<PAGE>
                                                                   EXHIBIT 10.10


                         FOR INFORMATIONAL PURPOSES ONLY
                                                                  CONFORMED COPY
                                         (through and including Fifth Amendment)

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

                                CREDIT AGREEMENT

                                      Among

                               DEAN FOODS COMPANY
                  (formerly known as SUIZA FOODS CORPORATION),
                                  as Borrower,

                   CERTAIN OF THE DOMESTIC SUBSIDIARIES OF THE
                   BORROWER FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                 (formerly known as FIRST UNION NATIONAL BANK),
                            as Administrative Agent,

                                       and

                                  BANK ONE, NA,
                              as Syndication Agent

                                       and

                            WACHOVIA SECURITIES, LLC
                (formerly known as FIRST UNION SECURITIES, INC.)
                                       and
                         BANC ONE CAPITAL MARKETS, INC.,
                   as Co-Lead Arrangers and Joint Book Runners

                                       and

                              FLEET NATIONAL BANK,
                          HARRIS TRUST AND SAVINGS BANK
                                       and
                                 SUNTRUST BANK,
                           as Co-Documentation Agents

                            Dated as of July 31, 2001
                      (as amended as of December 31, 2003)

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


<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>
ARTICLE I DEFINITIONS.............................................................................................2
         Section 1.1  Defined Terms...............................................................................2
         Section 1.2  Other Definitional Provisions..............................................................34
         Section 1.3  Accounting Terms...........................................................................35

ARTICLE II  THE LOANS; AMOUNT AND TERMS..........................................................................35
         Section 2.1 Revolving-1 Loans...........................................................................35
         Section 2.2 Swingline Loan Subfacility..................................................................38
         Section 2.4  Tranche A-1 Term Loan Facility.............................................................46
         Section 2.5  Tranche B-1 Term Loan Facility.............................................................47
         Section 2.7  Reduction of the Revolving-1 Commitments...................................................50
         Section 2.8  Prepayments................................................................................51
         Section 2.9  Minimum Borrowing Amounts and Principal Amounts of Tranches................................54
         Section 2.10  Interest; Interest Payment Dates..........................................................54
         Section 2.11  Conversion Options........................................................................55
         Section 2.12  Computation of Interest and Fees..........................................................55
         Section 2.13  Pro Rata Treatment and Payments...........................................................56
         Section 2.14  Non-Receipt of Funds by the Administrative Agent..........................................58
         Section 2.15  Inability to Determine Interest Rate......................................................59
         Section 2.16  Illegality................................................................................59
         Section 2.17  Requirements of Law.......................................................................60
         Section 2.18  Indemnity.................................................................................61
         Section 2.19  Taxes.....................................................................................62
         Section 2.20  Indemnification; Nature of Issuing Lender's Duties........................................64
         Section 2.21  Defaulting Lenders; Limitation on Claims..................................................65
         Section 2.22  Replacement of Lenders....................................................................66

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................69
         Section 3.1 Financial Condition.........................................................................70
         Section 3.2 No Change...................................................................................70
         Section 3.3 Corporate Existence; Compliance with Law....................................................70
         Section 3.4 Corporate Power; Authorization; Enforceable Obligations.....................................71
         Section 3.5 No Legal Bar; No Default....................................................................71
         Section 3.6 No Material Litigation......................................................................71
         Section 3.7 Government Acts.............................................................................71
         Section 3.8 Margin Regulations..........................................................................72
         Section 3.9 ERISA.......................................................................................72
         Section 3.10 Environmental Matters......................................................................72
         Section 3.11 Purpose of Loans...........................................................................73
         Section 3.12 Subsidiaries...............................................................................74
         Section 3.13 Ownership..................................................................................74
         Section 3.14 Indebtedness...............................................................................74
         Section 3.15 Taxes......................................................................................74
         Section 3.16 Intellectual Property......................................................................74
</Table>


                                        i
<PAGE>



<Table>
<S>                                                                                                            <C>
         Section 3.17 Solvency...................................................................................75
         Section 3.18 Investments................................................................................75
         Section 3.19 Location of Collateral.....................................................................75
         Section 3.20 No Burdensome Restrictions.................................................................75
         Section 3.21 Brokers' Fees..............................................................................76
         Section 3.22 Labor Matters..............................................................................76
         Section 3.23 Security Documents.........................................................................76
         Section 3.24 Consummation of Acquisition................................................................76
         Section 3.25 Material Contracts.........................................................................76
         Section 3.26 Accuracy and Completeness of Information...................................................77
         Section 3.27 Interest Rate Protection...................................................................77

ARTICLE IV  CONDITIONS PRECEDENT.................................................................................77
         Section 4.1 Conditions to Closing Date..................................................................77
         Section 4.2 Conditions to Initial Extensions of Credit..................................................78
         Section 4.3 Conditions to All Extensions of Credit......................................................85

ARTICLE V AFFIRMATIVE COVENANTS..................................................................................86
         Section 5.1 Financial Statements........................................................................86
         Section 5.2 Certificates; Other Information.............................................................88
         Section 5.3 Payment of Obligations......................................................................89
         Section 5.4 Conduct of Business and Maintenance of Existence............................................89
         Section 5.5 Maintenance of Property, Insurance..........................................................89
         Section 5.6 Inspection of Property; Books and Records; Discussions......................................90
         Section 5.7 Notices.....................................................................................90
         Section 5.8 Environmental Laws..........................................................................92
         Section 5.9  Financial Covenants........................................................................93
         Section 5.10  Obligations Regarding Subsidiaries; Additional Subsidiary Guarantors......................94
         Section 5.11  Compliance with Law.......................................................................94
         Section 5.12  Pledged Assets............................................................................94
         Section 5.13  Additional Credit Parties.................................................................95
         Section 5.14  Amendments, Modifications.................................................................96
         Section 5.15  Further Assurances........................................................................96

ARTICLE VI NEGATIVE COVENANTS....................................................................................96
         Section 6.1 Indebtedness................................................................................96
         Section 6.2 Liens.......................................................................................98
         Section 6.3 Nature of Business..........................................................................98
         Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc......................................98
         Section 6.5 Advances, Investments and Loans.............................................................99
         Section 6.6 Transactions with Affiliates...............................................................100
         Section 6.7 Ownership of Subsidiaries; Restrictions....................................................100
         Section 6.8 Fiscal Year; Organizational Documents; Material Contracts..................................100
         Section 6.9 Limitation on Actions......................................................................101
         Section 6.10 Restricted Payments.......................................................................102
         Section 6.11 Payments of Subordinated Debt, etc........................................................102
         Section 6.12 Sale Leasebacks...........................................................................103
         Section 6.13 Use of Proceeds...........................................................................103
         Section 6.14 Senior Notes..............................................................................103
</Table>



                                       ii

<PAGE>

<Table>
<S>                                                                                                            <C>
ARTICLE VII EVENTS OF DEFAULT...................................................................................103
         Section 7.1 Events of Default..........................................................................103
         Section 7.2 Acceleration; Remedies.....................................................................106

ARTICLE VIII THE AGENT..........................................................................................107
         Section 8.1 Appointment................................................................................107
         Section 8.2 Delegation of Duties.......................................................................107
         Section 8.3 Exculpatory Provisions.....................................................................108
         Section 8.4 Reliance by Administrative Agent...........................................................108
         Section 8.5 Notice of Default..........................................................................108
         Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.....................................109
         Section 8.7 Indemnification............................................................................109
         Section 8.8 Administrative Agent in Its Individual Capacity............................................110
         Section 8.9 Successor Administrative Agent.............................................................110
         Section 8.10 Responsibility of other Agents............................................................110

ARTICLE IX MISCELLANEOUS........................................................................................110
         Section 9.1 Amendments, Waivers and Release of Collateral..............................................110
         Section 9.2 Notices....................................................................................113
         Section 9.3 No Waiver; Cumulative Remedies.............................................................113
         Section 9.4 Survival of Representations and Warranties.................................................114
         Section 9.5 Payment of Expenses and Taxes..............................................................114
         Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.................................114
         Section 9.7 Adjustments; Set-off.......................................................................118
         Section 9.8 Table of Contents and Section Headings.....................................................119
         Section 9.9 Counterparts...............................................................................119
         Section 9.10 Effectiveness.............................................................................119
         Section 9.11 Severability..............................................................................120
         Section 9.12 Integration...............................................................................120
         Section 9.13 Governing Law.............................................................................120
         Section 9.14 Consent to Jurisdiction and Service of Process............................................120
         Section 9.15 Confidentiality...........................................................................121
         Section 9.16 Acknowledgments...........................................................................121
         Section 9.17 Waivers of Jury Trial.....................................................................121

ARTICLE X GUARANTY..............................................................................................122
         Section 10.1 The Guaranty..............................................................................122
         Section 10.2 Bankruptcy................................................................................123
         Section 10.3 Nature of Liability.......................................................................123
         Section 10.4 Independent Obligation....................................................................124
         Section 10.5 Authorization.............................................................................124
         Section 10.6 Reliance..................................................................................124
         Section 10.7 Waiver....................................................................................124
         Section 10.8 Limitation on Enforcement.................................................................125
         Section 10.9 Confirmation of Payment...................................................................126
</Table>


                                       iii
<PAGE>


<Table>
<Caption>
SCHEDULES

<S>                                 <C>
Schedule 1.1(a)                     Account Designation Letter
Schedule 1.1(b)                     Investments
Schedule 1.1(c)                     Liens
Schedule 1.1(d)                     Mandatory Cost Formulae
Schedule 2.1(a)                     Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(d)                     Form of Revolving-1 Note
Schedule 2.2(d)                     Form of Swingline Note
Schedule 2.4(c)                     Form of Tranche A-1 Term Note
Schedule 2.5(c)                     Form of Tranche B-1 Term  Note
Schedule 2.11                       Form of Notice of Conversion/Extension
Schedule 2.19                       2.19 Certificate
Schedule 3.1                        Material Contingencies Not Otherwise Shown on Financial Statements
Schedule 3.6                        Litigation
Schedule 3.12                       Subsidiaries
Schedule 3.16                       Intellectual Property
Schedule 3.19(a)                    Real Property Owned by Borrower and its Restricted Subsidiaries
Schedule 3.19(b)                    Locations of Tangible Personal Property
Schedule 3.19(c)                    Chief Executive Offices
Schedule 3.22                       Labor Matters
Schedule 3.25                       Material Contracts
Schedule 4.1(b)                     Form of Secretary's Certificate
Schedule 4.2(f)(ii)                 Significant Mortgaged Properties
Schedule 4.2(j)                     Form of Solvency Certificate
Schedule 5.5(b)                     Insurance
Schedule 5.13                       Form of Joinder Agreement
Schedule 6.1(b)                     Indebtedness
Schedule 9.2                        Lenders' Lending Offices
Schedule 9.6(c)                     Form of Commitment Transfer Supplement
</Table>


                                       iv

<PAGE>


                         FOR INFORMATIONAL PURPOSES ONLY


         CREDIT AGREEMENT, dated as of July 31, 2001, among DEAN FOODS COMPANY
(formerly known as Suiza Foods Corporation), a Delaware corporation (the
"Borrower"), those Domestic Subsidiaries of the Borrower identified as a
"Guarantor" on the signature pages hereto and such other Domestic Subsidiaries
of the Borrower as may from time to time become a party hereto (collectively,
the "Guarantors" and individually, a "Guarantor"), the several banks and other
financial institutions as may from time to time become parties to this Agreement
(collectively, the "Lenders"; and individually, a "Lender"), WACHOVIA BANK,
NATIONAL ASSOCIATION (formerly known as First Union National Bank), a national
banking association, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent"), BANK ONE, NA, a national banking
association, as syndication agent for the Lenders hereunder (in such capacity,
the "Syndication Agent") and FLEET NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK
and SUNTRUST BANK, as co-documentation agents for the Lenders hereunder. *


                                   WITNESSETH:

         WHEREAS, the Borrower proposes: (a) to acquire Dean Foods Company, a
Delaware corporation (the "Acquired Company") and its Subsidiaries pursuant to a
series of transactions in which the Acquired Company will be merged (the
"Merger") with and into a wholly-owned Subsidiary of the Borrower and the former
shareholders of the Acquired Company will receive a combination of both stock
and cash; (b) to acquire all partnership and other ownership interests currently
held by Dairy Farmers of America, Inc. ("DFA") in Suiza Dairy Group, L.P.,
pursuant to a series of transactions in which DFA will receive cash, operating
assets, and certain contingent obligations of the Borrower; (c) to refinance
certain existing funded debt of the Acquired Company, the Borrower and their
respective Subsidiaries (excluding outstanding senior unsecured notes and
certain other indebtedness); (d) to obtain senior bank credit facilities in
connection therewith which will also be used to (i) provide for working capital
and other general corporate purposes of the Borrower and its Subsidiaries; (ii)
to pay accrued quarterly dividends to the shareholders of the Acquired Company
as agreed between the Borrower and the Acquired Company; and (iii) to pay fees,
costs and expenses incurred in connection with the foregoing transactions;

         WHEREAS, in connection with the foregoing, the Borrower has requested
that the Lenders make loans and other financial accommodations to the Borrower
as more particularly described herein; and

         WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:


--------
* This Credit Agreement draft has been conformed to incorporate the provisions
of the First, Second, Third, Fourth and Fifth Amendments thereto, as well as
certain other purely historical changes (e.g., the name change of Suiza Foods
Corporation to Dean Foods Company).


                                       1
<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1  DEFINED TERMS.

         As used in this Agreement, terms defined in the preamble and recitals
to this Agreement have the meanings therein indicated, and the following terms
have the following meanings:

         "Account Designation Letter" shall mean the Notice of Account
Designation Letter dated the Funding Date from the Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule
1.1(a).

         "Acquired Company" shall have the meaning set forth in the first
recital above.

         "Acquisition" shall mean the acquisition of the Acquired Company and
its Subsidiaries by the Borrower and/or one of its wholly-owned Subsidiaries
pursuant to the terms of the Acquisition Documents.

         "Acquisition Documents" shall mean the Merger Agreement, the DFA
Agreement, and each other document executed and delivered in connection with the
consummation of the Acquisition as amended, modified or supplemented from time
to time.

         "Additional Credit Party" shall mean each Person that becomes a
Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

         "Administrative Agent" shall have the meaning set forth in the preamble
to this Agreement and any successors in such capacity.

         "Administrative Agent's Correspondent" shall mean Wachovia Bank,
National Association, London Branch, or any other financial institution
designated by the Administrative Agent to act as its correspondent hereunder
with respect to the distribution and payment of Alternative Currency Loans.

         "Affiliate" shall mean as to any Person, any Person that directly or
indirectly controls, or is under common control with, or is controlled by, such
Person and, if such Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership
or other ownership interests, by contract or otherwise); provided that, in any
event, any Person that owns directly or indirectly securities having 10% or more
of the voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person. Notwithstanding the
foregoing, (a) no individual shall be an Affiliate solely by reason of his or




                                       2
<PAGE>

her being a director, officer or employee of the Borrower or any of its
Subsidiaries, and (b) none of the Restricted Subsidiaries of the Borrower shall
be considered Affiliates. For purposes hereof, all Unrestricted Subsidiaries
shall be considered Affiliates.

         "Agents" shall mean a collective reference to the Administrative Agent
and the Syndication Agent.

         "Agreement" shall mean this Credit Agreement, as amended, modified,
supplemented or restated from time to time in accordance with its terms.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by First Union at its principal office as its prime
rate. Each change in the Prime Rate shall be effective as of the opening of
business on the day such change in the Prime Rate occurs. The parties hereto
acknowledge that the rate announced publicly by First Union as its Prime Rate is
an index or base rate and shall not necessarily be its lowest or best rate
charged to its customers or other banks; and "Federal Funds Effective Rate"
shall mean, for any day, the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published on the
next succeeding Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

         "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

         "Alternative Currency" shall mean (a) euro and (b) with the prior
written consent of each Lender with a Multi-currency Revolving-1 Subcommitment,
any other lawful currency (other than Dollars); provided that such currency is
freely transferable and convertible into Dollars and freely available to each
Lender with a Multi-currency Revolving-1 Subcommitment in the London interbank
deposit market.

         "Alternative Currency Amount" shall mean, with respect to each
Alternative Currency Loan, the amount of such Alternative Currency which is
equivalent to the principal amount in Dollars of such Loan at the most favorable
spot exchange rate determined by the Administrative Agent to be available to it
at approximately 11:00 a.m. (Charlotte time) two (2) Business Days





                                       3
<PAGE>

before such Loan is issued or extended (or to be issued or extended). When used
with respect to any other sum expressed in Dollars, "Alternative Currency
Amount" shall mean the amount of such Alternative Currency which is equivalent
to the amount so expressed in Dollars at the most favorable spot exchange rate
determined by the Administrative Agent to be available to it at the relevant
time.

         "Alternative Currency Loan" shall mean any Multi-currency Revolving-1
Loan denominated in an Alternative Currency.

         "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level (the "Level") then in effect, it being
understood that the Applicable Percentage for (a) Revolving-1 Loans and Tranche
A-1 Term Loans which are Alternate Base Rate Loans shall be the percentage set
forth under the column "Alternate Base Rate Margin for Revolving-1 Loans and
Tranche A-1 Term Loans", (b) Revolving-1 Loans and Tranche A-1 Term Loans which
are LIBOR Rate Loans shall be the percentage set forth under the column "LIBOR
Rate Margin for Revolving-1 Loans, Tranche A-1 Term Loans and the Letter of
Credit Fee", (c) Tranche B-1 Term Loans which are Alternate Base Rate Loans
shall be the percentage set forth under the column "Alternate Base Rate Margin
for Tranche B-1 Term Loans," (d) Tranche B-1 Term Loans which are LIBOR Rate
Loans shall be the percentage set forth under the column "LIBOR Rate Margin for
Tranche B-1 Term Loans", (e) the Letter of Credit Fee shall be the percentage
set forth under the column "LIBOR Rate Margin for Revolving-1 Loans, Tranche A-1
Term Loans and Letter of Credit Fee" and (f) the Commitment Fee shall be the
percentage set forth under the column "Commitment Fee":

<Table>
<Caption>
                                                LIBOR Rate
                                                Margin for
                                 Alternate     Revolving-1
                                 Base Rate        Loans,
                                 Margin for      Tranche       Alternate
                                Revolving-1      A-1 Term      Base Rate      LIBOR Rate
                                 Loans and      Loans and      Margin for     Margin for
                   Leverage       Tranche       Letter of       Tranche        Tranche      Commitment
     Level          Ratio      A-1 Term Loans   Credit Fee  B-1 Term Loans  B-1 Term Loans      Fee
     -----         --------    --------------   ----------  --------------  --------------  ----------
<S>             <C>            <C>             <C>           <C>            <C>             <C>

       I        > or = 3.50 to     0.750%         2.000%         0.750%         2.000%         0.375%
                     1.00

                  < 3.50 to
                   1.00 but
      II        > or = 3.00 to     0.500%         1.750%         0.750%         2.000%         0.375%
                     1.00

                  < 3.00 to
                   1.00 but
      III      > or = 2.50 to      0.250%         1.500%         0.750%         2.000%         0.300%
                     1.00

      IV          < 2.50 to
                     1.00          0.000%         1.250%         0.750%         2.000%         0.250%
</Table>




                                       4
<PAGE>


The Applicable Percentage shall, in each case, be determined and adjusted
quarterly on the date (each an "Interest Determination Date") three (3) Business
Days after the earlier of the date on which the Borrower provides or is required
to provide to the Administrative Agent the annual or quarterly financial
information and certifications in accordance with the provisions of Sections
5.1(a), 5.1(b) and 5.2(c). Such Applicable Percentage shall be effective from
such Interest Determination Date until the next such Interest Determination
Date. If the Borrower shall fail to provide the annual or quarterly financial
information and certifications in accordance with the provisions of Sections
5.1(a), 5.1(b) and 5.2(c), the Applicable Percentage from such Interest
Determination Date shall, on the date five (5) Business Days after the date by
which the Borrower was so required to provide such financial information and
certifications to the Administrative Agent and the Lenders, be based on Level I
until such time as the date which is three (3) Business Days after the date such
information and certifications are provided, whereupon the Level shall be
determined by the then current Leverage Ratio; provided, that with respect to
each LIBOR Rate Loan denominated in an Alternative Currency, the Applicable
Percentage shall be increased by an amount equal to the applicable Mandatory
Cost, as determined pursuant to the relevant formula set forth on Schedule
1.1(d) hereto.

         "Approved Fund" means with respect to any Lender under the Tranche A-1
Term Loan or the Tranche B-1 Term Loan that is a fund that invests in bank
loans, any other fund that invests in commercial loans and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

         "Arrangers" shall mean a collective reference to FUSI and BOCM and
"Arranger" shall mean either of them.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Credit Party or any Restricted
Subsidiary whether by sale, lease, transfer or otherwise; provided, however, the
term "Asset Disposition" shall not include (i) Specified Sales, (ii) the sale,
lease or transfer of assets permitted by Section 6.4(c)(iii) or (iv) hereof, or
(iii) any Equity Issuance.

         "Attributed Principal Amount" means, on any day, with respect to any
Permitted Receivables Financing entered into by any Credit Party, the aggregate
amount (with respect to any such transaction, the "Invested Amount") paid to, or
borrowed by, such Person as of such date under such Permitted Receivables
Financing, minus the aggregate amount received by the applicable Receivables
Financier and applied to the reduction of the Invested Amount under such
Permitted Receivables Financing.

         "Bank One" shall mean Bank One, NA and its successors and assigns.




                                       5
<PAGE>

         "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.

         "BOCM" shall mean Banc One Capital Markets, Inc.

         "Borrower" shall have the meaning set forth in the first paragraph of
this Agreement. "Borrowing Date" shall mean, in respect of any Loan, the date
such Loan is made. "Business" shall have the meaning set forth in Section 3.10.

         "Business Day" shall mean a day

                  (a) other than a Saturday, Sunday or other day on which
         commercial banks in Charlotte, North Carolina or New York, New York are
         authorized or required by law to close;

                  (b) if such day relates to any interest rate settings as to a
         LIBOR Rate Loan denominated in Dollars, any fundings, disbursements,
         settlements and payments in Dollars in respect of any such LIBOR Rate
         Loan, or any other dealings in Dollars to be carried out pursuant to
         this Agreement in respect of any such LIBOR Rate Loan, on which
         dealings in deposits in Dollars are conducted by and between banks in
         the London interbank eurodollar market;

                  (c) if such day relates to any interest rate settings as to a
         LIBOR Rate Loan denominated in euros, any fundings, disbursements,
         settlements and payments in euros in respect of any such LIBOR Rate
         Loan, or any other dealings in euro to be carried out pursuant to this
         Agreement in respect of any such LIBOR Rate Loan, which is a TARGET
         Day;

                  (d) if such day relates to any interest rate settings as to a
         LIBOR Rate Loan denominated in a currency other than Dollars or euros,
         on which dealings in deposits in the relevant currency are conducted by
         and between banks in the London or other applicable offshore interbank
         market for such currency; and

                  (e) if such day relates to any fundings, disbursements,
         settlements and payments in a currency other than Dollars or euro in
         respect of a LIBOR Rate Loan denominated in a currency other than
         Dollars or euro, or any other dealings in any currency other than
         Dollars or euro to be carried out pursuant to this Agreement in respect
         of any such LIBOR Rate Loan (other than any interest rate settings), on
         which banks are open for foreign exchange business in the principal
         financial center of the country of such currency.

         "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.




                                       6
<PAGE>

         "Capital Lease Obligations" shall mean the aggregate principal
component of capitalized lease obligations relating to a Capital Lease
determined in accordance with GAAP.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) 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.

         "Captive Insurance Company" shall mean any Subsidiary of the Borrower
that is organized and subject to regulation as an insurance company, or the
principal purpose of which is to procure insurance for the benefit of the
Borrower and/or its Restricted Subsidiaries.

         "Cash Equivalents" shall mean (i) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (y) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than one year from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any commercial
paper or variable rate notes issued by, or guaranteed by any domestic
corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or
the equivalent thereof) or better by Moody's and maturing within nine months of
the date of acquisition, (iv) repurchase agreements with a bank or trust company
(including a Lender) or a recognized securities dealer having capital and
surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States of America, (v) obligations of any state of the
United States or any political subdivision thereof rated A-1 (or the equivalent
thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody's having maturities of not more than one year from the date of acquisition
thereof, and (vi) auction preferred stock rated in the highest short-term credit
rating category by S&P or Moody's.

         "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert (other than Mr. Gregg L. Engles or any other director or
officer of the Borrower as of the Funding Date), shall have acquired "beneficial
ownership," directly or indirectly, of, or shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation, will result in its or their acquisition of, control over, Voting
Stock of the Borrower (or other securities convertible into such Voting Stock)
representing 20% or more of the combined voting power of all Voting Stock of the
Borrower, or (b) during any period of up to 25 consecutive months, commencing
after the Funding Date, individuals who at the beginning of such 25 month period
were directors of the Borrower (together with any new director whose election by
the Borrower's Board of Directors or whose nomination for election by the




                                       7
<PAGE>

Borrower's shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors of the
Borrower then in office. As used herein, "beneficial ownership" shall have the
meaning provided in Rule 13d-3 of the Securities and Exchange Commission under
the Securities Act of 1934.

         "Closing Date" shall mean the date of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean a collective reference to the collateral which
is identified in, and at any time will be covered by, the Security Documents.

         "Commitment" shall mean the Revolving-1 Commitment, the LOC Commitment,
the Swingline Commitment, the Tranche A-1 Term Loan Commitment and the Tranche
B-1 Term Loan Commitment, individually or collectively, as appropriate.

         "Commitment Fee" shall have the meaning set forth in Section 2.6(a).

         "Commitment Percentage" shall mean the Dollar Revolving-1 Commitment
Percentage, the Multi-currency Revolving-1 Commitment Percentage, the Tranche
A-1 Term Loan Commitment Percentage and/or the Tranche B-1 Term Loan Commitment
Percentage, as appropriate.

         "Commitment Period" shall mean the period from and including the
Funding Date to but not including the Revolving-1 Commitment Termination Date.

         "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

         "Compliance Certificate" shall mean the officer's certificate delivered
pursuant to Section 5.2(c).

         "Consolidated Capital Expenditures" shall mean for any period, all
expenditures of the Borrower and its Restricted Subsidiaries on a consolidated
basis for such period which in accordance with GAAP would be classified as
capital expenditures, including without limitation, Capital Lease Obligations.

         "Consolidated EBITDA" shall mean, for any period, the sum of (i)
Consolidated Net Income for such period, plus (ii) an amount which, in the
determination of Consolidated Net





                                       8
<PAGE>

Income for such period, has been deducted for (A) Consolidated Interest Expense,
(B) total federal, state, local and foreign income, value added and similar
taxes, (C) depreciation, amortization expense and other noncash charges, (D) pro
forma cost savings add-backs resulting from non-recurring charges related to the
Acquisition and other acquisitions to the extent permitted hereunder, as
permitted pursuant to Regulation S-X of the Securities Exchange Act of 1934 or
as approved by the Agents, and (E) other adjustments to Consolidated EBITDA
reasonably acceptable to the Agents. Except as otherwise provided herein, the
applicable period shall be for the four consecutive quarters ending as of the
date of computation.

         "Consolidated Interest Expense" shall mean, for any period, all
interest expense of the Borrower and its Restricted Subsidiaries, including the
interest component under Capital Leases and the implied interest component under
Permitted Receivables Financings, plus net amounts payable (or minus net amounts
receivable) under Hedging Agreements, minus interest income for such period, in
each case as determined in accordance with GAAP. Except as otherwise provided
herein, the applicable period shall be for the four consecutive quarters ending
as of the date of computation.

         "Consolidated Net Income" shall mean, for any period, net income
(excluding extraordinary items) after taxes for such period of the Borrower and
its Restricted Subsidiaries on a consolidated basis, as determined in accordance
with GAAP, including net income attributable to Permitted Acquisitions after
giving effect to such Permitted Acquisitions on a Pro Forma Basis. Except as
otherwise provided herein, the applicable period shall be for the four
consecutive quarters ending as of the date of computation.

         "Consolidated Net Worth" shall mean, as at any date, the sum for the
Borrower and its Subsidiaries (including minority interests in any Person owned
by the Borrower or any of its Subsidiaries), determined on a consolidated basis
without duplication in accordance with GAAP, of (a) the amount of Capital Stock
plus (b) the amount of additional paid in capital plus (c) the amount of
retained earnings (or, in the case of any retained earnings deficit, minus the
amount of such deficit).

         "Contractual Obligation" shall mean, as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, the LOC Documents and the Security
Documents.

         "Credit Party" shall mean any of the Borrower or the Guarantors.

         "Credit Party Obligations" shall mean, without duplication, (i) all of
the obligations of the Credit Parties to the Lenders (including the Issuing
Lender) and the Administrative Agent, whenever arising, under this Agreement,
the Notes or any of the other Credit Documents (including, but not limited to,
any interest accruing after the occurrence of a filing of a petition of
bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (ii) all liabilities and





                                       9
<PAGE>

obligations, whenever arising, owing from the Borrower or any of its Restricted
Subsidiaries under any Hedging Agreement (which such Hedging Agreement is
permitted hereunder) with any Person that is a Lender (or an Affiliate of any
such Lender) hereunder at the time such Hedging Agreement is executed or becomes
a Lender (or an Affiliate of a Person that becomes a Lender) at any time after
such Hedging Agreement was executed (all such obligations with respect to any
such Hedging Agreement, "Hedging Obligations").

         "Debt Issuance" shall mean the issuance of any Indebtedness for
borrowed money by any Credit Party or any of its Restricted Subsidiaries
(excluding, for purposes hereof, any Equity Issuance or any Indebtedness of the
Borrower and its Restricted Subsidiaries permitted to be incurred pursuant to
Section 6.1 hereof (other than Indebtedness permitted to be incurred pursuant to
Section 6.1(j))).

         "Default" shall mean the occurrence of any of the events specified in
Section 7.1, whether or not any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Defaulting Lender" shall mean, at any time, any Lender that, at such
time (a) has failed to make a Loan required pursuant to the terms of this Credit
Agreement, including the funding of a Participation Interest in accordance with
the terms hereof, (b) has failed to pay to the Administrative Agent or any other
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (c) has been deemed insolvent by its principal regulator or has
become subject to a bankruptcy or insolvency proceeding or to a receiver,
trustee or similar official.

         "DFA Agreement" shall mean that certain Securities Purchase Agreement,
dated as of April 4, 2001, among Dean Foods Company (formerly known as Suiza
Foods Corporation), Suiza Dairy Group Holdings, Inc., Suiza Dairy Group, L.P.,
Suiza Southeast, LLC, Dairy Farmers of America, Inc., and, for certain limited
purposes, Mid-Am Capital, L.L.C., as the same may be amended or modified from
time to time.

         "Dollar Amount" shall mean (a) with respect to each Loan made or
continued in Dollars, the principal amount thereof and (b) with respect to each
Loan made or continued in an Alternative Currency, the amount of Dollars which
is equivalent to the principal amount of such Loan, at the most favorable spot
exchange rate determined by the Administrative Agent at approximately 11:00 a.m.
(the time of the Administrative Agent's Correspondent) two (2) Business Days
before such Loan is made or continued (or to be made or continued). When used
with respect to any other sum expressed in an Alternative Currency, "Dollar
Amount" shall mean the amount of Dollars which is equivalent to the amount so
expressed in such Alternative Currency at the most favorable spot exchange rate
determined by the Administrative Agent to be available to it at the relevant
time.

         "Dollar Letter of Credit" shall mean each Letter of Credit issued under
the Dollar Revolving-1 Committed Amount pursuant to Section 2.3(a).




                                       10
<PAGE>

         "Dollar LOC Obligations" shall mean, at any time, the sum of (i) the
maximum amount which is, or at any time thereafter may become, available to be
drawn under Dollar Letters of Credit then outstanding, assuming compliance with
all requirements for drawings referred to in such Dollar Letters of Credit plus
(ii) the aggregate amount of all drawings under Dollar Letters of Credit honored
by the Issuing Lender but not theretofore reimbursed.

         "Dollar Revolving-1 Commitment Percentage" shall mean, for each Lender,
the percentage identified as its Dollar Revolving-1 Commitment Percentage on the
Register, as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 9.6(c).

         "Dollar Revolving-1 Committed Amount" shall mean the sum of the Dollar
Revolving-1 Subcommitments. As of the Fifth Amendment Effective Date, the Dollar
Revolving-1 Committed Amount shall be $800,000,000, as such amount may be
modified from time in accordance with the provisions hereof.

         "Dollar Revolving-1 Loans" shall have the meaning set forth in Section
2.1(a)(i).

         "Dollar Revolving-1 Subcommitment" shall mean, with respect to each
Lender, the amount of such Lender's Revolving-1 Commitment available for Dollar
Revolving-1 Loans in an aggregate principal amount at any time outstanding up to
such Lender's Dollar Revolving-1 Subcommitment as specified in the Register, as
such amount may be reduced from time to time in accordance with the provisions
hereof or in connection with any assignment made in accordance with the
provisions of Section 9.6(c).

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

         "Domestic Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office
of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

         "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "EMU" shall mean economic and monetary union as contemplated in the
Treaty on European Union.

         "EMU Legislation" shall mean legislative measures of the Council of
European Union for the introduction of, change over to or operation of the euro.

         "Environmental Claim" shall mean, with respect to any Person, any
written notice, claim, demand or other communication (collectively, a "claim")
by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response





                                       11
<PAGE>

costs, damages to natural resources or other Property, personal injuries, fines
or penalties arising out of, based on or resulting from (a) the presence, or
release into the environment, of any Hazardous Material at any location, whether
or not owned by such Person, or (b) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law. The term
"Environmental Claim" shall include, without limitation, any claim by any
Governmental Authority for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and any
claim by any third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from the presence of
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment.

         "Environmental Laws" shall mean any and all applicable foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Agreement.

         "Equity Issuance" shall mean any issuance by the Borrower or any of its
Restricted Subsidiaries to any Person which is not a Credit Party of (a) shares
of its Capital Stock, (b) any shares of its Capital Stock pursuant to the
exercise of options (excluding for purposes hereof the issuance of Capital Stock
pursuant to the exercise of stock options held by directors, officers or other
employees or former employees of the Credit Parties or personal representatives
or heirs or beneficiaries of any oil them) or warrants or (C) any shares of its
Capital Stock pursuant to the conversion of any debt securities to equity.

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

         "ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which any Credit Party or any of its Subsidiaries is a member,
(ii) solely for purposes of potential liability under Section 302(c)(11) of
ERISA and Section 412(c)(11) of the Code and the lien created under Section
302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or
(o) of the Code of which any Credit Party or any of its Subsidiaries is a member
and (iii) which are under common control with any Credit Party or any of its
Subsidiaries within the meaning of Section 4001(a)(14) of ERISA.

         "euro" shall mean the single currency to which the Participating Member
States of the European Union have converted.

         "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such




                                       12
<PAGE>

Board as in effect from time to time, or any similar category of liabilities for
a member bank of the Federal Reserve System in New York City.

         "Event of Default" shall mean any of the events specified in Section
7.1; provided, however, that any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Excess Cash Flow" shall mean, with respect to any fiscal year period
of the Borrower and its Restricted Subsidiaries on a consolidated basis, an
amount equal to (a) Consolidated EBITDA for such period minus (b) Consolidated
Capital Expenditures for such period minus (c) Scheduled Funded Debt Payments
made during such period minus (d) Consolidated Interest Expense minus (e)
amounts paid in respect of federal, state, local and foreign income, value added
and similar taxes with respect to such period minus (f) voluntary principal
prepayments of Term Loans made during such period.

         "Excluded Disposition" shall mean the sale, transfer, or other
disposition of (a) any motor vehicles or other equipment no longer used or
useful in the business of the Borrower or any of its Restricted Subsidiaries,
(b) any inventory, materials and other assets in the ordinary course of business
and on ordinary business terms, (c) Permitted Investments described in clause
(a) of the definition thereof and (d) an Investment Tax Credit.

         "Existing Letters of Credit" means the letters of credit outstanding on
the Funding Date and identified on Schedule 1.1(d) hereto.

         "Existing Tranche A-1 Term Loan" shall have the meaning set forth in
Section 2.4 hereof.

         "Existing Tranche B-1 Term Loan" shall have the meaning set forth in
Section 2.5 hereof.

         "Extension of Credit" shall mean, as to any Lender, the making of a
Loan by such Lender or the issuance of, or participation in, a Letter of Credit
by such Lender.

         "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

         "Fee Letter" shall mean the letter agreement dated April 4, 2001
addressed to the Borrower from the Administrative Agent, the Syndication Agent,
First Union Securities, Inc. and Banc One Capital Markets, Inc., as amended,
modified or otherwise supplemented.

         "Fifth Amendment" shall mean that certain Fifth Amendment to Credit
Agreement among the Borrower, the Administrative Agent and the Required Lenders
dated as of December 31, 2003.

         "Fifth Amendment Effective Date" shall mean the date upon which all of
the conditions precedent set forth in the Fifth Amendment shall have been
satisfied.




                                       13
<PAGE>

         "First Tier Foreign Subsidiary" shall mean any direct Foreign
Subsidiary of a Credit Party.

         "First Union" shall mean Wachovia Bank, National Association (formerly
known as First Union National Bank), a national banking association and its
successors and assigns.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Fourth Amendment" shall mean that certain Fourth Amendment to Credit
Agreement among the Borrower, the Administrative Agent and the Lenders dated as
of August 29, 2003.

         "Fourth Amendment Effective Date" shall mean the date upon which all of
the conditions precedent set forth in the Fourth Amendment shall have been
satisfied.

         "Funded Debt" shall mean, with respect to any Person, without
duplication, (a) all Indebtedness of such Person other than Indebtedness of the
types referred to in clause (e), (g), (i) and (m) of the definition of
"Indebtedness" set forth in this Section 1.1, (b) all Funded Debt of others of
the type referred to in clause (a) above secured by (or for which the holder of
such Funded Debt has an existing right, contingent or otherwise, to be secured
by) any Lien on, or payable out of the proceeds of production from, property
owned or acquired by such Person, whether or not the obligations secured thereby
have been assumed, (c) all Guaranty Obligations of such Person with respect to
Funded Debt of the type referred to in clause (a) above of another Person and
(d) Funded Debt of the type referred to in clause (a) above of any partnership
or unincorporated joint venture in which such Person is legally obligated or has
a reasonable expectation of being liable with respect thereto.

         "Funding Date" shall mean the date upon which all the conditions
precedent to funding under Section 4.2 shall have been satisfied, and the
initial Extensions of Credit are made hereunder, which in any event, shall occur
no later than December 31, 2001.

         "FUSI" shall mean Wachovia Securities, LLC (formerly known as First
Union Securities, Inc.).

         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial covenants set out in
Section 5.9 to the provisions of Section 1.3.

         "Government Acts" shall have the meaning set forth in Section 2.18.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.




                                       14
<PAGE>

         "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns.

         "Guaranty" shall mean the guaranty of the Guarantors set forth in
Article X.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements or similar agreements or arrangements) for the benefit of any holder
of Indebtedness of such other Person, (iii) to lease or purchase assets,
securities or services primarily for the purpose of assuring the holder of such
Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof. The amount of any Guaranty
Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made.

         "Hazardous Material" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other equipment
that contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other
materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency values, including, without limitation, any interest rate
swap, cap or collar agreement or similar arrangement between such Person and one
or more counterparties, any foreign currency exchange agreement, currency
protection agreements, or other interest or exchange rate hedging agreements.

         "Hedging Obligation" shall have the meaning set forth in the definition
of Credit Party Obligations.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements





                                       15
<PAGE>

relating to assets purchased by such Person (other than customary reservations
or retentions of title under agreements with suppliers entered into in the
ordinary course of business), (d) all obligations of such Person issued or
assumed as the deferred purchase price of assets or services purchased by such
Person (other than trade debt incurred in the ordinary course of business and
due within six months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements, (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, assets owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed, (g) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person, (h)
the principal portion of all obligations of such Person under Capital Leases,
(i) all obligations of such Person under Hedging Agreements, (j) the maximum
amount of all standby letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration, (l) the principal balance
outstanding under any synthetic lease, tax retention operating lease, accounts
receivable securitization program, off-balance sheet loan or similar off-balance
sheet financing product, including without limitation, the outstanding
Attributed Principal Amount under any Permitted Receivables Financing, and (m)
the Indebtedness of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer.

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Intellectual Property" has the meaning set forth in Section 3.16.

         "Intercreditor Agreement" means the Intercreditor Agreement dated as of
the Funding Date by and between the Administrative Agent and Bank One, NA (Main
Office Chicago) (the "Receivables Agent"), as agent under the Amended and
Restated Receivables Purchase Agreement, dated as of the Funding Date by and
among the Borrower, the Subsidiaries of the Borrower party thereto, the
Receivables Agent and the financial institutions parties thereto, as amended,
modified or supplemented from time to time in accordance with its terms.

         "Interest Coverage Ratio" means, with respect to the Borrower and its
Restricted Subsidiaries on a consolidated basis for the twelve month period
ending on the last day of any fiscal quarter of the Borrower, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Interest Expense. Notwithstanding the
foregoing, for purposes of calculating the Interest Coverage Ratio of the
Borrower and its Restricted Subsidiaries for the first three complete fiscal
quarters to occur after the Funding Date, the interest component thereof shall
be determined by annualizing such component such that for the first complete
fiscal quarter to occur after the Funding Date such component would be
multiplied by four (4), the first two complete fiscal quarters would be




                                       16
<PAGE>

multiplied by two (2) and the first three complete fiscal quarters would be
multiplied by one and one-third (1-1/3).

         "Interest Payment Date" shall mean (a) as to any Alternate Base Rate
Loan or Swingline Loan, the last day of each March, June, September and December
and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an
Interest Period of three months or less, the last day of such Interest Period,
and (c) as to any LIBOR Rate Loan having an Interest Period longer than three
months, the day which is three months after the first day of such Interest
Period and the last day of such Interest Period.

         "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

                  (i) during the Syndication Period, the period commencing on
         the Borrowing Date or conversion date, as the case may be, with respect
         to such LIBOR Rate Loan and ending seven (7) days thereafter; and

                  (ii) initially after the Syndication Period, the period
         commencing on the Borrowing Date or conversion date, as the case may
         be, with respect to such LIBOR Rate Loan and ending one, two, three or
         six months thereafter, as selected by the Borrower in the Notice of
         Borrowing or Notice of Conversion given with respect thereto; and

                  (iii) thereafter, each period commencing on the last day of
         the immediately preceding Interest Period applicable to such LIBOR Rate
         Loan and ending one, two, three or six months thereafter, as selected
         by the Borrower by irrevocable notice to the Administrative Agent not
         less than three Business Days prior to the last day of the then current
         Interest Period with respect thereto;

                  provided that the foregoing provisions are subject to the
         following:

                           (A) if any Interest Period pertaining to a LIBOR Rate
                  Loan would otherwise end on a day that is not a Business Day,
                  such Interest Period shall be extended to the next succeeding
                  Business Day unless the result of such extension would be to
                  carry such Interest Period into another calendar month in
                  which event such Interest Period shall end on the immediately
                  preceding Business Day;

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

                           (C) if the Borrower shall fail to give notice as
                  provided above, the Borrower shall be deemed to have selected
                  an Alternate Base Rate Loan to replace the affected LIBOR Rate
                  Loan;

                           (D) no Interest Period in respect of any Loan shall
                  otherwise extend beyond the applicable Maturity Date for such
                  Loan and, further with regard to the





                                       17
<PAGE>

                  Tranche A-1 Term Loans and the Tranche B-1 Term Loans, no
                  Interest Period shall extend beyond any principal amortization
                  payment date unless the portion of such Tranche A-1 Term Loan
                  or Tranche B-1 Term Loan consisting of Alternate Base Rate
                  Loans together with the portion of such Tranche A-1 Term Loan
                  and Tranche B-1 Term Loan consisting of LIBOR Rate Loans with
                  Interest Periods expiring prior to or concurrently with the
                  date such principal amortization payment date is due, is at
                  least equal to the amount of such principal amortization
                  payment due on such date; and

                           (E) no more than sixteen (16) LIBOR Rate Loans may be
                  in effect at any time. For purposes hereof, LIBOR Rate Loans
                  with different Interest Periods shall be considered as
                  separate LIBOR Rate Loans, even if they shall begin on the
                  same date and have the same duration, although borrowings,
                  extensions and conversions may, in accordance with the
                  provisions hereof, be combined at the end of existing Interest
                  Periods to constitute a new LIBOR Rate Loan with a single
                  Interest Period.

         "Investment" shall mean an investment, in cash or by delivery of assets
made, directly or indirectly in, to or from any Person, whether by acquisition
of shares of Capital Stock, property, assets, indebtedness or other obligations
or securities or by loan, advance, capital contribution or otherwise.

         "Investment Tax Credit" shall mean an investment tax credit to which
the Borrower or any of its Restricted Subsidiaries may be entitled pursuant to
the Puerto Rico Agricultural Tax Incentives Act of 1995.

         "Issuing Lender" means (a) with respect to any Existing Letter of
Credit, the financial institutions shown on Schedule 1.1(d) as the issuer of
such Letter of Credit and (b) with respect to any other Letter of Credit, (i)
First Union or (ii) Bank One, as applicable.

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

         "Lender" shall have the meaning set forth in the first paragraph of
this Agreement.

         "Letter of Credit" means any Existing Letter of Credit and any letter
of credit issued by an Issuing Lender pursuant to the terms hereof, as such
Letters of Credit may be amended, modified, extended, renewed or replaced from
time to time.

         "Letter of Credit Fee" shall have the meaning set forth in Section
2.6(b).

         "Leverage Ratio" shall mean, with respect to the Borrower and its
Restricted Subsidiaries on a consolidated basis for the twelve month period
ending on the last day of any fiscal quarter, the ratio of (a) Funded Debt of
the Borrower and its Restricted Subsidiaries on a consolidated





                                       18
<PAGE>

basis on the last day of such period, minus cash held on a consolidated basis on
such day, to (b) Consolidated EBITDA for such period.

         "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in the Permitted Currency in which
the applicable Loan is denominated at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in the Permitted Currency in which the
applicable Loan is denominated at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest
1/100 of 1%). If, for any reason, neither of such rates is available, then
"LIBOR" shall mean the rate per annum at which, as determined by the
Administrative Agent, the Permitted Currency in which the applicable Loan is
denominated in an amount comparable to such LIBOR Rate Loan are being offered to
leading banks at approximately 11:00 A.M. London time, two (2) Business Days
prior to the commencement of the applicable Interest Period for settlement in
immediately available funds by leading banks in the London interbank market for
a period equal to the Interest Period selected.

         "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

         "LIBOR Rate" shall mean:

         (a) with respect to any LIBOR Rate Loan denominated in Dollars, a rate
per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%)
determined by the Administrative Agent pursuant to the following formula:

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

         and

         (b) with respect to any LIBOR Rate Loan denominated in an Alternative
Currency, a rate per annum (rounded upwards, if necessary, to the next higher
1/100th of 1%) equal to LIBOR.




                                       19
<PAGE>

         "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

         "Loan" shall mean a Revolving-1 Loan, a Swingline Loan, the Tranche A-1
Term Loan and/or the Tranche B-1 Term Loan, as appropriate.

         "LOC Commitment" shall mean the commitment of the Issuing Lenders to
issue Letters of Credit and with respect to each Lender, the commitment of such
Lender to purchase participation interests in the Letters of Credit as provided
in Section 2.3(c), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

         "LOC Committed Amount" shall have the meaning set forth in Section
2.3(a).

         "LOC Obligations" shall mean, collectively, the Dollar LOC Obligations
and the Multi-currency LOC Obligations.

         "LOC Obligations" shall mean, at any time, the sum of (i) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.

         "Mandatory Borrowing" shall have the meaning set forth in Section
2.2(b)(ii).

         "Mandatory Cost" shall mean the percentage rate per annum calculated by
the Administrative Agent in accordance with Schedule 1.1(d) hereto.

         "Mandatory Dollar Borrowing" shall have the meaning set forth in
Section 2.3(e)(i).

         "Mandatory Multi-currency Borrowing" shall have the meaning set forth
in Section 2.3(e)(ii).

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, prospects or financial condition of the
Borrower and its Restricted Subsidiaries (including the Acquired Company and its
Subsidiaries) taken as a whole, (b) the ability of the Borrower and Guarantors,
taken as a whole, to perform their obligations, when such obligations are
required to be performed, under this Agreement, any of the Notes or any other
Credit Document or (c) the validity or enforceability of this Agreement, any of
the Notes or any of the other Credit Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.




                                       20
<PAGE>

         "Material Contract" shall mean any contract or other arrangement,
whether written or oral, to which the Borrower or any of its Restricted
Subsidiaries is a party as to which the breach, nonperformance, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

         "Material Subsidiary" shall mean any Restricted Subsidiary (other than
a Receivables Financing SPC) of a Credit Party with assets of $100,000 or more;
provided, however, if the aggregate assets of Restricted Subsidiaries (other
than Receivables Financing SPCs) that are not Material Subsidiaries at any time
exceeds $1,000,000, the Borrower shall designate one or more of such Restricted
Subsidiaries as Material Subsidiaries such that, after giving effect to such
designations, the aggregate assets of Restricted Subsidiaries (other than
Receivables Financing SPCs) that are not Material Subsidiaries shall be less
than $1,000,000.

         "Maturity Date" shall mean (i) with respect to the Tranche A-1 Term
Loan, the Tranche A-1 Term Loan Maturity Date, (ii) with respect to the Tranche
B-1 Term Loan, the Tranche B-1 Term Loan Maturity Date and (iii) with respect to
the Revolving-1 Loans and Swingline Loans, the Revolving-1 Commitment
Termination Date.

         "Merger Agreement" shall mean that certain Agreement and Plan of Merger
dated as of April 4, 2001 by and among the Borrower, Blackhawk Acquisition Corp.
and the Acquired Company, as the same may be amended or modified from time to
time.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Mortgage Instrument" shall have the meaning set forth in Section
4.2(f). "Mortgage Policies" shall have the meaning set forth in Section 4.2(f).
"Mortgaged Property" shall have the meaning set forth in Section 4.2(f).

         "Multi-currency Letter of Credit" shall mean each Letter of Credit
issued under the Multi-currency Revolving-1 Committed Amount pursuant to Section
2.3(a).

         "Multi-currency LOC Obligations" shall mean, at any time, the sum of
(i) the maximum amount which is, or at any time thereafter may become, available
to be drawn under Multi-currency Letters of Credit then outstanding, assuming
compliance with all requirements for drawings referred to in such Multi-currency
Letters of Credit plus (ii) the aggregate amount of all drawings under
Multi-currency Letters of Credit honored by the Issuing Lender but not
theretofore reimbursed.

         "Multi-currency Revolving-1 Commitment Percentage" shall mean, for each
Lender, the percentage identified as its Multi-currency Revolving-1 Commitment
Percentage on the Register, as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 9.6(c).

         "Multi-currency Revolving-1 Committed Amount" shall mean the sum of the
Multi-currency Revolving-1 Subcommitments. As of the Fifth Amendment Effective
Date, the Multi-




                                       21
<PAGE>

currency Revolving-1 Committed Amount shall be $200,000,000, as such amount may
be modified from time in accordance with the provisions hereof.

         "Multi-currency Revolving-1 Loans" shall have the meaning set forth in
Section 2.1(a)(ii).

         "Multi-currency Revolving-1 Subcommitment" shall mean, with respect to
each Lender, the amount of such Lender's Revolving-1 Commitment available for
Multi-currency Revolving-1 Loans in an aggregate principal amount at any time
outstanding up to such Lender's Multi-currency Revolving-1 Subcommitment as
specified in the Register, as such amount may be reduced from time to time in
accordance with the provisions hereof or in connection with any assignment made
in accordance with the provisions of Section 9.6(c).

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean the aggregate cash proceeds received by
any Credit Party or any Restricted Subsidiary in respect of any Asset
Disposition, Equity Issuance or Debt Issuance, net of (a) direct costs
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions) and (b) taxes paid or payable as a result thereof; it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received by the Borrower or any Restricted Subsidiary in any Asset Disposition,
Equity Issuance or Debt Issuance.

         "Note" or "Notes" shall mean the Revolving-1 Notes, the Swingline Note,
the Tranche A-1 Term Notes and/or the Tranche B-1 Term Notes, collectively,
separately or individually, as appropriate. From and after the Fourth Amendment
Effective Date, some or all of the Loans may not be evidenced by Notes, and
consequently, with respect to any Lender that has made Loans not evidenced by
Notes, any reference to a Revolving-1 Note, Tranche A-1 Term Note, Tranche B-1
Term Note, or Note, shall, as applicable, be deemed to be a reference to the
related Credit Party Obligations that would be represented by such a Revolving-1
Note, Tranche A-1 Term Note, Tranche B-1 Term Note or Note had such Lender
elected to have its Loans represented by Notes.

         "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i).

         "Notice of Conversion/Extension" shall mean the written notice of
extension or conversion as referenced and defined in Section 2.11.

         "Obligations" shall mean, collectively, Loans and LOC Obligations.
"Participant" shall have the meaning set forth in Section 9.6(b).

         "Original Tranche A-1 Term Loan" shall have the meaning set forth in
Section 2.4 hereof.





                                       22
<PAGE>
         "Original Tranche B-1 Term Loan" shall have the meaning set forth in
Section 2.5 hereof.

         "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Swingline Loans as provided in Section 2.2(b)(ii) or
in Letters of Credit as provided in Section 2.3.

         "Participating Member State" shall mean each state so described in any
EMU Legislation.

         "Patent License" shall mean all agreements, whether written or oral,
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule 3.16.

         "Patents" shall mean (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, including, without
limitation, any thereof referred to in Schedule 3.16, and (b) all applications
for letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any thereof referred to in Schedule 3.16.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

         "Permitted Acquisition" shall mean an acquisition by the Borrower or
any of its Restricted Subsidiaries which (i) is an acquisition of a Person or
assets of a Person in a line of business permitted by Section 6.3 hereof, (ii)
is in an amount not greater than $300,000,000 in total cash consideration (after
deducting cash on the balance sheet of the Person acquired or included in the
assets being acquired) for any single acquisition; provided, however, the total
cash consideration (after deducting cash on the balance sheet of the Person
acquired or included in the assets being acquired) for any single acquisition
may exceed $300,000,000 with the consent of the Required Lenders, (iii) is
approved by the Board of Directors or the requisite shareholders of the Person
being acquired or Person transferring the assets being acquired, (iv) if an
acquisition of Capital Stock of a Person, at least 51% of all issued and
outstanding Capital Stock of such Person is acquired, and (v) after giving
effect to such acquisition on a Pro Forma Basis, the Borrower and its Restricted
Subsidiaries are in compliance with each of the financial covenants set forth in
Section 5.9.

         "Permitted Currency" shall mean Dollars or any Alternative Currency, or
each such currency, as the context requires.

         "Permitted Investments" shall mean:

                  (a) cash or Cash Equivalents;

                  (b) Investments outstanding as of the Funding Date and
         identified in Schedule 1.1(b) or other investments outstanding as of
         the Funding Date not exceeding in acquisition cost $20,000,000 in the
         aggregate;




                                       23
<PAGE>

                  (c) Investments by any Subsidiary of the Borrower in the
         Borrower and Investments by any Credit Party or any Restricted
         Subsidiary in any Credit Party or any Restricted Subsidiary (including,
         but not limited to, loans from a Restricted Subsidiary to another
         Restricted Subsidiary).

                  (d) Permitted Acquisitions;

                  (e) operating deposit accounts with depository institutions;

                  (f) Hedging Agreements;

                  (g) (i) Investments permitted under Section 6.4(b) hereof,
         (ii) investments received in connection with a disposition permitted by
         Section 6.4(c) hereof and (iii) indemnities executed in connection with
         the sale of Investment Tax Credits;

                  (h) Investments by the Borrower and its Subsidiaries in the
         Capital Stock of their Subsidiaries to the extent outstanding as of the
         Funding Date;

                  (i) loans and advances to employees in the ordinary course of
         business not exceeding $10,000,000 in the aggregate;

                  (j) deposits to secure bids, tenders, utilities, vendors,
         leases, licenses, statutory obligations, surety and appeal bonds and
         other deposits of like nature arising in the ordinary course of
         business;

                  (k) Investments by any Credit Party in a Receivables Financing
         SPC made in connection with a Permitted Receivables Financing;

                  (l) Investments by the Borrower and its Subsidiaries in a
         Captive Insurance Company in a cumulative amount from the Funding Date
         not to exceed $75,000,000;

                  (m) additional Investments up to but not exceeding $80,000,000
         in the aggregate during each fiscal year, including investments in
         Unrestricted Subsidiaries; provided, however, that notwithstanding the
         foregoing, the Borrower shall be permitted to make additional
         investments in Unrestricted Subsidiaries during any fiscal year in an
         amount equal to the aggregate amount of dividends and other
         distributions received by the Borrower or its Restricted Subsidiaries
         from Unrestricted Subsidiaries and payments of Indebtedness by an
         Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary
         during such fiscal year; and

                  (n) Investments by the Borrower or any of its Restricted
         Subsidiaries, each of which (i) existed before the time of acquisition
         of the Person or assets of the Person who made such investment and (ii)
         was not made in anticipation of such acquisition.




                                       24
<PAGE>

         "Permitted Liens" shall mean:

                  (a) Liens created by or otherwise existing, under or in
         connection with this Agreement or the other Credit Documents in favor
         of the Lenders;

                  (b) Liens in connection with Hedging Agreements, but only (i)
         to the extent such Liens secure Hedging Obligations, (ii) to the extent
         such Liens are on the same collateral as to which the Administrative
         Agent on behalf of the Lenders also has a Lien and (iii) if the
         provider of any such Hedging Agreement and the Lenders shall share pari
         passu in the collateral subject to such Liens;

                  (c) Liens in existence on the Funding Date and listed on
         Schedule 1.1(c);

                  (d) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet delinquent or that are being contested
         in good faith and by appropriate proceedings if, unless the amount
         thereof is not material with respect to it or its financial condition,
         adequate reserves with respect thereto are maintained on the books of
         the Borrower or the affected Subsidiaries, as the case may be, in
         accordance with GAAP;

                  (e) carriers', warehousemen's, mechanics', materialmen's,
         landlord's, repairmen's or other like Liens arising in the ordinary
         course of business that are not overdue for a period of more than 30
         days or that are being contested in good faith and by appropriate
         proceedings;

                  (f) Liens securing judgments but only to the extent for an
         amount and for a period not resulting in an Event of Default under
         Section 7.1(f) hereof;

                  (g) pledges or deposits under worker's compensation,
         unemployment insurance and other social security legislation;

                  (h) deposits or pledges to secure the performance of bids,
         trade contracts (other than for Indebtedness), leases, licenses,
         statutory obligations, surety and appeal bonds, performance bonds and
         other obligations of a like nature incurred in the ordinary course of
         business;

                  (i) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of Property or minor imperfections in title
         thereto that, in the aggregate, are not material in amount, and that 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 the Borrower or any of its Subsidiaries;

                  (j) Liens upon personal Property acquired after the date
         hereof (by purchase, construction or otherwise), or upon other assets
         acquired after the date hereof as a capital expenditure, by the
         Borrower or any of its Subsidiaries, each of which Liens either (i)
         existed on such assets before the time of its acquisition and was not
         created in




                                       25
<PAGE>

         anticipation thereof or (ii) was created solely for the purpose of
         securing Indebtedness representing, or incurred to finance, refinance
         or refund, the cost of such assets; provided that (A) no such Lien
         shall extend to or cover any assets of the Borrower or such Subsidiary
         other than the assets so acquired, (B) the principal amount of
         Indebtedness secured by any such Lien shall at no time exceed the fair
         market value (as determined in good faith by a Responsible Officer of
         the Borrower) of such assets at the time they were acquired, and (C)
         the principal amount of all Indebtedness (other than Indebtedness
         permitted by Section 6.1(c) hereof) secured by such Liens shall not
         exceed $30,000,000 in the aggregate;

                  (k) Liens upon real Property heretofore leased or leased after
         the date hereof (under operating or Capital Leases) in the ordinary
         course of business by the Borrower or any of its Subsidiaries in favor
         of the lessor created at the inception of the lease transaction,
         securing obligations of the Borrower or any of its Subsidiaries under
         or in respect of such lease and extending to or covering only the
         Property subject to such lease and improvements thereon;

                  (l) Liens of sellers or creditors of sellers of farm products
         encumbering such farm products when sold to any of the Borrower or its
         Subsidiaries pursuant to the Food Security Act of 1985 or pursuant to
         similar state laws to the extent such Liens may be deemed to extend to
         the assets of such Person;

                  (m) protective Uniform Commercial Code filings with respect to
         personal Property leased by, or consigned to, any of the Borrower or
         its Subsidiaries;

                  (n) Liens upon assets of Unrestricted Subsidiaries;

                  (o) Liens in favor of a Receivables Financing SPC or
         Receivables Financier created or deemed to exist in connection with a
         Permitted Receivables Financing (including any related filings of any
         financing statements), but only to the extent that any such Lien
         relates to the applicable Transferred Assets actually sold,
         contributed, financed or otherwise conveyed or pledged pursuant to such
         transaction;

                  (p) any extension, renewal or replacement of the foregoing;
         provided, however, that the Liens permitted under this clause (q) shall
         not be spread to cover any additional Indebtedness or assets and the
         principal amount of such Indebtedness shall not be increased;

                  (q) Liens securing Indebtedness to the extent such
         Indebtedness is permitted pursuant to Section 6.1(g) and Section
         6.1(k); and

                  (r) Liens upon personal Property or fixtures granted in
         connection with the energy saving program with Enron Energy Services
         Operations Inc. ("Enron"); provided that (A) no such Lien shall extend
         to or cover any assets of the Borrower or any Subsidiary other than
         assets purchased by Enron and transferred to the Borrower or any




                                       26
<PAGE>

         Subsidiary in connection with that program, and (B) the aggregate value
         of the assets covered by such Liens shall not exceed $50,000,000 in the
         aggregate at any time.

         "Permitted Receivables Financing" shall mean any one or more
receivables financings in which (a) any Credit Party or any Restricted
Subsidiary (i) sells (as determined in accordance with GAAP) any accounts
receivable, notes receivable, rights to future lease payments or residuals
(collectively, together with certain property relating thereto and the right to
collections thereon, being the "Transferred Assets") to any Person that is not a
Subsidiary or Affiliate of the Borrower (with respect to any such transaction,
the "Receivables Financier"), (ii) borrows from such Receivables Financier and
secures such borrowings by a pledge of such Transferred Assets and/or (iii)
otherwise finances its acquisition of such Transferred Assets and, in connection
therewith, conveys an interest in such Transferred Assets to the Receivables
Financier or (b) any Credit Party or any Restricted Subsidiary sells, conveys or
otherwise contributes any Transferred Assets to a Receivables Financing SPC,
which Receivables Financing SPC then (i) sells (as determined in accordance with
GAAP) any such receivables (or an interest therein) to any Receivables
Financier, (ii) borrows from such Receivables Financier and secures such
borrowings by a pledge of such receivables or (iii) otherwise finances its
acquisition of such receivables and, in connection therewith, conveys an
interest in such receivables to the Receivables Financier, provided that (A) the
aggregate Attributed Principal Amount for all such receivables financings shall
not at any time exceed $500,000,000, (B) such receivables financing shall not
involve any recourse to any Credit Party or any Restricted Subsidiary for any
reason other than (x) repurchases of non-eligible receivables or (y)
indemnifications for losses other than credit losses related to the receivables
sold in such financing, (C) the Administrative Agent shall be reasonably
satisfied with the structure of and documentation for any such transaction and
that the terms of such transaction, including the discount at which receivables
are sold, the term of the commitment of the Receivables Financier thereunder and
any termination events, shall be (in the good faith understanding of the
Administrative Agent) consistent with those prevailing in the market for similar
transactions involving a receivables originator/servicer of similar credit
quality and a receivables pool of similar characteristics and (D) the
documentation for such transaction shall not be amended or modified in any
material manner without the prior written approval of the Administrative Agent.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement dated as of the
Funding Date given by the Borrower and certain of the other Credit Parties to
the Administrative Agent, as amended, modified or supplemented from time to time
in accordance with its terms.

         "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.




                                       27
<PAGE>

         "Pro Forma Basis" shall mean, with respect to any Permitted Acquisition
or any dividend made pursuant to Section 6.10(f), that such Permitted
Acquisition or dividend shall be deemed to have occurred or made, as applicable,
as of the first day of the four fiscal-quarter period ending as of the most
recent fiscal quarter end preceding the date of such Permitted Acquisition or
dividend.

         "Pro Forma Opening Statements" shall have the meaning set forth in
Section 4.2(s).

         "Property" shall mean any tangible property or assets, whether real or
personal.

         "Puerto Rico Disposition" shall mean the disposition by the Credit
Parties of substantially all the assets or Capital Stock, or both, of Suiza
Dairy Corporation, Neva Plastics Manufacturing Corp., Suiza Fruit Corporation,
Garrido y Compania, LLC, and Garrido Alto Grande Corp.

         "Purchasing Lenders" shall have the meaning set forth in Section
9.6(c).

         "Real Properties" shall have the meaning set forth in Section 3.10(a).

         "Receivables Financier" shall have the meaning set forth in the
definition of Permitted Receivables Financing.

         "Receivables Financing SPC" shall mean, in respect of any Permitted
Receivables Financing, any Subsidiary or Affiliate of the Borrower to which any
Credit Party sells, contributes or otherwise conveys Transferred Assets in
connection with such Permitted Receivables Financing and each general partner of
any such Subsidiary or Affiliate.

         "Recovery Event" shall mean the receipt by the Borrower or any of its
Restricted Subsidiaries of any cash insurance proceeds or condemnation award
payable by reason of theft, loss, physical destruction or damage, taking or
similar event with respect to any of their respective property or assets.

         "Register" shall have the meaning set forth in Section 9.6(d).

         "Reimbursement Agreement" means any agreement set forth on Schedule
1.1(e) hereto.

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.




                                       28
<PAGE>

         "Required Lenders" shall mean Lenders holding in the aggregate greater
than 50% of (i) the outstanding Loans plus the aggregate unused Revolving-1
Commitments at such time (and Participation Interests therein) (treating for
purposes hereof in the case of Swingline Loans and LOC Obligations, in the case
of the Swingline Lender and the Issuing Lender, only the portion of the
Swingline Loans and the LOC Obligations of the Swingline Lender and the Issuing
Lender, respectively, which is not subject to the Participation Interests of the
other Lenders and, in the case of the Lenders other than the Swingline Lender
and the Issuing Lender, the Participation Interests of such Lenders in Swingline
Loans and LOC Obligations hereunder as direct Obligations of such Lenders) or
(ii) if the Commitments have been terminated, the outstanding Loans and
Participation Interests (including the Participation Interests of the Swingline
Lender in Swingline Loans and the Participation Interests of the Issuing Lender
in any Letters of Credit); provided, however, that if any Lender shall be a
Defaulting Lender at such time, then there shall be excluded from the
determination of Required Lenders, Obligations (including Participation
Interests) owing to such Defaulting Lender and such Defaulting Lender's
Commitments or, after termination of the Commitments, the principal balance of
the Obligations owing to such Defaulting Lender.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, 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.

         "Responsible Officer" of any Person shall mean the President, the Chief
Executive Officer, the Chief Financial Officer or the Vice President/Treasurer
of such Person.

         "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Borrower or any of its Restricted Subsidiaries, now or hereafter
outstanding, (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of Capital Stock of the Borrower or any of its Restricted
Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of the Borrower or any of its
Restricted Subsidiaries, now or hereafter outstanding, or (d) any payment or
prepayment of principal or premium, if any, or interest on, redemption,
purchase, retirement defeasance, sinking fund or similar payment with respect
to, any Subordinated Indebtedness.

         "Restricted Subsidiaries" shall mean the Subsidiaries of the Borrower
other than the Unrestricted Subsidiaries.

         "Revaluation Date" shall mean (a) with respect to any Alternative
Currency Loan, each of the following: (i) each date of a borrowing of such
Alternative Currency Loan, (ii) each date of a continuation of such Alternative
Currency Loan, and (iii) following the occurrence and during the continuance of
an Event of Default, such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require; and (b) with respect to any
Multi-currency Letter of Credit denominated in an Alternative Currency, each of
the following: (i) each date of





                                       29
<PAGE>

issuance of such Multi-currency Letter of Credit, (ii) each date of an amendment
of such Multi-currency Letter of Credit having the effect of increasing the
amount thereof (solely with respect to the increased amount), (iii) each date of
any payment by the Issuing Lender of any drawing under any Multi-currency Letter
of Credit denominated in an Alternative Currency, and (iv) following the
occurrence and during the continuance of an Event of Default, such additional
dates as the Administrative Agent or the L/C Issuer shall determine or the
Required Lenders shall require.

         "Revolving-1 Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to (a) make Dollar Revolving-1 Loans in an aggregate
principal amount at any time outstanding up to such Lender's Dollar Revolving-1
Subcommitment as specified in the Register, and (b) make Multi-currency
Revolving-1 Loans in an aggregate principal amount at any time outstanding up to
such Lender's Multi-currency Revolving-1 Subcommitment as specified in the
Register, in each case, as such amounts may be reduced from time to time in
accordance with the provisions hereof or in connection with any assignment made
in accordance with the provisions of Section 9.6(c).

         "Revolving-1 Commitment Termination Date" shall mean the earlier to
occur of (a) July 15, 2007 or (b) the sixth anniversary of the Closing Date.

         "Revolving-1 Committed Amount" shall mean, collectively, the Dollar
Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed
Amount.

         "Revolving-1 Loans" shall mean, collectively, the Dollar Revolving-1
Loans and the Multi-currency Revolving-1 Loans.

         "Revolving-1 Note" or "Revolving-1 Notes" shall mean the promissory
notes of the Borrower in favor of each of the Lenders evidencing the Revolving-1
Loans provided pursuant to Section 2.1(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc.

         "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Borrower and its Restricted Subsidiaries, the sum of all
scheduled payments of principal on Funded Debt for the applicable period ending
on the date of determination (including the principal component of payments due
on Capital Leases during the applicable period ending on the date of
determination).

         "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

         "Security Agreement" shall mean the Security Agreement dated as of the
Funding Date given by the Borrower and the other Credit Parties to the
Administrative Agent, as amended, modified or supplemented from time to time in
accordance with its terms.




                                       30
<PAGE>

         "Security Documents" shall mean the Security Agreement, the Pledge
Agreement, the Mortgage Instruments, the Intercreditor Agreement and such other
documents executed in connection with the attachment and perfection of the
Administrative Agent's security interests and liens arising thereunder,
including, without limitation, UCC financing statements.

         "Senior Notes" shall mean those certain Senior Debt Securities issued
pursuant to the terms of the Indenture dated as of January 15, 1998 by and
between Dean Foods Company and The Bank of New York, as trustee, and issued
pursuant to the Indenture dated as of January 15, 1995 by and between Dean Foods
Company and Bank of America Illinois, as trustee, in an aggregate principal
amount of $700,000,000.

         "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

         "Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of business, (b)
the sale, transfer, lease or other disposition of obsolete or worn-out property
or assets in the ordinary course of business, (c) the sale, transfer or other
disposition of Permitted Investments described in clause (a) of the definition
thereof, (d) the sale, transfer or other disposition of Capital Stock of
Unrestricted Subsidiaries, and (e) the Puerto Rico Disposition.

         "Subordinated Indebtedness" shall mean any publicly issued Indebtedness
specifically subordinated in right of payment and priority to the Credit Party
Obligations, with customary payment blockage and other provisions, having a
maturity no earlier than the date which is one year after the Tranche B-1 Term
Loan Maturity Date and which shall otherwise be on terms and conditions
reasonably satisfactory to the Agents.

         "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding up to the Swingline Committed Amount, and the commitment of the
Lenders to purchase participation interests in the Swingline Loans as provided
in Section 2.2(b)(ii), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

         "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.2(a).

         "Swingline Lender" shall mean First Union, in its capacity as such.




                                       31
<PAGE>

         "Swingline Loan" or "Swingline Loans" shall have the meaning set forth
in Section 2.2(a).

         "Swingline Note" shall mean the promissory note of the Borrower in
favor of the Swingline Lender evidencing the Swingline Loans provided pursuant
to Section 2.2(d), as such promissory note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

         "Syndication Period" shall mean the period from the Funding Date
through the earlier of (i) the date that is 90 days following the Funding Date
or (ii) the date on which the Arrangers determine in their sole discretion that
syndication is complete.

         "TARGET Day" shall mean any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such
payment system ceases to be operative, such other payment system (if any)
determined by the Administrative Agent to be a suitable replacement) is open for
the settlement of payments in euro.

         "Taxes" shall have the meaning set forth in Section 2.19.

         "Term Loans" shall mean collectively, the Tranche A-1 Term Loans and
the Tranche B-1 Term Loans.

         "Trademark License" shall mean any agreement, written or oral,
providing for the grant by or to a Credit Party of any right to use any
Trademark, including, without limitation, any thereof referred to in Schedule
3.16.

         "Trademarks" shall mean (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade dress and
service marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule 3.16, and (b) all renewals
thereof, including, without limitation, any thereof referred to in Schedule
3.16.

         "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

         "Tranche A-1 Term Loan" shall have the meaning set forth in Section
2.4(a).

         "Tranche A-1 Term Loan Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make its portion of the Tranche A-1
Term Loan in a principal amount equal to such Lender's Tranche A-1 Term Loan
Commitment Percentage of the Tranche A-1 Term Loan Committed Amount (and for
purposes of making determinations of Required






                                       32
<PAGE>

Lenders hereunder after the Closing Date, the principal amount outstanding on
the Tranche A-1 Term Loan).

         "Tranche A-1 Term Loan Commitment Percentage" shall mean, for any
Lender, the percentage identified as its Tranche A-1 Term Loan Commitment
Percentage on the Register, as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 9.6.

         "Tranche A-1 Term Loan Committed Amount" shall have the meaning set
forth in Section 2.4(a).

         "Tranche A-1 Term Loan Maturity Date" shall mean the earlier to occur
of (a) July 15, 2007 and (b) the sixth anniversary of the Closing Date.

         "Tranche A-1 Term Note" or "Tranche A-1 Term Notes" shall mean the
promissory notes of the Borrower in favor of each of the Lenders evidencing the
portion of the Tranche A-1 Term Loan provided pursuant to Section 2.4(c),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time.

         "Tranche B-1 Term Loan" shall have the meaning set forth in Section
2.5(a).

         "Tranche B-1 Term Loan Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make its portion of the Tranche B-1
Term Loan in a principal amount equal to such Lender's Tranche B-1 Term Loan
Commitment Percentage of the Tranche B-1 Term Loan Committed Amount (and for
purposes of making determinations of Required Lenders hereunder after the
Closing Date, the principal amount outstanding on the Tranche B-1 Term Loan).

         "Tranche B-1 Term Loan Commitment Percentage" shall mean, for any
Lender, the percentage identified as its Tranche B-1 Term Loan Commitment
Percentage on the Register, as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 9.6.

         "Tranche B-1 Term Loan Committed Amount" shall have the meaning set
forth in Section 2.5(a).

         "Tranche B-1 Term Loan Maturity Date" shall mean the earlier to occur
of (a) July 15, 2008 and (b) the seventh anniversary of the Closing Date.

         "Tranche B-1 Term Note" or "Tranche B-1 Term Notes" shall mean the
promissory notes of the Borrower in favor of each of the Lenders evidencing the
portion of the Tranche B-1 Term Loan provided pursuant to Section 2.5(c),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time.




                                       33
<PAGE>

         "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

         "Transferred Assets" shall have the meaning set forth in the definition
of Permitted Receivables Financing.

         "2.19 Certificate" shall have the meaning set forth in Section 2.19.

         "Treaty on European Union" shall mean the Treaty of Rome of March 25,
1957, as amended by the Single European Act of 1986 and the Maastricht Treaty
(signed February 7, 1992), as amended from time to time.

         "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

         "Unrestricted Subsidiaries" shall mean (a) Suiza International Holding
Company and its Subsidiaries (including Suiza Netherlands, B.V., Leche Celta,
S.L., and Lacteos de Santander, S.A.), (b) Continental Can Company, Inc., and
its Subsidiaries (including Dixie Holding, Inc., and Franklin Plastics, Inc.),
(c) on and after the Funding Date, E.B.I Foods, Ltd. and its Subsidiaries, (d)
each Captive Insurance Company and (e) any other Subsidiary of the Borrower
designated as such in writing, with the reasonable consent of the Agents. [NOTE:
PURSUANT TO THE TERMS OF THE FIFTH AMENDMENT, DEAN INTERNATIONAL HOLDING COMPANY
(FORMERLY KNOWN AS SUIZA INTERNATIONAL HOLDING COMPANY) AND ITS SUBSIDIARIES
WERE DESIGNATED AS "RESTRICTED SUBSIDIARIES".]

         "Updated Projections" shall have the meaning set forth in Section
4.2(q).

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         SECTION 1.2 OTHER DEFINITIONAL PROVISIONS.

                  (a) Unless otherwise specified therein, all terms defined in
         this Agreement shall have such defined meanings when used in the Notes
         or other Credit Documents or any certificate or other document made or
         delivered pursuant hereto.

                  (b) The words "hereof", "herein" and "hereunder" and words of
         similar import when used in this Agreement shall refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement, and Section, subsection, Schedule and Exhibit references are
         to this Agreement unless otherwise specified.

                  (c) The word "including" is by way of example and not
         limitation.




                                       34
<PAGE>

                  (d) The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.

         SECTION 1.3 ACCOUNTING TERMS.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower notifies the Administrative Agent that it wishes
to amend any covenant in Section 5.9 to eliminate the effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Borrower that the Required Lenders wish to amend Section 5.9 for such
purpose), then the Credit Parties' compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Required Lenders.

         The Borrower shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.


                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

         SECTION 2.1 REVOLVING-1 LOANS

         (a)      Revolving-1 Commitment.

                           (i) Dollar Revolving-1 Loans. During the Commitment
                  Period, subject to the terms and conditions hereof, each
                  Lender with a Dollar Revolving-1 Subcommitment severally
                  agrees to make revolving credit loans in Dollars ("Dollar
                  Revolving-1 Loans") to the Borrower from time to time for the
                  purposes hereinafter set forth; provided, however, that (i)
                  with regard to each Lender individually, the sum of such
                  Lender's share of outstanding Dollar Revolving-1 Loans plus
                  such Lender's Dollar Revolving-1 Commitment Percentage of
                  Swingline Loans plus such Lender's Dollar Revolving-1
                  Commitment Percentage of Dollar LOC Obligations shall not
                  exceed such Lender's Dollar Revolving-1 Subcommitment and (ii)
                  with regard to the Lenders collectively, the sum of the
                  aggregate amount of outstanding Dollar Revolving-1 Loans plus
                  Swingline Loans





                                       35
<PAGE>

                  plus Dollar LOC Obligations shall not exceed the Dollar
                  Revolving-1 Committed Amount. Dollar Revolving-1 Loans may
                  consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a
                  combination thereof, as the Borrower may request, and may be
                  repaid and reborrowed in accordance with the provisions
                  hereof. LIBOR Rate Loans shall be made by each Lender at its
                  LIBOR Lending Office and Alternate Base Rate Loans at its
                  Domestic Lending Office.

                           (ii) Multi-currency Revolving-1 Loans. During the
                  Commitment Period, subject to the terms and conditions hereof,
                  each Lender with a Multi-currency Revolving-1 Subcommitment
                  severally agrees to make revolving credit loans in a Permitted
                  Currency ("Multi-currency Revolving-1 Loans") to the Borrower
                  from time to time for the purposes hereinafter set forth;
                  provided, however, that (i) with regard to each Lender
                  individually, the sum of the Dollar Amount of such Lender's
                  share of outstanding Multi-currency Revolving-1 Loans plus
                  such Lender's Multi-currency Revolving-1 Commitment Percentage
                  of the Dollar Amount of Multi-currency LOC Obligations shall
                  not exceed such Lender's Multi-currency Revolving-1
                  Subcommitment and (ii) with regard to the Lenders
                  collectively, the sum of the aggregate Dollar Amount of
                  outstanding Multi-currency Revolving-1 Loans plus the Dollar
                  Amount of Multi-currency LOC Obligations shall not exceed the
                  Multi-currency Revolving-1 Committed Amount. Multi-currency
                  Revolving-1 Loans denominated in Dollars may consist of
                  Alternate Base Rate Loans or LIBOR Rate Loans, or a
                  combination thereof, as the Borrower may request, and may be
                  repaid and reborrowed in accordance with the provisions
                  hereof. Alternative Currency Loans must be LIBOR Rate Loans,
                  shall be funded in an amount equal to the Alternative Currency
                  Amount of such Alternative Currency Loan and may be repaid and
                  reborrowed in accordance with the provisions hereof. LIBOR
                  Rate Loans shall be made by each Lender at its LIBOR Lending
                  Office and Alternate Base Rate Loans at its Domestic Lending
                  Office.

         (b)      Revolving-1 Loan Borrowings.

                           (i) Notice of Borrowing. The Borrower shall request
                  Revolving-1 Loans by written notice (or telephone notice
                  promptly confirmed in writing which confirmation may be by
                  fax) to the Administrative Agent not later than 1:30 P.M.
                  (Charlotte, North Carolina time) (A) on the date of the
                  requested borrowing in the case of Alternate Base Rate Loans,
                  (B) on the third Business Day prior to the date of the
                  requested borrowing in the case of LIBOR Rate Loans
                  denominated in Dollars and (C) on the fourth Business Day
                  prior to the date of the requested borrowing in the case of
                  Alternative Currency Loans. Each such request for borrowing
                  shall be irrevocable and shall specify (1) that a Revolving-1
                  Loan is requested, (2) the date of the requested borrowing
                  (which shall be a Business Day), (3) the aggregate principal
                  amount to be borrowed, (4) whether the borrowing is to be made
                  under the Dollar Revolving-1 Subcommitment or the
                  Multi-currency Revolving-1 Subcommitment, (5) if such
                  borrowing is to be made under the Multi-currency Revolving-1
                  Subcommitment, whether the borrowing





                                       36
<PAGE>

                  shall be denominated in Dollars or an Alternative Currency,
                  (6) if such borrowing is denominated in Dollars, whether the
                  borrowing shall be comprised of Alternate Base Rate Loans,
                  LIBOR Rate Loans or a combination thereof, and (7) if LIBOR
                  Rate Loans are requested, the Interest Period(s) therefor. A
                  form of Notice of Borrowing (a "Notice of Borrowing") is
                  attached hereto as Schedule 2.1(b)(i). If the Borrower shall
                  fail to specify in any such Notice of Borrowing (I) an
                  applicable Interest Period in the case of a LIBOR Rate Loan,
                  then such notice shall be deemed to be a request for an
                  Interest Period of one month, (II) the Type of Revolving-1
                  Loan requested, then such notice shall be deemed to be a
                  request for an Alternate Base Rate Loan, or (III) the
                  applicable portion for the Revolving-1 Loan requested, then
                  such notice shall be deemed to be a request for first, a
                  Dollar Revolving-1 Loan (up to the Dollar Revolving-1
                  Committed Amount), and then a Multi-currency Revolving-1 Loan
                  denominated in Dollars (up to the Multi-currency Revolving-1
                  Committed Amount). The Administrative Agent shall give notice
                  to each Lender promptly upon receipt of each Notice of
                  Borrowing, the contents thereof and each such Lender's share
                  thereof.

                           (ii) Advances of Revolving-1 Loans Denominated in
                  Dollars. Each Lender will make its Dollar Revolving-1
                  Commitment Percentage of each Dollar Revolving-1 Loan
                  borrowing, or its Multi-currency Revolving-1 Commitment
                  Percentage of each Multi-currency Revolving-1 Loan borrowing
                  denominated in Dollars, as applicable, available to the
                  Administrative Agent for the account of the Borrower at the
                  office of the Administrative Agent specified in Section 9.2,
                  or at such other office as the Administrative Agent may
                  designate in writing, by 4:00 P.M. (Charlotte, North Carolina
                  time) on the date specified in the applicable Notice of
                  Borrowing in Dollars and in funds immediately available to the
                  Administrative Agent. Such borrowing will then be made
                  available to the Borrower by the Administrative Agent by
                  crediting the account of the Borrower on the books of such
                  office with the aggregate of the amounts made available to the
                  Administrative Agent by the Lenders and in like funds as
                  received by the Administrative Agent.

                           (iii) Advances of Alternative Currency Loans. Each
                  Lender will make its Multi-currency Revolving-1 Commitment
                  Percentage of the Alternative Currency Amount of each
                  Alternative Currency Loan borrowing available to the
                  Administrative Agent for the account of the Borrower at the
                  office of the Administrative Agent's Correspondent specified
                  in Section 9.2, or at such other office as the Administrative
                  Agent may designate in writing, by 11:00 A.M. (the time of the
                  Administrative Agent's Correspondent) on the date specified in
                  the applicable Notice of Borrowing in the Alternative Currency
                  of the Alternative Currency Loan to be made and in funds
                  immediately available to the Administrative Agent. Such
                  borrowing will then be made available to the Borrower by the
                  Administrative Agent by crediting the account of the Borrower
                  on the books of such office with the aggregate of the amounts
                  made available to the Administrative Agent by the Lenders and
                  in like funds as received by the Administrative Agent.





                                       37
<PAGE>

                  (c) Repayment. The principal amount of all Revolving-1 Loans
         shall be due and payable in full, in the currency in which each
         Revolving-1 Loan was initially funded, on the Revolving-1 Commitment
         Termination Date.

                  (d) Revolving-1 Notes. Each Lender's Revolving-1 Loans may, at
         the election of such Lender, of the Borrower to such Lender in the
         original amount of such Lender's Revolving-1 Commitment and in
         substantially the form of Schedule 2.1(d).

         SECTION 2.2 SWINGLINE LOAN SUBFACILITY

                  (a) Swingline Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, the Swingline Lender, in
         its individual capacity, agrees to make certain revolving credit loans
         to the Borrower (each a "Swingline Loan" and, collectively, the
         "Swingline Loans") for the purposes hereinafter set forth; provided,
         however, (i) the aggregate amount of Swingline Loans outstanding at any
         time shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (the
         "Swingline Committed Amount"), and (ii) the sum of the aggregate amount
         of outstanding Dollar Revolving-1 Loans plus Swingline Loans plus
         Dollar LOC Obligations shall not exceed the Dollar Revolving-1
         Committed Amount. Swingline Loans hereunder may be repaid and
         reborrowed in accordance with the provisions hereof.

                  (b) Swingline Loan Borrowings.

                           (i) Notice of Borrowing and Disbursement. The
                  Swingline Lender will make Swingline Loans available to the
                  Borrower on any Business Day upon request made by the Borrower
                  not later than 4:00 P.M. (Charlotte, North Carolina time) on
                  such Business Day. A request for a Swingline Loan borrowing
                  shall be made in the form of a Notice of Borrowing with
                  appropriate modifications. Swingline Loan borrowings hereunder
                  shall be made in minimum amounts of $100,000 and integral
                  multiples of $100,000 in excess thereof.

                           (ii) Repayment of Swingline Loans. Each Swingline
                  Loan borrowing shall be due and payable on or before the fifth
                  Business Day after the date on which such Swingline Loan
                  borrowing is made or such later date to which the Swingline
                  Lender and Borrower agree and, in any event, on the Maturity
                  Date. The Swingline Lender may, at any time, in its sole
                  discretion, by written notice to the Borrower and the
                  Administrative Agent, demand repayment of its Swingline Loans
                  by way of a Dollar Revolving-1 Loan borrowing, in which case
                  the Borrower shall be deemed to have requested a Dollar
                  Revolving-1 Loan borrowing comprised entirely of Alternate
                  Base Rate Loans in the amount of such Swingline Loans;
                  provided, however, that, in the following circumstances, any
                  such demand shall also be deemed to have been given one
                  Business Day prior to each of (i) the Maturity Date, (ii) the
                  occurrence of any Event of Default described in Section
                  7.1(e), (iii) upon acceleration of the Credit Party
                  Obligations hereunder, whether on account of an Event of
                  Default described in Section 7.1(e)





                                       38
<PAGE>

                  or any other Event of Default, and (iv) the exercise of
                  remedies in accordance with the provisions of Section 7.2
                  hereof (each such Dollar Revolving-1 Loan borrowing made on
                  account of any such deemed request therefor as provided herein
                  being hereinafter referred to as a "Mandatory Borrowing").
                  Each Lender with a Dollar Revolving-1 Subcommitment hereby
                  irrevocably agrees to make such Dollar Revolving-1 Loans
                  promptly upon any such request or deemed request on account of
                  each Mandatory Borrowing in the amount and in the manner
                  specified in the preceding sentence and on the same such date
                  notwithstanding (I) the amount of Mandatory Borrowing may not
                  comply with the minimum amount for borrowings of Dollar
                  Revolving-1 Loans otherwise required hereunder, (II) whether
                  any conditions specified in Section 4.2 are then satisfied,
                  (III) whether a Default or an Event of Default then exists,
                  (IV) failure of any such request or deemed request for Dollar
                  Revolving-1 Loans to be made by the time otherwise required in
                  Section 2.1(b)(i), (V) the date of such Mandatory Borrowing,
                  or (VI) any reduction in the Dollar Revolving-1 Committed
                  Amount or termination of the Dollar Revolving-1 Subcommitments
                  immediately prior to such Mandatory Borrowing or
                  contemporaneously therewith. In the event that any Mandatory
                  Borrowing cannot for any reason be made on the date otherwise
                  required above (including, without limitation, as a result of
                  the commencement of a proceeding under the Bankruptcy Code
                  with respect to the Borrower), then each Lender with a Dollar
                  Revolving-1 Subcommitment hereby agrees that it shall
                  forthwith purchase (as of the date the Mandatory Borrowing
                  would otherwise have occurred, but adjusted for any payments
                  received from the Borrower on or after such date and prior to
                  such purchase) from the Swingline Lender such participations
                  in the outstanding Swingline Loans as shall be necessary to
                  cause each such Lender to share in such Swingline Loans
                  ratably based upon its respective Dollar Revolving-1
                  Commitment Percentage (determined before giving effect to any
                  termination of the Commitments pursuant to Section 7.2),
                  provided that (A) all interest payable on the Swingline Loans
                  shall be for the account of the Swingline Lender until the
                  date as of which the respective participation is purchased,
                  and (B) at the time any purchase of participations pursuant to
                  this sentence is actually made, the purchasing Lender shall be
                  required to pay to the Swingline Lender interest on the
                  principal amount of such participation purchased for each day
                  from and including the day upon which the Mandatory Borrowing
                  would otherwise have occurred to but excluding the date of
                  payment for such participation, at the rate equal to, if paid
                  within two (2) Business Days of the date of the Mandatory
                  Borrowing, the Federal Funds Effective Rate, and thereafter at
                  a rate equal to the Alternate Base Rate.

                  (c) Interest on Swingline Loans. Subject to the provisions of
         Section 2.10(b), Swingline Loans shall bear interest at a per annum
         rate equal to the lesser of (i) the Alternate Base Rate plus the
         Applicable Percentage for Dollar Revolving-1 Loans that are Alternate
         Base Rate Loans or (ii) a rate agreed upon by the Swingline Lender and
         the Borrower. Interest on Swingline Loans shall be payable in arrears
         on each Interest Payment Date.




                                       39
<PAGE>

                  (d) Swingline Note. The Swingline Loans may, at the election
         of such Lender, of the Borrower to the Swingline Lender in the original
         amount of the Swingline Committed Amount and substantially in the form
         of Schedule 2.2(d).

         SECTION 2.3  LETTER OF CREDIT SUBFACILITY.

                  (a) Issuance. The Existing Letters of Credit have been
         previously issued by the applicable Issuing Lender and subject to the
         terms and conditions hereof and of the LOC Documents, if any, and any
         other terms and conditions which the applicable Issuing Lender may
         reasonably require, during the Commitment Period the applicable Issuing
         Lender shall issue, and the Lenders having a Revolving-1 Commitment
         shall participate in, Letters of Credit for the account of the Borrower
         from time to time upon request in a form acceptable to the applicable
         Issuing Lender; provided, however, that (i) the aggregate Dollar Amount
         of all LOC Obligations shall not at any time exceed TWO HUNDRED FIFTY
         MILLION DOLLARS ($250,000,000) (the "LOC Committed Amount"), (ii) the
         sum of the aggregate amount of Dollar Revolving-1 Loans plus Swingline
         Loans plus Dollar LOC Obligations shall not at any time exceed the
         Dollar Revolving-1 Committed Amount, (iii) the sum of the aggregate
         Dollar Amount of Multi-currency Revolving-1 Loans plus the Dollar
         Amount of Multi-currency LOC Obligations shall not at any time exceed
         the Multi-currency Revolving-1 Committed Amount, (iv) all Dollar
         Letters of Credit shall be denominated in Dollars, (v) all
         Multi-currency Letters of Credit shall be denominated in a Permitted
         Currency, and (vi) all Letters of Credit shall be issued for lawful
         corporate purposes and may be issued as standby letters of credit,
         including in connection with workers' compensation and other insurance
         programs, and trade letters of credit. Except as otherwise expressly
         agreed upon by the applicable Issuing Lender and the Administrative
         Agent, no Letter of Credit shall have an original expiry date more than
         twelve (12) months from the date of issuance; provided, however, (i) so
         long as no Default or Event of Default has occurred and is continuing
         and subject to the other terms and conditions to the issuance of
         Letters of Credit hereunder, the expiry dates of Letters of Credit may
         be extended annually or periodically from time to time on the request
         of the Borrower or by operation of the terms of the applicable Letter
         of Credit to a date not more than twelve (12) months from the date of
         extension; and (ii) a Letter of Credit may have an expiration date more
         than one year from the date of issuance if required under related
         industrial revenue bond documents and agreed to by the applicable
         Issuing Lender; provided, further, that no Letter of Credit, as
         originally issued or as extended, shall have an expiry date extending
         beyond the date which is five (5) Business Days prior to the
         Revolving-1 Commitment Termination Date. Each Letter of Credit shall
         comply with the related LOC Documents. The issuance and expiry date of
         each Letter of Credit shall be a Business Day. All Existing Letters of
         Credit shall, as of the Funding Date, be deemed to have been issued
         pursuant hereto as "Letters of Credit" hereunder and subject to and
         governed by the terms and conditions of this Credit Agreement. It is
         hereby further agreed that any Existing Letter of Credit which is
         issued by an Issuing







                                       40
<PAGE>

         Lender other than First Union or Bank One shall not be renewed and will
         be replaced upon its expiration with a Letter of Credit issued by First
         Union or Bank One, as the case may be, in its capacity as an Issuing
         Lender hereunder. All Letters of Credit issued and outstanding as of
         the Fifth Amendment Effective Date shall be deemed to be Dollar Letters
         of Credit.

                  (b) Notice and Reports. The request for the issuance of a
         Letter of Credit shall be submitted to the applicable Issuing Lender
         and the Administrative Agent (i) at least three (3) Business Days prior
         to the requested date of issuance of a Letter of Credit denominated in
         Dollars and (ii) at least four (4) Business Days prior to the requested
         date of issuance of a Letter of Credit denominated in an Alternative
         Currency, and shall specify (A) whether the Letter of Credit is to be
         issued as a Dollar Letter of Credit or a Multi-currency Letter of
         Credit and (B) if such Letter of Credit is to be issued as a
         Multi-currency Letter of Credit, whether the Letter of Credit shall be
         denominated in Dollars or an Alternative Currency. Each Issuing Lender
         will promptly upon request provide to the Administrative Agent for
         dissemination to the Lenders a detailed report specifying the Dollar
         Letters of Credit and Multi-currency Letters of Credit which are then
         issued and outstanding by such Issuing Lender and any activity with
         respect thereto which may have occurred since the date of any prior
         report, and including therein, among other things, the account party,
         the beneficiary, the face amount, expiry date as well as any payments
         or expirations which may have occurred. Each Issuing Lender will
         further provide to the Administrative Agent promptly upon request
         copies of the Letters of Credit issued by such Issuing Lender. Each
         Issuing Lender will provide to the Administrative Agent promptly upon
         request a summary report of the nature and extent of LOC Obligations
         then outstanding related to the Letters of Credit issued by such
         Issuing Lender.

                  (c) Participations.

                           (i) Dollar Letters of Credit. Each Lender with a
         Dollar Revolving-1 Subcommitment, upon issuance of a Dollar Letter of
         Credit (other than a Dollar Letter of Credit in an original face amount
         of less than $1,000,000), shall be deemed to have purchased without
         recourse a risk participation from the applicable Issuing Lender in
         such Dollar Letter of Credit (including each Existing Letter of Credit)
         and the obligations arising thereunder and any collateral relating
         thereto, in each case in an amount equal to its Dollar Revolving-1
         Commitment Percentage of the obligations under such Dollar Letter of
         Credit (including each Existing Letter of Credit) and shall absolutely,
         unconditionally and irrevocably assume, as primary obligor and not as
         surety, and be obligated to pay to the applicable Issuing Lender
         therefor and discharge when due, its Dollar Revolving-1 Commitment
         Percentage of the obligations arising under such Dollar Letter of
         Credit, unless the applicable Issuing Lender acted with gross
         negligence or willful misconduct in issuing such Dollar Letter of
         Credit.




                                       41
<PAGE>

                           (ii) Multi-currency Letters of Credit. Each Lender
         with a Multi-currency Revolving-1 Subcommitment, upon issuance of a
         Multi-currency Letter of Credit (other than a Multi-currency Letter of
         Credit in an original face amount of less than $1,000,000), shall be
         deemed to have purchased without recourse a risk participation from the
         applicable Issuing Lender in such Multi-currency Letter of Credit and
         the obligations arising thereunder and any collateral relating thereto,
         in each case in an amount equal to its Multi-currency Revolving-1
         Commitment Percentage of the obligations under such Multi-currency
         Letter of Credit and shall absolutely, unconditionally and irrevocably
         assume, as primary obligor and not as surety, and be obligated to pay
         to the applicable Issuing Lender therefor and discharge when due, its
         Multi-currency Revolving-1 Commitment Percentage of the obligations
         arising under such Multi-currency Letter of Credit, unless the
         applicable Issuing Lender acted with gross negligence or willful
         misconduct in issuing such Multi-currency Letter of Credit.

                           (iii) Without limiting the scope and nature of each
         Lender's participation in any Letter of Credit, to the extent that an
         Issuing Lender has not been reimbursed as required hereunder or under
         any LOC Document, each such Lender shall pay to such Issuing Lender its
         Dollar Revolving-1 Commitment Percentage or Multi-currency Revolving-1
         Commitment Percentage, as applicable, of such unreimbursed drawing in
         same day funds on the day of notification by such Issuing Lender of an
         unreimbursed drawing pursuant to the provisions of subsection (d) below
         if such notice is received at or before 2:00 P.M. (Charlotte, North
         Carolina time), otherwise such payment shall be made at or before 12:00
         Noon (Charlotte, North Carolina time) on the Business Day next
         succeeding the day such notice is received. The obligation of each
         Lender to so reimburse the Issuing Lenders shall be absolute and
         unconditional and shall not be affected by the occurrence of a Default,
         an Event of Default or any other occurrence or event. Any such
         reimbursement shall not relieve or otherwise impair the obligation of
         the Borrower to reimburse the applicable Issuing Lender under any
         Letter of Credit, together with interest as hereinafter provided.

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the applicable Issuing Lender will promptly notify
         the Borrower and the Administrative Agent. The Borrower shall reimburse
         the applicable Issuing Lender on the day of drawing under any Letter of
         Credit (either with the proceeds of a Swingline Loan or Revolving-1
         Loan obtained hereunder or otherwise) in same day funds in the
         applicable Permitted Currency in which such Letter of Credit was
         denominated, as provided herein or in the LOC Documents. If the
         Borrower shall fail to reimburse such Issuing Lender as provided
         herein, the unreimbursed Dollar Amount of such drawing shall bear
         interest at a per annum rate equal to the Alternate Base Rate plus the
         Applicable Percentage. Unless the Borrower shall immediately notify the
         applicable Issuing Lender and the Administrative Agent of its intent to
         otherwise reimburse such Issuing Lender, the Borrower shall be deemed
         to have requested a Swingline Loan or Dollar Revolving-1 Loan (in the
         case of a Dollar Letter of Credit) or Multi-currency





                                       42
<PAGE>

         Revolving-1 Loan (in the case of a Multi-currency Letter of Credit), in
         the Dollar Amount of the drawing as provided in subsection (e) below,
         the proceeds of which will be used to satisfy the reimbursement
         obligations. The Borrower's reimbursement obligations hereunder shall
         be absolute and unconditional under all circumstances irrespective of
         any rights of set-off, counterclaim or defense to payment the Borrower
         may claim or have against any Issuing Lender, the Administrative Agent,
         the Lenders, the beneficiary of the Letter of Credit drawn upon or any
         other Person, including, without limitation, any defense based on any
         failure of the Borrower to receive consideration or the legality,
         validity, regularity or unenforceability of the Letter of Credit. The
         applicable Issuing Lender will promptly notify the applicable Lenders
         of the Dollar Amount of any unreimbursed drawing and each applicable
         Lender shall promptly pay to the Administrative Agent for the account
         of such Issuing Lender in Dollars and in immediately available funds,
         the amount of such Lender's Dollar Revolving-1 Commitment Percentage or
         Multi-currency Revolving-1 Commitment Percentage, as applicable, of
         such unreimbursed drawing, unless such Issuing Lender acted with gross
         negligence or willful misconduct in issuing such Letter of Credit. Such
         payment shall be made on the day such notice is received by such Lender
         from the Administrative Agent for the applicable Issuing Lender if such
         notice is received at or before 2:00 P.M. (Charlotte, North Carolina
         time), otherwise such payment shall be made at or before 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day next succeeding
         the day such notice is received. If such Lender does not pay such
         amount to the Administrative Agent for the account of the applicable
         Issuing Lender in full upon such request, such Lender shall, on demand,
         pay to the Administrative Agent for the account of the applicable
         Issuing Lender interest on the unpaid amount during the period from the
         date of such drawing until such Lender pays such amount to the
         Administrative, Agent for the account of the applicable Issuing Lender
         in full at a rate per annum equal to, if paid within two (2) Business
         Days of the date of drawing, the Federal Funds Effective Rate and
         thereafter at a rate equal to the Alternate Base Rate. Each Lender's
         obligation to make such payment to the Administrative Agent for the
         account of the applicable Issuing Lender, and the right of such Issuing
         Lender to receive the same, shall be absolute and unconditional, shall
         not be affected by any circumstance whatsoever and without regard to
         the termination of this Agreement or the Commitments hereunder, the
         existence of a Default or Event of Default or the acceleration of the
         Credit Party Obligations hereunder and shall be made without any
         offset, abatement, withholding or reduction whatsoever.

                  (e) Repayment with Revolving-1 Loans.

                           (i) Mandatory Dollar Borrowings. On any day on which
         the Borrower shall have requested, or been deemed to have requested,
         (A) a Swingline Loan borrowing to reimburse a drawing under a Dollar
         Letter of Credit, the Swingline Lender shall make the Swingline Loan
         advance pursuant to the terms of the request or deemed request in
         accordance with the provisions for Swingline Loan advances hereunder,
         or (B) a Dollar Revolving-1 Loan to





                                       43
<PAGE>

         reimburse a drawing under a Dollar Letter of Credit, the Administrative
         Agent shall give notice to the Lenders that a Dollar Revolving-1 Loan
         has been requested or deemed requested in connection with a drawing
         under a Dollar Letter of Credit, in which case a Dollar Revolving-1
         Loan borrowing comprised entirely of Alternate Base Rate Loans (each
         such borrowing, a "Mandatory Dollar Borrowing") shall be immediately
         made (without giving effect to any termination of the Commitments
         pursuant to Section 7.2) pro rata based on each Lender's respective
         Dollar Revolving-1 Commitment Percentage (determined before giving
         effect to any termination of the Commitments pursuant to Section 7.2)
         and in the case of both clauses (A) and (B) the proceeds thereof shall
         be paid directly to the Administrative Agent for the account of the
         applicable Issuing Lender for application to the respective Dollar LOC
         Obligations.

                           (ii) Mandatory Multi-currency Borrowings. On any day
         on which the Borrower shall have requested, or been deemed to have
         requested, a Multi-currency Revolving-1 Loan to reimburse a drawing
         under a Multi-currency Letter of Credit, the Administrative Agent shall
         give notice to the Lenders that a Multi-currency Revolving-1 Loan has
         been requested or deemed requested in connection with a drawing under a
         Multi-currency Letter of Credit, in which case a Multi-currency
         Revolving-1 Loan borrowing comprised entirely of Alternate Base Rate
         Loans in Dollars equal to the Dollar Amount of such drawing (each such
         borrowing, a "Mandatory Multi-currency Borrowing") shall be immediately
         made (without giving effect to any termination of the Commitments
         pursuant to Section 7.2) pro rata based on each Lender's respective
         Multi-currency Revolving-1 Commitment Percentage (determined before
         giving effect to any termination of the Commitments pursuant to Section
         7.2) and the proceeds thereof shall be paid directly to the
         Administrative Agent for the account of the applicable Issuing Lender
         for application to the respective Multi-currency LOC Obligations.

                           (iii) Obligation Irrevocable. Each Lender hereby
         irrevocably agrees to make such Dollar Revolving-1 Loans or
         Multi-currency Revolving-1 Loans, as applicable, pursuant to clauses
         (i) and (ii) above, immediately upon any such request or deemed request
         on account of each Mandatory Dollar Borrowing or Mandatory
         Multi-currency Borrowing, as applicable, in the amount and in the
         manner specified in the preceding sentence and on the same such date
         notwithstanding (i) the amount of such Mandatory Dollar Borrowing or
         Mandatory Multi-currency Borrowing, as applicable, may not comply with
         the minimum amount for borrowings of Dollar Revolving-1 Loans or
         Multi-currency Revolving-1 Loans, as applicable, otherwise required
         hereunder, (ii) whether any conditions specified in Section 4.2 are
         then satisfied, (iii) whether a Default or an Event of Default then
         exists, (iv) failure for any such request or deemed request for such
         Dollar Revolving-1 Loan or Multi-currency Revolving-1 Loan, as
         applicable, to be made by the time otherwise required in Section
         2.1(b), (v) the date of such Dollar Revolving-1 Loan or Mandatory
         Multi-currency Borrowing, as applicable, or (vi) any reduction in the
         Dollar Revolving-1 Committed Amount or Multi-currency Revolving-1
         Committed Amount, as applicable, after any such





                                       44
<PAGE>

         Dollar Revolving-1 Letter of Credit or Multi-currency Letter of Credit,
         as applicable, may have been drawn upon. In the event that any
         Mandatory Dollar Borrowing or Mandatory Multi-currency Borrowing cannot
         for any reason be made on the date otherwise required above (including,
         without limitation, as a result of the commencement of a proceeding
         under the Bankruptcy Code with respect to the Borrower), then each
         applicable Lender hereby agrees that it shall forthwith fund (as of the
         date the Mandatory Dollar Borrowing or Mandatory Multi-currency
         Borrowing, as applicable, would otherwise have occurred, but adjusted
         for any payments received from the Borrower on or after such date and
         prior to such purchase) its Participation Interests in the outstanding
         Dollar LOC Obligations or Multi-currency LOC Obligations, as
         applicable; provided, further, that in the event any Lender shall fail
         to fund its Participation Interest on the day the Mandatory Dollar
         Borrowing or Mandatory Multi-currency Borrowing, as applicable, would
         otherwise have occurred, then the amount of such Lender's unfunded
         Participation Interest therein shall bear interest payable to
         Administrative Agent for the account of the applicable Issuing Lender
         upon demand, at the rate equal to, if paid within two (2) Business Days
         of such date, the Federal Funds Effective Rate, and thereafter at a
         rate equal to the Alternate Base Rate.

                  (f) Designation of Subsidiaries as Account Parties.
         Notwithstanding anything to the contrary set forth in this Agreement,
         including, without limitation, Section 2.3(a), a Letter of Credit
         issued hereunder may contain a statement to the effect that such Letter
         of Credit is issued for the account of a Subsidiary of the Borrower;
         provided that notwithstanding such statement, the Borrower shall be the
         actual account party for all purposes of this Agreement for such Letter
         of Credit and such statement shall not affect the Borrower's
         reimbursement obligations hereunder with respect to such Letter of
         Credit.

                  (g) Modification, Extension. The issuance of any supplement,
         modification, amendment, renewal, or extension to any Letter of Credit
         shall, for purposes hereof, be treated in all respects the same as the
         issuance of a new Letter of Credit hereunder.

                  (h) Uniform Customs and Practices. Unless otherwise agreed to
         by the applicable Issuing Lender and the Borrower when a Letter of
         Credit is issued, the applicable Issuing Lender shall have the Letters
         of Credit be subject to The Uniform Customs and Practice for
         Documentary Credits (the "UCP"), or the International Standby Practices
         1998 ("ISP"), in each case as published as of the date of issue by the
         International Chamber of Commerce, in which case the UCP or ISP, as
         applicable, may be incorporated therein and deemed in all respects to
         be a part thereof.

                  (i) Conflict with LOC Documents. In the event of any conflict
         between this Agreement and any LOC Document (including any letter of
         credit application), this Agreement shall control. Each of the
         Reimbursement





                                       45
<PAGE>

         Agreements is and shall be deemed amended such that the representations
         and warranties covenants and events of default (and definitions related
         thereto) set out in each respective Reimbursement Agreement (the
         "Existing Provisions"), except to the extent they relate specifically
         to the relevant bonds or relevant remarketing program, conform with the
         representations and warranties, covenants and events of default (and
         definitions related thereto) set out in this Agreement (the
         "Incorporated Provisions"). So long as any obligations remain
         outstanding under the underlying revenue bonds related to any Letter of
         Credit or any documentation related thereto, such Incorporated
         Provisions shall survive (i) the payment in full of all obligations due
         the Lenders by the Borrower under this Agreement, (ii) the termination
         (for any reason) of this Agreement (iii) the sale or participation (in
         whole or in part) of a Lender's interest in this Agreement, or (iv) any
         other event which has an effect to terminate the obligations of the
         Borrower to the Lenders under this Agreement. Upon the happening of one
         of the events set forth in the immediately preceding sentence, the
         Borrower agrees to promptly execute a modification of the relevant
         Reimbursement Agreements to confirm such amendment. Notwithstanding the
         preceding sentence or the failure of any such modification to be
         executed the Credit Parties to the extent applicable, must remain in
         compliance with the Incorporated Provisions as if set forth in each of
         the Reimbursement Agreement. Any future modification of or amendment to
         the Incorporated Provisions shall be a modification of or amendment to
         the relevant Reimbursement Agreements for purposes of compliance with
         such Reimbursement Agreements. Likewise, if the Required Lenders grant
         a waiver of compliance of the Incorporated Provisions for any period,
         such waiver shall be deemed to be a waiver of compliance of the
         relevant Reimbursement Agreements for the limited period of time for
         which the waiver was granted.

         SECTION 2.4 TRANCHE A-1 TERM LOAN FACILITY

         (a) On the Funding Date the Lenders made available to the Borrower a
         term loan in Dollars in an aggregate principal amount of NINE HUNDRED
         MILLION DOLLARS ($900,000,000) (the "Original Tranche A-1 Term Loan").
         After giving effect to scheduled amortization from the Funding Date to
         the Fourth Amendment Effective Date, the Original Tranche A-1 Term Loan
         has been reduced to SEVEN HUNDRED SIXTY FIVE MILLION DOLLARS
         ($765,000,000) as of the Fourth Amendment Effective Date (the "Existing
         Tranche A-1 Term Loans"). After giving effect to the conversion and
         reallocation of Existing Tranche A-1 Term Loans and advancing of
         additional Tranche A-1 Term Loans described in Section 1 of the Fourth
         Amendment and evidenced in the Register, the outstanding amount of all
         term loans made under this Section 2.4(a) shall be equal to ONE BILLION
         DOLLARS ($1,000,000,000), (the "Tranche A-1 Term Loan Committed
         Amount"); and the Tranche A-1 Term Loan may consist of Alternate Base
         Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
         Borrower may request. LIBOR Rate Loans shall be made by each Lender at
         its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic
         Lending Office. Amounts repaid on the Tranche A-1 Term Loan may not be
         reborrowed.




                                       46
<PAGE>

         (b) Repayment of Tranche A-1 Term Loan. The principal amount of the
         Tranche A-1 Term Loan shall be repaid, unless accelerated sooner
         pursuant to Section 7.2, in accordance with the following schedule:

<Table>
<Caption>
Principal Amortization Payment               Tranche A-1 Term Loan
             Date                        Principal Amortization Payment
--------------------------------   -------------------------------------------
<S>                                <C>
      September 30, 2003                          $37,500,000
       December 31, 2003                          $37,500,000
        March 31, 2004                            $37,500,000
         June 30, 2004                            $37,500,000
      September 30, 2004                          $37,500,000
       December 31, 2004                          $37,500,000
        March 31, 2005                            $43,750,000
         June 30, 2005                            $43,750,000
      September 30, 2005                          $43,750,000
       December 31, 2005                          $43,750,000
        March 31, 2006                            $50,000,000
         June 30, 2006                            $50,000,000
      September 30, 2006                          $50,000,000
       December 31, 2006                          $50,000,000
        March 31, 2007                            $62,500,000
         June 30, 2007                            $62,500,000
Tranche A-1 Term Loan Maturity                    $275,000,000
             Date
</Table>


         (c) Tranche A-1 Term Notes. Each Lender's Tranche A-1 Term Loan
         Commitment Percentage of the Tranche A-1 Term Loan Committed Amount
         may, at the election of such Lender, of the Borrower to such Lender in
         substantially the form of Schedule 2.4(c).

         SECTION 2.5 TRANCHE B-1 TERM LOAN FACILITY

         (a) On the Funding Date, the Lenders made available to the Borrower a
         term loan in Dollars in an aggregate principal amount of ONE BILLION
         DOLLARS ($1,000,000,000) (the "Original Tranche B-1 Term Loan"). After
         giving effect to scheduled amortization from the Funding Date to the
         Fourth Amendment Effective Date,





                                       47
<PAGE>

         the Original Tranche B-1 Term Loan has been reduced to NINE HUNDRED
         NINETY MILLION DOLLARS ($990,000,000) (the "Existing Tranche B-1 Term
         Loan"). After giving effect to the repayment, conversion and
         reallocation of the Existing Tranche B-1 Term Loan set forth in Section
         1 of the Fourth Amendment, the outstanding amount of all term loans
         made under this Section 2.5(a) shall be equal to SEVEN HUNDRED FIFTY
         MILLION DOLLARS ($750,000,000) (the "Tranche B-1 Term Loan Committed
         Amount"); and The Tranche B-1 Term Loan may consist of Alternate Base
         Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
         Borrower may request. LIBOR Rate Loans shall be made by each Lender at
         its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic
         Lending Office. Amounts repaid on the Tranche B-1 Term Loan may not be
         reborrowed.

         (b) Repayment of Tranche B-1 Term Loan. The principal amount of the
         Tranche B-1 Term Loan shall be repaid, unless accelerated sooner
         pursuant to Section 7.2, in accordance with the following schedule:

<Table>
<Caption>
Principal Amortization Payment              Tranche B-1 Term Loan
             Date                      Principal Amortization Payment
--------------------------------   ---------------------------------------
<S>                                <C>
      September 30, 2003                         $1,875,000
       December 31, 2003                         $1,875,000
        March 31, 2004                           $1,875,000
         June 30, 2004                           $1,875,000
      September 30, 2004                         $1,875,000
       December 31, 2004                         $1,875,000
        March 31, 2005                           $1,875,000
         June 30, 2005                           $1,875,000
      September 30, 2005                         $1,875,000
       December 31, 2005                         $1,875,000
        March 31, 2006                           $1,875,000
         June 30, 2006                           $1,875,000
      September 30, 2006                         $1,875,000
       December 31, 2006                         $1,875,000
        March 31, 2007                           $1,875,000
         June 30, 2007                           $1,875,000
      September 30, 2007                         $1,875,000
       December 31, 2007                         $1,875,000
        March 31, 2008                          $358,125,000
Tranche B-1 Term Loan Maturity                  $358,125,000
             Date
</Table>




                                       48
<PAGE>

                  (c) Tranche B-1 Term Notes. Each Lender's Tranche B-1 Term
         Loan Commitment Percentage of the Tranche B-1 Term Loan Committed
         Amount may, at the election of such Lender, of the Borrower to such
         Lender in substantially the form of Schedule 2.5(c).

         SECTION 2.6 FEES.

                  (a) Commitment Fee. In consideration of the Commitments, the
         Borrower agrees to pay to the Administrative Agent for the ratable
         benefit of the Lenders a commitment fee (the "Commitment Fee") in an
         amount equal to (1) with respect to the Tranche B-1 Term Loan Committed
         Amount, one-half percent (0.5%) per annum from the Closing Date until
         the Funding Date, and (2) with respect to the Tranche A-1 Term Loan
         Committed Amount and the Revolving-1 Committed Amount, from and after
         (A) the Closing Date until October 31, 2001, one-eighth percent (.125%)
         per annum on the Tranche A-1 Term Loan Committed Amount and the
         Revolving-1 Committed Amount and (B) November 1, 2001 until the Funding
         Date, one-quarter percent (.25%) per annum. After the Funding Date the
         Borrower agrees to pay to the Administrative Agent (i) for the ratable
         benefit of the Lenders holding a Dollar Revolving-1 Subcommitment, a
         Commitment Fee equal to the Applicable Percentage per annum on the
         average daily unused amount of the Dollar Revolving-1 Committed Amount
         and (ii) for the ratable benefit of the Lenders holding a
         Multi-currency Revolving-1 Subcommitment, a Commitment Fee equal to the
         Applicable Percentage per annum on the average daily unused amount of
         the Multi-currency Revolving-1 Committed Amount. For purposes of
         computing the Commitment Fee hereunder, (i) Dollar LOC Obligations
         shall be considered usage under the aggregate Dollar Revolving-1
         Committed Amount, (ii) Multi-currency LOC Obligations shall be
         considered usage under the aggregate Multi-currency Revolving-1
         Committed Amount and (iii) Swingline Loans shall not be considered
         usage under the aggregate Dollar Revolving-1 Committed Amount unless
         and until other Lenders having Dollar Revolving-1 Subcommitments
         purchase Participation Interests in such Swingline Loans pursuant to
         Section 2.2(b)(ii). The Commitment Fee shall be payable quarterly in
         arrears on the 15th day following the last day of each calendar quarter
         for the prior calendar quarter and upon termination of the Revolving-1
         Commitments and the funding of the Term Loans.

                  (b) Letter of Credit Fees. In consideration of the LOC
         Commitments, the Borrower agrees to pay to the Issuing Lender a fee
         (the "Letter of Credit Fee") equal to the Applicable Percentage per
         annum on the average daily maximum amount available to be drawn under
         each Letter of Credit (as such amount may be increased subject to the
         provisions of Section 2.10(b)) from the date of issuance (or in the
         case of Letters of





                                       49
<PAGE>

         Credit outstanding on the Closing Date, from the Closing Date) to the
         date of expiration. In addition to such Letter of Credit Fee, the
         Issuing Lender may charge, and retain for its own account without
         sharing by the other Lenders, an additional facing fee of one-eighth of
         one percent (0.125%) per annum on the average daily maximum amount
         available to be drawn under each such Letter of Credit issued by it.
         The Issuing Lender shall promptly pay over to the Administrative Agent
         the Letter of Credit Fee (i) for the ratable benefit of the Lenders
         (including the Issuing Lender, as applicable) holding Dollar
         Revolving-1 Subcommitments, with respect to Letter of Credit Fees paid
         on Dollar Letters of Credit, and (ii) for the ratable benefit of the
         Lenders (including the Issuing Lender, as applicable) holding
         Multi-currency Revolving-1 Subcommitments, with respect to Letter of
         Credit Fees paid on Multi-currency Letters of Credit. The Letter of
         Credit Fee shall be payable quarterly in arrears on the 15th day
         following the last day of each calendar quarter for the prior calendar
         quarter.

                  (c) Issuing Lender Fees. In addition to the Letter of Credit
         Fees payable pursuant to subsection (b) above, the Borrower shall pay
         to the Issuing Lender for its own account without sharing by the other
         Lenders the reasonable and customary charges from time to time of the
         Issuing Lender with respect to the amendment, transfer, administration,
         cancellation and conversion of, and drawings under, such Letters of
         Credit (collectively, the "Issuing Lender Fees").

                  (d) Administrative Fee. The Borrower agrees to pay to the
         Agents the annual administrative fee as described in the Fee Letter.

                  (e) The commissions, fees, charges, costs and expenses payable
         pursuant to this Section 2.6 shall be payable in the Permitted Currency
         in which the applicable Letter of Credit is denominated.

         SECTION 2.7 REDUCTION OF THE REVOLVING-1 COMMITMENTS

                  (a) Voluntary Reductions. The Borrower shall have the right to
         terminate or permanently reduce the unused portion of the Dollar
         Revolving-1 Committed Amount or the Multi-currency Revolving-1
         Committed Amount at any time or from time to time upon not less than
         one Business Day prior notice to the Administrative Agent (which shall
         notify the Lenders thereof as soon as practicable) of each such
         termination or reduction, which notice shall specify the effective date
         thereof and the amount of any such reduction which shall be in a
         minimum amount of $5,000,000 or a whole multiple of $1,000,000 in
         excess thereof and shall be irrevocable and effective upon receipt by
         the Administrative Agent; provided that no such reduction or
         termination shall be permitted if after giving effect thereto, and to
         any prepayments of Revolving-1 Loans made on the effective date
         thereof, (i) the sum of the then outstanding aggregate principal amount
         of Dollar Revolving-1 Loans plus Swingline Loans plus Dollar LOC
         Obligations would exceed the Dollar Revolving-1 Committed Amount or
         (ii) the then outstanding aggregate principal Dollar Amount of
         Multi-currency Revolving-1 Loans plus the Dollar Amount of
         Multi-currency LOC Obligations would exceed the Multi-currency
         Revolving-1 Committed Amount. If the Borrower shall fail to specify in
         any such notice the





                                       50
<PAGE>

         applicable portion of the Revolving-1 Committed Amount to be reduced,
         then such reduction shall be applied pro rata to the Dollar Revolving-1
         Committed Amount and the Multi-currency Revolving-1 Committed Amount.

                  (b) Maturity Date. The Revolving-1 Commitments, the LOC
         Commitments and the Swingline Commitments shall automatically terminate
         on the Revolving-1 Commitment Termination Date.

         SECTION 2.8 PREPAYMENTS

                  (a) Optional Prepayments. The Borrower shall have the right to
         prepay Loans in whole or in part from time to time; provided, however,
         that (i) each partial prepayment of Loans (other than Swingline Loans)
         shall be in a minimum principal amount of $5,000,000 and integral
         multiples of $1,000,000 (or the Alternative Currency Amount thereof, as
         applicable) in excess thereof and (ii) each prepayment of Swingline
         Loans shall be in a minimum principal amount of $100,000 and integral
         multiples of $100,000 in excess thereof. The Borrower shall give
         irrevocable written notice (or telephone notice promptly confirmed in
         writing which confirmation may be by fax) of any such voluntary
         prepayment to the Administrative Agent (which shall notify the Lenders
         thereof as soon as practicable) not later than 1:30 P.M. (Charlotte,
         North Carolina time) on the Business Day prior to the date of the
         requested prepayment in the case of Alternate Base Rate Loans, on the
         third Business Day prior to the date of the requested prepayment in the
         case of LIBOR Rate Loans denominated in Dollars and on the fourth
         Business Day prior to the date of the requested prepayment in the case
         of Alternative Currency Loans. Each such notice of prepayment shall
         specify (A) the date of repayment, (B) the amount of repayment, (C)
         whether the repayment is of Dollar Revolving-1 Loans, Multi-currency
         Revolving-1 Loans (including the applicable Permitted Currency),
         Swingline Loans, Tranche A-1 Term Loans, Tranche B-1 Term Loans, or a
         combination thereof, and, if of a combination thereof, the amount
         allocable to each and (D) whether the repayment is of LIBOR Rate Loans
         or Alternate Base Rate Loans, or a combination thereof, and, if of a
         combination thereof, the amount allocable to each. Prepayments of the
         Tranche A-1 Term Loan or the Tranche B-1 Term Loan under this Section
         2.8(a) shall be applied ratably to the remaining principal installments
         thereof (provided, however, promptly upon notification thereof, one or
         more holders of the Tranche B-1 Term Loan may decline to accept such
         prepayment to the extent there are sufficient amounts under the Tranche
         A-1 Term Loan outstanding to be paid with such prepayment, in which
         case, such declined prepayments shall be allocated pro rata among the
         Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders
         accepting such payments). Subject to the foregoing terms, amounts
         prepaid under this Section 2.8(a) shall be applied first to Alternate
         Base Rate Loans and then to LIBOR Rate Loans in direct order of
         Interest Period maturities. All prepayments under this Section 2.8(a)
         shall be without premium or penalty except that (i) any prepayments of
         the Tranche B-1 Term Loan made during the period commencing on the
         Fourth Amendment Effective Date and ending on May 29, 2004 will require
         payment of a premium of 0.50% of the principal amount being prepaid on
         such date and (ii) all prepayments shall be subject to Section 2.18.
         Interest on the principal amount prepaid shall be payable on the date
         of such prepayment. Amounts






                                       51
<PAGE>

         prepaid on the Swingline Loans and the Revolving-1 Loans may be
         reborrowed in accordance with the terms hereof. Amounts prepaid on the
         Tranche A-1 Term Loan and the Tranche B-1 Term Loan may not be
         reborrowed.

                  (b) Mandatory Prepayments.

                           (i) Revolving-1 Committed Amount.

                                    (A) Dollar Revolving-1 Subcommitment. If at
                  any time after the Funding Date, the sum of the aggregate
                  principal amount of outstanding Dollar Revolving-1 Loans plus
                  Swingline Loans plus Dollar LOC Obligations shall exceed the
                  Dollar Revolving-1 Committed Amount, the Borrower immediately
                  shall prepay Dollar Revolving-1 Loans and (after all Dollar
                  Revolving-1 Loans have been repaid) cash collateralize the
                  Dollar LOC Obligations, in an amount sufficient to eliminate
                  such excess (such prepayment to be applied as set forth in
                  clause (vi) below).

                                    (B) Multi-currency Revolving-1
                  Subcommitment. If at any time after the Funding Date, for any
                  reason, the sum of the aggregate principal Dollar Amount of
                  outstanding Multi-currency Revolving-1 Loans plus the Dollar
                  Amount of Multi-currency LOC Obligations shall exceed the
                  Multi-currency Revolving-1 Committed Amount, the Borrower
                  immediately shall prepay Multi-currency Revolving-1 Loans and
                  (after all Multi-currency Revolving-1 Loans have been repaid)
                  cash collateralize the Multi-currency LOC Obligations, in an
                  amount sufficient to eliminate such excess and in the
                  Permitted Currency in which each of the applicable
                  Multi-currency Letters of Credit are denominated (such
                  prepayment to be applied as set forth in clause (vi) below).

                           (ii) Asset Dispositions. Promptly following any Asset
                  Disposition in excess of $100,000,000 in any fiscal year, the
                  Borrower shall prepay the Loans in an aggregate amount equal
                  to 100% of the Net Cash Proceeds derived from all such Asset
                  Dispositions (such prepayment to be applied as set forth in
                  clause (vi) below); provided, however, that such Net Cash
                  Proceeds shall not be required to be so applied to the extent
                  (1) the Borrower delivers to the Administrative Agent a
                  certificate stating that it intends to use such Net Cash
                  Proceeds to acquire fixed or capital assets in replacement of
                  the disposed assets, (2) such acquisition is committed to
                  within 180 days of receipt of the Net Cash Proceeds and (3)
                  such acquisition is consummated within 270 days of receipt of
                  such Net Cash Proceeds, it being expressly agreed that any Net
                  Cash Proceeds not so reinvested shall be applied to repay the
                  Loans immediately thereafter.

                           (iii) [Reserved].



                                       52
<PAGE>


                           (iv) Recovery Event. To the extent of cash proceeds
                  received in connection with a Recovery Event which are in
                  excess of $10,000,000 in the aggregate and which are not
                  applied to repair, replace or relocate damaged property or to
                  purchase or acquire fixed or capital assets in replacement of
                  the assets lost or destroyed within 270 days (or 360 days, in
                  the case of improvements to real property) of the receipt of
                  such cash proceeds, the Borrower shall prepay the Loans in an
                  aggregate amount equal to one hundred percent (100%) of such
                  cash proceeds (such prepayment to be applied as set forth in
                  clause (vi) below).

                           (v) [Reserved].

                           (vi) Application of Mandatory Prepayments. All
                  amounts required to be paid pursuant to this Section 2.8(b)
                  shall be applied as follows: (A) with respect to all amounts
                  prepaid pursuant to Section 2.8(b)(i)(A), to the Dollar
                  Revolving-1 Loans and then (after all Dollar Revolving-1 Loans
                  have been repaid) to a cash collateral account in respect of
                  Dollar LOC Obligations, (B) with respect to all amounts
                  prepaid pursuant to Section 2.8(b)(i)(B), to the
                  Multi-currency Revolving-1 Loans and then (after all
                  Multi-currency Revolving-1 Loans have been repaid) to a cash
                  collateral account in respect of Multi-currency LOC
                  Obligations, and (C) with respect to all amounts prepaid
                  pursuant to Sections 2.8(b)(ii) through (v), (1) first, pro
                  rata to the Tranche A-1 Term Loan and the Tranche B-1 Term
                  Loan (ratably to the remaining principal installments
                  thereof); provided, however, promptly upon notification
                  thereof, one or more holders of the Tranche B-1 Term Loan may
                  decline to accept a mandatory prepayment to the extent there
                  are sufficient amounts under the Tranche A-1 Term Loan
                  outstanding to be paid with such prepayment, in which case,
                  such declined payments shall be allocated pro rata among the
                  Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by
                  Lenders accepting such prepayments, and (2) second, pro rata
                  to the Dollar Revolving-1 Loans and the Multi-currency
                  Revolving-1 Loans with corresponding permanent pro rata
                  reductions of the Dollar Revolving-1 Committed Amount and the
                  Multi-currency Revolving-1 Committed Amount and (after all
                  Revolving-1 Loans have been repaid) to a cash collateral
                  account in respect of Dollar LOC Obligations and
                  Multi-currency LOC Obligations, pro rata. Within the
                  parameters of the applications set forth above, prepayments
                  shall be applied first to Alternate Base Rate Loans and then
                  to LIBOR Rate Loans in direct order of Interest Period
                  maturities. All prepayments under this Section 2.8(b) shall be
                  subject to Section 2.18 and be accompanied by interest on the
                  principal amount prepaid through the date of prepayment. Any
                  prepayments of the Tranche B-1 Term Loan made during the
                  period commencing on the Fourth Amendment Effective Date and
                  ending on May 29, 2004 pursuant to Section 2.8(b)(ii) will
                  require payment of a premium of 0.50% of the principal amount
                  being prepaid on such date.

                  (c) Notwithstanding anything contained in this Agreement to
         the contrary, any prepayment of Alternative Currency Loans denominated
         in an Alternative Currency shall





                                       53
<PAGE>

         be made in such Alternative Currency not later than 11:00 A.M. (the
         time of the Administrative Agent's Correspondent) on the date specified
         for payment under this Agreement to the Administrative Agent's account
         with the Administrative Agent's Correspondent for the account of the
         Lenders.

         SECTION 2.9 MINIMUM BORROWING AMOUNTS AND PRINCIPAL AMOUNTS OF
TRANCHES.

         (a) Each Alternate Base Rate Loan (other than Swingline Loans)
borrowing shall be in a minimum amount of $5,000,000 and whole multiples of
$1,000,000 in excess thereof.

         (b) Each LIBOR Rate Loan borrowing shall be in a minimum amount of
$10,000,000 and whole multiples of $1,000,000 in excess thereof.

         (c) All borrowings, payments and prepayments in respect of Revolving-1
Loans shall be in such amounts and be made pursuant to such elections so that
after giving effect thereto the aggregate principal amount of the Revolving-1
Loans comprising any Tranche shall either be zero or shall not be less than
$10,000,000 or a whole multiple of $1,000,000 in excess thereof.

         SECTION 2.10 INTEREST; INTEREST PAYMENT DATES.

         (a) Subject to the provisions of Section 2.10(b), all Loans (other than
Swingline Loans) shall bear interest as follows:

                  (i) Alternate Base Rate Loans. During such periods as Loans
         shall be comprised of Alternate Base Rate Loans, each such Alternate
         Base Rate Loan shall bear interest at a per annum rate equal to the sum
         of the Alternate Base Rate plus the Applicable Percentage; and

                  (ii) LIBOR Rate Loans. During such periods as Loans shall be
         comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
         interest at a per annum rate equal to the sum of the applicable LIBOR
         Rate plus the Applicable Percentage.

         (b) Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, interest on the
Loans, and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per annum rate 2% greater than the
applicable rate (including the Applicable Percentage) then in effect or, if no
rate is then in effect, at a per annum rate 2% greater than the Alternate Base
Rate plus the Applicable Percentage and the Letter of Credit Fees shall be
increased by 2% per annum.

         (c) Interest on Loans shall be payable in arrears on each Interest
Payment Date, subject to Section 2.13; provided that (i) interest owing under
Section 2.10(b) shall be payable on demand, (ii) interest owing in connection
with any amounts repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) interest owing on LIBOR Loans which are
converted pursuant to Section 2.11, shall be payable on the date of such
conversion.




                                       54
<PAGE>

         SECTION 2.11 CONVERSION OPTIONS.

         (a) The Borrower may elect from time to time to convert Alternate Base
Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or
telephone notice promptly confirmed in writing which confirmation may be by fax)
to the Administrative Agent not later than 1:30 P.M. (Charlotte, North Carolina
time) on the third Business Day prior to the date of the requested conversion (a
"Notice of Conversion/Extension"). A form of Notice of Conversion/Extension is
attached as Schedule 2.11. If the date upon which an Alternate Base Rate Loan is
to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion
shall be made on the next succeeding Business Day and during the period from
such last day of an Interest Period to such succeeding Business Day such Loan
shall bear interest as if it were an Alternate Base Rate Loan. All or any part
of outstanding Alternate Base Rate Loans may be converted as provided herein,
provided that (i) no Loan may be converted into a LIBOR Rate Loan when any
Default or Event of Default has occurred and is continuing and (ii) partial
conversions shall be in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.

         (b) Any LIBOR Rate Loans may be continued as such upon the expiration
of an Interest Period with respect thereto by compliance by the Borrower with
the notice provisions contained in Section 2.11(a); provided, that no LIBOR Rate
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, in which case such Loan shall be automatically converted to
an Alternate Base Rate Loan at the end of the applicable Interest Period with
respect thereto. If the Borrower shall fail to give timely notice of an election
to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not
permitted hereunder, such LIBOR Rate Loans shall be automatically converted to
Alternate Base Rate Loans at the end of the applicable Interest Period with
respect thereto.

         SECTION 2.12 COMPUTATION OF INTEREST AND FEES.

         (a) Interest payable hereunder with respect to Alternate Base Rate
Loans based on the Prime Rate shall be calculated on the basis of a year of 365
days (or 366 days, as applicable) for the actual days elapsed. All other fees,
interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Rate on the Business Day of the determination thereof.
Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change.

         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest :rate.




                                       55
<PAGE>

         (c) It is the intent of the Lenders and the Credit Parties to conform
to and contract in strict compliance with applicable usury law from time to time
in effect. All agreements between the Lenders and the Credit Parties are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising and whether written
or oral. In no way, nor in any event or contingency (including but not limited
to prepayment or acceleration of the maturity of any obligation), shall the
interest taken, reserved, contracted for, charged, or received under this Credit
Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount
permissible under applicable law. If, from any possible construction of any of
the Credit Documents or any other document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be
subject to the provisions of this paragraph and such interest shall be
automatically reduced to the maximum nonusurious amount permitted under
applicable law, without the necessity of execution of any amendment or new
document. If any Lender shall ever receive anything of value which is
characterized as interest on the Loans under applicable law and which would,
apart from this provision, be in excess of the maximum nonusurious amount, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Loans and not to the payment of interest, or refunded to the Borrower or the
other payor thereof if and to the extent such amount which would have been
excessive exceeds such unpaid principal amount of the Loans. The right to demand
payment of the Loans or any other Indebtedness evidenced by any of the Credit
Documents does not include the right to receive any interest which has not
otherwise accrued on the date of such demand, and the Lenders do not intend to
charge or receive any unearned interest in the event of such demand. All
interest paid or agreed to be paid to the Lenders with respect to the Loans
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or
extension) of the Loans so that the amount of interest on account of such
indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law.

         SECTION 2.13 PRO RATA TREATMENT AND PAYMENTS.

         (a) Each borrowing of Revolving-1 Loans and any reduction of the
Revolving-1 Commitments shall be made pro rata according to the respective
Commitment Percentages of the Lenders. Each payment under this Agreement or any
Note shall be applied, first, to any fees then due and owing by the Borrower
pursuant to Section 2.6, second, to interest then due and owing in respect of
the Notes of the Borrower and, third, to principal then due and owing hereunder
and under the Notes of the Borrower. Each payment on account of any fees
pursuant to Section 2.6 shall be made pro rata in accordance with the respective
amounts due and owing (except as to the portion of the Letter of Credit retained
by the Issuing Lender, the Issuing Lender Fees and fees payable to the Agents).
Each payment (other than prepayments) by the Borrower on account of principal of
and interest on the Revolving-1 Loans, the Tranche A-1 Term Loan and/or the
Tranche B-1 Term Loan shall be made pro rata according to the respective amounts
due and owing first to Alternate Base Rate Loans and then to LIBOR Rate Loans in
the direct order of Interest Period maturities. Each optional prepayment on
account of principal of the Loans shall be applied as set forth in Section
2.8(a); provided, that prepayments made pursuant to Section 2.16 shall be
applied in accordance with such section. Each mandatory prepayment on account of
principal of the Loans shall be applied in accordance with Section 2.8(b). All
payments





                                       56
<PAGE>

(including prepayments) to be made by the Borrower on account of principal,
interest and fees shall be made without defense, set-off or counterclaim (except
as provided in Section 2.19(b)) and shall be made to the Administrative Agent
for the account of the Lenders at the Administrative Agent's office specified on
Schedule 9.2 in Dollars and in immediately available funds not later than 2:00
P.M. (Charlotte, North Carolina time) on the date when due. The Administrative
Agent shall distribute such payments to the Lenders entitled thereto promptly
upon receipt in like funds as received. If any payment hereunder (other than
payments on the LIBOR Rate Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day unless
the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately
preceding Business Day.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received by the Administrative Agent or any Lender on account of the Credit
Party Obligations or any other amounts outstanding under any of the Credit
Documents or in respect of the Collateral shall be paid over or delivered as
follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents and any protective advances made
         by the Administrative Agent with respect to the Collateral under or
         pursuant to the terms of the Security Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys' fees)
         of each of the Lenders in connection with enforcing its rights under
         the Credit Documents or otherwise with respect to the Credit Party
         Obligations owing to such Lender;

                  FOURTH, to the payment of all of the Credit Party Obligations
         consisting of accrued fees and interest;

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations (including the payment or cash
         collateralization of the outstanding LOC Obligations) and any Hedging
         Obligations (including any termination payments and any accrued and
         unpaid interest thereon) (pro rata in accordance with all such amounts
         due);

                  SIXTH, to all other Credit Party Obligations and other
         obligations which shall have become due and payable under the Credit
         Documents or otherwise and not repaid pursuant to clauses "FIRST"
         through "FIFTH" above; and




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<PAGE>

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Loans and LOC Obligations held by such Lender bears to
         the aggregate then outstanding Loans and LOC Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above; and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender from
         time to time for any drawings under such Letters of Credit and (B)
         then, following the expiration of all Letters of Credit, to all other
         obligations of the types described in clauses "FIFTH" and "SIXTH" above
         in the manner provided in this Section 2.13(b).

         SECTION 2.14 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

         (a) Unless the Administrative Agent shall have been notified in writing
by a Lender prior to the date a Loan is to be made by such Lender (which notice
shall be effective upon receipt) that such Lender does not intend to make the
proceeds of such Loan available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made such proceeds available to the
Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent, the Administrative Agent shall be
able to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent will promptly notify the Borrower and
the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent at a per
annum rate equal to (i) from the Borrower at the applicable rate for the
applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender
at the Federal Funds Effective Rate.

         (b) Unless the Administrative Agent shall have been notified in writing
by the Borrower, prior to the date on which any payment is due from it hereunder
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that the Borrower has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Borrower has not in fact
made





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<PAGE>

such payment to the Administrative Agent, such Lender shall, on demand, repay to
the Administrative Agent the amount made available to such Lender. If such
amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is recovered by the Administrative Agent at a per
annum rate equal to the Federal Funds Effective Rate.

         (c) A certificate of the Administrative Agent submitted to the Borrower
or any Lender with respect to any amount owing under this Section 2.14 shall be
conclusive in the absence of manifest error.

         SECTION 2.15 INABILITY TO DETERMINE INTEREST RATE.

Notwithstanding any other provision of this Agreement, if (i) the Administrative
Agent shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that, (A) by reason of circumstances affecting
the relevant market, reasonable and adequate means do not exist for ascertaining
LIBOR for an Interest Period or for an Alternative Currency, (B) a fundamental
change has occurred in the foreign exchange or interbank markets with respect to
any Alternative Currency (including, without limitation, changes in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls) or (C) it has become otherwise materially
impractical for the Administrative Agent or the Lenders to make any Loan in an
Alternative Currency, or (ii) the Required Lenders shall reasonably determine
(which determination shall be conclusive and binding absent manifest error) that
the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders
of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a
LIBOR Tranche during an Interest Period, the Administrative Agent shall
forthwith give telephone notice of such determination, confirmed in writing, to
the Borrower and the Lenders. Unless the Borrower shall have notified the
Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such LIBOR Rate Loans or Alternative
Currency Loans, as applicable, any Loans that were requested to be made as LIBOR
Rate Loans or Alternative Currency Loans, as applicable, shall be made as
Alternate Base Rate Loans in Dollars and any Loans that were requested to be
converted into or continued as LIBOR Rate Loans or Alternative Currency Loans,
as applicable, shall be converted into Alternate Base Rate Loans in Dollars.
Until any such notice has been withdrawn by the Administrative Agent, no further
Loans shall be made as, continued as, or converted into, LIBOR Rate Loans or
Alternative Currency Loans, as applicable, for the Interest Periods or
Alternative Currencies so affected.

         SECTION 2.16 ILLEGALITY.

Notwithstanding any other provision of this Agreement, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
by the relevant Governmental Authority to any Lender shall make it unlawful for
such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans or
Alternative Currency Loans, as applicable, as contemplated by this Agreement or
to obtain in the interbank eurodollar market through its LIBOR Lending Office
the funds with which to make such Loans, (a) such Lender shall






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<PAGE>

promptly notify the Administrative Agent and the Borrower thereof, (b) the
commitment of such Lender hereunder to make LIBOR Rate Loans or Alternative
Currency Loans, as applicable, or continue LIBOR Rate Loans or Alternative
Currency Loans, as applicable, as such shall forthwith be suspended until the
Administrative Agent shall give notice that the condition or situation which
gave rise to the suspension shall no longer exist, and (c) such Lender's Loans
then outstanding as LIBOR Rate Loans or Alternative Currency Loans, as
applicable, if any, shall be converted on the last day of the Interest Period
for such Loans or within such earlier period as required by law as Alternate
Base Rate Loans in Dollars. The Borrower hereby agrees promptly to pay any
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for actual and direct costs (but not including anticipated profits)
reasonably incurred by such Lender in making any repayment in accordance with
this Section including, but not limited to, any currency exchange loss and any
interest or fees payable by such Lender to lenders of funds obtained by it in
order to make or maintain its LIBOR Rate Loans or Alternative Currency Loans, as
applicable, hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by such Lender, through the Administrative
Agent, to the Borrower shall be conclusive in the absence of manifest error.
Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its LIBOR Lending Office) to avoid or to minimize any amounts which may
otherwise be payable pursuant to this Section; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

         SECTION 2.17 REQUIREMENTS OF LAW.

                  (a) If the adoption of or any change in any Requirement of Law
         or in the interpretation or application thereof or compliance by any
         Lender with any request or directive (whether or not having the force
         of law) from any central bank or other Governmental Authority made
         subsequent to the date hereof:

                           (i) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit or any application
         relating thereto, any LIBOR Rate Loan made by it, any Alternative
         Currency Loan made by it, or change the basis of taxation of payments
         to such Lender in respect thereof (except for changes in the rate of
         tax on the overall net income of such Lender);

                           (ii) shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, deposits or other liabilities in or for the
         account of, advances, loans or other extensions of credit by, or any
         other acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the LIBOR Rate hereunder; or

                           (iii) shall impose on such Lender any other
         condition;

         and the result of any of the foregoing is to increase the cost to such
         Lender of making or maintaining LIBOR Rate Loans, Alternative Currency
         Loans, or the Letters of Credit or to reduce any amount receivable
         hereunder or under any Note and such Lender's costs have increased with
         respect to other customers under similar circumstances, then, in any
         such case, the Borrower shall promptly pay






                                       60
<PAGE>

         such Lender, upon its demand, any additional amounts necessary to
         compensate such Lender for such additional cost or reduced amount
         receivable which such Lender reasonably deems to be material as
         determined by such Lender with respect to its LIBOR Rate Loans,
         Alternative Currency Loans, or Letters of Credit. A certificate as to
         any additional amounts payable pursuant to this Section submitted by
         such Lender, through the Administrative Agent, to the Borrower shall be
         conclusive in the absence of manifest error. Each Lender agrees to use
         reasonable efforts (including reasonable efforts to change its Domestic
         Lending Office or LIBOR Lending Office, as the case may be) to avoid or
         to minimize any amounts which might otherwise be payable pursuant to
         this paragraph of this Section; provided, however, that such efforts
         shall riot cause the imposition on such Lender of any additional costs
         or legal or regulatory burdens deemed by such Lender to be material.

         (b) If any Lender shall have reasonably determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, and such Lender has experienced such
effect with respect to other customers under similar circumstances, then from
time to time, within fifteen (15) days after demand by such Lender, the Borrower
shall pay to such Lender such additional amount as shall be certified by such
Lender as being required to compensate it for such reduction. Such a certificate
as to any additional amounts payable under this Section submitted by a Lender
(which certificate shall include a description of the basis for the
computation), through the Administrative Agent, to the Borrower shall be
conclusive absent manifest error.

         (c) The agreements in this Section 2.17 shall survive the termination
of this Agreement and payment of the Notes and all other amounts payable
hereunder.

         SECTION 2.18 INDEMNITY.

         The Borrower hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, or in a currency other than as
required hereunder, in each case including, but not limited to, any foreign
exchange cost and any such loss or expense arising from interest or fees payable
by such





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<PAGE>

Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender, through the Administrative Agent, to the
Borrower (which certificate must be delivered to the Administrative Agent within
thirty days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive termination of this Agreement and payment of the Notes and all
other amounts payable hereunder.

         SECTION 2.19 TAXES.

                  (a) All payments made by the Borrower hereunder or under any
         Note will be, except as provided in Section 2.19(b), made free and
         clear of, and without: deduction or withholding for, any present or
         future taxes, levies, imposts, duties, fees, assessments or other
         charges of whatever nature now or hereafter imposed by any Governmental
         Authority or by any political subdivision or taxing authority thereof
         or therein with respect to such payments (but excluding any tax imposed
         on or measured by the net income or profits of a Lender) and all
         interest, penalties or similar liabilities with respect thereto (all
         such non-excluded taxes, levies, imposts, duties, fees, assessments or
         other charges being referred to collectively as "Taxes"). If any Taxes
         are so levied or imposed, the Borrower agrees to pay the full amount of
         such Taxes, and such additional amounts as may be necessary so that
         every payment of all amounts due under this Agreement or under any
         Note, after withholding or deduction for or on account of any Taxes,
         will not be less than the amount provided for herein or in such Note.
         The Borrower will furnish to the Administrative Agent as soon as
         practicable after the date the payment of any Taxes is due pursuant to
         applicable law certified copies (to the extent reasonably available and
         required by law) of tax receipts evidencing such payment by the
         Borrower. The Borrower agrees to indemnify and hold harmless each
         Lender, and reimburse such Lender upon its written request, for the
         amount of any Taxes so levied or imposed and paid by such Lender but
         excluding any interest or penalties caused by such Lender's failure to
         pay any such taxes when due.

                  (b) Each Lender that is not a United States person (as such
         term is defined in Section 7701(a)(30) of the Code) agrees to deliver
         to the Borrower and the Administrative Agent on or prior to the Closing
         Date, or in the case of a Lender that is an assignee or transferee of
         an interest under this Agreement pursuant to Section 9.6(d) (unless the
         respective Lender was already a Lender hereunder immediately prior to
         such assignment or transfer), on the date of such assignment or
         transfer to such Lender, (i) if the Lender is a "bank" within the
         meaning of Section 881(c)(3)(A) of the Code, two accurate and complete
         original signed copies of Internal Revenue Service Form W-8BEN or
         W-8ECI (or successor forms) certifying such Lender's entitlement to a
         complete exemption from United States withholding tax with respect to
         payments to be made under this Agreement and under any Note, or (ii) if
         the Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
         of the Code, either Internal Revenue Service Form W8BEN or W-8ECI as
         set forth in clause (i) above, or (x) a certificate substantially in
         the form of Schedule 2.19 (any such certificate, a "2.19 Certificate")
         and (y) two accurate and complete original signed copies of Internal
         Revenue Service Form W-8 (or successor





                                       62
<PAGE>

         form) certifying such Lender's entitlement to an exemption from United
         States withholding tax with respect to payments of interest to be made
         under this Agreement and under any Note. In addition, each Lender
         agrees that it will deliver upon the Borrower's request updated
         versions of the foregoing, as applicable, whenever the previous
         certification has become obsolete or inaccurate in any material
         respect, together with such other forms as may be required in order to
         confirm or establish the entitlement of such Lender to a continued
         exemption from or reduction in United States withholding tax with
         respect to payments under this Agreement and any Note. Notwithstanding
         anything to the contrary contained in Section 2.19(a), but subject to
         the immediately succeeding sentence, (x) each Borrower shall be
         entitled, to the extent it is required to do so by law, to deduct or
         withhold Taxes imposed by the United States (or any political
         subdivision or taxing authority thereof or therein) from interest, fees
         or other amounts payable hereunder for the account of any Lender which
         is not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for U.S. Federal income tax purposes to the
         extent that such Lender has not provided to the Borrower U.S. Internal
         Revenue Service Forms that establish a complete exemption from such
         deduction or withholding and (y) the Borrower shall not be obligated
         pursuant to Section 2.19(a) hereof to gross-up payments to be made to a
         Lender in respect of Taxes imposed by the United States if (I) such
         Lender has not provided to the Borrower the Internal Revenue Service
         Forms required to be provided to the Borrower pursuant to this Section
         2.19(b) or (II) in the case of a payment, other than interest, to a
         Lender described in clause (ii) above, to the extent that such Forms do
         not establish a complete exemption from withholding of such Taxes.
         Notwithstanding anything to the contrary contained in the preceding
         sentence or elsewhere in this Section 2.19, the Borrower agrees to pay
         additional amounts and to indemnify each Lender in the manner set forth
         in Section 2.19(a) (without regard to the identity of the jurisdiction
         requiring the deduction or withholding) in respect of any amounts
         deducted or withheld by it as described in the immediately preceding
         sentence as a result of any changes after the Closing Date in any
         applicable law, treaty, governmental rule, regulation, guideline or
         order, or in the interpretation thereof, relating to the deducting or
         withholding of Taxes.

                  (c) Each Lender agrees to use reasonable efforts (including
         reasonable efforts to change its Domestic Lending Office or LIBOR
         Lending Office, as the case may be) to avoid or to minimize any amounts
         which might otherwise be payable pursuant to this Section; provided,
         however, that such efforts shall not cause the imposition on such
         Lender of any additional costs or legal or regulatory burdens deemed by
         such Lender in its sole discretion to be material.

                  (d) If the Borrower pays any additional amount pursuant to
         this Section 2.19 with respect to a Lender, such Lender shall use
         reasonable efforts to obtain a refund of tax or credit against its tax
         liabilities on account of such payment; provided that such Lender shall
         have no obligation to use such reasonable efforts if either (i) it is
         in an excess foreign tax credit position or (ii) it believes in good
         faith, in its sole discretion, that claiming a refund or credit would
         cause adverse tax consequences to it. In the event that such Lender
         receives such a refund or credit, such Lender shall pay to the Borrower
         an amount that such Lender reasonably determines is equal to the net
         tax benefit obtained by





                                       63
<PAGE>

         such Lender as a result of such payment by the Borrower. In the event
         that no refund or credit is obtained with respect to the Borrower's
         payments to such Lender pursuant to this Section 2.19(d), then such
         Lender shall upon request provide a certification that such Lender has
         not received a refund or credit for such payments. Nothing contained in
         this Section 2.19(d) shall require a Lender to disclose or detail the
         basis of its calculation of the amount of any tax benefit or any other
         amount or the basis of its determination referred to in the proviso to
         the first sentence of this Section 2.19(d) to the Borrower or any other
         party.

                  (e) The agreements in this Section 2.19 shall survive the
         termination of this Agreement and the payment of the Notes and all
         other amounts payable hereunder.

         SECTION 2.20 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

                  (a) In addition to its other obligations under Section 2.3,
         the Borrower hereby agrees to protect, indemnify, pay and save the
         Issuing Lender harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that the Issuing Lender may incur or be
         subject to as a consequence, direct or indirect, of (i) the issuance of
         any Letter of Credit or (ii) the failure of the Issuing Lender to honor
         a drawing under a Letter of Credit as a. result of any act or omission,
         whether rightful or wrongful, of any present or future de jure or de
         facto government or governmental authority (all such acts or omissions,
         herein called "Government Acts").

                  (b) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (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 any Letter 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 any Letter of Credit or the rights or
         benefits thereunder or proceeds thereof, in whole or in part, that may
         prove to be invalid or ineffective for any reason; (iii) for failure of
         the beneficiary of a Letter of Credit to comply fully with conditions
         required in order to draw upon a Letter of Credit; (iv) for errors,
         omissions, interruptions or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex or otherwise, whether or not
         they be in cipher; (v) for errors in interpretation of technical terms;
         (vi) for any loss or delay in the transmission or otherwise of any
         document required in order to make a drawing under a Letter of Credit
         or of the proceeds thereof; and (vii) for any consequences arising from
         causes beyond the control of the Issuing Lender, including, without
         limitation, any Government Acts. None of the above shall affect,
         impair, or prevent the vesting of the Issuing Lender's rights or powers
         hereunder.

                  (c) In furtherance and extension and not in limitation of the
         specific provisions hereinabove set forth, any action taken or omitted
         by the Issuing Lender,





                                       64
<PAGE>

         under or in connection with any Letter of Credit or the related
         certificates, if taken or omitted in good faith, shall not put such
         Issuing Lender under any resulting liability to the Borrower. It is the
         intention of the parties that this Agreement shall be construed and
         applied to protect and indemnify the Issuing Lender against any and all
         risks involved in the issuance of the Letters of Credit, all of which
         risks are hereby assumed by the Borrower, including, without
         limitation, any and all risks of the acts or omissions, whether
         rightful or wrongful, of any Governmental Authority. The Issuing Lender
         shall not, in any way, be liable for any failure by the Issuing Lender
         or anyone else to pay any drawing under any Letter of Credit as a
         result of any Government Acts or any other cause beyond the control of
         the Issuing Lender.

                  (d) Nothing in this Section 2.20 is intended to limit the
         reimbursement obligation of the Borrower contained in Section 2.3(d)
         hereof. The obligations of the Borrower under this Section 2.20 shall
         survive the termination of this Agreement. No act or omissions of any
         current or prior beneficiary of a Letter of Credit shall in any way
         affect or impair the rights of the Issuing Lender to enforce any right,
         power or benefit under this Agreement.

                  (e) Notwithstanding anything to the contrary contained in this
         Section 2.20, the Borrower shall have no obligation to indemnify any
         Issuing Lender in respect of any liability incurred by such Issuing
         Lender arising out of the gross negligence or willful misconduct of the
         Issuing Lender (including action not taken by an Issuing Lender), as
         determined by a court of competent jurisdiction.

         SECTION 2.21 DEFAULTING LENDERS; LIMITATION ON CLAIMS.

                  (a) Generally. In addition to the rights and remedies that may
         be available to the Administrative Agent or the Borrower under this
         Agreement or applicable law, if at any time a Lender is a Defaulting
         Lender such Defaulting Lender's right to participate in the
         administration of the Loans, this Agreement and the other Credit
         Documents (excluding for purposes hereof, those matters requiring the
         unanimous consent or approval of the Lenders, or requiring the approval
         of each Lender directly affected thereby, pursuant to Section 9.1(i)
         through 9.1(vii) hereof or Section 9.6(a)), including without
         limitation, any right to vote in respect of, to consent to or to direct
         any action or inaction of the Administrative Agent or to be taken into
         account in the calculation of the Required Lenders, shall be suspended
         during the pendency of such failure or refusal. If a Lender is a
         Defaulting Lender because it has failed to make timely payment to the
         Administrative Agent of any amount required to be paid to the
         Administrative Agent hereunder (without giving effect to any notice or
         cure periods), in addition to other rights and remedies which the
         Administrative Agent or the Borrower may have under the immediately
         preceding provisions or otherwise, the Administrative Agent shall be
         entitled (i) to collect interest from such Defaulting Lender on such
         delinquent payment for the period from the date on which the payment
         was due until the date on which the payment is made at the Federal
         Funds Effective Rate, (ii) to withhold or setoff and to apply in
         satisfaction of the defaulted payment and any related interest, any
         amounts otherwise payable to such Defaulting Lender under this
         Agreement or any other Credit





                                       65
<PAGE>

         Document until such defaulted payment and related interest has been
         paid in full and such default no longer exists and (iii) to bring an
         action or suit against such Defaulting Lender in a court of competent
         jurisdiction to recover the defaulted amount and any related interest.
         Any amounts received by the Administrative Agent in respect of a
         Defaulting Lender's Loans shall not be paid to such Defaulting Lender
         and shall be held uninvested by the Administrative Agent and either
         applied against the purchase price of such Loans under the following
         subsection (b) or paid to such Defaulting Lender upon the default of
         such Defaulting Lender being cured.

                  (b) Purchase of Defaulting Lender's Commitment. Any Lender who
         is not a Defaulting Lender shall have the right, but not the
         obligation, in its sole discretion, to acquire all of a Defaulting
         Lender's Commitment. If more than one Lender exercises such right, each
         such Lender shall have the right to acquire such proportion of such
         Defaulting Lender's Commitment on a pro rata basis. Upon any such
         purchase, the Defaulting Lender's interest in the Loans and its rights
         hereunder (but not its liability in respect thereof or under the Credit
         Documents or this Agreement to the extent the same relate to the period
         prior to the effective date of the purchase) shall terminate on the
         date of purchase, and the Defaulting Lender shall promptly execute all
         documents reasonably requested to surrender and transfer such interest
         to the purchaser thereof subject to and in accordance with the
         requirements set forth in Section 9.6, including an appropriate
         Commitment Transfer Supplement. The purchase price for the Commitment
         of a Defaulting Lender shall be equal to the sum of the amount of the
         principal balance of the Loans outstanding and owed by the Borrower to
         the Defaulting Lender, plus any accrued interest with respect thereto,
         plus any fees or other amounts owed by the Borrower to the Defaulting
         Lender. Prior to payment of such purchase price to a Defaulting Lender,
         the Administrative Agent shall apply against such purchase price any
         amounts retained by the Administrative Agent pursuant to the last
         sentence of the immediately preceding subsection (a). The Defaulting
         Lender shall be entitled to receive amounts owed to it by the Borrower
         on account of principal of and interest on the Loans and the Notes, and
         fees and other amounts due under the Credit Documents which accrued
         prior to the date of the default by the Defaulting Lender, to the
         extent the same are received by the Administrative Agent from or on
         behalf of the Borrower. There shall be no recourse against any Lender
         or the Administrative Agent for the payment of such sums by the
         Borrower except to the extent of the receipt of payments from any other
         party or in respect of the Loans.

         SECTION 2.22 REPLACEMENT OF LENDERS.

         If any Lender shall become affected by any of the changes or events
described in Sections 2.15, 2.16, 2.17 or 2.19 (any such Lender being
hereinafter referred to as a "Replaced Lender") and shall petition the Borrower
for any increased cost or amounts thereunder, then in such case, the Borrower
may, upon at least five (5) Business Days' notice to the Administrative Agent
and such Replaced Lender, designate a replacement lender (a "Replacement
Lender") acceptable to the Administrative Agent in its reasonable discretion, to
which such Replaced Lender shall, subject to its receipt (unless a later date
for the remittance thereof shall be agreed upon by the Borrower and the Replaced
Lender) of all amounts owed to such Replaced Lender





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<PAGE>

under Sections 2.15, 2.16, 2.17 or 2.19 assign all (but not less than all) of
its rights, obligations, Loans and Commitments hereunder; provided, that all
amounts owed to such Replaced Lender by the Borrower (except liabilities which
by the terms hereof survive the payment in full of the Loans and termination of
this Agreement) shall be paid in full as of the date of such assignment. Upon
any assignment by any Lender pursuant to this Section 2.22 becoming effective,
the Replacement Lender shall thereupon be deemed to be a "Lender" for all
purposes of this Agreement and such Replaced Lender shall thereupon cease to be
a "Lender" for all purposes of this Agreement and shall have no further rights
or obligations hereunder (other than pursuant to Sections 2.15, 2.16, 2.17 or
2.19 and 9.5 while such Replaced Lender was a Lender;).

         Notwithstanding any Replaced Lender's failure or refusal to assign its
rights, obligations, Loans and Commitments under this Section 2.22, the Replaced
Lender shall cease to be a "Lender" for all purposes of this Agreement and the
Replacement Lender substituted therefor upon payment to the Replaced Lender by
the Replacement Lender of all amounts set forth in this Section 2.22 without any
further action of the Replaced Lender.

         SECTION 2.23 ALTERNATIVE CURRENCY MATTERS.

                  (a) Effectiveness of euro Provisions. With respect to any
         state (or the currency of such state) that is not a Participating
         Member State on the date of this Agreement, the provisions of this
         Section 2.23 shall become effective in relation to such state (and the
         currency of such state) at and from the date on which such state
         becomes a Participating Member State.

                  (b) Basis of Accrual. Subject to clause (a) above, with
         respect to the currency of any state that becomes a Participating
         Member State, the accrual of interest or fees expressed in this
         Agreement with respect to such currency shall be based upon the
         applicable convention or practice in the London Interbank Market for
         the basis of accrual of interest or fees in respect of the euro, which
         such convention or practice shall replace such expressed basis
         effective as of and from the date on which such state becomes a
         Participating Member State; provided that if any Loan in the currency
         of such state is outstanding immediately prior to such date, such
         replacement shall take effect, with respect to such Loan, at the end of
         the then current Interest Period.

                  (c) Redenomination of Alternative Currency Loans.

                           (i) Conversion to the Alternate Base Rate. If any
                  Alternative Currency Loan is required to bear interest based
                  on the Alternate Base Rate rather than the LIBOR Rate pursuant
                  to Section 2.15, Section 2.16 or any other applicable
                  provision hereof, such Loan shall be funded in Dollars in an
                  amount equal to the Dollar Amount of such Loan, all subject to
                  the provisions of Section 2.8(b). The Borrower shall reimburse
                  the Lenders upon any such conversion for any amounts required
                  to be paid under Section 2.18.




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<PAGE>

                           (ii) Redenomination of Loans. Subject to clause (a)
                  above, any Loan to be denominated in the currency of the
                  applicable Participating Member State shall be made in the
                  euro.

                           (iii) Redenomination of Obligations. Subject to
                  clause (a) above hereof, any obligation of any party under
                  this Agreement or any other Credit Document which has been
                  denominated in the currency of a Participating Member State
                  shall be redenominated into the euro.

                           (iv) Further Assurances. The terms and provisions of
                  this Agreement will be subject to such reasonable changes of
                  construction as determined by the Administrative Agent to
                  reflect the implementation of the EMU in any Participating
                  Member State or any market conventions relating to the fixing
                  and/or calculation of interest being changed or replaced and
                  to reflect market practice at that time, and subject thereto,
                  to put the Administrative Agent, the Lenders and the Borrower
                  in the same position, so far as possible, that they would have
                  been if such implementation had not occurred. In connection
                  therewith, the Borrower agrees, at the request of the
                  Administrative Agent, at the time of or at any time following
                  the implementation of the EMU in any Participating Member
                  State or any market conventions relating to the fixing and/or
                  calculation of interest being changed or replaced, to enter
                  into an agreement amending this Agreement in such manner as
                  the Administrative Agent shall reasonably request.

                  (d) Regulatory Limitation. In the event, as a result of
         increases in the value of Alternative Currencies against the Dollar or
         for any other reason, the obligation of any of the Lenders to make
         Multi-currency Revolving-1 Loans (taking into account the Dollar Amount
         of the Credit Party Obligations and all other indebtedness required to
         be aggregated under 12 U.S.C.A. Section 84, as amended, the regulations
         promulgated thereunder and any other Requirement of Law) is determined
         by such Lender to exceed its then applicable legal lending limit under
         12 U.S.C.A. Section 84, as amended, and the regulations promulgated
         thereunder, or any other Requirement of Law, the amount of additional
         Multi-currency Revolving-1 Loans such Lender shall be obligated to make
         or issue or participate in hereunder shall immediately be reduced to
         the maximum amount which such Lender may legally advance (as determined
         by such Lender), the obligation of each of the remaining Lenders
         hereunder shall be proportionately reduced, based on their applicable
         Multi-currency Revolving-1 Commitment Percentages and, to the extent
         necessary under such laws and regulations (as determined by each of the
         Lenders, with respect to the applicability of such laws and regulations
         to itself), and the Borrower shall reduce, or cause to be reduced,
         complying to the extent practicable with the remaining provisions
         hereof, the Multi-currency Revolving-1 Loans outstanding hereunder by
         an amount sufficient to comply with such maximum amounts.

                  (e) Exchange Indemnification and Increased Costs. The Borrower
         shall, upon demand from the Administrative Agent, pay to the
         Administrative Agent, any Issuing






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         Lender or any applicable Lender, the amount of (i) any loss or cost or
         increased cost incurred by the Administrative Agent, any Issuing Lender
         or any applicable Lender, (ii) any reduction in any amount payable to
         or in the effective return on the capital to the Administrative Agent,
         any Issuing Lender or any applicable Lender, (iii) any interest or any
         other return, including principal, foregone by the Administrative Agent
         or any applicable Lender as a result of the introduction of, change
         over to or operation of the euro, or (iv) any currency exchange loss,
         that Administrative Agent, any Issuing Lender or any Lender sustains as
         a result of any payment being made by the Borrower in a currency other
         than that originally extended to the Borrower or as a result of any
         other currency exchange loss incurred by the Administrative Agent or
         any applicable Lender under this Agreement. A certificate of the
         Administrative Agent, such Issuing Lender or such Lender setting forth
         the basis for determining such additional amount or amounts necessary
         to compensate the Administrative Agent, such Issuing Lender or the
         applicable Lender shall be conclusively presumed to be correct save for
         manifest error.

                  (f) Exchange Rates. For purposes of determining the Borrower's
         compliance with Section 2.8(b)(i)(B) or the borrowing limits set forth
         in Section 2.1(a)(ii), Section 2.3(a)(i), Section 2.3(a)(iii) and
         Section 4.3(c), the Dollar Amount of any Multi-currency Revolving-1
         Loan or Multi-currency LOC Obligation with respect to a Multi-currency
         Letter of Credit to be made, continued, converted or issued in an
         Alternative Currency shall be determined in accordance with the terms
         of this Agreement by the Administrative Agent (in respect of the most
         recent Revaluation Date). Such Dollar Amount shall become effective as
         of such Revaluation Date for such Multi-currency Revolving-1 Loan or
         Multi-currency Letter of Credit and shall be the Dollar Amount employed
         in converting any amounts between the applicable currencies until the
         next Revaluation Date to occur for such Multi-currency Revolving-1 Loan
         or Multi-currency Letter of Credit.

                  (g) Rounding and Other Consequential Changes. Subject to
         clause (a) above, without prejudice and in addition to any method of
         conversion or rounding prescribed by any EMU Legislation and without
         prejudice to the respective obligations of the Borrower to the
         Administrative Agent and the Lenders and the Administrative Agent and
         the Lenders to the Borrower under or pursuant to this Agreement, except
         as expressly provided in this Agreement, each provision of this
         Agreement, including, without limitation, the right to combine
         currencies to effect a set-off, shall be subject to such reasonable
         changes of interpretation as the Administrative Agent may from time to
         time specify to be necessary or appropriate to reflect the introduction
         of or change over to the euro in Participating Member States.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that as of the
Funding Date and thereafter for so long as this Agreement is in






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<PAGE>

effect and until the Commitments have terminated, no Note remains outstanding
and unpaid and the Credit Party Obligations, together with interest, Commitment
Fees and all other amounts owing to the Administrative Agent or any Lender
hereunder are paid in full:

         SECTION 3.1 FINANCIAL CONDITION.

         The consolidated balance sheets and the related statements of income,
retained earnings and cash flows of the Borrower and its Subsidiaries (excluding
the Acquired Company and its Subsidiaries) for the fiscal year ending December
31, 2000 and for the most recently ended fiscal quarter ending more than sixty
(60) days prior to the Funding Date, and for the Acquired Company and its
Subsidiaries for the fiscal year ending May 25, 2001 and for the most recently
ended fiscal quarter ending more than sixty (60) days prior to the Funding Date,
are complete and correct and present fairly, in all material respects, the
financial condition of, and the results of operations for, such Persons as of
such dates. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as disclosed therein). The Borrower and
its Restricted Subsidiaries, taken as a whole, have on the date hereof no
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the annual
financial information provided as of the immediately preceding fiscal year end
referred to above and as set forth on Schedule 3.1 or as set forth on Schedule
6.1(b).

         SECTION 3.2 NO CHANGE.

         Since December 31, 2000 (and after delivery of annual audited financial
statements in accordance with Section 5.1(a), from the date of the most recently
delivered annual audited financial statements) there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

         SECTION 3.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

         Each of the Borrower and its Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the requisite power and authority and the legal right to
own and operate all its material property, to lease the material property it
operates as lessee and to conduct the business in which it is currently engaged,
(c) is duly qualified to conduct business and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification except to the extent that
the failure to so qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect and except for those
Subsidiaries required to be so qualified and in good standing pursuant to the
terms of Section 5.15 following their reorganization or restructure on or about
the Funding Date and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.




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<PAGE>

         SECTION 3.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Borrower and the other Credit Parties has full power and
authority and the legal right to make, deliver and perform the Credit Documents
to which it is party and has taken all necessary limited liability company or
corporate action to authorize the execution, delivery and performance by it of
the Credit Documents to which it is party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery or performance of any Credit Document
by the Borrower and the other Credit Parties (other than those which have been
obtained) or with the validity or enforceability of any Credit Document against
the Borrower and the other Credit Parties (except such filings as are necessary
in connection with the perfection of the Liens created by such Credit
Documents). Each Credit Document to which it is a party has been duly executed
and delivered on behalf' of each of the Borrower and the other Credit Parties,
as the case may be. Each Credit Document to which it is a party constitutes a
legal, valid and binding obligation of each of the Borrower and the other Credit
Parties, as the case may be, enforceable against each of the Borrower and Credit
Parties, as the case may be, in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

         SECTION 3.5 NO LEGAL BAR; NO DEFAULT.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Borrower or its
Subsidiaries (except those as to which waivers or consents have been obtained),
and will not result in, or require, the creation or imposition of any Lien on
any of its or their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. Neither the Borrower
nor any of its Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

         SECTION 3.6 NO MATERIAL LITIGATION.

         Except as set forth in Schedule 3.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrower, threatened by or against the Borrower or
any of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to the Credit Documents or any Loan or any of the
transactions contemplated hereby, or (b) which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.

         SECTION 3.7 GOVERNMENT ACTS.

         (a) Neither the Borrower nor any Credit Party is an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.




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<PAGE>

         (b) Neither the Borrower nor any of its Subsidiaries is a "holding
company", or an "affiliate" of a "holding company" or a "subsidiary company" of
a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         SECTION 3.8 MARGIN REGULATIONS.

         No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect. The aggregate
value of all "margin stock" owned by the Borrower and its Subsidiaries taken as
a group does not exceed 25% of the value of their assets.

         SECTION 3.9 ERISA.

         Except as could not reasonably be expected to have a Material Adverse
Effect,

         (a) neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code;

         (b) no termination of a Single Employer Plan has occurred resulting in
any liability that has remained underfunded, and no Lien in favor of the PBGC or
a Plan has arisen, during such five-year period;

         (c) the present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits; and

         (d) neither the Borrower, nor any of its Subsidiaries, nor any Commonly
Controlled Entity is currently subject to any liability for a complete or
partial withdrawal from a Multiemployer Plan.

         SECTION 3.10 ENVIRONMENTAL MATTERS.

         Except as to matters with respect to which the Borrower and its
Subsidiaries could not reasonably be expected to incur liabilities in excess of
$50,000,000 in the aggregate:

                  (a) the facilities and properties owned, leased or operated by
         the Borrower or any of its Subsidiaries (the "Real Properties") do not
         contain any Hazardous Materials in amounts or concentrations which (i)
         constitute a violation of, or (ii) could give rise to liability under,
         any Environmental Law;




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<PAGE>

                  (b) the Real Properties and all operations of the Borrower
         and/or its Subsidiaries at the Real Properties are in compliance, and
         have in the last five years been in compliance, in all material
         respects with all applicable Environmental Laws, and there is no
         contamination at, under or about the Real Properties or violation of
         any Environmental Law with respect to the Real Properties or the
         business operated by the Borrower or any of its Subsidiaries (the
         "Business");

                  (c) neither the Borrower nor any of its Subsidiaries has
         received any written or actual notice of violation, alleged violation,
         non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with regard
         to any of the Real Properties or the Business, nor does the Borrower or
         any of its Subsidiaries have knowledge or reason to believe that any
         such notice will be received or is being threatened;

                  (d) Hazardous Materials have not been transported or disposed
         of from the Real Properties in violation of, or in a manner or to a
         location which could give rise to liability under any Environmental
         Law, nor have any Hazardous Materials been generated, treated, stored
         or disposed of at, on or under any of the Real Properties in violation
         of, or in a manner that could give rise to liability under, any
         applicable Environmental Law;

                  (e) no judicial proceeding or governmental or administrative
         action is pending or, to the knowledge of the Borrower, threatened,
         under any Environmental Law to which the Borrower or any Subsidiary is
         or will be named as a party with respect to the Real Properties or the
         Business, nor are there any consent decrees or other decrees, consent
         orders, administrative orders or other orders, or other administrative
         or judicial requirements outstanding under any Environmental Law with
         respect to the Real Properties or the Business; and

                  (f) there has been no release or threat of release of
         Hazardous Materials at or from the Real Properties, or arising from or
         related to the operations of the Borrower or any Subsidiary in
         connection with the Real Properties or otherwise in connection with the
         Business, in violation of or in amounts or in a manner that could give
         rise to liability under Environmental Laws.

         SECTION 3.11 PURPOSE OF LOANS.

         The proceeds of the Loans hereunder shall be used solely by the
Borrower to (i) consummate the Acquisition and to pay fees and expenses related
thereto, and to pay accrued quarterly dividends to shareholders of the Acquired
Company, (ii) acquire all partnership and other ownership interests currently
held by Dairy Farmers of America, Inc. in Suiza Dairy Group, L.P., a Delaware
limited partnership, (iii) refinance existing Indebtedness of Borrower, its
Restricted Subsidiaries and the Acquired Company and (iv) provide for working
capital, Permitted Acquisitions and other general corporate purposes (including
Capital Stock repurchase programs). The Letters of Credit shall be used for
general corporate purposes.




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<PAGE>

         SECTION 3.12 SUBSIDIARIES.

         Set forth on Schedule 3.12 is a complete and accurate list of all
Subsidiaries of the Borrower. Information on the attached Schedule includes
jurisdiction of incorporation; the number of shares of each class of Capital
Stock or other equity interests outstanding; the number and percentage of
outstanding shares of each class of stock owned by Borrower or its Subsidiaries;
and the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and similar rights. The outstanding Capital
Stock and other equity interests of all such Subsidiaries is validly issued,
fully paid and non-assessable and is owned, free and clear of all Liens (other
than those arising under or contemplated in connection with the Credit
Documents). As of the Funding Date, there are no Unrestricted Subsidiaries other
than the Unrestricted Subsidiaries specifically listed in the definition
thereof. Schedule 3.12 shall be updated quarterly by the Borrower with the
delivery of the financial information required pursuant to Section 5.1(b) by
giving written notice thereof to the Administrative Agent.

         SECTION 3.13 OWNERSHIP.

         Each of the Borrower and its Restricted Subsidiaries (a) is the owner
of, and has good and marketable title to, all of its respective assets, except
as may be permitted pursuant to Section 6.12 hereof, and none of such assets is
subject to any Lien other than Permitted Liens and (b) enjoys peaceful and
undisturbed possession of all Real Properties that are necessary for the
operation and conduct of its business.

         SECTION 3.14 INDEBTEDNESS.

         Except as otherwise permitted under Section 6.1, the Borrower and its
Restricted Subsidiaries have no Indebtedness.

         SECTION 3.15 TAXES.

         Each of the Borrower and its Subsidiaries has filed, or caused to be
filed, all tax returns (federal, state, local and foreign) required to be filed
other than returns for which failure to file would not have a Material Adverse
Effect and paid (a) all amounts of taxes shown thereon to be due (including
interest and penalties) and (b) all other taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which are
not yet delinquent or (ii) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP or (iii) for which nonpayment would not have a Material
Adverse Effect. Neither the Borrower nor any of its Subsidiaries is aware as of
the Closing Date of any proposed tax assessments against it or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

         SECTION 3.16 INTELLECTUAL PROPERTY.

         Each of the Borrower and its Restricted Subsidiaries owns, or has the
legal right to use, all trademarks, tradenames, patents, copyrights, technology,
know-how and processes





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<PAGE>

(collectively, the "Intellectual Property") necessary for each of them to
conduct its business as currently conducted. Set forth on Schedule 3.16 is a
list of all Intellectual Property owned by the Borrower and its Restricted
Subsidiaries or that the Borrower and its Restricted Subsidiaries has the right
to use. Except as provided on Schedule 3.16, no claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does the Borrower or any of its Restricted Subsidiaries know of
any such claim, and, to the knowledge of the Borrower or any of its Restricted
Subsidiaries, the use of such Intellectual Property by the Borrower or any of
its Restricted Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. Schedule 3.16 shall be
updated (by additions and deletions of such claims) by the Borrower quarterly
with the delivery of the financial information required pursuant to Section
5.1(b) by giving written notice thereof to the Administrative Agent.

         SECTION 3.17 SOLVENCY.

         The fair saleable value of all Credit Parties' assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. The Credit Parties on a consolidated
basis, will not (a) have unreasonably small capital in relation to the business
in which they are engaged or (b) have incurred, or believe that they will have
incurred after giving effect to the transactions contemplated by this Credit
Agreement, Indebtedness beyond their ability to pay such Indebtedness as it
becomes due.

         SECTION 3.18 INVESTMENTS.

         All Investments of each of the Borrower and its Restricted Subsidiaries
are Permitted Investments.

         SECTION 3.19 LOCATION OF COLLATERAL.

         Set forth on Schedule 3.19(a) is a list of the owned real property of
the Borrower and its Restricted Subsidiaries with street address, county and
state where located. Set forth on Schedule 3.19(b) is a list of all locations
where any material tangible personal property of the Borrower and its Restricted
Subsidiaries is located, including county and state where located.
Set forth on Schedule 3.19(c) is the chief executive office and principal place
of business of each of the Borrower and its Restricted Subsidiaries. Schedule
3.19(a), 3.19(b) and 3.19(c) shall be updated by the Borrower, quarterly with
the delivery of the financial information required pursuant to Section 5.1(b) by
giving written notice thereof to the Administrative Agent.

         SECTION 3.20 NO BURDENSOME RESTRICTIONS.

         None of the Borrower or any of its Restricted Subsidiaries is a party
to any agreement or instrument or subject to any other obligation or any charter
or corporate restriction or any provision of any applicable law, rule or
regulation which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.




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<PAGE>

         SECTION 3.21 BROKERS' FEES.

         None of the Borrower or any of its Subsidiaries has any obligation to
any Person in respect of any finder's, broker's, investment banking or other
similar fee in connection with the Extensions of Credit contemplated under the
Credit Documents other than the closing and other fees payable pursuant to this
Credit Agreement and the Fee Letter.

         SECTION 3.22 LABOR MATTERS.

         None of the Borrower or any of its Restricted Subsidiaries (i) is
currently suffering any strikes, walkouts, work stoppages or other material
labor difficulty, other than as set forth in Schedule 3.22 hereto or (ii) has
knowledge of any potential or pending strike, walkout or work stoppage, other
than as set forth in Schedule 3.22 hereto.

         SECTION 3.23 SECURITY DOCUMENTS.

         The Security Documents create valid security interests in, and Liens
on, the Collateral purported to be covered thereby, which security interests and
Liens are currently (or will be, upon the filing of appropriate financing
statements and the recordation of the applicable Mortgage Instruments in each
case in favor of First Union, as Administrative Agent for the Lenders) perfected
security interests and Liens, prior to all other Liens other than Permitted
Liens to the extent required by the Security Documents.

         SECTION 3.24 CONSUMMATION OF ACQUISITION.

         The Acquisition and related transactions have been consummated
substantially in accordance with the terms of the Acquisition Documents. As of
the Closing Date and as of the Funding Date, the Acquisition Documents have not
been altered, amended or otherwise modified or supplemented or any condition
thereof waived in any material respect without the prior written consent of the
Administrative Agent. Each of the representations and warranties made in the
Acquisition Documents by each of the Credit Parties (other than the Acquired
Company and its Subsidiaries) is true and correct except for any representation
or warranty therein the failure of which to be true and correct does not have or
could not reasonably be expected to have a Material Adverse Effect.

         SECTION 3.25 MATERIAL CONTRACTS.

         Schedule 3.25 sets forth a true and correct and complete list of all
Material Contracts currently in effect. All of the Material Contracts are in
full force and effect and no material defaults currently exist thereunder.
Schedule 3.25 shall be updated by the Borrower quarterly with the delivery of
the financial information required pursuant to Section 5.1(b) by giving written
notice thereof to the Administrative Agent.




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<PAGE>

         SECTION 3.26 ACCURACY AND COMPLETENESS OF INFORMATION.

         All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any other Credit Document, or any transaction contemplated hereby
or thereby, is or will be true and accurate in all material respects and not
incomplete by omitting to state any material fact necessary to make such
information not misleading. There is no fact now known to the Borrower or any of
its Subsidiaries which has, or could reasonably be expected to have, a Material
Adverse Effect which fact has not been set forth herein, in the financial
statements of the Borrower and its Subsidiaries furnished to the Administrative
Agent and/or the Lenders, or in any certificate, opinion or other written
statement made or furnished by the Borrower to the Administrative Agent and/or
the Lenders.

         SECTION 3.27 INTEREST RATE PROTECTION.

         The Borrower has, as of the Funding Date, Hedging Agreements in place
protecting against fluctuations in interest rates which provide for coverage of
not less than $500,000,000 for a period of not less than two (2) years.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         SECTION 4.1 CONDITIONS TO CLOSING DATE.

         This Agreement shall become effective upon the satisfaction of the
following conditions precedent:

                  (a) Execution of Agreement. The Administrative Agent shall
         have received (i) counterparts of this Agreement, executed by a duly
         authorized officer of each party hereto and (ii) for the account of
         each Lender, a Revolving-1 Note, a Tranche A-1 Term Note and a Tranche
         B-1 Term Note and for the account of the Swingline Lender, a Swingline
         Note.

                  (b) Authority Documents. The Administrative Agent shall have
         received a secretary's certificate substantially in the form of
         Schedule 4.1(b) with respect to the following:

                           (i) Charter Documents. Copies of the certificate of
                  incorporation of the Borrower certified to be true and
                  complete as of a recent date by the appropriate Governmental
                  Authority of the state of its incorporation.

                           (ii) Resolutions. Copies of resolutions of the board
                  of directors of the Borrower approving and adopting the Credit
                  Documents, the transactions contemplated therein and
                  authorizing execution and delivery thereof, certified by an
                  officer of Borrower as of the Closing Date to be true and
                  correct and in force and effect as of such date.



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<PAGE>

                           (iii) Bylaws. A copy of the bylaws of the Borrower
                  certified by an officer of the Borrower as of the Closing Date
                  to be true and correct and in force and effect as of such
                  date.

                           (iv) Good Standing. Copies of (i) certificates of
                  good standing, existence or its equivalent with respect to the
                  Borrower certified as of a recent date by the appropriate
                  Governmental Authorities of the state of incorporation and
                  each other state in which the failure to so qualify and be in
                  good standing could reasonably be expected to have a Material
                  Adverse Effect on the business or operations of the Borrower
                  and its Subsidiaries, taken as a whole, and (ii) if available,
                  a certificate indicating payment of all corporate franchise
                  taxes certified as of a recent date by the appropriate
                  governmental taxing authorities.

                           (v) Incumbency. An incumbency certificate of the
                  Borrower certified by a secretary or assistant secretary to be
                  true and correct as of the Closing Date.

                  (c) Legal Opinions of Counsel. The Administrative Agent shall
         have received an opinion of legal counsel for the Borrower, dated the
         Closing Date and addressed to the Administrative Agent and the Lenders,
         in form and substance reasonably acceptable to the Administrative
         Agent.

                  (d) Disclosure Schedules. The Lenders shall have received and
         approved to their reasonable satisfaction copies of each of the
         disclosure schedules to this Agreement showing projected information to
         be included in the final versions of such schedules to be provided on
         the Funding Date. Such schedules shall have been prepared by the
         Borrower in good faith and based upon reasonable assumptions.

         SECTION 4.2 CONDITIONS TO INITIAL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make the initial Extensions of Credit
on the Funding Date is subject to the satisfaction of the following conditions
precedent on or before December 31, 2001:

                  (a) Execution of Agreements. The Administrative Agent shall
         have received counterparts of (i) the Security Agreement and Pledge
         Agreement and all other Security Documents executed by a duly
         authorized officer of the Borrower and (ii) a Joinder Agreement to this
         Agreement, the Pledge Agreement, the Security Agreement and all other
         Security Documents, in each case conforming to the requirements of this
         Agreement and executed by a duly authorized officer of each of the
         other Credit Parties party thereto.

                  (b) Authority Documents. The Administrative Agent shall have
         received a secretary's certificate substantially in the form of
         Schedule 4.1(b) with respect to the following:




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<PAGE>

                           (i) Charter Documents. Copies of the articles of
                  incorporation or other charter documents, as applicable, of
                  the Credit Parties Joining on the Funding Date, including the
                  Acquired Company and its Subsidiaries and each corporate
                  general partner of such Person, as applicable, certified to be
                  true and complete as of a recent date by the appropriate
                  Governmental Authority of the state of its incorporation.

                           (ii) Partnership Agreements; Disclosure Information.
                  With respect to each such Person that is a partnership or
                  limited partnership, a copy of the partnership agreement of
                  such Person, together with all amendments thereto, schedules
                  and any disclosure information, in each case certified) by a
                  general partner of such Person as of the Closing Date to be
                  true and correct and in force and effect as of such date.

                           (iii) Resolutions. Copies of resolutions or
                  certificate of authorization of the board of directors or
                  general partner of each of the Credit Parties joining on the
                  Funding Date, including the Acquired Company and its
                  Subsidiaries approving and adopting the Credit Documents, the
                  transactions contemplated therein and authorizing execution
                  and delivery thereof, certified by an officer or general
                  partner of such Person, as applicable, as of the Closing Date
                  to be true and correct and in force and effect as of such
                  date.

                           (iv) Bylaws. A copy of the bylaws of each of the
                  Acquired Company and its Subsidiaries and each corporate
                  general partner of such Person, as applicable, certified by an
                  officer of such Person or corporate general partner, as
                  applicable, as of the Closing Date to be true and correct and
                  in force and effect as of such date.

                           (v) Good Standing. Copies of (i) certificates of good
                  standing, existence or its equivalent with respect to each of
                  the Credit Parties joining on the Funding Date, including the
                  Acquired Company and its Subsidiaries certified as of a recent
                  date by the appropriate Governmental Authorities of the state
                  of incorporation or organization and each other state in which
                  the failure to so qualify and be in good standing could
                  reasonably be expected to have a Material Adverse Effect on
                  the business or operations of the Borrower and its
                  Subsidiaries, taken as a whole, except for those Subsidiaries
                  required to be so qualified and in good standing pursuant to
                  the terms of Section 5.15 following their :reorganization or
                  restructure on or about the Funding Date, and (ii) if
                  available, a certificate indicating payment of all corporate
                  franchise taxes certified as of a recent date by the
                  appropriate governmental taxing authorities.

                           (vi) Incumbency. An incumbency certificate of each of
                  the Credit Parties joining on the Funding Date, including the
                  Acquired Company and its Subsidiaries and each corporate
                  general partner of such Person, as applicable, certified by a
                  secretary or assistant secretary to be true and correct as of
                  the Funding Date.




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<PAGE>

                  (c) Legal Opinions of Counsel.

                           (i) The Administrative Agent shall have received an
                  opinion of legal counsel for the Borrower and its Subsidiaries
                  (including the Acquired Company and its Subsidiaries), dated
                  the Funding Date and addressed to the Administrative Agent and
                  the Lenders, in form and substance reasonably acceptable to
                  the Administrative Agent; and

                           (ii) The Administrative Agent shall have received an
                  opinion of Moore & Van Allen, PLLC, dated the Funding Date and
                  addressed to the Administrative Agent and the Lenders, in form
                  and substance reasonably acceptable to the Administrative
                  Agent.

                  (d) Litigation. There shall not exist any pending litigation
         or investigation or unresolved regulatory matters affecting or relating
         to the Borrower or any of its Subsidiaries, this Agreement and the
         other Credit Documents or the Acquisition that in the reasonable
         judgment of the Agents could be expected to have a Material Adverse
         Effect, that has not been settled, dismissed, vacated, discharged or
         terminated prior to the Closing Date.

                  (e) Personal Property Collateral. The Administrative Agent
         shall have received, in form and substance satisfactory to the Agents:

                           (i) searches of Uniform Commercial Code filings in
                  the jurisdiction of the chief executive office and state of
                  organization of each Credit Party and each jurisdiction where
                  any Collateral is located or where a filing would need to be
                  made in order to perfect the Administrative Agent's security
                  interest in the Collateral, copies of the financing statements
                  on file in such jurisdictions and evidence that no Liens exist
                  other than Permitted Liens;

                           (ii) duly executed UCC financing statements for each
                  appropriate jurisdiction as is necessary to perfect the
                  Administrative Agent's security interest in the Collateral;

                           (iii) duly executed consents as are necessary to
                  perfect the Lenders' security interest in the Collateral; and

                           (iv) in the case of any personal property Collateral
                  located at premises leased by a Credit Party, such estoppel
                  letters, consents and waivers from the landlords on such real
                  property as may be required by the Administrative Agent.

                  (f) Real Property Collateral. The Administrative Agent shall
         have received, in form and substance satisfactory to the Agents:




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                           (i) fully executed and notarized mortgages, deeds of
                  trust or deeds to secure debt (each, as the same may be
                  amended, modified, restated or supplemented from time to time,
                  a "Mortgage Instrument" and collectively the "Mortgage
                  Instruments") encumbering the fee interest in the properties
                  listed in Schedule 3.19(a) as properties owned by the Credit
                  Parties and designated as a material property, other than real
                  properties owned by the Acquired Company or its Subsidiaries
                  (each a "Mortgaged Property" and collectively the "Mortgaged
                  Properties") and a legal opinion with respect to the
                  enforceability of the Mortgage Instruments in form and
                  substance reasonably satisfactory to the Administrative Agent;

                           (ii) a title report obtained by the Credit Parties in
                  respect of each of the Mortgaged Properties attached as
                  Schedule 4.2(fl(ii) (each a "Significant Mortgaged Property");

                           (iii) with respect to each Significant Mortgaged
                  Property, an ALTA or substantially equivalent mortgagee title
                  insurance policy issued by a title company acceptable to the
                  Administrative Agent (the "Mortgage Policies"), in amounts
                  acceptable to the Administrative Agent with respect to any
                  particular Significant Mortgaged Property, assuring the
                  Administrative Agent that each of the Mortgage Instruments
                  creates a valid and enforceable first priority mortgage lien
                  on the applicable Significant Mortgaged Property, free and
                  clear of all defects and encumbrances except Permitted Liens,
                  which Mortgage Policies shall be in form and substance
                  reasonably satisfactory to the Administrative Agent and shall
                  provide for affirmative insurance and such reinsurance as the
                  Administrative Agent may reasonably request, all of the
                  foregoing in form and substance reasonably satisfactory to the
                  Administrative Agent;

                           (iv) evidence as to (A) whether any Mortgaged
                  Property is in an area designated by the Federal Emergency
                  Management Agency as having special flood or mud slide hazards
                  (a "Flood Hazard Property") and (B) if any Mortgaged Property
                  is a Flood Hazard Property, (1) whether the community in which
                  such Mortgaged Property is located is participating in the
                  National Flood Insurance Program, (2) the applicable Credit
                  Party's written acknowledgment of receipt of written
                  notification from the Administrative Agent (a) as to the fact
                  that such Mortgaged Property is a Flood Hazard Property and
                  (b) as to whether the community in which each such Flood
                  Hazard Property is located is participating in the National
                  Flood Insurance Program and (3) copies of insurance policies
                  or certificates of insurance of the Borrower and its
                  Subsidiaries evidencing flood insurance reasonably
                  satisfactory to the Administrative Agent and naming the
                  Administrative Agent as sole loss payee on behalf of the
                  Lenders; and

                           (v) existing maps or plats of an as-built survey of
                  the sites of the Significant Mortgaged Properties certified to
                  the Administrative Agent and the Title Insurance Company in a
                  manner reasonably satisfactory to them, dated a date
                  satisfactory to each of the Administrative Agent and the Title
                  Insurance





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<PAGE>

                  Company by an independent professional licensed land surveyor
                  reasonably satisfactory to each of the Administrative Agent
                  and the Title Insurance Company, which maps or plats and the
                  surveys on which they are based shall be (A) sufficient to
                  delete any standard printed survey exception contained in the
                  applicable title policy and be made in accordance with the
                  Minimum Standard Detail Requirements for Land Title Surveys
                  jointly established and adopted by the American Land Title
                  Association and the American Congress on Surveying and Mapping
                  in 1992 or (B) otherwise satisfactory to the Administrative
                  Agent.

                  (g) Liability, Casualty and Business Interruption Insurance.
         The Administrative Agent shall have received copies of insurance
         policies or certificates of insurance evidencing liability and casualty
         insurance meeting the requirements set forth herein or in the Security
         Documents and business interruption insurance satisfactory to the
         Agents. The Administrative Agent shall be named (to the extent
         permitted) as loss payee and/or additional insured on all such
         insurance policies for the benefit of the Lenders.

                  (h) Fees. The Administrative Agent, the Syndication Agent and
         the Lenders shall have received all fees, if any, owing pursuant to the
         Fee Letter and Section 2.6.

                  (i) Reliance. The Administrative Agent shall have received a
         copy of each opinion, report, agreement, and other document required to
         be delivered pursuant to the Acquisition Documents in connection with
         the Acquisition and related transactions, and to the extent available
         with a letter from each Person delivering any such opinion authorizing
         reliance thereon by the Agents and the Lenders, all in form and
         substance reasonably satisfactory to the Agents.

                  (j) Solvency Evidence. The Administrative Agent shall have
         received an officer's certificate for the Credit Parties prepared by
         the chief financial officer or treasurer of the Borrower as to the
         financial condition, solvency and related matters of the Credit Parties
         taken as a whole, after giving effect to the initial borrowings under
         the Credit Documents, in substantially the form of Schedule 4.2(j)
         hereto.

                  (k) Account Designation Letter. The Administrative Agent shall
         have received the executed Account Designation Letter in the form of
         Schedule 1.1(a) hereto.

                  (l) Corporate Structure. The corporate capital and ownership
         structure of the Borrower and its Subsidiaries (after giving effect to
         the Acquisition) shall be as described in Schedule 3.12. The Agents
         shall be satisfied that the management structure, legal structure,
         voting control, liquidity and capitalization of the Borrower as of the
         Funding Date shall not have materially and adversely changed from the
         information relating thereto previously provided to the Lenders.

                  (m) Consummation of Acquisition. The Administrative Agent
         shall have received evidence that the transactions contemplated by the
         Merger Agreement have been consummated in accordance with the terms
         thereof which shall be reasonably acceptable





                                       82
<PAGE>

         to the Agents (including without limitation the amount and form of
         consideration to be paid to shareholders of the Acquired Company), that
         the representations and warranties in the Merger Agreement shall be
         accurate as of the Funding Date and the conditions contained therein
         shall have been satisfied as of such date, that the Senior Notes shall
         remain outstanding and that the Acquired Company shall remain in full
         compliance with the terms thereof and the Administrative Agent shall
         have received a final copy of the Merger Agreement, all material
         documents executed in connection therewith and all amendments or
         supplements thereto, certified by a Responsible Officer of the Borrower
         to be true and correct and in full force and effect.

                  (n) Government Consent. The Administrative Agent shall have
         received evidence that all governmental, shareholder and material third
         party consents and approvals (including, without limitation, consents
         and approvals of the Board of Directors of the Acquired Company)
         necessary in connection with the transactions contemplated by the
         Merger Agreement and the financings and other transactions contemplated
         hereby have been obtained and all applicable waiting periods have
         expired without any action being taken by any authority that could
         restrain, prevent or impose any material adverse conditions on such
         transactions or that could seek or threaten any of the foregoing.

                  (o) Compliance with Laws. The financings and other
         transactions contemplated hereby shall be in compliance with all
         applicable laws and regulations (including Environmental Laws and all
         applicable securities and banking laws, rules and regulations).

                  (p) Bankruptcy. There shall be no bankruptcy or insolvency
         proceedings with respect to the Borrower or any of its Restricted
         Subsidiaries.

                  (q) Financial Statements. The Administrative Agent shall have
         received copies of the financial statements referred to in Section 3.1
         hereof. The Agents and the Lenders shall have received audited
         financial statements for the Borrower and the Acquired Company for the
         most recently ended fiscal year ending more than 90 days prior to the
         Funding Date.

                  (r) Sources and Uses of Funds. The Administrative Agent shall
         have received a memorandum detailing the sources and uses of the funds
         to be used to consummate the Acquisition, the other transactions
         contemplated by this Agreement and the other Credit Documents and
         related expenses, in form and substance reasonably satisfactory to the
         Agents.

                  (s) Pro Forma Opening Statements and Updated Projections: The
         Agents and the Lenders shall have received pro forma opening financial
         statements ("Pro Forma Opening Statements") giving effect to the
         Acquisition and projections ("Updated Projections") updating the
         projection previously provided to the Lenders, together with such
         information as the Agents and the Lenders may reasonably request to
         confirm the tax, legal, and business assumptions made in such Pro Forma
         Opening Statements and Updated Projections. The Pro Forma Opening
         Statements and




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<PAGE>

         Updated Projections must demonstrate, in the reasonable judgment of the
         Agents, together with all other information then available to the
         Agents and the Lenders, the ability of the Borrower and its
         Subsidiaries, taken as a whole, to repay their debts and satisfy their
         respective other obligations as and when due and to comply with the
         financial covenants set forth in Section 5.9 hereof.

                  (t) Fairness Opinion. Receipt by the Agents of a copy of any
         fairness opinion from the Acquired Company's investment banker
         addressed to the Acquired Company's board of directors, relating to the
         terms of the Acquisition.

                  (u) Environmental Reports: The Administrative Agent shall have
         received a copy of each existing environmental review report detailing
         any environmental hazards or liabilities relating to the Mortgaged
         Properties, and, if requested by the Agents, a reliance letter
         satisfactory in form and substance to the Agents, from the
         environmental review firm that prepared such report.

                  (v) Approval of Asset Disposition. The Agents shall have
         reviewed and approved (such approval not to be unreasonably withheld)
         any asset sale, disposition or other divestiture required by or in
         connection with any governmental or regulatory approval required in
         connection with the consummation of the Acquisition.

                  (w) Leverage Ratio. The Borrower shall have demonstrated to
         the Agents that the ratio of Funded Debt to pro forma adjusted
         consolidated EBITDA for the Borrower and its Subsidiaries (to be
         determined by the Agents), after giving effect to the Acquisition, for
         the twelve consecutive calendar month period ending with the last
         calendar month immediately preceding the Funding Date, shall be no
         greater than 4.25 to 1.0.

                  (x) Existing Indebtedness. All existing Indebtedness for
         borrowed money of the Borrower and its Restricted Subsidiaries (other
         than the Indebtedness listed on Schedule 6.1(b) and the Senior Notes
         which shall remain outstanding and with respect to which the Acquired
         Company shall remain in full compliance with the terms thereof) shall
         have been repaid in full with the proceeds of the initial Loans
         hereunder and terminated, and Indebtedness under that certain
         $300,000,000 Credit Agreement dated as of January 4, 2000 among the
         Borrower, First Union, as administrative agent, Bank One, NA, as
         syndication agent, and the lenders party thereto shall have been repaid
         in full and such credit agreement shall have been terminated and any
         Liens granted thereunder or pursuant thereto shall have been released
         or arrangements satisfactory to the Agents shall have been made with
         respect thereto.

                  (y) Material Adverse Change. There shall not have been any
         occurrence or happening resulting in a Material Adverse Effect since
         (i) May 30, 2000 or (ii) the pro forma financial statements received by
         the Agents on March 22, 2001.




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<PAGE>

                  (z) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         financial officer or treasurer of the Borrower on behalf of the Credit
         Parties as of the Funding Date stating that (A) the Credit Parties and
         each of their Subsidiaries are in compliance with all existing material
         financial obligations, (B) all governmental, shareholder and third
         party consents and approvals, if any, with respect to the Credit
         Documents and the transactions contemplated thereby have been obtained,
         (C) no action, suit, investigation or proceeding; is pending or
         threatened in any court or before any arbitrator or governmental
         instrumentality that purports to affect a Credit Party, any of the
         Credit Parties' Subsidiaries or any transaction contemplated by the
         Credit Documents, if such action, suit, investigation or proceeding
         would have or be reasonably expected to have a Material Adverse Effect,
         and (D) immediately after giving effect to this Credit Agreement, the
         other Credit Documents and all the transactions contemplated therein to
         occur on such date, (1) no Default or Event of Default exists, (2) all
         representations and warranties contained herein and in the other Credit
         Documents are true and correct in all material respects, and (3) the
         Credit Parties are in compliance with each of the financial covenants
         set forth in Section 5.9 on a pro forma basis.

                  (aa) Disclosure Schedules. The Lenders shall have received
         final completed copies of each of the disclosure schedules to this
         Agreement and the Agents shall have approved the information contained
         therein to their reasonable satisfaction to the extent that such
         information varies materially and adversely from the disclosure
         schedules delivered on the Closing Date.

                  (bb) Additional Matters. All other documents and legal matters
         in connection with the transactions contemplated by this Agreement
         shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.

         SECTION 4.3 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make any Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

                  (a) Representations and Warranties. The representations and
         warranties made by the Credit Parties herein, in the Security Documents
         or which are contained in any certificate furnished at any time under
         or in connection herewith shall be true and correct in all material
         respects on and as of the date of such Extension of Credit as if made
         on and as of such date (or, if any such representation or warranty is
         expressly stated to have been made as of a specific date, as of such
         specific date).

                  (b) No Default or Event of Default. No Default or Event of
         Default shall have occurred and be continuing on such date or after
         giving effect to the Extension of Credit to be made on such date unless
         such Default or Event of Default shall have been waived in accordance
         with this Agreement.





                                       85
<PAGE>

                  (c) Compliance with Commitments. Immediately after giving
         effect to the making of any such Extension of Credit (and the
         application of the proceeds thereof), (i) the sum of the aggregate
         principal amount of outstanding Dollar Revolving-1 Loans plus Swingline
         Loans plus Dollar LOC Obligations shall not exceed the Dollar
         Revolving-1 Committed Amount, (ii) the sum of the aggregate principal
         Dollar Amount of outstanding Multi-currency Revolving-1 Loans plus the
         Dollar Amount of Multi-currency LOC Obligations shall not exceed the
         Multi-currency Revolving-1 Committed Amount, (iii) the Dollar Amount of
         the LOC Obligations shall not exceed the LOC Committed Amount and (iv)
         the Swingline Loans shall not exceed the Swingline Committed Amount.

                  (d) Additional Conditions to Revolving-1 Loans. If such Loan
         is made pursuant to Section 2.1, all conditions set forth in such
         Section shall have been satisfied.

                  (e) Additional Conditions to Swingline Loan. If such Loan is
         made pursuant to Section 2.2, all conditions set forth in such Section
         shall have been satisfied.

                  (f) Additional Conditions to Letters of Credit. If such
         Extension of Credit is made pursuant to Section 2.3, all conditions set
         forth in such Section shall have been satisfied.

         Each request for an Extension of Credit and each acceptance by the
Borrower of any such Extension of Credit shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in paragraphs (a) through (f) of this
Section have been satisfied.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

         The Borrower hereby covenants and agrees that on the Closing Date or
Funding Date (where so indicated), and thereafter for so long as this Agreement
is in effect and until the Commitments have terminated, no Note remains
outstanding and unpaid and the Credit Party Obligations, together with interest,
Commitment Fees and all other amounts owing to the Administrative Agent or any
Lender hereunder, are paid in full, the Borrower shall, and shall cause each of
its Subsidiaries to:

         SECTION 5.1 FINANCIAL STATEMENTS.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) Annual Financial Statements. As soon as available and in
         any event within 90 days after the end of each fiscal year of the
         Borrower:

                           (i) (A) consolidated statements of income,
                  stockholders' equity and cash flows of the Borrower and its
                  Subsidiaries for such fiscal year and (B) the related
                  consolidated balance sheet of the Borrower and its
                  Subsidiaries as at the end of such fiscal year, setting forth
                  in each case after the first anniversary of the





                                       86
<PAGE>

                  Funding Date in comparative form the corresponding
                  consolidated figures for the preceding fiscal year, and
                  accompanied by an opinion thereon of independent certified
                  public accountants of recognized national standing, which
                  opinion shall state that such consolidated financial
                  statements fairly present the consolidated financial condition
                  and results of operations of the Borrower and its
                  Subsidiaries, as at the end of, and for, such fiscal year in
                  accordance with GAAP, and a certificate of such accountants
                  stating that, in making the examination necessary for their
                  opinion, they obtained no knowledge, except as specifically
                  stated, of any Default or Event of Default; and

                           (ii) (A) consolidated statements of income and cash
                  flows of the Borrower and its Restricted Subsidiaries and (B)
                  the related consolidated balance sheet of the Borrower and its
                  directly owned Subsidiaries combined in significant groups, in
                  each case as at the end of such fiscal year,, setting forth in
                  each case after the first anniversary of the Funding Date in
                  comparative form the corresponding consolidated figures for
                  the preceding fiscal year, accompanied by a certificate of a
                  Responsible Officer of the Borrower, which certificate shall
                  state that such consolidated financial statements fairly
                  present the consolidated financial condition and results of
                  operations of the Borrower and its Subsidiaries as combined or
                  of the Borrower and its Restricted Subsidiaries, as the case
                  may be, and such consolidated financial statements fairly
                  present the respective financial condition and results of
                  operations of the Borrower and each group of such
                  Subsidiaries, in accordance with GAAP consistently applied, as
                  at the end of and for such period (subject to normal year-end
                  audit adjustments); and

                  (b) Quarterly Financial Statements. As soon as available and
         in any event within 45 days after the end of each of the first three
         quarterly fiscal periods of each fiscal year of the Borrower, (i) (A)
         consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries, (B) consolidated statements of income and cash flows
         of the Borrower and its Restricted Subsidiaries, in each case for such
         period and for the period from the beginning of the respective fiscal
         year to the end of such period, and (C) consolidating statements of
         income of the Borrower and its directly owned Subsidiaries combined in
         significant groups for such period, and (ii) (A) the related
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries and (B) the related consolidated balance sheet of the
         Borrower and its Restricted Subsidiaries, in each case as at the end of
         such period, setting forth in each case after the first anniversary of
         the Funding Date (other than consolidating statements) in comparative
         form the corresponding consolidated figures for the corresponding
         periods in the preceding fiscal year, accompanied by a certificate of a
         Responsible Officer of the Borrower, which certificate shall state that
         such consolidated financial statements fairly present the consolidated
         financial condition and results of operations of the Borrower and its
         Subsidiaries or of the Borrower and its Restricted Subsidiaries, as the
         case may be, and such consolidating financial statements fairly present
         the respective unconsolidated financial condition and results of
         operations of the Borrower and each group of such Subsidiaries, in
         accordance with GAAP consistently applied, as at the end of, and for,
         such period (subject to normal year-end audit adjustments);




                                       87
<PAGE>

all such financial statements to be accompanied by a description of, and an
estimation of the effect on the financial statements on account of, a change, if
any, in the application of accounting principles as provided in Section 1.3.

         SECTION 5.2 CERTIFICATES; OTHER INFORMATION.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) promptly upon their becoming available, to the extent not
         available by electronic means, copies of all registration statements
         and regular periodic reports, if any, that the Borrower shall have
         filed with the SEC or any national securities exchange;

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

                  (c) at the time it furnishes each set of financial statements
         pursuant to Sections 5.1(a) and 5.1(b) above, a certificate of a
         Responsible Officer of the Borrower (i) certifying that (A) each of the
         Credit Parties and its Subsidiaries during such period observed or
         performed in all material respects all of its covenants and other
         agreements, and satisfied in all material respects every condition,
         contained in this Agreement to be observed, performed or satisfied by
         it and (B) no Default or Event of Default has occurred and is
         continuing (or, if any Default or Event of Default has occurred and is
         continuing, describing the same in reasonable detail and describing the
         action that the Borrower has taken or proposes to take with respect
         thereto), (ii) setting forth in reasonable detail the computations
         necessary to determine whether the Credit Parties are in compliance
         with Section 5.9 hereof as of the end of the respective quarterly
         fiscal period or fiscal year and (iii) the information on Schedule
         3.12, Schedule 3.16, Schedule 3.19 and Schedule 3.25 is updated to be
         true and correct as of such date;

                  (d) within thirty (30) days after the same are sent, to the
         extent not available by electronic or other readily accessible means,
         copies of all reports (other than those otherwise provided pursuant to
         Section 5.1 and those which are of a promotional nature) and other
         financial information which the Borrower sends to its stockholders, and
         within thirty days after the same are filed, copies of all financial
         statements and non-confidential reports which the Borrower may make to,
         or file with the Securities and Exchange Commission or any successor or
         analogous Governmental Authority;

                  (e) within ninety (90) days after the end of each fiscal year
         of the Borrower, a certificate containing information regarding the
         amount of all Asset Dispositions, Debt Issuances, and Equity Issuances
         that were made during such prior fiscal year and amounts received in
         connection with any Recovery Event during such prior fiscal year; and

                  (f) from time to time such other information regarding the
         financial condition, operations, business or prospects of the Borrower
         or any of its Subsidiaries (including, without limitation, any Plan or
         Multiemployer Plan and any reports or other information





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<PAGE>

         required to be filed under ERISA) as any Lender or the Administrative
         Agent may reasonably request.

         SECTION 5.3 PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with industry practice
(subject, where applicable, to specified grace periods) all of its material
obligations of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such
obligations, except when the amount or validity of such obligations and costs is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided
on the books of the Borrower or its Restricted Subsidiaries, as the case may be.

         SECTION 5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

                  (a) Preserve and maintain its legal existence and all of its
         material rights, privileges, licenses and franchises (provided that
         nothing in this Section 5.4 shall prohibit any transaction expressly
         permitted under Section 6.4 hereof).

                  (b) Pay and discharge all taxes, assessments and governmental
         charges or levies imposed on it or on its income or profits or on any
         of its assets prior to the date on which penalties attach thereto,
         except for any such tax, assessment, charge or levy the payment of
         which is being contested in good faith and by proper proceedings and
         against which adequate reserves are being maintained.

         SECTION 5.5 MAINTENANCE OF PROPERTY, INSURANCE.

                  (a) Keep all material property used or useful in its business
         in ;good working order and condition (ordinary wear and tear and
         obsolescence excepted).

                  (b) Maintain insurance with financially sound and reputable
         insurance companies, and with respect to Property and risks of a
         character usually maintained by corporations engaged in the same or
         similar business similarly situated, against loss, damage and liability
         of the kinds and in the amounts customarily maintained by such
         corporations; and furnish to the Administrative Agent, upon written
         request, full information as to the insurance carried; provided,
         however, that the Borrower and its Subsidiaries may maintain self
         insurance plans to the extent companies of similar size and in similar
         businesses do so. The Administrative Agent shall be named as loss payee
         or mortgagee, as its interest may appear, and/or additional insured
         with respect to any such insurance providing coverage in respect of any
         Collateral, and each provider of any such insurance shall agree, by
         endorsement upon the policy or policies issued by it or by independent
         instruments furnished to the Administrative Agent, that it will give
         the Administrative Agent thirty (30) days' prior written notice before
         any such policy or policies shall be altered or canceled, and that no
         act or default of the Borrower or any of its Subsidiaries or any other
         Person shall affect the rights of the Administrative Agent or





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<PAGE>


         the Lenders under such policy or policies. The present insurance
         coverage of the Borrower and its Subsidiaries is outlined as to
         carrier, policy number, expiration date, type and amount on Schedule
         5.5(b).

                  (c) On or before the Funding Date, deliver, to the extent not
         previously delivered, to the Administrative Agent certificates of
         insurance satisfactory to the Administrative Agent evidencing the
         existence of all insurance required to be maintained by the Borrower
         and its Restricted Subsidiaries hereunder and setting forth the
         respective coverages, limits of liability, carrier, policy number and
         period of coverage. Thereafter, each year the Borrower will deliver to
         the Administrative Agent certificates of insurance evidencing that all
         insurance required to be maintained by the Borrower and its Restricted
         Subsidiaries hereunder will be in effect through the calendar year
         following the date of such certificates, subject only to the payment of
         premiums as they become due.

                  (d) In case of any material loss, damage to or destruction of
         the Property of any Credit Party or any part thereof, such Credit Party
         shall promptly give written notice thereof to the Administrative Agent
         generally describing the nature and extent of such damage or
         destruction.

         SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

                  (a) Keep adequate records and books of account in which
         complete entries in accordance with GAAP consistently applied and all
         Requirements of Law shall be made of all dealings and transactions in
         relation to its businesses and activities.

                  (b) Upon reasonable prior notice, permit representatives of
         any Lender or the Administrative Agent, during normal business hours,
         to examine, copy and make extracts from its books and records, to
         inspect any of its Real Properties, and to discuss its business and
         affairs with its officers, all to the extent reasonably requested by
         such Lender or the Administrative Agent (as the case may be).

         SECTION 5.7 NOTICES.

         Give prompt notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

                  (a) within five Business Days after any Credit Party knows or
         has reason to know thereof, the occurrence of any Default or Event of
         Default or a change in the Borrower's long-term public debt rating by
         either S&P or Moody's;

                  (b) any default or event of default under any Contractual
         Obligation of the Borrower or any of its Restricted Subsidiaries which
         could reasonably be expected to have a Material Adverse Effect;

                  (c) any legal or arbitral proceedings before any Governmental
         Authority and any material development in respect of such legal or
         other proceedings affecting the





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<PAGE>


         Borrower or any of its Restricted Subsidiaries, except proceedings
         that., if adversely determined, would not (either individually or in
         the aggregate) have a Material Adverse Effect;

                  (d) as soon as possible, and in any event within ten days
         after any Credit Party or any of its Restricted Subsidiaries knows or
         has reason to believe that any of the events or conditions specified
         below with respect to any Plan or Multiemployer Plan has occurred or
         exists, a statement signed by a Responsible Officer of the Borrower or
         such Credit Party setting forth details respecting such event or
         condition and the action, if any, that the Borrower, any Credit Party
         or any ERISA Affiliate proposes to take with respect thereto (and a
         copy of any report or notice required to be filed with or given to PBGC
         by the Borrower, any Credit Party or any ERISA Affiliate with respect
         to such event or condition):

                           (i) any Reportable Event with respect to a Plan, as
                  to which PBGC has not by regulation waived the requirement of
                  Section 4043(a) of ERISA that it be notified within 30 days of
                  the occurrence of such event (provided; that a failure to meet
                  the minimum funding standard of Section 412 of the Code or
                  Section 302 of ERISA, including, without limitation, the
                  failure to make on or before its due date a required
                  installment under Section 412(m) of the Code or Section 302(e)
                  of ERISA, shall be a reportable event regardless of the
                  issuance of any waivers in accordance with Section 412(d) of
                  the Code) and any request for a waiver under Section 412(d) of
                  the Code for any Plan;

                           (ii) the distribution under Section 4041 of ERISA of
                  a notice of intent to terminate any Plan or any action taken
                  by any Credit Party or any of its Subsidiaries or any ERISA
                  Affiliate to terminate any Plan;

                           (iii) the institution by PBGC of proceedings under
                  Section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by any Credit Party or any of its Subsidiaries or any
                  ERISA Affiliate of a notice from a Multiemployer Plan that
                  such action has been taken by PBGC with respect to such
                  Multiemployer Plan;

                           (iv) the complete or partial withdrawal from a
                  Multiemployer Plan by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate that results in liability
                  under Section 4201 or 4204 of ERISA (including the obligation
                  to satisfy secondary liability as a result of a purchaser
                  default) or the receipt by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate of notice from a
                  Multiemployer Plan that it is in reorganization or insolvency
                  pursuant to Section 4241 or 4245 of ERISA or that it intends
                  to terminate or has terminated under Section 4041A of ERISA;

                           (v) the institution of a proceeding by a fiduciary of
                  any Multiemployer Plan against any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate to




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<PAGE>


                  enforce Section 515 of ERISA, which proceeding is not
                  dismissed within 30 days; and

                           (vi) the adoption of an amendment to any Plan that,
                  pursuant to Section 401(a)(29) of the Code or Section 307 of
                  ERISA, would result in the loss of tax-exempt status of the
                  trust of which such Plan is a part if any Credit Party or any
                  of its Subsidiaries or any ERISA Affiliate fails to timely
                  provide security to the Plan in accordance with the provisions
                  of said Sections;

                  (e) any assertion of any Environmental Claim by any Person
         against, or with respect to the activities of, the Borrower or any of
         its Subsidiaries and notice of any alleged violation of or
         non-compliance with any Environmental Laws or any permits, licenses or
         authorizations, other than any Environmental Claim or alleged violation
         that, if adversely determined, would not (either individually or in the
         aggregate) have a Material Adverse Effect; and

                  (f) any other development or event which could reasonably be
         expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth- details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto. In
the case of any notice of a Default or Event of Default, the Borrower shall
specify that such notice is a Default or Event of Default notice on the face
thereof.

         SECTION 5.8 ENVIRONMENTAL LAWS.

         Without limiting the general terms set forth in Section 5.11:

                  (a) Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications, registrations
         or permits required by applicable Environmental Laws except to the
         extent that failure to do so could not reasonably be expected to have a
         Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
         and testing, and all remedial, removal and other actions required under
         Environmental Laws and promptly comply in all material respects with
         all lawful orders and directives of all Governmental Authorities
         regarding Environmental Laws except to the extent that the same are
         being contested in good faith by appropriate proceedings and the
         pendency of such proceedings could not reasonably be expected to have a
         Material Adverse Effect; and




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<PAGE>


                  (c) Defend, indemnify and hold harmless the Administrative
         Agent and the Lenders, and their respective employees, agents, officers
         and directors, from and against any and all claims, demands, penalties,
         fines, liabilities, settlements, damages, costs and expenses of
         whatever kind or nature known or unknown, contingent or otherwise,
         arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law applicable
         to the operations of the Borrower any of its Subsidiaries or the Real
         Properties, or any orders, requirements or demands of Governmental
         Authorities related thereto, including, without limitation, reasonable
         attorney's and consultant's fees, investigation and laboratory fees,
         response costs, court costs and litigation expenses, except to the
         extent that any of the foregoing arise out of the gross negligence or
         willful misconduct of the party seeking indemnification therefor. The
         agreements in this paragraph shall survive repayment of the Notes and
         all other amounts payable hereunder.

         SECTION 5.9  FINANCIAL COVENANTS.

                  The Borrower shall, and shall cause each of its Restricted
         Subsidiaries to, comply with the following financial covenants:

                  (a) Leverage Ratio. The Leverage Ratio, as of the last day of
         each fiscal quarter of the Borrower and its Restricted Subsidiaries
         occurring during each of the periods set forth below, shall be less
         than or equal to the following:

<Table>
<Caption>
         Period                                              Ratio
         ------                                              -----
<S>                                                       <C>
         Fifth Amendment Effective Date through and       4.00 to 1.00
         including March 31, 2005
         April 1, 2005 and thereafter                     3.75 to 1.00
</Table>

                  (b) Interest Coverage Ratio. The Interest Coverage Ratio, as
         of the last day of each fiscal quarter of the Borrower and its
         Restricted Subsidiaries, shall be greater than or equal to 3.00 to 1.0.

                  (c) Minimum Consolidated Net Worth. The Consolidated Net Worth
         shall at all times be equal to or greater than $1,750,000,000,
         increased on a cumulative basis as of the end of each fiscal quarter of
         the Borrower and its Restricted Subsidiaries, commencing with the
         fiscal quarter ending September 30, 2003, by an amount equal to 50% of
         the Consolidated Net Income (with no deduction for net losses) for the
         fiscal quarter then ended plus 50% of the amount by which the "total
         stockholders equity" of the Borrower is increased as a result of any
         public or private offering of ownership interests of the Borrower after
         the Fourth Amendment Effective Date (other than increases to the extent
         such increases result from Equity Issuances to, or capital
         contributions from, any Affiliate of the Borrower or Equity Issuances
         pursuant to an employee or director stock option or incentive plan or
         other employee benefit plan or from Equity Issuances in connection with
         the acquisition of assets or Capital Stock). Promptly upon consummation
         of each such public or private offering, the Borrower shall





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<PAGE>


         notify the Administrative Agent in writing of the amount of such
         increase in total stockholders equity.

         SECTION 5.10 OBLIGATIONS REGARDING SUBSIDIARIES; ADDITIONAL SUBSIDIARY
GUARANTORS.

                  (a) Except as permitted by Section 6.4, the Borrower will, and
         will cause each of its Restricted Subsidiaries to take such action from
         time to time as shall be necessary to ensure that each of its
         Restricted Subsidiaries remains a Subsidiary at all times.

                  (b) The Credit Parties will cause each of their wholly-owned
         Domestic Subsidiaries that are Material Subsidiaries and Restricted
         Subsidiaries (other than Suiza Capital Trust II), whether newly formed,
         after acquired or otherwise existing, to promptly become a Guarantor
         hereunder by way of execution of a Joinder Agreement and take such
         other action as may be required pursuant to the terms of Section 5.13.
         The guaranty obligations of each Additional Credit Party shall be
         secured by all real and personal property assets of such Additional
         Credit Party pursuant to the requirements of Section 5.13; provided,
         that obligations of the Acquired Company and its Subsidiaries shall not
         be secured by any real property owned by the Acquired Company or any of
         its Subsidiaries nor by any equity ownership interests of any of the
         Acquired Company's Subsidiaries that own any real property.

         SECTION 5.11 COMPLIANCE WITH LAW.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
assets if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.12  PLEDGED ASSETS.

                  (a) Each Credit Party will cause (i) (A) 100% of the Capital
         Stock (or, if less, the full amount owned by such Credit Party) of each
         of the direct or indirect Domestic Subsidiaries which are Material
         Subsidiaries of such Person and which are Restricted Subsidiaries, but
         which are not Subsidiaries of the Acquired Company, and (B) 65% of the
         Capital Stock (or, if less, the full amount owned by such Credit Party)
         of each of the First Tier Foreign Subsidiaries which are Material
         Subsidiaries of such Person (but which are not Subsidiaries of the
         Acquired Company), unless otherwise agreed by the Administrative Agent,
         and (ii) all of such Credit Party's real and personal property
         Collateral to be subject at all times to a first priority, perfected
         Lien in, favor of the Administrative Agent pursuant to the terms and
         conditions of the Security Documents or such other security documents
         as the Administrative Agent shall reasonably request subject only to
         Permitted Liens; provided, however, that notwithstanding the foregoing,
         no Unrestricted Subsidiary shall be required to pledge the Capital
         Stock of its Subsidiaries and the Borrower shall not be required to
         pledge the Capital Stock of Suiza Capital Trust II, and the Acquired
         Company and its Subsidiaries shall not be required to





                                       94
<PAGE>


         grant Liens in any real property nor in any equity ownership interests
         of any of the Acquired Company's Subsidiaries that own any real
         property.

                  (b) Within 30 days after a Credit Party changes the location
         of its chief executive office, the Borrower shall notify the
         Administrative Agent of such change and shall execute and deliver, or
         cause to be executed and delivered, to the Administrative Agent such
         UCC financing statements and other documentation as the Administrative
         Agent may reasonably request.

         SECTION 5.13  ADDITIONAL CREDIT PARTIES.

         As soon as practicable and in any event within 30 days after any Person
(whether newly formed, acquired or otherwise) becomes a Material Subsidiary that
is a Restricted Subsidiary of any Credit Party the Borrower shall provide the
Administrative Agent with written notice thereof setting forth information in
reasonable detail describing all of the assets of such Person and shall (a) if
such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such
Person to execute a Joinder Agreement in substantially the same form as Schedule
5.13 (subject to exceptions regarding real property and ownership interests as
collateral as set forth. herein in the case of a Subsidiary of the Acquired
Company), (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit
Party other than a Subsidiary of the Acquired Company) or, unless otherwise
agreed by the Administrative Agent, 65% (if such Person is a First Tier Foreign
Subsidiary of a Credit Party that is also a Material Subsidiary) of the Capital
Stock of such Person owned by a Credit Party to be delivered to the
Administrative Agent (together with undated stock powers signed in blank
(unless, with respect to a First Tier Foreign Subsidiary, such stock powers are
deemed unnecessary by the Administrative Agent in its reasonable discretion
under the law of the jurisdiction of incorporation of such Person)) and pledged
to the Administrative Agent pursuant to an appropriate pledge agreement(s) in
substantially the form of the Pledge Agreement or joinder to the Pledge
Agreement and otherwise in form acceptable to the Administrative Agent, (c) if
such Person is a Restricted Subsidiary, cause such Person to grant a security
interest in its material real property (excluding real property owned by a
Subsidiary of the Acquired Company) and the personal property Collateral of such
Person pursuant to appropriate mortgages and/or security agreements in
substantially the form of the Security Agreement or a joinder to the Security
Agreement, subject to no other Liens other than Permitted Liens [NOTE: PURSUANT
TO THE TERMS OF THE FIFTH AMENDMENT, ONLY RESTRICTED SUBSIDIARIES WHICH ARE
DOMESTIC SUBSIDIARIES WILL BE REQUIRED TO JOIN THE SECURITY AGREEMENT AND PLEDGE
A SECURITY INTEREST IN THEIR ASSETS], and (d) deliver such other documentation
as the Administrative Agent may reasonably request in connection with the
foregoing, including, without limitation, appropriate UCC-1 financing
statements, certified resolutions and other organizational and authorizing
documents of such Person and favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the
Administrative Agent's liens thereunder).


                                       95
<PAGE>

         SECTION 5.14  AMENDMENTS, MODIFICATIONS.

         The Borrower will furnish to the Administrative Agent a copy of each
modification, supplement or waiver of any provisions of any agreement,
instrument or other document evidencing or relating to the charter or bylaws of
the Borrower or any of its Restricted Subsidiaries promptly upon the
effectiveness thereof (and the Administrative Agent will promptly furnish a copy
thereof to each Lender).

         SECTION 5.15  FURTHER ASSURANCES.

         Upon the request of the Administrative Agent promptly perform or cause
to be performed any and all acts and execute or cause to be executed any and all
documents (including, without limitation, financing statements and continuation
statements) for filing under the provisions of the Uniform Commercial Code or
any other Requirement of Law which are necessary or advisable to maintain in
favor of the Administrative Agent, for the benefit of the Lenders, Liens on the
Collateral that are duly perfected in accordance with all applicable
Requirements of Law.

         SECTION 5.16  GOOD STANDING; POST-CLOSING QUALIFICATION.

         Within 30 days after the Funding Date, the Credit Parties will cause
each of their Subsidiaries that are restructured or reorganized on or about the
Funding Date to be duly qualified to conduct business and in good standing under
the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify or be in good standing could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

         The Borrower hereby covenants and agrees that on the Funding Date, and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Note remains outstanding and unpaid and the Credit Party
Obligations, together with interest, Commitment Fees and all other amounts owing
to the Administrative Agent or any Lender hereunder, are paid in full, the
Borrower shall, and shall cause each of its Subsidiaries, to act in accordance
with the following:

         SECTION 6.1 INDEBTEDNESS.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness arising or existing under this Agreement and
         the other Credit Documents;

                  (b) Indebtedness of the Borrower and its Restricted
         Subsidiaries existing as of the Funding Date (and not to be refinanced
         by the Loans as provided herein) as referenced in the financial
         statements referenced in Section 3.1 (and set out more specifically in
         Schedule 6.1(b)) hereto and renewals, refinancings or extensions
         thereof in





                                       96
<PAGE>

         a principal amount not in excess of that outstanding as of the date of
         such renewal, refinancing or extension.

                  (c) Indebtedness (including Capital Lease Obligations and
         obligations permitted under Section 6.12) incurred to finance the
         purchase of equipment, and other Capital Lease Obligations, not to
         exceed $50,000,000 in the aggregate outstanding at any time; provided
         that (i) such Indebtedness when incurred shall not exceed the purchase
         price or cost of construction of such asset and (ii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing;

                  (d) intercompany Indebtedness of the Restricted Subsidiaries
         of the Borrower to the Borrower or to other Restricted Subsidiaries of
         the Borrower or of the Borrower to any of its Restricted Subsidiaries;

                  (e) obligations in connection with any Permitted Receivables
         Financing, to the extent such obligations constitute Indebtedness;

                  (f) additional unsecured Indebtedness and/or Subordinated
         Indebtedness on terms and conditions reasonably satisfactory to the
         Agents of the Borrower and its Restricted Subsidiaries up to but not
         exceeding $100,000,000 in the aggregate at any one time outstanding;

                  (g) Indebtedness of a Restricted Subsidiary (i) consisting of
         tax-advantaged industrial revenue bond, industrial development bond or
         other similar financings assumed (or taken subject to) in connection
         with (but not incurred in connection with or in anticipation of) a
         Permitted Acquisition and (ii) existing at the time such Person becomes
         a Restricted Subsidiary pursuant to a Permitted Acquisition provided
         that such Indebtedness was not incurred by such Person in connection
         with, or in anticipation or contemplation of, such Person becoming a
         Restricted Subsidiary;

                  (h) Indebtedness in respect of Hedging Agreements to the
         extent permitted hereunder;

                  (i) Indebtedness of the Acquired Company and its Subsidiaries
         under the Senior Notes in an aggregate principal amount not to exceed
         $700,000,000 (as such amount may be reduced from time to time);

                  (j) other Subordinated Indebtedness; and

                  (k) other secured Indebtedness of the Borrower and its
         Restricted Subsidiaries up to but not exceeding $30,000,000 in the
         aggregate at any one time outstanding.






                                       97
<PAGE>

         SECTION 6.2 LIENS.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of its assets, whether now owned or hereafter acquired, except for Permitted
Liens.

         SECTION 6.3 NATURE OF BUSINESS.

         Neither the Borrower nor any of its Restricted Subsidiaries will engage
to any substantial extent in any line or lines of business activity other than
operations involved in the manufacture, processing and distribution of food or
packaging products or the lines of business conducted by the Borrower or any of
its Restricted Subsidiaries as of the Closing Date or which are related thereto.

         SECTION 6.4 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,

                  (a) enter into any transaction of merger or consolidation or
         amalgamation, or liquidate, wind up or dissolve itself (or suffer any
         liquidation or dissolution);

                  (b) acquire any business or assets from, or Capital Stock of,
         or be a party to any acquisition of, any Person except:

                           (i) for purchases of inventory and other assets to be
                  sold or used in the ordinary course of business;

                           (ii) Investments permitted under Section 6.5 hereof,
                  and

                           (iii) Permitted Acquisitions;

                  (c) convey, sell, lease, transfer or otherwise dispose of, in
         one transaction or a series of transactions, any part of its business
         or assets, whether now owned or hereafter acquired (including, without
         limitation, receivables and leasehold interests), but excluding:

                           (i) any Excluded Disposition or Specified Sale;

                           (ii) obsolete or worn-out Property, tools or
                  equipment no longer used or useful in its business (other than
                  any Excluded Disposition) or real Property no longer used or
                  useful in its business;

                           (iii) any sale, lease or transfer of assets from a
                  Credit Party to another Credit Party;

                           (iv) any sale of Transferred Assets by such Person to
                  a Receivables Financier in connection with a Permitted
                  Receivables Financing;




                                       98
<PAGE>

                           (v) any sale to the extent permitted under Section
                  6.12;

                           (vi) transfers of Capital Stock and assets pursuant
                  to the DFA Agreement, and sales, transfers and other
                  dispositions required or requested by any Governmental
                  Authority in connection with any required consent to
                  transactions contemplated by the Merger Agreement; and

                           (vii) transfers of other assets so long as the
                  aggregate amount thereof sold or otherwise disposed of in any
                  single fiscal year by the Borrower and its Restricted
                  Subsidiaries shall not have a book value in excess of ten
                  percent of the book value of the total assets of the Borrower
                  and its Restricted Subsidiaries owned on the later of the
                  Funding Date or the first day of such fiscal year;

         provided, that in each case with respect to subsections (vii) above at
         least 85% of the consideration received therefor by the Borrower or any
         such Restricted Subsidiary is in the form of cash or Cash Equivalents
         or Capital Stock or assets acquired in connection with a Permitted
         Acquisition or Permitted Investment; and

                  (d) Notwithstanding the foregoing provisions of this Section
         6.4, so long as no Default or Event of Default shall have occurred and
         be continuing, and after giving effect to any of the succeeding
         transactions, no Default or Event of Default would exist hereunder and
         so long as the Liens created under the Security Documents continue to
         be in effect:

                           (i) any Restricted Subsidiary of the Borrower may be
                  merged or consolidated with or into: (A) the Borrower if the
                  Borrower shall be the continuing or surviving corporation or
                  (B) any other Subsidiary (so long as such surviving Subsidiary
                  is either (x) a Credit Party or (y) an Additional Credit
                  Party);

                           (ii) any Restricted Subsidiary of the Borrower may
                  sell, lease, transfer or otherwise dispose of any or all of
                  its assets (upon voluntary liquidation or otherwise) to the
                  Borrower or a Restricted Subsidiary of the Borrower; and

                           (iii) any Unrestricted Subsidiary may be sold,
                  liquidated, wound up or dissolved, or may sell, lease,
                  transfer or otherwise dispose of any or all of its assets.

         SECTION 6.5 ADVANCES, INVESTMENTS AND LOANS.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
lend money or extend credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person except for Permitted Investments.






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         SECTION 6.6 TRANSACTIONS WITH AFFILIATES.

         Except as expressly permitted by this Agreement, the Borrower will not,
nor will it permit any of its Subsidiaries to, directly or indirectly: (a) make
any investment in an Affiliate other than Permitted Investments; (b) transfer,
sell, lease, assign or otherwise dispose of any assets to an Affiliate other
than Permitted Investments; (c) merge into or consolidate with or purchase or
acquire assets from an Affiliate other than Permitted Acquisitions; or (d) enter
into any other transaction directly or indirectly with or for the benefit of an
Affiliate (including, without limitation, guarantees and assumptions of
obligations of an Affiliate); provided that (i) any Affiliate who is an
individual may serve as a director, officer or employee of the Borrower or any
of its Subsidiaries and receive reasonable compensation for his or her services
in such capacity and (ii) the Borrower and its Subsidiaries may enter into
transactions (other than extensions of credit by the Borrower or any of its
Subsidiaries to an Affiliate that are not Permitted Investments) if the monetary
or business consideration arising therefrom would be substantially as
advantageous to the Borrower and its Restricted Subsidiaries as the monetary or
business consideration that would be obtained in a comparable transaction with a
Person not an Affiliate.

         SECTION 6.7 OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
create, form or acquire any Subsidiaries, except for (a) wholly-owned Domestic
Subsidiaries which, if Material Subsidiaries and not a Receivables Financing
SPC, are joined as Additional Credit Parties in accordance with the terms
hereof, (b) other Domestic Subsidiaries which are Restricted Subsidiaries, or
(c) Foreign Subsidiaries. The Borrower will not, nor will it permit its
Restricted Subsidiaries to, sell, transfer, pledge or otherwise dispose of any
Capital Stock or other equity interests in any of its Restricted Subsidiaries,
nor will it permit any of its Restricted Subsidiaries to issue, sell, transfer,
pledge or otherwise dispose of any of its Capital Stock or other equity
interests, except in a transaction permitted by Section 6.4.

         SECTION 6.8 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS; MATERIAL CONTRACTS.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
change its fiscal year except in the event that any such change could not
reasonably be expected to have a Material Adverse Effect. The Borrower will not,
nor will it permit any Subsidiary to, amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other similar document) or its jurisdiction of incorporation in any
manner that could reasonably be expected to have a Material Adverse Effect
without the prior written consent of the Required Lenders. The Borrower will
not, nor will it permit any of its Subsidiaries to, without the prior written
consent of the Administrative Agent, amend, modify, cancel or terminate or fail
to renew or extend or permit the amendment, modification, cancellation or
termination of any of the Material Contracts, except in the event that such
amendments, modifications, cancellations or terminations could not reasonably be
expected to have a Material Adverse Effect.




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         SECTION 6.9 LIMITATION ON ACTIONS.

                  (a) The Borrower will not, nor will it permit any Restricted
         Subsidiary to, directly or indirectly, create or otherwise cause or
         suffer to exist or become effective any encumbrance or restriction on
         the ability of any such Person to (i) pay dividends or make any other
         distributions to any Credit Party on its Capital Stock or with respect
         to any other interest or participation in, or measured by, its profits,
         (ii) pay any Indebtedness or other obligation owed to any Credit Party,
         (iii) make loans or advances to any Credit Party, (iv) sell, lease or
         transfer any of its properties or assets to any Credit Party, or (v)
         act as a Guarantor and pledge its assets pursuant to the Credit
         Documents or any renewals, refinancings, exchanges, refundings or
         extension thereof, except (in respect of any of the matters referred to
         in clauses (i)-(v) above) for such encumbrances or restrictions
         existing under or by reason of (A) this Agreement and the other Credit
         Documents, (B) applicable law, (C) any document or instrument governing
         Indebtedness incurred pursuant to Section 6.1(c), provided that any
         such restriction contained therein relates only to the asset or assets
         constructed or acquired in connection therewith, (D) customary
         restrictions and conditions contained in agreements relating to the
         sale of a Subsidiary or assets pending such sale, provided such
         restrictions and conditions apply only to the Subsidiary or assets that
         are to be sold and such sale is permitted hereunder, (E) restrictions
         or conditions imposed by any agreement relating to secured Indebtedness
         permitted by this Agreement if such restrictions or conditions apply
         only to the assets securing such Indebtedness, (F) customary provisions
         in leases and other contracts restricting the assignment thereof, (G)
         restrictions contained in documents executed in connection with any
         Permitted Receivables Financing, (H) any Permitted Lien or any document
         or instrument governing any Permitted Lien, provided that any such
         restriction contained therein relates only to the asset or assets
         subject to such Permitted Lien, (I) restrictions or conditions existing
         as a result of the issuance of preferred stock by a Subsidiary pursuant
         to warrants outstanding as of the Funding Date for the acquisition
         thereof, (J) any document or instrument governing the Senior Notes as
         in effect on the Funding Date, and (K) any indenture agreement,
         instrument or other arrangement relating to the assets or business of
         any Subsidiary and existing prior to the consummation of the Permitted
         Acquisition in which such Subsidiary was acquired.

                  (b) The Borrower will not, nor will it permit any Restricted
         Subsidiary to, enter into, assume or become subject to any agreement
         prohibiting or otherwise restricting the creation or assumption of any
         Lien upon its properties or assets, whether now owned or hereafter
         acquired, or requiring the grant of any security for such obligation if
         security is given for some other obligation except (i) pursuant to this
         Agreement and the other Credit Documents, (ii) pursuant to applicable
         law, (iii) pursuant to any document or instrument governing
         Indebtedness incurred pursuant to Section 6.1(c), provided that in the
         case of Section 6.1(c) any such restriction contained therein relates
         only to the asset or assets constructed or acquired in connection
         therewith, (iv) customary restrictions and conditions contained in
         agreements relating. to the sale of a Subsidiary or assets pending such
         sale, provided such restrictions and conditions apply only to the
         Subsidiary or assets that are to be sold and such sale is permitted
         hereunder, (v) restrictions or conditions imposed by any agreement
         relating to secured Indebtedness permitted by this Agreement if such
         restrictions or conditions apply only to the assets securing such
         Indebtedness, (vi) restrictions or conditions as the result of the
         issuance of





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         preferred stock by a Subsidiary pursuant to warrants outstanding as of
         the Funding Date for the acquisition thereof, (vii) customary
         provisions in leases and other contracts restricting the assignment
         thereof, (viii) pursuant to the documents executed in connection with
         any Permitted Receivables Financing (but only to the extent that the
         related prohibitions against other encumbrances pertain to the
         applicable Transferred Assets actually sold, contributed, financed or
         otherwise conveyed or pledged pursuant to such Permitted Receivables
         Financing), (ix) restrictions in any document or instrument governing
         any Permitted Lien, provided that any such restriction contained
         therein relates only to the asset or assets subject to such Permitted
         Lien, (x) restrictions or conditions contained in any document or
         instrument governing the Senior Notes as in effect on the Funding Date,
         and (xi) any indenture agreement, instrument or other arrangement
         relating to the assets or business of any Subsidiary and existing prior
         to the consummation of the Permitted Acquisition in which such
         Subsidiary was acquired.

         SECTION 6.10 RESTRICTED PAYMENTS.

                  The Borrower will not, nor will it permit any Restricted
         Subsidiary to, directly or indirectly, declare, order, make or set
         apart any sum for or pay any Restricted Payment, except (a) to make
         dividends payable solely in the same class of Capital Stock of such
         Person, (b) to make dividends or other distributions payable to any
         Credit Party (directly or indirectly through Subsidiaries), (c) to make
         dividends or repurchases on or before the Funding Date in order to
         consummate the transactions contemplated by the Credit Documents,
         Merger Documents and DFA Agreement, (d) to make dividends to or
         repurchases from the Borrower or the holders of ownership interests of
         such Subsidiary the proceeds of which shall be used to pay taxes that
         are then due and payable, (e) in the case of a Receivables Financing
         SPC, to make Restricted Payments to its owners to the extent of net
         income or other assets available therefor under applicable law, and (f)
         to make other Restricted Payments; provided, however (i) for so long as
         the Leverage Ratio of the Borrower as of the end of the most recently
         ended fiscal quarter for which financial statements have been delivered
         in accordance with Section 5.1(b) is greater than or equal to 3.75 to
         1.0, such Restricted Payments shall not exceed $50,000,000 during any
         fiscal year, and (ii) after giving effect to such Restricted Payments
         on a Pro Forma Basis, no Default or Event of Default shall have
         occurred and/or be continuing or be directly or indirectly caused as a
         result thereof. For the purpose of clarification, it is hereby
         understood and agreed that to the extent any Restricted Payments are
         made by the Borrower or any Restricted Subsidiary in a fiscal year
         prior to the time upon which subclause (f)(i)(A) above applies (i.e.,
         at the time that the Leverage Ratio of the Borrower as of the end of
         the most recently ended fiscal quarter is less than 3.75 to 1.0), the
         amount of such Restricted Payments made prior to such time shall not be
         counted in the limitation set forth in subclause (f)(i)(A) above.

         SECTION 6.11 PAYMENTS OF SUBORDINATED DEBT, ETC.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
after the issuance thereof, amend or modify (or permit the amendment or
modification of) any of the terms of any Subordinated Indebtedness in a manner
adverse to the interests of the Lenders (including





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specifically shortening the final maturity or average life to maturity or
requiring any payment to be made sooner than originally scheduled or increase
the interest rate or fees applicable thereto or change any subordination
provision thereof). The Borrower will not, nor will it permit any Restricted
Subsidiary to make any optional or voluntary prepayment of Subordinated
Indebtedness until the Credit Party Obligations shall have been paid in full and
the Commitments relating thereto shall have been terminated.

         SECTION 6.12 SALE LEASEBACKS.

         The Borrower will not, nor will it permit any Restricted Subsidiary to,
directly or indirectly, become or remain liable as lessee or as guarantor or
other surety with respect to any lease, whether an operating lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired in excess of $50,000,000 in the aggregate on an annual basis,
(a) which the Borrower or any Subsidiary has sold or transferred or is to sell
or transfer to a Person which is not the Borrower or any Subsidiary or (b) which
the Borrower or any Subsidiary intends to use for substantially the same purpose
as any other property which has been sold or is to be sold or transferred by the
Borrower or any Subsidiary to another Person which is not the Borrower or any
Subsidiary in connection with such lease.

         SECTION 6.13 USE OF PROCEEDS.

         The Borrower will not use the proceeds of the Loans and Letters of
Credit in a manner inconsistent with the uses permitted under Section 3.11
hereof.

         SECTION 6.14 SENIOR NOTES.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
make any prepayment of principal, interest or premium, if any, with respect to
the Senior Notes prior to the date upon which the Commitments have been
terminated and the Credit Party Obligations have been paid in full.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

         SECTION 7.1 EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a) The Borrower shall fail to pay any principal on any Note
         when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to reimburse the Issuing Lender for any LOC
         Obligations when due in accordance with the terms hereof; or the
         Borrower shall fail to pay any interest on any Note or any fee or other
         amount payable hereunder when due in accordance with the terms thereof
         or hereof and such failure shall continue unremedied for three (3)
         Business Days (or any Guarantor shall fail





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<PAGE>

         to pay on the Guaranty in respect of any of the foregoing or in respect
         of any other Guaranty Obligations thereunder); or

                  (b) Any representation or warranty made or deemed made herein,
         in the Security Documents or in any of the other Credit Documents or
         which is contained in any certificate, document or financial or other
         statement furnished at any time under or in connection with this
         Agreement shall prove to have been incorrect, false or misleading in
         any material respect on or as of the date made or deemed made; or

                  (c) (i) Any Credit Party shall fail to perform, comply with or
         observe any term, covenant or agreement applicable to it contained in
         Sections 5.4(a), 5.7(a) or 5.9 or Article VI hereof; or (ii) any Credit
         Party shall fail to comply with any other covenant, contained in this
         Credit Agreement or the other Credit Documents or any other agreement,
         document or instrument among any Credit Party, the Administrative Agent
         and the Lenders or executed by any Credit Party in favor of the
         Administrative Agent or the Lenders (other than as described in
         Sections 7.1 (a) or 7.1(c)(i) above), and in the event such breach or
         failure to comply is capable of cure, is not cured within thirty (30)
         days of its occurrence; or

                  (d) The Borrower or any of its Restricted Subsidiaries shall
         (i) default in any payment of principal of or interest on any
         Indebtedness (other than the Notes) in a principal amount outstanding
         of at least $50,000,000 in the aggregate for the Borrower and any of
         its Restricted Subsidiaries beyond the period of grace (not to exceed
         30 days), if any, provided in the instrument or agreement under which
         such Indebtedness was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any
         Indebtedness in a principal amount outstanding of at least $50,000,000
         in the aggregate for the Borrower and its Restricted Subsidiaries or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders of such Indebtedness or beneficiary or
         beneficiaries of such Indebtedness (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to become due prior
         to its stated maturity; or

                  (e) (i) The Borrower or any of its Restricted Subsidiaries
         shall commence any case, proceeding or other action (A) under any
         existing or future law of any jurisdiction, domestic or foreign,
         relating to bankruptcy, insolvency, reorganization or relief of
         debtors, seeking to have an order for relief entered with respect to
         it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a receiver, trustee, custodian,
         conservator or other similar official for it or for all or any
         substantial part of its assets, or the Borrower or any Restricted
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against the Borrower or any
         Restricted Subsidiary any case, proceeding or other action of a nature
         referred to in clause (i) above which (A) results in the entry of an
         order for relief or any such adjudication or appointment or (B)





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         remains undismissed, undischarged or unbonded for a period of 60 days;
         or (iii) there shall be commenced against the Borrower or any
         Restricted Subsidiary any case, proceeding or other action seeking
         issuance of a warrant of attachment, execution, distraint or similar
         process against all or any substantial part of its assets which results
         in the entry of an order for any such relief which shall not have been
         vacated, discharged, or stayed or bonded pending appeal within 60 days
         from the entry thereof; or (iv) the Borrower or any Restricted
         Subsidiary shall take any action in furtherance of, or indicating its
         consent to, approval of, or acquiescence in, any of the acts set forth
         in clause (i), (ii), or (iii) above; or (v) the Borrower or any
         Restricted Subsidiary shall generally not, or shall be unable to, or
         shall admit in writing its inability to., pay its debts as they become
         due; or

                  (f) One or more judgments or decrees shall be entered against
         the Borrower or any of its Restricted Subsidiaries involving in the
         aggregate a liability (to the extent not paid when due or covered by
         insurance) of $50,000,000 or more and all such judgments or decrees
         shall not have been paid and satisfied, vacated, discharged, stayed or
         bonded pending appeal within 30 days from the entry thereof, or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         (other than a Permitted Lien) shall arise on the assets of the
         Borrower, any of its Restricted Subsidiaries or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a Trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Borrower, any of its Restricted
         Subsidiaries or any Commonly Controlled Entity shall, or in the
         reasonable opinion of the Required Lenders is likely to, incur any
         liability in connection with a withdrawal from, or the Insolvency or
         Reorganization of, any Multiemployer Plan or (vi) any other similar
         event or condition shall occur or exist with respect to a Plan; and in
         each case in clauses (i) through (vi) above, such event or condition,
         together with all other such events or conditions, if any, could have a
         Material Adverse Effect; or

                  (h) A reasonable basis shall exist for the assertion against
         the Borrower or any of its Subsidiaries, or any predecessor in interest
         of the Borrower or any of its Subsidiaries, of (or there shall have
         been asserted against the Borrower or any of its Subsidiaries) an
         Environmental Claim that, in the judgment of the Required Lenders, is
         reasonably likely to be determined adversely to the Borrower or any of
         its Subsidiaries, and the amount thereof (either individually or in the
         aggregate) is reasonably likely to have a Material Adverse Effect
         (insofar as such amount is payable by the Borrower or any of its
         Subsidiaries but after deducting any portion thereof that is reasonably
         expected to be paid by other creditworthy Persons jointly and severally
         liable therefor); or





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<PAGE>

                  (i) A Change of Control shall occur; or

                  (j) The Guaranty or any provision thereof shall cease to be in
         full force and effect or any Guarantor or any Person acting by or on
         behalf of any Guarantor shall deny or disaffirm any Guarantor's
         obligations under the Guaranty; or

                  (k) Any other Credit Document shall fail to be in full force
         and effect or to give the Administrative Agent and/or the Lenders the
         security interests, liens, rights, powers and privileges purported to
         be created thereby (except as such documents may be terminated or no
         longer in force and effect in accordance with the terms thereof, other
         than those indemnities and provisions which by their terms shall
         survive).

         SECTION 7.2 ACCELERATION; REMEDIES.

         Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)
above, automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon), and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall immediately become due and payable,
the Administrative Agent shall have the right to enforce any and all other
rights and interests created and existing under the Credit Documents, including,
without limitation, all rights and remedies existing under the Security
Documents, all rights and remedies against a Guarantor and all rights of
set-off, and the Administrative Agent shall have the right to enforce any and
all other rights and remedies of a creditor under applicable law, and (b) if
such event is any other Event of Default, with the written consent of the
Required Lenders, the Administrative Agent may, or upon the written request of
the Required Lenders, the Administrative Agent shall, by notice to the Borrower
(a copy of which shall be sent to the Lenders), take any or all of the following
actions: (i) declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; (ii) declare the Loans (with accrued
interest thereon) and all other amounts owing under this Agreement and the Notes
to be due and payable forthwith and direct the Borrower to pay to the
Administrative Agent cash collateral as security for the LOC Obligations for
subsequent drawings under then outstanding Letters of Credit in an amount equal
to the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable; (iii)
enforce any and all other rights and interests created and existing under the
Credit Documents, including, without limitation, all rights and remedies
existing under the Security Documents, all rights and remedies against a
Guarantor and all rights of set-off; and (iv) enforce any and all rights and
remedies of a creditor under applicable law. Except as expressly provided above
in this Section 7.2, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.

         SECTION 7.3 JUDGMENT CURRENCY.

The obligation of the Borrower to pay the Credit Party Obligations and the
obligation of any such Person to make payments of any other amounts payable
hereunder or pursuant to any other





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Credit Document in the currency specified for such payment shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment,
which is expressed in or converted into any other currency, except to the extent
that such tender or recovery shall result in the actual receipt by each of the
Administrative Agent and Lenders of the full amount of the particular Permitted
Currency expressed to be payable pursuant to the applicable Credit Document. The
Administrative Agent shall, using all amounts obtained or received from the
Borrower pursuant to any such tender or recovery in payment of principal of and
interest on the Credit Party Obligations, promptly purchase the applicable
currency at the most favorable spot exchange rate determined by the
Administrative Agent to be available to it. The obligation of the Borrower to
make payments in the applicable currency shall be enforceable as an alternative
or additional cause of action solely for the purpose of recovering in the
applicable currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the currency expressed to be payable pursuant to the
applicable Credit Document.

                                  ARTICLE VIII
                                    THE AGENT

         SECTION 8.1 APPOINTMENT.

         Each Lender hereby irrevocably designates and appoints First Union
National Bank as the Administrative Agent of such Lender under this Agreement,
and each such Lender irrevocably authorizes First Union National Bank, as the
Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

         SECTION 8.2 DELEGATION OF DUTIES.

         The Administrative Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
Affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.






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         SECTION 8.3 EXCULPATORY PROVISIONS.

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

         SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Credit Parties), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
any of the Credit Documents in accordance with a request of the Required Lenders
or all of the Lenders, as may be required under this Agreement, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Notes.

         SECTION 8.5 NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default"'. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required





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Lenders; provided, however, that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders except to the extent that this Credit Agreement
expressly requires that such action be taken, or not taken, only with the
consent or upon the authorization of the Required Lenders, or all of the
Lenders, as the case may be.

         SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Credit Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Credit Parties which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

         SECTION 8.7 INDEMNIFICATION.

The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document' or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Administrative Agent's gross negligence or
willful





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misconduct, as determined by a court of competent jurisdiction. The agreements
in this Section 8.7 shall survive the termination of this Agreement and payment
of the Notes and all other amounts payable hereunder.

         SECTION 8.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

         SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Borrower and the Lenders. If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the Notes, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be approved by the Borrower, so long as
no Default or Event of Default has occurred and is continuing, whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. If no successor Administrative Agent has accepted
appointment as Administrative Agent within sixty (60) days after the retiring
Administrative Agent's giving notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless become effective and the Lenders shall
perform all duties of the Administrative Agent hereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided for above. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

         SECTION 8.10 RESPONSIBILITY OF OTHER AGENTS.

         The Syndication Agent, the co-documentation agents and any other agents
designated as such on the signature pages hereto (other than the Administrative
Agent) shall have no responsibilities under this Agreement or the other Credit
Documents other than as a Lender.

                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 9.1 AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL.




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         Neither this Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this Section nor
may be released except as specifically provided herein or in the Security
Documents or in accordance with the provisions of this Section 9.1. The Required
Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Agreement or the
other Credit Documents or changing in any manner the rights of the Lenders or of
the Borrower hereunder or thereunder or (b) waive, on such terms and conditions
as the Required Lenders may specify in such instrument, any of the requirements
of this Agreement or the other Credit Documents or any Default or Event of
Default and its consequences or (c) release Collateral in accordance with the
terms hereof or of any Security Document or on such other terms and conditions
as the Required Lenders may agree; provided, however, that no such waiver and no
such amendment, waiver, supplement, modification or release shall:

                           (i) reduce the amount or extend the scheduled date of
                  maturity of any Loan or Note or any installment thereon, or
                  the reimbursement obligations with respect to any Letters of
                  Credit, or extend the expiry of any Letter of Credit beyond
                  the Maturity Date, or reduce the stated rate of any interest
                  or fee payable hereunder (other than interest at the increased
                  post-default rate) or extend the scheduled date of any payment
                  thereof or increase the amount or extend the expiration date
                  of any Lender's Commitment, in each case without the written
                  consent of each Lender directly affected thereby (it being
                  understood and agreed that changes to the financial
                  definitions and financial covenants herein shall only require
                  the consent of the Required Lenders and waivers of mandatory
                  prepayments of the Loans required pursuant to Section 2.8(b)
                  hereof shall not constitute increases in the Commitment of any
                  Lender or extensions of the scheduled date of any payments to
                  any Lender); or

                           (ii) amend, modify or waive any provision of Section
                  2.13 or this Section 9.1, or reduce the percentage specified
                  in the definition of Required Lenders, without the written
                  consent of all the Lenders; or

                           (iii) amend, modify or waive any provision of Article
                  VIII without the written consent of the then Administrative
                  Agent; or

                           (iv) release all or any substantial portion of the
                  Guarantors from their obligations under the Guaranty without
                  the written consent of all of the Lenders; or

                           (v) release all or any substantial portion of the
                  Collateral without the written consent of all of the Lenders,
                  or

                           (vi) amend, modify or waive the allocation of any
                  payments or the realization of proceeds of Collateral among
                  the Revolving-1 Loans, the Tranche




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                  A-1 Term Loans and/or the Tranche B-1 Term Loans (or between
                  any two of such Loans), or the order of application of
                  payments specified in Section 2.8 without the consent of, if
                  affected thereby, (i) Lenders holding greater than 50% of the
                  Revolving-1 Committed Amount, (ii) Lenders holding greater
                  than 50% of the outstanding Tranche A-1 Term Loans and (iii)
                  Lenders holding greater than 50% of the outstanding Tranche
                  B-1 Term Loans.

                           (vii) amend, modify or waive the requirement that any
                  issue be resolved or determined with the consent, approval or
                  upon the request of the Required Lenders without the written
                  consent of the Required Lenders, or with the consent, approval
                  or upon the request of all Lenders, without the written
                  consent of all of the Lenders to the change of such voting
                  requirement and, provided, further, that no amendment, waiver
                  or consent affecting the rights or duties of the
                  Administrative Agent or the Issuing Lender under any Credit
                  Document shall in any event be effective, unless in writing
                  and signed by the Administrative Agent and/or the Issuing
                  Lender, as applicable, in addition to the Lenders required
                  hereinabove to take such action.

         Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Credit Parties, the Lenders, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the
Borrower, the other Credit Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

         Notwithstanding any of the foregoing to the contrary, the consent of
the Credit Parties shall not be required for any amendment, modification or
waiver of the provisions of Article VIII (other than the provisions of Section
8.9); provided, however, that the Administrative Agent will provide written
notice to the Borrower of any such amendment, modification or waiver. In
addition, the Borrower and the Lenders hereby authorize the Administrative Agent
to modify this Credit Agreement by unilaterally amending or supplementing the
Register from time to time in the manner requested by the Borrower, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersede the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.




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         SECTION 9.2 NOTICES.

         Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein and the appropriate confirmation is received, (c) the day
following the day on which the same has been delivered prepaid or pursuant to an
invoice arrangement to a reputable national overnight air courier service, or
(d) on the earlier of receipt or the fifth Business Day following the day on
which the same is sent by certified or registered mail, postage prepaid, return
receipt requested, in each case, addressed as follows in the case of the
Borrower, the other Credit Parties and the Administrative Agent, and as set
forth on Schedule 9.2 in the case of the Lenders, or to such other address as
may be hereafter notified by the respective parties hereto and any future
holders of the Notes:

         The Borrower               [Borrower/Name of Credit Party]
         and the other              c/o Dean Foods Company
         Credit Parties:            2515 McKinney Ave., Suite 1200
                                    Dallas, Texas 75201
                                    Attention:  Treasurer
                                    Telecopier:  (214) 303-3499
                                    Telephone:  (214) 303-3400

         The Administrative         Wachovia Bank, National Association
         Agent:                     Charlotte Plaza, 23rd Floor
                                    201 South College Street
                                    Charlotte, North Carolina 28288-0608
                                    Attention:  Syndication Agency Services
                                    Telecopier:  (704) 383-0288
                                    Telephone:  (704) 374-2698

                                    with a copy to:

                                    First Union National Bank
                                    One First Union Center, DC-5
                                    Charlotte, North Carolina 28288-0737
                                    Attention:  Mr. Jorge Gonzalez
                                    Telecopier:  (704) 715-1117
                                    Telephone:  (704) 383-8461

         SECTION 9.3 NO WAIVER; CUMULATIVE REMEDIES.

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or




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privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any document;,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans, provided that all such representations and warranties shall
terminate on the date upon which the Commitments have been terminated and all
amounts owing hereunder and under any Notes have been paid in full.

         SECTION 9.5 PAYMENT OF EXPENSES AND TAXES.

The Credit Parties agree (a) to pay or reimburse the Administrative Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with
the development, preparation, negotiation, printing and execution of, and any
amendment, supplement or modification to, this Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent, (b) to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the Notes
and any such other documents, including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent and to the Lenders
(including reasonable allocated costs of in-house legal counsel), (c) on demand,
to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, the Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender and the Administrative Agent and their Affiliates harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of the Credit Documents and any such other
documents and the use, or proposed use, of proceeds of the Loans (all of the
foregoing, collectively, the "indemnified liabilities"); provided, however, that
the Borrower shall not have any obligation hereunder to the Administrative Agent
or any Lender with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of the Administrative Agent or any such Lender,
as determined by a court of competent jurisdiction. The agreements in this
Section 9.5 shall survive repayment or assignment of the Loans, Notes and all
other amounts payable hereunder.

         SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the Borrower, the Lenders, the Administrative Agent, all
         future holders of the Notes and their





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         respective successors and assigns, except that the Borrower may not
         assign or transfer any of its rights or obligations under this
         Agreement or the other Credit Documents without the prior written
         consent of each Lender.

                  (b) Any Lender may, without notice to or consent of the
         Borrower and the Administrative Agent, in the ordinary course of its
         commercial banking 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 Note held
         by such Lender, any Commitment of such Lender, or any other interest of
         such Lender hereunder; (provided, however, that no settlement date
         relating to any such sale shall occur prior to the date which is one
         Business Day after the Funding Date).. In the event of any such sale by
         a Lender of participating interests to a Participant, such Lender's
         obligations under this Agreement to the other parties to this Agreement
         shall remain unchanged, such Lender shall remain solely responsible for
         the performance thereof, such Lender shall remain the holder of any
         such Note for all purposes under this Agreement, and the Borrower and
         the Administrative Agent shall continue to deal solely and directly
         with such Lender in connection with such Lender's rights and
         obligations under this Agreement. No Lender shall transfer or grant any
         participation under which the Participant shall have rights to approve
         any amendment to or waiver of this Agreement or any other Credit
         Document except to the extent such amendment or waiver would (i) extend
         the scheduled maturity of any Loan or Note, or extend the expiry date
         of any Letter of Credit in which such Participant is participating
         beyond the Maturity Date, or any installment thereon in which such
         Participant is participating, or reduce the stated rate or extend the
         time of payment of interest or fees thereon (except in connection with
         a waiver of interest at the increased post-default rate) or reduce the
         principal amount thereof, or increase the amount of the Participant's
         participation over the amount thereof then in effect (it being
         understood that a waiver of any Default or Event of Default shall not
         constitute a change in the terms of such participation, and that an
         increase in any Commitment or Loan shall be permitted without consent
         of any Participant if the Participant's participation is not increased
         as a result thereof), (ii) release all or substantially all of the
         Guarantors from their obligations under the Guaranty, (iii) release all
         or substantially all of the Collateral, or (iv) consent to the
         assignment or transfer by the Borrower of any of its rights and
         obligations under this Agreement other than in accordance with this
         Agreement. In the case of any such participation, the Participant shall
         not have any rights under this Agreement or any of the other Credit
         Documents (the Participant's rights against such Lender in respect of
         such participation to be those set forth in the agreement executed by
         such Lender in favor of the Participant relating thereto) and all
         amounts payable by the Borrower hereunder shall be determined as if
         such Lender had not sold such participation; provided that each
         Participant shall be entitled to the benefits of Sections 2.15, 2.16,
         2.17, 2.18, 2.19 and 9.5 with respect to its participation in the
         Commitments and the Loans outstanding from time to time, but no
         Participant shall be entitled to receive any greater amount pursuant to
         such Sections than the transferor Lender would have been entitled to
         receive in respect of the amount of the participation transferred by
         such transferor Lender to such Participant had no such transfer
         occurred.





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                  (c) Any Lender may, in the ordinary course of its business and
         in accordance with applicable law, at any time after the Funding Date,
         sell or assign to any Lender, any Affiliate of a Lender or in the case
         of the Tranche A-1 Term Loan or the Tranche B-1 Term Loan, any special
         purpose entity created thereby (including, without limitation, any
         entity which is engaged in investing in bank loans and is administered
         by a Lender or an Affiliate of a Lender) or an Approved Fund and with
         the consent of the Administrative Agent (provided, however, that no
         settlement date relating to such sale or assignment shall occur prior
         to the date which is one Business Day after the Funding Date) and, so
         long as no Event of Default has occurred and is continuing, the
         Borrower (in each case, which consent shall not be unreasonably
         withheld or delayed), to one or more additional banks, funds or other
         financial institutions ("Purchasing Lenders"), all or any part of its
         rights and obligations under this Agreement and the Notes in minimum
         amounts of (x) $5,000,000 with respect to its Dollar Revolving-1
         Subcommitment and its Dollar Revolving-1 Loans, (y) $5,000,000 with
         respect to its Multi-currency Revolving-1 Subcommitment and its
         Multi-currency Revolving-1 Loans or (z) $1,000,000 with respect to its
         Tranche A-1 Term Loan or Tranche B-1 Term Loan (or, if less, the entire
         amount of such Lender's obligations or such lesser amount agreed to by
         the Borrower and the Administrative Agent), pursuant to a Commitment
         Transfer Supplement, executed by such Purchasing Lender and such
         transferor Lender (and, in the case of a Purchasing Lender that is not
         then a Lender or an affiliate thereof, the Administrative Agent and, so
         long as no Event of Default has occurred and is continuing, the
         Borrower), and delivered to the Administrative Agent for its acceptance
         and recording in the Register; provided, however, that any sale or
         assignment to an existing Lender, an Affiliate of a Lender or in the
         case of the Tranche A-1 Term Loan or the Tranche B-1 Term Loan, a
         special purpose entity created thereby or an Approved Fund shall not
         require the consent of the Administrative Agent or the Borrower nor
         shall any such sale or assignment be subject to the minimum assignment
         amounts specified herein. Upon such execution, delivery, acceptance and
         recording, from and after the Transfer Effective Date specified in such
         Commitment Transfer Supplement, (x) the Purchasing Lender thereunder
         shall be a party hereto and, to the extent provided in such Commitment
         Transfer Supplement, have the rights and obligations of a Lender
         hereunder with a Commitment as set forth therein, and (y) the
         transferor Lender thereunder shall, to the extent provided in such
         Commitment Transfer Supplement, be released from its obligations under
         this Agreement (and, in the case of a Commitment Transfer Supplement
         covering all or the remaining portion of a transferor Lender's rights
         and obligations under this Agreement, such transferor Lender shall
         cease to be a party hereto). Such Commitment Transfer Supplement shall
         be deemed to amend this Agreement to the extent, and only to the
         extent, necessary to reflect the addition of such Purchasing Lender and
         the resulting adjustment of Commitment Percentages arising from the
         purchase by such Purchasing Lender of all or a portion of the rights
         and obligations of such transferor Lender under this Agreement and the
         Notes. On or prior to the Transfer Effective Date specified in such
         Commitment Transfer Supplement, the Borrower, at its own expense, and
         to the extent requested by the Purchasing Lender shall execute and
         deliver to the Administrative Agent in exchange for the Notes delivered
         to the Administrative Agent pursuant to such Commitment Transfer
         Supplement new Notes to the order of such Purchasing Lender in an
         amount equal to the Commitment assumed by





                                      116
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         it pursuant to such Commitment Transfer Supplement and, unless the
         transferor Lender has not retained a Commitment hereunder, new Notes to
         the order of the transferor Lender in an amount equal to the Commitment
         retained by it hereunder. Such new Notes shall be dated the Closing
         Date and shall otherwise be in the form of the Notes replaced thereby.
         The Notes surrendered by the transferor Lender shall be returned by the
         Administrative Agent to the Borrower marked "canceled".

                  (d) The Administrative Agent shall maintain at its address
         referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it 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. The entries in the Register shall be conclusive, in
         the absence of manifest error, and the Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register as the owner of the Loan recorded therein for all purposes
         of this Agreement. The Register shall be available for inspection by
         the Borrower or any Lender at any reasonable time and from time to time
         upon reasonable prior notice.

                  (e) Upon its receipt of a duly executed Commitment Transfer
         Supplement, together with payment to the Administrative Agent by the
         transferor Lender or the Purchasing Lender, as agreed between them, of
         a registration and processing fee of $3,500 for each Purchasing Lender
         listed in such Commitment Transfer Supplement and the Notes subject to
         such Commitment Transfer Supplement, the Administrative Agent shall (i)
         accept such Commitment Transfer Supplement, (ii) record the information
         contained therein in the Register and (iii) give prompt notice of such
         acceptance and recordation to the Lenders and the Borrower.

                  (f) The Credit Parties authorize each Lender to disclose to
         any Participant or Purchasing Lender (each, a "Transferee") and any
         prospective Transferee any and all financial information in such
         Lender's possession concerning the Credit Parties, their Subsidiaries
         and their Affiliates which has been delivered to such Lender by or on
         behalf of the Credit Parties pursuant to this Agreement or which has
         been delivered to such Lender by or on behalf of the Credit Parties in
         connection with such Lender's credit evaluation of the Credit Parties
         and their Affiliates prior to becoming a party to this Agreement, in
         each case subject to Section 9.15.

                  (g) At the time of each assignment pursuant to this Section
         9.6 to a Person which is not already a Lender hereunder and which is
         not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrower and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.19 Certificate) described in Section 2.19.

                  (h) Nothing herein shall prohibit any Lender from pledging or
         assigning any of its rights under this Agreement (including, without
         limitation, any right to payment of principal and interest under any
         Note) to any creditor or representative of creditors





                                      117
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         including any assignment to any Federal Reserve Bank in accordance with
         applicable laws. In the case of any Lender that is a fund that invests
         in bank loans, such Lender may, without the consent of the Borrower or
         Administrative Agent, assign or pledge all or any portion of its
         Tranche A-1 Term Note or its Tranche B-1 Term Note or any other
         instrument evidencing its rights as a Lender under the Tranche A-1 Term
         Loan or Tranche B-1 Term Loan under this Agreement to any trustee for,
         or any other representative of, holders of obligations owed or
         securities issued, by such fund, as security for such obligations or
         securities; provided that any foreclosure or similar action by such
         trustee or representative shall be subject to the provisions of this
         Section 9.6 concerning assignments.

         SECTION 9.7 ADJUSTMENTS; SET-OFF.

                  (a) Each Lender agrees that if any Lender (a "benefited
         Lender") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to
         events or proceedings of the nature referred to in Section 7.1(e), or
         otherwise) in a greater proportion than any such payment to or
         collateral received by any other Lender, if any, in respect of such
         other Lender's Loans, or interest thereon, such benefited Lender shall
         promptly notify the Administrative Agent thereof, and purchase for cash
         from the other Lenders a participating interest in such portion of each
         such other Lender's Loans, or shall provide such other Lenders with the
         benefits of any such collateral, or the proceeds thereof, as shall be
         necessary to cause such benefited Lender to share the excess payment or
         benefits of such collateral or proceeds ratably with each of the
         Lenders; provided, however, that if all or any portion of such excess
         payment or benefits is thereafter recovered from such benefited Lender,
         such purchase shall be rescinded, and the purchase price and benefits
         returned, to the extent of such recovery, but without interest. The
         Borrower agrees that each Lender so purchasing a portion of another
         Lender's Loans may exercise all rights of payment (including, without
         limitation, rights of set-off) with respect to such portion as fully as
         if such Lender were the direct holder of such portion.

                  (b) In addition to any rights and remedies of the Lenders
         provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to the
         Borrower, any such notice being expressly waived by the Borrower to the
         extent permitted by applicable law, upon the occurrence of any Event of
         Default, to setoff and appropriate and apply any and all deposits
         (general or special, time or demand, provisional or final), in any
         currency, and any other credits, indebtedness or claims, in any
         currency, in each case whether direct or indirect, absolute or
         contingent, matured or unmatured, at any time held or owing by such
         Lender or any branch or agency thereof to or for the credit or the
         account of the Borrower, or any part thereof in such amounts as such
         Lender may elect, against and on account of the obligations and
         liabilities of the Borrower to such Lender hereunder and claims of
         every nature and description of such Lender against the Borrower, in
         any currency, whether arising hereunder, under the Notes or under any
         documents contemplated by or referred to herein or therein, as such
         Lender may elect, whether or not such Lender has made any demand for
         payment and although such obligations, liabilities and claims may be
         contingent or






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<PAGE>

         unmatured. The aforesaid right of set-off may be exercised by such
         Lender against the Borrower or against any trustee in bankruptcy,
         debtor in possession, assignee for the benefit of creditors, receiver
         or execution, judgment or attachment creditor of the Borrower, or
         against anyone else claiming through or against the Borrower or any
         such trustee in bankruptcy, debtor in possession, assignee for the
         benefit of creditors, receiver, or execution, judgment or attachment
         creditor, notwithstanding the fact that such right of set-off shall not
         have been exercised by such Lender prior to the occurrence of any Event
         of Default. Each Lender agrees promptly to notify the Borrower and the
         Administrative Agent after any such set-off and application made by
         such Lender; provided, however, that the failure to give such notice
         shall not affect the validity of such set-off and application.

                  (c) Any amount to be set-off pursuant to clause (b) above may
         be denominated in any Permitted Currency. Any such amount which is
         denominated in an Alternative Currency shall be converted to Dollars in
         an amount equal to the Dollar Amount of such amount at the most
         favorable spot exchange rate determined by the Administrative Agent to
         be available to it; provided that if at the time of any such
         determination no such spot exchange rate can reasonably be determined,
         the Administrative Agent may use any reasonable method as it deems
         applicable to determine such rate, any such determination to be
         conclusive absent manifest error. Each Lender and any assignee or
         participant of such Lender in accordance with Section 9.6 are hereby
         authorized by each Borrower to combine currencies, as deemed necessary
         by such Person, in order to effect any set-off pursuant to clause (b)
         above.

         SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS.

The table of contents and the Section and subsection headings herein are
intended for convenience only and shall be ignored in construing this Agreement.

         SECTION 9.9 COUNTERPARTS.

         This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Agreement signed by all the parties shall be lodged with
the Borrower and the Administrative Agent.

         SECTION 9.10 EFFECTIVENESS.

This Credit Agreement shall become effective on the date on which all of the
parties have signed a copy hereof (whether the same or different copies) and
shall have delivered the same to the Administrative Agent pursuant to Section
9.2 or, in the case of the Lenders, shall have given to the Administrative Agent
written, telecopied or telex notice (actually received) at such office that the
same has been signed and mailed to it.





                                      119
<PAGE>

         SECTION 9.11 SEVERABILITY.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 9.12 INTEGRATION.

         This Agreement, the Notes and the other Credit Documents represent the
entire agreement of the Borrower, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent, the Borrower or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the Notes or the other Credit Documents.

         SECTION 9.13 GOVERNING LAW.

         This Agreement and the Notes and the rights and obligations of the
parties under this Agreement and the Notes shall be governed by, and construed
and interpreted in accordance with, the law of the State of North Carolina
(without giving effect to the principles thereof relating to conflict of laws).

         SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Agreement, any Note or any of the other Credit
Documents may be brought in any state or federal court of competent jurisdiction
in the State of North Carolina, and., by execution and delivery of this
Agreement, each of the Borrower and the other Credit Parties accepts, for itself
and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
from which no appeal has been taken or is available. Each of the Borrower and
the other Credit Parties irrevocably agrees that all service of process in any
such proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to it at its address set forth in Section 9.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto, such service being hereby acknowledged by each of the Borrower and the
other Credit Parties to be effective and binding service in every respect. To
the fullest extent it may legally and effectively do so, each of the Borrower,
the other Credit Parties, the Administrative Agent and the Lenders irrevocably
waives any objection, including, without limitation, any objection to 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 in any such
jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any Lender to bring
proceedings against the Borrower or the other Credit Parties in the court of any
other jurisdiction.




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<PAGE>

         SECTION 9.15 CONFIDENTIALITY.

         The Administrative Agent and each of the Lenders agrees that it will
use its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information with respect to the Borrower and its Subsidiaries which
is furnished pursuant to this Agreement, any other Credit Document or any
documents contemplated by or referred to herein or therein and which is
designated by the Borrower to the Lenders in writing as confidential or as to
which it is otherwise reasonably clear such information is not public, except
that any Lender may disclose any such information (a) as has become generally
available to the public other than by a breach of this Section 9.15, (b) as may
be required or appropriate in any report, statement or testimony submitted to
any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the Office of the Comptroller of the Currency
("OCC") or the National Association of Insurance Commissioners ("NAIC") or
similar organizations (whether in the United States or elsewhere) or their
successors, (c) as may be required or appropriate in response to any summons or
subpoena or any law, order, regulation or ruling applicable to such Lender,
after notice to the Borrower and opportunity to object to such disclosure to the
extent reasonably practicable, (d) to any direct or indirect contractual
counterparty in any swap, hedge or similar agreement (or to any such contractual
counterparty's professional advisor), so long as such contractual counterparty
(or such professional advisor) agrees to be bound by the provisions of this
Section 9.15, (e) to any prospective Participant or assignee in connection with
any contemplated transfer pursuant to Section 9.6, provided that such
prospective transferee shall have been made aware of this Section 9.15 and shall
have agreed to be bound by its provisions as if it were a party to this
Agreement or (f) to Gold Sheets and other similar bank trade publications; such
information to consist of deal terms and other information regarding the credit
facilities evidenced by this Credit Agreement customarily found in such
publications.

         SECTION 9.16 ACKNOWLEDGMENTS.

The Borrower and the other Credit Parties each hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of each Credit Document;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Borrower or any other Credit
         Party arising out of or in connection with this Agreement and the
         relationship between Administrative Agent and Lenders, on one hand, and
         the Borrower and the other Credit Parties, on the other hand, in
         connection herewith is solely that of debtor and creditor; and

                  (c) no joint venture exists among the Lenders or among the
         Borrower or the other Credit Parties and the Lenders.

         SECTION 9.17 WAIVERS OF JURY TRIAL.

         THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY





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<PAGE>

WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN. The parties hereto agree that they shall not have
a remedy of punitive or exemplary damages against the other in any judicial
proceeding, any dispute, claim or controversy arising out of, connected with or
relating to this Agreement and other Credit Documents ("Disputes"), and hereby
waive any right or claim to punitive or exemplary damages they have now or which
may arise in the future in connection with any Dispute.

         SECTION 9.18  BORROWER NAME CHANGE EFFECTIVE ON FUNDING DATE

         It is hereby acknowledged and agreed that the Borrower will change its
name to Dean Foods Company effective on the Funding Date and from after the
Funding Date, all references in this Agreement or any other Credit Document,
including without limitation, the Notes, shall be deemed to refer to Dean Foods
Company, formerly known as Suiza Foods Corporation, as Borrower.


                                    ARTICLE X
                                    GUARANTY

         Each of the Guarantors hereby agrees as follows:

         SECTION 10.1 THE GUARANTY.

         In order to induce the Lenders to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received
by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: each Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all indebtedness of the Borrower to the Administrative Agent and the
Lenders. If any or all of the indebtedness of the Borrower to the Administrative
Agent and the Lenders becomes due and payable hereunder, each Guarantor
unconditionally promises to pay such indebtedness to the Administrative Agent
and the Lenders, on order, on demand, together with any and all reasonable
expenses which may be incurred by the Administrative Agent or the Lenders in
collecting any of the indebtedness. The word "indebtedness" is used in this
Article X in its most comprehensive sense and includes any and all advances,
debts, obligations and liabilities of the Borrower arising in connection with
this Agreement, including, without limitation, Hedging Obligations permitted
hereunder, in each case, heretofore, now, or hereafter made, incurred or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether the Borrower may be liable individually or
jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any statute of limitations, and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.




                                      122
<PAGE>

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

         SECTION 10.2 BANKRUPTCY.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrower to the Lenders whether or not due or payable by the Borrower upon the
occurrence of any of the events specified in Section 7.1(e), and unconditionally
promises to pay such indebtedness to the Administrative Agent for the account of
the Lenders, or order, on demand, in lawful money of the United States. Each of
the Guarantors further agrees that to the extent that the Borrower or a
Guarantor shall make a payment or a transfer of an interest in any property to
the Administrative Agent or any Lender, which payment or transfer or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
or otherwise is avoided, and/or required to be repaid to the Borrower or a
Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made.

         SECTION 10.3 NATURE OF LIABILITY.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the indebtedness of the Borrower
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor's liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrower or by any other
party, or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the indebtedness of the
Borrower, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower, or (e) any payment made to the Administrative
Agent or the Lenders on the indebtedness which the Administrative Agent or such
Lenders repay the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each of the Guarantors waives any right to the deferral or modification of its
obligations hereunder by reason, of any such proceeding. The obligations of the
Guarantors hereunder are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents, any Hedging Agreement entered into in connection with this Agreement,
or any other agreement or instrument referred to therein, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or a guarantor.




                                      123
<PAGE>

         SECTION 10.4 INDEPENDENT OBLIGATION.

         The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

         SECTION 10.5 AUTHORIZATION.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the indebtedness or any part thereof in accordance with this Agreement,
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any Guarantor or any other party for the payment of this
Guaranty or the indebtedness and exchange, enforce, waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof
as the Administrative Agent and the Lenders in their discretion may determine
and (d) release or substitute any one or more endorsers, guarantors, the
Borrower or other obligors.

         SECTION 10.6 RELIANCE.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

         SECTION 10.7 WAIVER.

                  (a) Each of the Guarantors waives any right (except as shall
         be required by applicable statute and cannot be waived) to require the
         Administrative Agent or any Lender to (i) proceed against the Borrower,
         any other Guarantor or any other party, (ii) proceed against or exhaust
         any security held from the Borrower, any other Guarantor or any other
         party, or (iii) pursue any other remedy in the Administrative Agent's
         or any Lender's power whatsoever. Each of the Guarantors waives any
         defense based on or arising out of any defense of the Borrower, any
         other Guarantor or any other party other than payment in full of the
         indebtedness, including without limitation any defense based on or
         arising out of the disability of the Borrower, any other Guarantor or
         any other party, or the unenforceability of the indebtedness or any
         part thereof from any cause, or the cessation from any cause of the
         liability of the Borrower other than payment in full of the
         indebtedness. Without limiting the generality of the provisions of this
         Article X, each of the Guarantors hereby specifically waives the
         benefits of N.C. Gen. Stat. Section 26-7 through 26-9, inclusive. The
         Administrative Agent or any of the Lenders may, at their election,
         foreclose on any security held by the Administrative Agent or a Lender
         by one or more judicial or nonjudicial sales, whether or not every
         aspect of any such sale is commercially reasonable (to the extent such
         sale is permitted by applicable law), or exercise any other right or
         remedy the Administrative Agent and any Lender may have





                                      124
<PAGE>

         against the Borrower or any other party, or any security, without
         affecting or impairing in any way the liability of any Guarantor
         hereunder except to the extent the indebtedness has been paid. Each of
         the Guarantors waives any defense arising out of any such election by
         the Administrative Agent and each of the Lenders, even though such
         election operates to impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the Guarantors against the
         Borrower or any other party or any security.

                  (b) Each of the Guarantors waives all presentments, demands
         for performance, protests and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this Guaranty, and notices of the existence,
         creation or incurring of new or additional indebtedness. Each Guarantor
         assumes all responsibility for being and keeping itself informed of
         each of the Borrower's financial condition and assets, and of all other
         circumstances bearing upon the risk of nonpayment of the indebtedness
         and the nature, scope and extent of the risks which such Guarantor
         assumes and incurs hereunder, and agrees that neither the
         Administrative Agent nor any Lender shall have any duty to advise such
         Guarantor of information known to it regarding such circumstances or
         risks.

                  (c) Each of the Guarantors hereby agrees it will not exercise
         any rights of subrogation which it may at any time otherwise have as a
         result of this Guaranty (whether contractual, under Section 509 of the
         U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders
         against the Borrower or any other guarantor of the indebtedness of the
         Borrower owing to the Lenders (collectively,. the "Other Parties") and
         all contractual, statutory or common law rights of reimbursement,
         contribution or indemnity from any Other Party which it may at any time
         otherwise have as a result of this Guaranty until such time as the
         Loans hereunder shall have been paid and the Commitments have been
         terminated. Each of the Guarantors hereby further agrees not to
         exercise any right to enforce any other remedy which the Administrative
         Agent and the Lenders now have or may hereafter have against any Other
         Party, any endorser or any other guarantor of all or any part of the
         indebtedness of the Borrower and any benefit of, and any right to
         participate in, any security or collateral given to or for the benefit
         of the Lenders to secure payment of the indebtedness of the Borrower
         until such time as the Loans hereunder shall have been paid and the
         Commitments have been terminated.

         SECTION 10.8 LIMITATION ON ENFORCEMENT.

         The Lenders agree that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders upon the terms of this Agreement. The Lenders further agree that this
Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.




                                      125
<PAGE>

         SECTION 10.9 CONFIRMATION OF PAYMENT.

         The Administrative Agent and the Lenders will, upon request after
payment of the indebtedness and obligations which are the subject of this
Guaranty and termination of the commitments relating thereto, confirm to the
Borrower, the Guarantors or any other Person that such indebtedness and
obligations have been paid and the commitments relating thereto terminated,
subject to the provisions of Section 10.2.




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<PAGE>


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


BORROWER:                    DEAN FOODS COMPANY (FORMERLY KNOWN AS SUIZA
                             FOODS CORPORATION),
                             a Delaware corporation


                             By:
                                 ------------------------------------
                             Name:  Cory M Olson
                             Title:  VP/Treasure




                                      127
<PAGE>




AGENTS AND LENDERS           WACHOVIA BANK, NATIONAL ASSOCIATION
                             (FORMERLY KNOWN AS FIRST UNION NATIONAL BANK),
                             in its capacity as Administrative Agent and
                             individually in its capacity as a Lender


                             By:
                                 ------------------------------------
                             Name:
                             Title:





                                       1
<PAGE>



                             BANK ONE, N.A., in its capacity as Syndication
                             Agent and individually in its capacity as a Lender


                             By:
                                 ------------------------------------
                             Name:
                             Title:

                           [signature pages continue]





                                       2
<PAGE>



                        [LENDER SIGNATURE PAGES OMITTED]




                                       3