<PAGE>   1
                                                                 EXHIBIT 10.13


                                  $500,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                  dated as of

                                 March 30, 2000

                                     among


                            FLOWERS INDUSTRIES, INC.

                            The Banks Listed Herein

                              WACHOVIA BANK, N.A.,
                                   as Agent,

                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agent

                                      and

                             BANK OF AMERICA, N.A.,
                             as Syndications Agent



<PAGE>   2
                               TABLE OF CONTENTS

                     AMENDED AND RESTATED CREDIT AGREEMENT

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<S>                                                                                                     <C>
ARTICLE I DEFINITIONS....................................................................................1


         Section 1.01.  Definitions......................................................................1


         Section 1.02.  Accounting Terms and Determinations.............................................16


         Section 1.03.  References......................................................................16


         Section 1.04.  Use of Defined Terms............................................................16


         Section 1.05.  Terminology.....................................................................16


ARTICLE II THE CREDITS..................................................................................17


         Section 2.01.  Commitments to Lend Syndicated Loans and Swing Loans............................17


         Section 2.02.  Method of Borrowing Syndicated Loans and Swing Loans............................18


         Section 2.03.  Money Market Loans..............................................................20


         Section 2.04.  Notes...........................................................................23


         Section 2.05.  Maturity of Loans...............................................................23


         Section 2.06.  Interest Rates..................................................................24


         Section 2.07.  Fees............................................................................25


         Section 2.08.  Optional Termination or Reduction of Commitments................................25


         Section 2.09.  Mandatory Reduction and Termination of Commitments..............................26


         Section 2.10.  Optional Prepayments............................................................26


         Section 2.11.  Mandatory Prepayments...........................................................27


         Section 2.12.  General Provisions as to Payments...............................................27


         Section 2.13.  Computation of Interest and Fees................................................28
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                                      (i)
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<S>                                                                                                     <C>
ARTICLE III CONDITIONS TO BORROWINGS....................................................................29


         Section 3.01.  Conditions to First Borrowing...................................................29


         Section 3.02.  Conditions to All Borrowings....................................................30


ARTICLE IV REPRESENTATIONS AND WARRANTIES...............................................................31


         Section 4.01.  Corporate Existence and Power...................................................31


         Section 4.02.  Corporate and Governmental Authorization; No Contravention......................31


         Section 4.03.  Binding Effect..................................................................31


         Section 4.04.  Financial Information...........................................................32


         Section 4.05.  No Litigation...................................................................32


         Section 4.06.  Compliance with ERISA...........................................................32


         Section 4.07.  Compliance with Laws; Payment of Taxes..........................................32


         Section 4.08.  Subsidiaries....................................................................33


         Section 4.09.  Investment Company Act..........................................................33


         Section 4.10.  Public Utility Holding Company Act..............................................33


         Section 4.11.  Ownership of Property; Liens....................................................33


         Section 4.12.  No Default......................................................................33


         Section 4.13.  Full Disclosure.................................................................33


         Section 4.14.  Environmental Matters...........................................................34


         Section 4.15.  Capital Stock...................................................................34


         Section 4.16.  Margin Stock....................................................................34


         Section 4.17.  Insurance.......................................................................35


ARTICLE V COVENANTS.....................................................................................35


         Section 5.01.  Information.....................................................................35
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                                     (ii)


<PAGE>   4
<TABLE>

         <S>            <C>                                                                             <C>
         Section 5.02.  Inspection of Property, Books and Records.......................................37


         Section 5.03.  Maintenance of Existence........................................................37


         Section 5.04.  Consolidations, Mergers and Sales of Assets.....................................37


         Section 5.05.  Use of Proceeds.................................................................38


         Section 5.06.  Compliance with Laws; Payment of Taxes..........................................38


         Section 5.07.  Insurance.......................................................................39


         Section 5.08.  Change in Fiscal Year...........................................................39


         Section 5.09.  Maintenance of Property.........................................................39


         Section 5.10.  Environmental Notices...........................................................39


         Section 5.11.  Environmental Matters...........................................................40


         Section 5.12.  Environmental Release...........................................................40


         Section 5.13.  Transactions with Affiliates....................................................40


         Section 5.14.  Loans or Advances...............................................................40


         Section 5.15.  Investments.....................................................................40


         Section 5.16.  Negative Pledge.................................................................41


         Section 5.17.  Adjusted Fixed Charges Coverage Ratio...........................................43


         Section 5.18.  Leverage Ratio..................................................................43


         Section 5.19.  Minimum Adjusted Consolidated Net Worth.........................................43


         Section 5.20.  Subsidiary Borrowings...........................................................43


         Section 5.21.  Separateness from Unrestricted Subsidiaries.....................................43


         Section 5.22.  Adjusted Consolidated EBITDA....................................................44


         Section 5.23.  Borrowing Base..................................................................45


         Section 5.24.  New Indebtedness for Money Borrowed and New Capitalized Leases..................45


         Section 5.25.  Capital Expenditures............................................................45


         Section 5.26.  Restricted Payments.............................................................46
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                                     (iii)


<PAGE>   5
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<S>                                                                                                    <C>
ARTICLE VI DEFAULTS.....................................................................................46


         Section 6.01.  Events of Default...............................................................46


         Section 6.02.  Notice of Default...............................................................49


ARTICLE VII THE AGENT...................................................................................49


         Section 7.01.  Appointment; Powers and Immunities..............................................49


         Section 7.02.  Reliance by Agent...............................................................50


         Section 7.03.  Defaults........................................................................50


         Section 7.04.  Rights of Agent and its Affiliates as a Bank....................................51


         Section 7.05.  Indemnification.................................................................51


         Section 7.06.  Consequential Damages...........................................................51


         Section 7.07.  Payee of Note Treated as Owner..................................................51


         Section 7.08.  Nonreliance on Agent and Other Banks............................................52


         Section 7.09.  Failure to Act..................................................................52


         Section 7.10.  Resignation or Removal of Agent.................................................52


ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION......................................................53


         Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair........................53


         Section 8.02.  Illegality......................................................................53


         Section 8.03.  Increased Cost and Reduced Return...............................................54


         Section 8.04.  Base Rate Loans Substituted for Euro-Dollar Loans...............................55


         Section 8.05.  Compensation....................................................................55


         Section 8.06.  Replacement of Bank.............................................................56


ARTICLE IX MISCELLANEOUS................................................................................56


         Section 9.01.  Notices.........................................................................56
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                                     (iv)


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<TABLE>

         <S>            <C>                                                                             <C>
         Section 9.02.  No Waivers......................................................................57


         Section 9.03.  Expenses; Documentary Taxes.....................................................57


         Section 9.04.  Indemnification.................................................................57


         Section 9.05.  Setoff; Sharing of Setoffs......................................................57


         Section 9.06.  Amendments and Waivers..........................................................58


         Section 9.07.  Successors and Assigns..........................................................59


         Section 9.08.  Confidentiality.................................................................61


         Section 9.09.  Representation by Banks.........................................................61


         Section 9.10.  Obligations Several.............................................................61


         Section 9.11.  Georgia Law.....................................................................62


         Section 9.12.  Severability....................................................................62


         Section 9.13.  Interest........................................................................62


         Section 9.14.  Interpretation..................................................................63


         Section 9.15.  Waiver of Jury Trial; Consent to Jurisdiction...................................63


         Section 9.16.  Counterparts....................................................................63


         Section 9.17.  Source of Funds -- ERISA........................................................63
</TABLE>


EXHIBIT A-1    Form of Syndicated Loan Note
EXHIBIT A-2    Form of Money Market Loan Note
EXHIBIT A-3    Form of Swing Loan Note
EXHIBIT B      Form of Opinion of Counsel for the Borrower
EXHIBIT C      Form of Opinion of Special Counsel for the Agent
EXHIBIT D      Form of Assignment and Acceptance
EXHIBIT E      Form of Notice of Borrowing
EXHIBIT F      Form of Compliance Certificate
EXHIBIT G      Form of Closing Certificate
EXHIBIT H      Form of Officer's Certificate
EXHIBIT I      Form of Money Market Quote Request
EXHIBIT J      Form of Money Market Quote

Schedule 4.08  Subsidiaries

                                      (v)

<PAGE>   7

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
March 30, 2000 among FLOWERS INDUSTRIES, INC., the BANKS listed on the
signature pages hereof, WACHOVIA BANK, N.A., as Agent, THE BANK OF NOVA SCOTIA,
as Documentation Agent, and BANK OF AMERICA, N.A., as Syndications Agent.

                  This Second Amended and Restated Credit Agreement is an
amendment and restatement of the Amended and Restated Credit Agreement by and
among the Borrower, the Banks parties thereto, Wachovia Bank, N.A., as Agent,
The Bank of Nova Scotia, as Documentation Agent and Bank of America, N.A.
(formerly Nationsbank, N.A.), as Syndications Agent, as amended by First
Amendment to Credit Agreement dated as of September 24, 1998, Second Amendment
to Credit Agreement dated as of July 16, 1999, Third Amendment to Credit
Agreement dated as of October 8, 1999 and Fourth Amendment to Credit Agreement
dated as of December 29, 1999 (as so amended, the "Original Agreement"), which
is replaced and superseded hereby.

                  The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  SECTION 1.01.     Definitions. The terms as defined in this
Section 1.01 shall, for all purposes of this Agreement and any amendment hereto
(except as herein otherwise expressly provided or unless the context otherwise
requires), have the meanings set forth herein:

                  "Adjusted Total Capitalization" means the sum of (i) Adjusted
Consolidated Total Debt and (ii) Adjusted Consolidated Net Worth.

                  "Adjusted Consolidated EBITDA" means at any time the sum of
the following, determined on a consolidated basis for the Borrower and its
Restricted Subsidiaries, at the end of each Fiscal Quarter: (i) Adjusted
Consolidated Net Income; plus (ii) Adjusted Consolidated Interest Expense; plus
(iii) taxes on income; plus (iv) depreciation; plus (v) amortization; plus (vi)
without duplication, other non-cash charges.

                  "Adjusted Consolidated Fixed Charges" means at any date the
sum of (i) Adjusted Consolidated Interest Expense for the Fiscal Year to date
or 4 Fiscal Quarter period (as applicable) used in the calculation of Adjusted
Consolidated Net Income for the determination of Adjusted EBILTDA, and (ii) all
payment obligations of the Borrower and its Restricted Subsidiaries for such
period under all operating leases and rental agreements.

                  "Adjusted Consolidated Interest Expense" for any period means
interest, whether expensed or capitalized, in respect of Indebtedness of the
Borrower or any of its Restricted Subsidiaries outstanding during such period.


                                       1
<PAGE>   8

                  "Adjusted Consolidated Net Income" means, for any period, the
Net Income of the Borrower and its Restricted Subsidiaries determined on a
consolidated basis, including (without duplication) any cash dividends received
from Keebler or any other Investment, but excluding (i) extraordinary items,
(ii) any equity interests of the Borrower or any Restricted Subsidiary in the
unremitted earnings of any Person that is not a Subsidiary, (iii) mark to
market adjustments made in connection with the Borrower's commodities hedging
program in accordance with GAAP, and (iv) gains and losses from sales of assets
outside the ordinary course of business.

                  "Adjusted Consolidated Net Worth" means the Net Worth of the
Borrower and the Subsidiaries, with all Unrestricted Subsidiaries being
accounted for on an equity basis of accounting, and otherwise determined on a
consolidated basis in accordance with GAAP.

                  "Adjusted Consolidated Total Assets" means, at any time, the
total assets of the Borrower and its Restricted Subsidiaries, with any
investments in Unrestricted Subsidiaries included as assets as if all
Unrestricted Subsidiaries were being accounted for on an equity basis of
accounting, determined in all other respects on a consolidated basis in
accordance with GAAP.

                  "Adjusted Consolidated Total Debt" means the aggregate of all
Indebtedness (except that, for purposes of determining Adjusted Consolidated
Total Debt, letters of credit and similar instruments described in clause (e)
of the definition of Indebtedness shall be included only to the extent they
have maturities greater than 1 year) of the Borrower and its Restricted
Subsidiaries on a consolidated basis in accordance with GAAP, excluding,
however, any Convertible Redeemable Capital Stock or Convertible Subordinated
Debt if the current market value of an equity security into which such
Convertible Redeemable Capital Stock or Convertible Subordinated Debt is
convertible is greater than the conversion price for such security.

                  "Adjusted EBILTDA" means at any date the sum of (i) Adjusted
Consolidated Net Income for the Fiscal Year to date (when calculated as of the
end of the second and third Fiscal Quarters of the 2000 Fiscal Year) or the 4
Fiscal Quarters ending on or prior to the date of measurement (when calculated
as of the end of the fourth Fiscal Quarter of the 2000 Fiscal Year and
thereafter), plus (ii) the sum of Adjusted Consolidated Fixed Charges and taxes
on income (including deferred taxes), depreciation and amortization for the
same Fiscal Year to date or 4 Fiscal Quarters (as applicable).

                  "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.06(c).

                  "Affiliate" of any relevant Person means (i) any Person that
directly, or indirectly through one or more intermediaries, controls the
relevant Person (a "Controlling Person"), (ii) any Person (other than the
relevant Person or a Subsidiary of the relevant Person) which is controlled by
or is under common control with a Controlling Person, or (iii) any Person
(other than a Subsidiary of the relevant Person) of which the relevant Person
owns, directly or indirectly, 20% or more of the common stock or equivalent
equity interests. As used herein, the term "control" means possession, directly
or indirectly, of the power to direct or cause the


                                       2
<PAGE>   9

direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of America, in its
capacity as agent for the Banks hereunder, and its successors and permitted
assigns in such capacity.

                  "Agent's Letter Agreement" means that certain letter
agreement, dated as of December 18, 1997 between the Borrower and the Agent
relating to the structure of the Loans, and certain fees from time to time
payable by the Borrower to the Agent, together with all amendments and
supplements thereto.

                  "Agreement" means this Second Amended and Restated Credit
Agreement, together with all amendments and supplements hereto.

                  "Applicable Margin" has the meaning set forth in Section
2.06(a).

                  "Assignee" has the meaning set forth in Section 9.07(c).

                  "Assignment and Acceptance" means an Assignment and
Acceptance executed in accordance with Section 9.07(c) in the form attached
hereto as Exhibit D.

                  "Authority" has the meaning set forth in Section 8.02.

                  "Bank" means each bank listed on the signature pages hereof
as having a Commitment, and its successors and permitted assigns.

                  "Base Rate" means for any Base Rate Loan for any day, the
rate per annum equal to the higher as of such day of (i) the Prime Rate, or
(ii) one-half of one percent above the Federal Funds Rate. For purposes of
determining the Base Rate for any day, changes in the Prime Rate or the Federal
Funds Rate shall be effective on the date of each such change.

                  "Base Rate Borrowing" has the meaning set forth in the
definition of Borrowing.

                  "Base Rate Loan" means a Loan which bears or is to bear
interest at a rate based upon the Base Rate, and is to be made as a Base Rate
Loan pursuant to the applicable Notice of Borrowing, Section 2.02(f), or
Article VIII, as applicable.

                  "Borrower" means Flowers Industries, Inc. a Georgia
corporation, and its successors and its permitted assigns.

                  "Borrowing" means a borrowing hereunder consisting of Loans
made to the Borrower (i) at the same time by all of the Banks, in the case of a
Syndicated Borrowing, or (ii) separately by one or more Banks, in the case of a
Money Market Borrowing, in each case pursuant to Article II or (iii) by
Wachovia, for Swing Loans. A Borrowing is a "Money Market Borrowing" if such
Loans are made pursuant to Section 2.03 or a "Syndicated Borrowing" if such
Loans are made pursuant to Section 2.01(a), or a "Swing Loan Borrowing" if such
Loan is made pursuant to Section 2.01(b). A Borrowing is a "Base Rate
Borrowing" if such Loans are


                                       3
<PAGE>   10

made as Base Rate Loans or a "Euro-Dollar Borrowing" if such Loans are made as
Euro-Dollar Loans.

                  "Borrowing Base" means the sum on the last day of any Fiscal
Period, as shown on the balance sheet of the Borrower for such date (except as
to clause (iv) below), of:

                  (i)      80% of the net book value of all accounts receivable
         (net of all reserves) of the Borrower and its Restricted Subsidiaries,
         calculated in accordance with GAAP;

                  (ii)     50% of the book value of all inventory of the
         Borrower and its Restricted Subsidiaries, calculated in accordance
         with GAAP;

                  (iii)    50% of the net book value of all tangible property,
         plant and equipment of the Borrower and its Restricted Subsidiaries,
         calculated in accordance with GAAP; and

                  (iv)     60% of the product of (a) the average per share
         closing price of Keebler common stock during such Fiscal Period times
         (b) the number of shares of such stock owned by the Borrower, as of
         such date.

                  "Capital Expenditures" means for any period the sum of all
capital expenditures incurred during such period by the Borrower and its
Restricted Subsidiaries, as determined in accordance with GAAP.

                  "Capital Stock" means any nonredeemable capital stock of the
Borrower or any Consolidated Subsidiary (to the extent issued to a Person other
than the Borrower), whether common or preferred.

                  "Capitalized Lease" means any lease which is required to be
capitalized on the balance sheet of the lessee pursuant to GAAP but shall
exclude any lease which at the time of its incurrence was an operating lease
for purposes of GAAP as in effect at such time.

                  "CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. ss.9601 et. seq. and its implementing
regulations and amendments.

                  "CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant to CERCLA.

                  "Change of Law" shall have the meaning set forth in Section
8.02.

                  "Closing Certificate" has the meaning set forth in Section
3.01(e).

                  "Closing Date" means March 30, 2000.

                  "Code" means the Internal Revenue Code of 1986, as amended,
or any successor Federal tax code.

                  "Commitment" means, with respect to each Bank, (i) the amount
set forth opposite the name of such Bank on the signature pages hereof, and
(ii)as to any Bank which


                                       4
<PAGE>   11

enters into any Assignment and Acceptance (whether as transferor Bank or as
Assignee thereunder), the amount of such Bank's Commitment after giving effect
to such Assignment and Acceptance, in each case as such amount may be reduced
from time to time pursuant to Sections 2.08 and 2.09.

                  "Compliance Certificate" has the meaning set forth in Section
5.01(c).

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

                  "Consolidated Total Assets" means, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on the most recent consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries, prepared in
accordance with GAAP.

                  "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

                  "Convertible Redeemable Capital Stock" means any Capital
Stock that by its terms (or by the terms of any agreement by which or equity
security into which it is convertible or for which it is exchangeable or any
other agreement) or upon the happening of any event matures or is or will
become mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, or is exchangeable for or convertible into an equity security of the
Borrower.

                  "Convertible Subordinated Debt" means any Indebtedness of the
Borrower (i) which is and remains subordinated in right of payment to the
obligations of the Borrower on the Notes and (ii) which by its terms is
exchangeable for or convertible into an equity security of the Borrower.

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Default Rate" means, with respect to any Loan, on any day,
the sum of 2% plus the then highest interest rate (including the Applicable
Margin) which may be applicable to any Loans hereunder (irrespective of whether
any such type of Loans are actually outstanding hereunder).

                  "Dollars" or "$" means dollars in lawful currency of the
United States of America.

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in Georgia are authorized by law
to close.


                                       5
<PAGE>   12

                  "Environmental Authority" means any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

                  "Environmental Authorizations" means all licenses, permits,
orders, approvals, notices, registrations or other legal prerequisites for
conducting the business of the Borrower or any Restricted Subsidiary required
by any Environmental Requirement.

                  "Environmental Judgments and Orders" means all judgments,
decrees or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent, or written agreements with
an Environmental Authority or other entity arising from or in any way
associated with any Environmental Requirement, whether or not incorporated in a
judgment, decree or order.

                  "Environmental Liabilities" means any liabilities, whether
accrued, contingent or otherwise, arising from and in any way associated with
any Environmental Requirements.

                  "Environmental Notices" means notice from any Environmental
Authority or by any other person or entity, of possible or alleged
noncompliance with or liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority or from any other person or entity for correction of
any violation of any Environmental Requirement or any investigations concerning
any violation of any Environmental Requirement.

                  "Environmental Proceedings" means any judicial or
administrative proceedings arising from or in any way associated with any
Environmental Requirement.

                  "Environmental Releases" means releases as defined in CERCLA
or under any applicable state or local environmental law or regulation.

                  "Environmental Requirements" means any legal requirement
relating to health, safety or the environment and applicable to the Borrower,
any Restricted Subsidiary or the Properties, including but not limited to any
such requirement under CERCLA or similar state legislation and all federal,
state and local laws, ordinances, regulations, orders, writs, decrees and
common law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law. Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

                  "Euro-Dollar Borrowing" has the meaning set forth in the
definition of Borrowing.

                  "Euro-Dollar Business Day" means any Domestic Business Day on
which dealings in Dollar deposits are carried out in the London interbank
market.


                                       6
<PAGE>   13

                  "Euro-Dollar Loan" means a Loan which bears or is to bear
interest at a rate based upon the Adjusted London Interbank Offered Rate, and
to be made as a Euro-Dollar Loan pursuant to the applicable Notice of
Borrowing.

                  "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.06(c).

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if the day for which
such rate is to be determined is not a Domestic Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Domestic Business Day as so published on the next succeeding Domestic Business
Day, and (ii) if such rate is not so published for any day, the Federal Funds
Rate for such day shall be the average rate charged to Wachovia on such day on
such transactions, as determined by the Agent.

                  "Fiscal Period" means each fiscal period of the Borrower,
consisting of approximately four weeks, the Borrower having thirteen such
fiscal periods in each Fiscal Year.

                  "Fiscal Quarter" means any fiscal quarter of the Borrower.

                  "Fiscal Year" means any fiscal year of the Borrower.

                  "Fixed Rate Borrowing" means a Euro-Dollar Borrowing or a
Money Market Borrowing, or either of them, as the context shall require.

                  "Fixed Rate Loans" means Euro-Dollar Loans or Money Market
Loans, or either of them, as the context shall require.

                  "GAAP" means generally accepted accounting principles applied
on a basis consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations for purposes of determining compliance with
the terms of this Agreement.

                  "Guaranty" means, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any Indebtedness, dividends or other obligation of any other
Person in any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent or otherwise,
by such Person:

                  (a)      to purchase such Indebtedness or obligation or any
         property constituting security therefore;

                  (b)      to advance or supply funds (i) for the purchase or
         payment of such Indebtedness or obligation, or (ii) to maintain any
         working capital or other balance sheet


                                       7
<PAGE>   14

         condition or any income statement condition of any other Person or
         otherwise to advance or make available funds for the purchase or
         payment of such Indebtedness or obligations;

                  (c)      to lease properties or to purchase properties or
         services primarily for the purpose of assuring the owner of such
         Indebtedness or obligation of the ability of any other Person to make
         payment of the Indebtedness or obligation; or

                  (d)      otherwise to assure the owner of such Indebtedness
         or obligations against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor
under any Guaranty, the Indebtedness or other obligations that are the subject
of such Guaranty shall be assumed to be direct obligations of such obligor.

                  "Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or
in any applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976,
or in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

                  "Indebtedness" with respect to any Person means, at any time,
without duplication,

                  (a)      its liabilities for borrowed money and its
         redemption obligations in respect of mandatorily redeemable Preferred
         Stock;

                  (b)      its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising
         in the ordinary course of business but including all liabilities
         created or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (c)      all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capitalized Leases;

                  (d)      all liabilities for borrowed money secured by any
         Lien with respect to any property owned by such Person (whether or not
         it has assumed or otherwise become liable for such liabilities);

                  (e)      all its liabilities in respect of letters of credit
         or instruments serving a similar function issued or accepted for its
         account by banks and other financial institutions (whether or not
         representing obligations for borrowed money);

                  (f)      Swaps of such Person; and


                                       8
<PAGE>   15

                  (g)      any Guaranty of such Person with respect to
         liabilities of a type described in any clauses (a) through (f) hereof.

                  "Indebtedness for Borrowed Money" means Indebtedness of the
types described in clauses (a) and (d) of the definition of Indebtedness.

                  "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the first, second, third or sixth month
thereafter, as the Borrower may elect in the applicable Notice of Borrowing;
provided that:

                  (a)      any Interest Period (subject to paragraph (c) below)
         which would otherwise end on a day which is not a Euro-Dollar Business
         Day shall be extended to the next succeeding Euro-Dollar Business Day
         unless such Euro-Dollar Business Day falls in another calendar month,
         in which case such Interest Period shall end on the next preceding
         Euro-Dollar Business Day;

                  (b)      any Interest Period which begins on the last
         Euro-Dollar Business Day of a calendar month (or on a day for which
         there is no numerically corresponding day in the appropriate
         subsequent calendar month) shall, subject to paragraph (c) below, end
         on the last Euro-Dollar Business Day of the appropriate subsequent
         calendar month; and

                  (c)      no Interest Period may be selected which begins
         before the Termination Date and would otherwise end after the
         Termination Date.

(2) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter (or, if sooner, on the
Termination Date); provided that:

                  (a)      any Interest Period (subject to paragraph (b) below)
         which would otherwise end on a day which is not a Domestic Business
         Day shall be extended to the next succeeding Domestic Business Day;
         and

                  (b)      no Interest Period which begins before the
         Termination Date and would otherwise end after the Termination Date
         may be selected.

(3) with respect to each Money Market Borrowing, the period commencing on the
date of such Borrowing and ending on the Stated Maturity Date specified in the
applicable Money Market Quote; provided that:

                  (a)      any Interest Period (subject to clause (b) below)
         which would otherwise end on a day which is not a Domestic Business
         Day shall be extended to the next succeeding Domestic Business Day;
         and

                  (b)      no Interest Period may be selected which begins
         before the Termination Date and would otherwise end after the
         Termination Date.

                  "Investment" means any investment in any Person, whether by
means of purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person,


                                       9
<PAGE>   16

loan or advance to such Person, making of a time deposit with such Person,
Guaranty or assumption of any obligation of such Person or otherwise.

                  "Keebler" means Keebler Foods Company, a Delaware corporation
with its principal place of business in Elmhurst, Illinois.

                  "Keebler Acquisition" means, collectively, the acquisition by
the Borrower (i) from Artal Luxembourg S.A., pursuant to a Stock Purchase
Agreement dated as of January 28, 1998, of an aggregate of 9,581,169 shares of
common capital stock in Keebler, and (ii) from Bermore Limited, pursuant to a
Stock Purchase and Stockholder's Agreement dated as of January 28, 1998, of an
aggregate of 1,616,691 shares of common capital stock in Keebler, as a result
of which, after giving effect to the Keebler Acquisition, the Borrower will own
approximately 51% of the common capital stock of Keebler, on a fully diluted
basis.

                  "Lending Office" means, as to each Bank, its office located
at its address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Lending Office) or such other office as such Bank
may hereafter designate as its Lending Office by notice to the Borrower and the
Agent.

                  "Leverage Ratio" means the ratio of Adjusted Consolidated
Total Debt to Adjusted Total Capitalization.

                  "Lien" means, with respect to any asset, any mortgage, deed
to secure debt, deed of trust, lien, pledge, charge, security interest,
security title, preferential arrangement which has the practical effect of
constituting a security interest or encumbrance, or encumbrance or servitude of
any kind in respect of such asset to secure or assure payment of a Indebtedness
or a Guaranty, whether by consensual agreement or by operation of statute or
other law, or by any agreement, contingent or otherwise, to provide any of the
foregoing. For the purposes of this Agreement, the Borrower or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease or other title retention agreement relating to
such asset.

                  "Loan" means a Base Rate Loan, Euro-Dollar Loan, Syndicated
Loan, Money Market Loan or Swing Loan, and "Loans" means Base Rate Loans,
Euro-Dollar Loans, Syndicated Loans, Money Market Loans, or Swing Loans, or any
or all of them, as the context shall require.

                  "Loan Documents" means this Agreement, the Notes, any other
document evidencing, relating to or securing the Loans, and any other document
or instrument delivered from time to time in connection with this Agreement,
the Notes or the Loans, as such documents and instruments may be amended or
supplemented from time to time.

                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

                  "Margin Stock" means "margin stock" as defined in Regulations
T, U or X.

                  "Material Adverse Effect" means, with respect to any event,
act, condition or occurrence of whatever nature (including any adverse
determination in any litigation,


                                      10
<PAGE>   17

arbitration, or governmental investigation or proceeding), whether singly or in
conjunction with any other event or events, act or acts, condition or
conditions, occurrence or occurrences, whether or not related, a material
adverse change in, or a material adverse effect upon, any of (a) the financial
condition, operations, business or properties of the Borrower and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of the
Agent or the Banks under the Loan Documents, or the ability of the Borrower to
perform its obligations under the Loan Documents to which it is a party, as
applicable, or (c) the legality, validity or enforceability of any Loan
Document.

                  "Material Subsidiary" means, as of each date of
determination, any Restricted Subsidiary that would at such time constitute a
"significant subsidiary" (as such term is defined in Regulation S-X of the
Securities and Exchange Commission as in effect on the Closing Date) of the
Borrower.

                  "Money Market Borrowing" has the meaning set forth in the
definition of Borrowing.

                  "Money Market Borrowing Date" has the meaning specified in
Section 2.03.

                  "Money Market Loan Notes" means the promissory notes of the
Borrower, substantially in the form of Exhibit A-2, evidencing the obligation
of the Borrower to repay the Money Market Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Money Market Quote" has the meaning specified in Section
2.03.

                  "Money Market Quote Request" has the meaning specified in
Section 2.03(b).

                  "Money Market Rate" has the meaning specified in Section
2.03(c)(ii)(C).

                  "Multiemployer Plan" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "Net Income" means, as applied to any Person for any period,
the aggregate amount of net income of such Person, after taxes, for such
period, as determined in accordance with GAAP.

                  "Net Proceeds of Capital Stock" means any cash proceeds
received by the Borrower or a Restricted Subsidiary in respect of the issuance
of Capital Stock, after deducting therefrom all reasonable and customary costs
and expenses incurred by the Borrower or such Consolidated Subsidiary directly
in connection with the issuance of such Capital Stock.

                  "Net Worth" of any Person means the Total Assets of such
Person less all liabilities of such Person which would be shown as liabilities
on a balance sheet of such Person as of such time prepared in accordance with
GAAP.

                  "New Capitalized Leases" means Capitalized Leases which are
entered into on or after the Closing Date, other than Permitted Refinancing
Leases; provided, that any Synthetic


                                      11
<PAGE>   18

Lease which is in existence on the Closing Date and is not a Permitted
Refinancing Lease shall not constitute a New Capitalized Lease, regardless of
any classification or reclassification thereof at any time for purposes of
GAAP.

                  "New Indebtedness for Borrowed Money" means Indebtedness for
Borrowed Money which is incurred on or after the Closing Date, other than
Permitted Refinancing Indebtedness.

                  "Notes" means each of the Syndicated Loan Notes, Money Market
Loan Notes, Swing Loan Note, or any or all of them, as the context shall
require.

                  "Notice of Borrowing" has the meaning set forth in Section
2.02.

                  "Officer's Certificate" has the meaning set forth in Section
3.01(f).

                  "Operating Profits" means, as applied to any Person for any
period, the operating income of such Person for such period, as determined in
accordance with GAAP.

                  "Original Agreement" has the meaning set forth in the
preamble hereto.

                  "Participant" has the meaning set forth in Section 9.07(b).

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

                  "Permitted Keebler Investments" means: (i) the Keebler
Acquisition; and (ii) additional shares of common capital stock in Keebler
acquired from time to time (a) from third parties in the open market, (b) from
Bermore, Limited and Artal Luxembourg S.A. in private transactions, (c) from
management of Keebler in private transactions and/or (d) from Keebler as part
of an offering of stock by Keebler (whether public or private), but in the case
of this clause (d), only to the extent necessary for the Borrower to maintain
ownership of at least 51% of the common capital stock of Keebler, on a fully
diluted basis.

                  "Permitted Refinancing Indebtedness" means Indebtedness for
Borrowed Money which is incurred on or after the Closing Date solely to
refinance Indebtedness for Borrowed Money which existed prior to the Closing
Date, so long as the principal amount outstanding or available under the credit
or other agreement governing such Indebtedness for Borrowed Money is not
increased or the maturity shortened to a date prior to January 1, 2004, such
Indebtedness for Borrowed Money is not secured by a Lien on any assets of the
Borrower or any of its Subsidiaries, other than a Lien on assets, if any, which
as of the Closing Date secured the Indebtedness for Borrowed Money being
refinanced, and the credit or other agreement governing such Indebtedness for
Borrowed Money does not contain any financial, negative or affirmative covenants
(other than collateral related covenants, where collateral is permitted pursuant
to this definition) which are more restrictive in any material respect on the
Borrower or any of its Subsidiaries than those contained in this Agreement.

                  "Permitted Refinancing Leases" means Capitalized Leases which
are entered into on or after the Closing Date solely to refinance Capitalized
Leases or Synthetic Leases which existed prior to the Closing Date, so long as
the principal component of the base rent obligations


                                      12
<PAGE>   19

thereunder are not increased or the maturity shortened to a date prior to
January 1, 2004, such Capitalized Leases are not secured by a Lien on any
assets of the Borrower or any of its Subsidiaries, other than a Lien on assets,
if any, which as of the Closing Date secured the obligations under the
Capitalized Lease or Synthetic Lease being refinanced, and lease agreement,
participation agreement, guaranty or other agreement governing such Capitalized
Lease does not contain any financial, negative or affirmative covenants (other
than collateral related covenants, where collateral is permitted pursuant to
this definition)which are more restrictive in any material respect on the
Borrower or any of its Subsidiaries than those contained in this Agreement.

                  "Person" means an individual, a corporation, a partnership,
an unincorporated association, a trust or any other entity or organization,
including, but not limited to, a government or political subdivision or an
agency or instrumentality thereof.

                  "Plan" means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (i) maintained by a
member of the Controlled Group for employees of any member of the Controlled
Group or (ii) maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which a member of the Controlled Group is then making or accruing an obligation
to make contributions or has within the preceding 5 plan years made
contributions.

                  "Preferred Stock" means any class of capital stock of a
corporation that is preferred over any other class of capital stock of such
corporation as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such corporation.

                  "Prime Rate" refers to that interest rate so denominated and
set by Wachovia from time to time as an interest rate basis for borrowings. The
Prime Rate is but one of several interest rate bases used by Wachovia. Wachovia
lends at interest rates above and below the Prime Rate.

                  "Properties" means all real property owned, leased or
otherwise used or occupied by the Borrower or any Restricted Subsidiary,
wherever located.

                  "Refunding Loan" means a new Syndicated Loan made on the day
on which an outstanding Syndicated Loan is maturing or a Base Rate Borrowing is
being converted to a Fixed Rate Borrowing, if and to the extent that the
proceeds thereof are used entirely for the purpose of paying such maturing Loan
or Loan being converted, excluding any difference between the amount of such
maturing Loan or Loan being converted and any greater amount being borrowed on
such day and actually either being made available to the Borrower pursuant to
Section 2.02(c) or remitted to the Agent as provided in Section 2.12, in each
case as contemplated in Section 2.02(d).

                  "Regulation T" means Regulation T of the Board of Governors
of the Federal Reserve System, as in effect from time to time, together with
all official rulings and interpretations issued thereunder.


                                      13
<PAGE>   20

                  "Regulation U" means Regulation U of the Board of Governors
of the Federal Reserve System, as in effect from time to time, together with
all official rulings and interpretations issued thereunder.

                  "Regulation X" means Regulation X of the Board of Governors
of the Federal Reserve System, as in effect from time to time, together with
all official rulings and interpretations issued thereunder.

                  "Required Banks" means at any time Banks having at least 66
2/3% of the aggregate amount of the Commitments or, if the Commitments are no
longer in effect, Banks holding at least 66 2/3% of the aggregate outstanding
principal amount of the sum of the (i) Syndicated Loans and (ii) Money Market
Loans.

                  "Responsible Officer" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Borrower, and any
other officer of the Borrower with responsibility for the administration of the
relevant portion of this Agreement.

                  "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's Capital Stock (except dividends
payable solely in shares of its Capital Stock) or (ii) any payment on account
of the purchase, redemption, retirement or acquisition of (a) any shares of the
Borrower's Capital Stock (except shares acquired upon the conversion thereof
into other shares of its Capital Stock) or (b) any option, warrant or other
right to acquire shares of the Borrower's Capital Stock.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

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

                  "Stated Maturity Date" means, with respect to any Money
Market Loan, the Stated Maturity Date therefor specified by the Bank in the
applicable Money Market Quote.

                  "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by the Borrower.

                  "Swaps" means, with respect to any Person, payment
obligations with respect to interest rate swaps, currency swaps and similar
obligations obligating such Person to make payments, whether periodically or
upon the happening of a contingency. For the purposes of this Agreement, the
amount of the obligation under any Swap shall be the amount determined in
respect thereof as of the end of the then most recently ended Fiscal Quarter of
such Person, based on the assumption that such Swap had terminated at the end
of such Fiscal Quarter, and in making such determination, if any agreement
relating to such Swap provides for the netting of amounts payable by and to
such Person thereunder or if any such agreement provides for the simultaneous
payment of amounts by and to such Person, then in each such case, the amount of
such obligation shall be the net amount so determined.


                                      14
<PAGE>   21

                  "Swing Loan" means a Loan made by Wachovia pursuant to
Section 2.01(b), which must be a Base Rate Loan.

                  "Swing Loan Note" means the promissory note of the Borrower,
substantially in the form of Exhibit A-3, evidencing the obligation of the
Borrower to repay the Swing Loans, together with all amendments,
consolidations, modifications, renewals, and supplements thereto.

                  "Syndicated Borrowing" has the meaning set forth in the
definition of Borrowing.

                  "Syndicated Loans" means Base Rate Loans or Euro-Dollar Loans
made pursuant to the terms and conditions set forth in Section 2.01.

                  "Syndicated Loan Notes" means the promissory notes of the
Borrower, substantially in the form of Exhibit A-1, evidencing the obligation
of the Borrower to repay Syndicated Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Synthetic Lease" means a lease of property which is intended
to be classified as an operating lease in accordance with GAAP, but with
respect to which it is intended that the lessee be treated as the owner of the
property subject thereto for purposes of federal income tax.

                  "Synthetic Lease Obligations" means the principal component
of the base rent obligations of a Person as lessee under a Synthetic Lease.

                  "Taxes" has the meaning set forth in Section 2.12(c).

                  "Termination Date" means whichever is applicable of (i)
January 29, 2003, (ii) the date the Commitments are terminated pursuant to
Section 6.01 following the occurrence of an Event of Default, or (iii) the date
the Borrower terminates the Commitments entirely pursuant to Section 2.08.

                  "Third Parties" means all lessees, sublessees, licensees and
other users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

                  "Total Assets" means, with respect to any Person at any time,
the total assets of such Person as set forth or reflected on the most recent
consolidated balance sheet of such Person, prepared in accordance with GAAP.

                  "Total Capitalization" means the sum of (i) Consolidated
Total Debt and (ii) Consolidated Net Worth.

                  "Transferee" has the meaning set forth in Section 9.07(d).

                  "Unfunded Vested Liabilities" means, with respect to any Plan
at any time, the amount (if any) by which (i) the present value of all vested
nonforfeitable benefits under such Plan exceeds (ii) the fair market value of
all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess


                                      15
<PAGE>   22

represents a potential liability of a member of the Controlled Group to the
PBGC or the Plan under Title IV of ERISA.

                  "Unrestricted Subsidiary" means, so long as Keebler is a
Subsidiary, Keebler, or any of its Subsidiaries, and "Unrestricted
Subsidiaries" means, collectively, Keebler and its Subsidiaries.

                  "Unused Commitment" means at any date, with respect to any
Bank, an amount equal to its Commitment less the aggregate outstanding
principal amount of its Syndicated Loans (but not its Money Market Loans and
not the Swing Loans).

                  "Wachovia" means Wachovia Bank, N.A., a national banking
association, and its successors.

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

                  SECTION 1.02.     Accounting Terms and Determinations. Unless
otherwise specified herein, all terms of an accounting character 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 (except for
changes concurred in by the Borrower's independent public accountants or
otherwise required by a change in GAAP) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks unless with respect to any such change
concurred in by the Borrower's independent public accountants or required by
GAAP, in determining compliance with any of the provisions of this Agreement or
any of the other Loan Documents: (i) the Borrower shall have objected to
determining such compliance on such basis at the time of delivery of such
financial statements, or (ii) the Required Banks shall so object in writing
within 30 days after the delivery of such financial statements, in either of
which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 5.01 hereof, shall mean
the financial statements referred to in Section 4.04).

                  SECTION 1.03.     References. Unless otherwise indicated,
references in this Agreement to "Articles", "Exhibits", "Schedules", "Sections"
and other Subdivisions are references to articles, exhibits, schedules,
sections and other subdivisions hereof.

                  SECTION 1.04.     Use of Defined Terms. All terms defined in
this Agreement shall have the same defined meanings when used in any of the
other Loan Documents, unless otherwise defined therein or unless the context
shall require otherwise.

                  SECTION 1.05.     Terminology. All personal pronouns used in
this Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders; the singular shall include the plural, and the
plural shall include the singular. Titles of Articles and Sections in this
Agreement are for convenience only, and neither limit nor amplify the
provisions of this Agreement.


                                      16
<PAGE>   23

                                  ARTICLE II

                                  THE CREDITS

                  SECTION 2.01.     Commitments to Lend Syndicated Loans and
Swing Loans (a)Each Bank severally agrees, on the terms and conditions set
forth herein, to make Syndicated Loans to the Borrower from time to time before
the Termination Date; provided that,

                  (i)      immediately after each such Syndicated Loan is made,
         the aggregate outstanding principal amount of Syndicated Loans by such
         Bank shall not exceed the amount of its Commitment, and

                  (ii)     the aggregate outstanding principal amount of all
         Syndicated Loans, Money Market Loans and Swing Loans shall not exceed
         the aggregate amount of the Commitments.

Each Syndicated Borrowing under this Section shall be in an aggregate principal
amount of (i) for Euro-Dollar Loans, $10,000,000 or any larger integral
multiple of $5,000,000, and (ii) for Base Rate Loans, $5,000,000 or any larger
integral multiple of $1,000,000 (except in each case that any such Syndicated
Borrowing may be in the aggregate amount of the Unused Commitments), and shall
be made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, repay or, to the extent permitted by Section 2.10, prepay Syndicated
Loans and reborrow under this Section at any time before the Termination Date.

                  (b)      Swing Loans. In addition to the foregoing, Wachovia
shall from time to time, upon the request of the Borrower, if the applicable
conditions precedent in Article III have been satisfied, make Swing Loans to
the Borrower in an aggregate principal amount at any time outstanding not
exceeding $15,000,000; provided that, immediately after such Swing Loan is
made, the condition set forth in clause (ii) of Section 2.01(a) shall have been
satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an
aggregate principal amount of $500,000 or any larger multiple of $100,000.
Within the foregoing limits, the Borrower may borrow under this Section
2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the
Termination Date. Swing Loans shall not be considered a utilization of the
Commitment of Wachovia or any other Bank hereunder. All Swing Loans shall be
made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank
other than Wachovia shall, on the third Domestic Business Day after such
request is made, purchase a participating interest in Swing Loans in an amount
equal to its ratable share (based upon its respective Commitment) of such Swing
Loans. On such third Domestic Business Day, each Bank will immediately transfer
to Wachovia, in immediately available funds, the amount of its participation.
Whenever, at any time after Wachovia has received from any such Bank its
participating interest in a Swing Loan, the Agent receives any payment on
account thereof, the Agent will distribute to such Bank its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Bank's participating
interest was outstanding and funded); provided, however, that in the event that
such payment received by the Agent is required to be returned, such Bank will
return to the Agent any portion thereof previously distributed by the Agent to
it. Each Bank's obligation to purchase


                                      17
<PAGE>   24

such participating interests shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation: (i) any
set-off, counterclaim, recoupment, defense or other right which such Bank or
any other Person may have against Wachovia requesting such purchase or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default or the termination of the Commitments; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower or any
other Person; (iv) any breach of this Agreement by the Borrower or any other
Bank; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

                  SECTION 2.02.     Method of Borrowing Syndicated Loans and
Swing Loans. (a) The Borrower shall give the Agent notice (a "Notice of
Borrowing"), which shall be substantially in the form of Exhibit E, prior to
11:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day as each
Base Rate Borrowing and at least 3 Euro-Dollar Business Days before each
Euro-Dollar Borrowing, specifying:

                  (i)      the date of such Syndicated Borrowing or Swing Loan
         Borrowing, which shall be a Domestic Business Day in the case of a
         Base Rate Borrowing or a Euro-Dollar Business Day in the case of a
         Euro-Dollar Borrowing,

                  (ii)     the aggregate amount of such Syndicated Borrowing or
         Swing Loan Borrowing,

                  (iii)    whether the Syndicated Loans comprising such
         Borrowing are to be Base Rate Loans or Euro-Dollar Loans, or stating
         that such Borrowing is to be a Swing Loan Borrowing, and

                  (iv)     in the case of a Euro-Dollar Borrowing, the duration
         of the Interest Period applicable thereto, subject to the provisions
         of the definition of Interest Period.

                  (b)      Upon receipt of a Notice of Borrowing, the Agent
shall promptly notify each Bank of the contents thereof (unless such Borrowing
is a Swing Loan Borrowing) and of such Bank's ratable share of such Syndicated
Borrowing and such Notice of Borrowing, once received by the Agent, shall not
thereafter be revocable by the Borrower.

                  (c)      Not later than (i) as to Base Rate Loans, 2:00 P.M.
(Atlanta, Georgia time), and (ii) as to Euro-Dollar Loans, 11:00 A.M.,
(Atlanta, Georgia time) on the date of each Syndicated Borrowing, each Bank
shall (except as provided in paragraph (d) of this Section) make available its
ratable share of such Syndicated Borrowing, in Federal or other funds
immediately available in Atlanta, Georgia, to the Agent at its address
determined pursuant to Section 9.01. Unless the Agent determines that any
applicable condition specified in Article III has not been satisfied, the Agent
will make the funds so received from the Banks available to the Borrower on
such date by depositing the same, in immediately available funds, not later
than 4:00 p.m. (Atlanta, Georgia time), in an account of the Borrower
maintained with Wachovia. Unless the Agent receives notice from a Bank, at the
Agent's address referred to in or specified pursuant to Section 9.01, no later
than 4:00 P.M. (local time at such address) on the Domestic Business Day before
the date of a Syndicated Borrowing stating that such Bank will not make a
Syndicated Loan in connection with such Syndicated Borrowing, the Agent shall
be entitled to


                                      18
<PAGE>   25

assume that such Bank will make a Syndicated Loan in connection with such
Syndicated Borrowing and, in reliance on such assumption, the Agent may (but
shall not be obligated to) make available such Bank's ratable share of such
Syndicated Borrowing to the Borrower for the account of such Bank. If the Agent
makes such Bank's ratable share available to the Borrower and such Bank does
not in fact make its ratable share of such Syndicated Borrowing available on
such date, the Agent shall be entitled to recover such Bank's ratable share
from such Bank or the Borrower (and for such purpose shall be entitled to
charge such amount to any account of the Borrower maintained with the Agent),
together with interest thereon for each day during the period from the date of
such Syndicated Borrowing until such sum shall be paid in full at a rate per
annum equal to the rate at which the Agent determines that it obtained (or
could have obtained) overnight Federal funds to cover such amount for each such
day during such period, provided that (i) any such payment by the Borrower of
such Bank's ratable share and interest thereon shall be without prejudice to
any rights that the Borrower may have against such Bank and (ii) until such
Bank has paid its ratable share of such Syndicated Borrowing, together with
interest pursuant to the foregoing, it will have no interest in or rights with
respect to such Syndicated Borrowing for any purpose hereunder. If the Agent
does not exercise its option to advance funds for the account of such Bank, it
shall forthwith notify the Borrower of such decision. Wachovia will make
available to the Borrower at Wachovia's Lending Office the amount of any such
Borrowing which is a Swing Loan Borrowing not later than 2:00 P.M. (Atlanta,
Georgia time).

                  (d)      If any Bank makes a new Syndicated Loan hereunder on
a day on which the Borrower is to repay all or any part of an outstanding
Syndicated Loan from such Bank, such Bank shall apply the proceeds of its new
Syndicated Loan to make such repayment as a Refunding Loan and only an amount
equal to the difference (if any) between the amount being borrowed and the
amount of such Refunding Loan shall be made available by such Bank to the Agent
as provided in paragraph (c) of this Section, or remitted by the Borrower to
the Agent as provided in Section 2.12, as the case may be.

                  (e)      Notwithstanding anything to the contrary contained
in this Agreement, no Fixed Rate Borrowing may be made if there shall have
occurred a Default or an Event of Default, which Default or Event of Default
shall not have been cured or waived, and in such case all Refunding Loans shall
be made as Base Rate Loans (but shall bear interest at the Default Rate, if
applicable).

                  (f)      In the event that a Notice of Borrowing fails to
specify whether the Syndicated Loans comprising such Syndicated Borrowing are
to be Base Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made
as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement
to repay any Syndicated Loans maturing at the end of an Interest Period
applicable thereto with the proceeds of a new Borrowing, and the Borrower fails
to repay such Syndicated Loans using its own moneys and fails to give a Notice
of Borrowing in connection with such new Syndicated Borrowing, a new Syndicated
Borrowing shall be deemed to be made on the date such Syndicated Loans mature
in an amount equal to the principal amount of the Syndicated Loans so maturing,
and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base
Rate Loans.


                                      19
<PAGE>   26

                  (g)      Notwithstanding anything to the contrary contained
herein, there shall not be more than 10 Fixed Rate Borrowings outstanding at
any given time.

                  SECTION 2.03.     Money Market Loans. (a) So long as, at the
end of the immediately preceding Fiscal Quarter, the Borrower had a ratio of
Adjusted EBILTDA to Adjusted Consolidated Fixed Charges of 3.50 to 1.0, in
addition to making Syndicated Borrowings, the Borrower may, as set forth in
this Section 2.03, request the Banks to make offers to make Money Market
Borrowings available to the Borrower. The Banks may, but shall have no
obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.03, provided that:

                  (i)      the number of Money Market Borrowings which may be
         outstanding at any given time is subject to the provisions of Section
         2.02(g);

                  (ii)     the aggregate principal amount of all Money Market
         Loans, together with the aggregate principal amount of all Syndicated
         Loans and Swing Loans, at any one time outstanding shall not exceed
         the aggregate amount of the Commitments of all of the Banks at such
         time; and

                  (iii)    the Money Market Loans of any Bank will be deemed to
         be usage of the Commitments for the purpose of calculating
         availability pursuant to Section 2.01(ii) and 2.03(a)(ii), but will
         not reduce such Bank's obligation to lend its pro rata share of the
         remaining Unused Commitment.

                  (b)      When the Borrower wishes to request offers to make
Money Market Loans, it shall give the Agent (which shall promptly notify the
Banks) notice substantially in the form of Exhibit I hereto (a "Money Market
Quote Request") so as to be received no later than 11:00 A.M. (Atlanta, Georgia
time) at least 1 Domestic Business Day prior to the date of the Money Market
Borrowing proposed therein (or such other time and date as the Borrower and the
Agent, with the consent of the Required Banks, may agree), specifying:

                  (i)      the proposed date of such Money Market Borrowing,
         which shall be a Euro-Dollar Business Day (the "Money Market Borrowing
         Date");

                  (ii)     the maturity date (or dates) (each a "Stated
         Maturity Date") for repayment of each Money Market Loan to be made as
         part of such Money Market Borrowing (which Stated Maturity Date shall
         be that date occurring not less than 7 days but not more than 180 days
         from the date of such Money Market Borrowing); provided that the
         Stated Maturity Date for any Money Market Loan may not extend beyond
         the Termination Date (as in effect on the date of such Money Market
         Quote Request); and

                  (iii)    the aggregate amount of principal to be requested by
         the Borrower as a result of such Money Market Borrowing, which shall
         be at least $10,000,000 (and in larger integral multiples of
         $5,000,000) but shall not cause the limits specified in Section
         2.03(a) to be violated.

The Borrower may request offers to make Money Market Loans having up to 2
different Stated Maturity Dates in a single Money Market Quote Request;
provided that the request for each


                                      20
<PAGE>   27

separate Stated Maturity Date shall be deemed to be a separate Money Market
Quote Request for a separate Money Market Borrowing. Except as otherwise
provided in the immediately preceding sentence, after the first Money Market
Quote Request has been given hereunder, no Money Market Quote Request shall be
given until at least 5 Domestic Business Days after all prior Money Market
Quote Requests have been fully processed ("fully processed" as used in this
sentence shall mean the later to occur of (i) the failure of all Banks timely
to offer a Money Market Quote, (ii) the failure of the Borrower timely to
accept any Money Market Quote, or (iii) the timely acceptance of any Money
Market Quotes) by the Agent, the Banks and the Borrower pursuant to this
Section 2.03.

                  (c)(i)   Each Bank may, but shall have no obligation to,
         submit a response containing an offer to make a Money Market Loan
         substantially in the form of Exhibit J hereto (a "Money Market Quote")
         in response to any Money Market Quote Request; provided that, if the
         Borrower's request under Section 2.03(b) specified more than 1 Stated
         Maturity Date, such Bank may, but shall have no obligation to, make a
         single submission containing a separate offer for each such Stated
         Maturity Date and each such separate offer shall be deemed to be a
         separate Money Market Quote. Each Money Market Quote must be submitted
         to the Agent not later than 10:00 A.M. (Atlanta, Georgia time) on the
         Money Market Borrowing Date; provided that any Money Market Quote
         submitted by Wachovia may be submitted, and may only be submitted, if
         Wachovia notifies the Borrower of the terms of the offer contained
         therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money
         Market Borrowing Date (or 15 minutes prior to the time that the other
         Banks are required to have submitted their respective Money Market
         Quotes). Subject to Section 6.01, any Money Market Quote so made shall
         be irrevocable except with the written consent of the Agent given on
         the instructions of the Borrower.

                           (ii)     Each Money Market Quote shall specify:

                                    (A)      the proposed Money Market
                           Borrowing Date and the Stated Maturity Date
                           therefor;

                                    (B)      the principal amounts of the Money
                           Market Loan which the quoting Bank is willing to
                           make for the applicable Money Market Quote, which
                           principal amounts (x) may be greater than or less
                           than the Commitment of the quoting Bank, (y) shall
                           be at least $5,000,000 or a larger integral multiple
                           of $500,000, and (z) may not exceed the principal
                           amount of the Money Market Borrowing for which
                           offers were requested;

                                    (C)      the rate of interest per annum
                           (rounded upwards, if necessary, to the nearest
                           1/100th of 1%) offered for each such Money Market
                           Loan (such amounts being hereinafter referred to as
                           the "Money Market Rate"); and

                                    (D)      the identity of the quoting Bank.


                                      21
<PAGE>   28

         Unless otherwise agreed by the Agent and the Borrower, no Money Market
         Quote shall contain qualifying, conditional or similar language or
         propose terms other than or in addition to those set forth in the
         applicable Money Market Quote Request (other than setting forth the
         principal amounts of the Money Market Loan which the quoting Bank is
         willing to make for the applicable Interest Period) and, in
         particular, no Money Market Quote may be conditioned upon acceptance
         by the Borrower of all (or some specified minimum) of the principal
         amount of the Money Market Loan for which such Money Market Quote is
         being made.

                  (d)      The Agent shall as promptly as practicable after the
Money Market Quote is submitted (but in any event not later than 10:30 A.M.
(Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the
Borrower of the terms (i) of any Money Market Quote submitted by a Bank that is
in accordance with Section 2.03(c) and (ii) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money Market Quote
Request. Any such subsequent Money Market Quote shall be disregarded by the
Agent unless such subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote. The Agent's notice to the
Borrower shall specify (A) the principal amounts of the Money Market Borrowing
for which offers have been received and (B) the respective principal amounts
and Money Market Rates so offered by each Bank (identifying the Bank that made
each Money Market Quote).

                  (e)      Not later than 11:00 A.M. (Atlanta, Georgia time) on
the Money Market Borrowing Date, the Borrower shall notify the Agent of its
acceptance or nonacceptance of the offers so notified to it pursuant to Section
2.03(d) and the Agent shall promptly notify each Bank which submitted an offer.
In the case of acceptance, such notice shall specify the aggregate principal
amount of offers (for each Stated Maturity Date) that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

                  (i)      the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the
         related Money Market Quote Request;

                  (ii)     the aggregate principal amount of each Money Market
         Loan comprising a Money Market Borrowing shall be at least $10,000,000
         (and in larger integral multiples of $5,000,000) but shall not cause
         the limits specified in Section 2.03(a) to be violated;

                  (iii)    acceptance of offers may only be made in ascending
         order of Money Market Rates; and

                  (iv)     the Borrower may not accept any offer where the
         Agent has advised the Borrower that such offer fails to comply with
         Section 2.03(c)(ii) or otherwise fails to comply with the requirements
         of this Agreement (including without limitation, Section 2.03(a)).

If offers are made by 2 or more Banks with the same Money Market Rates for a
greater aggregate principal amount than the amount in respect of which offers
are accepted for the related Stated Maturity Date, the principal amount of
Money Market Loans in respect of which


                                      22
<PAGE>   29

such offers are accepted shall be allocated by the Borrower among such Banks as
nearly as possible in proportion to the aggregate principal amount of such
offers. Determinations by the Borrower of the amounts of Money Market Loans
shall be conclusive in the absence of manifest error.

                  (f)      Any Bank whose offer to make any Money Market Loan
has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on
the Money Market Borrowing Date, make the amount of such Money Market Loan
allocated to it available to the Agent at its address referred to in Section
9.01 in immediately available funds. The amount so received by the Agent shall,
subject to the terms and conditions of this Agreement, be made available to the
Borrower on such date by depositing the same, in immediately available funds,
not later than 4:00 P.M. (Atlanta, Georgia time), in an account of the Borrower
maintained with Wachovia.

                  (g)      After any Money Market Loan has been funded, the
Agent shall notify the Banks of the aggregate principal amount of the Money
Market Quotes received and the highest and lowest rates included in such Money
Market Quotes.

                  SECTION 2.04.     Notes. (a) The Syndicated Loans of each
Bank shall be evidenced by a single Syndicated Loan Note payable to the order
of such Bank for the account of its Lending Office in an amount equal to the
original principal amount of such Bank's Commitment. The Swing Loans shall be
evidenced by a single Swing Loan Note payable to the order of Wachovia in the
original principal amount of $15,000,000.

                  (b)      The Money Market Loans made by any Bank to the
Borrower shall be evidenced by a single Money Market Loan Note payable to the
order of such Bank for the account of its Lending Office in an amount equal to
the original principal amount of the aggregate Commitments.

                  (c)      Upon receipt of each Bank's Notes pursuant to
Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall
record, and prior to any transfer of its Notes shall endorse on the schedules
forming a part thereof appropriate notations to evidence, the date, amount and
maturity of, and effective interest rate for, each Loan made by it, the date
and amount of each payment of principal made by the Borrower with respect
thereto, and such schedules of each such Bank's Notes shall constitute
rebuttable presumptive evidence of the respective principal amounts owing and
unpaid on such Bank's Notes; provided that the failure of any Bank to make, or
any error in making, any such recordation or endorsement shall not affect the
obligation of the Borrower hereunder or under the Notes or the ability of any
Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Notes and to attach to and make a part of any Note a
continuation of any such schedule as and when required.

                  SECTION 2.05.     Maturity of Loans. (a) Each Loan included in
any Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.


                                      23
<PAGE>   30

                  (b)      Notwithstanding the foregoing, the outstanding
principal amount of the Loans, if any, together with all accrued but unpaid
interest thereon, if any, shall be due and payable on January 29, 2003.

                  SECTION 2.06.     Interest Rates. (a) "Applicable Margin"
means:

                  (i)      for the period commencing on the Closing Date to and
         including June 30, 2001, (x) for any Base Rate Loan, 0%, and (y) for
         any Euro-Dollar Loan, 2.00%; and

                  (ii)     from and after June 30, 2001, (x) for any Base Rate
         Loan, 0.50% and (y) for each Euro-Dollar Loan, 2.50.

                  (b)      Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan is
made until it becomes due, at a rate per annum equal to the Base Rate for such
day plus the Applicable Margin. Such interest shall be payable for each
Interest Period on the last day thereof. Any overdue principal of and, to the
extent permitted by applicable law, overdue interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the Default Rate.

                  (c)      Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than 3 months, at intervals of 3 months
after the first day thereof. Any overdue principal of and, to the extent
permitted by law, overdue interest on any Euro-Dollar Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

                  The "Adjusted London Interbank Offered Rate" applicable to
any Interest Period means a rate per annum equal to the quotient obtained
(rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing
(i) the applicable London Interbank Offered Rate for such Interest Period by
(ii) 1.00 minus the Euro-Dollar Reserve Percentage.

                  The "London Interbank Offered Rate" applicable to any
Euro-Dollar Loan means for the Interest Period of such Euro-Dollar Loan, the
rate per annum determined on the basis of the offered rate for deposits in
Dollars of amounts equal or comparable to the principal amount of such
Euro-Dollar Loan offered for a term comparable to such Interest Period, which
rates appear on the Telerate Page 3750 effective as of 11:00 A.M., London time,
2 Euro-Dollar Business Days prior to the first day of such Interest Period,
provided that if no such offered rates appear on such page, the "London
Interbank Offered Rate" for such Interest Period will be the arithmetic average
(rounded upward, if necessary, to the next higher 1/100th of 1%) of rates
quoted by not less than 2 major banks in New York City, selected by the Agent,
at approximately 10:00 A.M., New York City time, 2 Euro-Dollar Business Days
prior to the first day of such Interest Period, for deposits in Dollars offered
by leading European banks for a period comparable to such Interest Period in an
amount comparable to the principal amount of such Euro-Dollar Loan.


                                      24
<PAGE>   31

                  "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents). The Adjusted
London Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve Percentage.

                  (d)      Each Money Market Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Money
Market Loan is made until it becomes due, at a rate per annum equal to the
applicable Money Market Rate set forth in the relevant Money Market Quote. Such
interest shall be payable on the Stated Maturity Date thereof, and, if the
Stated Maturity Date occurs more than 90 days after the date of the relevant
Money Market Loan, at intervals of 90 days after the first day thereof. Any
overdue principal of and, to the extent permitted by law, overdue interest on
any Money Market Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the Default Rate.

                  (e)      The Agent shall, subject to the provisions of
Section 2.03 with respect to Money Market Loans, determine each interest rate
applicable to the Loans hereunder. The Agent shall give prompt notice to the
Borrower and the Banks by telecopier of each rate of interest so determined,
and its determination thereof shall be conclusive in the absence of manifest
error.

                  (f)      After the occurrence and during the continuance of
an Event of Default, the principal amount of the Loans (and, to the extent
permitted by applicable law, all accrued interest thereon) shall bear interest
at the Default Rate and shall be payable on demand.

                  SECTION 2.07.     Fees. (a) The Borrower shall pay to the
Agent, for the ratable account of each Bank, a facility fee, calculated in the
manner provided in the last paragraph of Section 2.06(a)(ii), on the aggregate
amount of such Bank's Commitment (without taking into account the amount of the
outstanding Loans made by such Bank), at a rate per annum equal to 0.50%


Such facility fees shall accrue from and including the Closing Date to but
excluding the Termination Date and shall be payable in arrears on each March 31,
June 30, September 30 and December 31 and on the Termination Date, commencing on
March 31, 2000.

                  (b)      The Borrower shall pay to the Agent, for the account
and sole benefit of the Agent, such fees and other amounts at such times as set
forth in the Agent's Letter Agreement.

                  SECTION 2.08.     Optional Termination or Reduction of
Commitments. The Borrower may, upon at least 3 Domestic Business Days' notice
to the Agent, terminate at any time, or proportionately reduce all or any part
of the Unused Commitments, after deducting therefrom the aggregate amount of
any outstanding Money Market Loans, from time to time by an aggregate amount of
at least $10,000,000 or any larger integral multiple of $5,000,000. If the


                                      25
<PAGE>   32

Commitments are terminated in their entirety, all accrued fees (as provided
under Section 2.07) shall be due and payable on the effective date of such
termination.

                  SECTION 2.09.     Mandatory Reduction and Termination of
Commitments. (a) If, upon a transfer of assets or the discontinuance or
elimination of a Restricted Subsidiary or a division thereof or of Keebler (in
a single transaction or in a series of related transactions), the aggregate
assets so transferred or utilized in a Restricted Subsidiary or division
thereof or of Keebler to be so discontinued, when combined with all other
assets transferred, and all other assets utilized in all other Restricted
Subsidiaries or divisions thereof and of Keebler discontinued since the Closing
Date, constitute more than 30% of Consolidated Total Assets (excluding from
such calculation assets of the types described in clause (ii) of the last
sentence of Section 5.04) measured as of February 3, 1998 (the amount of such
excess being the "Excess Proceeds"), then the Borrower shall promptly (and in
any event within 5 Domestic Business Days after such sale) notify in writing
the Agent and the Banks thereof, which notice shall include the amount of the
Excess Proceeds and the amount of such Excess Proceeds which the Borrower
intends to invest in operating assets of the Borrower or its Restricted
Subsidiaries within 90 days after such sale (the "Intended Reinvestment
Amount"), and the aggregate amount of the Commitments shall be permanently
reduced (i) on the date which is 5 Domestic Business Days after such sale, by
an amount equal to the difference between the Excess Proceeds and the Intended
Reinvestment Amount, and (ii) on the date which is 90 days after such sale, by
the amount of any Excess Proceeds which was included in the Intended
Reinvestment Amount but which have not been invested in operating assets of the
Borrower within such 90 day period (and the Borrower shall notify the Agent and
the Banks of such amount on such date), and in each case the Borrower shall
make any prepayments required by Section 2.11 as a result thereof.

                  (b)      Without limiting the rights of the Banks under
Section 5.24, upon the incurrence of any New Indebtedness for Borrowed Money,
other than New Indebtedness for Borrowed Money permitted by clause (ii) of
Section 5.24, the aggregate amount of the Commitments shall be permanently
reduced by an amount equal to the net cash proceeds thereof (net of customary
fees and closing costs directly incurred in connection therewith), and the
Borrower shall make any prepayments required by Section 2.11 as a result
thereof.

                  (c)      The Commitments shall terminate on the Termination
Date and any Loans then outstanding (together with accrued interest thereon)
shall be due and payable on such date.

                  SECTION 2.10.     Optional Prepayments. (a) The Borrower may,
upon at least 1 Domestic Business Days' notice to the Agent, prepay any Base
Rate Borrowing in whole at any time, or from time to time in part in amounts
aggregating at least $5,000,000 or $500,000 as to Swing Loans, or any larger
integral multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Base Rate Loans of
the several Banks (or of Wachovia, in the case of Swing Loans) included in such
Base Rate Borrowing.

                  (b)      Subject to any payments required pursuant to the
terms of Section 8.05(a) for such Fixed Rate Loan, upon 3 Domestic Business
Day's prior written notice, the Borrower may prepay in minimum amounts of
$10,000,000 with additional increments of $5,000,000 (or any


                                      26
<PAGE>   33

lesser amount equal to the outstanding balance of such Loan) all or any portion
of the principal amount of any Fixed Rate Loan prior to the maturity thereof.

                  (c)      Upon receipt of a notice of prepayment pursuant to
this Section 2.10, the Agent shall promptly notify each Bank of the contents
thereof and of such Bank's ratable share of such prepayment and such notice,
once received by the Agent, shall not thereafter be revocable by the Borrower.

                  SECTION 2.11.     Mandatory Prepayments. On each date on which
the Commitments are reduced pursuant to Section 2.08 or Section 2.09, the
Borrower shall repay or prepay such principal amount of the outstanding Loans,
if any (together with interest accrued thereon and any amount due under Section
8.05(a)), as may be necessary so that after such payment the aggregate unpaid
principal amount of the Loans does not exceed the aggregate amount of the
Commitments as then reduced. In addition, the Borrower shall make such
mandatory prepayments as may be necessary from time to time to be in compliance
with the provisions of Section 5.23. Each such payment or prepayment shall be
applied first to any Swing Loans outstanding, and then ratably to the Loans of
the Banks outstanding on the date of payment or prepayment in the following
order of priority:(i) first, to Base Rate Loans; (ii) secondly, to Euro-Dollar
Loans; and (iii) lastly, to Money Market Loans.

                  SECTION 2.12.     General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the Loans
and of fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the
date when due, in Federal or other funds immediately available in Atlanta,
Georgia, to the Agent at its address referred to in Section 9.01. The Agent
will promptly distribute to Wachovia each such payment received on account of
the Swing Loans and to each Bank its ratable share of each such payment
received by the Agent for the account of the Banks.

                  (b)      Whenever any payment of principal of, or interest
on, the Base Rate Loans, Money Market Loans or of fees hereunder shall be due
on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. Whenever any
payment of principal of or interest on, the Euro-Dollar Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the
date for payment thereof shall be the next preceding Euro-Dollar Business Day.

                  (c)      All payments of principal, interest and fees and all
other amounts to be made by the Borrower pursuant to this Agreement with
respect to any Loan or fee relating thereto shall be paid without setoff,
deduction or counterclaim of any kind, including, without limitation, any
deduction for, and free from, any tax, imposts, levies, duties, deductions, or
withholdings of any nature now or at anytime hereafter imposed by any
governmental authority or by any taxing authority thereof or therein excluding
in the case of the Agent and each Bank, taxes imposed on or measured by its net
income, and franchise taxes imposed on it, by the jurisdiction under the laws
of which the Agent or such Bank is organized or any political subdivision
thereof and, in the case of each Bank, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction of such Bank's applicable
Lending Office or any political subdivision thereof (all


                                      27
<PAGE>   34

such non-excluded taxes, imposts, levies, duties, deductions or withholdings of
any nature being "Taxes"). In the event that the Borrower is required by
applicable law to make any such withholding or deduction of Taxes with respect
to any Loan or fee or other amount, the Borrower shall pay such deduction or
withholding to the applicable taxing authority, shall promptly furnish to any
Bank in respect of which such deduction or withholding is made all receipts and
other documents evidencing such payment and shall pay to such Bank additional
amounts as may be necessary in order that the amount received by such Bank
after the required withholding or other payment shall equal the amount such
Bank would have received had no such withholding or other payment been made. If
no withholding or deduction of Taxes are payable in respect to any Loan or fee
relating thereto, the Borrower shall furnish any Bank, at such Bank's request,
either (at the option of the Borrower) a certificate from each applicable
taxing authority or an opinion of counsel acceptable to such Bank, in either
case stating that such payments are exempt from or not subject to withholding
or deduction of Taxes. If the Borrower fails to provide such original or
certified copy of a receipt evidencing payment of Taxes or certificate(s) or
opinion of counsel of exemption, the Borrower hereby agrees to compensate such
Bank for, and indemnify them with respect to, the tax consequences of the
Borrower's failure to provide evidence of tax payments or tax exemption.

                  Each Bank which is not organized under the laws of the United
States or any state thereof agrees, as soon as practicable after receipt by it
of a request by the Borrower to do so, to file all appropriate forms and take
other appropriate action to obtain a certificate or other appropriate document
from the appropriate governmental authority in the jurisdiction imposing the
relevant Taxes, establishing that it is entitled to receive payments of
principal and interest under this Agreement and the Notes without deduction and
free from withholding of any Taxes imposed by such jurisdiction; provided that
if it is unable, for any reason, to establish such exemption, or to file such
forms and, in any event, during such period of time as such request for
exemption is pending, the Borrower shall nonetheless remain obligated under the
terms of the immediately preceding paragraph.

                  In the event any Bank receives a refund of any Taxes paid by
the Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the
amount of such refund promptly upon receipt thereof; provided that if at any
time thereafter it is required to return such refund, the Borrower shall
promptly repay to it the amount of such refund.

                  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower and the
Banks contained in this Section 2.12(c) shall be applicable with respect to any
Participant, Assignee or other Transferee, and any calculations required by
such provisions (i) shall be made based upon the circumstances of such
Participant, Assignee or other Transferee, and (ii) constitute a continuing
agreement and shall survive the termination of this Agreement and the payment
in full or cancellation of the Notes.

                  SECTION 2.13.     Computation of Interest and Fees. Interest
on Base Rate Loans shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day). Interest on Euro-Dollar Loans and Money Market Loans
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed, calculated as to each Interest Period from and
including the first


                                      28
<PAGE>   35

day thereof to but excluding the last day thereof. Commitment fees and any
other fees payable hereunder shall be computed on the basis of a year of 360
days and paid for the actual number of days elapsed (including the first day
but excluding the last day).

                                  ARTICLE III

                            CONDITIONS TO BORROWINGS

                  SECTION 3.01.     Conditions to First Borrowing. The
obligation of each Bank to make a Loan on the occasion of the first Borrowing
is subject to the satisfaction of the conditions set forth in Section 3.02 and
receipt by the Agent of the following (as to the documents described in
paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for
delivery of a counterpart to each Bank and retention of one counterpart by the
Agent); provided, however, that (i) this Agreement replaces and supersedes the
Original Agreement, and (ii) all of the following conditions set forth in (b)
through (d), inclusive, and (g) below shall be deemed to have been satisfied by
the satisfaction of the same at the time of the closing of the Original
Agreement (and the Notes currently held by the Banks shall continue to evidence
the Syndicated Loans and Money Market Loans hereunder):

                  (a)      from the Borrower, the Agent and each of the
         Required Banks of either (i) a duly executed counterpart of this
         Agreement signed by such party or (ii) a facsimile transmission of
         such executed counterpart, with the original to be sent to the Agent
         by overnight courier);

                  (b)      a duly executed Syndicated Loan Note and a duly
         executed Money Market Loan Note for the account of each Bank complying
         with the provisions of Section 2.04;

                  (c)      an opinion letter of Stephen R. Avera, Assistant
         General Counsel of the Borrower, dated as of the Closing Date,
         substantially in the form of Exhibit B and covering such additional
         matters relating to the transactions contemplated hereby as the Agent
         or any Bank may reasonably request;

                  (d)      an opinion of Jones, Day, Reavis & Pogue, special
         counsel for the Agent, dated as of the Closing Date, substantially in
         the form of Exhibit C and covering such additional matters relating to
         the transactions contemplated hereby as the Agent may reasonably
         request;

                  (e)      a certificate (the "Closing Certificate")
         substantially in the form of Exhibit G), dated as of the Closing Date,
         signed by a principal financial officer of the Borrower, to the effect
         that (i) no Default has occurred and is continuing on the date of the
         first Borrowing and (ii) the representations and warranties of the
         Borrower contained in Article IV are true on and as of the date of the
         first Borrowing hereunder;

                  (f)      a certificate of the Borrower substantially in the
         form of Exhibit H (the "Officer's Certificate"), signed by the
         Secretary or an Assistant Secretary of the Borrower, certifying as to
         (i) the names, true signatures and incumbency of the officer or
         officers of the Borrower authorized to execute and deliver this
         Agreement and the Swing


                                      29
<PAGE>   36

         Loan Note, (ii) the Borrower's Certificate of Incorporation and (iii)
         the Borrower's Bylaws;

                  (g)      a Notice of Borrowing or notification pursuant to
         Section 2.03(e) of acceptance of one or more Money Market Quotes, as
         applicable;

                  (h)      a duly executed Swing Loan Note for the account of
         Wachovia complying with the provisions of Section 2.04;

                  (i)      receipt by the Agent of (i) an amendment fee payable
         to the Agent for the ratable account of each of the Banks which
         executes this Agreement on or before the Closing Date in an amount
         equal to 0.25% of the Commitments on the Closing Date, and (ii) all
         fees payable on the Closing Date pursuant to the letter agreement
         dated March 23, 2000 between the Borrower, the Agent and Wachovia
         Securities, Inc.;

                  (j)      receipt by the Agent of a certificate showing the
         calculation of the Indebtedness, the Synthetic Lease Obligations and
         the Borrowing Base pursuant to Section 5.23, as of the Fiscal Period
         just ended;

                  (k)      with respect to any indenture, agreement or other
         instrument pertaining to Indebtedness which must be amended to prevent
         the occurrence of an Event of Default under Section 6.01(e) or (f),
         receipt by the Agent of a copy of the amendments executed in
         connection therewith which prevent such occurrence, and the Agents'
         reasonable satisfaction that such amendments do not include any
         financial, negative or affirmative covenants which are more
         restrictive in any material respect on the Borrower or any of its
         Subsidiaries than those contained in this Agreement; and

                  (l)      receipt by the Agent of a Federal Reserve Form FR
         U-1 pertaining to this Agreement and the Loans hereunder in form and
         substance satisfactory to the Agent, and executed by the Agent and the
         Borrower.

                  SECTION 3.02.     Conditions to All Borrowings. The obligation
of each Bank to make a Loan on the occasion of each Borrowing or of Wachovia to
make a Swing Loan is subject to the satisfaction of the following conditions
except as expressly provided in the last sentence of this Section 3.02:

                  (a)      receipt by the Agent of a Notice of Borrowing or
         notification pursuant to Section 2.03(e) of acceptance of one or more
         Money Market Quotes, as applicable;

                  (b)      the fact that, immediately before and after such
         Borrowing, no Default shall have occurred and be continuing;

                  (c)      the fact that the representations and warranties of
         the Borrower contained in Article IV of this Agreement shall be true
         on and as of the date of such Borrowing, except to the extent such
         representations and warranties relate to a prior date; and

                  (d)      the fact that, immediately after such Borrowing, the
         conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall
         have been satisfied.


                                      30
<PAGE>   37

The acceptance by the Borrower of each Syndicated Borrowing and each Money
Market Borrowing hereunder shall be deemed to be a representation and warranty
by the Borrower on the date of such Borrowing as to the truth and accuracy of
the facts specified in paragraphs (b), (c) and (d) of this Section; provided
that: (i) if such Borrowing is a Syndicated Borrowing which consists solely of
a Refunding Loan, (x) such Borrowing shall not be deemed to be such a
representation and warranty as to the truth and accuracy of the fact specified
in paragraph (c) of this Section, and (y) if the facts specified in paragraph
(b) are not true and accurate, such Refunding Loan shall be made as a Base Rate
Loan; and (ii) any representation and warranty contained in Article IV which by
its terms is made as to matters as of a specified date shall when remade
pursuant to this Section in connection with such Borrowing be deemed to be made
as to matters as of such specified date and not any later date.

                                  ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants that:

                  SECTION 4.01.     Corporate Existence and Power. The Borrower
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Georgia. The Borrower is duly qualified to transact
business in every jurisdiction where, by the nature of its business, such
qualification is necessary, except for any failure to comply with the foregoing
which does not have and reasonably could not be expected to cause a Material
Adverse Effect, and has all corporate powers and all government authorizations,
licenses, consents and approvals required to engage in its business and
operations as now conducted, except for any failure to comply with the
foregoing which does not have and reasonably could not be expected to cause a
Material Adverse Effect.

                  SECTION 4.02.     Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement, the Notes and the other Loan Documents (i) are within the Borrower's
corporate powers, (ii) have been duly authorized by all necessary corporate
action, (iii) require no action by or in respect of or filing with, any
governmental body, agency or official, (iv) do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or of any material
agreement, judgment, injunction, order, decree or other instrument binding upon
the Borrower or any of its Restricted Subsidiaries, and (v) do not result in
the creation or imposition of any Lien on any asset of the Borrower or any of
its Restricted Subsidiaries.

                  SECTION 4.03.     Binding Effect. This Agreement constitutes a
valid and binding agreement of the Borrower enforceable in accordance with its
terms, and the Notes and the other Loan Documents, when executed and delivered
in accordance with this Agreement, will constitute valid and binding
obligations of the Borrower enforceable in accordance with their respective
terms, provided that the enforceability hereof and thereof is subject in each
case to general principles of equity and to bankruptcy, insolvency and similar
laws affecting the enforcement of creditors' rights generally.


                                      31
<PAGE>   38

                  SECTION 4.04.     Financial Information. (a) The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of January
2, 1999 and the related consolidated statements of income, shareholders' equity
and cash flows for the Fiscal Year then ended, reported on by Price Waterhouse
LLP, copies of which have been delivered to each of the Banks, and the
unaudited consolidated financial statements of the Borrower for the interim
period ended October 9, 1999 copies of which have been delivered to each of the
Banks, fairly present, in conformity with GAAP, the consolidated financial
position of the Borrower and its Consolidated Subsidiaries as of such dates and
their consolidated results of operations and cash flows for such periods
stated.


                  (b)      Since January 2, 1999, there has been no event, act,
condition or occurrence which has or reasonably could be expected to cause a
Material Adverse Effect.

                  SECTION 4.05.     No Litigation. There is no action, suit or
proceeding pending, or to the knowledge of the Borrower threatened, against or
affecting the Borrower or any of its Restricted Subsidiaries before any court
or arbitrator or any governmental body, agency or official which has or
reasonably could be expected to have a Material Adverse Effect or which in any
manner draws into question the validity of this Agreement, the Notes or any of
the other Loan Documents.

                  SECTION 4.06.     Compliance with ERISA. (a) The Borrower and
each member of the Controlled Group have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and have not incurred any liability to the
PBGC or a Plan under Title IV of ERISA.

                  (b)      Neither the Borrower nor any member of the
Controlled Group has incurred any withdrawal liability with respect to any
Multiemployer Plan under Title IV of ERISA, and no such liability is expected
to be incurred.

                  SECTION 4.07.     Compliance with Laws; Payment of Taxes. The
Borrower and, to the best of the Borrower's knowledge, its Material
Subsidiaries, are in compliance with all applicable laws, regulations and
similar requirements of governmental authorities, except where such compliance
is being contested in good faith through appropriate proceedings or which does
not have and reasonably could not be expected to cause a Material Adverse
Effect. There have been filed on behalf of the Borrower and its Material
Subsidiaries all Federal, state and local income, material excise, material
property and other material tax returns which are required to be filed by them
and all taxes due pursuant to such returns or pursuant to any assessment
received by or on behalf of the Borrower or any Material Subsidiary have been
paid, except where such payments are being contested in good faith through
appropriate proceedings or the failure to pay does not have and reasonably
could not be expected to cause a Material Adverse Effect. The charges, accruals
and reserves on the books of the Borrower and its Material Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate. As of the Closing Date, United States income tax returns of
the Borrower and its Material Subsidiaries have been examined and closed
through the 1995 Fiscal Year.


                                      32
<PAGE>   39

                  SECTION 4.08.     Subsidiaries. Each of the Borrower's
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, is duly qualified
to transact business in every jurisdiction where, by the nature of its
business, such qualification is necessary, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except for any failure to comply with the
foregoing which does not have and reasonably could not be expected to cause a
Material Adverse Effect. As of the Closing Date, the Borrower has no
Subsidiaries except for those Subsidiaries listed on Schedule 4.08, which
assumes the consummation of the Keebler Acquisition and which accurately sets
forth each such Subsidiary's complete name and jurisdiction of incorporation.
None of such Subsidiaries, other than those listed as such on Schedule 4.08, is
a Material Subsidiary as of the Closing Date. Within 15 days after any
Subsidiary becomes a Material Subsidiary, or the creation or acquisition of any
Subsidiary which becomes a Material Subsidiary, the Borrower will send to the
Agent and each of the Banks either a supplement to or replacement of Schedule
4.08 (showing such Subsidiary and indicating that it is a Material Subsidiary),
or a copy of Form 8-K sent to the Securities and Exchange Commission, showing
such Subsidiary as a Material Subsidiary.

                  SECTION 4.09.     Investment Company Act. Neither the Borrower
nor any of its Subsidiaries is an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

                  SECTION 4.10.     Public Utility Holding Company Act. Neither
the Borrower nor any of its Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 4.11.     Ownership of Property; Liens. Each of the
Borrower and its Material Subsidiaries has title to, or leasehold or other
interests in, its properties sufficient for the conduct of its business, and
none of such property is subject to any Lien except as permitted in Section
5.16.

                  SECTION 4.12.     No Default. Neither the Borrower nor any of
its Material Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound which has or reasonably could be expected to cause a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  SECTION 4.13.     Full Disclosure. The Borrower's annual
report on Form 10-K for the fiscal year ended at January 2, 1999, a copy of
which has been furnished by the Borrower to the Agent and the Banks, did not,
as of the date such Form 10-K was filed with the Securities and Exchange
Commission, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. From the date of
filing of the Borrower's quarterly report on Form 10-Q for the fiscal quarter
ended on October 9, 1999 through the date hereof, the Borrower has not filed a
current report on Form 8-K with the Securities and Exchange


                                      33
<PAGE>   40

Commission and, as of the date hereof, no event or condition exists which would
require such filing by the Borrower pursuant to the Securities Exchange Act of
1934, as amended, except for any such event or condition which has heretofore
been disclosed in writing to the Agent and the Banks by delivery to the Agent
and the Banks of a Form 8-K.

                  SECTION 4.14.     Environmental Matters. (a) Neither the
Borrower nor any Restricted Subsidiary is subject to any Environmental
Liability which has or reasonably could be expected to cause a Material Adverse
Effect and, to the best of the Borrower's knowledge, neither the Borrower nor
any Restricted Subsidiary has been designated as a potentially responsible
party under CERCLA or under any state statute similar to CERCLA. To the best of
the Borrower's knowledge, none of the Properties has been identified on any
current or proposed (i) National Priorities List under 40 C.F.R. ss. 300, (ii)
CERCLIS list or (iii) any list arising from a state statute similar to CERCLA.

                  (b)      To the best of the Borrower's knowledge, no
Hazardous Materials have been or are being used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, managed or
otherwise handled at, or shipped or transported to or from the Properties or
are otherwise present at, on, in or under the Properties, or, to the best of
the knowledge of the Borrower, at or from any adjacent site or facility, except
for Hazardous Materials, such as cleaning solvents, pesticides and other
materials used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed of, managed, or otherwise handled in material
compliance with all applicable Environmental Requirements.

                  (c)      To the best of the Borrower's knowledge, the
Borrower, and each of its Restricted Subsidiaries and Affiliates, has procured
all Environmental Authorizations necessary for the conduct of its business, and
is in compliance with all Environmental Requirements in connection with the
operation of the Properties and the Borrower's, and each of its Restricted
Subsidiary's and Affiliate's, respective businesses, except where failure to
comply does not have and reasonably could not be expected to cause a Material
Adverse Effect.

                  SECTION 4.15.     Capital Stock. All Capital Stock,
debentures, bonds, notes and all other securities of the Borrower presently
issued and outstanding are validly and properly issued in accordance with all
applicable laws in all material respects, including but not limited to, the
"Blue Sky" laws of all applicable states and the federal securities laws,
except to the extent any failure with respect thereto would not have and
reasonably could not be expected to cause a Material Adverse Effect. The issued
shares of Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned
by the Borrower free and clear of any Lien or adverse claim. At least a
majority of the issued shares of capital stock of each of the Borrower's other
Subsidiaries (other than Wholly Owned Subsidiaries) is owned by the Borrower
free and clear of any Lien or adverse claim.

                  SECTION 4.16.     Margin Stock. Neither the Borrower nor any
of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of purchasing or carrying any Margin Stock (other
than its ownership of stock in Keebler), and no part of the proceeds of any
Loan will be used for any purpose in violation of the provisions of Regulation
T, U or X.


                                      34
<PAGE>   41

                  SECTION 4.17.     Insurance. The Borrower and each of its
Material Subsidiaries has (either in the name of the Borrower or in such
Material Subsidiary's own name), with financially sound and reputable insurance
companies, insurance in at least such amounts (including deductibles,
co-insurance and self-insurance with respect to which adequate reserves are
maintained) and against at least such risks (including on all its property, and
public liability and worker's compensation) as are usually insured against in
the same general area by companies of established repute engaged in the same or
similar business and similarly situated.

                                   ARTICLE V

                                   COVENANTS

                  The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable hereunder or under any Note remains
unpaid (unless the Required Banks consent in writing):

                  SECTION 5.01.     Information. The Borrower will deliver to
each of the Banks:

                  (a)      as soon as available and in any event within 90 days
after the end of each Fiscal Year.

                           (i)      a consolidated balance sheet of the
         Borrower and its Consolidated Subsidiaries as of the end of such
         Fiscal Year and the related consolidated statements of income,
         shareholders' equity and cash flows for such Fiscal Year, setting
         forth in each case in comparative form the figures for the previous
         fiscal year, all certified by PricewaterhouseCoopers or other
         independent public accountants of nationally recognized standing, with
         such certification to be free of exceptions and qualifications not
         acceptable to the Required Banks,

                           (ii)     so long as there is an Unrestricted
         Subsidiary, a consolidated balance sheet and statement of income for
         such periods which accounts for the Unrestricted Subsidiaries using an
         equity basis of accounting, in each case setting forth in each case in
         comparative form the figures for the previous fiscal year, accompanied
         by a restricted use report as to such balance sheet and income
         statement from PricewaterhouseCoopers LLP or other nationally
         recognized standing, which report may be qualified on the basis that
         the use of the equity basis of accounting does not conform to GAAP and
         qualified as to the absence of a statement of cash flows and as to the
         absence of footnotes and otherwise to be free of exceptions and
         qualifications not acceptable to the Required Banks; and

                           (iii)    simultaneously with the delivery of each
         set of financial statements referred to in clauses (i) and (ii) above,
         a copy of the auditor's management letter furnished to the Borrower by
         such independent public accountants.

                  (b)      as soon as available and in any event within 45 days
after the end of each of the first 3 Fiscal Quarters of each Fiscal Year;


                                      35
<PAGE>   42

                           (i)      a consolidated balance sheet of the
         Borrower and its Consolidated Subsidiaries as of the end of such
         Fiscal Quarter and the related statement of income and statement of
         cash flows for such Fiscal Quarter and for the portion of the Fiscal
         Year ended at the end of such Fiscal Quarter, setting forth in each
         case in comparative form the figures for the corresponding portion of
         the previous Fiscal Year, all certified (subject to normal year-end
         adjustments) as to fairness of presentation, GAAP and consistency by
         the chief financial officer or the chief accounting officer of the
         Borrower;

                           (ii)     so long as there is an Unrestricted
         Subsidiary, a consolidated balance sheet and statement of income for
         such periods which accounts for the Unrestricted Subsidiaries using an
         equity basis of accounting, in each case setting forth in each case in
         comparative form the figures for the corresponding Fiscal Quarter and
         the corresponding portion of the previous Fiscal Year, all certified
         (subject to normal year-end adjustments and to qualification based on
         the use of the equity basis of accounting ) as to fairness of
         presentation, GAAP and consistency by the chief financial officer or
         the chief accounting officer of the Borrower;

                  (c)      simultaneously with the delivery of each set of
financial statements referred to in paragraphs (a) and (b) above, a
certificate, substantially in the form of Exhibit F (a "Compliance
Certificate"), of the chief financial officer or the chief accounting officer
of the Borrower (i) setting forth in reasonable detail the calculations
required to establish whether the Borrower was in compliance with the
requirements of Sections 5.13 through 5.19, inclusive, and 5.22 and 5.25 on the
date of such financial statements and (ii) stating whether any Default exists
on the date of such certificate and, if any Default then exists, setting forth
the details thereof and the action which the Borrower is taking or proposes to
take with respect thereto;

                  (d)      simultaneously with the delivery of each set of
annual financial statements referred to in paragraph (a) above, a statement of
the firm of independent public accountants which reported on such statements to
the effect that nothing has come to their attention to cause them to believe
that any Default under Sections 5.13 through 5.19, inclusive, and Section 5.22
existed on the date of such financial statements;

                  (e)      within 5 Domestic Business Days after the Borrower
becomes aware of the occurrence of any Default, a certificate of a senior
financial officer or accounting officer or the chief financial officer or the
chief accounting officer or the Treasurer of the Borrower setting forth the
details thereof and the action which the Borrower is taking or proposes to take
with respect thereto;

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

                  (g)      promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and annual or quarterly reports which
the Borrower shall have filed with the Securities and Exchange Commission;


                                      36
<PAGE>   43

                  (h)      if and when any member of the Controlled Group (i)
gives or is required to give notice to the PBGC of any "reportable event" (as
defined in Section 4043 of ERISA) with respect to any Plan which might
constitute grounds for a termination of such Plan under Title IV of ERISA, or
knows that the plan administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of such reportable
event given or required to be given to the PBGC; (ii) receives notice of
complete or partial withdrawal liability under Title IV of ERISA, a copy of
such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of
an intent to terminate or appoint a trustee to administer any Plan, a copy of
such notice;

                  (i)      within 15 days after the receipt thereof, a copy of
the report of Arthur Andersen Consulting to the Borrower rendered pursuant to
engagement letter dated January 12, 2000; and

                  (j)      from time to time such additional information
regarding the financial position or business of the Borrower and its
Subsidiaries (other than non-public information as to the Unrestricted
Subsidiaries) as the Agent, at the request of any Bank, may reasonably request.

                  SECTION 5.02.     Inspection of Property, Books and Records.
The Borrower will (i) keep, and cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business
and activities; and (ii) permit, and cause each Restricted Subsidiary to
permit, representatives of any Bank (x) at such Bank's expense and upon
reasonable notice and at a time reasonably convenient to the Borrower (but in
any event within 10 days of such notice) prior to the occurrence and
continuance of a Default and (y) at the Borrower's expense and without prior
notice after the occurrence and continuance of a Default, to visit and inspect
any of their respective properties, to examine and make abstracts from any of
their respective books and records and to discuss their respective affairs,
finances and accounts with their respective officers, employees and independent
public accountants. The Borrower agrees to cooperate and assist in such visits
and inspections, in each case at such reasonable times and as often as may
reasonably be desired.

                  SECTION 5.03.     Maintenance of Existence. The Borrower will
at all times preserve and keep in full force and effect its corporate
existence. Subject to Section 5.04, the Borrower will at all times preserve and
keep in full force and effect the corporate existence of each of its Restricted
Subsidiaries (unless merged into the Borrower or a Restricted Subsidiary) and
all rights and franchises of the Borrower and its Restricted Subsidiaries
unless, in the good faith judgment of the Borrower, the termination of or
failure to preserve and keep in full force and effect such corporate existence,
right or franchise would not, individually or in the aggregate, have and could
not reasonably be expected to cause a Material Adverse Effect. The Borrower
will, and will cause each Restricted Subsidiary (subject to Section 5.04), at
all times to carry on its business in the food or beverage business or any
related line of business.

                  SECTION 5.04.     Consolidations, Mergers and Sales of Assets.
The Borrower will not, nor will it permit any Material Subsidiary to,
consolidate or merge with or into, or sell, lease or otherwise transfer all or
any substantial part of its assets to, any other Person, or discontinue or
eliminate any business line or segment, provided that (a) the Borrower


                                      37
<PAGE>   44

may merge with another Person if (i) such Person was organized under the laws
of the United States of America or one of its states, (ii) the Borrower is the
corporation surviving such merger and (iii) immediately after giving effect to
such merger, no Default shall have occurred and be continuing, (b) Subsidiaries
of the Borrower may merge with one another, provided that in the case of a
merger of a Restricted Subsidiary with an Unrestricted Subsidiary, the
Restricted Subsidiary is the corporation surviving such merger, (c) other
Persons may merge into or with Subsidiaries to effect an acquisition permitted
by Section 5.15 and (d) the foregoing limitation on the sale, lease or other
transfer of assets and on the discontinuation or elimination of a Subsidiary or
division shall not prohibit (x) transfers of assets (including stock of a
Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any
Fiscal Year, a transfer of assets other than Margin Stock or the discontinuance
or elimination of a Subsidiary or division (in a single transaction or in a
series of related transactions) unless the aggregate assets to be so
transferred or utilized in a Restricted Subsidiary or division to be so
discontinued, when combined with all other assets transferred, and all other
assets utilized in all other Restricted Subsidiaries or divisions discontinued,
in any Fiscal Year, constituted more than 15% of Adjusted Consolidated Total
Assets measured as of the end of the immediately preceding Fiscal Year and (z)
transfers of (but not Liens on) Margin Stock. Nothing in this Section 5.04
shall be interpreted to (i) limit or abridge the provisions of Section 2.09(a)
or (ii) restrict the Borrower's ability to dispose of (1) vehicles, (2)
delivery routes, (3) assets obtained through acquisitions of businesses or
assets on or after the date hereof, provided that proceeds of any such
disposition shall be reinvested in the Borrower by reducing Indebtedness or by
investing in operating assets, and (4) obsolete, under-performing or non-core
assets, disposition of which, in management's judgment, would enhance the
Borrower's operations and profitability, and dispositions described in this
sentence shall not be subject to, or included in the computations under, clause
(d) above.

                  SECTION 5.05.     Use of Proceeds. The proceeds of the Loans
shall be used for general corporate purposes, including the Keebler Acquisition
and other acquisitions permitted by Section 5.15, and the repayment of
Indebtedness; provided, that no portion of the proceeds of the Loans will be
used by the Borrower or any Subsidiary (i) in connection with, whether directly
or indirectly, any tender offer for, or other acquisition of, stock of any
corporation with a view towards obtaining control of such other corporation,
unless such tender offer or other acquisition is to be made on a negotiated
basis with the approval of the Board of Directors of the Person to be acquired,
and the provisions of Section 5.16 would not be violated, (ii) in violation of
Section 4.16, or (iii) for any purpose in violation of any applicable law or
regulation.

                  SECTION 5.06.     Compliance with Laws; Payment of Taxes. (a)
The Borrower will, and will cause each of its Material Subsidiaries and each
member of the Controlled Group to, comply with applicable laws (including but
not limited to ERISA), regulations and similar requirements of governmental
authorities (including but not limited to PBGC), except where the necessity of
such compliance is being contested in good faith through appropriate
proceedings diligently pursued or if failure to comply does not have and
reasonably could not be expected to cause a Material Adverse Effect. The
Borrower will, and will cause each of its Material Subsidiaries to, pay
promptly when due all taxes, assessments, governmental charges, claims for
labor, supplies, rent and other obligations which, if unpaid, might become a
lien against the property of the Borrower or any Restricted Subsidiary, except
liabilities being contested in good faith and against which, if requested by
the Agent, the Borrower will set up


                                      38
<PAGE>   45

reserves in accordance with GAAP and liabilities the nonpayment of which would
not have and reasonably could not be expected to cause a Material Adverse
Effect.

                  (b)      The Borrower shall not permit the aggregate complete
or partial withdrawal liability under Title IV of ERISA with respect to
Multiemployer Plans incurred by the Borrower and members of the Controlled
Group to exceed $5,000,000 at any time. For purposes of this Section 5.06(b),
the amount of withdrawal liability of the Borrower and members of the
Controlled Group at any date shall be the aggregate present value of the amount
claimed to have been incurred less any portion thereof which the Borrower and
members of the Controlled Group have paid or as to which the Borrower
reasonably believes, after appropriate consideration of possible adjustments
arising under Sections 4219 and 4221 of ERISA, it and members of the Controlled
Group will have no liability, provided that the Borrower shall obtain prompt
written advice from independent actuarial consultants supporting such
determination. The Borrower agrees (i) once in each year, beginning with the
1998 Fiscal Year, to request a current statement of the withdrawal liability of
the Borrower and members of the Controlled Group from each Multiemployer Plan,
if any, and (ii) to transmit a copy of such statement to the Agent and the
Banks within 15 days after the Borrower receives the same.

                  SECTION 5.07.     Insurance. The Borrower will maintain, and
will cause each of its Material Subsidiaries to maintain (either in the name of
the Borrower or in such Material Subsidiary's own name), with financially sound
and reputable insurance companies, insurance on all its property in at least
such amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) and against at least
such risks (including on all its property, and public liability and worker's
compensation) as are usually insured against in the same general area by
companies of established repute engaged in the same or similar business and
similarly situated.

                  SECTION 5.08.     Change in Fiscal Year. The Borrower will not
change its Fiscal Year without the consent of the Required Banks, which shall
not be unreasonably withheld (taking into consideration for such purpose the
effect, if any, such change would have on the financial covenants contained in
this Agreement).

                  SECTION 5.09.     Maintenance of Property. The Borrower shall,
and shall cause each Restricted Subsidiary to, maintain all of its properties
and assets in good condition, repair and working order, ordinary wear and tear
excepted, except where any failure would not have and could not reasonably be
expected to cause a Material Adverse Effect.

                  SECTION 5.10.     Environmental Notices. The Borrower shall
furnish to the Banks and the Agent prompt written notice of all Environmental
Liabilities, pending, threatened or anticipated Environmental Proceedings,
Environmental Notices, Environmental Judgments and Orders, and Environmental
Releases of which the Borrower shall have received actual notice or have actual
knowledge at, on, in, under or in any way affecting the Properties, and all
facts, events, or conditions that could lead to any of the foregoing, if the
amount of liability or of remediation cost to the Borrower has or reasonably
could be expected to cause a Material Adverse Effect.


                                      39
<PAGE>   46

                  SECTION 5.11.     Environmental Matters. The Borrower and its
Material Subsidiaries will not, and will not knowingly permit any Third Party
to, use, produce, manufacture, process, treat, recycle, generate, store,
dispose of, manage at, or otherwise handle, or ship or transport to or from the
Properties any Hazardous Materials in violation of applicable Environmental
Requirements, except to the extent that failure to comply would not have and
reasonably could not be expected to cause a Material Adverse Effect.

                  SECTION 5.12.     Environmental Release. The Borrower agrees
that upon its becoming aware of the occurrence of an Environmental Release,
except for any Environmental Release which occurred in substantial compliance
with all Environmental Requirements, at or on any of the Properties it will act
promptly to determine the extent of, and to take such remedial action to
eliminate, any such Environmental Release, whether or not ordered or otherwise
directed to do so by any Environmental Authority, except to the extent that
failure to take remedial action would not have and reasonably could not be
expected to cause a Material Adverse Effect.

                  SECTION 5.13.     Transactions with Affiliates. Neither the
Borrower nor any of its Material Subsidiaries shall enter into, or be a party
to, any transaction with any Affiliate of the Borrower or such Material
Subsidiary (which Affiliate is not the Borrower or a Restricted Subsidiary,
other than a Person in which the Borrower or such Material Subsidiary owns less
than a majority interest and which, if it were a Restricted Subsidiary, would
not be a Material Subsidiary), except as permitted by law and in the ordinary
course of business and pursuant to reasonable terms which either (x) are no
less favorable to Borrower or such Material Subsidiary than would be obtained
in a comparable arm's length transaction with a Person which is not an
Affiliate or (y) have been approved by a majority of the Board of Directors of
the Borrower or such Material Subsidiary; provided, that the foregoing shall
not affect the ability of the Borrower or any Material Subsidiary to determine,
in its sole discretion, the amount or form of executive or director
compensation from time to time.

                  SECTION 5.14.     Loans or Advances. Neither the Borrower nor
any of its Material Subsidiaries shall make loans or advances to any Person
except as permitted by Section 5.16 and except: (i) loans or advances to
employees not exceeding $10,000,000 in the aggregate principal amount
outstanding at any time, in each case made in the ordinary course of business
and consistent with practices existing on the Closing Date; (ii) deposits
required by government agencies or public utilities; (iii) loans or advances to
and among Borrower and its Wholly Owned Subsidiaries; and (iv) other loans or
advances, to Persons other than the Unrestricted Subsidiaries (loans and
advances to Unrestricted Subsidiaries not being permitted), in an aggregate
amount outstanding which do not exceed 15% of Adjusted Consolidated Total
Assets as of the last day of the immediately preceding Fiscal Quarter; provided
that after giving effect to the making of any loans, advances or deposits
permitted by this Section, no Default shall be in existence or be created
thereby.

                  SECTION 5.15.     Investments. Neither the Borrower nor any of
its Restricted Subsidiaries shall make Investments in any Person except as
permitted by Section 5.14 and except Investments in (i) direct obligations of
the United States Government maturing within one year, (ii) certificates of
deposit issued by a commercial bank whose credit is satisfactory to the Agent,
(iii) commercial paper rated A1 or the equivalent thereof by Standard & Poor's
Ratings


                                      40
<PAGE>   47

Group, a division of McGraw-Hill, Inc. or P1 or the equivalent thereof by
Moody's Investors Service, Inc. and in either case maturing within 6 months
after the date of acquisition; (iv) tender bonds the payment of the principal
of and interest on which is fully supported by a letter of credit issued by a
United States bank whose long-term certificates of deposit are rated at least
AA or the equivalent thereof by Standard & Poor's Corporation and Aa or the
equivalent thereof by Moody's Investors Service, Inc.; (v) Investments by the
Borrower or any Restricted Subsidiary in the stock (or other ownership
interests) of Persons which are Restricted Subsidiaries as of the Closing Date
and/or (vi) Permitted Keebler Investments; provided, however, immediately after
giving effect to the making of any Investment, no Default shall have occurred
and be continuing.

                  SECTION 5.16.     Negative Pledge. Neither the Borrower nor
any Restricted Subsidiary will create, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired by it, except:

                  (a)(i)   Liens existing on the date of the Original Agreement
securing Indebtedness outstanding on the date of the Original Agreement in an
aggregate principal amount not exceeding $24,000,000 and (ii) Liens in favor of
the Agent, for the ratable benefit of the Banks, to secure the Loans and other
obligations under this Agreement and (if applicable) under any other agreement
pertaining to Indebtedness which is required to be equally and ratably secured
by any Lien securing the Loans;

                  (b)      any Lien existing on any specific fixed asset of any
corporation at the time such corporation becomes a Restricted Subsidiary and
not created in contemplation of such event;

                  (c)      any Lien on any specific fixed asset (real or
personal) securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring or constructing such asset,
provided that such Lien attaches to such asset concurrently with or within 18
months after the acquisition or completion of construction thereof;

                  (d)      any Lien on any specific fixed asset of any
corporation existing at the time such corporation is merged or consolidated
with or into the Borrower or a Restricted Subsidiary and not created in
contemplation of such event;

                  (e)      any Lien existing on any specific fixed asset prior
to the acquisition thereof by the Borrower or a Restricted Subsidiary and not
created in contemplation of such acquisition;

                  (f)      Liens on assets of a Restricted Subsidiary securing
Indebtedness owing by any Restricted Subsidiary to the Borrower or by any
Restricted Subsidiary to another Restricted Subsidiary;

                  (g)      any Lien arising out of the refinancing, extension,
renewal or refunding of any Indebtedness secured by any Lien permitted by any
of the foregoing paragraphs of this Section, provided that (i) such
Indebtedness is not secured by any additional assets, and (ii) the amount of
such Indebtedness secured by any such Lien is not increased;


                                      41
<PAGE>   48

                  (h)      Liens incidental to the conduct of its business or
the ownership of its assets which (i) do not secure Indebtedness and (ii) do
not in the aggregate materially detract from the value of its assets or
materially impair the use thereof in the operation of its business;

                  (i)      Liens imposed by any governmental authority for
taxes, assessments or charges not yet delinquent or which are being contested
in good faith and by appropriate proceedings if adequate reserves with respect
thereto are maintained on the books of the Borrower or any of its Subsidiaries,
as the case may be, in accordance with GAAP;

                  (j)      carriers', warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising in the ordinary course
of business (whether or not statutory) which are not overdue for a period of
more than 30 days or which are being contested in good faith and by appropriate
proceedings, for which a reserve or other appropriate provisions, if any, as
shall be required by GAAP shall have been made;

                  (k)      Liens, pledges or deposits to secure non-delinquent
obligations under worker's compensation, unemployment insurance and other
social security legislation and Liens arising from the pledge by the Borrower
or any of its Subsidiaries of industrial revenue bonds or other instruments to
secure reimbursement obligations under letters of credit issued to support the
payment of such bonds or instruments;

                  (l)      Liens on capital stock of or other ownership
interests in any Person not a Restricted Subsidiary of the Borrower securing
Indebtedness of such Person;

                  (m)      Liens resulting from progress payments or partial
payments under United States government contracts or subcontracts;

                  (n)      Liens arising from legal proceedings, so long as
such proceedings are being contested in good faith by appropriate proceedings
diligently conducted and so long as execution is stayed on all judgments
resulting from any such proceedings;

                  (o)      grants of security and rights of setoff in deposit
or credit accounts, including demand, savings, passbook, share draft or like
accounts, certificates of deposit, money market accounts, items held for
collection or deposit, commercial paper, negotiable instruments and similar
accounts and instruments held at banks or financial institutions to secure the
payment or reimbursement under overdraft, acceptance and similar facilities and
rights of setoff, banker's liens and other similar rights arising solely by
operation of law; and

                  (p)      Liens not otherwise permitted by the foregoing
paragraphs of this Section securing Indebtedness (other than indebtedness
represented by the Notes) in an aggregate principal amount at any time
outstanding which, together with the aggregate amount of Indebtedness of
Restricted Subsidiaries permitted by Section 5.20(iv), does not exceed 20% of
Adjusted Consolidated Net Worth as of the last day of the immediately preceding
Fiscal Quarter.


                                      42
<PAGE>   49

                  SECTION 5.17.     Adjusted Fixed Charges Coverage Ratio. At
the end of each Fiscal Quarter, commencing with the second Fiscal Quarter of
the 2000 Fiscal Year, the ratio of Adjusted EBILTDA to Adjusted Consolidated
Fixed Charges shall at all times be equal to or greater than the ratio set
forth below for such Fiscal Quarter of each Fiscal Year set forth below:

<TABLE>
<CAPTION>

                                                  Adjusted Fixed Charges
         Fiscal Quarter         Fiscal Year       Coverage Ratio
         --------------         -----------       --------------

         <S>                    <C>               <C>
         Second                 2000              1.10 to 1.0
         Third                  2000              1.15 to 1.0
         Fourth                 2000              1.20 to 1.0
         First                  2001              1.25 to 1.0
         Second                 2001              1.25 to 1.0
         Third                  2001              1.25 to 1.0
         Fourth                 2001
         and thereafter                           1.50 to 1.0
</TABLE>

                  SECTION 5.18.     Leverage Ratio. The Leverage Ratio shall at
all times be equal to or less than 0.65 to 1.0.

                  SECTION 5.19.     Minimum Adjusted Consolidated Net Worth.
Adjusted Consolidated Net Worth will at no time be less than $487,569,000, plus
the sum of (x) 50% of the cumulative Net Proceeds of Capital Stock received
during any period after April 27, 1998, plus (y) 50% of any equity resulting
from a conversion of Indebtedness of the Borrower during any period after April
27, 1998, less (z) any amount of equity of the Borrower repurchased during any
period after April 27, 1998, calculated quarterly at the end of each Fiscal
Quarter.

                  SECTION 5.20.     Subsidiary Borrowings. The Borrower shall
not permit any Restricted Subsidiary to become liable for any Indebtedness,
whether secured or unsecured, except: (i) such of the foregoing as is owed to
the Borrower or another Wholly-Owned Subsidiary; (ii) Indebtedness or
obligations secured by Liens permitted by Section 5.16; (iii) Indebtedness or
obligations of a Subsidiary outstanding at the time such Subsidiary becomes a
Subsidiary, provided that (a) such Indebtedness shall not have been incurred in
contemplation of such Subsidiary becoming a Subsidiary, and (b) immediately
after such Subsidiary becomes a Subsidiary, no Default or Event of Default
shall exist, and provided, further, that such Indebtedness may not be extended,
renewed, or refunded except as otherwise permitted by this Agreement; and (iv)
subject to the provisions of Section 5.24 (and, if applicable, Sections 2.09(b)
and 2.11), other Indebtedness which, when combined with the total of the
Indebtedness secured by all Liens permitted by Section 5.16(p), without
duplication, does not exceed 20% of Adjusted Consolidated Net Worth as of the
last day of the immediately preceding Fiscal Quarter.

                  SECTION 5.21.     Separateness from Unrestricted Subsidiaries.
The Borrower shall conduct its business and operations in accordance with the
following provisions:

                  (a)      maintain books and records and bank accounts
separate from those of the Unrestricted Subsidiaries;


                                      43
<PAGE>   50

                  (b)      maintain its bank accounts and all its other assets
separate from those of the Unrestricted Subsidiaries;

                  (c)      hold itself out to creditors and the public as a
legal entity separate and distinct from the Unrestricted Subsidiaries;

                  (d)      prepare separate tax returns and financial
statements showing it as a separate member of a consolidated group of which the
Unrestricted Subsidiaries also are members;

                  (e)      allocate and charge fairly and reasonably any common
employee or overhead shared with any of the Unrestricted Subsidiaries;

                  (f)      transact all business with Unrestricted Subsidiaries
on an arm's length basis and enter into transactions with Unrestricted
Subsidiaries only on a commercially reasonable basis;

                  (g)      conduct business in its own name and use separate
stationery, invoices and checks;

                  (h)      not commingle its assets or funds with those of any
Unrestricted Subsidiary;

                  (i)      not assume, Guarantee or pay the Indebtedness of any
Unrestricted Subsidiary;

                  (j)      pay its own liabilities and expenses only out of its
own funds, and not pay any liabilities and expenses of any of the Unrestricted
Subsidiaries;

                  (k)      pay salaries of its own employees from its own
funds, and not pay salaries of the employees of any Unrestricted Subsidiary;

                  (l)      not hold out its credit as being available to
satisfy the obligations of any Unrestricted Subsidiary;

                  (m)      not make loans to any Unrestricted Subsidiary or buy
or hold evidence of indebtedness issued by any Unrestricted Subsidiary;

                  (n)      not pledge its assets for the benefit of any
Unrestricted Subsidiary; and

                  (o)      correct any known misunderstanding regarding its
identity as being separate from the Unrestricted Subsidiaries.

                  SECTION 5.22.     Adjusted Consolidated EBITDA. At the end of
each Fiscal Quarter, commencing with the first Fiscal Quarter of the 2000
Fiscal Year, Adjusted Consolidated EBITDA shall at all times equal to or
greater than the amount set forth below for each Fiscal Quarter of each Fiscal
Year set forth below, and shall be calculated (i) at the end of


                                      44
<PAGE>   51

each Fiscal Quarter in the 2000 Fiscal Year, for such Fiscal Quarter only, and
(ii) at the end of each Fiscal Quarter thereafter, for the 4 Fiscal Quarter
period then ending.

<TABLE>
<CAPTION>

                                                  Adjusted
         Fiscal Quarter         Fiscal Year       Consolidated EBITDA
         --------------         -----------       -------------------

         <S>                    <C>               <C>
         First                  2000              $ 26,500,000
         Second                 2000              $ 18,500,000
         Third                  2000              $ 24,500,000
         Fourth                 2000              $ 25,000,000
         First                  2001              $105,000,000
         Second                 2001              $105,000,000
         Third                  2001              $115,000,000
         Fourth                 2001              $115,000,000
         First and thereafter   2002              $125,000,000
</TABLE>

                  SECTION 5.23.     Borrowing Base. At the end of each Fiscal
Period, the sum of (i) all Indebtedness (including the Loans) of the Borrower
and its Restricted Subsidiaries plus (ii) all Synthetic Lease Obligations of
the Borrower and its Restricted Subsidiaries shall not exceed the Borrowing
Base, and within 10 Domestic Business Days after the end of such Fiscal Period,
the Borrower shall furnish to the Agent and the Banks a certificate, in
reasonable detail, showing the calculations with respect thereto.

                  SECTION 5.24.     New Indebtedness for Money Borrowed and New
Capitalized Leases. The Borrower shall not, and the Borrower shall not permit
its Restricted Subsidiaries to, incur any New Indebtedness for Money Borrowed or
New Capitalized Leases, provided, that, so long as no Default or Event of
Default is in existence or would be created thereby: (i) New Indebtedness for
Money Borrowed may be issued in any amount, subject to the provisions of Section
5.20 and, if applicable, Sections 2.09ba) and 2.11, so long as the indenture,
agreement, instrument or other agreement related thereto does not directly or
indirectly prohibit or restrain, or have the effect of prohibiting or
restraining, or imposing materially adverse conditions on, the ability of the
Borrower or its Restricted Subsidiaries to create any Lien on any of its assets
in favor of the Agent to secure the Loans and other obligations under this
Agreement and under any other agreement pertaining to Indebtedness which must be
equally and ratably secured by any Lien securing the Loans (the foregoing being
collectively referred to as a "Negative Pledge Clause"), or a clause which would
require that such New Indebtedness for Money Borrowed be equally and ratably
secured by any Lien on its assets in favor of the Agent to secure the Loans and
other obligations under this Agreement (except if and to the extent that such
New Indebtedness for Money Borrowed arises out of an agreement in existence on
the Closing Date which contains such a clause on the Closing Date); (ii) subject
to the provisions of Section 5.20 (but not Sections 2.09(b) or 2.11), New
Indebtedness for Money Borrowed may be incurred pursuant to a working capital
line up to $50,000,000 which does not contain a Negative Pledge Clause); and
(iii) New Capitalized Leases may be entered into up to an aggregate of
$25,000,000 which do not contain a Negative Pledge Clause (except as to the
assets being leased pursuant thereto).

                  SECTION 5.25.     Capital Expenditures. The Borrower shall
not, and the Borrower shall not permit its Restricted Subsidiaries to, incur
Capital Expenditures in any Fiscal Year, except that Capital Expenditures may
be incurred up to an aggregate amount not exceeding

                                      45
<PAGE>   52
(x) $40,000,000 in the 2000 Fiscal Year and (y) $37,500,000 in any Fiscal Year
thereafter, provided that after giving effect to the incurrence of any Capital
Expenditures permitted by this Section, no Default shall be in existence or be
created thereby.

         SECTION 5.26. Restricted Payments. The Borrower will not declare any
Restricted Payment during any Fiscal Year unless, as of the date of such
declaration, no Default or Event of Default is in existence or would be created
by the making of such payment, and: (i) with respect to Restricted Payments
consisting of repurchases of stock in the Borrower from any employee of the
Borrower or any Restricted Subsidiary whose such employment is being or has
been terminated (whether voluntarily or involuntarily), repurchases for an
aggregate amount for all such employees not exceeding $2,500,000 in any Fiscal
Year; and (ii) with respect to all other Restricted Payments, on a proforma
basis, based upon the Borrower's good faith estimates (taking into account
circumstances then known to it), after giving effect to such declaration and
the payment thereof, and taking into account any additional Indebtedness
anticipated in good faith by the Borrower to be incurred in connection
therewith during the relevant period and other Indebtedness anticipated in good
faith by the Borrower to be incurred during the relevant period, together with
interest expense during the relevant period on all such anticipated
Indebtedness, both as of (x) the end of the current Fiscal Period and (y) the
end of the current Fiscal Quarter, (1) no Default or Event of Default would be
in existence or created thereby, (2) the sum of the Unused Commitments, less
any Swing Loans and Money Market Loans then outstanding, would be at least
$15,000,000 and (3) the amount by which the Borrowing Base would exceed the sum
of all Indebtedness (including the Loans) plus (without duplication) all
Synthetic Lease Obligations would be at least $15,000,000. Prior to declaring
any Restricted Payments pursuant hereto, the Borrower shall furnish to the
Agent and the Banks a certificate, in reasonable detail, showing the
calculations with respect to the foregoing.



                                   ARTICLE VI
                                    DEFAULTS

         SECTION 6.01. Events of Default. If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

          (a) the Borrower shall fail to pay when due any principal of any Loan
     or shall fail to pay any interest on any Loan within 5 Domestic Business
     Days after such interest shall become due, or shall fail to pay any fee or
     other amount payable hereunder within 5 Domestic Business Days after such
     fee or other amount becomes due; or

          (b) the Borrower shall fail to observe or perform any covenant
     contained in: (i) Sections 5.01(e), 5.02(ii), 5.03 through 5.05, inclusive,
     Sections 5.17 through 5.19, inclusive, Section 5.22, Sections 5.24 through
     5.26, inclusive; or (ii) Section 5.23, and, with respect to this clause
     (ii) such failure shall not have been cured within 10 days after the
     earlier to occur of (1) delivery to the Agent and the Banks of the
     certificate required to be furnished pursuant to Section 5.23 and (2) the
     date such certificate was required to be so delivered pursuant to Section
     5.23; or (iii) Sections 5.14, 5.15 or 5.20, and with


                                       46
<PAGE>   53

     respect to this clause (iii) such failure shall not have been cured within
     10 days after the earlier to occur of (1) written notice thereof has been
     given to the Borrower by the Agent at the request of any Bank or (2) any
     Responsible Officer of the Borrower otherwise becomes aware of any such
     failure; or

          (c) the Borrower shall fail to observe or perform any covenant or
     agreement contained or incorporated by reference in this Agreement (other
     than those covered by paragraph (a) or (b) above) and such failure shall
     not have been cured within 30 days after the earlier to occur of (i)
     written notice thereof has been given to the Borrower by the Agent at the
     request of any Bank or (ii) any Responsible Officer of the Borrower
     otherwise becomes aware of any such failure; or

          (d) any representation, warranty, certification or statement made by
     the Borrower in Article IV of this Agreement or in any certificate,
     financial statement or other document delivered pursuant to this Agreement
     shall prove to have been incorrect or misleading in any material respect
     when made (or deemed made); or

          (e) the Borrower or any Material Subsidiary shall fail to make any
     payment in respect of Indebtedness in an aggregate amount outstanding in
     excess of $10,000,000 (other than the Notes) when due or within any
     applicable grace period; or

          (f) any event or condition shall occur which results in the
     acceleration of the maturity of Indebtedness or, as a result of any event
     of default, there is a requirement for the mandatory purchase or sale of
     property subject to any "synthetic lease" (meaning a lease transaction
     under which the obligations of the Borrower are treated as debt for tax
     purposes but not under GAAP) and/or the payment of any final rent payment
     or guaranteed residual amount with respect thereto (any such obligation to
     purchase or sell property or pay a final rent payment or guaranteed
     residual amount under a synthetic lease as a result of an event of default
     thereunder being a "synthetic lease obligation") in an aggregate amount
     outstanding in excess of $10,000,000 of the Borrower or any Material
     Subsidiary (including, without limitation, any required mandatory
     prepayment or "put" of such Indebtedness or, as a result of an event of
     default, a synthetic lease obligation, to the Borrower or any Material
     Subsidiary) or enables (or, with the giving of notice or lapse of time or
     both, would enable) the holders of such Indebtedness or commitment therefor
     or lessor under any such synthetic lease or any Person acting on such
     holders' or lessor's behalf to accelerate the maturity thereof or terminate
     any such commitment or to require, as a result of an event of default, the
     purchase or sale of such property or the payment of any other synthetic
     lease obligation (including, without limitation, any required mandatory
     prepayment or "put" of such Indebtedness or synthetic lease obligation to
     the Borrower or any Material Subsidiary); or

          (g) the Borrower or any Material Subsidiary shall commence a voluntary
     case or other proceeding seeking liquidation, reorganization or other
     relief with respect to itself or its debts under any bankruptcy, insolvency
     or other similar law now or hereafter in effect or seeking the appointment
     of a trustee, receiver, liquidator, custodian or other similar official of
     it or any substantial part of its property, or shall consent to any such
     relief or to the appointment of or taking possession by any such official
     in an involuntary


                                       47
<PAGE>   54

     case or other proceeding commenced against it, or shall make a general
     assignment for the benefit of creditors, or shall fail generally, or shall
     admit in writing its inability, to pay its debts as they become due, or
     shall take any corporate action to authorize any of the foregoing; or

          (h) an involuntary case or other proceeding shall be commenced against
     the Borrower or any Material Subsidiary seeking liquidation, reorganization
     or other relief with respect to it or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator, custodian or other similar
     official of it or any substantial part of its property, and such
     involuntary case or other proceeding shall remain undismissed and unstayed
     for a period of 60 days; or an order for relief shall be entered against
     the Borrower or any Material Subsidiary under the federal bankruptcy laws
     as now or hereafter in effect; or

          (i) the Borrower or any member of the Controlled Group shall fail to
     pay when due any material amount which it shall have become liable to pay
     to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
     terminate a Plan or Plans shall be filed under Title IV of ERISA by the
     Borrower, any member of the Controlled Group, any plan administrator or any
     combination of the foregoing; or the PBGC shall institute proceedings under
     Title IV of ERISA to terminate or to cause a trustee to be appointed to
     administer any such Plan or Plans or a proceeding shall be instituted by a
     fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of
     ERISA and such proceeding shall not have been dismissed within 30 days
     thereafter; or a condition shall exist by reason of which the PBGC would be
     entitled to obtain a decree adjudicating that any such Plan or Plans must
     be terminated, in each case if the amount of Unfunded Vested Liabilities is
     in excess of $10,000,000; or

          (j) one or more judgments or orders for the payment of money in an
     aggregate amount in excess of $20,000,000 shall be rendered against the
     Borrower or any Material Subsidiary and such judgment or order shall
     continue unbonded, undischarged, unsatisfied and unstayed for a period of
     30 days; or

          (k) a federal tax lien shall be filed against the Borrower or any
     Material Subsidiary under Section 6323 of the Code, if the amount involved
     is in excess of $20,000,000, or a lien of the PBGC shall be filed against
     the Borrower or any Material Subsidiary under Section 4068 of ERISA and in
     either case such lien shall remain undischarged for a period of 25 days
     after the date of filing, if the amount involved is in excess of
     $10,000,000; or

          (l) in any 12 month period or less, (i) 50% or more of the members of
     the full Board of Directors of the Borrower shall have resigned or been
     removed or replaced, or (ii) any Person or "Group" (as defined in Section
     2(d)(3) of the Securities Exchange Act of 1934, as amended) (other than an
     employee benefit or stock ownership plan of the Borrower) shall have
     acquired, during such period, directly or indirectly, more than 30% of the
     capital stock (whether common or preferred or a combination thereof) of the
     Borrower, provided that the Borrower's purchase of treasury shares of
     shares of its capital stock outstanding on the date of the Original
     Agreement which results in one or more of


                                       48
<PAGE>   55

     the Borrower's shareholders of record as of the date of the Original
     Agreement owning 30% or more of the Borrower's Capital Stock shall not
     constitute an acquisition for purposes of this Section 6.01 (l); or

          (m) the occurrence of any event, act, occurrence, or condition which
     either has or which reasonably could be expected to cause a Material
     Adverse Effect.

then, and in every such event, (i) the Agent shall, if requested by the
Required Banks, by notice to the Borrower terminate the Commitments and they
shall thereupon terminate, (ii) any Bank may terminate its obligation to fund a
Money Market Loan in connection with any relevant Money Market Quote, and (iii)
the Agent shall, if requested by the Required Banks, by notice to the Borrower
declare the Notes (together with accrued interest thereon), and all other
amounts payable hereunder and under the other Loan Documents, to be, and the
Notes, including the Swing Loan Note (together with accrued interest thereon),
and all other amounts payable hereunder and under the other Loan Documents
shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower together with interest at the Default Rate accruing on the
principal amount thereof from and after the date of such Event of Default;
provided that if any Event of Default specified in paragraph (g) or (h) above
occurs with respect to the Borrower, without any notice to the Borrower or any
other act by the Agent or the Banks, the Commitments shall thereupon terminate
and the Notes (together with accrued interest thereon) and all other amounts
payable hereunder and under the other Loan Documents shall automatically and
without notice become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower together with interest thereon at the Default Rate accruing on the
principal amount thereof from and after the date of such Event of Default.
Notwithstanding the foregoing, the Agent shall have available to it all other
remedies at law or equity, and shall exercise any one or all of them at the
request of the Required Banks.

         SECTION 6.02. Notice of Default. The Agent shall give notice to the
Borrower of any Default under Section 6.01(b) or (c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE VII

                                    THE AGENT

         SECTION 7.01. Appointment; Powers and Immunities. (a) Each Bank
hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms hereof and thereof, together
with such other powers as are reasonably incidental thereto. The Agent: (a)
shall have no duties or responsibilities except as expressly set forth in this
Agreement and the other Loan Documents, and shall not by reason of this
Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be
responsible to the Banks for any recitals, statements, representations or
warranties contained in this Agreement or any other Loan Document, or in any
certificate or other document referred to or provided for in, or received by any
Bank under, this Agreement or any other Loan Document, or for the validity,
effectiveness,


                                       49
<PAGE>   56
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or any other document referred to or provided for herein or therein or
for any failure by the Borrower to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Loan Document except to the
extent requested by the Required Banks, and then only on terms and conditions
satisfactory to the Agent, and (d) shall not be responsible for any action taken
or omitted to be taken by it hereunder or under any other Loan Document or any
other document or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross negligence or wilful
misconduct. The Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The provisions of this
Article VII are solely for the benefit of the Agent and the Banks, and the
Borrower shall not have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement
and under the other Loan Documents, the Agent shall act solely as agent of the
Banks and does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for the Borrower. The duties
of the Agent shall be ministerial and administrative in nature, and the Agent
shall not have by reason of this Agreement or any other Loan Document a
fiduciary relationship in respect of any Bank.

         (b) Each Bank hereby designates The Bank of Nova Scotia as
Documentation Agent and Bank of America, N.A. as Syndications Agent. The
Documentation Agent and the Syndications Agent, in such capacity, shall have no
duties or obligations whatsoever under this Agreement or any other Loan Document
or any other document or any matter related hereto and thereto, but shall
nevertheless be entitled to all the indemnities and other protection afforded to
the Agent under this Article VII.

         SECTION 7.02. Reliance by Agent. The Agent shall be entitled to
rely upon any certification, notice or other communication (including any
thereof by telephone, telecopier, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants or other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement or any other Loan Document,
the Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and thereunder in accordance with instructions signed by the
Required Banks, and such instructions of the Required Banks in any action taken
or failure to act pursuant thereto shall be binding on all of the Banks.

         SECTION 7.03. Defaults. The Agent shall not be deemed to have
knowledge of the occurrence of a Default or an Event of Default (other than the
nonpayment of principal of or interest on the Loans) unless the Agent has
received notice from a Bank or the Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". In the event that
the Agent receives such a notice of the occurrence of a Default or an Event of
Default, the Agent shall give prompt notice thereof to the Banks. The Agent
shall give each Bank prompt notice of each nonpayment of principal of or
interest on the Loans whether or not it has received any notice of the
occurrence of such nonpayment. The Agent shall (subject to Section 9.06) take
such action hereunder with respect to such Default or Event of Default as shall
be directed by the Required Banks, provided that, unless and until the Agent
shall have received


                                       50
<PAGE>   57

such directions, the 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 Banks.

         SECTION 7.04. Rights of Agent and its Affiliates as a Bank. With
respect to the Loans made by the Agent and any Affiliate of the Agent, Wachovia
in its capacity as a Bank hereunder and any Affiliate of the Agent or such
Affiliate in its capacity as a Bank hereunder shall have the same rights and
powers hereunder as any other Bank and may exercise the same as though Wachovia
were not acting as the Agent, and the term "Bank" or "Banks" shall, unless the
context otherwise indicates, include Wachovia in its individual capacity and any
Affiliate of the Agent in its individual capacity. The Agent and any Affiliate
of the Agent may (without having to account therefor to any Bank) accept
deposits from, lend money to and generally engage in any kind of banking, trust
or other business with the Borrower (and any of the Borrower's Affiliates) as if
Wachovia were not acting as the Agent, and the Agent and any Affiliate of the
Agent may accept fees and other consideration from the Borrower (in addition to
any agency fees and arrangement fees heretofore agreed to between the Borrower
and the Agent) for services in connection with this Agreement or any other Loan
Document or otherwise without having to account for the same to the Banks.

         SECTION 7.05. Indemnification. Each Bank severally agrees to indemnify
the Agent, to the extent the Agent shall not have been reimbursed by the
Borrower, ratably in accordance with its Commitment, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
out-of-pocket costs, expenses (including, without limitation, reasonable counsel
fees and disbursements actually incurred) or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Agent in any way relating to or arising out of this Agreement or any other Loan
Document or any other documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby (excluding, unless an Event
of Default has occurred and is continuing, the normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or any such other documents;
provided that no Bank shall be liable for any of the foregoing to the extent
they arise from the gross negligence or wilful misconduct of the Agent. If any
indemnity furnished to the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished.

         SECTION 7.06. Consequential Damages. THE AGENT SHALL NOT BE
RESPONSIBLE OR LIABLE TO ANY BANK, THE BORROWER OR ANY OTHER PERSON OR ENTITY
FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
RESULT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         SECTION 7.07. Payee of Note Treated as Owner. The Agent may deem
and treat the payee of any Note as the owner thereof for all purposes hereof
unless and until a written notice of the assignment or transfer thereof shall
have been filed with the Agent and the provisions of Section 9.07(c) have been
satisfied. Any requests, authority or consent of any


                                       51
<PAGE>   58

Person who at the time of making such request or giving such authority or
consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of that Note or of any Note or Notes
issued in exchange therefor or replacement thereof.

         SECTION 7.08. Nonreliance on Agent and Other Banks. Each Bank agrees
that it has, independently and without reliance on the Agent or any other Bank,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis of the Borrower and decision to enter into this
Agreement and that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any of the other Loan
Documents. The Agent shall not be required to keep itself (or any Bank) informed
as to the performance or observance by the Borrower of this Agreement or any of
the other Loan Documents or any other document referred to or provided for
herein or therein or to inspect the properties or books of the Borrower or any
other Person. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Agent hereunder or under
the other Loan Documents, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the affairs,
financial condition or business of the Borrower or any other Person (or any of
their Affiliates) which may come into the possession of the Agent.

         SECTION 7.09. Failure to Act. Except for action expressly required of
the Agent hereunder or under the other Loan Documents, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction by the Banks of
their indemnification obligations under Section 7.05 against any and all
liability and expense which may be incurred by the Agent by reason of taking,
continuing to take, or failing to take any such action.

         SECTION 7.10. Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving notice thereof to the Banks and the Borrower and
the Agent may be removed at any time with or without cause by the Required
Banks. Upon any such resignation or removal, the Required Banks shall have the
right to appoint a successor Agent, subject to the approval of the Borrower,
which shall not be unreasonably withheld or delayed; provided, that no approval
of the Borrower shall be required if a Default is in existence. If no successor
Agent shall have been so appointed by the Required Banks and shall have accepted
such appointment within 30 days after the retiring Agent's notice of resignation
or the Required Banks' removal of the retiring Agent, then the retiring Agent
may, on behalf of the Banks, appoint a successor Agent, subject to the approval
of the Borrower, which shall not be unreasonably withheld or delayed; provided,
that no approval of the Borrower shall be required if a Default is in existence.
Any successor Agent shall be a bank which has a combined capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall continue in effect for its benefit in


                                       52
<PAGE>   59

respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder.

                                  ARTICLE VIII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period:

          (a) the Agent determines that deposits in Dollars (in the applicable
     amounts) are not being offered in the relevant market for such Interest
     Period, or

          (b) the Required Banks advise the Agent that the London Interbank
     Offered Rate, as determined by the Agent will not adequately and fairly
     reflect the cost to such Banks of funding Euro-Dollar Loans for such
     Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make
the type of Fixed Rate Loans specified in such notice shall be suspended.
Unless the Borrower notifies the Agent at least 2 Domestic Business Days before
the date of any Borrowing of such type of Fixed Rate Loans for which a Notice
of Borrowing has previously been given that it elects not to borrow on such
date, such Borrowing shall instead be made as a Base Rate Borrowing.

         SECTION 8.02. Illegality. If, after the date hereof, the adoption of
any applicable law, rule or regulation, or any change therein or any existing or
future law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof (any such
agency being referred to as an "Authority" and any such event being referred to
as a "Change of Law"), or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority shall make it unlawful or impossible for any Bank (or its Lending
Office) to make, maintain or fund its Euro-Dollar Loans and such Bank shall so
notify the Agent, the Agent shall forthwith give notice thereof to the other
Banks and the Borrower, whereupon until such Bank notifies the Borrower and the
Agent that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans shall be suspended. Before
giving any notice to the Agent pursuant to this Section, such Bank shall
designate a different Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans
to maturity and shall so specify in such notice, the Borrower shall, on the
later of (i) the date such notice is received by the Borrower and (ii) the date
such Change of Law becomes effective, prepay in full the then outstanding
principal amount of each Euro-Dollar Loan of such Bank, together with accrued
interest thereon and any amount due such Bank pursuant to Section 8.05(a).
Concurrently with prepaying each such Euro-Dollar Loan, the Borrower shall
borrow a Base Rate Loan in an equal principal amount from such Bank (on which
interest and principal shall be payable


                                       53
<PAGE>   60
contemporaneously with the related Euro-Dollar Loans of the other Banks), and
such Bank shall make such a Base Rate Loan.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If after the date
hereof, a Change of Law or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority:

          (i) shall impose, modify or deem applicable any reserve, special
     deposit or similar requirement (including, without limitation, any such
     requirement imposed by the Board of Governors of the Federal Reserve
     System, but excluding any such requirement included in an applicable
     Euro-Dollar Reserve Percentage) against assets of, deposits with or for the
     account of, or credit extended by, any Bank (or its Lending Office); or

          (ii) shall impose on any Bank (or its Lending Office) or on the London
     interbank market any other condition affecting its Fixed Rate Loans or
     Money Market Loans, its Notes or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Loan, or to reduce the amount
of any sum received or receivable by such Bank (or its Lending Office) under
this Agreement or under its Notes with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with
a copy to the Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction; provided, however, that the Borrower shall not be responsible to
such Bank for any increased cost or reduced return under this Section 8.03(a)
which accrued at any time before that date which is 90 calendar days prior to
the date upon which the Borrower is notified of same.

         (b) If any Bank shall have determined that after the date hereof the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof, or compliance by any Bank (or its Lending Office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any Authority, has or would have the effect of reducing the rate of return on
such Bank's capital as a consequence of its obligations hereunder to a level
below that which such Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank, the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank for
such reduction; provided, however, that the Borrower shall not be responsible to
such Bank for any increased cost or reduced return under this Section 8.03(b)
which accrued at any time before that date which is 90 calendar days prior to
the date upon which the Borrower is notified of same.

         (c) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any


                                       54
<PAGE>   61

Bank claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence
of manifest error, provided such certificate shall set forth the basis of such
claim and shall be accompanied by a statement of an officer of such Bank
certifying that such claim for compensation is being made pursuant to a policy
adopted by such Bank to seek such compensation generally from customers with
similar types of loans. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

         (d) The provisions of this Section 8.03 shall be applicable with
respect to any Participant, Assignee or other Transferee, and any calculations
required by such provisions shall be made based upon the circumstances of such
Participant, Assignee or other Transferee.

         SECTION 8.04. Base Rate Loans Substituted for Euro-Dollar Loans. If (i)
the obligation of any Bank to make or maintain any Euro-Dollar Loans has been
suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
under Section 8.03, and the Borrower shall, by at least 5 Euro-Dollar Business
Days' prior notice to such Bank through the Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer apply:

          (a) all Loans which would otherwise be made by such Bank as
     Euro-Dollar Loans shall be made instead as Base Rate Loans, and interest
     and principal on such Loans shall be payable contemporaneously with the
     related Euro-Dollar Loans of the other Banks), and

          (b) after each of its Euro-Dollar Loans has been repaid, all payments
     of principal which would otherwise be applied to repay such Euro-Dollar
     Loans shall be applied to repay its Base Rate Loans instead.

         SECTION 8.05. Compensation. Upon the request of any Bank, delivered to
the Borrower and the Agent, the Borrower shall pay to such Bank such amount or
amounts as shall compensate such Bank for any loss, cost or expense (but not
loss of margin or profit) incurred by such Bank as a result of:

         (a) any payment or prepayment (pursuant to Section 2.10, 2.11, 6.01,
8.02 or otherwise) of a Fixed Rate Loan on a date other than the last day of an
Interest Period for such Loan; or

         (b) any failure by the Borrower to borrow a Fixed Rate Loan on the date
for the Fixed Rate Borrowing of which such Fixed Rate Loan is a part specified
in the applicable Notice of Borrowing delivered pursuant to Section 2.02 or
notification of acceptance of Money Market Quotes pursuant to Section 2.03(e);

such compensation to include, without limitation, an amount equal to the
excess, if any, of (x) the amount of interest which would have accrued on the
amount so paid or prepaid or not prepaid or borrowed for the period from the
date of such payment, prepayment or failure to prepay or borrow to the last day
of the then current Interest Period for such Fixed Rate Loan (or, in the case
of a failure to prepay or borrow, the Interest Period for such Fixed Rate Loan
which would have


                                       55
<PAGE>   62

commenced on the date of such failure to prepay or borrow) at the applicable
rate of interest for such Fixed Rate Loan provided for herein over (y) the
amount of interest (as reasonably determined by such Bank) such Bank would have
paid on deposits in Dollars of comparable amounts having terms comparable to
such period placed with it by leading banks in the London interbank market (if
such Fixed Rate Loan is a Euro-Dollar Loan); provided, that (i) the Borrower
shall be responsible to such Bank only for its actual costs incurred in
connection with same (i.e. not for any lost profits which were expected over the
course of such Interest Period), (ii) such Bank shall take reasonable efforts to
mitigate its damages in connection with same, and (iii) if such Fixed Rate Loan
is a Euro-Dollar Loan, the Borrower shall not be responsible to such Bank for
such losses in excess of those amounts as such Bank would have incurred had it
funded or maintained the Euro-Dollar Loan in the London interbank market
(regardless of whether it actually did so).

         SECTION 8.06. Replacement of Bank. In the event that any Bank (a
"Subject Bank") gives any notice under Section 8.02 resulting in the suspension
of its obligation to make or maintain Euro-Dollar Loans, or requests
compensation pursuant to Section 8.05, or requests compensation with respect to
withholding Taxes pursuant to Section 2.12, or becomes insolvent or fails to
make any Syndicated Loan in response to a request for borrowing by the Borrower
where the Required Banks have made the Syndicated Loans to be made by them in
response to such request, then, so long as such condition exists, the Borrower
may designate another bank or financial institution (a "Replacement Bank")
acceptable to the Agent (which acceptance will not be unreasonably withheld) and
which is not an Affiliate of the Borrower, to assume the Subject Bank's
Commitment hereunder and to purchase the Loans of the Subject Bank and the
Subject Bank's rights under this Agreement and the Notes held by the Subject
Bank, all without recourse to or representation or warranty by, or expense to
the Subject Bank for a purchase price equal to the outstanding principal amount
of the Loans payable to the Subject Bank plus any accrued but unpaid interest on
such Loans and accrued but unpaid fees owing to the Subject Bank plus any
amounts payable to the Subject Bank under Sections 2.12 and 8.05, and upon such
assumption, purchase and substitution, and subject to the execution and delivery
to the Agent by the Subject Bank and the Replacement Bank of an Assignment and
Acceptance, the Replacement Bank shall succeed to the rights and obligations of
the Subject Bank hereunder. In the event that the Borrower exercises its rights
under the preceding sentence, the Subject Bank agrees to sell its Loans and
rights under this Agreement and its Notes pursuant to the foregoing, and upon
such sale, it shall no longer be a party hereto or have any rights or
obligations hereunder; provided that the obligations of the Borrower to the
Subject Bank under Article VIII and Section 9.03 with respect to events
occurring or obligations arising before or as a result of such replacement shall
survive such exercise.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth on the signature pages hereof or such other address or telecopier
number as such party may hereafter specify for the purpose by notice to each
other party. Each such notice, request or other communication shall be effective


                                       56
<PAGE>   63


(i) if given by telecopier, when such telecopy is transmitted to the telecopier
number specified in this Section and the confirmation is received, (ii) if given
by mail, 3 Business Days after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (iii) if given by any
other means, when delivered at the address specified in this Section; provided
that notices to the Agent under Article II or Article VIII shall not be
effective until received.

         SECTION 9.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note or other
Loan Document shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.03. Expenses; Documentary Taxes. The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Agent, including reasonable fees
and disbursements of special counsel for the Agent, in connection with the
preparation of this Agreement and the other Loan Documents, any waiver or
consent hereunder or thereunder or any amendment hereof or thereof or any
Default or alleged Default hereunder or thereunder and (ii) if a Default occurs,
all reasonable out-of-pocket expenses incurred by the Agent and the Banks,
including reasonable fees and disbursements of counsel, in connection with such
Default and collection and other enforcement proceedings resulting therefrom,
including reasonable out-of-pocket expenses incurred in enforcing this Agreement
and the other Loan Documents. The Borrower shall indemnify the Agent and each
Bank against any transfer taxes, documentary taxes, assessments or charges made
by any Authority by reason of the execution and delivery of this Agreement or
the other Loan Documents.

         SECTION 9.04. Indemnification. The Borrower shall indemnify the Agent,
the Banks and each Affiliate thereof and their respective directors, officers,
employees and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims or damages to which any of them may become subject,
insofar as such losses, liabilities, claims or damages arise out of or result
from any actual or proposed use by the Borrower of the proceeds of any extension
of credit by any Bank hereunder or breach by the Borrower of this Agreement or
any other Loan Document or from any investigation, litigation (including,
without limitation, any actions taken by the Agent or any of the Banks to
enforce this Agreement or any of the other Loan Documents) or other proceeding
(including, without limitation, any threatened investigation or proceeding)
relating to the foregoing, and the Borrower shall reimburse the Agent and each
Bank, and each Affiliate thereof and their respective directors, officers,
employees and agents, upon demand for any reasonable expenses (including,
without limitation, legal fees) incurred in connection with any such
investigation or proceeding; but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence or wilful
misconduct of the Person to be indemnified.

         SECTION 9.05. Setoff; Sharing of Setoffs. (a) The Borrower hereby
grants to the Agent and each Bank and to Wachovia as to the Swing Loan Note,
and, to the fullest extent permitted by law, each Affiliate of each Bank, the
right to setoff, against the obligations of the Borrower under this Agreement,
upon all deposits or deposit accounts, of any kind, or any


                                       57
<PAGE>   64

interest in any deposits or deposit accounts thereof, now or hereafter pledged,
mortgaged, transferred or assigned to the Agent or any such Bank or Affiliate of
such Bank or otherwise in the possession or control of the Agent or any such
Bank or Affiliate of such Bank for any purpose for the account or benefit of the
Borrower and including any balance of any deposit account or of any credit of
the Borrower with the Agent or any such Bank or Affiliate of such Bank, whether
now existing or hereafter established, after the occurrence and during the
continuance of an Event of Default, hereby authorizing the Agent and each Bank
and each Affiliate of each Bank at any time or times with or without prior
notice to apply such balances or any part thereof to such of the indebtedness
and obligations owing by the Borrower hereunder to the Banks or their Affiliates
and/or the Agent then past due and in such amounts as they may elect, and
whether or not the collateral, if any, or the responsibility of other Persons
primarily, secondarily or otherwise liable may be deemed adequate. For the
purposes of this paragraph, all remittances and property shall be deemed to be
in the possession of the Agent or any such Bank or its Affiliate as soon as the
same may be put in transit to it by mail or carrier or by other bailee.

         (b) Each Bank agrees that if it or any of its Affiliates shall, by
exercising any right of setoff or counterclaim or resort to collateral security
or otherwise, receive payment of a proportion of the aggregate amount of
principal and interest owing with respect to the Note held by it which is
greater than the proportion received by any other Bank or its Affiliate in
respect of the aggregate amount of all principal and interest owing with respect
to the Note held by such other Bank, the Bank receiving (directly or through its
Affiliate) such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks owing to such other Banks,
and such other adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Notes held by the Banks
owing to such other Banks shall be shared by the Banks pro rata; provided that
(i) nothing in this Section shall impair the right of any Bank or its Affiliates
to exercise any right of setoff or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the Borrower
other than its indebtedness under the Notes, and (ii) if all or any portion of
such payment received by the purchasing Bank is thereafter recovered from such
purchasing Bank, such purchase from each other Bank or its Affiliate shall be
rescinded and such other Bank or Affiliate shall repay to the purchasing Bank
the purchase price of such participation to the extent of such recovery together
with an amount equal to such other Bank's ratable share (according to the
proportion of (x) the amount of such other Bank's required repayment to (y) the
total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so
recovered. The Borrower agrees, to the fullest extent it may effectively do so
under applicable law, that any holder of a participation in a Note, whether or
not acquired pursuant to the foregoing arrangements, may exercise rights of
setoff or counterclaim and other rights with respect to such participation as
fully as if such holder of a participation were a direct creditor of the
Borrower in the amount of such participation.

         SECTION 9.06. Amendments and Waivers. (a) Any provision of this
Agreement, the Notes or any other Loan Documents may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by the
Borrower and the Required Banks (and, if the rights or duties of the Agent are
affected thereby, by the Agent); provided that, no such amendment or waiver
shall, unless signed by all Banks, (i) increase the Commitment of any Bank or
subject any Bank to any additional obligation, (ii) reduce the principal of or
rate of interest on any Loan or any fees (other than fees payable to the Agent)
hereunder, (iii) postpone


                                       58
<PAGE>   65

the date fixed for any payment of principal of or interest on any Loan or any
fees hereunder, (iv) reduce the amount of principal, interest or fees due on any
date fixed for the payment thereof, (v) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Notes, or the percentage of
Banks, which shall be required for the Banks or any of them to take any action
under this Section or any other provision of this Agreement, (vi) change the
manner of application of any payments made under this Agreement or the Notes,
(vii) release or substitute all or any substantial part of the collateral (if
any) held as security for the Loans, or (viii) release any Guaranty given to
support payment of the Loans.

The Borrower will not solicit, request or negotiate for or with respect to any
proposed waiver or amendment of any of the provisions of this Agreement from or
with any Bank, except on terms fully disclosed to the Agent (which terms the
Agent shall be authorized to disclose to the Banks). Executed or true and
correct copies of any waiver or consent effected pursuant to the provisions of
this Agreement shall be delivered by the Borrower to the Agent (for delivery to
each Bank) forthwith following the date on which the same shall have been
executed and delivered by the requisite percentage of Banks. The Borrower will
not, directly or indirectly, pay or cause to be paid any remuneration, whether
by way of supplemental or additional interest, fee or otherwise, to any Bank
(in its capacity as such) as consideration for or as an inducement to the
entering into by such Bank of any waiver or amendment of any of the terms and
provisions of this Agreement unless such remuneration is concurrently paid, on
the same terms, ratably to all such Banks.

         SECTION 9.07. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement.

         (b) Any Bank may at any time sell to one or more Persons (each a
"Participant") participating interests in any Loan owing to such Bank, any Note
held by such Bank, any Commitment hereunder or any other interest of such Bank
hereunder. In the event of any such sale by a Bank of a participating interest
to a Participant, such Bank's obligations under this Agreement shall remain
unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Note for all purposes
under this Agreement, and the Borrower and the Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. In no event shall a Bank that sells a
participation be obligated to the Participant to take or refrain from taking any
action hereunder except that such Bank may agree that it will not (except as
provided below), without the consent of the Participant, agree to (i) the change
of any date fixed for the payment of principal of or interest on the related
Loan or Loans, (ii) the change of the amount of any principal, interest or fees
due on any date fixed for the payment thereof with respect to the related Loan
or Loans, (iii) the change of the principal of the related Loan or Loans, (iv)
any change in the rate at which either interest is payable thereon or (if the
Participant is entitled to any part thereof) fee is payable hereunder from the
rate at which the Participant is entitled to receive interest or fee (as the
case may be) in respect of such participation, or (v) the release of any
Guaranty given to support payment of the Loans. Each Bank selling to any Person
other than an Affiliate of such Bank a participating interest in any Loan, Note,
Commitment or other interest under this Agreement, other than a Money Market
Loan or Money Market Note or participating interest therein, shall, within 10
Domestic Business Days of such sale, provide the


                                       59
<PAGE>   66

Borrower and the Agent with written notification stating that such sale has
occurred and identifying the Participant and the interest purchased by such
Participant. The Borrower agrees that each Participant shall be entitled to the
benefits of Article VIII with respect to its participation in Loans outstanding
from time to time, subject to the provisions of Section 9.07(e).

         (c) Any Bank may at any time assign to one or more banks or financial
institutions (each an "Assignee") all or a proportionate part of its rights and
obligations under this Agreement, the Notes and the other Loan Documents, and
such Assignee shall assume all such rights and obligations, pursuant to an
Assignment and Acceptance, executed by such Assignee, such transferor Bank and
the Agent (and, in the case of an Assignee that is not then a Bank, subject to
clause (iii) below, by the Borrower); provided that (i) no interest may be sold
by a Bank pursuant to this paragraph (c) unless the Assignee shall agree to
assume ratably equivalent portions of the transferor Bank's Commitment, (ii) if
a Bank is assigning only a portion of its Commitment, then, the amount of the
Commitment being assigned (determined as of the effective date of the
assignment) shall be in an amount not less than $15,000,000, (iii) except during
the continuance of a Default, no interest may be sold by a Bank pursuant to this
paragraph (c) to any Assignee that is not then a Bank (or an Affiliate of a
Bank) without the consent of the Borrower and the Agent, which consent shall not
be unreasonably withheld (provided that it shall not constitute the unreasonable
withholding of consent if the Borrower shall decline to consent because (1) the
Borrower makes a reasonable determination that it is materially more likely that
the proposed Assignee will be entitled to compensation under Section 2.12 or
8.05, or to a greater amount of compensation thereunder than the transferor
Bank, or (2) the proposed Assignee has a combined capital and surplus of less
than $500,000,000), and (iv) a Bank may not have more than 2 Assignees that are
not then Banks at any one time. Upon (A) execution of the Assignment and
Acceptance by such transferor Bank, such Assignee, the Agent and (if applicable)
the Borrower, (B) delivery of an executed copy of the Assignment and Acceptance
to the Borrower and the Agent, (C) payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, and (D) payment of a processing and recordation fee of
$2,500 to the Agent, such Assignee shall for all purposes be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank under
this Agreement to the same extent as if it were an original party hereto with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by the Borrower, the Banks or the Agent shall
be required. Upon the consummation of any transfer to an Assignee pursuant to
this paragraph (c), the transferor Bank, the Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to each of
such Assignee and such transferor Bank.

         (d) Subject to the provisions of Section 9.08, the Borrower authorizes
each Bank to disclose to any Participant, Assignee or other transferee (each a
"Transferee") and any prospective Transferee any and all financial information
in such Bank's possession concerning the Borrower which has been delivered to
such Bank by the Borrower pursuant to this Agreement or which has been delivered
to such Bank by the Borrower in connection with such Bank's credit evaluation
prior to entering into this Agreement.

         (e) No Transferee shall be entitled to receive any greater payment
under Section 2.12 or 8.03 than the transferor Bank would have been entitled to
receive with respect to the


                                       60
<PAGE>   67

rights transferred, unless such transfer is made with the Borrower's prior
written consent or by reason of the provisions of Section 8.02 or 8.03 requiring
such Bank to designate a different Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

         (f) Anything in this Section 9.07 to the contrary notwithstanding, any
Bank may assign and pledge all or any portion of the Loans and/or obligations
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Loans and/or
obligations made by the Borrower to the assigning and/or pledging Bank in
accordance with the terms of this Agreement shall satisfy the Borrower's
obligations hereunder in respect of such assigned Loans and/or obligations to
the extent of such payment. No such assignment shall release the assigning
and/or pledging Bank from its obligations hereunder.

         SECTION 9.08. Confidentiality. Each Bank agrees to exercise
commercially reasonable efforts to keep any information delivered or made
available by the Borrower to it which is clearly indicated (orally or in
writing) to be confidential information, confidential from anyone other than
persons employed or retained by such Bank who are or are expected to become
engaged in evaluating, approving, structuring or administering the Loans;
provided that nothing herein shall prevent any Bank from disclosing such
information (i) to any other Bank, (ii) upon the order of any court or
administrative agency, (iii) upon the request or demand of any regulatory agency
or authority having jurisdiction over such Bank, (iv) which has been publicly
disclosed (unless a person responsible for administering this Agreement on
behalf of such Bank has actual knowledge that such disclosure is made by a
Person in violation of a confidentiality agreement with or confidentiality
obligation to the Borrower or any Subsidiary), (v) to the extent reasonably
required in connection with any litigation to which the Agent, any Bank or their
respective Affiliates may be a party, (vi) to the extent reasonably required in
connection with the exercise of any remedy hereunder, (vii) to such Bank's legal
counsel and independent auditors and (viii) to any actual or proposed
Participant, Assignee or other Transferee of all or part of its rights hereunder
which has agreed in writing to be bound by the provisions of this Section 9.08;
provided that should disclosure of any such confidential information be required
by virtue of clause (ii) of the immediately preceding sentence, any relevant
Bank shall promptly notify the Borrower of same so as to allow the Borrower to
seek a protective order or to take any other appropriate action, unless such
Bank is prohibited by law or any such order from giving such notice; provided,
further, that, no Bank shall be required to delay compliance with any directive
to disclose any such information so as to allow the Borrower to effect any such
action.

         SECTION 9.09. Representation by Banks. Each Bank hereby represents that
it is a commercial lender or financial institution which makes loans in the
ordinary course of its business and that it will make its Loans hereunder for
its own account in the ordinary course of such business; provided that, subject
to Section 9.07, the disposition of the Note or Notes held by that Bank shall at
all times be within its exclusive control.

         SECTION 9.10. Obligations Several. The obligations of each Bank
hereunder are several, and no Bank shall be responsible for the obligations or
commitment of any


                                       61
<PAGE>   68

other Bank hereunder. Nothing contained in this Agreement and no action
taken by the Banks pursuant hereto shall be deemed to constitute the Banks to
be a partnership, an association, a joint venture or any other kind of entity.
The amounts payable at any time hereunder to each Bank shall be a separate and
independent debt, and each Bank shall be entitled to protect and enforce its
rights arising out of this Agreement or any other Loan Document and it shall
not be necessary for any other Bank to be joined as an additional party in any
proceeding for such purpose.

         SECTION 9.11. Georgia Law. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of Georgia.

         SECTION 9.12. Severability. In case any one or more of the provisions
contained in this Agreement, the Notes or any of the other Loan Documents should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby and shall be enforced to the
greatest extent permitted by law.

         SECTION 9.13. Interest. In no event shall the amount of interest, and
all charges, amounts or fees contracted for, charged or collected pursuant to
this Agreement, the Notes or the other Loan Documents and deemed to be interest
under applicable law (collectively, "Interest") exceed the highest rate of
interest allowed by applicable law (the "Maximum Rate"), and in the event any
such payment is inadvertently received by any Bank, then the excess sum (the
"Excess") shall be credited as a payment of principal, unless the Borrower shall
notify such Bank in writing that it elects to have the Excess returned
forthwith. It is the express intent hereof that the Borrower not pay and the
Banks not receive, directly or indirectly in any manner whatsoever, interest in
excess of that which may legally be paid by the Borrower under applicable law.
The right to accelerate maturity of any of the Loans does not include the right
to accelerate any interest that has not otherwise accrued on the date of such
acceleration, and the Agent and the Banks do not intend to collect any unearned
interest in the event of any such acceleration. All monies paid to the Agent or
the Banks hereunder or under any of the Notes or the other Loan Documents,
whether at maturity or by prepayment, shall be subject to rebate of unearned
interest as and to the extent required by applicable law. By the execution of
this Agreement, the Borrower covenants, to the fullest extent permitted by law,
that (i) the credit or return of any Excess shall constitute the acceptance by
the Borrower of such Excess, and (ii) the Borrower shall not seek or pursue any
other remedy, legal or equitable , against the Agent or any Bank, based in whole
or in part upon contracting for charging or receiving any Interest in excess of
the Maximum Rate, other than the crediting of the Excess as set forth herein.
For the purpose of determining whether or not any Excess has been contracted
for, charged or received by the Agent or any Bank, all interest at any time
contracted for, charged or received from the Borrower in connection with this
Agreement, the Notes or any of the other Loan Documents shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread in
equal parts throughout the full term of the Commitments. The Borrower, the Agent
and each Bank shall, to the maximum extent permitted under applicable law, (i)
characterize any non-principal payment as an expense, fee or premium rather than
as Interest and (ii) exclude voluntary prepayments and the effects thereof. The
provisions of this Section shall be deemed to be incorporated into each Note and
each of the other Loan Documents (whether or not any provision of this Section
is referred to therein). All such Loan Documents and communications relating to
any Interest


                                       62
<PAGE>   69

owed by the Borrower and all figures set forth therein shall, for the sole
purpose of computing the extent of obligations hereunder and under the Notes and
the other Loan Documents be automatically recomputed by the Borrower, and by any
court considering the same, to give effect to the adjustments or credits
required by this Section.

         SECTION 9.14. Interpretation. No provision of this Agreement or any of
the other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.

         SECTION 9.15. Waiver of Jury Trial; Consent to Jurisdiction. The
Borrower (a) and each of the Banks and the Agent irrevocably waives, to the
fullest extent permitted by law, any and all right to trial by jury in any legal
proceeding arising out of this Agreement, any of the other Loan Documents, or
any of the transactions contemplated hereby or thereby, (b) submits to the
nonexclusive personal jurisdiction in the State of Georgia, the courts thereof
and the United States District Courts sitting therein, for the enforcement of
this Agreement, the Notes and the other Loan Documents, (c) waives any and all
personal rights under the law of any jurisdiction to object on any basis
(including, without limitation, inconvenience of forum) to jurisdiction or venue
within the State of Georgia for the purpose of litigation to enforce this
Agreement, the Notes or the other Loan Documents, and (d) agrees that service of
process may be made upon it in the manner prescribed in Section 9.01 for the
giving of notice to the Borrower. Nothing herein contained, however, shall
prevent the Agent from bringing any action or exercising any rights against any
security and against the Borrower personally, and against any assets of the
Borrower, within any other state or jurisdiction.

         SECTION 9.16. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 9.17. Source of Funds -- ERISA. Each of the Banks hereby
severally (and not jointly) represents to the Borrower that no part of the funds
to be used by such Bank to fund the Loans hereunder from time to time
constitutes (i) assets allocated to any separate account maintained by such Bank
in which any employee benefit plan (or its related trust) has any interest nor
(ii) any other assets of any employee benefit plan. As used in this Section, the
terms "employee benefit plan" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.



               [Signatures are contained on the following pages.]


                                       63
<PAGE>   70

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

                                  FLOWERS INDUSTRIES, INC.    (SEAL)


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

                                  Flowers Industries, Inc.
                                  1919 Flowers Circle
                                  Thomasville, Georgia 31757
                                  Attention: Jimmy M. Woodward
                                  Telecopier number: 912-225-3808
                                  Confirmation number: 912-227-2266




                                       64
<PAGE>   71

COMMITMENTS                       WACHOVIA BANK, N.A.,
$110,000,000                      as Agent and as a Bank    (SEAL)


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

                                  Lending Office

                                  Wachovia Bank, N.A.
                                  191 Peachtree Street, N.E.
                                  Atlanta, Georgia  30303-1757
                                  Attention:  Kevin B. Harrison
                                  Telecopier number:  404-332-6920
                                  Confirmation number:  404-332-5269


$100,000,000                      THE BANK OF NOVA SCOTIA, as
                                  Documentation Agent and as
                                  a Bank         (SEAL)


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

                                  Lending Office
                                  The Bank of Nova Scotia
                                  600 Peachtree Street, N.E.
                                  Suite 2700
                                  Atlanta, Georgia  30308
                                  Attention:  William Zarrett
                                  Telecopier number:  404-888-8998
                                  Confirmation number:  404-877-1504


                                       65
<PAGE>   72


100,000,000                       BANK OF AMERICA, N.A., as Syndications
                                  Agent and as a Bank       (SEAL)


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

                                  Lending Office
                                  Bank of America, N.A.
                                  231 S. LaSalle Street
                                  Suite 944
                                  Chicago, Illinois  60697
                                  Attention:  Casey Cosgrove.
                                  Telecopier number:  312-987-1276
                                  Confirmation number:  312-828-3092


                                       66
<PAGE>   73


$75,000,000                       FIRST UNION NATIONAL BANK
                                  as a Bank       (SEAL)

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

                                  Lending Office
                                  First Union National Bank
                                  999 Peachtree Street, N.E.
                                  9th Floor
                                  Atlanta, Georgia 30309
                                  Attention:  Michael Romanzo
                                  Telecopier number: 404-827-7199
                                  Confirmation number:  404-827-7140


                                       67
<PAGE>   74


$45,000,000                       BANK ONE, NA, as a Bank
                                  Chicago Main Office
                                  (f/k/a The First National Bank
                                  of Chicago)     (SEAL)

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

                                  Lending Office
                                  Bank One, NA
                                  c/o Bank One Capital Markets, Inc.
                                  1 Bank One Plaza, 10th Floor
                                  Chicago, Illinois  60670
                                  Attention:  David McNeela
                                  Telecopier number:  312-732-5296
                                  Confirmation number:  312-732-5730


                                       68
<PAGE>   75


$30,000,000                      SUNTRUST BANK, as a Bank          (SEAL)


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


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

                                 Lending Office
                                 SunTrust Bank
                                 25 Park Place, 23rd Floor
                                 Atlanta, Georgia  30303
                                 Attention:  Kim S. Martin
                                 Telecopier number:  404-230-5305
                                 Confirmation number:  404-588-7883



                                       69
<PAGE>   76


$25,000,000                      COOPERATIEVE CENTRALE RAIFFEISEN-
                                 BOERENLEENBANK B.A., "RABOBANK
                                 NEDERLAND", NEW YORK BRANCH,
                                 as a Bank        (SEAL)


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


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

                                 Lending Office
                                 Cooperatieve Centrale Raiffeisen-Boerenleenbank
                                 B.A., "Rabobank Nederland", New York Branch
                                 245 Park Avenue
                                 New York, New York 10157
                                 Attention: Brenda Llew
                                 Telecopier number: 212-916-7930
                                 Confirmation number: 212-916-7928



                                       70
<PAGE>   77


$15,000,000                      DG BANK, DEUTSCHE
                                 GENOSSENSCHAFTSBANK, AG, CAYMAN
                                 ISLANDS BRANCH, as a Bank  (SEAL)


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


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

                                 Lending Office
                                 DG Bank, Deutsche Genossenschaftsbank, AG,
                                 Cayman Islands Branch
                                 c/o DG Bank
                                 303 Peachtree Street, N.E.
                                 Suite 2900
                                 Atlanta, Georgia 30308
                                 Attention:  Kurt A. Morris
                                 Telecopier number:  404-524-4006
                                 Confirmation number:  404-524-3966

---------------
TOTAL COMMITMENTS:
$500,000,000


                                       71
<PAGE>   78


                                                                     EXHIBIT A-1

                    AMENDED AND RESTATED SYNDICATED LOAN NOTE

                                Atlanta, Georgia
                                January 30, 1998


         For value received, FLOWERS INDUSTRIES, INC., a Georgia corporation
(the "Borrower"), promises to pay to the order of
_________________________________________, a ____________________ (the "Bank"),
for the account of its Lending Office, the principal sum of
___________________________________ AND NO/100 DOLLARS ($________ ), or such
lesser amount as shall equal the unpaid principal amount of each Syndicated Loan
made by the Bank to the Borrower pursuant to the Credit Agreement referred to
below, on the dates and in the amounts provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this Amended
and Restated Syndicated Loan Note on the dates and at the rate or rates provided
for in the Credit Agreement. Interest on any overdue principal of and, to the
extent permitted by law, overdue interest on the principal amount hereof shall
bear interest at the Default Rate, as provided for in the Credit Agreement. All
such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or
such other address as may be specified from time to time pursuant to the Credit
Agreement.

         All Syndicated Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and, prior to
any transfer hereof, endorsed by the Bank on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Credit
Agreement.

         This Amended and Restated Syndicated Loan Note is one of the Syndicated
Loan Notes referred to in the Amended and Restated Credit Agreement dated as of
January 30, 1998 among the Borrower, the Banks listed on the signature pages
thereof, Wachovia Bank, N.A., as Agent, The Bank of Nova Scotia, as
Documentation Agent, and NationsBank, N.A., as Syndications Agent (as the same
may be amended and modified from time to time, the "Credit Agreement"). Terms
defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the optional and
mandatory prepayment and the repayment hereof and the acceleration of the
maturity hereof, as well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event this Amended and
Restated Syndicated Loan Note is collected by law or through an attorney at law.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.


                                       72
<PAGE>   79


         IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated
Syndicated Loan Note to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.

                                              FLOWERS INDUSTRIES, INC. (SEAL)


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


                                       73
<PAGE>   80


               Amended and Restated Syndicated Loan Note (cont'd)

                   SYNDICATED LOANS AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>

Base Rate      Amount                  Amount of
or Euro-       of                      Principal         Maturity               Notation
Date           Dollar Loan             Loan              Repaid                 Date             Made By
<S>            <C>                     <C>               <C>                    <C>              <C>

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

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</TABLE>


                                       74
<PAGE>   81


                                                                     EXHIBIT A-2


                   AMENDED AND RESTATED MONEY MARKET LOAN NOTE

                             As of January 30, 1998

         For value received, FLOWERS INDUSTRIES, INC., a Georgia corporation
(the "Borrower"), promises to pay to the order of ____________________________,
a _______________ (the "Bank"), for the account of its Lending Office, the
principal sum of FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000), or such
lesser amount as shall equal the unpaid principal amount of each Money Market
Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred
to below, on the dates and in the amounts provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this Amended
and Restated Money Market Loan Note on the dates and at the rate or rates
provided for in the Credit Agreement referred to below. Interest on any overdue
principal of and, to the extent permitted by law, overdue interest on the
principal amount hereof shall bear interest at the Default Rate, as provided for
in the Credit Agreement. All such payments of principal and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of Wachovia, N.A., 191 Peachtree Street, N.E.,
Atlanta, Georgia 30303-1757, or such other address as may be specified from time
to time pursuant to the Credit Agreement.

         All Money Market Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and, prior to
any transfer hereof, endorsed by the Bank on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Credit
Agreement.

         This Amended and Restated Money Market Loan Note is one of the Money
Market Loan Notes referred to in the Amended and Restated Credit Agreement dated
as of January 30, 1998 among the Borrower, the Banks listed on the signature
pages thereof, Wachovia Bank, N.A., as Agent, The Bank of Nova Scotia, as
Documentation Agent, and NationsBank, N.A., as Syndications Agent (as the same
may be amended and modified from time to time, the "Credit Agreement"). Terms
defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the optional and
mandatory prepayment and the repayment hereof and the acceleration of the
maturity hereof, as well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event this Amended and
Restated Money Market Loan Note is collected by law or through an attorney at
law.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.


                                       75
<PAGE>   82


         IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated
Money Market Loan Note to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.

                                          FLOWERS INDUSTRIES, INC.  (SEAL)


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


                                       76
<PAGE>   83


              Amended and Restated Money Market Loan Note (cont'd)

                  MONEY MARKET LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>

               Amount                  Amount of         Stated
Interest       of                      Principal         Maturity               Notation
Date           Rate                    Loan              Repaid                 Date             Made By
<S>            <C>                     <C>               <C>                    <C>              <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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</TABLE>


                                       77
<PAGE>   84


                                                                     EXHIBIT A-3

                                 SWING LOAN NOTE


                                Atlanta, Georgia

                                 March 30, 2000


     For value received, FLOWERS INDUSTRIES, a Georgia corporation (the
"Borrower"), promises to pay to the order of WACHOVIA BANK, N.A., a national
banking association (the "Bank"), for the account of its Lending Office, the
principal sum of Fifteen Million and No/100 Dollars ($15,000,000), or such
lesser amount as shall equal the unpaid principal amount of each Swing Loan made
by the Bank to the Borrower pursuant to the Credit Agreement referred to below,
on the dates and in the amounts provided in the Credit Agreement. The Borrower
promises to pay interest on the unpaid principal amount of this Swing Loan Note
at the rate provided for Base Rate Loans on the dates provided for in the Credit
Agreement. Interest on any overdue principal of and, to the extent permitted by
law, overdue interest on the principal amount hereof shall bear interest at the
Default Rate, as provided for in the Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Wachovia Bank,
N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or such other
address as may be specified from time to time pursuant to the Credit Agreement.

     All Swing Loans made by the Bank, the respective maturities thereof, and
all repayments of the principal thereof shall be recorded by the Bank and, prior
to any transfer hereof, endorsed by the Bank on the schedule attached hereto, or
on a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Credit
Agreement.

     This Swing Loan Note is the Swing Loan Note referred to in the Second
Amended and Restated Credit Agreement dated as of even date herewith among the
Borrower, the Banks listed on the signature pages thereof and Wachovia Bank,
N.A., as Agent (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
the same meanings. Reference is made to the Credit Agreement for provisions for
the optional and mandatory prepayment and the repayment hereof and the
acceleration of the maturity hereof.


                                       78
<PAGE>   85


     IN WITNESS WHEREOF, the Borrower has caused this Swing Loan Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.





                                       FLOWERS INDUSTRIES, INC.    (SEAL)


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


                                       79
<PAGE>   86


                          Swing Loan Note (continued)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                           LOANS AND PAYMENTS OF PRINCIPAL

                                                      AMOUNT OF
                             AMOUNT OF                PRINCIPAL                MATURITY               NOTATION
        DATE                   LOAN                     REPAID                   DATE                  MADE BY
        <S>                  <C>                      <C>                      <C>                    <C>








































----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       80
<PAGE>   87


                                                                       EXHIBIT B


                                   OPINION OF
                            COUNSEL FOR THE BORROWER


                                                  [Dated as provided in Section
                                                   3.01 of the Credit Agreement]


To the Banks and the Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attn:  Syndications Group

Dear Sirs:

         I am Assistant General Counsel of Flowers Industries, Inc., a Georgia
corporation (the "Borrower") in connection with the Amended and Restated Credit
Agreement (the "Credit Agreement") dated as of January 30, 1998, among the
Borrower, the banks listed on the signature pages thereof, Wachovia Bank, N.A.,
as Agent, The Bank of Nova Scotia, as Documentation Agent, and NationsBank,
N.A., as Syndications Agent. Terms defined in the Credit Agreement are used
herein as therein defined.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion. I have assumed for purposes of my opinions set forth below that the
execution and delivery of the Credit Agreement by each Bank and by the Agent
have been duly authorized by each Bank and by the Agent.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Georgia and has all corporate powers
required to carry on its business as now conducted.

         2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes (i) are within the Borrower's corporate powers,
(ii) have been duly authorized by all necessary corporate action, (iii) require
no action by or in respect of, or filing with, any governmental body, agency or
official, (iv) do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the certificate of incorporation or
by-laws of the Borrower or of any agreement, judgment, injunction, order, decree
or other instrument which to our knowledge is binding upon the Borrower and (v)
except as provided in


                                       81
<PAGE>   88


the Credit Agreement, do not result in the creation or imposition of any Lien on
any asset of the Borrower or any of its Subsidiaries.

         3. The Credit Agreement constitutes a valid and binding agreement of
the Borrower, enforceable against the Borrower in accordance with its terms, and
the Notes constitute valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms, except as such enforceability may be
limited by: (i) bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally and (ii) general principles of equity.

         4. There is no action, suit or proceeding pending, or threatened,
against or affecting the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the business, consolidated financial position or consolidated results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a
whole, or which in any manner questions the validity or enforceability of the
Credit Agreement or any Note.

         5. Each of the Borrower's Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

         6. Neither the Borrower nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         7. Neither the Borrower nor any of its Subsidiaries is a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.

         The opinion contained in Paragraph 2(iv) hereof is qualified to the
effect that no opinion is given thereunder as to Regulations G, T, U or X of the
Board of Governors of the Federal Reserve System.

         I am qualified to practice in the State of Georgia and do not purport
to be experts on any laws other than the laws of the United States and the State
of Georgia and this opinion is rendered only with respect to such laws. I have
made no independent investigation of the laws of any other jurisdiction.

         This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you, any Assignee, Participant
or other Transferee under the Credit Agreement, and Jones, Day, Reavis & Pogue
without our prior written consent.

                                             Very truly yours,


                                       82
<PAGE>   89


                                                                       EXHIBIT C


                                   OPINION OF
                   JONES, DAY, REAVIS & POGUE, SPECIAL COUNSEL
                                  FOR THE AGENT


                                                 [Dated as provided in Section
                                                  3.01 of the Credit Agreement]


To the Banks and the Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attn: Syndications Group

Dear Sirs:

         We have participated in the preparation of the Amended and Restated
Credit Agreement (the "Credit Agreement") dated as of January 30, 1998, among
Flowers Industries, Inc., a Georgia corporation (the "Borrower"), the banks
listed on the signature pages thereof (the "Banks"), Wachovia Bank, N.A., as
Agent (the "Agent"), The Bank of Nova Scotia, as Documentation Agent, and
NationsBank, N.A., as Syndications Agent, and have acted as special counsel for
the Agent for the purpose of rendering this opinion pursuant to Section 3.01(d)
of the Credit Agreement. Terms defined in the Credit Agreement are used herein
as therein defined.

         This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
which Interpretive Standards are incorporated herein by this reference.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, and assuming the due authorization,
execution and delivery of the Credit Agreement and each of the Notes by or on
behalf of the Borrower, we are of the opinion that the Credit Agreement
constitutes a valid and binding agreement of the Borrower and each Note
constitutes valid and binding obligations of the Borrower, in each case
enforceable in accordance with its terms except as: (i) the enforceability
thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent
conveyance, voidable preference, moratorium or similar laws applicable to
creditors' rights or the collection of debtors' obligations


                                       83
<PAGE>   90


generally; (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability; and
(iii) the enforceability of certain of the remedial, waiver and other provisions
of the Credit Agreement and the Notes may be further limited by the laws of the
State of Georgia; provided that such additional laws do not, in our opinion,
substantially interfere with the practical realization of the benefits expressed
in the Credit Agreement and the Notes, except for the economic consequences of
any procedural delay which may result from such laws.

         In giving the foregoing opinion, we express no opinion as to the effect
(if any) of any law of any jurisdiction except the State of Georgia. We express
no opinion as to the effect of the compliance or noncompliance of the Agent or
any of the Banks with any state or federal laws or regulations applicable to the
Agent or any of the Banks by reason of the legal or regulatory status or the
nature of the business of the Agent or any of the Banks.

         This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you and any Assignee,
Participant or other Transferee under the Credit Agreement without our prior
written consent.

                                               Very truly yours,


                                       84
<PAGE>   91


                                                                       EXHIBIT D


                           ASSIGNMENT AND ACCEPTANCE
                      Dated _______________ ____, ________

         Reference is made to the Second Amended and Restated Credit Agreement
dated as of March 30, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among Flowers Industries, Inc., a Georgia
corporation (the "Borrower"), the Banks (as defined in the Credit Agreement),
Wachovia Bank, N.A., as Agent (the "Agent"), The Bank of Nova Scotia, as
Documentation Agent, and Bank of America, N.A., as Syndications Agent. Terms
defined in the Credit Agreement are used herein with the same meaning.

         ____________________________________________ (the "Assignor") and
____________________________________ (the "Assignee") agree as follows:

         1. The Assignor hereby sells and assigns to the Assignee, without
recourse to the Assignor, and the Assignee hereby purchases and assumes from the
Assignor, a _____% interest in and to all of the Assignor's rights and
obligations under the Credit Agreement as of the Effective Date (as defined
below) (including, without limitation, a _____% interest (which on the Effective
Date hereof is $__________) in the Assignor's Commitment and a _____% interest
(which on the Effective Date hereof is $_______________) in the Syndicated Loans
[and Money Market Loans] owing to the Assignor and a _____% interest in the
Note[s] held by the Assignor (which on the Effective Date hereof is
$__________).

         2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto, other
than that it is the legal and beneficial owner of the interest being assigned by
it hereunder, that such interest is free and clear of any adverse claim and that
as of the date hereof its Commitment (without giving effect to assignments
thereof which have not yet become effective) is $__________ and the aggregate
outstanding principal amount of Syndicated Loans [and Money Market Loans] owing
to it (without giving effect to assignments thereof which have not yet become
effective) is $ __________; (ii) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iii) attaches the Note[s] referred to in paragraph 1 above and requests
that the Agent exchange such Note[s] for [a new Syndicated Loan Note
dated ________ , ______, in the principal amount of $__________ payable to the
order of the Assignee and a new Money Market Loan Note dated ___________, ____
in the principal amount of $______________ payable to the order of the Assignee]
[new Notes as follows: a (i) Syndicated Loan Note dated ___________ , ____ in
the principal amount of $ __________ payable to the order of the Assignor
(ii) Syndicated Loan Note dated __________ , _____ in the principal amount of
$ ________ payable to the order of the Assignee, and (iii) and a new Money
Market Loan Note dated ___________, ____ in the principal amount of
$______________ payable to the order of the Assignee].


                                       85
<PAGE>   92


         3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.04(a) thereof (or any more recent financial statements of the Borrower
delivered pursuant to Section 5.01(a) or (b) thereof) and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any other
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank; (vi) specifies as its
Lending Office (and address for notices) the office set forth beneath its name
on the signature pages hereof, (vii) represents and warrants that the execution,
delivery and performance of this Assignment and Acceptance are within its
corporate powers and have been duly authorized by all necessary corporate
action, (viii) makes the representation and warranty contained in Section 9.17
of the Credit Agreement[, and (ix) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit Agreement
and the Notes or such other documents as are necessary to indicate that all such
payments are subject to such taxes at a rate reduced by an applicable tax
treaty].

         4. The Effective Date for this Assignment and Acceptance shall be
_______________, _____ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Agent for execution and
acceptance by the Agent and to the Borrower for execution by the Borrower.

         5. Upon such execution and acceptance by the Agent [and execution by
the Borrower] [IF REQUIRED BY THE CREDIT AGREEMENT], from and after the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent rights and obligations have been transferred to it by this
Assignment and Acceptance, have the rights and obligations of a Bank thereunder
and (ii) the Assignor shall, to the extent its rights and obligations have been
transferred to the Assignee by this Assignment and Acceptance, relinquish its
rights (other than under Sections 8.03, 9.03 and 9.04 of the Credit Agreement)
and be released from its obligations under the Credit Agreement.

         6. Upon such execution and acceptance by the Agent [and execution by
the Borrower] [IF REQUIRED BY THE CREDIT AGREEMENT], from and after the
Effective Date, the Agent shall make all payments in respect of the interest
assigned hereby to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments for periods prior to such acceptance by the
Agent directly between themselves.

         7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of Georgia.


                                       86
<PAGE>   93


                                    [NAME OF ASSIGNOR]


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


                                    [NAME OF ASSIGNEE]


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

                                    Lending Office:
                                    [Address]


                                    WACHOVIA BANK, N.A.,
                                    As Agent


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

                                    FLOWERS INDUSTRIES, INC.
                                    IF REQUIRED BY THE CREDIT AGREEMENT


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


                                       87
<PAGE>   94


                                                                       EXHIBIT E


                               NOTICE OF BORROWING


                              ________________, ___

Wachovia Bank, N.A., as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

                  Re:  Second Amended and Restated Credit Agreement (as
                       amended and modified from time to time, the "Credit
                       Agreement") dated as of March 30, 2000, by and among
                       Flowers Industries, Inc., the Banks from time to
                       time parties thereto, Wachovia Bank, as Agent, The
                       Bank of Nova Scotia, as Documentation Agent, and
                       Bank of America, N.A., as Syndications Agent.

Gentlemen:

     Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributable thereto in the Credit Agreement.

     This Notice of Borrowing is delivered to you pursuant to Section 2.02 of
the Credit Agreement.

     The Borrower hereby requests a [Syndicated Borrowing] [Swing Loan
Borrowing] [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate
principal amount of $_____ to be made on_____,___, and for interest to accrue
thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans]
[Base Rate Loans]. The duration of the Interest Period with respect thereto
shall be [1 month] [2 months] [3 months] [6 months] [30 days].

     The Borrower has caused this Notice of Borrowing to be executed and
delivered by its duly authorized officer this____ day of____,___.

                                    FLOWERS INDUSTRIES, INC.


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


                                       88
<PAGE>   95


                                                                       EXHIBIT F


                             COMPLIANCE CERTIFICATE

     Reference is made to the Second Amended and Restated Credit Agreement dated
as of March 30, 2000 (as modified and supplemented and in effect from time to
time, the "Credit Agreement") among Flowers Industries, Inc., the Banks from
time to time parties thereto, Wachovia Bank, N.A., as Agent, The Bank of Nova
Scotia, as Documentation Agent, and Bank of America, N.A., as Syndications
Agent. Capitalized terms used herein shall have the meanings ascribed thereto in
the Credit Agreement.

Pursuant to Section 5.01(c) of the Credit Agreement,______, the duly authorized
________ of Flowers Industries, Inc., hereby (A) certifies to the Agent and the
Banks that the information contained in the Compliance Check List attached
hereto is true, accurate and complete as of______,___, (B) certifies to the
Agent and the Banks that no Default is in existence on and as of the date hereof
and (C) restates and reaffirms that the representations and warranties contained
in Article IV of the Credit Agreement are true on and as of the date hereof as
though restated on and as of this date.

                                    FLOWERS INDUSTRIES, INC.


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


                                       89
<PAGE>   96


                              COMPLIANCE CHECK LIST
                            Flowers Industries, Inc.


                            ________________________

                             ______________, ______

1.       Loans and Advances (Section 5.14)

         Neither the Borrower nor any of its Material Subsidiaries shall make
         loans or advances to any Person except as permitted by Section 5.16 and
         except: (i) loans or advances to employees not exceeding $10,000,000 in
         the aggregate principal amount outstanding at any time, in each case
         made in the ordinary course of business and consistent with practices
         existing on the Closing Date; (ii) deposits required by government
         agencies or public utilities; (iii) loans or advances to and among
         Borrower and its Wholly Owned Subsidiaries; and (iv) other loans or
         advances, to Persons other than the Unrestricted Subsidiaries (loans
         and advances to Unrestricted Subsidiaries not being permitted), in an
         aggregate amount outstanding which do not exceed 15% of Adjusted
         Consolidated Total Assets as of the last day of the immediately
         preceding Fiscal Quarter; provided that after giving effect to the
         making of any loans, advances or deposits permitted by this Section, no
         Default shall be in existence or be created thereby.

         (a)  loans and advances to employees                $
                                                              ----------
         (b)  lesser of (a) and $10,000,000                  $
                                                              ----------
         (c)  other loans and advances not
              permitted by clauses (i) through (iii),
              inclusive (1)                                  $
                                                              ----------
         (d)  Adjusted Consolidated Total Assets             $
                                                              ----------
         (e)  15% of (d)                                     $
                                                              ----------
         Limitation (d) may not exceed (e)

2.       Negative Pledge (Section 5.16)

         (a)  Amount of Indebtedness secured by Liens
              permitted by Sections 5.1(a)
              through 5.16(g), inclusive, and
              (l) and (n)    Schedule - 1                    $
                                                              ----------
         (b)  Amount of Debt secured by Liens not

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

(1)      Loans and advances to the Unrestricted Subsidiaries are not permitted
         and may not be included in this category.


                                       90
<PAGE>   97

              permitted by Section (q) Schedule - 1          $
                                                              ----------
         (c)  Aggregate amount of Indebtedness of
              Restricted Subsidiaries permitted
              by Section 5.20(iv)                            $
                                                              ----------
         (d)  Sum of (b) and (c)                             $
                                                              ----------
         (e)  Adjusted Consolidated Net Worth                $
                                                              ----------
         (f)  20% of (e)                                     $
                                                              ----------
         Limitation (d) may not exceed (f)

3.       Adjusted Fixed Charge Coverage Ratio (Section 5.17)

At the end of each Fiscal Quarter, commencing with the second Fiscal Quarter of
the 2000 Fiscal Year, the ratio of Adjusted EBILTDA to Adjusted Consolidated
Fixed Charges shall at all times be equal to or greater than the ratio set
forth below for such Fiscal Quarter of each Fiscal Year set forth below:

<TABLE>
<CAPTION>
                                      Adjusted Fixed Charges
  Fiscal Quarter      Fiscal Year         Coverage Ratio
  --------------      -----------         --------------
  <S>                 <C>             <C>
  Second                 2000              1.10 to 1.0
  Third                  2000              1.15 to 1.0
  Fourth                 2000              1.20 to 1.0
  First                  2001              1.25 to 1.0
  Second                 2001              1.25 to 1.0
  Third                  2001              1.25 to 1.0
  Fourth                 2001
  and thereafter                           1.50 to 1.0
</TABLE>

          (a)  Adjusted Consolidated Net Income Schedule 2          $
                                                                     ----------
          (b)  Adjusted Consolidated Interest Expense - Schedule 2  $
                                                                     ----------
          (c)  payments on operating leases and rental agreements   $
                                                                     ----------
          (d)  taxes - Schedule 2                                   $
                                                                     ----------
          (e)  depreciation - Schedule 2                            $
                                                                     ----------
          (f)  amortization - Schedule 2                            $
                                                                     ----------

                                       91
<PAGE>   98


          (g)  sum of (a) plus (b) plus (c) plus (d) plus (e)
               plus (f)                                             $
                                                                     ----------
          (h)  sum of (b) plus (c)                                  $
                                                                     ----------
               Ratio of (g) to (h)                                  $
                                                                     ----------
               Requirement                                       [>1.10 to 1.0]
                                                                  -
                                                                 [>1.15 to 1.0]
                                                                  -
                                                                 [>1.20 to 1.0]
                                                                  -
                                                                 [>1.25 to 1.0]
                                                                  -
                                                                 [>1.50 to 1.0]
                                                                  -

4.       Leverage Ratio (Section 5.18)

         The Leverage Ratio shall at all times be equal to or less than 0.65 to
         1.0.

          (a)  Adjusted Consolidated Total Debt Schedule - 4        $
                                                                     ----------
          (b)  Adjusted Consolidated Net Worth                      $
                                                                     ----------
          (c)  Sum of (a) plus (b)                                  $
                                                                     ----------
          Ratio of (a) to (c)                                       $
                                                                     ----------
          Requirement                                            > 0.65 to 1.00
                                                                 -

5.       Minimum Adjusted Consolidated Net Worth (Section 5.19)

         Adjusted Consolidated Net Worth will at no time be less than
         $487,569,000, plus the sum of (x) 50% of the cumulative Net Proceeds
         of Capital Stock received during any period after April 27, 1998, plus
         (y) 50% of any equity resulting from a conversion of Indebtedness of
         the Borrower during any period after April 27, 1998, less (z) any
         amount of equity of the Borrower repurchased during any period after
         April 27, 1998, calculated quarterly at the end of each Fiscal
         Quarter.

          (a)  cumulative Net Capital Proceeds since April 27, 1998 $
                                                                     ----------
          (b)  50% of (a)                                           $
                                                                     ----------
          (c)  equity resulting from Indebtedness conversion
               since April 27, 1998                                 $
                                                                     ----------
          (d)  amount of equity repurchased since April 27, 1998    $
                                                                     ----------
          (e)  (c) less (d)                                         $
                                                                     ----------

                                       92
<PAGE>   99


          (f)  50% of (e)                                           $
                                                                     ----------
          (g)  sum of $487,589,000, plus (b),
               plus (f)                                             $
                                                                     ----------
          (h)  Adjusted Consolidated Net Worth                      $
                                                                     ----------
               Limitation (h) may not be less than (g)

6.       Adjusted Consolidated EBITDA (Section 5.22)

At the end of each Fiscal Quarter, commencing with the first Fiscal Quarter of
the 2000 Fiscal Year, Adjusted Consolidated EBITDA shall at all times be equal
to or greater than the amount set forth below for each Fiscal Quarter of each
Fiscal Year set forth below, and shall be calculated (i) at the end of each
Fiscal Quarter in the 2000 Fiscal Year, for such Fiscal Quarter only, and (ii)
at the end of each Fiscal Quarter thereafter, for the 4 Fiscal Quarter period
then ending.

<TABLE>
<CAPTION>

                                                     Adjusted
Fiscal Quarter                  Fiscal Year        Consolidated
--------------                  -----------        ------------
                                                      EBITDA
                                                      ------
<S>                             <C>                <C>
First                              2000            $ 26,500,000
Second                             2000            $ 18,500,000
Third                              2000            $ 24,500,000
Fourth                             2000            $ 25,000,000
First                              2001            $105,000,000
Second                             2001            $105,000,000
Third                              2001            $115,000,000
Fourth                             2001            $115,000,000
First and thereafter               2002            $125,000,000
   Adjusted Consolidated EBITDA
     Schedule - 5                                  $
</TABLE>                                           ------------


7.       Capital Expenditures (Section 5.25)

         The Borrower shall not, and the Borrower shall not permit its
         Restricted Subsidiaries to, incur Capital Expenditures in any Fiscal
         Year, except that Capital Expenditures may be incurred up to an
         aggregate amount not exceeding (x) $40,000,000 in the 2000 Fiscal Year
         and (y) $37,500,000 in any Fiscal Year thereafter, provided that after
         giving effect to the incurrence of any Capital Expenditures permitted
         by this Section, no Default shall be in existence or be created
         thereby.

          (a)  Capital Expenditures incurred in Fiscal Year         $
               to date:                                              ----------


               Limitation: (a) may not exceed $40,000,000 in the 2000 Fiscal
                              Year and $37,500,000 in any Fiscal Year thereafter


                                       93
<PAGE>   100


                                                                    Schedule - 1


     (a) Liens Securing Debt In The Principal Amount of $50,000 or More which
are Not Permitted by Sections 5.1(a) through 5.16(g), inclusive, and
(l), (n) and (o)


<TABLE>
<CAPTION>

                                                     Relevant Provision of
Description of Lien    Amount of Debt Secured     Section 5.16 Permitting Same
-------------------    ----------------------     ----------------------------
<S>                    <C>                        <C>

1.                       $
  ----------------       ----------------               ---------------
2.                       $
  ----------------       ----------------               ---------------
3.                       $
  ----------------       ----------------               ---------------
4.                       $
  ----------------       ----------------               ---------------
5.                       $
  ----------------       ----------------               ---------------
6.                       $
  ----------------       ----------------               ---------------
7.                       $
  ----------------       ----------------               ---------------
8.                       $
  ----------------       ----------------               ---------------
9.                       $
  ----------------       ----------------               ---------------
</TABLE>

(b)  Aggregate Amount of Other Liens Securing Debt which are
     Not Permitted by Sections 5.1(a) through 5.16(g), inclusive
     and (l), (n) and (o)                                            $
                                                                      ----------
(c)  Aggregate Amount of All Debt Secured by Liens                   $
                                                                      ----------

                                       94
<PAGE>   101


                                                                    Schedule - 2


                       Adjusted Fixed Charge Coverage (2)

<TABLE>

<S>                                                           <C>
Adjusted Consolidated Net Income for:

      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------

       Total                                                  $
                                                               ----------

Adjusted Consolidated Interest Expense for:

      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------

       Total                                                  $
                                                               ----------

Operating Leases and Rentals for:

      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------
      quarter                                                 $
-----         -----                                            ----------

       Total                                                  $
                                                               ----------

Taxes for:

                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------
</TABLE>

Depreciation for:

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

(2)    Include Restricted Subsidiaries Only, and include only Fiscal Year to
       date for calculation at end of second and third Fiscal Quarter of 2000
       Fiscal Year


                                       95



<PAGE>   102

<TABLE>
<S>   <C>     <C>                                             <C>
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------

Amortization for:

                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------
</TABLE>


                                       96
<PAGE>   103


                                                                    Schedule - 4


                        Adjusted Consolidated Total Debt

<TABLE>
<CAPTION>

                                                     INTEREST
                                                       RATE                MATURITY                 TOTAL
                                                     --------              --------                 -----

<S>      <C>                                         <C>                   <C>                   <C>
(a)      Unsecured Borrowed Money
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Unsecured Borrowed Money                                                          $
                                                                                                  ----------
(b)      Deferred Purchase Price
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Deferred Purchase Price                                                           $
                                                                                                  ----------
(c)      Capitalized Leases
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Capitalized Leases                                                                $
                                                                                                  ----------
(d)      Secured Borrowed Money
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Secured Borrowed Money                                                            $
                                                                                                  ----------
(e)      Letters of Credit and Similar Instruments(3)
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Letters of Credit and Similar Instruments                                         $
                                                                                                  ----------
</TABLE>

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

(3)    Include only if have maturities of greater than 1 year


                                       97
<PAGE>   104


<TABLE>

<S>      <S>                                         <C>                   <C>                   <C>
(f)      Swaps
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Swaps                                                                             $
                                                                                                  ----------
(g)      Guaranties
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Guaranties                                                                        $
                                                                                                  ----------
(h)      Convertible Redeemable Capital Stock (4)
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Convertible Redeemable Capital Stock                                              $
                                                                                                  ----------
(i)      Convertible Subordinated Debt (2)
                                                                                                 $
         ===================                         ----------            ----------             ----------
                                                                                                 $
         ===================                         ----------            ----------             ----------

         Total Convertible Subordinated Debt                                                     $
                                                                                                  ----------
         ADJUSTED CONSOLIDATED TOTAL DEBT-sum of (a) plus (b)
         plus (c) plus (d) plus (e) plus (f) plus (g)                                            $
         less (h) less (i)                                                                        ----------
</TABLE>

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

(4)    Include only if current market value of an equity security into which it
       is convertible is greater than the conversion price for such security.


                                       98
<PAGE>   105

                                                                    Schedule - 5


                         Adjusted Consolidated EBITDA (5)

<TABLE>


<S>                                                           <C>
Adjusted Consolidated Net Income for:
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------

Adjusted Consolidated Interest Expense for:
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------

Taxes for:
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------

Depreciation for:
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------
</TABLE>

Amortization for:

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

(5)    Include Restricted Subsidiaries Only and for each Fiscal Quarter of the
       2000 Fiscal Year, include only calculation for such Fiscal Quarter

                                       99
<PAGE>   106

<TABLE>

<S>                                                           <C>
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------
Other Non-cash Charges for:

----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------
                                                              $
----- quarter -----                                            ----------

       Total                                                  $
                                                               ----------
</TABLE>


                                      100
<PAGE>   107

                                                                       EXHIBIT G


                            FLOWERS INDUSTRIES, INC.

                               CLOSING CERTIFICATE

     Reference is made to the Second Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of March 30, 2000, among Flowers Industries, Inc.,
the Banks listed therein, Wachovia Bank , N.A., as Agent, The Bank of Nova
Scotia, as Documentation Agent, and Bank of America, N.A., as Syndications
Agent. Capitalized terms used herein have the meanings ascribed thereto in the
Credit Agreement.

     Pursuant to Section 3.01(e) of the Credit Agreement,________________ , the
duly authorized____________ of Flowers Industries, Inc. hereby certifies to the
Agent and the Banks that (i) no Default has occurred and is continuing as of the
date hereof, and (ii) the representations and warranties contained in Article IV
of the Credit Agreement are true on and as of the date hereof.

     Certified as of this March 30, 2000.


                                          By:
                                             ----------------------------------

                                             Printed Name:
                                                          ---------------------
                                             Title:
                                                   ----------------------------


                                      101
<PAGE>   108


                                                                       EXHIBIT H


                            FLOWERS INDUSTRIES, INC.

                             SECRETARY'S CERTIFICATE

         The undersigned,_________________,_______________, Secretary of Flowers
Industries, Inc., a Georgia corporation (the "Borrower"), hereby certifies that
he has been duly elected, qualified and is acting in such capacity and that, as
such, [s]he is familiar with the facts herein certified and is duly authorized
to certify the same, and hereby further certifies, in connection with the Second
Amended and Restated Credit Agreement dated as of March 30, 2000 among the
Borrower, Wachovia Bank, N.A. as Agent and as a Bank, The Bank of Nova Scotia,
as Documentation Agent, and Bank of America, N.A., as Syndications Agent, and
certain other Banks listed on the signature pages thereof (capitalized terms
used herein without definition have the meanings given them therein), that:

     1. The Certificate of Incorporation of the Borrower delivered at the
closing of the Original Agreement is still in full force and effect on the date
hereof [EXCEPT THAT IT HAS BEEN AMENDED BY THE AMENDMENT ATTACHED HERETO AS
EXHIBIT A].

     2. The Bylaws of the Borrower delivered at the closing of the Original
Agreement are still in full force and effect on the date hereof [EXCEPT THAT
THEY HAVE BEEN AMENDED BY THE AMENDMENT ATTACHED HERETO AS EXHIBIT B].

     3. _____________________, who is _____________________ of the Borrower
signed the Credit Agreement and the Swing Loan Note on behalf of the Borrower,
was duly elected, qualified and acting as such at the time he signed the Credit
Agreement and the Swing Loan Note, and his signature appearing on the Credit
Agreement and the Swing Loan Note is his genuine signature.

     IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand as of
March 30, 2000.


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


                                      102
<PAGE>   109


                                                                       EXHIBIT I


                           MONEY MARKET QUOTE REQUEST

Wachovia Bank, N.A.,
  as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

         Re:      Money Market Quote Request

     This Money Market Quote Request is given in accordance with Section 2.03 of
the Second Amended and Restated Credit Agreement (as amended or modified from
time to time, the "Credit Agreement") dated as of March 30, 2000, among Flowers
Industries, Inc., the Banks from time to time parties thereto, Wachovia Bank,
N.A., as Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of
America, N.A., as Syndications Agent. Terms defined in the Credit Agreement are
used herein as defined therein.

     The Borrower hereby requests that the Agent obtain quotes for a Money
Market Borrowing based upon the following:

     1.   The proposed date of the Money Market Borrowing shall be
          ______________, _____ (the "Money Market Borrowing Date").1*

     2.   The aggregate amount of the Money Market Borrowing shall be $_____.2

     3.   The Stated Maturity Date(s) applicable to the Money Market Borrowing
          shall be days. _____(3)

                                        Very truly yours,

                                        FLOWERS INDUSTRIES, INC.


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

(1)  The date must be a Euro-Dollar Business Day.

(2)  The amount of the Money Market Borrowing is subject to Section 2.03(a) and
     (b).

(3)  The Stated Maturity Dates are subject to Section 2.03(b)(iii). The Borrower
     may request that up to 2 different Stated Maturity Dates be applicable to
     any Money Market Borrowing, provided that (i) each such Stated Maturity
     Date shall be deemed to be a


                                      103
<PAGE>   110


     separate Money Market Quote Request and (ii) the Borrower shall specify the
     amounts of such Money Market Borrowing to be subject to each such different
     Stated Maturity Date.


                                      104
<PAGE>   111


                                                                       EXHIBIT J


                               MONEY MARKET QUOTE

Wachovia Bank, N.A.,
  as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attention:  Syndications Group

         Re:  Money Market Quote to Flowers Industries, Inc.

     This Money Market Quote is given in accordance with Section 2.03(c)(ii) of
the Second Amended and Restated Credit Agreement (as amended or modified from
time to time, the "Credit Agreement") dated as of March 30, 2000, among Flowers
Industries, Inc. (the "Borrower"), the Banks from time to time parties thereto,
Wachovia Bank, N.A., as Agent, The Bank of Nova Scotia, as Documentation Agent,
and Bank of America, N.A., as Syndications Agent. Terms defined in the Credit
Agreement are used herein as defined therein.

     In response to the Borrower's Money Market Quote Request dated
_______________, _____, we hereby make the following Money Market Quote on the
following terms:

     1.  Quoting Bank:

     2.  Person to contact at Quoting Bank:

     3.  Date of Money Market Borrowing:1*

     4.  We hereby offer to make Money Market Loan(s) in the following maximum
principal amounts for the following Interest Periods and at the following rates:
<TABLE>
<CAPTION>

 <S>                        <C>                      <C>
  Maximum                    Stated
 Principal                  Maturity
  Amount (2)                 Date (3)                Rate Per Annum (4)





</TABLE>

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

*    All numbered footnotes appear on the last page of this Exhibit I


                                      105
<PAGE>   112


     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Credit Agreement,
irrevocably obligate(s) us to make the Money Market Loan(s) for which any
offer(s) [is] [are] accepted, in whole or in part (subject to the last sentence
of Section 2.03(c)(i) of the Credit Agreement).

                                         Very truly yours,

                                         [Name of Bank]


Dated:                                    By:
                                              -----------------------
------------------------                       Authorized

Officer

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






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

(1)  As specified in the related Money Market Quote Request.

(2)  The principal amount bid for each Stated Maturity Date may not exceed the
     principal amount requested. Money Market Quotes must be made for at least
     $10,000,000 or a larger integral multiple of $5,000,000.

(3)  The Stated Maturity Dates are subject to Section 2.03(b)(iii).

(4)  Subject to Section 2.03(c)(ii)(C).




                                      106
<PAGE>   113


                                  SCHEDULE 4.08


Updated February 1, 2000

                          DOMESTIC CORPORATE STRUCTURE
                                       OF
                            FLOWERS INDUSTRIES, INC.

<TABLE>
<CAPTION>

F:\TAX\DATA\AMIFILES\STRUCTUR.DOC                                                DATE AND STATE            FEDERAL
                                                                                 OF INCORPORATION            I.D.#
                                                                                 ----------------            -----

<S>                                                                              <C>        <C>           <C>
FLOWERS INDUSTRIES, INC.                                                         11/03/87   (GA           58-0244940

  S - Flowers Investments, Inc.                                                  04/07/97   (GA)          58-2343711

  S - Flowers Bakeries Brands, Inc.                                              05/26/98   (SC)
     ss - Flowers Bakeries, Inc.                                                 05/27/98   (GA)          59-3483283
         sss - Flowers Baking Company of Florida, Inc.
                  ssss - Flowers Baking Company of Miami, Inc.                   08/05/77   (FL)          59-1758784
                           p - Miami, Florida
                  ssss - Flowers Baking Company of Jacksonville, Inc.            01/03/77   (FL)          59-1718773
                           p - Jacksonville, Florida
                  ssss - Flowers Baking Co. of Bradenton, Inc.                   10/30/84   (FL)          58-1723981
                           p - Bradenton, Florida
         sss - Flowers Baking Company of Thomasville, Inc.                       06/30/78   (GA)          58-1330782
                           p - Thomasville, Georgia
         sss - Flowers Baking Co. of Villa Rica, Inc.                            11/23/93   (GA)          58-2109227
                           p - Villa Rica, Georgia
         sss - Flowers Baking Company of Opelika, Inc.                           06/28/78   (AL)          63-0752595
                           p - Opelika, Alabama
         sss - Hardin's Bakery, Incorporated                                     11/12/46   (AL)          63-0252356
                           p - Tuscaloosa, Alabama
         sss - Midtown Bakery, Inc.                                              10/22/96   (AL)          58-2272791
                           p - Atlanta, Georgia
         sss - Home Baking Company, Inc.                                         01/01/54   (AL)          63-0334970
                           p - Birmingham, Alabama
         sss - Huval Bakery, Incorporated                                        02/12/76   (LA)          59-1686698
                           p - Lafayette, Louisiana
                  ssss - Bunny Bread, Inc.                                       09/28/65   (LA)          72-0500448
                           p - New Orleans, Louisiana
                           sssss - Flowers Baking Co. of Baton Rouge, Inc.       07/20/87   (LA)          58-1740889
                           p - Baton Rouge, Inc.
         sss - Flowers Baking Company of Jamestown, Inc.                         07/02/84   (NC)          58-1567728
                           p - Jamestown, North Carolina
</TABLE>


                                      107
<PAGE>   114


<TABLE>

<S>                                                                              <C>        <C>           <C>
         sss - Franklin Baking Co.                                               1954       (NC)           56-0605051
                           p - Goldsboro, North Carolina
         sss - Flowers Baking Company of Lynchburg, Inc.                         12/13/77   (VA)           58-1309193
                           p - Lynchburg, Virginia
         sss - Flowers Baking Company of Norfolk, Inc.                           07/03/78   (VA)           58-1330779
                           p - Norfolk, Virginia
         sss - Flowers Baking Company of Morristown, Inc.                        07/15/80   (TN)           58-1403615
                           p - Morristown, Tennessee
         sss - Flowers Baking Company of Memphis, Inc.                           10/14/99   (TN)           62-1799669
                           p - Memphis, Tennessee
         sss - Schott's Bakery, Inc.                                             03/07/24   (TX)           74-0886850
                           p - Houston, Texas
         sss - Flowers Baking Company of West Virginia, Inc.                     06/26/85   (WV)           55-0654747
                           p - Bluefield, West Virginia
                  ssss - The Donut House, Inc.                                   11/17/69   (WV)           55-0517749
                           p - Charleston, West Virginia
         sss - Flowers Baking Company of Texas, Inc. (h)                         11/05/81   (TX)           58-1453104
                  ssss - Flowers Baking Company of Tyler, Inc.                   12/17/91   (GA)           75-1786865
                           p - Tyler, Texas
                           sssss - ButterKrust Bakery, Inc.                      09/21/94   (TX)           74-2720708
                           p - San Antonio, Texas
                  ssss - El Paso Baking Co., Inc.                                03/10/93   (TX)           74-2657988
                           (fna Flowers Distributing Co. of El Paso, Inc.)
                           p - El Paso, Texas
                           sssss - El Paso Baking Co. de Mexico, S.A. de C.V.    09/00/94   (Mexican Corp.)
                  ssss - San Antonio Baking Co., Inc.                            01/06/97   (TX)           74-2830409
                  ssss - Austin Baking Co., Inc.                                 02/03/97   (TX)           74-2830410
                  ssss - Corpus Christi Baking Co., Inc.                         02/18/97   (TX)           74-2830414
         sss - Flowers Baking Company of Fresno, Inc.                            11/10/86   (CA)           77-0130552
         sss - Flowers Baking Company of Texarkana, Inc.                         11/10/86   (AR)           71-0638493
                           p - Texarkana, Arkansas
         sss - Holsum Baking Company                                             03/27/46   (AR)           71-0209537
                           p - Pine Bluff, Arkansas
         sss - Shipley Baking Company                                            10/01/96   (AR)           71-0254043
                           p - Fort Smith, Arkansas
         sss - Flowers Baking Co. of Ohio, Inc.                                  01/02/96   (OH)           55-0747366
         sss - Storck Baking company f/n/a Flowers Acquisition Company           09/21/95   (WV)           55-0745937
                           p - Parkersburg, West Virginia
         sss - Flowers Baking Company of Memphis, Inc.                           10/14/99   (TN)           62-1799669
                           p - Memphis, Tennessee

S - Mrs. Smith's Bakeries, Inc.                                                  04/28/98   (GA)           58-2392473
     ss - Mrs. Smith's Bakery of Suwanee, Inc.                                   06/14/99   (GA)           8-2480300
     ss - European Bakers, Ltd.                                                  11/30/74   (GA)           58-0944858
                           p - Tucker, Georgia
</TABLE>


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<PAGE>   115


<TABLE>

<S>                                                                              <C>        <C>           <C>
         sss - Aunt Fanny's Bakery, Inc.                                         03/28/95   (GA)           58-2168689
                           p -  Atlanta, Georgia
     ss - Dan-Co Bakery, Inc.                                                    01/31/92   (GA)           58-1989098
                           p - Forest Park, Georgia
         sss - Daniels Home Bakery of North Carolina, Inc.                       04/13/93   (NC)           58-2023526
                           p - Lumberton, North Carolina
     ss - Table Pride, Inc.                                                      05/30/89   (GA)           58-1846861
                           p - Chamblee, Georgia
     ss - Mrs. Smith's Sales Support Group, Inc.(d)                              06/02/89   (GA)           58-1846859
         sss - Mrs. Smith's Foil Co., Inc.                                       02/02/98   (GA)           23-2947803
                           p - Pottstown, PA
     ss - Broad Street Bakeries, Inc. (d)                                        02/07/90   (GA)           58-1910488
     ss - Special Touch Bakeries, Inc. (d)                                       02/10/90   (GA)           58-1910485
     ss - Flowers Specialty of Suwanee, Inc. (d)                                 08/16/94   (GA)           58-2125051
     ss - Mrs. Smith's Frozen Bakery Distributors, Inc. (d)                      08/16/94   (GA)           58-2125054
                           p - Suwanee, Georgia
         sss - Mrs. Smith's Bakeries of Pennsylvania, Inc.                       04/30/96   (GA)           58-2236380
                           p - Pottstown, PA
         sss - Allied Frozen Food Services, Inc. (d)                             09/24/98   (NY)           13-3967930
     ss - Flowers Specialty Foods of Montgomery, Inc.                            03/31/89   (AL)           63-0998333
                           p - Montgomery, Alabama
     ss - Flowers Baking Company of South Carolina, Inc.                         08/21/69   (SC)           57-0518564
                           p - Spartanburg, South Carolina
     ss - Flowers Baking Company of Fountain Inn, Inc.                           12/17/76   (SC)           57-0641441
                           p - Fountain Inn, South Carolina
     ss - Flowers Baking Company of Chattanooga, Inc.                            12/30/77   (TN)           58-1333171
                           p - Crossville, Tennessee
     ss - Flowers Fresh Bakery Distributors, Inc. (d)                            08/01/94   (TN)           62-1574151
     ss - Aunt Fanny's Bakery of Pennsylvania, Inc.                              08/14/95   (PA)           25-1770720
                           p - North East, Pennsylvania
     ss - Mrs. Smith's Bakeries of London, Inc.                                  05/31/83   (KY)           61-1027735
                           p - London, Kentucky
         sss - Bluebird Brands, Inc. (d)                                         02/10/90   (GA)           31-1307421
     ss - Pies, Inc.,                                                            07/30/91   (MN)           58-1953616
                           p - Chaska, Minnesota
         sss - Mrs. Smith's Brands, Inc.                                                    (SC)           57-1069445
     ss - Stilwell Foods, Inc.                                                   04/01/74   (OK)           73-0962847
                           p - Stilwell, Oklahoma
         sss - Stilwell Foods of Texas, Inc. (i)                                 12/18/91   (OK)           74-1791072
                           (f/k/a Rio Grande Foods, Inc.)
                           p - McAllen, Texas
         sss - Stilwell Foods Manpower of Texas, Inc.                            12/27/82   (TX)           73-1167155
                           (f/k/a Rio Grande Foods Manpower)
     ss - Flowers Holding Co., Inc.
</TABLE>


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<PAGE>   116


                          DOMESTIC CORPORATE STRUCTURE
                                       OF
                            FLOWERS INDUSTRIES, INC.


S        - subsidiary of Flowers Industries, Inc.
ss       - subsidiary of a subsidiary
sss      - subsidiary of a subsidiary of a sub subsidiary
ssss     - subsidiary of a subsidiary of a subsidiary of a subsidiary
sssss    - subsidiary of a subsidiary of a subsidiary of a subsidiary of a
           subsidiary
p        - location
(h)      - holding company
(i)      - inactive
(d)      - distribution


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