effect to the (i) Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made and the
consummation of the other transactions contemplated by this Agreement and (ii)
the payment and accrual of all Transaction Costs with respect to the foregoing,
the Borrowers and their respective Subsidiaries taken as a whole is Solvent.
After giving effect to (a) any Permitted Acquisition and (b) the payment and
accrual of all Transaction Costs with respect thereto, the Borrowers and their
respective Subsidiaries taken as a whole is Solvent.

         6.20 Designated Senior Indebtedness. The Obligations constitute
"Designated Senior Indebtedness" under that certain Indenture dated as of August
5, 1997 among Marsh Supermarkets, Inc., as issuer, certain Subsidiaries of Marsh
Supermarkets, Inc., as guarantors, and State Street Bank and Trust Company, as
trustee.

         6.21 Guarantor Senior Indebtedness. The obligations of the guarantors
under the guaranty entered into pursuant to the terms of this Agreement
constitute "Guarantor Senior Indebtedness" under that certain Indenture dated as
of August 5, 1997 among Marsh Supermarkets, Inc., as issuer, certain
Subsidiaries of Marsh Supermarkets, Inc., as guarantors, and State Street Bank
and Trust Company.

ARTICLE VII:  COVENANTS

         The Borrowers covenant and agree that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than contingent indemnity obligations), unless the Required Lenders shall
otherwise give prior written consent:

         7.1 Reporting. The Borrowers shall:

         (A) Financial Reporting. Furnish to the Lenders:

                  (i) Quarterly Reports. As soon as practicable, and in any
         event within forty-five (45) days after the end of each fiscal quarter
         in each fiscal year, the consolidated balance sheet of the Borrowers
         and their respective Subsidiaries as at the end of such period and the
         related consolidated statements of income and cash flows of the
         Borrowers and their respective Subsidiaries for such fiscal quarter and
         for the period from the beginning of the then current fiscal year to
         the end of such fiscal quarter, certified by the chief financial
         officers of the Borrowers on behalf of the Borrowers as fairly
         presenting the consolidated and consolidating financial position of the
         Borrowers and their respective Subsidiaries as at the dates indicated
         and the results of their operations and cash flows for the periods
         indicated in accordance with Agreement Accounting Principles except for
         the omission of full footnotes which may be required under Agreement
         Accounting Principles, subject to normal year end adjustments.



                                       47
<PAGE>

                  (ii) Annual Reports. As soon as practicable, and in any event
         within one hundred twenty (120) days after the end of each fiscal year,
         (a) the consolidated balance sheet of the Borrowers and their
         respective Subsidiaries as at the end of such fiscal year and the
         related consolidated statements of income, stockholders' equity and
         cash flows of the Borrowers and their respective Subsidiaries for such
         fiscal year, and in comparative form the corresponding figures for the
         previous fiscal year along with consolidating schedules in form and
         substance sufficient to calculate the financial covenants set forth in
         Section 7.4, and (b) an audit report on the items listed in clause (a)
         hereof of independent certified public accountants of recognized
         national standing, which audit report shall be unqualified and shall
         state that such financial statements fairly present the consolidated
         and consolidating financial position of the Borrowers and respective
         Subsidiaries as at the dates indicated and the results of their
         operations and cash flows for the periods indicated in conformity with
         Agreement Accounting Principles and that the examination by such
         accountants in connection with such consolidated and consolidating
         financial statements has been made in accordance with generally
         accepted auditing standards. The deliveries made pursuant to this
         clause (ii) shall be accompanied by (x) any management letter prepared
         by the above-referenced accountants, and (y) a certificate of such
         accountants that, in the course of their examination necessary for
         their certification of the foregoing, they have obtained no knowledge
         of any Default or Unmatured Default, or if, in the opinion of such
         accountants, any Default or Unmatured Default shall exist, stating the
         nature and status thereof.

                  (iii) Officer's Certificate. Together with each delivery of
         any financial statement (a) pursuant to clauses (i), and (ii) of this
         Section 7.1(A), an Officer's Certificate of the Borrowers,
         substantially in the form of Exhibit H attached hereto and made a part
         hereof, stating that no Default or Unmatured Default exists, or if any
         Default or Unmatured Default exists, stating the nature and status
         thereof and (b) pursuant to clauses (i) and (ii) of this Section
         7.1(A), a compliance certificate, substantially in the form of Exhibit
         I attached hereto and made a part hereof, signed by each Borrower's
         Chief Financial Officer or Treasurer, setting forth calculations which
         demonstrate compliance, when applicable, with the provisions of Section
         7.4, and which calculate the Leverage Ratio for purposes of determining
         the then Applicable Floating Rate Margin, Applicable Eurodollar Margin
         and Applicable Commitment Fee Percentage.

         (B) Notice of Default. Promptly upon any of the chief executive
officer, chief operating officer, chief financial officer, treasurer or
controller of either Borrower obtaining knowledge (i) of any condition or event
which constitutes a Default or Unmatured Default, or becoming aware that any
Lender or Agent has given any written notice with respect to a claimed Default
or Unmatured Default under this Agreement, or (ii) that any Person (other than a
Lender or the Agent with respect to this Agreement) has given any written notice
to either Borrower or any Subsidiary of the Borrowers or taken any other action
with respect to a claimed default or event or condition of the type referred to
in Section 8.1(E), deliver to the Agent and the Lenders an Officer's Certificate
specifying (a) the nature and period of existence of any such claimed default,
Default, Unmatured Default, condition or event, (b) the notice given or action
taken by



                                       48
<PAGE>

such Person in connection therewith, and (c) what action the Borrowers have
taken, are taking and propose to take with respect thereto.

         (C) Lawsuits. (i) Promptly upon either Borrower obtaining knowledge of
the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration against the Borrowers or any of their
Subsidiaries or any property of the Borrowers or any of their respective
Subsidiaries not previously disclosed pursuant to Section 6.7, which action,
suit, proceeding, governmental investigation or arbitration exposes, or in the
case of multiple actions, suits, proceedings, governmental investigations or
arbitrations arising out of the same general allegations or circumstances which
expose, in the reasonable judgment of the Borrowers, the Borrowers or any of
their respective Subsidiaries to liability in an amount aggregating $1,000,000
or more (exclusive of claims covered by insurance policies of the Borrowers or
any of their respective Subsidiaries unless the insurers of such claims have
disclaimed coverage or reserved the right to disclaim coverage on such claims
and exclusive of claims covered by the indemnity of a financially responsible
indemnitor in favor of the Borrowers or any of their respective Subsidiaries
unless the indemnitor has disclaimed or reserved the right to disclaim coverage
thereof), give written notice thereof to the Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Agent and its counsel to evaluate such matters; and (ii) in addition to the
requirements set forth in clause (i) of this Section 7.1(C), upon request of the
Agent or the Required Lenders, promptly give written notice of the status of any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other information
as may be reasonably available to it that would not violate any attorney-client
privilege by disclosure to the Lenders to enable each Lender and the Agent and
its counsel to evaluate such matters.

         (D) ERISA Notices. Deliver or cause to be delivered to the Agent and
the Lenders, at the Borrowers' expense, the following information and notices as
soon as reasonably possible, and in any event:

                  (i) (a) within ten (10) Business Days after either Borrower
         obtains knowledge that a Termination Event has occurred, a written
         statement of the chief financial officer of such Borrower describing
         such Termination Event and the action, if any, which such Borrower has
         taken, is taking or proposes to take with respect thereto, and when
         known, any action taken or threatened by the IRS, DOL or PBGC with
         respect thereto and (b) within ten (10) Business Days after any member
         of the Controlled Group obtains knowledge that a Termination Event has
         occurred, a written statement of the chief financial officers of the
         Borrowers describing such Termination Event and the action, if any,
         which the member of the Controlled Group has taken, is taking or
         proposes to take with respect thereto, and when known, any action taken
         or threatened by the IRS, DOL or PBGC with respect thereto;

                  (ii) within ten (10) Business Days after either Borrower or
         any of its Subsidiaries obtains knowledge that a prohibited transaction
         (defined in Sections 406 of ERISA and Section 4975 of the Code) has
         occurred, a statement of the chief financial




                                       49
<PAGE>

         officers of the Borrowers describing such transaction and the action
         which the Borrowers or such Subsidiary has taken, is taking or proposes
         to take with respect thereto;

                  (iii) within ten (10) Business Days after the material
         increase in the benefits of any existing Benefit Plan or the
         establishment of any new Benefit Plan or the commencement of, or
         obligation to commence, contributions to any Benefit Plan or
         Multiemployer Plan to which the Borrowers or any member of the
         Controlled Group was not previously contributing, notification of such
         increase, establishment, commencement or obligation to commence and the
         amount of such contributions;

                  (iv) within ten (10) Business Days after either Borrower or
         any of its Subsidiaries receives notice of any unfavorable
         determination letter from the IRS regarding the qualification of a Plan
         under Section 401(a) of the Code, copies of each such letter;

                  (v) within ten (10) Business Days after the establishment of
         any foreign employee benefit plan or the commencement of, or obligation
         to commence, contributions to any foreign employee benefit plan to
         which the Borrowers or any Subsidiary was not previously contributing,
         notification of such establishment, commencement or obligation to
         commence and the amount of such contributions;

                  (vi) upon the request of the Agent, within ten (10) Business
         Days after the filing thereof with the DOL, IRS or PBGC, copies of each
         annual report (form 5500 series), including Schedule B thereto, filed
         with respect to each Benefit Plan;

                  (vii) upon the request of the Agent, within ten (10) Business
         Days after receipt by either Borrower or any member of the Controlled
         Group of each actuarial report for any Benefit Plan or Multiemployer
         Plan and each annual report for any Multiemployer Plan, copies of each
         such report;

                  (viii) within ten (10) Business Days after the filing thereof
         with the IRS, a copy of each funding waiver request filed with respect
         to any Benefit Plan and all communications received by either Borrower
         or a member of the Controlled Group with respect to such request;

                  (ix) within ten (10) Business Days after receipt by either
         Borrower or any member of the Controlled Group of the PBGC's intention
         to terminate a Benefit Plan or to have a trustee appointed to
         administer a Benefit Plan, copies of each such notice;

                  (x) within ten (10) Business Days after receipt by either
         Borrower or any member of the Controlled Group of a notice from a
         Multiemployer Plan regarding the imposition of withdrawal liability,
         copies of each such notice;

                  (xi) within ten (10) Business Days after either Borrower or
         any member of the Controlled Group fails to make a required installment
         or any other required payment




                                       50
<PAGE>

         under Section 412 of the Code on or before the due date for such
         installment or payment, a notification of such failure; and

                  (xii) within ten (10) Business Days after either Borrower or
         any member of the Controlled Group knows or has reason to know that (a)
         a Multiemployer Plan has been terminated, (b) the administrator or plan
         sponsor of a Multiemployer Plan intends to terminate a Multiemployer
         Plan, or (c) the PBGC has instituted or will institute proceedings
         under Section 4042 of ERISA to terminate a Multiemployer Plan.

For the purposes of this Section 7.1(D), the Borrowers, any of their respective
Subsidiaries and any member of the Controlled Group shall be deemed to know all
facts known by the Administrator of any Plan of which the Borrowers, such
Subsidiary or any member of the Controlled Group is the plan sponsor.

         (E) Labor Matters. Notify the Agent and the Lenders in writing,
promptly upon either Borrower learning thereof, of (i) any labor dispute to
which the Borrowers or any of their respective Subsidiaries may become a party,
including, without limitation, any strikes, lockouts or other disputes relating
to such Persons' plants and other facilities and (ii) any material Worker
Adjustment and Retraining Notification Act liability incurred with respect to
the closing of any plant or other facility of the Borrowers or any of their
respective Subsidiaries, which, with respect to (i) or (ii) above, could be
reasonably expected to result in a Material Adverse Effect.

         (F) Other Indebtedness. Deliver to the Agent (i) a copy of each regular
report, notice or communication regarding potential or actual defaults
(including any accompanying officer's certificate) delivered by or on behalf of
the Borrowers to the holders of funded Indebtedness pursuant to the terms of the
agreements governing such Indebtedness, such delivery to be made at the same
time and by the same means as such notice or other communication is delivered to
such holders, and (ii) a copy of each notice or other communication received by
the Borrowers from the holders of funded Indebtedness pursuant to the terms of
such Indebtedness regarding potential or actual defaults, such delivery to be
made promptly after such notice or other communication is received by the
Borrowers.

         (G) Other Reports. Deliver or cause to be delivered to the Agent and
the Lenders copies of all financial statements, reports and notices, if any,
sent or made available generally by either Borrower to its securities holders or
filed with the Commission by the Borrowers, all press releases made available
generally by either Borrower or any of their respective Subsidiaries to the
public concerning material developments in the business of the Borrowers or any
of their respective Subsidiaries and all notifications received from the
Commission by the Borrowers or their respective Subsidiaries pursuant to the
Securities Exchange Act of 1934 and the rules promulgated thereunder.

         (H) Environmental Notices. As soon as possible and in any event within
ten (10) days after receipt by a Borrower or its respective Subsidiaries, a copy
of (i) any notice or claim to the effect that such Borrower or any of its
Subsidiaries is or may be liable to any Person as a result of the Release by the
Borrower, any of its Subsidiaries, or any other Person of any Contaminant into
the environment, and (ii) any notice alleging any violation of any
Environmental, Health or Safety Requirements of Law by such Borrower or any of
its Subsidiaries if, in either case, such




                                       51
<PAGE>

notice or claim relates to an event which could reasonably be expected to
subject the Borrowers or their respective Subsidiaries to liability which, in
the aggregate, is in excess of $1,000,000.

         (I) Other Information. Promptly upon receiving a request therefor from
the Agent, prepare and deliver to the Agent and the Lenders such other
information with respect to the Borrowers, or any of their respective
Subsidiaries, including, without limitation, any Material Asset Sale, Equity
Offering or Material Insured Casualty Loss (and the use of the Net Cash Proceeds
thereof), as from time to time may be reasonably requested by the Agent.

         7.2 Affirmative Covenants.

         (A) Corporate Existence, Etc. The Borrowers shall, and shall cause each
of the Guarantors to, at all times maintain its existence and preserve and keep,
or cause to be preserved and kept, in full force and effect its rights and
franchises material to its businesses, except to the extent permitted by Section
7.3(I).

         (B) Corporate Powers; Conduct of Business. The Borrowers shall, and
shall cause each of the Guarantors to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. The Borrowers will,
and will cause each of the Guarantors to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted.

         (C) Compliance with Laws, Etc. The Borrowers shall, and shall cause
their respective Subsidiaries to, (a) comply with all Requirements of Law and
all restrictive covenants affecting such Person or the business, properties,
assets or operations of such Person, and (b) obtain as needed all Permits
necessary for its operations and maintain such Permits in good standing, unless
failure to comply or obtain could not reasonably be expected to have a Material
Adverse Effect.

         (D) Payment of Taxes and Claims; Tax Consolidation. The Borrowers shall
pay, and cause each of their respective Subsidiaries to pay, (i) all taxes,
assessments and other governmental charges imposed upon them or on any of their
properties or assets or in respect of any of its franchises, business, income or
property before any penalty or interest accrues thereon, and (ii) all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of a
Borrower's or a Subsidiary's property or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, however, that
no such taxes, assessments and governmental charges referred to in clause (i)
above or claims referred to in clause (ii) above (and interest, penalties or
fines relating thereto) need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if such reserve
or other appropriate provision, if any, as shall be required in conformity with
Agreement Accounting Principles shall have been made therefor.





                                       52
<PAGE>

         (E) Insurance. The Borrowers shall maintain for themselves and their
respective Subsidiaries, or shall cause each of their respective Subsidiaries to
maintain in full force and effect, the insurance policies and programs
reasonably consistent with prudent industry practice. The Borrowers shall
deliver to the Agent insurance certificates and endorsements (y) to all property
damage, fire and extended coverage insurance policies on all of the Borrowers'
tangible real and personal property and assets naming the Agent as lender's loss
payee (to the extent permissible under Borrowers' agreements with mortgagors or
lessors), and (z) to all general liability and other liability policies naming
the Agent an additional insured (to the extent permissible under Borrowers'
agreements with mortgagors or lessors). In the event the Borrowers or any of
their respective Subsidiaries at any time or times hereafter shall fail to
obtain or maintain any of the policies or insurance required herein or to pay
any premium in whole or in part relating thereto, then the Agent, without
waiving or releasing any obligations or resulting Default hereunder, may at any
time or times thereafter (but shall be under no obligation to do so) obtain and
maintain such policies of insurance and pay such premiums and take any other
action with respect thereto which the Agent deems advisable. All sums so
disbursed by the Agent shall constitute part of the Obligations, payable as
provided in this Agreement.

         (F) Inspection of Property; Books and Records; Discussions. The
Borrowers shall permit and cause each of their respective Subsidiaries to
permit, any authorized representative(s) designated by the Agent to visit and
inspect any of the properties of the Borrowers or any of their respective
Subsidiaries, to examine, audit, check and make copies of their respective
financial and accounting records, books, journals, orders, receipts and any
correspondence and other data relating to their respective businesses or the
transactions contemplated hereby (including, without limitation, in connection
with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers and, with the consent of the
Borrowers (which will not be unreasonably withheld) or after a Default after
notice to the Borrowers, independent certified public accountants, all upon
reasonable notice and at such reasonable times during normal business hours, as
often as may be reasonably requested. So long as no Default has occurred and is
continuing, expenses associated with such activities shall be borne by the
Lenders and such inspections, audits and related activities will be conducted no
more than four times per calendar year. The Borrowers shall keep and maintain,
in all material respects, proper books of record and account in which entries in
conformity with Agreement Accounting Principles shall be made of all dealings
and transactions in relation to their respective businesses and activities. If a
Default has occurred and is continuing, the Borrowers, upon the Agent's request,
shall turn over any such records (or copies thereof) requested by the Agent to
the Agent or its representatives.

         (G) ERISA Compliance. The Borrowers shall, and shall cause each of
their respective Subsidiaries to, establish, maintain and operate all Plans to
comply in all material respects with the provisions of ERISA, the Code, all
other applicable laws, and the regulations and interpretations thereunder and
the respective requirements of the governing documents for such Plans.

         (H) Maintenance of Property. The Borrowers shall cause all property
used or useful in the conduct of their respective business or the business of
any Subsidiary to be maintained and kept in adequate condition, repair and
working order and supplied with all necessary equipment





                                       53
<PAGE>

and shall cause to be made all necessary repairs, renewals and replacements, all
as in the judgment of the Borrowers may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section 7.2(H) shall
prevent the Borrowers from discontinuing the operation or maintenance of any of
such property if such discontinuance is, in the judgment of the Borrowers,
desirable in the conduct of their respective businesses or the business of any
Subsidiary and not disadvantageous in any material respect to the Agent or the
Lenders.

         (I) Environmental Compliance. The Borrowers and their respective
Subsidiaries shall comply with all Environmental, Health or Safety Requirements
of Law, except where noncompliance will not have or is not reasonably likely to
subject the Borrowers and their respective Subsidiaries to liability which, in
the aggregate, is in excess of $1,000,000.

         (J) Use of Proceeds. The Borrowers shall use the proceeds of the
Revolving Loans to (i) repay existing Indebtedness, (ii) provide funds for the
additional working capital needs and other general corporate purposes of the
Borrowers, (iii) provide funds for the payment of fees and expenses incurred in
connection with the negotiation and documentation of this Agreement and the Loan
Documents (iv) to finance Permitted Acquisitions and (v) to provide funds for
Capital Expenditures. The Borrowers shall use the proceeds of the Debt Purchase
Facility Loans to make Permitted Note Purchases. The Borrowers will not, nor
will it permit any of their respective Subsidiaries to, use any of the proceeds
of the Loans to purchase or carry any Margin Stock or to make any Acquisition,
other than a Permitted Acquisition pursuant to Section 7.3(G).

         (K) Addition of Guarantors. The Borrowers shall cause each of their
respective Subsidiaries that is a Subsidiary as of the date of this Agreement or
at any time thereafter (other than Inactive Subsidiaries), to deliver to the
Agent an executed Guaranty and appropriate corporate resolutions, opinions and
other documentation in form and substance reasonably satisfactory to the Agent,
such Guaranty and other documentation to be delivered to the Agent as promptly
as possible but in any event within thirty (30) days of the date of the
formation of such entity or such entity otherwise becoming a Subsidiary.

         7.3 Negative Covenants.

         (A) Indebtedness. Neither Borrower nor any of its respective
Subsidiaries shall directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness,
except:

                (i) the Obligations;

                (ii) Permitted Existing Indebtedness;

                (iii) Indebtedness in respect of obligations secured by
         Customary Permitted Liens;

                (iv) Indebtedness constituting Contingent Obligations permitted
         by Section 7.3(E);




                                       54
<PAGE>

                (v) Indebtedness arising from intercompany loans from a Borrower
         or Subsidiary to a Borrower or any other Subsidiary;

                (vi) Indebtedness in an amount not to exceed $15,160,000
         representing Capitalized Leases incurred by a Borrower or any of its
         respective Subsidiaries as of the Closing Date, plus Indebtedness in an
         amount not to exceed $5,000,000 in the aggregate in any fiscal year
         representing Capitalized Leases incurred by the Borrowers or any of
         their respective Subsidiaries after the Closing Date to finance the
         acquisition of new fixed assets or real property within 365 days of
         project completion, if (1) at the time of such incurrence, no Default
         or Unmatured Default has occurred and is continuing or would result
         from such incurrence, (2) such Indebtedness has a scheduled maturity
         and is not due on demand, (3) such Indebtedness does not exceed the
         lower of the fair market value or the cost of the applicable fixed
         assets on the date acquired, and (4) any Lien securing such
         Indebtedness is permitted under Section 7.3(C) (such Indebtedness being
         referred to herein as "PERMITTED CAPITALIZED LEASES");

                (vii) Indebtedness with respect to surety, appeal and
         performance bonds obtained by a Borrower or any of its respective
         Subsidiaries in the ordinary course of business.

         (B) Sales of Assets. Neither Borrower nor any of its respective
Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of
any property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so, except:

                (i) sales of Inventory in the ordinary course of business;

                (ii) the disposition in the ordinary course of business of
         equipment or other personal property that is obsolete, excess or no
         longer useful in the business of the Borrowers or their respective
         Subsidiaries;

                (iii) sale and leaseback transactions permitted pursuant to
         Section 7.3(J);

                (iv) sales, assignments, transfers, leases, conveyances or other
         dispositions of other assets if such transaction (a) is for not less
         than fair market value, and (b) when combined with all such other
         transactions (each such transaction being valued at book value) during
         the term of this Agreement, represents the disposition of not greater
         than $15,000,000 of the Consolidated Assets of the Borrowers (exclusive
         of the book value of the assets sold pursuant to the CSDC Disposition);
         and

                (v) the sale or other disposition of assets by any consolidated
         Subsidiary of a Borrower to another consolidated Subsidiary of that
         Borrower or by any consolidated Subsidiary of a Borrower to that
         Borrower.



                                       55
<PAGE>

         (C) Liens. Neither Borrower nor any of its respective Subsidiaries
shall directly or indirectly create, incur, assume or permit to exist any Lien
on or with respect to any of their respective property or assets except:

                (i) Permitted Existing Liens;

                (ii) Customary Permitted Liens; and

                (iii) Liens (representing the interest of a lessor under a
         Capitalized Lease) securing Permitted Capitalized Leases; provided that
         such Liens shall not apply to any property of the Borrowers or their
         respective Subsidiaries other than that subject to such Permitted
         Capitalized Leases.

In addition, neither Borrower nor any of its respective Subsidiaries shall
become a party to any agreement, note, indenture or other instrument, or take
any other action, which would prohibit the creation of a Lien on any of their
respective properties or other assets in favor of the Agent for the benefit of
itself and the Lenders, as collateral for the Obligations; provided that any
agreement or other instrument in connection with Permitted Capitalized Leases
may prohibit the creation of a Lien in favor of the Agent for the benefit of
itself and the Lenders on the items of property obtained with the proceeds of
such Permitted Capitalized Leases.

         (D) Third Party Loans. Neither Borrower nor any of its respective
Subsidiaries shall directly or indirectly make any Third Party Loans except:

                (i) Permitted Third Party Loans in an amount not greater than
         the amount thereof on the Closing Date;

                (ii) Third Party Loans consisting of intercompany loans from a
         Borrower or Subsidiary to a Borrower or any other Subsidiary permitted
         by Section 7.3(A)(v);

                (iii) Third Party Loans consisting of loans to employees of the
         Borrowers and their respective Subsidiaries, in addition to those
         listed on Schedule 1.1.3 to this Agreement, in an amount not to exceed
         $1,500,000 at any time; and

                (iv) Third Party Loans consisting of seller financing for sales
         of real property which are permitted pursuant to Section 7.3(B)(iii) of
         this Agreement and which otherwise meet the following requirements:

                        (1) are evidenced by enforceable promissory notes with a
                term to maturity of not greater than three (3) years;

                        (2) are in a principal amount which does not exceed 80%
                of the fair market value of the real property being sold (with
                the other 20% of the fair market value to be paid in cash at
                closing, which cash payment is subject to the terms of Section
                2.3(B) of this Agreement); and



                                       56
<PAGE>

                        (3) are secured by an enforceable first or second
                priority mortgage on the real property sold.

         (E) Contingent Obligations. Neither Borrower nor any of its respective
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) obligations, warranties, and indemnities, not relating to
Indebtedness of any Person, which have been or are undertaken or made in the
ordinary course of business and not for the benefit of or in favor of a
Subsidiary; and (iii) Contingent Obligations with respect to surety, appeal and
performance bonds obtained by a Borrower or any of its Subsidiaries in the
ordinary course of business; (iv) Contingent Obligations relating to
Indebtedness of a Borrower or a Subsidiary of such Borrower and (v) Permitted
Contingent Obligations.

         (F) [Intentionally Omitted.]

         (G) Conduct of Business; Subsidiaries; Acquisitions. (i) Neither
Borrower nor any of its respective Subsidiaries shall engage in any business
other than the businesses engaged in by the Borrowers and their Subsidiaries on
the Closing Date and any business or activities which are substantially similar,
related or incidental thereto.

         (ii) Neither Borrower shall create, acquire or capitalize any
Subsidiary (a "NEW SUBSIDIARY") after the date hereof pursuant to any
transaction unless such transaction is permitted by or not otherwise prohibited
by this Agreement, and upon the creation or acquisition of each New Subsidiary,
the Borrowers shall cause each New Subsidiary to promptly deliver to the Agent
the documents, instruments and agreements required pursuant to Section 7.2(K),
and all New Subsidiaries shall be Controlled Subsidiaries. After the formation
or acquisition of any New Subsidiary permitted hereunder, if requested by the
Agent, the Borrowers shall provide a supplement to Schedule 6.8 to this
Agreement.

         (iii) Neither Borrower shall, and shall not permit any of its
respective Subsidiaries to make any Acquisitions other than Acquisitions meeting
all of the following requirements (each such Acquisition constituting a
"PERMITTED ACQUISITION"):

                (a) no Default or Unmatured Default shall have occurred and be
         continuing or would result from such Acquisition or the incurrence of
         any Indebtedness in connection therewith;

                (b) the businesses being acquired shall be substantially similar
         to the businesses or activities engaged in by the Borrowers and/or
         their respective Subsidiaries on the Closing Date;

                (c) any single Acquisition involving a purchase price (including
         assumed liabilities) (x) equal to or in excess of Six Million Dollars
         ($6,000,000), or (y) exceeding a multiple of 6 times the trailing 12
         month EBITDA (calculated in accordance with Agreement Accounting
         Principles) for the target company, shall be subject to the prior





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<PAGE>

         approval of the Required Lenders, which approval will be granted or
         denied within ten (10) days following the Lenders receipt of sufficient
         information as the Agent determines to be reasonably necessary to
         assess the Borrowers' ability to comply with clause (a) above.

                  (d) (i) any related series of Acquisitions involving an
         aggregate purchase price (including assumed liabilities) equal to or in
         excess of $10,000,000 in any fiscal year shall be subject to the prior
         approval of the Required Lenders, which approval shall be granted or
         denied within ten (10) days following the Lenders' receipt of
         sufficient information as the Agent determines to be reasonably
         necessary to assess the Borrowers' ability to comply with clause (a)
         above.

         (H) Transactions with Affiliates. Neither Borrower nor any of its
respective Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with any Affiliate
of the Borrowers which is not its Subsidiary, on terms that are less favorable
to the Borrowers or any of their respective Subsidiaries, as applicable, than
those that might be obtained in an arm's length transaction at the time from
Persons who are not such a holder or Affiliate.

         (I) Restriction on Fundamental Changes. Neither Borrower nor any of its
respective Subsidiaries shall enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or
convey, lease, sell, transfer or otherwise dispose of, in one transaction or
series of transactions, all or substantially all of a Borrower's or any such
Subsidiary's business or property, whether now or hereafter acquired, except
transactions permitted under Sections 7.3(B) or 7.3(G), and except that a
consolidated Subsidiary may merge or consolidate with or into a Borrower or a
consolidated Subsidiary thereof.

         (J) Sales and Leasebacks. Neither Borrower nor any of its respective
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease, a synthetic
lease or a Capitalized Lease, of any property (whether real or personal or
mixed) (i) which either of them or one of their respective Subsidiaries sold or
transferred or is to sell or transfer to any other Person, or (ii) which either
of them or one of their respective Subsidiaries intends to use for substantially
the same purposes as any other property which has been or is to be sold or
transferred by either of them or one of their Subsidiaries to any other Person
in connection with such lease, unless in either case (i) the lease involved is
not prohibited under Section 7.3(A), and (ii) if the subject property was
acquired by either of the Borrowers or their respective Subsidiaries on or
before the Closing Date, the proceeds of such transaction are used to purchase
unencumbered replacement assets of equal or greater value within 365 days of
such transaction or such proceeds are used to prepay the Obligations and the
Aggregate Revolving Loan Commitment is reduced by a like amount.

         (K) Margin Regulations. Neither Borrower nor any of its respective
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.




                                       58
<PAGE>

         (L) ERISA. Neither Borrower shall

                  (i) engage, or permit any of its respective Subsidiaries to
         engage, in any prohibited transaction described in Sections 406 of
         ERISA or 4975 of the Code for which a statutory or class exemption is
         not available or a private exemption has not been previously obtained
         from the DOL;

                  (ii) permit to exist any accumulated funding deficiency (as
         defined in Sections 302 of ERISA and 412 of the Code) with respect to
         any Benefit Plan, whether or not waived;

                  (iii) fail, or permit any Controlled Group member to fail to
         pay timely required contributions or annual installments due with
         respect to any waived funding deficiency to any Benefit Plan;

                  (iv) terminate, or permit any Controlled Group member to
         terminate, any Benefit Plan which would result in liability of a
         Borrower or any Controlled Group member under Title IV of ERISA of
         $3,000,000 or more;

                  (v) fail to make any material contribution or payment to any
         Multiemployer Plan which a Borrower or any Controlled Group member may
         be required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto;

                  (vi) fail, or permit any Controlled Group member to fail, to
         pay any required installment or any other material payment required
         under Section 412 of the Code on or before the due date for such
         installment or other payment; or

                  (vii) amend, or permit any Controlled Group member to amend, a
         Benefit Plan resulting in a material increase in current liability for
         the plan year such that a Borrower or any Controlled Group member is
         required to provide security to such Benefit Plan under Section
         401(a)(29) of the Code.

         (M) Corporate Documents. Neither Borrower nor any of its respective
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective Articles or Certificates of Incorporation
or By-Laws or operating or management agreement, as applicable, as in effect on
the date hereof in any manner adverse to the interests of the Lenders, without
the prior written consent of the Required Lenders.

         (N) Fiscal Year. Neither Borrower nor any of its respective
consolidated Subsidiaries shall change its fiscal year for accounting or tax
purposes from a period consisting of the 52-week period ending on Saturday of
the thirteenth week of each calendar year.

         (O) Subsidiary Covenants. Neither Borrower shall, and will not permit
any of its respective Subsidiaries to, create or otherwise cause to become
effective any consensual encumbrance or restriction of any kind on the ability
of a Subsidiary to pay dividends or make any other distribution on its stock,
pay any Indebtedness or other Obligation owed to the




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<PAGE>

Borrowers or any other Subsidiary, make loans or advances or other investments
in the Borrowers or any other Subsidiary, or sell, transfer or otherwise convey
any of its property to the Borrowers or any other Subsidiary.

         (P) Inactive Subsidiaries. Neither Borrower shall permit any Inactive
Subsidiaries to have a Net Worth in excess of $100,000 unless such Subsidiary
shall become a Guarantor pursuant to Section 7.2(K).

         (Q) Subordinated Debt. Neither Borrower shall, and will not permit any
of its respective Subsidiaries to, make any amendment or modification to the
indenture, note or other agreement evidencing or governing any Subordinated
Debt, or directly or indirectly voluntarily prepay, defease or in substance
defease, purchase, redeem, retire or otherwise acquire any Subordinated Debt,
other than (i) Permitted Note Purchases, or (ii) pursuant to the terms thereof
when no Default or Unmatured Default has occurred, is continuing or would result
from such action.

         7.4 Financial Covenants. The Borrowers shall comply with the following:

         (A) Minimum Fixed Charge Coverage Ratio. The Borrowers and their
consolidated Subsidiaries shall maintain a ratio ("FIXED CHARGE COVERAGE RATIO")
of (i) the sum of the amounts of EBITDA plus Rentals paid during such period, to
(ii) the sum of the amounts paid during such period of (a) Interest Expense plus
(b) scheduled amortization payments of the principal portion of all other
Consolidated Indebtedness of the Borrowers made during such period plus (c) cash
taxes paid by the Borrowers and their consolidated Subsidiaries during such
period plus (d) Distributions plus (e) Capital Expenditures made after the month
end immediately preceding the closing of the CSDC Disposition which are paid in
cash from other than (x) a Revolving Loan or Permitted Capitalized Lease or (y)
Net Cash Proceeds of a Material Asset Sale, Equity Offering or Material Insured
Casualty Loss used to acquire, repair or replace capital assets within twelve
months following such transaction, plus (f) Rentals paid during such period, of
at least 1.10 to 1.00 for each fiscal quarter until the Termination Date.

         (B) Maximum Leverage Ratio. The Borrowers shall not permit the ratio
(the "LEVERAGE RATIO") of (i) Consolidated Indebtedness to (ii) EBITDA, to be
greater than 4.60 to 1.00 at any time. The Leverage Ratio shall be calculated,
in each case, determined as of the last day of each fiscal quarter based upon
(a) the outstanding balance of Consolidated Indebtedness as of such date; and
(b) the actual amount of EBITDA for the four fiscal quarter period ending on
such day, adjusted, with respect to Permitted Acquisitions, to reflect the
EBITDA of the acquired entity (calculated consistent with the definition of
EBITDA contained herein) during such portion of the four fiscal quarter period
which is prior to the consummation of such Permitted Acquisition.

         (C) Minimum Consolidated Net Worth. The Borrowers shall not permit the
sum of (i) Consolidated Net Worth plus, (ii) the outstanding principal amount of
Convertible Subordinated Notes, less (iii) Intangible Assets, at any time to be
less than the sum of (i) $127,360,000 plus (ii) fifty percent (50%) of Net
Income (if positive) calculated separately for each fiscal quarter ending on or
after March 31, 2002. This covenant will be adjusted downward in an amount




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<PAGE>

approved by the Agent in its reasonable discretion to reflect the effect of FASB
87 in fiscal 2002. Annual positive adjustments will be made to reflect the
effect of FASB 87 in fiscal years subsequent to 2002. This covenant will be
further adjusted downward as of February 15, 2003 in an amount approved by the
Agent in its reasonable discretion to reflect the amount of Debt Purchase
Facility Loans outstanding as of that date.

         (D) Consolidated Senior Indebtedness to Consolidated Total
Capitalization. The Borrowers will not permit the ratio of (i) the sum of (a)
Consolidated Indebtedness, less (b) the outstanding principal amount of
Subordinated Debt, to (ii) Consolidated Total Capitalization, to be greater than
 .4 to 1.0 at any time.

ARTICLE VIII: DEFAULTS

         8.1 Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

         (A) Failure to Make Payments When Due. The Borrowers shall (i) fail to
pay when due any of the Obligations consisting of principal with respect to the
Loans or (ii) shall fail to pay within five (5) Business Days of the date when
due any of the other Obligations under this Agreement or the other Loan
Documents.

         (B) Breach of Certain Covenants. The Borrowers shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on either Borrower under Sections 7.1(A), 7.1(B), 7.1(C), 7.1(D), 7.1(F), 7.2,
7.3 and 7.4 hereof.

         (C) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by the Borrowers to the Agent or any Lender herein
or by the Borrowers or any of their respective Subsidiaries in any of the other
Loan Documents or in any statement or certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made (or deemed made).

         (D) Other Defaults. Either of the Borrowers shall default in the
performance of or compliance with any term contained in this Agreement (other
than as covered by paragraphs (A), (B) or (C) of this Section 8.1), or the
Borrowers or any of their respective Subsidiaries shall default in the
performance of or compliance with any term contained in any of the other Loan
Documents, and such default shall continue for thirty (30) days after the
occurrence thereof.

         (E) Default as to Other Indebtedness. Either of the Borrowers or any of
their Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness the outstanding principal amount of which Indebtedness is in
excess of $1,000,000 ("CROSS DEFAULT INDEBTEDNESS"), or any breach, default or
event of default shall occur, or any other condition shall exist under any
instrument, agreement or indenture pertaining to any such Cross Default
Indebtedness, if the effect thereof is to cause an acceleration, mandatory
redemption, a requirement that the Borrowers offer to purchase such Cross
Default Indebtedness or other required repurchase of such Cross Default
Indebtedness, or permit the holder(s) of such Cross




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<PAGE>

Default Indebtedness to accelerate the maturity of any such Cross Default
Indebtedness or require a redemption or other repurchase of such Cross Default
Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared
to be due and payable (by acceleration or otherwise) or required to be prepaid,
redeemed or otherwise repurchased by the Borrowers or any of their respective
Subsidiaries (other than by a regularly scheduled required prepayment) prior to
the stated maturity thereof.

         (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

                  (i) An involuntary case shall be commenced against either of
         the Borrowers or any of their respective Subsidiaries and the petition
         shall not be dismissed, stayed, bonded or discharged within seventy
         five (75) days after commencement of the case; or a court having
         jurisdiction in the premises shall enter a decree or order for relief
         in respect of either of the Borrowers or any of their respective
         Subsidiaries in an involuntary case, under any applicable bankruptcy,
         insolvency or other similar law now or hereinafter in effect; or any
         other similar relief shall be granted under any applicable federal,
         state, local or foreign law.

                  (ii) A decree or order of a court having jurisdiction in the
         premises for the appointment of a receiver, liquidator, sequestrator,
         trustee, custodian or other officer having similar powers over the
         Borrowers or any of their respective Subsidiaries or over all or a
         substantial part of the property of the Borrowers or any of their
         respective Subsidiaries shall be entered; or an interim receiver,
         trustee or other custodian of the Borrowers or any of their respective
         Subsidiaries or of all or a substantial part of the property of the
         Borrowers or any their respective Borrower's Subsidiaries shall be
         appointed or a warrant of attachment, execution or similar process
         against any substantial part of the property of the Borrowers or any of
         their respective Subsidiaries shall be issued and any such event shall
         not be stayed, dismissed, bonded or discharged within seventy five (75)
         days after entry, appointment or issuance.

         (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. Either of the
Borrowers or any of their respective Subsidiaries shall (i) commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (ii) consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, (iii) consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property, (iv) make any assignment for the benefit of creditors or
(v) take any corporate action to authorize any of the foregoing.

         (H) Judgments and Attachments. Any money judgment(s) (other than a
money judgment covered by insurance as to which the insurance company has not
disclaimed or reserved the right to disclaim coverage), writ or warrant of
attachment, or similar process against either Borrower or any of their
respective Subsidiaries or any of their respective assets involving in any
single case or in the aggregate an amount in excess of $1,000,000 is or are
entered and shall remain undischarged, unvacated, unbonded or unstayed for a
period of sixty (60) days or in any event later than fifteen (15) days prior to
the date of any proposed sale thereunder.






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<PAGE>

         (I) Dissolution. Any order, judgment or decree shall be entered against
either Borrower decreeing its involuntary dissolution or split up and such order
shall remain undischarged and unstayed for a period in excess of sixty (60)
days; or either Borrower shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

         (J) Loan Documents. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Agent, or any of the Lenders to
enforce the Obligations ceases to be in full force and effect or the Borrowers
or any of their respective Subsidiaries party thereto seeks to repudiate its
obligations thereunder.

         (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject either Borrower to liability
which, in the aggregate, is in excess of $1,000,000.

         (L) Waiver of Minimum Funding Standard. If the plan administrator of
any Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either Borrower or any Controlled Group
member to liability which, in the aggregate, is in excess of $1,000,000.

         (M) Change of Control. A Change of Control shall occur.

         (N) Environmental Matters. Either of the Borrowers or any of their
respective Subsidiaries shall be the subject of any proceeding or investigation
pertaining to (i) the Release by either Borrower or any of their respective
Subsidiaries of any Contaminant into the environment, (ii) the liability of
either Borrower or any of their respective Subsidiaries arising from the Release
by any other Person of any Contaminant into the environment, or (iii) any
violation of any Environmental, Health or Safety Requirements of Law which by
either Borrower or any of their respective Subsidiaries, which, in the case of
any of (i), (ii) or (iii) above, has or is reasonably likely to subject either
Borrower or any of their respective Subsidiaries to liability which, in the
aggregate, is in excess of $1,000,000.

         8.2 Continuing Default. A Default shall be deemed "continuing" until
cured (if capable of cure) or until waived in writing in accordance with Section
9.3.



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ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

         9.1 Termination of Commitments; Acceleration. If any Default described
in Section 8.1(F) or 8.1(G) occurs with respect to the Borrowers, the
obligations of the Lenders to make Loans hereunder and the obligation of the
Issuing Bank to issue Letters of Credit shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent or any Lender. If any other Default occurs, the
Required Lenders may terminate or suspend the obligations of the Lenders to make
Loans hereunder and the obligation of the Issuing Bank to issue Letters of
Credit, or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrowers expressly
waive.

         9.2 Defaulting Lender. In the event that any Lender fails to fund its
applicable Pro Rata Share of any Advance requested or deemed requested by the
Borrowers (or requested by the Issuing Bank in connection with the participation
in Letters of Credit), which such Lender is obligated to fund under the terms of
this Agreement (the funded portion of such Advance being hereinafter referred to
as a "NON PRO RATA LOAN"), until the earlier of such Lender's cure of such
failure and the termination of the Commitments, the proceeds of all amounts
thereafter repaid to the Agent by the Borrowers and otherwise required to be
applied to such Lender's share of all other Obligations pursuant to the terms of
this Agreement shall be advanced to the Borrowers (or Issuing Bank) by the Agent
on behalf of such Lender to cure, in full or in part, such failure by such
Lender, but shall nevertheless be deemed to have been paid to such Lender in
satisfaction of such other Obligations. Notwithstanding anything in this
Agreement to the contrary:

                  (i) the foregoing provisions of this Section 9.2 shall apply
         only with respect to the proceeds of payments of Obligations and shall
         not affect the conversion or continuation of Loans pursuant to Section
         2.10;

                  (ii) any such Lender shall be deemed to have cured its failure
         to fund its applicable Pro Rata Share of any Advance at such time as an
         amount equal to such Lender's original applicable Pro Rata Share of the
         requested principal portion of such Advance is fully funded to the
         Borrowers (or Issuing Bank), whether made by such Lender itself or by
         operation of the terms of this Section 9.2, and whether or not the Non
         Pro Rata Loan with respect thereto has been repaid, converted or
         continued;

                  (iii) amounts advanced to the Borrowers to cure, in full or in
         part, any such Lender's failure to fund its applicable Pro Rata Share
         of any Advance ("CURE LOANS") shall bear interest at the rate
         applicable to Floating Rate Loans in effect from time to time, and for
         all other purposes of this Agreement shall be treated as if they were
         Floating Rate Loans;

                  (iv) regardless of whether or not a Default has occurred or is
         continuing, and notwithstanding the instructions of the Borrowers as to
         its desired application, all



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<PAGE>

         repayments of principal which, in accordance with the other terms of
         this Agreement, would be applied to the outstanding Floating Rate Loans
         shall be applied first, ratably to all Floating Rate Loans constituting
         Non Pro Rata Loans, second, ratably to Floating Rate Loans other than
         those constituting Non Pro Rata Loans or Cure Loans and, third, ratably
         to Floating Rate Loans constituting Cure Loans;

                  (v) for so long as and until the earlier of any such Lender's
         cure of the failure to fund its applicable Pro Rata Share of any
         Advance and the termination of the Revolving Loan Commitments, the term
         "Required Lenders" for purposes of this Agreement shall mean Lenders
         (excluding all Lenders whose failure to fund their respective Pro Rata
         Shares of such Advance have not been so cured) whose applicable Pro
         Rata Shares represent greater than fifty percent (50%) of the aggregate
         Pro Rata Shares of such Lenders; and

                  (vi) for so long as and until any such Lender's failure to
         fund its Revolving Loan Pro Rata Share and/or Debt Purchase Facility
         Pro Rata Share of any Advance is cured in accordance with Section
         9.2(ii), (A) such Lender shall not be entitled to any commitment fees
         with respect to its Revolving Loan Commitment and/or Debt Purchase
         Facility Commitment and (B) such Lender shall not be entitled to any
         letter of credit fees, which commitment fees and letter of credit fees
         shall accrue in favor of the Lenders which have funded their respective
         applicable Pro Rata Share of such requested Advance, shall be allocated
         among such performing Lenders ratably based upon their relative
         Commitments, and shall be calculated based upon the average amount by
         which the aggregate Commitments of such performing Lenders exceeds the
         sum of (I) the outstanding principal amount of the Loans owing to such
         performing Lenders plus (II) the outstanding Reimbursement Obligations
         owing to such performing Lenders, plus (III) the aggregate
         participation interests of such performing Lenders arising with respect
         to undrawn and outstanding Letters of Credit.

         9.3 Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrowers hereunder or waiving
any Default hereunder; provided, however, that no such supplemental agreement
shall, without the consent of each Lender affected thereby:

                  (i) Postpone or extend the Revolving Loan Termination Date or
         the Debt Purchase Facility Loan Termination Date, or any other date
         fixed for any payment of principal of, or interest on, the Loans, the
         Reimbursement Obligations, or any fees or other amounts payable to such
         Lender (except with respect to (a) any modifications of the provisions
         relating to prepayments of Loans and other Obligations and (b) a waiver
         of the application of the default rate of interest pursuant to Section
         2.11 hereof).

                  (ii) Reduce the principal amount of any Loans or L/C
         Obligations or reduce the rate or extend the time of payment of
         interest or fees thereon.



                                       65
<PAGE>

                  (iii) Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters.

                  (iv) Increase the amount of the Revolving Loan Commitment or
         the Debt Purchase Facility Commitment of any Lender hereunder.

                  (v) Permit the Borrowers to assign their rights under this
         Agreement.

                  (vi) Release any Guarantor.

                  (vii) Amend this Section 9.3.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 13.3(B) without obtaining the consent of any
of the Lenders.

         9.4 Preservation of Rights. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan or the issuance of a Letter of Credit notwithstanding the
existence of a Default or the inability of the Borrowers to satisfy the
conditions precedent to such Loan or issuance of such Letter of Credit shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 9.3, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have been paid in
full.

ARTICLE X:  GENERAL PROVISIONS

         10.1 Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive delivery of the Notes
and the making of the Loans herein contemplated.

         10.2 Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrowers in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         10.3 Performance of Obligations. The Borrowers agree that the Agent
may, but shall have no obligation, after the occurrence and during the
continuance of a Default, to make any other payment or perform any act required
of the Borrowers under any Loan Document. The Agent shall use its reasonable
efforts to give the Borrowers notice of any action taken under this Section 10.3
prior to the taking of such action or promptly thereafter provided the failure
to give such notice shall not affect the Borrowers' obligations in respect
thereof. The Borrowers agree



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to pay the Agent, upon demand, the principal amount of all funds advanced by the
Agent under this Section 10.3, together with interest thereon at the rate from
time to time applicable to Loans that are Floating Rate Loans from the date of
such advance until the outstanding principal balance thereof is paid in full. If
the Borrowers fail to make payment in respect of any such advance under this
Section 10.3 within one (1) Business Day after the date the Borrowers receive
written demand therefor from the Agent, the Agent shall promptly notify each
Lender and each Lender agrees that it shall thereupon make available to the
Agent, in Dollars in immediately available funds, the amount equal to such
Lender's Revolving Loan Pro Rata Share of such advance. If such funds are not
made available to the Agent by such Lender within one (1) Business Day after the
Agent's demand therefor, the Agent will be entitled to recover any such amount
from such Lender together with interest thereon at the Federal Funds Effective
Rate for each day during the period commencing on the date of such demand and
ending on the date such amount is received. The failure of any Lender to make
available to the Agent its Revolving Loan Pro Rata Share of any such
unreimbursed advance under this Section 10.3 shall neither relieve any other
Lender of its obligation hereunder to make available to the Agent such other
Lender's Revolving Loan Pro Rata Share of such advance on the date such payment
is to be made nor increase the obligation of any other Lender to make such
payment to the Agent. All outstanding principal of, and interest on, advances
made under this Section 10.3 shall constitute Obligations.

         10.4 Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.5 Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrowers, the Agent and the
Lenders relating to the subject matter thereof.

         10.6 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.



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         10.7 Expenses; Indemnification.

         (A) Expenses. The Borrowers shall reimburse the Agent and the Arranger
for any reasonable costs and out-of-pocket expenses (including attorneys' and
paralegals' fees and time charges of attorneys and paralegals for the Agent)
paid or incurred by the Agent or the Arranger in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents. The Borrowers also agree
to reimburse the Agent and the Arranger and the Lenders for any costs, internal
charges and out-of-pocket expenses (including attorneys' and paralegals' fees
and time charges of attorneys and paralegals for the Agent and the Arranger and
the Lenders, which attorneys and paralegals may be employees of the Agent or the
Arranger or the Lenders) paid or incurred by the Agent or the Arranger or any
Lender in connection with the collection of the Obligations and enforcement of
the Loan Documents.

         (B) Indemnity. The Borrowers further agree to defend, protect,
indemnify, and hold harmless the Agent, the Arranger and each and all of the
Lenders and each of their respective Affiliates, and each of such Agent's,
Arranger's, Lender's, or Affiliate's respective officers, directors, employees,
attorneys and agents (including, without limitation, those retained in
connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article V) (collectively, the "INDEMNITEES") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses of any kind or nature
whatsoever (including, without limitation, the fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees in any
manner relating to or arising out of:

                  (i) this Agreement, the other Loan Documents, or any act,
         event or transaction related or attendant thereto or to the making of
         the Loans, and the issuance of and participation in Letters of Credit
         hereunder, the management of such Loans or Letters of Credit, the use
         or intended use of the proceeds of the Loans or Letters of Credit
         hereunder, or any of the other transactions contemplated by the Loan
         Documents; or

                  (ii) any liabilities, obligations, responsibilities, losses,
         damages, personal injury, death, punitive damages, economic damages,
         consequential damages, treble damages, intentional, willful or wanton
         injury, damage or threat to the environment, natural resources or
         public health or welfare, costs and expenses (including, without
         limitation, attorney, expert and consulting fees and costs of
         investigation, feasibility or remedial action studies), fines,
         penalties and monetary sanctions, interest, direct or indirect, known
         or unknown, absolute or contingent, past, present or future relating to
         violation of any Environmental, Health or Safety Requirements of Law
         arising from or in connection with the past, present or future
         operations of the Borrowers, their respective Subsidiaries or any of
         their respective predecessors in interest, or, the past, present or
         future environmental, health or safety condition of any respective
         property of the Borrowers or their respective Subsidiaries, the
         presence of asbestos-containing materials at any respective property of
         the Borrowers or their respective Subsidiaries or the Release



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         or threatened Release of any Contaminant into the environment
         (collectively, the "INDEMNIFIED MATTERS");

provided, however, the Borrowers shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee or
breach of contract by such Indemnitee with respect to the Loan Documents, in
each case, as determined by the final non-appealed judgment of a court of
competent jurisdiction. If the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the Borrowers shall contribute the maximum portion
which it is permitted to pay and satisfy under applicable law, to the payment
and satisfaction of all Indemnified Matters incurred by the Indemnitees.

         (C) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 10.7 shall survive the termination of this
Agreement.

         10.8 Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         10.9 Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Borrowers with the
agreement of its independent public accountants and such changes result in a
change in the method of calculation of any of the financial covenants,
restrictions or standards herein or in the related definitions or terms used
therein ("Accounting Changes"), the parties hereto agree to enter into
negotiations, in good faith, in order to amend such provisions in a credit
neutral manner so as to reflect equitably such Accounting Changes with the
desired result that the criteria for evaluating the Borrowers' financial
condition shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Agent and the Required Lenders, no Accounting
Change shall be given effect in such calculations and all financial statements
and reports required to be delivered hereunder shall be prepared in accordance
with Agreement Accounting Principles without taking into account such Accounting
Changes. In the event such amendment is entered into with respect to any
Accounting Changes, all references to this Agreement to Agreement Accounting
Principles shall mean generally accepted accounting principles as of the date of
such amendment.

         10.10 Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.



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         10.11 Nonliability of Lenders. The relationship between the Borrowers
and the Lenders and the Agent shall be solely that of borrower and lender.
Neither the Agent nor any Lender shall have any fiduciary responsibilities to
the Borrowers. Neither the Agent nor any Lender undertakes any responsibility to
the Borrowers to review or inform the Borrowers of any matter in connection with
any phase of the Borrowers' business or operations.

         10.12 GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWERS AND THE AGENT
OR THE ARRANGER OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF
INDIANA.

         10.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A) JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE
PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, MAY BE RESOLVED EXCLUSIVELY BY
STATE OR FEDERAL COURTS LOCATED IN MARION COUNTY, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF MARION COUNTY. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

         (B) VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION
(INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

         (C) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT




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ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

ARTICLE XI: THE AGENT

         11.1 Appointment; Nature of Relationship. Provident is appointed by
the Lenders as the Agent hereunder and under each other Loan Document, and each
of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
XI. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement and that the Agent is
merely acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Agent (i) does not
assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of
the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders agrees to assert no claim against the Agent on
any agency theory or any other theory of liability for breach of fiduciary duty,
all of which claims each Lender waives.

         11.2 Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties or fiduciary duties to the Lenders, or
any obligation to the Lenders to take any action hereunder or under any of the
other Loan Documents except any action specifically provided by the Loan
Documents required to be taken by the Agent.

         11.3 General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is found in a final judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence, willful
misconduct or breach of contract of such Person.

         11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Agent nor any of its directors, officers, agents or employees shall
be responsible for or have any duty to ascertain, inquire into, or verify (i)
any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Agent; (iv) the existence or possible
existence of any Default or Unmatured Default or (v) the





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validity, effectiveness or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith. The Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents, or for the execution,
effectiveness, genuineness, validity, legality, enforceability, collectibility,
or sufficiency of this Agreement or any of the other Loan Documents or the
transactions contemplated thereby, or for the financial condition of any
guarantor of any or all of the Obligations, the Borrowers or any of their
respective Subsidiaries.

         11.5 Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on all holders of
Notes. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         11.6 Employment of Agents and Counsel. The Agent may execute any of
its duties as the Agent hereunder and under any other Loan Document by or
through employees, agents, and attorney-in-fact and shall not be answerable to
the Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         11.7 Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Notes, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         11.8 The Agent's Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify the Agent (to the extent not reimbursed by Borrowers
without limiting the obligation of Borrowers to do so, subject to the provisions
of Section 10.7 of this Agreement) ratably in proportion to their respective
Commitments (i) for any amounts, which are not unreasonable or excessive, not
reimbursed by the Borrowers for which the Agent is entitled to reimbursement by
the Borrowers under the Loan Documents, (ii) for any other reasonable expenses
incurred by the Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, or any reasonable costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or
the transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent any of




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the foregoing is found in a final non-appealable judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence or
willful misconduct of the Agent.

         11.9 Rights as a Lender. With respect to its Revolving Loan
Commitment, its Debt Purchase Facility Commitment, Loans made by it and the
Notes issued to it, the Agent shall have the same rights and powers hereunder
and under any other Loan Document as any Lender and may exercise the same as
through it were not the Agent, and the term "Lender" or "Lenders" shall, unless
the context otherwise indicates, include the Agent in its individual capacity.
The Agent may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrowers or
any of its Subsidiaries in which such Person is not prohibited hereby from
engaging with any other Person.

         11.10 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on the financial statements prepared by the Borrowers and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

         11.11 Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right to appoint, on behalf of
the Borrowers and the Lenders, a successor Agent. If no successor Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty days after the retiring Agent's giving notice of
resignation, then the retiring Agent may appoint, on behalf of the Borrowers and
the Lenders, a successor Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor Agent
shall be subject to approval by the Borrowers, which approval shall not be
unreasonably withheld. Such successor Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder and under the other Loan Documents.



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ARTICLE XII:  SETOFF; RATABLE PAYMENTS

         12.1 Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to the Borrowers (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due.

         12.2 Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

         12.3 Application of Payments. Subject to the provisions of Section
9.2, the Agent shall, unless otherwise specified at the direction of the
Required Lenders which direction shall be consistent with the last sentence of
this Section 12.3, apply all payments and prepayments in respect of any
Obligations in the following order:

         (A) first, to pay interest on and then principal of any portion of the
Loans which the Agent may have advanced on behalf of any Lender for which the
Agent has not then been reimbursed by such Lender or the Borrowers;

         (B) second, to pay interest on and then principal of any advance made
under Section 10.3 for which the Agent has not then been paid by the Borrowers
or reimbursed by the Lenders;

         (C) third, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Agent;

         (D) fourth, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

         (E) fifth, to pay interest due in respect of Loans and L/C Obligations;

         (F) sixth, to the ratable payment or prepayment of principal
outstanding on Loans and Reimbursement Obligations in such order as the Agent
may determine in its sole discretion;

         (G) seventh, to provide required cash collateral, if required pursuant
to Section 3.11; and



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         (H) eighth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrowers, all principal payments in respect
of Loans shall be applied first, to repay outstanding Floating Rate Loans, and
then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans
which have earlier expiring Interest Periods being repaid or prepaid prior to
those which have later expiring Interest Periods. The order of priority set
forth in this Section 12.3 and the related provisions of this Agreement are set
forth solely to determine the rights and priorities of the Agent, the Lenders
and the issuer(s) of Letters of Credit as among themselves. The order of
priority set forth in clauses (D) through (J) of this Section 12.3 may at any
time and from time to time be changed by the Required Lenders without necessity
of notice to or consent of or approval by the Borrowers, or any other Person.
The order of priority set forth in clauses (A) through (C) of this Section 12.3
may be changed only with the prior written consent of the Agent.

         12.4 Relations Among Lenders.

         (A) Except with respect to the exercise of set-off rights of any Lender
in accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrowers or any other obligor hereunder or with
respect to any Loan Document, without the prior written consent of the Required
Lenders or, as may be provided in this Agreement or the other Loan Documents, at
the direction of the Agent.

         (B) The Lenders are not partners or co-venturers, and no Lender shall
be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Agent) authorized to act for, any other Lender. The Agent shall
have the exclusive right on behalf of the Lenders to enforce on the payment of
the principal of and interest on any Loan after the date such principal or
interest has become due and payable pursuant to the terms of this Agreement.





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ARTICLE XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) the
Borrowers shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 13.3 hereof. Notwithstanding clause (ii) of this Section 13.1, any
Lender may at any time, without the consent of the Borrowers or the Agent,
assign all or any portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank; provided, however, that no such assignment shall release
the transferor Lender from its obligations hereunder. The Agent may treat the
payee of any Notes as the owner thereof for all purposes hereof unless and until
such payee complies with Section 13.3 hereof in the case of an assignment
thereof or, in the case of any other transfer, a written notice of the transfer
is filed with the Agent. Any assignee or transferee of a Notes agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the holder of any
Notes, shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Notes or of any Note or Notes issued in exchange therefor.

         13.2 Participations.

         (A) Permitted Participants; Effect. Subject to the terms set forth in
this Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Notes held by such Lender, any Commitment of such Lender, any L/C
Interest of such Lender or any other interest of such Lender under the Loan
Documents on a pro rata or non-pro rata basis. Notice of such participation to
the Borrowers and the Agent shall be required prior to any participation
becoming effective with respect to a Participant which is not a Lender or an
Affiliate thereof. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the holder of any such Notes for all purposes under the Loan Documents, all
amounts payable by the Borrowers under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrowers and the
Agent shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under the Loan Documents except that,
for purposes of Article IV hereof, the Participants shall be entitled to the
same rights as if they were Lenders.

         (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces the interest rate
or fees payable pursuant to the terms of this Agreement with respect to any such
Loan or Commitment, postpones any date fixed for any regularly-scheduled payment




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of principal of, or interest or fees on, any such Loan or Commitment, or
releases a significant portion of the Collateral, if any, securing any such
Loan.

         (C) Benefit of Setoff. The Borrowers agree that each Participant shall
be deemed to have the right of setoff provided in Section 12.1 hereof in respect
to its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 12.1 hereof with respect to the
amount of participating interests sold to each Participant except to the extent
such Participant exercises its right of setoff. The Lenders agree to share with
each Participant, and each Participant, by exercising the right of setoff
provided in Section 12.1 hereof, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such amounts to be
shared in accordance with Section 12.2 as if each Participant were a Lender.

         13.3 Assignments.

         (A) Permitted Assignments. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement (including, without limitation, its Revolving
Loan Commitment, its Debt Purchase Facility Commitment and all Loans owing to
it, all of its participation interests in existing Letters of Credit, and its
obligation to participate in additional Letters of Credit hereunder) in
accordance with the provisions of this Section 13.3. Each assignment shall be of
a constant, and not a varying, ratable percentage of all of the assigning
Lender's rights and obligations under this Agreement. Such assignment shall be
substantially in the form of Exhibit E hereto and shall not be permitted
hereunder unless such assignment is either for all of such Lender's rights and
obligations under the Loan Documents or, without the prior written consent of
the Agent, involves loans and commitments in an aggregate amount of at least
$5,000,000 (which minimum amount may be waived by the Required Lenders after the
occurrence of a Default or Unmatured Event of Default). The consent of the Agent
and, prior to the occurrence of a Default or Unmatured Default, the Borrowers
(which consent, in each such case, shall not be unreasonably withheld), shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender or an Affiliate thereof.

         (B) Effect; Effective Date. Upon (i) delivery to the Agent of a notice
of assignment, substantially in the form attached as Appendix I to Exhibit E
hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section
13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is
not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Agent for
processing such assignment, such assignment shall become effective on the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and Loans and L/C
Obligations under the applicable assignment agreement are "plan assets" as
defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser, if not already a Lender,
shall for all purposes be a Lender party to this Agreement and any other Loan
Documents executed by the



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Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrowers, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Revolving Loan Commitment, Aggregate Debt Purchase Facility
Commitment, Loans and Letter of Credit participations assigned to such
Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to
this Section 13.3(B), the transferor Lender, the Agent and the Borrowers shall
make appropriate arrangements so that replacement Notes are issued to such
transferor Lender and new Notes or, as appropriate, replacement Notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
Revolving Loan Commitment and Debt Purchase Facility Commitment, as adjusted
pursuant to such assignment.

         (C) The Register. The Agent shall maintain at its address referred to
in Section 14.1 a copy of each assignment delivered to and accepted by it
pursuant to this Section 13.3 and a register (the "REGISTER") for the
recordation of the names and addresses of the Lenders and the Commitment of and
principal amount of the Loans owing to, each Lender from time to time and
whether such Lender is an original Lender or the assignee of another Lender
pursuant to an assignment under this Section 13.3. The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrowers and each of its Subsidiaries, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         13.4 Confidentiality. Subject to Section 13.5, the Agent and the
Lenders shall hold all nonpublic information obtained pursuant to the
requirements of this Agreement in accordance with such Person's customary
procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices and in any event may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or representative thereof or pursuant to legal process
and shall require any such Transferee to agree (and require any of its
Transferees to agree) to comply with this Section 13.4. In no event shall the
Agent or any Lender be obligated or required to return any materials furnished
by the Borrowers; provided, however, each prospective Transferee shall be
required to agree that if it does not become a participant or assignee it shall
return all materials furnished to it by or on behalf of the Borrowers in
connection with this Agreement.

         13.5 Dissemination of Information. The Borrowers authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the Borrowers and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.



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<PAGE>

ARTICLE XIV:  NOTICES

         14.1 Giving Notice. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices and other communications provided to
any party hereto under this Agreement or any other Loan Documents shall be in
writing or by telex or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto or at such other address as may
be designated by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid, shall be deemed given when
received; any notice, if transmitted by telex or facsimile, shall be deemed
given when transmitted (answerback confirmed in the case of telexes).

         14.2 Change of Address. The Borrowers, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

ARTICLE XV:  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrowers, the
Agent and the Lenders and each party has notified the Agent by telex or
telephone, that it has taken such action.


                  [Remainder of This Page Intentionally Blank]




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<PAGE>



         IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have
executed and delivered this Agreement by their duly authorized signatories as of
the date first above written.

                                     MARSH SUPERMARKETS, INC.
                                       as a Borrower

                                     By:
                                         --------------------------------------
                                         Name: Douglas W. Dougherty
                                         Title: Senior Vice President, Chief
                                                Financial Officer and Treasurer

                                     Address: 9800 Crosspoint Blvd.
                                              Indianapolis, Indiana 46256

                                     Attention:  Chief Financial Officer
                                     Telephone No.: 317-594-2627
                                     Facsimile No.: 317-594-2704

                                     with a copy of any notices to:

                                     General Counsel
                                     Marsh Supermarkets, Inc.
                                     9800 Crosspoint Boulevard
                                     Indianapolis, Indiana 46256



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<PAGE>


                                     MARSH SUPERMARKETS, LLC
                                       as a Borrower

                                     By:
                                         -----------------------------------
                                         Name: Douglas W. Dougherty
                                         Title: Senior Vice President, Chief
                                                Financial Officer Treasurer

                                     Address: 9800 Crosspoint Blvd.
                                              Indianapolis, Indiana 46256

                                     Attention:  Chief Financial Officer
                                     Telephone No.: 317-594-2627
                                     Facsimile No.: 317-594-2704

                                     with a copy of any notices to:

                                     General Counsel
                                     Marsh Supermarkets, Inc.
                                     9800 Crosspoint Boulevard
                                     Indianapolis, Indiana 46256



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<PAGE>


                                     THE PROVIDENT BANK
                                        as Agent and Arranger and as a Lender


                                     By:
                                          -----------------------------------
                                          Name: Scott J. Brown
                                          Title: Senior Vice President

                                     Address: The Guaranty Building
                                              20 North Meridian Street
                                              Indianapolis, Indiana 46204

                                     Attention:  Scott J. Brown
                                     Telephone No.: 317-822-1700
                                     Facsimile No.: 317-822-9800




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<PAGE>


                                     LASALLE BANK NATIONAL ASSOCIATION
                                        as documentation agent and as a Lender


                                     By:
                                          ------------------------------------
                                          William Lutes
                                          Title: Vice President

                                     Address: One American Square, Suite 1600
                                              Indianapolis, Indiana  46282

                                     Attention: William Lutes
                                     Telephone No.: 317-916-2220
                                     Facsimile No.: 317-756-7021




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<PAGE>


                                     UNION PLANTERS BANK, NATIONAL ASSOCIATION
                                        as a Lender

                                     By:
                                         ------------------------------------
                                         Name: Michael S. Repp
                                         Title: Vice President

                                     Address: One Indiana Square
                                              Suite 227
                                              Indianapolis, Indiana 46204

                                     Attention: Michael S. Repp
                                     Telephone No.: 317-221-6079
                                     Facsimile No.: 317-221-6120






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<PAGE>


                                     OLD NATIONAL BANK, N.A.
                                        as a Lender

                                     By:
                                         --------------------------------
                                         Name: John Travis
                                         Title: Vice President

                                     Address: 101 West Ohio Street
                                              Suite 1400
                                              Indianapolis, Indiana 46204

                                     Attention: John Travis
                                     Telephone No.: 317-229-3245
                                     Facsimile No.: 317-229-3241





                                       85
<PAGE>


                                     FIFTH THIRD BANK, INDIANA
                                        as a Lender

                                     By:
                                         -------------------------------
                                         Name: Tom Witt
                                         Title: Vice President

                                     Address: 251 N. Illinois Street, Suite 1000
                                              Indianapolis, Indiana  46204

                                     Attention: Tom Witt
                                     Telephone No.: 317-383-2414
                                     Facsimile No.: 317-383-2320





                                       86
<PAGE>


                                     FIRST MERCHANTS BANK, N.A.
                                        as a Lender

                                     By:
                                         --------------------------------
                                         Name: Susan R. Laverty
                                         Title: Vice President

                                     Address: P.O. Box 792
                                              Muncie, Indiana 47308-0792

                                     Attention: Susan R. Laverty
                                     Telephone No.: 765-747-1351
                                     Facsimile No.: 765-747-1472





                                       87
<PAGE>


                                     UNION FEDERAL BANK
                                        as a Lender

                                     By:
                                         ---------------------------------
                                         Name: Dale E. Louden
                                         Title: First Vice-President

                                     Address: 45 N. Pennsylvania Street
                                              Suite 600
                                              Indianapolis, Indiana 46204
                                     Attention: Dale E. Louden
                                     Telephone No.: 317-269-4380
                                     Facsimile No.: 317-229-4022






                                       88