Exhibit 4.6






                  $170,000,000 REVOLVING LOANS

                      $80,000,000 TERM LOAN

                        CREDIT AGREEMENT

                              AMONG

                         ROUNDY'S, INC.,

                          THE LENDERS,

                       BANK ONE, WISCONSIN
                            AS AGENT,

                  HARRIS TRUST AND SAVINGS BANK
                     AND NATIONAL CITY BANK
                    AS CO-SYNDICATION AGENTS,

                               AND

                 BANC ONE CAPITAL MARKETS, INC.
              AS LEAD ARRANGER AND SOLE BOOK RUNNER


                   Dated as of March 31, 2000

<PAGE>


                          TABLE OF CONTENTS




ARTICLE I.  DEFINITIONS                                                  1

ARTICLE II.  THE CREDITS                                                20

          2.1.      Term Loans.                                         20
                    2.1.1.    Making the Term Loans.                    20
                    2.1.2     Interest Repayment Dates; Repayment
                    of the Term Loans.                                  20
          2.2.      Revolving Loans.                                    21
                    2.2.1.    Making the Revolving Loans.               22
                    2.2.2.    Interest Repayment Dates;
                    Repayment of the Revolving  Loans.                  22
          2.3       Swing Line Loans.                                   22
                    2.3.1.    Amount of Swing Line Loans.               22
                    2.3.2.    Borrowing Notice.                         22
                    2.3.3.    Making of Swing Line Loans.               22
                    2.3.4.    Repayment of Swing Line Loans.            23
          2.4       Types of Advances                                   23
          2.5       Commitment Fee; Reduction in Aggregate Revolving
                    Loan Commitment                                     24
          2.6       Minimum Amount of Each Advance                      24
          2.7       Certain Principal Payments.                         24
                    2.7.1     Optional Payments.                        24
                    2.7.2     Mandatory Payments.                       25
          2.8       Method of Selecting Types and Interest Periods
                    for New Advances.                                   26
          2.9       Conversion and Continuation of Outstanding
                    Advances.                                           26
          2.10      Changes in Interest Rate, etc.                      27
          2.11      Rates Applicable After Default.                     27
          2.12      Method of Payment.                                  27
          2.13      Noteless Agreement; Evidence of Indebtedness.       28
          2.14      Telephonic Notices.                                 28
          2.15      Interest and Fees Basis.                            28
          2.16      Notification of Advances, Interest Rates,
                    Prepayment and Commitment Reduction.                29
          2.17      Lending Installations.                              29
          2.18      Non-Receipt of Funds by the Agent.                  29
          2.19.     Facility LCs.                                       29
                    2.19.1.   Issuance.                                 29
                    2.19.2.   Participations.                           30
<PAGE>
                    2.19.3.   Notice.                                   29
                    2.19.4.   LC Fees.                                  30
                    2.19.5.   Administration; Reimbursement by Lenders. 30
                    2.19.6.   Reimbursement by Borrower.                31
                    2.19.7.   Obligations Absolute                      31
                    2.19.8.   Actions of LC Issuer.                     32
                    2.19.9.   Indemnification.                          32
                    2.19.10.  Lenders' Indemnification.                 33
                    2.19.11.  Facility LC Collateral Account.           33
                    2.19.12.  Rights as a Lender.                       33
          2.20      Replacement of Lender.                              33

ARTICLE III.  YIELD PROTECTION; TAXES                                   34
          3.1       Yield Protection.                                   34
          3.2       Changes in Capital Adequacy Regulations.            35
          3.3       Availability of Types of Advances.                  35
          3.4       Funding Indemnification.                            35
          3.5       Taxes.                                              36
          3.6       Lender Statements; Survival of Indemnity.           37

ARTICLE IV.  CONDITIONS PRECEDENT                                       38
          4.1       Initial Credit Extension.                           38
          4.2       Each Credit Extension.                              41

ARTICLE V.  REPRESENTATIONS AND WARRANTIES                              41
          5.1       Organization and Qualification.                     41
          5.2       Subsidiaries.                                       41
          5.3       Power and Authority.                                42
          5.4       Validity and Binding Effect.                        42
          5.5.      No Conflict.                                        42
          5.6.      Litigation.                                         42
          5.7.      Title to Properties.                                43
          5.8.      Financial Statements.                               43
          5.9.      Use of Proceeds; Margin Stock.                      43
          5.10      Full Disclosure.                                    44
          5.11.     Taxes                                               44
          5.12.     Consents and Approvals.                             44
          5.13.     No Event of Default; Compliance with Instruments.   44
          5.14.     Patents, Trademarks, Copyrights, Licenses, Etc.     44
          5.15.     Insurance.                                          45
          5.16.     Compliance with Laws.                               45
          5.17.     Material Contracts; Burdensome Restrictions.        45
          5.18.     Investment Companies: Regulated Entities.           45
          5.19.     Plans and Benefit Arrangements.                     45
<PAGE>
          5.20.     Employment Matters.                                 46
          5.21.     Environmental Matters.                              47
          5.22      Subordinated Indebtedness.                          48
          5.23.     Updates to Schedules.                               48
          5.24      Solvency.                                           48

ARTICLE VI.  COVENANTS                                                  49
          6.1.      Affirmative Covenants.                              49
                    6.1.1.    Preservation of Existence, Etc.           49
                    6.1.2.    Payment of Liabilities, Including
                    Taxes, Etc.                                         49
                    6.1.3.    Maintenance of Insurance.                 50
                    6.1.4.    Maintenance of Properties and Leases.     50
                    6.1.5.    Maintenance of Patents, Trademarks, Etc.  50
                    6.1.6.    Visitation Rights.                        50
                    6.1.7.    Keeping of Records and Books of Account.  50
                    6.1.8.    Plans and Benefit Arrangements.           50
                    6.1.9.    Compliance with Laws.                     51
                    6.1.10.   Use of Proceeds.                          51
                    6.1.10.1.   General.                                51
                    6.1.10.2.   Margin Stock.                           51
                    6.1.10.3.   Section 20 Subsidiaries.                51
                    6.1.11.   Subordination of Intercompany Loans.      51
                    6.1.12.   Rate Management Transactions.             51
          6.2.      Negative Covenants.                                 51
                    6.2.1.    Indebtedness.                             52
                    6.2.2.    Liens.                                    52
                    6.2.3.    Contingent Obligations.                   52
                    6.2.4.    Loans and Investments.                    53
                    6.2.5.    Dividends and Related Distributions.      54
                    6.2.6.    Liquidations, Mergers, Consolidations,
                              Acquisitions.                             54
                    6.2.7.    Dispositions of Assets or Subsidiaries.   55
                    6.2.8.    Affiliate Transactions.                   55
                    6.2.9.    Subsidiaries, Partnerships and
                              Joint Ventures.                           55
                    6.2.9.1.  New Subsidiaries.                         55
                    6.2.9.2.  Joinder of Subsidiaries as Required
                              Under Other Circumstances.                56
                    6.2.10.   Continuation of or Change in Business.    56
                    6.2.11.   Plans and Benefit Arrangements.           56
                    6.2.12.   Fiscal Year.                              57
                    6.2.13.   Changes in Organizational Documents.      57
                    6.2.14.   Financial Covenants.                      57
                    6.2.14.1. Minimum Net Worth.                        58
                    6.2.14.2. Leverage Ratio.                           58
                    6.2.14.3. Fixed Charge Coverage Ratio.              58
<PAGE>
                    6.2.14.4. Capital Expenditures.                     59
                    6.2.15.   Subordinated Indebtedness.                59
                    6.2.16.   Sale of Accounts.                         59
                    6.2.17.   Sale and Leaseback Transactions and
                              other Off-Balance Sheet Liabilities.      59
                    6.2.18.   Financial Contracts.                      59
          6.3.      Reporting Requirements.                             59
                    6.3.1     Quarterly Financial Statements            60
                    6.3.2.    Annual Financial Statements.              60
                    6.3.3.    Certificate of the Borrower.              60
                    6.3.4.    Notice of Default.                        60
                    6.3.5.    Notice of Litigation.                     61
                    6.3.6.    Forecasts, Other Reports and Information. 61
                    6.3.7.    Notices Regarding Plans and Benefit
                              Arrangements.                             61
                    6.3.7.1.  Certain Events.                           61
                    6.3.7.2.  Notices of Involuntary Termination and
                              Annual Reports.                           62
                    6.3.7.3.  Notice of Voluntary Termination.          62

ARTICLE VII.  DEFAULTS                                                  63

ARTICLE VIII.  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES           65

          8.1       Acceleration; Facility LC Collateral Account.       65
          8.2       Amendments.                                         66
          8.3       Preservation of Right.                              67

ARTICLE IX.  GENERAL PROVISIONS                                         68
          9.1       Survival of Representations.                        68
          9.2       Governmental Regulation.                            68
          9.3       Headings.                                           68
          9.4       Entire Agreement.                                   68
          9.5       Several Obligations; Benefits of this Agreement.    68
          9.6       Expenses; Indemnification.                          68
          9.7       Number of Documents.                                69
          9.8       Accounts.                                           69
          9.9       Severability of Provisions.                         69
          9.10      Nonliability of Lenders.                            69
          9.11      Confidentiality.                                    70
          9.12.     Nonreliance                                         70
          9.13      Disclosure.                                         70

ARTICLE X.  THE AGENT                                                   70
          10.1      Appointment; Nature of Relationship.                70
          10.2      Powers.                                             71
          10.3      General Immunity.                                   71
<PAGE>
          10.4.     No Responsibility for Loans, Recitals, etc.         71
          10.5      Action on Instructions of Lenders.                  71
          10.6      Employment of Agents and Counsel.                   72
          10.7      Reliance on Documents; Counsel.                     72
          10.8      Agent's Reimbursement and Indemnification.          72
          10.9      Notice of Default.                                  72
          10.10     Rights as a Lender.                                 73
          10.11     Lender Credit Decision.                             73
          10.12.    Successor Agent                                     73
          10.13.    Agent's Fee.                                        74
          10.14     Delegation to Affiliates.                           74
          10.15     Execution of Collateral Documents.                  74
          10.16     Collateral Releases.                                74
          10.17     Co-Agents, Documentation Agent, Syndication
                    Agent, etc.                                         74

ARTICLE XI.  SETOFF; RATABLE PAYMENTS                                   74
          11.1      Setoff.                                             74
          11.2      Ratable Payments.                                   75

ARTICLE XII.  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS         75
          12.1      Successors and Assigns.                             75
          12.2      Participations.                                     76
                    12.2.1    Permitted Participants; Effect.           76
                    12.2.2    Voting Rights.                            76
                    12.2.3    Benefit of Setoff.                        76
          12.3      Assignments.                                        76
                    12.3.1    Permitted Assignments.                    76
                    12.3.2    Effect; Effective Date.                   77
          12.4      Dissemination of Information.                       77
          12.5      Tax Treatment.                                      77

ARTICLE XIII.  NOTICES                                                  78
          13-1      Notices                                             78
          13.2      Change of Address.                                  78

ARTICLE XIV.  COUNTERPARTS                                              78

ARTICLE XV.  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
             TRIAL                                                      79
          15.1      Choice of Law.                                      79
          15.2      Consent to Jurisdiction.                            79
          15.3      Waiver of Jury Trial.                               79
<PAGE>

                          CREDIT AGREEMENT

      This  Credit Agreement, dated as of March 31, 2000,  is  among
Roundy's,  Inc., the Lenders and Bank One, Wisconsin, as  LC  Issuer
and as Agent.  The parties hereto agree as follows:


                              ARTICLE I

                             DEFINITIONS
                             ------------

     As used in this Agreement, the following terms shall have the
following meanings:

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

      "Advance" means a borrowing hereunder, (i) made by the Lenders
on  the  same Borrowing Date, or (ii) converted or continued by  the
Lenders  on the same date of conversion or continuation, consisting,
in  either case, of the aggregate amount of the several Loans (other
than  Swing  Line  Loans)  of the same Type  and,  in  the  case  of
Eurodollar Loans, for the same Interest Period.

      "Affiliate" of any Person means any other Person  directly  or
indirectly  controlling, controlled by or under common control  with
such Person.  A Person shall be deemed to control another Person  if
the  controlling  Person owns 10% or more of  any  class  of  voting
securities  (or other ownership interests) of the controlled  Person
or  possesses, directly or indirectly, the power to direct or  cause
the  direction  of  the  management or policies  of  the  controlled
Person,   whether  through  ownership  of  stock,  by  contract   or
otherwise.

       "Agent"  means  Bank  One  in  its  capacity  as  contractual
representative of the Lenders pursuant to Article X, and not in  its
individual  capacity as a Lender, and any successor Agent  appointed
pursuant to Article X.

      "Agent's Letter" shall have the meaning assigned to that  term
in Section 10.13.
<PAGE>
      "Aggregate  Commitment" means the aggregate of the Commitments
of  all  the Lenders, as reduced from time to time pursuant  to  the
terms hereof.

     "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all Lenders.

     "Aggregate Outstanding Revolving Credit Exposure" means, at any
time, the aggregate of the Outstanding Revolving Credit Exposure  of
all Lenders.

      "Aggregate  Revolving Loan Commitment" means the aggregate  of
the  Revolving Loan Commitments of all the Lenders, as reduced  from
time to time pursuant to the terms hereof.

      "Aggregate  Term Loan Commitment" means the aggregate  of  the
Term Loan Commitments of all the Lenders.

      "Agreement" means this credit agreement, as it may be  amended
or modified and in effect from time to time.

      "Agreement  Accounting  Principles" means  generally  accepted
accounting principles as in effect from time to time, applied  in  a
manner   consistent  with  that  used  in  preparing  the  financial
statements referred to in Section 5.8.

      "Alternate  Base Rate" means, for any day, a rate of  interest
per annum equal to the higher of (i) the Prime Rate for such day  or
(ii)  the sum of the Federal Funds Effective Rate for such day  plus
1/2% per annum.

      "Applicable Fee Rate" means, at any time, the percentage  rate
per  annum  at  which  commitment fees are accruing  on  the  unused
portion  of the Aggregate Revolving Loan Commitment at such time  as
set forth in the Pricing Schedule.

     "Applicable Margin" means, with respect to Credit Extensions of
any  Type  at  any  time, the percentage rate  per  annum  which  is
applicable  at such time with respect to Credit Extensions  of  such
Type as set forth in the Pricing Schedule.

      "Arranger"  means Banc One Capital Markets, Inc.,  a  Delaware
corporation,  and its successors, in its capacity as  Lead  Arranger
and Sole Book Runner.

      "Article"  means an article of this Agreement  unless  another
document is specifically referenced.

     "Asset Disposition" means the sale, sale leaseback, exchange or
similar disposition (including by means of merger, consolidation  or
amalgamation) of any Property, business or assets of the Borrower or
its  Subsidiaries  (other than sales of inventory  in  the  ordinary
course  of business or obsolete or worn-out Property in the ordinary
course of business) to any Person or Persons other than the Borrower
or any of its Subsidiaries.
<PAGE>
      "Authorized Representative" means: (i) with respect to or  for
purposes  of any notice or communication initiated by a  Loan  Party
pursuant  to  Article  II of this Agreement, any  of  the  following
individuals:  Robert Ranus, Edward Kitz, Kim Brurok or Beth  Preston
or  such  other  persons  as the Borrower  may  from  time  to  time
designate in writing to the Agent, acting singly: (ii) with  respect
to any other reference herein to an "Authorized Representative" of a
Loan Party, any of the President, Chief Financial Officer, Secretary
or  Treasurer  of  such Loan Party, acting singly;  and  (iii)  with
respect  to  any reference herein to an "Authorized Person"  of  any
Lender,  any  Vice  President or Director  of  such  Lender,  acting
singly.

      "Bank  One"  means  Bank  One, Wisconsin,  in  its  individual
capacity, and its successors and assigns.

      "Benefit  Arrangement" means at any time an "employee  benefit
plan," within the meaning of Section 3(3) of ERISA, which is neither
a  Plan  nor a Multiemployer Plan and which is maintained, sponsored
or otherwise contributed to by any member of the Controlled Group.

      "Borrower" means Roundy's, Inc., a Wisconsin corporation,  and
its successors and assigns.

      "Borrowing  Date" means a date on which a Credit Extension  is
made hereunder.

     "Borrowing Notice" is defined in Section 2.8.

     "Business Day" means (i) with respect to any borrowing, payment
or  rate  selection  of Eurodollar Advances, a  day  (other  than  a
Saturday or Sunday) on which banks generally are open in Chicago and
New  York  for the conduct of substantially all of their  commercial
lending  activities, interbank wire transfers can  be  made  on  the
Fedwire system and dealings in United States dollars are carried  on
in  the  London interbank market and (ii) for all other purposes,  a
day  (other than a Saturday or Sunday) on which banks generally  are
open  in  Chicago  for  the conduct of substantially  all  of  their
commercial  lending activities and interbank wire transfers  can  be
made on the Fedwire system.

       "Capital   Expenditures"  means,  without  duplication,   any
expenditures  for  any purchase or other acquisition  of  any  asset
which  would  be  classified  as a  fixed  or  capital  asset  on  a
consolidated  balance  sheet of the Borrower  and  its  Subsidiaries
prepared   in   accordance  with  Agreement  Accounting   Principles
excluding  (i)  expenditures of insurance  proceeds  to  rebuild  or
replace   any  asset  after  a  casualty  loss  and  (ii)  leasehold
improvement  expenditures for which the Borrower or a Subsidiary  is
reimbursed promptly by the lessor.

      "Capitalized Lease" of a Person means any lease of Property by
such  Person as lessee which would be capitalized on a balance sheet
of  such  Person  prepared in accordance with  Agreement  Accounting
Principles.
<PAGE>
     "Capitalized Lease Obligations" of a Person means the amount of
the  obligations of such Person under Capitalized Leases which would
be  shown  as a liability on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

      "Cash Equivalent Investments" means (i) direct obligations  of
the  United  States  of  America or any  agency  or  instrumentality
thereof  or obligations backed by the full faith and credit  of  the
United States of America maturing in twelve (12) months or less from
the  date  of acquisition; (ii) commercial paper either (A) maturing
in  270  days  or less rated not lower than A-1, by S&P  or  P-1  or
better by Moody's on the date of acquisition or (B) maturing  in  30
days or less which is not rated but with respect to which the issuer
has an unconditional line of credit supporting the repayment of such
paper with a commercial bank whose obligations are rated A-1,  A  or
the  equivalent  or better by S&P on the date of acquisition;  (iii)
demand  deposits, time deposits or certificates of deposit  maturing
within one year in commercial banks whose obligations are rated A-1,
A or the equivalent or better by S&P on the date of acquisition; and
(iv)  money market accounts or mutual fund accounts investing solely
in securities described in (i) through (iii) above.

      "Change in Control" means the acquisition by any Person (other
than the Roundy's, Inc. Voting Trust), or two or more Persons acting
in  concert,  of  beneficial ownership (within the meaning  of  Rule
13d-3 of the Securities and Exchange Commission under the Securities
Exchange  Act of 1934) of 30% or more of the outstanding  shares  of
voting stock of the Borrower.

      "Closing  Date"  means  the  date upon  which  the  conditions
precedent  to  the initial Credit Extension have been  satisfied  or
waived by the Lenders and the Term Loans and initial Revolving Loans
are made hereunder.

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

      "Collateral  Documents" means, collectively,  the  Pledge  and
Security Agreement and the Mortgages.

     "Collateral Shortfall Amount" is defined in Section 8.1.

       "Commitment"  means,  for  each  Lender,  collectively,  such
Lender's Revolving Loan Commitment and Term Loan Commitment.

      "Consolidated Capital Expenditures" means, with  reference  to
any  period,  the  Capital  Expenditures of  the  Borrower  and  its
Subsidiaries calculated on a consolidated basis for such period.

      "Consolidated EBITDA" means Consolidated Net Income  plus,  to
the  extent  deducted from revenues in determining Consolidated  Net
Income, (i) Patronage Dividends, (ii) Consolidated Interest Expense,
(iii)  expense  for  taxes paid or accrued, (iv)  depreciation,  (v)
amortization  and (vi) extraordinary losses incurred other  than  in
the  ordinary course of business, minus, to the extent  included  in
<PAGE>
Consolidated Net Income, extraordinary gains realized other than  in
the ordinary course of business, all calculated for the Borrower and
its Subsidiaries on a consolidated basis.

      "Consolidated  Funded  Indebtedness" means  at  any  time  the
aggregate  dollar  amount  of Consolidated  Indebtedness  which  has
actually been funded and is outstanding at such time, whether or not
such amount is due or payable at such time.

      "Consolidated Indebtedness" means at any time the Indebtedness
of  the  Borrower and its Subsidiaries calculated on a  consolidated
basis as of such time.

      "Consolidated  Intangible Assets" means at any  time  goodwill
(including any amounts, however designated, representing the  excess
of  the  purchase price paid for assets or stock acquired subsequent
to the date of this Agreement over the value assigned thereto on the
books  of  the Borrower and its Subsidiaries), patents,  trademarks,
trade  names,  copyrights  and all other intangible  assets  of  the
Borrower and its Subsidiaries calculated on a consolidated basis  as
of such time.

      "Consolidated Interest Expense" means, with reference  to  any
period,  the  interest expense of the Borrower and its  Subsidiaries
calculated on a consolidated basis for such period.

      "Consolidated Net Income" means, with reference to any period,
the  net  income  (or  loss) of the Borrower  and  its  Subsidiaries
calculated on a consolidated basis for such period.

     "Consolidated Net Rentals" means, with reference to any period,
the Net Rentals of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

      "Consolidated  Net Worth" means at any time  the  consolidated
stockholders' equity of the Borrower and its Subsidiaries calculated
on  a consolidated basis as of such time plus the book value of  the
Borrower's redeemable common stock.

      "Consolidated  Tangible Assets" means at any  time  the  total
amount  of  all  assets of the Borrower and its  Subsidiaries  (less
depreciation,  depletion  and  other properly  deductible  valuation
reserves) less all Consolidated Intangible Assets.

      "Consolidated  Working  Capital" means,  as  at  any  date  of
determination, the excess, if any, of (i) the current assets of  the
Borrower and its Subsidiaries calculated on a consolidated basis  at
such  date  (except cash and Cash Equivalent Investments) over  (ii)
the  current  liabilities  of  the  Borrower  and  its  Subsidiaries
calculated  on  a  consolidated basis at such date  (except  current
maturities of long-term debt and Revolving Loans as of such date and
all accrued interest as of such date).

      "Contingent  Obligation"  of  a Person  means  any  agreement,
undertaking   or  arrangement  by  which  such  Person   guarantees,
contingently agrees to purchase or provide funds for the payment of,
<PAGE>
or  otherwise becomes or is contingently liable upon, the obligation
or  liability  of  any other Person, or agrees to maintain  the  net
worth  or working capital or other financial condition of any  other
Person,  or  otherwise  assures any creditor of  such  other  Person
against  loss,  including, without limitation, any  comfort  letter,
operating agreement, take-or-pay contract or the obligations of  any
such Person as general partner of a partnership with respect to  the
liabilities of the partnership.

     "Conversion/Continuation Notice" is defined in Section 2.9.

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

      "Credit  Extension"  means the making of  an  Advance  or  the
issuance of a Facility LC hereunder.

     "Default" means an event described in Article VII.

      "Environmental Complaint" means any written complaint  setting
forth  a  cause of action for personal or property damage or natural
resource  damage  or equitable relief, order, notice  of  violation,
citation,   request   for  information  issued   pursuant   to   any
Environmental  Laws by an Official Body, subpoena or  other  written
notice  of any type relating to, arising out of, or issued  pursuant
to,  any  of the Environmental Laws or any Environmental Conditions,
as the case may be.

       "Environmental  Conditions"  means  any  conditions  of   the
environment,  including the workplace, the ocean, natural  resources
(including  flora  or fauna), soil, surface water, groundwater,  any
actual or potential drinking water supply sources, substrata or  the
ambient  air, relating to or arising out of, or caused by, the  use,
handling, storage, treatment, recycling, generation, transportation,
release,   spilling,   leaking,  pumping,   emptying,   discharging,
injecting, escaping, leaching, disposal, dumping, threatened release
or   other  management  or  mismanagement  of  Regulated  Substances
resulting from the use of, or operations on, any Property.

      "Environmental Laws" means any and all federal,  state,  local
and   foreign   statutes,  laws,  judicial  decisions,  regulations,
ordinances,  rules, judgments, orders, decrees, plans,  injunctions,
permits,  concessions, grants, franchises, licenses, agreements  and
other  governmental restrictions relating to (i) the  protection  of
the environment, (ii) the effect of the environment on human health,
(iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground  water  or
land,  or  (iv)  the  manufacture,  processing,  distribution,  use,
treatment,  storage, disposal, transport or handling of  pollutants,
contaminants,  hazardous substances or wastes  or  the  clean-up  or
other remediation thereof.

      "ERISA" means the Employee Retirement Income Security  Act  of
1974,  as  amended  from time to time, and any  rule  or  regulation
issued thereunder.

      "Eurodollar  Advance" or "Eurodollar Loan"  means  an  Advance
which,  except as otherwise provided in Section 2.11, bears interest
at the applicable Eurodollar Rate.
<PAGE>
      "Eurodollar  Base Rate" means, with respect  to  a  Eurodollar
Advance  for  the  relevant Interest Period, the applicable  British
Bankers' Association Interest Settlement Rate for deposits  in  U.S.
dollars  appearing on Reuters Screen FRBD as of 11:00  a.m.  (London
time)  two  Business Days prior to the first day  of  such  Interest
Period,  and  having  a  maturity equal  to  such  Interest  Period,
provided  that, (i) if Reuters Screen FRBD is not available  to  the
Agent  for any reason, the applicable Eurodollar Base Rate  for  the
relevant  Interest  Period shall instead be the  applicable  British
Bankers' Association Interest Settlement Rate for deposits  in  U.S.
dollars  as  reported  by any other generally  recognized  financial
information service as of 11:00 a.m. (London time) two Business Days
prior  to  the  first  day of such Interest  Period,  and  having  a
maturity equal to such Interest Period, and (ii) if no such  British
Bankers'  Association Interest Settlement Rate is available  to  the
Agent, the applicable Eurodollar Base Rate for the relevant Interest
Period  shall instead be the rate determined by the Agent to be  the
rate at which Bank One or one of its Affiliate banks offers to place
deposits  in  U.S.  dollars with first-class  banks  in  the  London
interbank  market  at  approximately 11:00 a.m.  (London  time)  two
Business Days prior to the first day of such Interest Period, in the
approximate amount of Bank One's relevant Eurodollar Loan and having
a maturity equal to such Interest Period.

      "Eurodollar Rate" means, with respect to a Eurodollar  Advance
for the relevant Interest Period, the sum of (i) the quotient of (a)
the Eurodollar Base Rate applicable to such Interest Period, divided
by  (b)  one minus the Reserve Requirement (expressed as a  decimal)
applicable to such Interest Period, plus (ii) the Applicable Margin.

      "Excess Cash Flow" means, for any fiscal year of the Borrower,
an  amount equal to the Borrower's (i) Consolidated EBITDA for  such
period  minus  (ii) income taxes paid in cash for such period  minus
(iii)  Consolidated Capital Expenditures paid in  cash  during  such
period  minus  (iv) Consolidated Interest Expense  for  such  period
minus  (v)  all payments of the principal portion of the Term  Loans
and  scheduled amortization of the principal portion  of  all  other
term  Indebtedness of the Borrower and its Subsidiaries during  such
period  minus  (vi)  cash payments in respect of  extraordinary  and
nonrecurring  items minus (vii) the increase (or plus the  decrease)
in  Consolidated Working Capital during such period (provided,  that
for  purposes  of  determining the Borrower's  Consolidated  Working
Capital for its 2000 fiscal year, the amount of Working Capital  (as
hereinafter defined) of any Person that the Borrower acquires during
its  2000  fiscal year (an "Acquired Person") shall be added  as  an
asset  to  the  Borrower's  audited consolidated  and  consolidating
balance  sheet  dated  as of January 1, 2000; for  purposes  hereof,
"Working  Capital"  means,  as at any  date  of  determination,  the
excess,  if  any,  of (A) the current assets of the Acquired  Person
calculated   at   such  date  (except  cash  and   Cash   Equivalent
Investments) over (B) the current liabilities of the Acquired Person
calculated at such date (except current maturities of long-term debt
and  all  accrued  interest as of such date) minus (viii)  Patronage
Dividends  paid  in cash in an amount not to exceed  thirty  percent
(30%)  of  all  Patronage Dividends, in each case as  calculated  in
accordance  with Agreement Account Principles minus  (ix)  permitted
redemptions of Borrower's common stock.

      "Excluded  Taxes"  means,  in  the  case  of  each  Lender  or
applicable Lending Installation and the Agent, taxes imposed on  its
overall net income, and franchise taxes imposed on it under the laws
of any jurisdiction.
<PAGE>
      "Exhibit"  refers  to  an exhibit to  this  Agreement,  unless
another document is specifically referenced.

      "Existing  Letters of Credit" means those  letters  of  credit
outstanding on the Closing Date and identified on Schedule 2.19.

     "Facility LC" is defined in Section 2.19.1.

     "Facility LC Application" is defined in Section 2.19.3.

       "Facility  LC  Collateral  Account"  is  defined  in  Section
2.19.11.

      "Federal Funds Effective Rate" means, for any day, an interest
rate  per  annum  equal  to the weighted average  of  the  rates  on
overnight  Federal funds transactions with members  of  the  Federal
Reserve  System arranged by Federal funds brokers on  such  day,  as
published for such day (or, if such day is not a Business  Day,  for
the  immediately preceding Business Day) by the Federal Reserve Bank
of  New York, or, if such rate is not so published for any day which
is  a  Business  Day, the average of the quotations at approximately
10:00  a.m. (Chicago time) on such day on such transactions received
by the Agent from three Federal funds brokers of recognized standing
selected by the Agent in its sole discretion.

      "Financial Contract" of a Person means (i) any exchange-traded
or  over-the-counter futures, forward, swap or  option  contract  or
other financial instrument with similar characteristics or (ii)  any
Rate Management Transaction.

      "Floating Rate" means, for any day, a rate per annum equal  to
(i)  the  Alternate Base Rate for such day plus (ii) the  Applicable
Margin,  in each case changing when and as the Alternate  Base  Rate
changes.

      "Floating  Rate  Advance" or "Floating  Rate  Loan"  means  an
Advance  which, except as otherwise provided in Section 2.11,  bears
interest at the Floating Rate.

      "General  Intangibles  Mortgage" means  that  certain  General
Intangibles Mortgage and Security Agreement dated as of the  Closing
Date,  executed  by  the Borrower in favor of  the  Agent,  for  the
ratable benefit of the Lenders, as it may be amended or modified and
in effect from time to time.

     "Guarantors" means each of the Borrower's Subsidiaries that are
parties to the Guaranty, and their successors and assigns.

     "Guaranty" means that certain Guaranty dated as of the Closing
Date, executed by certain of the Borrower's direct and indirect
Subsidiaries as identified therein in favor of the Agent, for the
ratable benefit of the Lenders, as it may be amended or modified and
in effect from time to time.
<PAGE>
      "Indebtedness" of a Person means such Person's (i) obligations
for  borrowed  money,  (ii)  obligations representing  the  deferred
purchase price of Property or services (other than accounts  payable
arising in the ordinary course of such Person's business payable  on
terms  customary in the trade), (iii) obligations,  whether  or  not
assumed,  secured  by  Liens  or payable  out  of  the  proceeds  or
production from Property now or hereafter owned or acquired by  such
Person,  (iv) obligations which are evidenced by notes, acceptances,
or  other  similar instruments, (v) obligations of  such  Person  to
purchase  securities  or  other  Property  arising  out  of  or   in
connection  with  the  sale  of the same  or  substantially  similar
securities  or  Property, (vi) Capitalized Lease  Obligations  (vii)
Contingent Obligations, (viii) Reimbursement Obligations,  (ix)  Net
Mark-to-Market Exposure under Rate Management Transactions and other
Financial  Contracts, (x) Off-Balance Sheet Liabilities,  (xi)  Sale
and  Leaseback  Transactions, and (xii)  any  other  obligation  for
borrowed  money  or other similar financial accommodation  which  in
accordance with Agreement Accounting Principles would be shown as  a
liability  on  the  consolidated balance sheet of such  Person,  but
excluding  guaranties  by  one Loan Party  of  the  Indebtedness  of
another Loan Party.

      "Ineligible  Security" means any security  which  may  not  be
underwritten  or  dealt in by member banks of  the  Federal  Reserve
System  under  Section  16 of the Banking Act  of  1933  (12  U.S.C.
Section 24, Seventh), as amended.

      "Intercompany  Subordination  Agreement"  means  that  certain
subordination agreement among the Loan Parties in the form  attached
hereto as Exhibit 1.1(A).

      "Interest Period" means, with respect to a Eurodollar Advance,
a  period  of one, two, three or six months commencing on a Business
Day  selected  by  the  Borrower pursuant to this  Agreement.   Such
Interest  Period shall end on the day which corresponds  numerically
to  such  date  one, two, three or six months thereafter,  provided,
however, that if there is no such numerically corresponding  day  in
such  next,  second, third or sixth succeeding month, such  Interest
Period  shall  end  on the last Business Day of such  next,  second,
third  or  sixth  succeeding month.  If  an  Interest  Period  would
otherwise  end  on a day which is not a Business Day, such  Interest
Period  shall  end  on the next succeeding Business  Day,  provided,
however,  that if said next succeeding Business Day falls in  a  new
calendar  month,  such Interest Period shall end on the  immediately
preceding Business Day.

      "Investment" of a Person means any loan, advance  (other  than
commission,  travel and similar advances to officers  and  employees
made in the ordinary course of business), extension of credit (other
than  accounts receivable arising in the ordinary course of business
on  terms customary in the trade) or contribution of capital by such
Person;  stocks, bonds, mutual funds, partnership interests,  notes,
debentures  or  other securities owned by such Person;  any  deposit
accounts  and  certificate  of deposit owned  by  such  Person;  and
structured notes, derivative financial instruments and other similar
instruments or contracts owned by  such Person.

      "Labor  Contracts" means all employment agreements, employment
contracts,  collective bargaining agreements  and  other  agreements
among any Loan Party and its employees.

     "LC Fee" is defined in Section 2.19.4.
<PAGE>
      "LC Issuer" means Bank One (or any subsidiary or affiliate  of
Bank  One  designated  by Bank One) in its  capacity  as  issuer  of
Facility LCs hereunder.

       "LC  Obligations"  means,  at  any  time,  the  sum,  without
duplication,  of (i) the aggregate undrawn stated amount  under  all
Facility LCs outstanding at such time plus (ii) the aggregate unpaid
amount at such time of all Reimbursement Obligations.

     "LC Payment Date" is defined in Section 2.19.5.

       "Lenders"  means  the  lending  institutions  listed  on  the
signature  pages  of this Agreement and their respective  successors
and   assigns.   Unless  otherwise  specified,  the  term  "Lenders"
includes Bank One in its capacity as Swing Line Lender.

      "Lending Installation" means, with respect to a Lender or  the
Agent, the office, branch, subsidiary or affiliate of such Lender or
the  Agent listed on the signature pages hereof or on a Schedule  or
otherwise  selected by such Lender or the Agent pursuant to  Section
2.17.

      "Leverage  Ratio"  means, as of any date of  calculation,  the
ratio  of (i) Consolidated Funded Indebtedness outstanding  on  such
date  to  (ii)  Consolidated EBITDA for the  Borrower's  then  most-
recently ended four fiscal quarters.

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

      "Loan"  means,  with respect to a Lender, such Lender's  loans
made  pursuant  to  Article  II (or any conversion  or  continuation
thereof),  and  collectively all Revolving  Loans  and  Term  Loans,
whether  made or continued as or converted to Floating Rate Advances
or  Eurodollar Advances and, in the case of the Swing  Line  Lender,
any Swing Line Loan made by it pursuant to Section 2.3.

      "Loan Documents" means this Agreement, the Agent's Letter, any
Notes issued pursuant to Section 2.13, the Collateral Documents, the
Facility LCs, the Facility LC Applications, the Guaranty, the Pledge
and  Security  Agreements, the Mortgages,  the  General  Intangibles
Mortgage,    the    Intercompany   Subordination   Agreement,    the
Subordination Agreement, and any other instruments, certificates  or
documents  delivered  or contemplated to be delivered  hereunder  or
thereunder or in connection herewith or therewith, as the  same  may
be  supplemented or amended from time to time in accordance herewith
or  therewith,  and  "Loan Document" shall  mean  any  of  the  Loan
Documents.

      "Loan  Parties"  means, collectively,  the  Borrower  and  the
Guarantors and "Loan Party" shall mean any of the Loan Parties.
<PAGE>
      "Material Adverse Effect" means a material adverse  effect  on
(i)  the  business,  Property, condition (financial  or  otherwise),
results  of  operations,  or  prospects  of  the  Borrower  and  its
Subsidiaries taken as a whole, (ii) the ability of the  Borrower  to
perform  its obligations under the Loan Documents to which it  is  a
party,  or (iii) the validity or enforceability of any of  the  Loan
Documents  or the rights or remedies of the Agent, the LC Issuer  or
the Lenders thereunder.

      "Material Subsidiary" means, on any date of determination, any
Subsidiary  which meets the requirements set forth in  (i)  or  (ii)
below:

      (i)  the  gross revenues of such Subsidiary over  the  twelve-
months preceding the date of determination equals or exceeds  5%  of
the consolidated gross revenues of the Borrower and its Subsidiaries
(determined in accordance with Agreement Accounting Principles); or

      (ii)  the book value of the assets of such Subsidiary on  such
date  equals  or  exceeds 5% of the book value of  the  consolidated
assets   of  the  Borrower  and  its  Subsidiaries  (determined   in
accordance with Agreement Accounting Principles).

If  the  Borrower  acquires  assets  or  stock  or  other  ownership
interests  of  another  business  (the  "Acquired  Business")  in  a
Permitted  Acquisition (as that term is defined  in  Section  6.2.6)
whether  by  merger,  purchase  or  otherwise,  the  Borrower  shall
determine  whether  each  Subsidiary  of  Borrower  is  a  "Material
Subsidiary"  on the date of such Permitted Acquisition after  giving
effect  to  such Permitted Acquisition and the Borrower shall  treat
the Acquired Business and any Subsidiaries formed or acquired by the
Borrower  in  connection  therewith as  having  been  owned  by  the
Borrower  throughout  the  12  months preceding  the  date  of  such
Permitted Acquisition for purposes of clause (i) above.

      "Mega  Marts  Agreement"  means that  certain  Stock  Purchase
Agreement  dated  as of March 31, 2000 among the  Borrower  and  the
shareholders of Mega Marts, Inc.

      "Mega Marts Notes" means those certain 8.25% promissory  notes
due   five   years   from  the  consummation  of  the   transactions
contemplated by the Mega Marts Agreements, in an original  principal
amount  of  $39,000,000, issued and outstanding from  time  to  time
under, and pursuant to, the Mega Marts Agreement.

     "Modify" and "Modification" are defined in Section 2.19.1.

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

      "Mortgages" means those certain Real Estate Mortgages dated as
of  the  Closing Date, executed by the Borrower and certain  of  the
Guarantors, for the ratable benefit of the Lenders, as the same  may
be amended or modified and in effect from time to time.

     "Multiemployer Plan" means any employee benefit plan which is a
"multiemployer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA  and  to  which the Borrower or any member of  the  Controlled
<PAGE>
Group is then making or accruing an obligation to make contributions
or,  within  the  preceding five Plan years,  has  made  or  had  an
obligation to make such contributions.

      "Multiple  Employer Plan" means a Plan which has two  or  more
contributing sponsors (including the Borrower or any member  of  the
Controlled Group) at least two of whom are not under common control,
as such a plan is described in Sections 4063 and 4064 of ERISA.

     "Net Mark-to-Market Exposure" of a Person means, as of any date
of  determination, the excess (if any) of all unrealized losses over
all  unrealized profits of such Person arising from Rate  Management
Transactions.   "Unrealized losses" means the fair market  value  of
the   cost   to  such  Person  of  replacing  such  Rate  Management
Transaction  as  of  the date of determination  (assuming  the  Rate
Management  Transaction were to be terminated as of that date),  and
"unrealized profits" means the fair market value of the gain to such
Person of replacing such Rate Management Transaction as of the  date
of  determination (assuming such Rate Management Transaction were to
be terminated as of that date).

     "Net Proceeds" means (a) with respect to any Asset Disposition,
the  net  amount  equal  to the aggregate amount  received  in  cash
(including any cash received by way of deferred payment pursuant  to
a  note  receivable, other non-cash consideration or otherwise,  but
only  as and when such cash is so received) in connection with  such
Asset  Disposition  minus  the  sum  of  (i)  the  reasonable   fees
(including,   without  limitation,  reasonable   attorneys'   fees),
commissions  and  other  out-of-pocket  expenses  (as  evidenced  by
supporting  documentation provided to the  Agent)  incurred  by  the
Borrower or any Subsidiary in connection with such Asset Disposition
and  (ii) federal, state and local taxes incurred in connection with
such  sale, whether payable at such time or thereafter; or (b)  with
respect to the issuance of any equity security or the incurrence  of
any Indebtedness by the Borrower or any of its Subsidiaries, the net
amount  equal to the aggregate amount received in cash in connection
with   such  issuance  or  incurrence  minus  the  reasonable   fees
(including,   without  limitation,  reasonable   attorneys'   fees),
commissions  and  other  out-of-pocket  expenses  (as  evidenced  by
supporting  documentation provided to the  Agent)  incurred  by  the
Borrower  or  such  Subsidiary in connection with such  issuance  or
incurrence.

      "Net  Rentals"  means,  for any period of  determination,  the
greater  of  (i)  $0 or (ii) the difference between Operating  Lease
expenses  and  income  from  subleases  of  the  Borrower  and   its
Subsidiaries on a consolidated basis during such period.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

      "Note"  means any Revolving Note, the Swing Line Note  or  any
Term Note.

     "Notice of Assignment" is defined in Section 12.3.2.

      "Obligations"  means all unpaid principal of and  accrued  and
unpaid  interest  on the Loans, all Reimbursement  Obligations,  all
accrued   and   unpaid   fees  and  all  expenses,   reimbursements,
indemnities and other obligations of the Borrower to the Lenders  or
to  any  Lender, the Agent, the Swing Line Lender, the LC Issuer  or
any indemnified party arising under the Loan Documents.
<PAGE>
      "Off-Balance  Sheet  Liability" of  a  Person  means  (i)  any
repurchase  obligation or liability of such Person with  respect  to
accounts or notes receivable sold by such Person, (ii) any liability
under  any Sale and Leaseback Transaction which is not a Capitalized
Lease,  (iii)  any  liability under any so-called "synthetic  lease"
transaction  entered  into by such Person, or  (iv)  any  obligation
arising  with  respect  to  any  other  transaction  which  is   the
functional equivalent of or takes the place of borrowing  but  which
does  not  constitute  a  liability on the balance  sheets  of  such
Person, but excluding from this clause (iv) Operating Leases.

      "Official Body" means any national, federal, state,  local  or
other  government or political subdivision or any agency, authority,
bureau,  central bank, commission, department or instrumentality  of
either,  or any court, tribunal, grand jury or arbitrator,  in  each
case whether foreign or domestic.

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

     "Other Taxes" is defined in Section 3.5(ii).

      "Outstanding Credit Exposure" means, as to any Lender  at  any
time,  the  sum of (i) the aggregate principal amount  of  its  Term
Loans  outstanding  at such time, plus (ii) the aggregate  principal
amount  of its Revolving Loans outstanding at such time, plus  (iii)
an  amount equal to its Pro Rata Share of the LC Obligations at such
time,  plus  (iv)  an  amount equal to its Pro  Rata  Share  of  the
aggregate principal amount of Swing Line Loans outstanding  at  such
time.

     "Outstanding Revolving Credit Exposure" means, as to any Lender
at  any  time, the sum of (i) the aggregate principal amount of  its
Revolving Loans outstanding at such time, plus (ii) an amount  equal
to  its  Pro  Rata Share of the LC Obligations outstanding  at  such
time, plus (iii) an amount equal to its Pro Rata Share of Swing Line
Loans outstanding at such time.

     "Participants" is defined in Section 12.2.1.

      "Patronage Dividends" means "patronage dividends" as such term
is  defined in Section 1388(a) of the Code which Patronage Dividends
may  be excluded from taxable income pursuant to Section 1382(b)  of
the Code.

     "Payment Date" means (i) as to any Eurodollar Advance having an
Interest  Period  of  three months or less, the  last  day  of  such
Interest  Period,  (ii)  as  to  any Eurodollar  Advance  having  an
Interest Period longer than three months, each day which is the last
day  of each three-month interval during such Interest Period, (iii)
as  to  any Floating Rate Advance, the last day of each month  while
such  Advance  is  outstanding and the date of the  final  principal
payment in respect thereof.

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

     "Permitted Liens" means:

                 (i)   Liens  for  taxes,  assessments,  or  similar
charges,  incurred in the ordinary course of business and which  are
not yet due and payable;

                (ii) Pledges or deposits made in the ordinary course
of  business  to  secure  payment of workers'  compensation,  or  to
participate  in  any fund in connection with workers'  compensation,
unemployment  insurance, old-age pensions or other  social  security
programs;

                (iii) Liens   of   mechanics,   materialmen,
warehousemen,  carriers, or other like Liens,  securing  obligations
incurred in the ordinary course of business that are not yet due and
payable  and  Liens of landlords securing obligations to  pay  lease
payments that are not yet due and payable or in default;

                (iv)  Good-faith  pledges or deposits  made  in  the
ordinary  course of business to secure performance of bids, tenders,
contracts  (other  than  for the repayment  of  borrowed  money)  or
leases, not in excess of the aggregate amount due thereunder, or  to
secure   statutory   obligations,  or  surety,  appeal,   indemnity,
performance  or other similar bonds required in the ordinary  course
of business;

                (v)  Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of
which  materially  impairs the use of such  property  or  the  value
thereof,  and none of which is violated in any material  respect  by
existing or proposed structures or land use;

                (vi) Liens, security interests and mortgages in favor
of the Agent for the benefit of the Lenders;

                (vii) Liens on property leased by a Loan  Party
under Capitalized and Operating Leases securing obligations of  such
Loan Party to the lessor under such leases;

                (viii) Any  Lien existing on the  date  of  this
Agreement  and  described  on Schedule  1.1(B),  provided  that  the
principal amount secured thereby is not hereafter increased, and  no
additional assets become subject to such Lien;

                (ix)  Purchase  Money  Security  Interests  in  the
ordinary  course of business, provided that the aggregate amount  of
loans  and deferred payments secured by such Purchase Money Security
Interests shall not exceed $25,000,000 (excluding for the purpose of
this  computation  any loans or deferred payments secured  by  Liens
described on Schedule 1.1(B));

                (x) Liens  securing Indebtedness  permitted  under
Section 6.2.1 (ix); and

                (xi) The  following, (A) if the validity or  amount
thereof  is being contested in good faith by appropriate and  lawful
proceedings  diligently  conducted so long  as  levy  and  execution
<PAGE>
thereon have been stayed and continue to be stayed or (B) if a final
judgment  is  entered and such judgment is discharged within  thirty
(30)  days  of entry or, in the aggregate, do not materially  impair
the  ability of any Loan Party to perform its Obligations  hereunder
or under the other Loan Documents:

          (1)  Claims or Liens for taxes, assessments or charges due
     and  payable and subject to interest or penalty, provided  that
     the  applicable  Loan Party maintains such  reserves  or  other
     appropriate  provisions  as  shall  be  required  by  Agreement
     Accounting  Principles and pays all such taxes, assessments  or
     charges  forthwith  upon  the commencement  of  proceedings  to
     foreclose any such Lien;

          (2)  Claims, Liens or encumbrances upon, and defects  of
     title  to,  real or personal property, including any attachment
     of  personal or real property or other legal process  prior  to
     adjudication of a dispute on the merits;

          (3)  Claims   of  Liens  of  mechanics,   materialmen,
     warehousemen, carriers, or other statutory nonconsensual Liens;
     or

          (4)  Liens  resulting  from final  judgments  or  orders
     described in Section 7.9.

      "Person"  means any natural person, corporation,  firm,  joint
venture,   partnership,  limited  liability  company,   association,
enterprise, trust or other entity or organization, or any government
or    political   subdivision   or   any   agency,   department   or
instrumentality thereof.

      "Plan"  means  at  any time an employee pension  benefit  plan
(including  a Multiple Employer Plan, but not a Multiemployer  Plan)
which  is covered by Title IV of ERISA or is subject to the  minimum
funding  standards under Section 412 of the Code and either  (i)  is
maintained  by any member of the Controlled Group for  employees  of
any  member  of the Controlled Group or (ii) has at any time  within
the preceding five years been maintained by any entity which was  at
such  time  a  member of the Controlled Group for employees  of  any
entity which was at such time a member of the Controlled Group.

     "Pledge and Security Agreements" means those certain Pledge and
Security Agreements dated as of the Closing Date, executed  by  each
of  the Loan Parties for the ratable benefit of the Lenders, as they
may be amended or modified and in effect from time to time.

       "Pricing   Schedule"  means  the  Schedule  attached   hereto
identified as such.

      "Prime Rate" means a rate per annum equal to the prime rate of
interest  announced  from time to time by Bank  One  or  its  parent
(which  is not necessarily the lowest rate charged to any customer),
changing when and as said prime rate changes.

      "Prohibited  Transaction" means any prohibited transaction  as
defined  in  Section 4975 of the Code or Section 406  of  ERISA  for
which neither an individual nor a class exemption has been issued by
the United States Department of Labor.
<PAGE>
     "Pro Rata Share" means, with respect to any Lender at any time,
the  percentage  obtained by dividing (i) the sum of  such  Lender's
Term  Loan and Revolving Loan Commitment at such time (in each case,
as  adjusted from time to time in accordance with the provisions  of
this  Agreement) by (ii) the sum of the aggregate amount of all  the
Term  Loans  outstanding hereunder at such time  and  the  Aggregate
Revolving Loan Commitment at such time, provided, however,  that  if
all of the Revolving Loan Commitments are terminated pursuant to the
terms  of this Agreement, then "Pro Rata Share" means, with  respect
to any Lender at any time, the percentage obtained by diving (x) the
sum  of  such Lender's Term Loan and Revolving Loans outstanding  at
such  time  by (y) the sum of the aggregate amount of all  the  Term
Loans and Revolving Loans outstanding hereunder at such time.

          "Property" of a Person means any and all property, whether
real,  personal, tangible, intangible, or mixed, of such Person,  or
other assets owned, leased or operated by such Person.

      "Purchase  Money Security Interest" means Liens upon  tangible
personal  property  securing loans to any  Loan  Party  or  deferred
payments  by  such  Loan  Party for the purchase  of  such  tangible
personal property.

     "Purchasers" is defined in Section 12.3.1.

      "Rate Management Transaction" means any transaction (including
an agreement with respect thereto) now existing or hereafter entered
into  between the Borrower and any Lender or Affiliate thereof which
is  a  rate  swap,  basis swap, forward rate transaction,  commodity
swap,  commodity  option, equity or equity  index  swap,  equity  or
equity  index  option,  bond option, interest rate  option,  foreign
exchange  transaction,  cap transaction, floor  transaction,  collar
transaction, forward transaction, currency swap transaction,  cross-
currency rate swap transaction, currency option or any other similar
transaction  (including  any option with respect  to  any  of  these
transactions) or any combination thereof, whether linked to  one  or
more  interest  rates, foreign currencies, commodity prices,  equity
prices or other financial measures.

      "Rate  Management Obligations" of a Person means any  and  all
obligations  of  such  Person, whether absolute  or  contingent  and
howsoever  and  whensoever created, arising, evidenced  or  acquired
(including  all renewals, extensions and modifications  thereof  and
substitutions  therefor),  under (i) any  and  all  Rate  Management
Transactions,  and  (ii)  any  and  all  cancellations,  buy  backs,
reversals,  terminations  or  assignments  of  any  Rate  Management
Transactions.

      "Regulated  Substances"  means any  substance,  including  any
solid, liquid, semisolid, gaseous, thermal, thoriated or radioactive
material, refuse, garbage, wastes, chemicals, petroleum products, by-
products, coproducts, impurities, dust, scrap, heavy metals, defined
as  a  "hazardous substance," "pollution," "contaminant," "hazardous
or   toxic  substance,"  "extremely  hazardous  substance,"   "toxic
chemical,"  "toxic  waste," "hazardous waste,"  "industrial  waste,"
"residual  water," "solid waste," "municipal waste," "mixed  waste,"
"infectious  waste," "chemotherapeutic waste," "medical  waste,"  or
"regulated substance" or any related materials, substances or wastes
as  now  or  hereafter  defined pursuant to any Environmental  Laws,
<PAGE>
ordinances,  rules, regulations or other directives of any  Official
Body,   the   generation,   manufacture,   extraction,   processing,
distribution,  treatment, storage, disposal,  transport,  recycling,
reclamation,  use,  reuse,  spilling, leaking,  dumping,  injection,
pumping,  leaching, emptying, discharge, escape,  release  or  other
management   or   mismanagement  of  which  is  regulated   by   the
Environmental Laws.

      "Regulation D" means Regulation D of the Board of Governors of
the  Federal Reserve System as from time to time in effect  and  any
successor thereto or other regulation or official interpretation  of
said  Board of Governors relating to reserve requirements applicable
to member banks of the Federal Reserve System.

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

      "Reimbursement Obligations" means, at any time, the  aggregate
of  all  obligations of the Borrower then outstanding under  Section
2.19 to reimburse the LC Issuer for amounts paid by the LC Issuer in
respect of any one or more drawings under Facility LCs.

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

     "Reports" is defined in Section 9.6.

      "Required  Lenders" means Lenders in the aggregate  having  at
least   51%  of  the  Aggregate  Commitment  or,  if  the  Aggregate
Commitment has been terminated, Lenders in the aggregate holding  at
least 51% of the Aggregate Outstanding Credit Exposure.

      "Reserve  Requirement"  means, with  respect  to  an  Interest
Period,  the  maximum aggregate reserve requirement  (including  all
basic,  supplemental, marginal and other reserves) which is  imposed
under Regulation D on Eurocurrency liabilities.

     "Revolving Loan" is defined in Section 2.2.1.

      "Revolving  Loan  Commitment"  means,  for  each  Lender,  the
obligation of such Lender to make Revolving Loans to, participate in
Facility LCs issued upon the application of, and participate in  the
making  of  Swing  Line  Loans to, the Borrower  in  an  amount  not
exceeding  the  amount set forth adjacent to the caption  "Revolving
Loan Commitment" opposite its signature below or as set forth in any
<PAGE>
Notice  of  Assignment relating to any assignment  that  has  become
effective pursuant to Section 12.3.2, as such amount may be modified
from time to time pursuant to the terms hereof.

      "Revolving  Loan Pro Rata Share" means, with  respect  to  any
Lender  at  any  time, the percentage obtained by dividing  (i)  the
amount  of such Lender's Revolving Loan Commitment at such time  (in
each  case,  as  adjusted from time to time in accordance  with  the
provisions  of this Agreement) by (ii) the Aggregate Revolving  Loan
Commitment  at  such time, provided, however, that  if  all  of  the
Revolving Loan Commitments are terminated pursuant to the  terms  of
this  Agreement,  then "Revolving Loan Pro Rata Share"  means,  with
respect  to  any  Lender  at any time, the  percentage  obtained  by
dividing (x) the amount of such Lender's Revolving Loans outstanding
at  such time by (y) the aggregate amount of all the Revolving Loans
outstanding hereunder at such time.

      "Revolving Loan Termination Date" means March 31, 2005 or  any
earlier  date upon which the Aggregate Revolving Loan Commitment  is
reduced  to  zero  or  otherwise terminated pursuant  to  the  terms
hereof.

      "Revolving  Note"  means any promissory  note  evidencing  the
Revolving  Loans  issued  at the request of  a  Lender  pursuant  to
Section 2.13 in the form of Exhibit E-1.

     "S&P" means Standard and Poor's Ratings Services, a division of
The McGraw Hill Companies, Inc.

      "Sale  and  Leaseback Transaction" means  any  sale  or  other
transfer  of  Property by any Person with the intent to  lease  such
Property as lessee.

      "Schedule"  refers to a specific schedule to  this  Agreement,
unless another document is specifically referenced.

      "Section"  means a numbered section of this Agreement,  unless
another document is specifically referenced.

      "Section  20  Subsidiary" means the  Subsidiary  of  the  bank
holding  company  controlling any bank, which  Subsidiary  has  been
granted  authority  by the Federal Reserve Board to  underwrite  and
deal in certain Ineligible Securities.

      "Secured Obligations" means, collectively, (i) the Obligations
and  (ii)  all  Rate Management Obligations owing  to  one  or  more
Lenders.

       "Seller  Agreements"  means  collectively,  the  Mega   Marts
Agreement, the Ultra Mart Agreement, and that certain Asset Purchase
Agreement  dated as of March 31, 2000 among the Borrower, NDC,  Inc.
and Mega Marts, Inc.
<PAGE>

      "Single Employer Plan" means a Plan maintained by the Borrower
or  any member of the Controlled Group for employees of the Borrower
or any member of the Controlled Group.

      "Subordinated Indebtedness" of a Person means any Indebtedness
of  such  Person the payment of which is subordinated to payment  of
the  Secured Obligations to the written satisfaction of the Required
Lenders, including without limitation the Indebtedness evidenced  by
the   Mega  Marts  Notes  which  is  subordinated  to  the   Secured
Obligations  pursuant  to the terms of the Subordination  Agreement;
provided,  however, that the term "Subordinated Indebtedness"  shall
not  be  deemed  to include up to $1,000,000 (plus interest  accrued
thereon  at  a  rate not to exceed 8.25% per annum)  in  respect  of
noncompetition payments to be made by the Borrower to certain former
shareholders of Mega Marts, Inc. pursuant to the terms of  the  Mega
Marts Agreement.

      "Subordination  Agreement"  means that  certain  Subordination
Agreement  dated as of the Closing Date, executed by  the  Borrower,
the  Agent on behalf of the Lenders, and certain former shareholders
of Mega Marts, Inc.

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

      "Substantial Portion" means, with respect to the  Property  of
the  Borrower  and its Subsidiaries, Property which  (i)  represents
more  than  10% of the consolidated assets of the Borrower  and  its
Subsidiaries  as  would  be  shown  in  the  consolidated  financial
statements of the Borrower and its Subsidiaries as at the  beginning
of  the  twelve-month  period ending with the month  in  which  such
determination is made, or (ii) is responsible for more than  10%  of
the  consolidated net sales or of the consolidated net income of the
Borrower   and  its  Subsidiaries  as  reflected  in  the  financial
statements referred to in clause (i) above.

      "Swing Line Commitment" means the obligation of the Swing Line
Lender to make Swing Line Loans up to a maximum principal amount  of
$5,000,000 at any one time outstanding

      "Swing  Line Lender" means Bank One or such other Lender  that
may  succeed to its rights and obligations pursuant to the terms  of
this Agreement .

      "Swing  Line Loan" means a Loan made available to the Borrower
by the Swing Line Lender pursuant to Section 2.3 hereof.

      "Swing  Line  Note" means any note evidencing the  Swing  Line
Loans issued at the request of the Agent pursuant to Section 2.13 in
the form of Exhibit E-2.
<PAGE>
      "Taxes"  means  any and all present or future  taxes,  duties,
levies,  imposts, deductions, charges or withholdings, and  any  and
all  liabilities  with  respect  to  the  foregoing,  but  excluding
Excluded Taxes and Other Taxes.

     "Term Loan" is defined in Section 2.1.1.

      "Term  Loan Commitment" means, for each Lender, the obligation
of such Lender to make Term Loans not exceeding the amount set forth
adjacent  to  the  caption  "Term  Loan  Commitment"  opposite   its
signature below or as set forth in any Notice of Assignment relating
to  any  assignment  that has become effective pursuant  to  Section
12.3.2, as such amount may be modified from time to time pursuant to
the terms hereof.

     "Term Loan Termination Date" means March 31, 2007.

      "Term  Note" means any promissory note evidencing a Term  Loan
issued  at the request of a Lender pursuant to Section 2.13  in  the
form of Exhibit E-3.

     "Transferee" is defined in Section 12.4.

      "Type" means, with respect to any Credit Extension, its nature
as a Floating Rate Advance or a Eurodollar Advance.

      "Ultra  Mart  Agreement"  means that  certain  Asset  Purchase
Agreement  dated  as of December 23, 1999 among the Borrower,  Ultra
Mart,  Inc., Robert A. Farrell, Scott A. Sylla and Ultra Mart Foods,
Inc.

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

      The  foregoing definitions shall be equally applicable to both
the  singular and plural forms of the defined terms.  Terms  defined
in  the  Wisconsin Uniform Commercial Code which are  not  otherwise
defined  in  this  Agreement  are used  herein  as  defined  in  the
Wisconsin Commercial Code as in effect on the date hereof.


                           ARTICLE II

                           THE CREDITS
                           ------------
          2.1. Term Loans.

           2.1.1.   Making  the Term Loans.   Each Lender  severally
agrees to make, on the Closing Date, a term loan to the Borrower  in
an  amount  equal  to  such  Lender's  Term  Loan  Commitment  (each
<PAGE>
individually,  a "Term Loan" and, collectively, the  "Term  Loans").
All  Term  Loans  shall be made by the Lenders on the  Closing  Date
simultaneously,  it  being  understood  that  no  Lender  shall   be
responsible  for  any  failure by any other Lender  to  perform  its
obligation to make any Term Loan hereunder nor shall the  Term  Loan
Commitment  of any Lender be increased or decreased as a  result  of
any such failure.

           2.1.2.   Interest Repayment Dates; Repayment of the  Term
Loans.    The Term Loans shall be repaid as follows: from  June  30,
2000  through and including March 31, 2002, the accrued  but  unpaid
interest on the Term Loans shall be repaid on each Payment Date; and
(ii)  thereafter, the accrued but unpaid interest on the Term  Loans
shall  be  repaid on each Payment Date and the outstanding principal
amount  of  the Term Loans shall be repaid in consecutive  quarterly
installments  commencing on June 30, 2002, in the aggregate  amounts
set  forth  below,  and continuing thereafter until  the  Term  Loan
Termination Date, and the Term Loans shall be permanently reduced by
the  amount of each such installment on the date payment thereof  is
made hereunder.

       Principal Payment Date         Term Loan Installment Amount
       ----------------------         ----------------------------
          June 30, 2002                      $4,000,000
          September 30, 2002                 $4,000,000
          December 31, 2002                  $4,000,000
          March 31, 2003                     $4,000,000
          June 30, 2003                      $4,000,000
          September 30, 2003                 $4,000,000
          December 31, 2003                  $4,000,000
          March 31, 2004                     $4,000,000
          June 30, 2004                      $4,000,000
          September 30, 2004                 $4,000,000
          December 31, 2004                  $4,000,000
          March 31, 2005                     $4,000,000
          June 30, 2005                      $4,000,000
          September 30, 2005                 $4,000,000
          December 31, 2005                  $4,000,000
          March 31, 2006                     $4,000,000
          June 30, 2006                      $4,000,000
          September 30, 2006                 $4,000,000
          December 31, 2006                  $4,000,000
          March 31, 2007                     $4,000,000


Notwithstanding  the  foregoing,  the  then  outstanding   principal
balance  of the Term Loans and accrued but unpaid interest  thereon,
if  any, shall be due and payable on the Term Loan Termination Date.
No  portion of any Term Loan shall be reborrowed once it is  repaid.
In  addition to the foregoing installment payments, the Borrower may
make  voluntary prepayments and shall make mandatory prepayments  as
described in Section 2.7.2.
<PAGE>
          2.2. Revolving Loans.

           2.2.1.   Making the Revolving Loans.   From and including
the  Closing Date and prior to the Revolving Loan Termination  Date,
each  Lender severally agrees, on the terms and conditions set forth
in this Agreement, to: (i) make revolving loans to the Borrower from
time to time in an amount not to exceed in the aggregate at any  one
time  outstanding the amount of its Revolving Loan Commitment  (each
individually,  a "Revolving Loan" and, collectively, the  "Revolving
Loans"); and (ii) to participate in Facility LCs issued pursuant  to
Section 2.19 upon the request of the Borrower, provided, that  after
giving  effect  to the making of each such Revolving  Loan  and  the
issuance  of  each  such  Facility  LC,  such  Lender's  Outstanding
Revolving  Credit  Exposure  shall not  exceed  its  Revolving  Loan
Commitment.  Each Advance under this Section 2.2.1 shall consist  of
Revolving  Loans made by each Lender ratably in proportion  to  such
Lender's  respective  Revolving  Loan  Pro  Rata  Share,  it   being
understood  that no Lender shall be responsible for any  failure  by
any  other  Lender to perform its obligation to make  any  Revolving
Loan hereunder nor shall the Revolving Loan Commitment of any Lender
be  increased or decreased as a result of any such failure.  Subject
to  the terms of this Agreement, the Borrower may borrow, repay  and
reborrow  Revolving  Loans at any time prior to the  Revolving  Loan
Termination  Date.  The Revolving Loan Commitments  of  the  Lenders
shall expire on the Revolving Loan Termination Date.

            2.2.2.   Interest  Repayment  Dates;  Repayment  of  the
Revolving Loans2.2.Required Payments; Termination.  The accrued  but
unpaid  interest  on the Revolving Loans shall  be  repaid  on  each
Payment  Date.  On the Revolving Loan Termination Date, the Borrower
shall  repay  in  full  the  outstanding principal  balance  of  the
Revolving Loans and accrued but unpaid interest thereon.

          2.3  Swing Line Loans.

          2.3.1.  Amount of Swing Line Loans.  Upon the satisfaction
of  the conditions precedent set forth in Section 4.2, and, if  such
Swing  Line  Loan  is to be made on the date of the  initial  Credit
Extension  hereunder,  the satisfaction of the conditions  precedent
set  forth in Section 4.1, as well, from and including the  date  of
this Agreement and prior to the Revolving Loan Termination Date, the
Swing  Line Lender agrees, on the terms and conditions set forth  in
this  Agreement, to make Swing Line Loans to the Borrower from  time
to  time  in an aggregate principal amount not to exceed  the  Swing
Line  Commitment, provided that the Aggregate Outstanding  Revolving
Credit Exposure shall not at any time exceed the Aggregate Revolving
Loan  Commitment, and provided further that the sum of (i) the Swing
Line  Lender's Revolving Loan Pro Rata Share of the Swing Line Loans
plus  (ii)  the outstanding Revolving Loans made by the  Swing  Line
Lender  pursuant  to Section 2.2, shall not exceed  the  Swing  Line
Lender's  Revolving Loan Commitment at such time.   Subject  to  the
terms of this Agreement, the Borrower may borrow, repay and reborrow
Swing Line Loans at any time prior to the Revolving Loan Termination
Date.

           2.3.2.  Borrowing Notice.   The Borrower shall deliver to
the  Agent  and the Swing Line Lender a Borrowing Notice, signed  by
it, not later than 3:00 p.m. (Chicago time) on the Borrowing Date of
each Swing Line Loan (or at such later time as may be acceptable  to
<PAGE>
the  Swing  Line  Lender  in  its sole discretion),  in  each  case,
specifying (i) the applicable Borrowing Date (which date shall be  a
Business  Day  and  which  may be the same  date  as  the  date  the
Borrowing  Notice  is  given and (ii) the aggregate  amount  of  the
requested  Swing Line Loan, which shall be an amount not  less  than
$500,000.  The Swing Line Loans shall bear interest at the  Floating
Rate  for  an interest period as agreed to by the Swing Line  Lender
and  the  Borrower  (which interest period shall not  in  any  event
exceed five Business Days).

           2.3.3.   Making  of  Swing Line  Loans.   Promptly  after
receipt  of  the Borrowing Notice under Section 2.3.2 in respect  of
Swing  Line  Loans, the Agent shall notify each Lender by  telex  or
telecopy,  or  other similar form of transmission, of the  requested
Swing  Line  Loan.  Not later than 4:00 p.m. (Chicago time)  on  the
applicable  Borrowing  Date,  the  Swing  Line  Lender  shall   make
available  its  Swing Line Loan, in funds immediately  available  in
Chicago  to  the Agent at its address specified pursuant to  Article
XIII.   The Agent will promptly make the funds so received from  the
Swing Line Lender available to the Borrower on the Borrowing Date at
the Agent's aforesaid address.

           2.3.4.  Repayment of Swing Line Loans.   Each Swing  Line
Loan  shall  be  paid in full by the Borrower (x) on or  before  the
fifth  business  Day after the Borrowing Date for  such  Swing  Line
Loan.  The Borrower may at any time pay, without penalty or premium,
all  outstanding Swing Line Loans upon notice to the Agent  and  the
Swing  Line Lender.  In addition, the Agent (i) may at any  time  in
its  sole discretion with respect to any outstanding Swing Line Loan
or  (ii) shall on the fifth Business Day after the Borrowing Date of
any  Swing Line Loan, require each Lender (including the Swing  Line
Lender)  to  make  a Revolving Loan in the amount of  such  Lender's
Revolving  Loan  Pro  Rata Share of such Swing Line  Loan,  for  the
purpose of repaying such Swing Line Loan.  Not later than 2:00  p.m.
(Chicago time) on the date of any notice received pursuant  to  this
Section  2.3.4,  each  Lender  shall  make  available  its  required
Revolving Loan or Revolving Loans, in funds immediately available in
Chicago  to  the Agent at its address specified pursuant to  Article
XIII.   Revolving  Loans made pursuant to this Section  2.3.4  shall
initially be Floating Rate Loans and thereafter may be continued  as
Floating Rate Loans or converted into Eurodollar Loans in the manner
provided  in  Section  2.9 and subject to the other  conditions  and
limitations  therein  set forth and set forth in  this  Article  II.
Unless a Lender shall have notified the Swing Line Lender, prior  to
its  making  any  Swing  Line Loan, that  any  applicable  condition
precedent set forth in Sections 4.1 and 4.2, as applicable, had  not
then  been  satisfied, such Lender's obligation  to  make  Revolving
Loans pursuant to this Section 2.3.4 to repay Swing Line Loans shall
be unconditional, continuing, irrevocable and absolute and shall not
be affected by any circumstances, including, without limitation, (a)
any  set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the Agent, the Swing Line Lender or any
other  Person,  (b) the occurrence or continuance of  a  Default  or
Unmatured   Default,  (c)  any  adverse  change  in  the   condition
(financial  or  otherwise)  of  the  Borrower,  or  (d)  any   other
circumstances, happening or event whatsoever.  In the event that any
Lender  fails to make payment to the Agent of any amount  due  under
this  Section 2.3.4, the Agent shall be entitled to receive,  retain
and  apply  against  such  obligation  the  principal  and  interest
otherwise payable to such Lender hereunder until the Agent  receives
such  payment from such Lender or such obligation is otherwise fully
satisfied.   In  addition to the foregoing, if for  any  reason  any
Lender  fails to make payment to the Agent of any amount  due  under
this  Section 2.3.4, such Lender shall be deemed, at the  option  of
<PAGE>
the  Agent,  to have unconditionally and irrevocably purchased  from
the  Swing  Line Lender, without recourse or warranty, an  undivided
interest and participation in the applicable Swing Line Loan in  the
amount  of  such Revolving Loan, and such interest and participation
may be recovered from such Lender together with interest thereon  at
the  Federal  Funds  Effective Rate for each day during  the  period
commencing on the date of demand and ending on the date such  amount
is  received.  On the Revolving Loan Termination Date, the  Borrower
shall  repay in full the outstanding principal balance of any unpaid
Swing Line Loans, together with accrued but unpaid interest thereon.

      2.4. Types of Advances .  (i)   The Term Loans may be Floating
Rate  Advances  or  Eurodollar Advances, or a  combination  thereof,
selected  by the Borrower in accordance with Sections 2.8  and  2.9.
During such periods as the Term Loans shall be comprised of Floating
Rate  Advances, the Term Loans shall bear interest at  a  per  annum
rate  equal to the Floating Rate.  During such periods as  the  Term
Loans  shall  be  comprised of Eurodollar Rate Advances,  the  Terms
Loans  shall  bear  interest  at a  per  annum  rate  equal  to  the
Eurodollar Rate.  Notwithstanding the foregoing, at such time as the
Mega  Marts  Notes  are indefeasibly paid in full  or  converted  to
equity  on terms acceptable to the Required Lenders, the Term  Loans
shall bear interest at the Eurodollar Rate without reference to  the
Applicable Margin.

      (ii)  The  Revolving Loans may be Floating  Rate  Advances  or
Eurodollar  Advances,  or  a combination thereof,  selected  by  the
Borrower  in  accordance with Sections 2.8  and  2.9.   During  such
periods  as the Revolving Loans shall be comprised of Floating  Rate
Advances,  the Revolving Loans shall bear interest at  a  per  annum
rate  equal  to  the  Floating Rate.  During  such  periods  as  the
Revolving Loans shall be comprised of Eurodollar Rate Advances,  the
Revolving Loans shall bear interest at a per annum rate equal to the
Eurodollar Rate.

      (iii)   The  Swing Loans shall bear interest as set  forth  in
Section 2.3.2.

      2.5.  Commitment Fee; Reductions in Aggregate  Revolving  Loan
Commitment.    The  Borrower agrees to pay  to  the  Agent  for  the
account of each Lender a commitment fee at a per annum rate equal to
the  Applicable Fee Rate on the difference of (i) the average  daily
Aggregate  Revolving Loan Commitment minus (ii) the sum of  (x)  the
average  daily  principal amount of Revolving Loans outstanding  (it
being  understood that the term "Revolving Loans" does  not  include
Swing Line Loans) plus (y) the average daily amount of Reimbursement
Obligations,  payable for the period from the  date  hereof  to  and
including the Revolving Loan Termination Date, payable in arrears on
the  last  day of each June, September, December and March hereafter
and on the Revolving Loan Termination Date, in each case, calculated
for  the  three month period ending on such date.  The Borrower  may
permanently reduce the Aggregate Revolving Loan Commitment in whole,
or  in  part  ratably  among the Lenders in the  minimum  amount  of
$5,000,000  (and  in  integral multiples  of  $1,000,000  in  excess
thereof)  upon  at least five Business Days' written notice  to  the
Agent,  which notice shall specify the amount of any such reduction,
provided,  however, that the amount of the Aggregate Revolving  Loan
Commitment  may not be reduced below the aggregate principal  amount
of  the  outstanding Revolving Loans.  All accrued  commitment  fees
shall  be  payable on the effective date of any termination  of  the
obligations of the Lenders to make Revolving Loans hereunder.

      2.6. Minimum Amount of Each Advance.   Each Eurodollar Advance
shall  be in the minimum amount of $ 2,500,000 (and in multiples  of
<PAGE>
$500,000 if in excess thereof), and each Floating Rate Advance shall
be in the minimum amount of $1,000,000 (and in multiples of $500,000
if  in  excess  thereof), provided, however, that any Floating  Rate
Advance may be in the amount of the unused Aggregate Revolving  Loan
Commitment.

     2.7  Certain Principal Payments.

           2.7.1   Optional Payments2.7.Optional Principal Payments.
The  Borrower may from time to time pay, without penalty or premium,
all  outstanding Floating Rate Advances, or, in a minimum  aggregate
amount  of $1,000,000 or any integral multiple of $500,000 in excess
thereof, any portion of the outstanding Floating Rate Advances  upon
same-day  notice to the Agent.  The Borrower may from time  to  time
pay,  subject to the payment of any funding indemnification  amounts
required  by  Section  3.4  but  without  penalty  or  premium,  all
outstanding  Eurodollar Advances, or, in a minimum aggregate  amount
of  $1,000,000  or  any  integral multiple  of  $500,000  in  excess
thereof,  any  portion of the outstanding Eurodollar  Advances  upon
five  Business Days' prior notice to the Agent.  Principal  payments
made   on   the  Term  Loans  shall  be  applied  to  the  principal
installments  payable under Section 2.1.2 in the  inverse  order  of
maturity.

           2.7.2   Mandatory Payments.   In addition to the payments
required  by  Section  2.1.2,  the  Borrower  shall  make  mandatory
prepayments of the outstanding principal amount of the Term Loans in
inverse order of maturity as follows:

          (a) Upon receipt by Borrower or any of its Subsidiaries of
any  Net  Proceeds  in connection with the issuance  of  any  equity
security  or  debt  security (such as a  promissory  note  or  other
similar  instrument)  by the Borrower or such Subsidiary  after  the
Closing  Date,  other than proceeds of any outstanding  Indebtedness
permitted  under Section 6.2.1(ix), then on the first  Business  Day
after  such issuance, the Borrower shall repay the principal  amount
of the Term Loans in inverse order of maturity in an amount equal to
100% of such Net Proceeds.  Notwithstanding any term in this Section
2.7.2(a) to the contrary, the Borrower shall not be required to make
any  mandatory  prepayment with: (i) the  first  $2,000,000  of  Net
Proceeds  received in connection with the exercise of stock  options
by  officers  of  the  Loan Parties during any fiscal  year  of  the
Borrower  or (ii) Net Proceeds received in connection with sales  of
stock  (A) to employees or former employees of the Borrower  or  its
Subsidiaries according to the Borrower's stock option plan in effect
from  time  to  time  or  according  to  policies  of  the  Borrower
summarized  in  the  documents  filed  by  the  Borrower  with   the
Securities and Exchange Commission and (B) to retailer customers  of
the  Borrower  and its Subsidiaries in the ordinary  course  of  the
Borrower's business;

                 (b)   Upon  receipt  by  Borrower  or  any  of  its
Subsidiaries  of  any  Net  Proceeds  with  respect  to   an   Asset
Disposition permitted pursuant to Section 6.2.7, then on  the  first
Business  Day  after  receipt of the Net Proceeds  from  such  Asset
Disposition,  the Borrower shall repay the principal amount  of  the
Term Revolving Loans in inverse order of maturity in an amount equal
to  100%  of  such Net Proceeds.  Notwithstanding any term  in  this
Section 2.7.2(b) to the contrary, the Borrower shall not be required
to  make any mandatory prepayment with: (A) Net Proceeds received in
connection  with any Asset Disposition so long as all  of  such  Net
Proceeds  are reinvested in other Property or assets to be  used  by
the Borrower or the applicable Subsidiary in its business operations
<PAGE>
within   180  days  of  the  consummation  of  the  relevant   Asset
Disposition;  and (B) the first $5,000,000 of Net Proceeds  received
in  connection with any Asset Disposition during any fiscal year  of
the  Borrower  that  are not otherwise used to purchase  replacement
Property or assets pursuant to the terms of Section 2.7.2(b)(A);

           (c)  Within  ten  days of its delivery of  the  financial
statements  required under Section 6.3.2, the Borrower  shall  repay
the  principal amount of the Term Loans in inverse order of maturity
as  follows: (i) from the Closing Date through March 30,  2002,  the
repayment  required by this Section 2.7.2(c) shall be in  an  amount
equal  to  90% of Excess Cash Flow; thereafter, (ii) if the Leverage
Ratio  at the end of the Borrower's most recently ended fiscal  year
(as  determined  by reference to the financial statements  delivered
pursuant to Section 6.3.2; the "Determination Date") is equal to  or
greater than 3.5 to 1.0, such repayment shall be in an amount  equal
to  90%  of  Excess Cash Flow; (iii) if the Leverage  Ratio  at  the
Determination Date is less than 3.5 to 1.0 but greater than or equal
to 2.75 to 1.0, such repayment shall be in an amount equal to 75% of
Excess   Cash  Flow;  and  (iv)  if  the  Leverage  Ratio   at   the
Determination Date is less than 2.75 to 1.0, the Borrower shall  not
be required to make any repayment otherwise required by this Section
2.7.2(c).

      2.8.  Method of Selecting Types and Interest Periods  for  New
Advances.    The Borrower shall select the Type of Advance  and,  in
the  case of each Eurodollar Advance, the Interest Period applicable
thereto  from  time  to  time.  The Borrower shall  give  the  Agent
irrevocable notice (a "Borrowing Notice") not later than 11:00  a.m.
(Milwaukee time) on the Borrowing Date of each Floating Rate Advance
and   three  Business  Days  before  the  Borrowing  Date  for  each
Eurodollar Advance, specifying:

     (i)   the Borrowing Date, which shall be a Business Day, of such
Advance,

     (ii)  the aggregate amount of such Advance,

     (iii) the  Type  of Advance selected,  and  whether  such
Advance is comprised of Term Loans or Revolving Loans, and

     (iv)  in  the  case of each Eurodollar Advance,  the  Interest
Period applicable thereto.

Not  later  than  noon (Chicago time) on each Borrowing  Date,  each
Lender  shall make available its Loan or Loans in funds  immediately
available in Chicago to the Agent at its address specified  pursuant
to Article XIII.  The Agent will make the funds so received from the
Lenders available to the Borrower at the Agent's aforesaid address.

      2.9.  Conversion  and  Continuation of  Outstanding  Advances.
Floating  Rate  Advances  shall continue as Floating  Rate  Advances
unless  and  until  such Floating Rate Advances are  converted  into
Eurodollar  Advances pursuant to this Section 2.9 or are  repaid  in
accordance with Section 2.7.  Each Eurodollar Advance shall continue
as  a  Eurodollar  Advance  until the end  of  the  then  applicable
Interest  Period  therefor, at which time  such  Eurodollar  Advance
<PAGE>
shall be automatically converted into a Floating Rate Advance unless
(x)  such  Eurodollar Advance is or was repaid  in  accordance  with
Section  2.7  or  (y)  the Borrower shall have  given  the  Agent  a
Conversion/Continuation Notice (as defined below)  requesting  that,
at the end of such Interest Period, such Eurodollar Advance continue
as  a  Eurodollar  Advance for the same or another Interest  Period.
Subject  to  the terms of Section 2.6, the Borrower may  elect  from
time  to  time to convert all or any part of a Floating Rate Advance
into  a  Eurodollar  Advance.  The Borrower  shall  give  the  Agent
irrevocable  notice  (a "Conversion/Continuation  Notice")  of  each
conversion  of a Floating Rate Advance into a Eurodollar Advance  or
continuation  of  a  Eurodollar Advance not later  than  10:00  a.m.
(Chicago time) at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

     (i)  the requested date, which shall be a Business Day, of such
conversion or continuation,

     (ii) the aggregate amount and Type of the Advance which is  to
be  converted or continued, and whether such Advance is comprised of
Term Loans or Revolving Loans, and

     (iii)the amount of such Advance which is to be converted
into  or continued as a Eurodollar Advance and the duration  of  the
Interest Period applicable thereto.

      2.10.      Changes in Interest Rate, etc.  Each Floating  Rate
Advance  shall  bear  interest on the outstanding  principal  amount
thereof,  for each day from and including the date such  Advance  is
made or is automatically converted from a Eurodollar Advance into  a
Floating Rate Advance pursuant to Section 2.9, to but excluding  the
date  it  is paid or is converted into a Eurodollar Advance pursuant
to  Section  2.9 hereof, at a rate per annum equal to  the  Floating
Rate  for such day.  Changes in the rate of interest on that portion
of  any  Advance  maintained as a Floating Rate  Advance  will  take
effect  simultaneously with each change in the Alternate Base  Rate.
Each  Eurodollar  Advance  shall bear interest  on  the  outstanding
principal  amount thereof from and including the first  day  of  the
Interest  Period applicable thereto to (but not including) the  last
day  of such Interest Period at the interest rate determined by  the
Agent  as  applicable  to  such Eurodollar Advance  based  upon  the
Borrower's  selections under Sections 2.8 and 2.9 and  otherwise  in
accordance with the terms hereof.  No Interest Period may end  after
the  Term Loan Termination Date.  The Borrower shall select Interest
Periods  so  that  it is not necessary to repay  any  portion  of  a
Eurodollar Advance prior to the last day of the applicable  Interest
Period  in order to make a mandatory repayment required pursuant  to
Section 2.7.2.

      2.11.      Rates  Applicable After Default.    Notwithstanding
anything to the contrary contained in Section 2.8 or 2.9, during the
continuance  of a Default or Unmatured Default the Required  Lenders
may, at their option, by notice to the Borrower (which notice may be
revoked  at  the option of the Required Lenders notwithstanding  any
provision of Section 8.2 requiring unanimous consent of the  Lenders
to  changes in interest rates), declare that no Advance may be  made
as, converted into or continued as a Eurodollar Advance.  During the
continuance of a Default the Required Lenders may, at their  option,
by notice to the Borrower (which notice may be revoked at the option
of the Required Lenders notwithstanding any provision of Section 8.2
requiring  unanimous consent of the Lenders to changes  in  interest
<PAGE>
rates), declare that (i) each Eurodollar Advance shall bear interest
for  the  remainder of the applicable Interest Period  at  the  rate
otherwise  applicable to such Interest Period plus 2% per annum  and
(ii)  each Floating Rate Advance shall bear interest at a  rate  per
annum equal to the Floating Rate in effect from time to time plus 2%
per  annum, provided that, during the continuance of a Default under
Section 7.6 or 7.7, the interest rates set forth in clauses (i)  and
(ii)  above shall be applicable to all Advances without any election
or action on the part of the Agent or any Lender.

      2.12.      Method  of Payment.   All payments of  the  Secured
Obligations  hereunder shall be made, without setoff, deduction,  or
counterclaim,  in immediately available funds to the  Agent  at  the
Agent's address specified pursuant to Article XIII, or at any  other
Lending Installation of the Agent specified in writing by the  Agent
to the Borrower, by noon (local time) on the date when due and shall
be  applied  ratably by the Agent among the Lenders.   Each  payment
delivered  to  the  Agent for the account of  any  Lender  shall  be
delivered promptly by the Agent to such Lender in the same  type  of
funds  that the Agent received at its address specified pursuant  to
Article  XIII or at any Lending Installation specified in  a  notice
received  by  the  Agent  from such Lender.   The  Agent  is  hereby
authorized  to  charge the account of the Borrower  maintained  with
Bank  One  for each payment of principal, interest and  fees  as  it
becomes due hereunder.

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

      (ii)  The Agent shall also maintain accounts in which it  will
record  (a) the amount of each Loan made hereunder, the Type thereof
and  the Interest Period with respect thereto, (b) the amount of any
principal  or interest due and payable or to become due and  payable
from the Borrower to each Lender hereunder and (c) the amount of any
sum  received  by  the Agent hereunder from the  Borrower  and  each
Lender's share thereof.

      (iii)   The  entries  maintained in  the  accounts  maintained
pursuant  to  paragraphs (i) and (ii) above  shall  be  prima  facie
evidence  of  the  existence and amounts of the Obligations  therein
recorded;  provided, however, that the failure of the Agent  or  any
Lender  to maintain such accounts or any error therein shall not  in
any  manner  affect  the  obligation of the Borrower  to  repay  the
Obligations in accordance with their terms.

      (iv)  Any Lender may request that its Loans be evidenced by  a
Note.   In  such  event,  the Borrower shall  prepare,  execute  and
deliver to such Lender a Note payable to the order of such Lender in
the  form  of  Exhibits  E-1, E-2 and E-3.   Thereafter,  the  Loans
evidenced  by  such  Note and interest thereon shall  at  all  times
(including  after  any  assignment  pursuant  to  Section  12.3)  be
represented by one or more Notes payable to the order of  the  payee
named  therein or any assignee pursuant to Section 12.3,  except  to
the extent that any such Lender or assignee subsequently returns any
such  Note for cancellation and requests that such Loans once  again
be evidenced as described in paragraphs (i) and (ii) above.

      2.14.     Telephonic Notices.   The Borrower hereby authorizes
the  Lenders and the Agent to extend, convert or continue  Advances,
effect  selections of Types of Advances and to transfer funds  based
on telephonic notices made by any person or persons the Agent or any
Lender  in  good  faith  believes to be  acting  on  behalf  of  the
<PAGE>
Borrower,  it  being understood that the foregoing authorization  is
specifically    intended    to   allow   Borrowing    Notices    and
Conversion/Continuation  Notices to be  given  telephonically.   The
Borrower  agrees  to  deliver  promptly  to  the  Agent  a   written
confirmation, if such confirmation is requested by the Agent or  any
Lender,   of   each  telephonic  notice  signed  by  an   Authorized
Representative.  If the written confirmation differs in any material
respect  from  the  action taken by the Agent and the  Lenders,  the
records  of  the Agent and the Lenders shall govern absent  manifest
error.

      2.15.      Interest and Fee Basis.   Interest  in  respect  of
Eurodollar  Advances  and commitment fees shall  be  calculated  for
actual  days elapsed on the basis of a 360-day year and interest  in
respect of Floating Advances shall be calculated for days elapsed on
the  basis of a 365-day year.  Interest shall be payable for the day
an  Advance is made but not for the day of any payment on the amount
paid  if payment is received prior to noon (local time) at the place
of  payment.   If  any payment of principal of  or  interest  on  an
Advance shall become due on a day which is not a Business Day,  such
payment  shall be made on the next succeeding Business Day  and,  in
the  case  of a principal payment, such extension of time  shall  be
included in computing interest in connection with such payment.

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

      2.17.      Lending Installations.   Each Lender may  book  its
Loans  at any Lending Installation selected by such Lender  and  may
change  its  Lending Installation from time to time.  All  terms  of
this Agreement shall apply to any such Lending Installation and  the
Loans  and any Notes issued hereunder shall be deemed held  by  each
Lender  for  the  benefit  of any such Lending  Installation.   Each
Lender  may,  by  written notice to the Agent and  the  Borrower  in
accordance  with Article XIII, designate replacement  or  additional
Lending Installations through which Loans will be made by it and for
whose account Loan payments are to be made.

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

     2.19.  Facility LCs.

           2.19.1.  Issuance.   The LC Issuer hereby agrees, on  the
terms  and conditions set forth in this Agreement, to issue  standby
letters  of  credit  (each, a "Facility LC") and to  renew,  extend,
increase,  decrease or otherwise modify each Facility LC  ("Modify,"
and  each such action a "Modification"), from time to time from  and
including the date of this Agreement and prior to the Revolving Loan
Termination  Date  upon the request of the Borrower;  provided  that
immediately  after each such Facility LC is issued or Modified,  (i)
the  aggregate  amount of the outstanding LC Obligations  shall  not
exceed  $15,000,000  and  (ii) the Aggregate  Outstanding  Revolving
Credit  Exposure  shall  not  exceed the  Aggregate  Revolving  Loan
Commitment.  No Facility LC shall have an expiry date later than the
earlier  of  (x) the fifth Business Day prior to the Revolving  Loan
Termination Date and (y) one year after its issuance.

           2.19.2.   Participations.   Each Lender, with respect  to
the  Existing  Letters of Credit, hereby purchases  a  participation
interest  in such Existing Letters of Credit, and upon the  issuance
or Modification by the LC Issuer of a Facility LC in accordance with
this  Section  2.19, the LC Issuer shall be deemed, without  further
action  by any party hereto, to have unconditionally and irrevocably
sold  to  each  Lender,  and each Lender shall  be  deemed,  without
further  action  by  any party hereto, to have  unconditionally  and
irrevocably  purchased from the LC Issuer, a participation  in  such
Facility  LC  (and  each Modification thereof) and  the  related  LC
Obligations, in each case, in proportion to its Revolving  Loan  Pro
Rata  Share.   Notwithstanding any term herein to the contrary,  the
parties  agree that the Existing Letters of Credit shall be replaced
upon their expiration with Facility LCs.

          2.19.3.  Notice.   Subject to Section 2.19.1, the Borrower
shall  give the LC Issuer notice prior to 10:00 a.m. (Chicago  time)
at  least  five Business Days prior to the proposed date of issuance
or Modification of each Facility LC, specifying the beneficiary, the
proposed date of issuance (or Modification) and the expiry  date  of
such Facility LC, and describing the proposed terms of such Facility
LC  and  the  nature of the transactions proposed  to  be  supported
thereby.   Upon receipt of such notice, the LC Issuer shall promptly
notify  the Agent, and the Agent shall promptly notify each  Lender,
of  the  contents  thereof  and  of  the  amount  of  such  Lender's
participation  in  such  proposed  Facility  LC.   The  issuance  or
Modification by the LC Issuer of any Facility LC shall, in  addition
to   the   conditions  precedent  set  forth  in  Article  IV   (the
satisfaction  of  which  the  LC  Issuer  shall  have  no  duty   to
ascertain),  be  subject  to  the  conditions  precedent  that  such
Facility  LC  shall be satisfactory to the LC Issuer  and  that  the
Borrower   shall  have  executed  and  delivered  such   application
agreement  and/or such other instruments and agreements relating  to
such  Facility  LC as the LC Issuer shall have reasonably  requested
(each,  a  "Facility LC Application").  In the event of any conflict
between the terms of this Agreement and the terms of any Facility LC
Application, the terms of this Agreement shall control.

           2.19.4.  LC Fees.   The Borrower shall pay to the  Agent,
for  the  account  of the Lenders ratably in accordance  with  their
respective  Revolving Loan Pro Rata Shares,  with  respect  to  each
standby  Facility  LC, a letter of credit fee at a  per  annum  rate
equal  to the Applicable Margin for Eurodollar Loans in effect  from
<PAGE>
time  to time on the average daily undrawn stated amount under  such
standby  Facility  LC, such fee to be payable  in  arrears  on  each
Payment Date (an "LC Fee").  The Borrower shall also pay to  the  LC
Issuer  for  its  own account (x) at the time of  issuance  of  each
Facility LC, a fronting fee at the rate of .125% of the face  amount
of  such  Facility LC per annum, and (y) documentary and  processing
charges in connection with the issuance or Modification of and draws
under  Facility  LCs  in accordance with the  LC  Issuer's  standard
schedule for such charges as in effect from time to time.

           2.19.5.  Administration; Reimbursement by Lenders.   Upon
receipt  from the beneficiary of any Facility LC of any  demand  for
payment under such Facility LC, the LC Issuer shall notify the Agent
and  the  Agent  shall promptly notify the Borrower and  each  other
Lender  as to the amount to be paid by the LC Issuer as a result  of
such  demand and the proposed payment date (the "LC Payment  Date").
The  responsibility of the LC Issuer to the Borrower and each Lender
shall be only to determine that the documents (including each demand
for  payment)  delivered under each Facility LC in  connection  with
such  presentment  shall be in conformity in all  material  respects
with such Facility LC.  The LC Issuer shall endeavor to exercise the
same care in the issuance and administration of the Facility LCs  as
it does with respect to letters of credit in which no participations
are  granted, it being understood that in the absence of  any  gross
negligence or willful misconduct by the LC Issuer, each Lender shall
be  unconditionally  and irrevocably liable without  regard  to  the
occurrence of any Default or any condition precedent whatsoever,  to
reimburse  the  LC Issuer on demand for (i) such Lender's  Revolving
Loan  Pro  Rata Share of the amount of each payment made by  the  LC
Issuer  under  each  Facility LC to the extent such  amount  is  not
reimbursed  by the Borrower pursuant to Section 2.19.6  below,  plus
(ii)  interest  on  the foregoing amount to be  reimbursed  by  such
Lender,  for  each day from the date of the LC Issuer's  demand  for
such  reimbursement  (or, if such demand is made  after  11:00  a.m.
(Chicago time) on such date, from the next succeeding Business  Day)
to the date on which such Lender pays the amount to be reimbursed by
it,  at  a  rate  of interest per annum equal to the  Federal  Funds
Effective Rate for the first three days and, thereafter, at  a  rate
of interest equal to the rate applicable to Floating Rate Advances.

           2.19.6.  Reimbursement by Borrower.   The Borrower  shall
be  irrevocably  and unconditionally obligated to reimburse  the  LC
Issuer  on or before the applicable LC Payment Date for any  amounts
to  be paid by the LC Issuer upon any drawing under any Facility LC,
without  presentment, demand, protest or other  formalities  of  any
kind; provided that neither the Borrower nor any Lender shall hereby
be   precluded  from  asserting  any  claim  for  direct  (but   not
consequential)  damages suffered by the Borrower or such  Lender  to
the  extent,  but  only to the extent, caused  by  (i)  the  willful
misconduct  or  gross  negligence of the LC  Issuer  in  determining
whether  a  request presented under any Facility  LC  issued  by  it
complied  with the terms of such Facility LC or (ii) the LC Issuer's
failure  to  pay  under  any Facility LC  issued  by  it  after  the
presentation  to it of a request strictly complying with  the  terms
and conditions of such Facility LC.  All such amounts paid by the LC
Issuer  and  remaining unpaid by the Borrower shall  bear  interest,
payable on demand, for each day until paid at a rate per annum equal
<PAGE>
to (x) the rate applicable to Floating Rate Advances for such day if
such  day falls on or before the applicable LC Payment Date and  (y)
the sum of 2% plus the rate applicable to Floating Rate Advances for
such  day  if  such day falls after such LC Payment  Date.   The  LC
Issuer  will  pay  to  each Lender ratably in  accordance  with  its
Revolving  Loan Pro Rata Share all amounts received by it  from  the
Borrower  for  application in payment, in whole or in part,  of  the
Reimbursement Obligation in respect of any Facility LC issued by the
LC  Issuer,  but only to the extent such Lender has made payment  to
the  LC  Issuer in respect of such Facility LC pursuant  to  Section
2.19.5.   Subject  to  the terms and conditions  of  this  Agreement
(including without limitation, the submission of a Borrowing  Notice
in   compliance  with  Section  2.8  and  the  satisfaction  of  the
applicable  conditions  precedent set  forth  in  Article  IV),  the
Borrower  may request a Revolving Advance hereunder for the  purpose
of satisfying any Reimbursement Obligation.

            2.19.7.    Obligations  Absolute   .    The   Borrower's
obligations   under  this  Section  2.19  shall  be   absolute   and
unconditional  under any and all circumstances and  irrespective  of
any  setoff,  counterclaim or defense to payment which the  Borrower
may  have  or  have  had against the LC Issuer, any  Lender  or  any
beneficiary of a Facility LC.  The Borrower further agrees with  the
LC  Issuer and the Lenders that the LC Issuer and the Lenders  shall
not  be responsible for, and the Borrower's Reimbursement Obligation
in  respect of any Facility LC shall not be affected by, among other
things,  the  validity  or  genuineness  of  documents  or  of   any
endorsements thereon, even if such documents should in fact prove to
be  in  any  or all respects invalid, fraudulent or forged,  or  any
dispute  between  or among the Borrower, any of its Affiliates,  the
beneficiary of an Facility LC or any financing institution or  other
party  to  whom any Facility LC may be transferred or any claims  or
defenses  whatsoever  of the Borrower or of any  of  its  Affiliates
against  the  beneficiary of any Facility LC or any such transferee.
The  LC  Issuer  shall  not  be  liable  for  any  error,  omission,
interruption or delay in transmission, dispatch or delivery  of  any
message  or  advice,  however transmitted, in  connection  with  any
Facility  LC,  other  than for any of the foregoing  which  are  the
result  of  the LC Issuer's gross negligence or willful  misconduct.
The  Borrower  agrees that any action taken or  omitted  by  the  LC
Issuer  or  any Lender under or in connection with each Facility  LC
and  the  related  drafts  and  documents,  if  done  without  gross
negligence or willful misconduct, shall be binding upon the Borrower
and shall not put the LC Issuer or any Lender under any liability to
the Borrower.  The LC Issuer agrees to comply with the terms of each
Facility  LC.  Nothing in this Section 2.19.7 is intended  to  limit
the  right of the Borrower to make a claim against the LC Issuer for
damages  as  contemplated by the proviso to the  first  sentence  of
Section 2.19.6.

           2.19.8.   Actions of LC Issuer.   The LC Issuer shall  be
entitled to rely, and shall be fully protected in relying, upon  any
Facility   LC,   draft,   writing,  resolution,   notice,   consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or  teletype message, statement, order or other document believed by
it  to be genuine and correct and to have been signed, sent or  made
by  the proper Person or Persons, and upon advice and statements  of
legal counsel, independent accountants and other experts selected by
the LC Issuer.  The LC Issuer shall be fully justified in failing or
refusing  to  take any action under this Agreement unless  it  shall
first  have  received  such advice or concurrence  of  the  Required
Lenders  as  it  reasonably deems appropriate or it shall  first  be
<PAGE>
indemnified  to  its reasonable satisfaction by the Lenders  against
any  and  all liability and expense which may be incurred by  it  by
reason   of   taking  or  continuing  to  take  any   such   action.
Notwithstanding  any other provision of this Section  2.19,  the  LC
Issuer  shall  in  all cases be fully protected  in  acting,  or  in
refraining  from acting, under this Agreement in accordance  with  a
request  of  the Required Lenders, and such request and  any  action
taken  or failure to act pursuant thereto shall be binding upon  the
Lenders  and  any future holders of a participation in any  Facility
LC.

           2.19.9.  Indemnification.   The Borrower hereby agrees to
indemnify  and  hold harmless each Lender, the  LC  Issuer  and  the
Agent,   and  their  respective  directors,  officers,  agents   and
employees  from  and against any an all claims and damages,  losses,
liabilities, costs or expenses which such Lender, the LC  Issuer  or
the  Agent  may incur (or which may be claimed against such  Lender,
the LC Issuer or the Agent by any Person whatsoever) by reason of or
in  connection with the issuance, execution and delivery or transfer
of  or payment or failure to pay under any Facility LC or any actual
or  proposed  use of any Facility LC, including, without limitation,
any   claims,  damages,  losses,  liabilities,  costs   or   expense
(including reasonable counsel fees and disbursements) which  the  LC
Issuer  may incur by reason of or in connection with (i) the failure
of any other Lender to fulfill or comply with its obligations to the
LC  Issuer hereunder (but nothing herein contained shall affect  any
rights the Borrower may have against any defaulting Lender) or  (ii)
by  reason of or on account of the LC Issuer issuing any Facility LC
which   specifies  that  the  term  "Beneficiary"  included  therein
includes any successor by operation of law of the named Beneficiary,
but  which Facility LC does not require that any drawing by any such
successor  Beneficiary be accompanied by a copy of a legal document,
satisfactory  to the LC Issuer, evidencing the appointment  of  such
successor  Beneficiary;  provided that the  Borrower  shall  not  be
required to indemnify any Lender, the LC Issuer or the Agent for any
claims,  damages,  losses, liabilities, costs  or  expenses  to  the
extent, but only to the extent, caused by (x) the willful misconduct
or  gross  negligence  of  the LC Issuer in  determining  whether  a
request  presented under any Facility LC complied with the terms  of
such  Facility  LC or (y) the LC Issuer's failure to pay  under  any
Facility  LC  after  the presentation to it of  a  request  strictly
complying with the terms and conditions of such Facility LC  or  (z)
the  LC Issuer's failure to comply with the terms of a Facility  LC.
Nothing  in this Section 2.19.9 is intended to limit the obligations
of the Borrower under any other provisions of this Agreement.

           2.19.10.  Lenders' Indemnification.   Each Lender  shall,
ratably  in  accordance  with its Revolving  Loan  Pro  Rata  Share,
indemnify  the  LC  Issuer,  its  affiliates  and  their  respective
directors,  officers,  agents  and  employees  (to  the  extent  not
reimbursed  by  the  Borrower) against any cost, expense  (including
reasonable  counsel fees and disbursements), claim, demand,  action,
loss  or  liability  (except such as result from  such  indemnitees'
gross negligence or willful misconduct or the LC Issuer's failure to
pay  under any Facility LC after the presentation to it of a request
strictly complying with the terms and conditions of the Facility LC)
that  such  indemnitees may suffer or incur in connection with  this
Section  2.19  or  any action taken or omitted by  such  indemnitees
hereunder.

           2.19.11.  Facility LC Collateral Account.   The  Borrower
agrees  that it will, upon the occurrence and during the continuance
of  a  Default, and subject to the terms of Section 8.1, maintain  a
special collateral account pursuant to arrangements satisfactory  to
the  Agent  (the  "Facility LC Collateral Account") at  the  Agent's
office  at  the address specified pursuant to Article XIII,  in  the
name of such Borrower but under the sole dominion and control of the
Agent,  for  the benefit of the Lenders and in which  such  Borrower
shall have no interest other than as set forth in Section 8.1.   The
<PAGE>
Borrower hereby pledges, assigns and grants to the Agent, on  behalf
of  and for the ratable benefit of the Lenders and the LC Issuer,  a
security interest in all of the Borrower's right, title and interest
in and to all funds which may from time to time be on deposit in the
Facility  LC  Collateral Account to secure the prompt  and  complete
payment and performance of the Secured Obligations.  The Agent  will
invest  any  funds on deposit from time to time in the  Facility  LC
Collateral Account in certificates of deposit of Bank One  having  a
maturity not exceeding 30 days.

           2.19.12.   Rights  as a Lender.   In its  capacity  as  a
Lender, the LC Issuer shall have the same rights and obligations  as
any other Lender.

      2.20.     Replacement of Lender.   If the Borrower is required
pursuant  to Section 3.1, 3.2 or 3.5 to make any additional  payment
to  any Lender or if any Lender's obligation to make or continue, or
to convert Floating Rate Advances into, Eurodollar Advances shall be
suspended  pursuant  to  Section 3.3  (any  Lender  so  affected  an
"Affected Lender"), the Borrower may elect, if such amounts continue
to be charged or such suspension is still effective, to replace such
Affected  Lender as a Lender party to this Agreement, provided  that
no   Default  or  Unmatured  Default  shall  have  occurred  and  be
continuing  at  the time of such replacement, and  provided  further
that,  concurrently with such replacement, (i) another bank or other
entity  which  is  reasonably satisfactory to the Borrower  and  the
Agent  shall  agree,  as  of such date, to  purchase  for  cash  the
Advances  and other Obligations due to the Affected Lender  pursuant
to  an assignment substantially in the form of Exhibit 12.3.1 and to
become  a Lender for all purposes under this Agreement and to assume
all  obligations of the Affected Lender to be terminated as of  such
date  and to comply with the requirements of Section 12.3 applicable
to  assignments,  and (ii) the Borrower shall pay to  such  Affected
Lender  in  same  day funds on the day of such replacement  (A)  all
interest,  fees  and other amounts then accrued but unpaid  to  such
Affected Lender by the Borrower hereunder to and including the  date
of  termination, including without limitation payments due  to  such
Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an  amount,
if  any,  equal  to the payment which would have been  due  to  such
Lender  on  the day of such replacement under Section  3.4  had  the
Loans of such Affected Lender been prepaid on such date rather  than
sold to the replacement Lender.



                            ARTICLE III

                        YIELD PROTECTION; TAXES
                        ------------------------

      3.1.  Yield  Protection.   If, on or after the  date  of  this
Agreement,   the  adoption  of  any  law  or  any  governmental   or
quasi-governmental rule, regulation, policy, guideline or  directive
(whether  or  not  having the force of law), or any  change  in  the
interpretation  or  administration thereof by  any  governmental  or
quasi-governmental  authority, central  bank  or  comparable  agency
charged  with  the  interpretation  or  administration  thereof,  or
compliance by any Lender or applicable Lending Installation  or  the
LC  Issuer with any request or directive (whether or not having  the
force  of  law)  of any such authority, central bank  or  comparable
agency:

     (i)  subjects any Lender or any applicable Lending Installation
or  the LC Issuer to any Taxes, or changes the basis of taxation  of
payments  (other than with respect to Excluded Taxes) to any  Lender
<PAGE>
or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or
participations therein, or

      (ii)  imposes  or increases or deems applicable  any  reserve,
assessment, insurance charge, special deposit or similar requirement
against  assets of, deposits with or for the account of,  or  credit
extended  by,  any Lender or any applicable Lending Installation  or
the  LC  Issuer  (other  than reserves and  assessments  taken  into
account  in  determining the interest rate applicable to  Eurodollar
Advances), or

     (iii)     imposes any other condition the result of which is to
increase   the  cost  to  any  Lender  or  any  applicable   Lending
Installation or the LC Issuer of making, funding or maintaining  its
Eurodollar Loans, or of issuing or participating in Facility LCs, or
reduces  any  amount  receivable by any  Lender  or  any  applicable
Lending  Installation  or  the  LC Issuer  in  connection  with  its
Eurodollar  Loans,  Facility  LCs  or  participations  therein,   or
requires any Lender or any applicable Lending Installation or the LC
Issuer to make any payment calculated by reference to the amount  of
Eurodollar  Loans, Facility LCs or participations  therein  held  or
interest received by it, by an amount deemed material by such Lender
or  the LC Issuer, as the case may be, and the result of any of  the
foregoing  is  to  increase the cost to such  Lender  or  applicable
Lending Installation or the LC Issuer, as the case may be, of making
or  maintaining its Eurodollar Loans or Commitment or of issuing  or
participating  in the Facility LCs or to reduce the return  received
by  such Lender or applicable Lending Installation or the LC Issuer,
as  the  case  may  be,  in connection with such  Eurodollar  Loans,
Commitment, Facility LCs or participations therein, then, within  15
days of demand by such Lender or the LC Issuer, as the case may  be,
the Borrower shall pay such Lender or the LC Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender
or  the  LC Issuer, as the case may be, for such increased  cost  or
reduction in amount received.

      3.2. Changes in Capital Adequacy Regulations.   If a Lender or
the  LC Issuer determines the amount of capital required or expected
to  be  maintained  by  such Lender or the LC Issuer,   any  Lending
Installation  of  such Lender or the LC Issuer, or  any  corporation
controlling such Lender or LC Issuer is increased as a result  of  a
Change,  then, within 15 days of demand by such Lender or LC Issuer,
the  Borrower  shall  pay such Lender or the LC  Issuer  the  amount
necessary  to compensate for any shortfall in the rate of return  on
the  portion of such increased capital which such Lender or  the  LC
Issuer determines is attributable to this Agreement, its Outstanding
<PAGE>
Credit  Exposure  or  its  commitment to make  Loans  and  issue  or
participate  in  Facility LCs, as the case may be, hereunder  (after
taking  into  account such Lender's or LC Issuer's  policies  as  to
capital adequacy).  "Change" means (i) any change after the date  of
this  Agreement  in the Risk-Based Capital Guidelines  or  (ii)  any
adoption   of   or   change  in  any  other  law,  governmental   or
quasi-governmental    rule,    regulation,    policy,     guideline,
interpretation,  or directive (whether or not having  the  force  of
law)  after the date of this Agreement which affects the  amount  of
capital required or expected to be maintained by any Lender  or  the
LC Issuer or any Lending Installation or any corporation controlling
any  Lender or the LC Issuer.  "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States
on  the date of this Agreement, including transition rules, and (ii)
the  corresponding  capital  regulations promulgated  by  regulatory
authorities  outside the United States implementing  the  July  1988
report  of the Basle Committee on Banking Regulation and Supervisory
Practices    Entitled   "International   Convergence   of    Capital
Measurements and Capital Standards," including transition rules, and
any amendments to such regulations adopted prior to the date of this
Agreement.

      3.3.  Availability  of  Types of  Advances.    If  any  Lender
determines  that maintenance of its Eurodollar Loans at  a  suitable
Lending  Installation  would  violate  any  applicable  law,   rule,
regulation, or directive, whether or not having the force of law, or
if  the  Required Lenders determine that (i) deposits of a type  and
maturity  appropriate  to  match fund Eurodollar  Advances  are  not
available  or  (ii)  the  interest  rate  applicable  to  Eurodollar
Advances  does  not  accurately  reflect  the  cost  of  making   or
maintaining  Eurodollar Advances, then the Agent shall  suspend  the
availability  of  Eurodollar  Advances  and  require  any   affected
Eurodollar  Advances  to  be repaid or converted  to  Floating  Rate
Advances,  subject  to  the payment of any  funding  indemnification
amounts required by Section 3.4.

      3.4. Funding Indemnification.   If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable
Interest  Period,  whether  because of acceleration,  prepayment  or
otherwise, or a Eurodollar Advance is not made on the date specified
by  the  Borrower for any reason other than default by the  Lenders,
the  Borrower  will  indemnify each Lender  for  any  loss  or  cost
incurred  by  it resulting therefrom, including, without limitation,
any  loss  or cost in liquidating or employing deposits acquired  to
fund or maintain such Eurodollar Advance.

      3.5. Taxes.   (i)  All payments by the Borrower to or for  the
account of any Lender, the LC Issuer or the Agent hereunder or under
any Note or Facility LC Application shall be made free and clear  of
and  without deduction for any and all Taxes.  If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum
payable  hereunder to any Lender, the LC Issuer  or the  Agent,  (a)
the sum payable shall be increased as necessary so that after making
all   required   deductions  (including  deductions  applicable   to
additional sums payable under this Section 3.5) such Lender, the  LC
Issuer or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (b)
the  Borrower shall make such deductions, (c) the Borrower shall pay
the  full  amount deducted to the relevant authority  in  accordance
with  applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within  30
days after such payment is made.

      (ii)   In  addition, the Borrower hereby  agrees  to  pay  any
present or future stamp or documentary taxes and any other excise or
property  taxes,  charges or similar levies  which  arise  from  any
payment  made hereunder or under any Note or Facility LC Application
or  from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note or Facility LC Application, but excluding
Excluded Taxes ("Other Taxes").

      (iii)  The Borrower hereby agrees to indemnify the Agent,  the
LC  Issuer  and  each Lender for the full amount of Taxes  or  Other
Taxes  (including,  without limitation, any  Taxes  or  Other  Taxes
imposed  on  amounts payable under this Section  3.5)  paid  by  the
Agent,  the  LC  Issuer or such Lender and any liability  (including
penalties, interest and expenses) arising therefrom or with  respect
thereto.   Payments  due under this indemnification  shall  be  made
within  30 days of the date the Agent, the LC Issuer or such  Lender
makes demand therefor pursuant to Section 3.6.
<PAGE>
      (iv)   Each Lender that is not incorporated under the laws  of
the  United  States of America or a state thereof (each a  "Non-U.S.
Lender") agrees that it will, not less than ten Business Days  after
the  date of this Agreement, (i) deliver to each of the Borrower and
the  Agent  two  duly  completed copies of  United  States  Internal
Revenue  Service Form 1001 or 4224, certifying in either  case  that
such  Lender  is  entitled to receive payments under this  Agreement
without deduction or withholding of any United States federal income
taxes,  and  (ii) deliver to each of the Borrower and  the  Agent  a
United States Internal Revenue Form W-8 or W-9, as the case may  be,
and  certify that it is entitled to an exemption from United  States
backup withholding tax.  Each Non-U.S. Lender further undertakes  to
deliver  to  each  of  the Borrower and the Agent  (x)  renewals  or
additional copies of such form (or any successor form) on or  before
the  date that such form expires or becomes obsolete, and (y)  after
the  occurrence of any event requiring a change in the  most  recent
forms  so  delivered  by  it, such additional  forms  or  amendments
thereto as may be reasonably requested by the Borrower or the Agent.
All  forms  or amendments described in the preceding sentence  shall
certify that such Lender is entitled to receive payments under  this
Agreement  without  deduction or withholding of  any  United  States
federal  income taxes, unless an event (including without limitation
any  change in treaty, law or regulation) has occurred prior to  the
date  on  which any such delivery would otherwise be required  which
renders  all  such  forms inapplicable or which would  prevent  such
Lender  from  duly  completing  and  delivering  any  such  form  or
amendment  with respect to it and such Lender advises  the  Borrower
and  the  Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

      (v)   For any period during which a Non-U.S. Lender has failed
to  provide the Borrower with an appropriate form pursuant to clause
(iv),  above (unless such failure is due to a change in treaty,  law
or regulation, or any change in the interpretation or administration
thereof by any governmental authority, occurring subsequent  to  the
date  on which a form originally was required to be provided),  such
Non-U.S. Lender shall not be entitled to indemnification under  this
Section  3.5  with  respect to Taxes imposed by the  United  States;
provided  that,  should a Non-U.S. Lender which is otherwise  exempt
from  or subject to a reduced rate of withholding tax become subject
to  Taxes  because of its failure to deliver a form  required  under
clause (iv), above, the Borrower shall take such steps as such  Non-
U.S.  Lender shall reasonably request to assist such Non-U.S. Lender
to recover such Taxes.

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

      (vii)   If  the  U.S. Internal Revenue Service  or  any  other
governmental authority of the United States or any other country  or
any political subdivision thereof asserts a claim that the Agent did
not properly withhold tax from amounts paid to or for the account of
<PAGE>
any  Lender  (because  the appropriate form  was  not  delivered  or
properly  completed, because such Lender failed to notify the  Agent
of  a  change  in  circumstances which rendered its  exemption  from
withholding ineffective, or for any other reason), such Lender shall
indemnify  the  Agent  fully  for  all  amounts  paid,  directly  or
indirectly, by the Agent as tax, withholding therefor, or otherwise,
including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this  subsection,
together  with  all  costs and expenses related  thereto  (including
attorneys  fees and time charges of attorneys for the  Agent,  which
attorneys  may be employees of the Agent).  The obligations  of  the
Lenders under this Section 3.5(vii) shall survive the payment of the
Secured Obligations and termination of this Agreement.

      3.6.  Lender Statements; Survival of Indemnity.  To the extent
reasonably  possible,  each  Lender  shall  designate  an  alternate
Lending Installation with respect to its Eurodollar Loans to  reduce
any liability of the Borrower to such Lender under Sections 3.1, 3.2
and  3.5 or to avoid the unavailability of Eurodollar Advances under
Section 3.3, so long as such designation is not, in the judgment  of
such  Lender,  disadvantageous to such Lender.   Each  Lender  shall
deliver  a written statement of such Lender to the Borrower (with  a
copy  to the Agent) as to the amount due, if any, under Section 3.1,
3.2,  3.4  or  3.5.   Such  written statement  shall  set  forth  in
reasonable detail the calculations upon which such Lender determined
such  amount  and  shall be final, conclusive  and  binding  on  the
Borrower in the absence of manifest error.  Determination of amounts
payable  under  such Sections in connection with a  Eurodollar  Loan
shall be calculated as though each Lender funded its Eurodollar Loan
through  the  purchase  of  a  deposit  of  the  type  and  maturity
corresponding to the deposit used as a reference in determining  the
Eurodollar Rate applicable to such Loan, whether in fact that is the
case or not.  Unless otherwise provided herein, the amount specified
in  the  written statement of any Lender shall be payable on  demand
after  receipt  by  the  Borrower of such  written  statement.   The
obligations  of the Borrower under Sections 3.1, 3.2,  3.4  and  3.5
shall survive payment of the Secured Obligations and termination  of
this Agreement.


                           ARTICLE IV

                        CONDITIONS PRECEDENT
                        --------------------

      4.1. Initial Credit Extension.   (a) The Lenders shall not  be
required  to make the initial Credit Extension hereunder unless  the
Borrower has furnished to the Agent with sufficient copies  for  the
Lenders:

                     (i)   This Agreement, executed by an Authorized
               Representative of each party hereto.

                    (ii) Any Notes requested by a Lender pursuant to
               Section  2.13  payable  to the  order  of  each  such
               requesting   Lender   executed   by   an   Authorized
               Representative of the maker thereof.

                   (iii)     The Pledge and Security
               Agreements,  together  with UCC financing  statements
               and stock certificates representing all of the issued
               and   outstanding  capital  stock  of  each  of   the
               Guarantors  (with  stock  powers  duly  endorsed   in
               blank),  in  each  case, executed  by  an  Authorized
               Representative of each party thereto.

                   (iv)  The  Mortgages with respect to  the  real
               property  identified on Schedule 4.1  (iv),  in  each
               case executed by an Authorized Representative of each
               party  thereto, together with such surveys and  title
               insurance policies as the Agent may require.
<PAGE>
                   (v)   The  Guaranty executed by  an  Authorized
               Representative of each of the Guarantors.

                   (vi)  The  Intercompany Subordination Agreement
               and the Subordination Agreement, each executed by  an
               Authorized      Representative     or      authorized
               representative of each party thereto.

                  (vii)     A true and complete copy of the
               Seller  Agreements  and the Mega Marts  Notes,  which
               Seller  Agreements and Mega Marts Notes shall  be  in
               form  and  substance reasonably satisfactory  to  the
               Agent  and  the  Required Lenders,  together  with  a
               certificate executed by an Authorized Person  of  the
               Borrower,    certifying   that    the    transactions
               contemplated  by  the  Seller  Agreements  have  been
               consummated  substantially in accordance  with  their
               terms.

                     (viii)    Copies of the articles or certificate
               of  incorporation of the Borrower  and  each  of  the
               Guarantors,  together  with  all  amendments,  and  a
               certificate of good standing or current status,  each
               certified by the appropriate governmental officer  in
               their respective jurisdiction of incorporation.

                     (ix)  Copies,  certified by  the  Secretary  or
               Assistant Secretary of the Borrower and each  of  the
               Guarantors, of their respective by-laws and of  their
               respective  Board  of Directors' resolutions  and  of
               resolutions  or actions of any other body authorizing
               the  execution  of the Loan Documents  to  which  the
               Borrower  and  each of the other Loan  Parties  is  a
               party.

                     (x)   Incumbency certificates, executed by  the
               Secretary or Assistant Secretary of the Borrower  and
               each  of the Guarantors, which shall identify by name
               and  title  and bear the signatures of the Authorized
               Representatives  and  any  other  officers   of   the
               Borrower  and the Guarantors authorized to  sign  the
               Loan Documents to which each of the Borrower and  the
               Guarantors  is  a  party, upon which certificate  the
               Agent and the Lenders shall be entitled to rely until
               informed of any change in writing by the Borrower  or
               a Guarantor.

                      (xi)   A  certificate,  signed  by  the  chief
               financial  officer of the Borrower, stating  that  on
               the  initial  Credit  Extension Date  no  Default  or
               Unmatured Default has occurred and is continuing  and
               that there has been no material adverse change in the
               business,   condition   (financial   or   otherwise),
               operations,  performance, Properties or prospects  of
               the Loan Parties since January 1, 2000.

                    (xii)     A written opinion of the Loan Parties'
               counsel,  addressed to the Lenders  in  substantially
               the form of Exhibit 4.1(xii).
<PAGE>
                   (xiii)     Written money transfer instructions,
               in  substantially  the  form  of  Exhibit  4.1(xiii),
               addressed  to  the Agent and signed by an  Authorized
               Representative,  together  with  such  other  related
               money  transfer authorizations as the Agent may  have
               reasonably requested.

                     (xiv)      Evidence  that  there  is  no  suit,
               action, injunction or restraining order which, in the
               reasonable  judgment  of  the  Agent:  (a)  seeks  to
               prohibit  the making of the Loans, and  (b)  that  if
               adversely  determined against any Loan  Party,  would
               have a Material Adverse Effect.

               (xv) Information satisfactory to the Agent
               and  the  Required Lenders regarding the Agent's  due
               diligence   investigation  of   the   Loan   Parties,
               including  without limitation, information pertaining
               to   the   Loan   Parties'  Contingent   Obligations,
               contractual     obligations,     compliance      with
               Environmental  Laws  (including compliance  with  the
               terms  set forth in the Agent's Environmental Policy)
               and    other    legal   (including   all   applicable
               requirements of Regulations U, T and X of  the  Board
               of  Governors  of  the  Federal Reserve  System)  and
               regulatory matters, joint venture liability, products
               liability  exposure,  and intellectual  property  and
               license agreements.

               (xvi)     Audited financial statements for  the
               1997 and 1998 fiscal year ends of each of Mega Marts,
               Inc.  and  Ultra Mart, Inc., and unaudited  financial
               statements  for  the 1999 fiscal year  end  of  Ultra
               Mart, Inc.

               (xvii)    Pro forma opening financial statements
               and   updated  projections  giving  effect   to   the
               Borrower's acquisitions of Mega Marts, Inc. and Ultra
               Mart,  Inc., together with such other information  as
               the  Agent may reasonably request to confirm the tax,
               legal and business assumptions made in such pro forma
               opening  financial statements and updated projections
               (a)  which must not be materially less favorable,  in
               the Agent's reasonable judgment, than the projections
               previously delivered by the Borrower to the Agent and
               (b) which must demonstrate, in the Agent's reasonable
               judgment, that the Borrower can repay its Obligations
               as  and  when  due and can comply with the  financial
               covenants  set  forth  in  Section  6.2.14  of   this
               Agreement.

               (xviii)    Evidence satisfactory to  the  Agent
               that  all of the Loan Parties' obligations under  all
               existing  bank credit facilities and all senior  note
               agreements  have been indefeasibly paid in  full  and
               that  all committed and uncommitted credit facilities
               have been terminated.

               (xix)     If the initial Credit Extension  will
               be   the  issuance  of  a  Facility  LC,  a  properly
               completed Facility LC Application.
<PAGE>
               (xx)   Evidence  of  the  insurance   coverage
               described in Section 6.1.3.

               (xxi)      The  General  Intangibles  Mortgage
               executed  by  an  Authorized  Representative  of  the
               Borrower.

               (xxii)     Such  other  documents as  any  Lender  or  its
               counsel may have reasonably requested.

      (b)   In  addition  to the deliveries required  under  Section
4.1(a), the Lenders shall not be required to make the initial Credit
Extension hereunder unless: (i) the Borrower has delivered or caused
to  be  delivered executed lessor's agreements in form and substance
satisfactory  to the Agent for each of the locations  identified  on
Schedule  4.1(b)(i)  hereto  (Warehouses),  and  (ii)  the  Borrower
demonstrates to the Agent's reasonable satisfaction that it has used
reasonable commercial efforts to obtain executed lessor's agreements
in  form  and  substance satisfactory to the Agent for each  of  the
locations  identified  on Schedule 4.1(b)(ii) hereto  (Leased  Store
Locations).

     (c)  Notwithstanding any term contained herein to the contrary,
within  sixty  (60)  days of the Closing Date,  the  Borrower  shall
furnish  to the Agent (with sufficient copies for the Lenders),  the
audited financial statements for the 1999 fiscal year of Mega Marts,
Inc.

     4.2. Each Credit Extension.   The Lenders shall not be required
to  make  any  Credit  Extension unless  on  the  applicable  Credit
Extension Date:

          (i)  There exists no Default or Unmatured Default.

          (ii)  The  representations  and  warranties  contained  in
          Article V are true and correct as of such Credit Extension
          Date  except  to  the  extent any such  representation  or
          warranty is stated to relate solely to an earlier date, in
          which case such representation or warranty shall have been
          true and correct on and as of such earlier date.

          (iii)     All legal matters incident to the making of such
          Credit Extension shall be satisfactory to the Lenders  and
          their counsel.

      Each Borrowing Notice or request for issuance of a Facility LC
with  respect  to  each  such Credit Extension  shall  constitute  a
representation  and  warranty by the Borrower  that  the  conditions
contained  in  Sections 4.2(i) and (ii) have  been  satisfied.   Any
Lender  may  require  a  duly  completed compliance  certificate  in
substantially the form of Exhibit 6.3.3 as a condition to making  an
Advance.



                              ARTICLE V

                     REPRESENTATIONS AND WARRANTIES
                     ------------------------------
<PAGE>
      The  Borrower hereby represents and warrants to the Agent  and
each of the Lenders as follows:

     5.1. Organization and Qualification.   Each Loan Party and each
Material  Subsidiary  is  a  corporation,  partnership  or   limited
liability  company  duly organized, validly  existing  and  in  good
standing  or  current status under the laws of its  jurisdiction  of
organization.  Each Loan Party and each Material Subsidiary has  the
lawful  power  to own or lease its properties and to engage  in  the
business  it presently conducts or proposes to conduct.   Each  Loan
Party and each Material Subsidiary is duly licensed or qualified and
in  good  standing or current status in each jurisdiction listed  on
Schedule 5.1 and in all other jurisdictions where the property owned
or  leased by it or the nature of the business transacted by  it  or
both makes such licensing or qualification necessary.  The foregoing
warranty is subject to Section 6.2.6 after the Closing Date.

      5.2.  Subsidiaries .  Schedules 5.1 and 5.2 state the name  of
each   of   the   Borrower's  Subsidiaries,  its   jurisdiction   of
incorporation,  its  authorized  capital  stock,  the   issued   and
outstanding  shares (referred to herein as the "Subsidiary  Shares")
and  the  owners  thereof  if it is a corporation,  its  outstanding
partnership  interests  (the "Partnership Interests")  if  it  is  a
partnership and its outstanding limited liability company interests,
interests  assigned  to  managers  thereof  and  the  voting  rights
associated  therewith  (the "LLC Interests")  if  it  is  a  limited
liability company.  The Borrower and each Subsidiary of the Borrower
has  good  and  marketable title to all of  the  Subsidiary  Shares,
Partnership Interests and LLC Interests it purports to own, free and
clear  in each case of any Lien.  All Subsidiary Shares, Partnership
Interests  and  LLC  Interests have been  validly  issued,  and  all
Subsidiary  Shares  are fully paid and nonassessable.   All  capital
contributions and other consideration required to be made or paid in
connections with the issuance of the Partnership Interests  and  LLC
Interests have been made or paid, as the case may be.  There are  no
options,  warrants or other rights outstanding to purchase any  such
Subsidiary Shares, Partnership Interests or LLC Interests except  as
indicated on Schedule 5.2.

      5.3. Power and Authority.   Each Loan Party has full power  to
enter  into, execute, deliver and carry out this Agreement  and  the
other  Loan  Documents  to  which  it  is  a  party,  to  incur  the
Indebtedness contemplated by the Loan Documents and to  perform  its
Obligations under the Loan Documents to which it is a party, and all
such  actions have been duly authorized by all necessary proceedings
on its part.

     5.4  Validity and Binding Effect.       This Agreement has been
duly and validly executed and delivered by each Loan Party, and each
other Loan Document which any Loan Party is required to execute  and
deliver on or after the date hereof will have been duly executed and
delivered  by  such Loan Party on the required date of  delivery  of
<PAGE>
such  Loan  Document.  This Agreement and each other  Loan  Document
constitutes,   or   will  constitute,  legal,  valid   and   binding
obligations  of each Loan Party which is or will be a party  thereto
on  and after its date of delivery thereof, enforceable against such
Loan  Party in accordance with its terms, except to the extent  that
enforceability  of  any  of such Loan Document  may  be  limited  by
bankruptcy, insolvency, reorganization, moratorium or other  similar
laws affecting the enforceability of creditors' rights generally  or
limiting the right of specific performance.

      5.5. No Conflict.   Neither the execution and delivery of this
Agreement  or  the other Loan Documents by any Loan  Party  nor  the
consummation  of  the transaction herein or therein contemplated  or
compliance with the terms and provisions hereof or thereof by any of
them will conflict with, constitute a default under or result in any
breach  of  (i)  the  terms  and  conditions  of  the  articles   or
certificate  of  incorporation,  bylaws,  certificate   of   limited
partnership,   partnership  agreement,  certificate  of   formation,
limited   liability   company  agreement  or  other   organizational
documents  of  any  Loan  Party or (ii) any  law  or  any  agreement
material  to the Borrower and its Subsidiaries taken as a  whole  or
instrument or order, writ, judgment, injunction or decree  to  which
any Loan Party or any of its Subsidiaries is a party or by which  it
or  any  of its Subsidiaries is bound or to which it is subject,  or
result  in  the  creation  or enforcement of  any  Lien,  charge  or
encumbrance whatsoever upon any property (now or hereafter acquired)
of  any  Loan  Party  or any of its Subsidiaries (other  than  Liens
granted under the Loan Documents).

      5.6. Litigation.   There are no actions, suits, proceedings or
investigations  pending  or, to the knowledge  of  any  Loan  Party,
threatened  against such Loan Party or any Subsidiary of  such  Loan
Party  at  law or equity before any Official Body which individually
or in the aggregate may have a Material Adverse Effect.  None of the
Loan  Parties or any Subsidiaries of any Loan Party is in  violation
of  any  order, writ, injunction or any decree of any Official  Body
which may have a Material Adverse Effect.

      5.7.  Title  to  Properties.    Subject  to  the  transactions
permitted under Section 6.2.7(i), the real property owned or  leased
by  each  Loan Party and each Subsidiary of each Loan Party  on  the
date  hereof (excluding facilities which a Loan Party or  Subsidiary
of  a  Loan  Party leases as lessee and subleases as the lessor  and
which  such  Loan Party does not operate and excluding  the  "vacant
leased locations" set forth on Schedule 5.7(a) which a Loan Party or
Subsidiary of a Loan Party leases but does not sublease for  grocery
store  use) is described on Schedule 5.7 (subject to Section  5.23).
Each Loan Party and each Subsidiary of each Loan Party has good  and
marketable  title  to or valid leasehold interest  in  all  material
properties,  assets  and other rights which it purports  to  own  or
lease  or  which are reflected as owned or leased on its  books  and
records,  free  and  clear  of  all Liens  and  encumbrances  except
Permitted  Liens,  and subject to the terms and  conditions  of  the
applicable  leases.  All leases of property are in  full  force  and
effect  in  all  material respects without  the  necessity  for  any
consent which has not previously been obtained upon consummation  of
the transactions contemplated hereby.

     5.8. Financial Statements.

      (i)  Historical Statements.  The Borrower has delivered to the
Agent  copies  of its audited consolidated financial statements  for
its fiscal years ending on or about January 3, 1998, January 2, 1999
and  January 1, 2000 (the "Historical Statements").  The  Historical
Statements  were compiled from the books and records  maintained  by
the  Borrower's  management, are correct  and  complete  and  fairly
<PAGE>
represent  the consolidated financial condition of the Borrower  and
its Subsidiaries as of their dates and the results of operations for
the  fiscal  periods then ended and have been prepared in accordance
with Agreement Accounting Principles consistently applied.
      (ii)  Accuracy of Financial Statements.  Neither the  Borrower
nor  any  of  its  Subsidiaries has any liabilities,  contingent  or
otherwise,  or any forward or long-term commitments,  which  in  the
case of any of the foregoing are required under Agreement Accounting
Principles to be disclosed in the Historical Statements  or  in  the
notes  thereto  and  are not so disclosed, and except  as  disclosed
therein  there  are  no unrealized or anticipated  losses  from  any
commitments of the Borrower or any Subsidiary of the Borrower  which
may  have  a Material Adverse Effect.  Since January 1, 2000,  there
has been no Material Adverse Effect on the business or operations of
the Loan Parties.

      5.9.  Use of Proceeds; Margin Stock.   The Loan Parties intend
to  use the proceeds of the Loans in accordance with Section 6.1.10.
None  of  the  Loan Parties or any Subsidiaries of  any  Loan  Party
engages or intends to engage principally, or as one of its important
activities,  in  the business of extending credit for  the  purpose,
immediately, incidentally or ultimately, of purchasing  or  carrying
margin   credit  for  the  purpose,  immediately,  incidentally   or
ultimately,  of  purchasing or carrying  margin  stock  (within  the
meaning  of Regulation U).  No part of the proceeds of any Loan  has
been  or  will be used, immediately, incidentally or ultimately,  to
purchase or carry any margin stock or to extend credit to others for
the  purpose of purchasing or carrying any margin stock or to refund
Indebtedness  originally  incurred for  such  purpose,  or  for  any
purpose  which entails a violation of or which is inconsistent  with
the  provisions of the regulations of the Board of Governors of  the
Federal  Reserve System.  None of the Loan Parties or any Subsidiary
of  any  Loan Parties holds or intends to hold margin stock in  such
amounts that more than 25% of the reasonable value of the assets  of
any  Loan  Party  or Subsidiary of any Loan Party  are  or  will  be
represented by margin stock.

      5.10  Full Disclosure.   Neither this Agreement nor any  other
Loan  Document, nor any certificate, statement, agreement  or  other
documents  furnished  to  the  Agent or  any  Lender  in  connection
herewith  or therewith, contains any untrue statement of a  material
fact  or  omits to state a material fact necessary in order to  make
the  statements  contained  herein and  therein,  in  light  of  the
circumstances under which they were made, not misleading.  There  is
no  fact  known to any Loan Party which materially adversely affects
the  business,  property, assets, financial  condition,  results  of
operations  or prospects of any Material Subsidiary or the  Borrower
and  its Subsidiaries taken as a whole which has not been set  forth
in  this Agreement or in the certificates, statements, agreements or
other  documents furnished in writing to the Agent and  the  Lenders
prior  to  or at the date hereof in connection with the transactions
contemplated hereby.

      5.11.      Taxes  .  All federal, state, local and  other  tax
returns required to have been filed with respect to each Loan  Party
and  each Subsidiary of each Loan Party have been filed, and payment
or  adequate provision has been made for the payment of  all  taxes,
fees,  assessments and other governmental charges which have or  may
become  due  pursuant  to said returns or to  assessments  received,
except  to  the extent that such taxes, fees, assessments and  other
<PAGE>
charges are being contested in good faith by appropriate proceedings
diligently   conducted  and  for  which  such  reserves   or   other
appropriate  provisions, if any, as shall be required  by  Agreement
Accounting Principles shall have been made.  There are no agreements
or  waivers extending the statutory period of limitations applicable
to  any federal income tax return of any Loan Party or Subsidiary of
any Loan Party for any period.
      5.12.      Consents  and  Approvals.   No  consent,  approval,
exemption,  order or authorization of, or a registration  or  filing
with,  any Official Body or any other Person is required by any  law
or  any  agreement  in connection with the execution,  delivery  and
carrying out of this Agreement and the other Loan Documents  by  any
Loan  Party,  except as listed on Schedule 5.12, all of which  shall
have been obtained or made on or prior to the Closing Date except as
otherwise indicated on Schedule 5.12.

      5.13.      No  Event of Default; Compliance with  Instruments.
No  event has occurred and is continuing and no condition exists  or
will  exist after giving effect to the Credit Extensions to be  made
on  the  Closing Date under or pursuant to the Loan Documents  which
constitutes  a  Default  or Unmatured Default.   None  of  the  Loan
Parties or any Subsidiaries of any Loan Party is in violation of (i)
any  term  of its articles or certificate of incorporation,  bylaws,
certificate   of   limited   partnership,   partnership   agreement,
certificate  of  formation, limited liability company  agreement  or
other  organizational  documents or (ii) any material  agreement  or
instrument  to  which it is a party or by which it  or  any  of  its
properties may be subject or bound where such violation would have a
Material Adverse Effect.

      5.14.      Patents,  Trademarks,  Copyrights,  Licenses,  Etc.
Each  Loan  Party  and each Subsidiary of each Loan  Party  owns  or
possesses all the material patents, trademarks, service marks, trade
names, copyrights, licenses, registrations, franchises, permits  and
rights  necessary to own and operate its properties and to carry  on
its  business as presently conducted and planned to be conducted  by
such  Loan  Party or Subsidiary, without known possible, alleged  or
actual  conflict  with  the rights of others, except  for  conflicts
which could not have a Material Adverse Effect.

      5.15.     Insurance.   All insurance policies and other  bonds
to which each Loan Party or Subsidiary of any Loan Party is a party,
are valid and in full force and effect.  No notice has been given or
claim  made  and  no grounds exist to cancel or avoid  any  of  such
policies or bonds or to reduce the coverage provided thereby.   Such
policies  and  bonds  provide adequate coverage from  reputable  and
financially  sound  insurers in amounts  sufficient  to  insure  the
assets and risks of each Loan Party and each Subsidiary of each Loan
Party  in  accordance with prudent business practice in the industry
of the Loan Parties and their Subsidiaries.

      5.16.      Compliance with Laws.   The Loan Parties and  their
Subsidiaries  are  in compliance in all material respects  with  all
applicable   laws   (other  than  Environmental   Laws   which   are
specifically  addressed  in Section 5.21) in  all  jurisdictions  in
which any Loan Party or Subsidiary of any Loan Party is presently or
will  be doing business except where the failure to do so would  not
have a Material Adverse Effect.

      5.17.      Material  Contracts; Burdensome Restrictions.   All
contracts material to the Loan Parties and their Subsidiaries  taken
as  a  whole relating to the business operations of each Loan  Party
and  each  Subsidiary  of  each Loan Party, including  all  material
employee  benefit plans and Labor Contracts are valid,  binding  and
<PAGE>
enforceable upon such Loan Party or Subsidiary and each of the other
parties thereto in accordance with their respective terms, and there
is  no  default  thereunder, to the Loan  Parties'  knowledge,  with
respect  to parties other than such Loan Party or Subsidiary.   None
of   the  Loan  Parties  or  their  Subsidiaries  is  bound  by  any
contractual  obligation,  or  subject  to  any  restriction  in  any
organization document, or any requirement of law which could have  a
Material Adverse Effect.

      5.18.     Investment Companies: Regulated Entities.    None of
the  Loan  Parties  or  any Subsidiaries of any  Loan  Party  is  an
"investment  company" registered or required to be registered  under
the  Investment  Company Act of 1940 or under the  "control"  of  an
"investment  company" as such terms are defined  in  the  Investment
Company  Act  of  1940  and  shall not become  such  an  "investment
company" or under such "control."  None of the Loan Parties  or  any
Subsidiaries  of any Loan Party is subject to any other  Federal  or
state   statute  or  regulation  limiting  its  ability   to   incur
Indebtedness for borrowed money.

          5.19.      Plans and Benefit Arrangements.  Except as  set
          forth on Schedule 5.19:

     (i)  The Borrower and each other member of the Controlled Group
are  in  compliance  in all material respects  with  any  applicable
provisions of ERISA with respect to all Benefit Arrangements,  Plans
and  Multiemployer Plans.  There has been no Prohibited  Transaction
with  respect to any Benefit Arrangement or any Plan or, to the best
knowledge of the Borrower, with respect to any Multiemployer Plan or
Multiemployer Plan, which could result in any material liability  of
the  Borrower  or  any  other member of the Controlled  Group.   The
Borrower  and  all other members of the Controlled Group  have  made
when  due  any  and  all  payments required to  be  made  under  any
agreement  relating to a Multiemployer Plan or a  Multiple  Employer
Plan  or any law pertaining thereto.  With respect to each Plan  and
Multiemployer  Plan,  the  Borrower and each  other  member  of  the
Controlled  Group (i) have fulfilled in all material respects  their
obligations under the minimum funding standards of ERISA, (ii)  have
not  incurred  any  liability to the PBGC, and (iii)  have  not  had
asserted against them any penalty for failure to fulfill the minimum
funding requirements of ERISA.

       (ii)   To   the  best  of  the  Borrower's  knowledge,   each
Multiemployer  Plan  and  Multiple Employer  Plan  is  able  to  pay
benefits thereunder when due.

      (iii)      Neither the Borrower nor any other  member  of  the
Controlled  Group has instituted or intends to institute proceedings
to terminate any Plan.

      (iv)  No  event  requiring notice to the  PBGC  under  Section
302(f)(4)(A) of ERISA has occurred or is reasonably expect to  occur
with  respect  to any Plan, and no amendment with respect  to  which
security is required under Section 307 of ERISA has been made or  is
reasonably expected to be made to any Plan.

      (v)   The  aggregate actuarial present value  of  all  benefit
liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in, and as of the date of,  the
most  recent  actuarial report for such Plan, does  not  exceed  the
aggregate fair market value of the assets of such Plan.
<PAGE>
      (vi)  Neither  the  Borrower  nor  any  other  member  of  the
Controlled  Group has incurred or reasonably expects  to  incur  any
material withdrawal liability under ERISA to any Multiemployer  Plan
or  Multiple  Employer  Plan.  Neither the Borrower  nor  any  other
member   of   the  Controlled  Group  has  been  notified   by   any
Multiemployer Plan or Multiple Employer Plan that such Multiemployer
Plan  or  Multiple  Employer  Plan has been  terminated  within  the
meaning  of  Title  IV of ERISA and, to the best  knowledge  of  the
Borrower,  no  Multiemployer  Plan  or  Multiple  Employer  Plan  is
reasonably  expected  to  be reorganized or terminated,  within  the
meaning of Title IV of ERISA.

      (vii)      To  the  extent  that any  Benefit  Arrangement  is
insured, the Borrower and all other members of the Controlled  Group
have  paid when due all premiums required to be paid for all periods
through   the  Closing  Date.   To  the  extent  that  any   Benefit
Arrangement  is funded other than with insurance, the  Borrower  and
all  other  members of the Controlled Group have made when  due  all
contributions  required  to  be paid for  all  periods  through  the
Closing Date.

      (viii)     All  Plans, Benefit Arrangements and  Multiemployer
Plans  have  been  administered in accordance with their  terms  and
applicable law.

      5.20.      Employment Matters.   Each of the Loan Parties  and
each  Subsidiary of each Loan Party is in compliance with the  Labor
Contracts  and  all applicable federal, state and  local  labor  and
employment   laws  including  those  related  to  equal   employment
opportunity  and affirmative action, labor relations, minimum  wage,
overtime,  child  labor,  medical  insurance  continuation,   worker
adjustment  and relocation notices, immigration controls and  worker
and  unemployment compensation, in each case where  the  failure  to
comply  would  have  a  Material  Adverse  Effect.   There  are   no
outstanding  grievances,  arbitration awards  or  appeals  therefrom
arising out of the Labor Contracts or current or threatened strikes,
picketing,  hand  billing or other work stoppages  or  slowdowns  at
facilities  of any of the Loan Parties or any of their  Subsidiaries
which in any case would have a Material Adverse Effect.

      5.21.      Environmental  Matters.   Except  as  disclosed  on
Schedule 5.21 and except as are not or could not individually or  in
the aggregate have a Material Adverse Effect:

      (i)   None of the Loan Parties or any Subsidiaries of any Loan
Party  has  received any Environmental Complaint from  any  Official
Body  or  private Person alleging that such Loan Party or Subsidiary
or  any  prior  or  subsequent owner of any of  the  Property  is  a
potentially  responsible party under the Comprehensive Environmental
Response, Cleanup and Liability Act, 42. U.S.C.  9601, et seq.,  and
none  of  the  Loan Parties has any reason to believe that  such  an
Environmental Complaint might be received.  There are no pending or,
to  any  Loan Party's knowledge, threatened Environmental Complaints
relating  to any Loan Party or Subsidiary of any Loan Party  or,  to
any Loan Party's knowledge, any prior or subsequent owner of any  of
the  Property  pertaining to, or arising out of,  any  Environmental
Conditions.

      (ii)  There are no circumstances at, on or under  any  of  the
Property that constitute a breach of or non-compliance with  any  of
the   Environmental  Laws,  and  there  are  no  past   or   present
Environmental Conditions at, on or under any of the Property or,  to
any  Loan Party's knowledge, at, on or under adjacent property, that
prevent  compliance  with  the Environmental  Laws  at  any  of  the
Property.
<PAGE>
      (iii)      Neither  any  of the Property nor  any  structures,
improvements, equipment, fixtures, activities or facilities  thereon
or   thereunder  contain  or  use  Regulated  Substances  except  in
compliance   with  Environmental  Laws.   There  are  no  processes,
facilities,  operations, equipment or other  activities  at,  on  or
under any of the Property, or, to any Loan Party's knowledge, at  on
or  under adjacent property, that currently result in the release or
threatened release of Regulated Substances onto any of the Property,
except  to the extent that such releases or threatened releases  are
not  a  breach  of or otherwise not a violation of the Environmental
Laws.

      (iv)  There  are  no  aboveground storage  tanks,  underground
storage tanks or underground piping associated with such tanks, used
for  the management of Regulated Substances at, on or under  any  of
the  Property  that  (a)  do not have, to  the  extent  required  by
Environmental Laws, a full operational secondary containment  system
in  place,  and  (b)  are  not  otherwise  in  compliance  with  all
Environmental  Laws.   There  are no abandoned  underground  storage
tanks  or  underground piping associated with such tanks, previously
used for the management of Regulated Substances at, on or under  any
of  the  Property  that  have not either been  closed  in  place  in
accordance with Environmental Laws or removed in compliance with all
applicable  Environmental Laws and no contamination associated  with
the  use of such tanks exists on any of the Property that is not  in
compliance with Environmental Laws.

     (v)  Each Loan Party and each Subsidiary of each Loan Party has
all  material permits, licenses, authorizations, plans and approvals
necessary  under Environmental Laws for the conduct of the  business
of  such Loan Party or Subsidiary as presently conducted.  Each Loan
Party  and  each  Subsidiary of each Loan Party  has  submitted  all
material  notices,  reports  and  other  filings  required  by   the
Environmental Laws to be submitted to an Official Body which pertain
to past and current operations on any of the Property.

     (vi)  All  past  and  present  on-site  generation,  storage,
processing, treatment, recycling, reclamation, disposal or other use
or  management of Regulated Substances at, on, or under any  of  the
Property  and  all  off-site  transportation,  storage,  processing,
treatment,  recycling,  reclamation,  disposal  or  other   use   or
management of Regulated Substances have been done in accordance with
the Environmental Laws.

     5.22.      Subordinated Indebtedness.   The Secured Obligations
constitute senior indebtedness which is entitled to the benefits  of
the   subordination  provisions  of  all  outstanding   Subordinated
Indebtedness.

     5.23.       Updates  to  Schedules.     Should  any  of   the
information or disclosures provided on any of the Schedules attached
hereto  become  outdated or incorrect in any material  respect,  the
Borrower  shall provide the Agent in writing with such revisions  or
updates  to  such  Schedule as may be necessary  or  appropriate  to
update or correct same:
<PAGE>
     (a)  promptly after such schedule becomes outdated or incorrect
in  the case of Schedules 5.7 (title to properties, with respect  to
warehouse locations),  5.12 (consents and approvals), 5.19 (employee
benefit  plan  disclosures),  and 5.21 (environmental  disclosures);
notwithstanding  this clause (a) neither Schedule 5.7,  5.12,  5.19,
nor Schedule 5.21 shall be deemed to have been amended, modified  or
superseded by any correction or update thereto, nor shall any breach
of  warranty  or  representation resulting from  the  inaccuracy  or
incompleteness  of  such  Schedule be  deemed  to  have  been  cured
thereby,  unless and until the Required Lenders, in their  sole  and
absolute  discretion, shall have accepted in writing such  revisions
or updates to such Schedule, and

      (b) on a quarterly basis at the time the Borrower delivers its
compliance  certificate described in Section 6.3.3 in  the  case  of
Schedules  5.1 (qualifications to do business ), 5.2 (subsidiaries),
and  5.7  (title to properties, with respect to property other  than
warehouse locations).

     5.24.     Solvency.   (i) Immediately after the consummation of
the  transactions  to  occur  on the  date  hereof  and  immediately
following the making of each Credit Extension, if any, made  on  the
date  hereof  and  after  giving effect to the  application  of  the
proceeds of such Credit Extensions, (a) the fair value of the assets
of  the Borrower and its Subsidiaries on a consolidated basis, at  a
fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Borrower and its Subsidiaries  on  a
consolidated  basis;  (b) the present fair  saleable  value  of  the
Property  of  the  Borrower and its Subsidiaries on  a  consolidated
basis  will be greater than the amount that will be required to  pay
the  probable  liability of the Borrower and its Subsidiaries  on  a
consolidated   basis   on   their  debts  and   other   liabilities,
subordinated,  contingent or otherwise,  as  such  debts  and  other
liabilities  become absolute and matured; (c) the Borrower  and  its
Subsidiaries on a consolidated basis will be able to pay their debts
and  liabilities,  subordinated, contingent or  otherwise,  as  such
debts  and  liabilities become absolute and  matured;  and  (d)  the
Borrower and its Subsidiaries on a consolidated basis will not  have
unreasonably  small capital with which to conduct the businesses  in
which they are engaged as such businesses are now conducted and  are
proposed to be conducted after the date hereof.

      (ii) The Borrower does not intend to, or to permit any of  its
Subsidiaries  to,  and  does not believe  that  it  or  any  of  its
Subsidiaries will, incur debts beyond its ability to pay such  debts
as  they  mature, taking into account the timing of and  amounts  of
cash  to be received by it or any such Subsidiary and the timing  of
the  amounts  of  cash  to  be payable  on  or  in  respect  of  its
Indebtedness or the Indebtedness of any such Subsidiary.
<PAGE>

                         ARTICLE VI

                         COVENANTS
                         ---------

          6.1. Affirmative Covenants.

      During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:

           6.1.1.   Preservation of Existence, Etc.    The  Borrower
shall,  and  shall cause each of its Subsidiaries to,  maintain  its
legal  existence  as a corporation, limited partnership  or  limited
liability company and its license or qualification and good standing
or  current  status in each jurisdiction in which its  ownership  or
lease  of property or the nature of its business makes such  license
or  qualification necessary, except as otherwise expressly permitted
in Section 6.2.6.

           6.1.2.   Payment  of Liabilities, Including  Taxes,  Etc.
The  Borrower  shall, and shall cause each of its  Subsidiaries  to,
duly  pay  and discharge all liabilities to which it is  subject  or
which  are asserted against it, promptly as and when the same  shall
become  due  and  payable,  including  all  taxes,  assessments  and
governmental  charges  upon  it or any of  its  properties,  assets,
income  or  profits,  prior to the date on  which  penalties  attach
thereto,  except  to  the  extent that such  liabilities,  including
taxes, assessments or charges, are being contested in good faith and
by  appropriate and lawful proceedings diligently conducted and  for
which such reserve or other appropriate provisions, if any, as shall
be required by Agreement Accounting Principles shall have been made,
but   only  to  the  extent  that  failure  to  discharge  any  such
liabilities would not result in any additional liability which would
have  a Material Adverse Effect, provided that the Loan Parties  and
their Subsidiaries will pay all such liabilities forthwith upon  the
commencement  of proceedings to foreclose any Lien  which  may  have
attached as security therefor if such proceedings or Lien could have
a Material Adverse Effect.

           6.1.3.   Maintenance of Insurance.   The Borrower  shall,
and  shall  cause each of its Subsidiaries to, insure its properties
and  assets against loss or damage by fire and such other  insurable
hazards  as  such  assets  are  commonly  insured  (including  fire,
extended  coverage,  property damage, workers' compensation,  public
liability  and  business interruption insurance) and  against  other
risks  (including  errors and omissions) in such amount  as  similar
properties  and assets are insured by prudent companies  in  similar
circumstances carrying on similar businesses, and with reputable and
financially sound insurers, including self-insurance to  the  extent
customary,  all  as  reasonably determined by  the  Agent.   Without
limiting the generality of the foregoing, the Agent, for itself  and
the  benefit  of  the other Lenders, shall be named as  lender  loss
<PAGE>
payee and mortgagee under any insurance policy which relates to  the
Collateral  (as  that  term is defined in the  Pledge  and  Security
Agreements) or relates to any real estate covered by a Mortgage  and
shall  be  named  as  an  additional insured  with  respect  to  the
Borrowers' and its Subsidiaries' liability insurance policies.   The
Borrower shall, at the Agent's request, provide copies to the  Agent
of  all  insurance  policies  and  other  material  related  thereto
maintained  by  the Borrower or any Subsidiary from  time  to  time.
Pursuant  to  Section 4.1(xx), the Borrower shall supply  the  Agent
with  certificates of insurance evidencing that the Agent  has  been
named  an  additional  insured for purposes of  this  provision  and
further  providing  that no such policy of insurance  on  which  the
Agent  has  been  named  as lender loss payee and  mortgagee  and/or
additional  insured may be canceled or terminated without  a  thirty
(30) day written notice to the Agent.

            6.1.4.   Maintenance  of  Properties  and  Leases.   The
Borrower  shall,  and  shall  cause each  of  its  Subsidiaries  to,
maintain in good repair, working order and condition (ordinary  wear
and  tear excepted) in accordance with the general practice of other
businesses  of  similar character and size, all of those  properties
useful  or  necessary to its business, and from time to  time,  such
Loan  Party  will make or cause to be made all appropriate  repairs,
renewals or replacements thereof.

           6.1.5.   Maintenance  of Patents, Trademarks,  Etc.   The
Borrower  shall,  and  shall  cause each  of  its  Subsidiaries  to,
maintain  in full force and effect all patents, trademarks,  service
marks,  trade names, copyrights, licenses, franchises,  permits  and
other  authorizations necessary for the ownership and  operation  of
its  properties and business if the failure so to maintain the  same
would have a Material Adverse Effect.

           6.1.6.  Visitation Rights.  The Borrower shall, and shall
cause  each  of its Subsidiaries to, permit any of the  officers  or
authorized employees or representatives of the Agent or any  of  the
Lenders  to  visit and inspect any of its properties and to  examine
and  make  excerpts  from  its books and  records  and  discuss  its
business  affairs, finances and accounts with its officers,  all  in
such detail and at such times and as often as any of the Lenders may
reasonably  request,  provided that, prior to the  occurrence  of  a
Default,  each Lender shall provide the Borrower and the Agent  with
reasonable  notice prior to any visit or inspection.  In  the  event
any  Lender  desires  to conduct an audit of any  Loan  Party,  such
Lender  shall  make  a  reasonable  effort  to  conduct  such  audit
contemporaneously with any audit to be performed by the Agent.

          6.1.7.  Keeping of Records and Books of Account.       The
Borrower  shall,  and  shall  cause each  of  its  Subsidiaries  to,
maintain  and  keep proper books of record and account which  enable
the  Borrower and its Subsidiaries to issue financial statements  in
accordance  with  Agreement Accounting Principles and  as  otherwise
required by applicable laws of any Official Body having jurisdiction
over  the  Borrower or any Subsidiary of the Borrower, and in  which
full,  true  and  correct  entries shall be  made  in  all  material
respects of all its dealings and business and financial affairs.
<PAGE>
           6.1.8.   Plans and Benefit Arrangements.    The  Borrower
shall, and shall cause each other member of the Controlled Group to,
comply with ERISA, the Code and other applicable laws applicable  to
Plans  and Benefit Arrangements except where such failure, alone  or
in  conjunction  with any other failure, would not have  a  Material
Adverse  Effect.  Without limiting the generality of the  foregoing,
the  Borrower shall cause all its Plans and all Plans maintained  by
any  member of the Controlled Group to be funded in accordance  with
the  minimum funding requirements of ERISA and shall make, and cause
each member of the Controlled Group to make, in a timely manner, all
contributions  due to Plans, Benefit Arrangements and  Multiemployer
Plans.

           6.1.9.   Compliance with Laws.   The Borrower shall,  and
shall  cause each of its Subsidiaries to, comply with all applicable
laws,  including  all Environmental Laws, in all respects,  provided
that  it shall not be deemed to be a violation of this Section 6.1.9
if  any  failure to comply with any law would not result  in  fines,
penalties,   remediation   costs,  other  similar   liabilities   or
injunctive  relieve  which in the aggregate would  have  a  Material
Adverse Effect.

          6.1.10.  Use of Proceeds.

                6.1.10.1.  General.   The Loan Parties will use  the
Facility  LCs and the proceeds of the Revolving Loans  only  (i)  to
refinance existing Indebtedness, (ii) for general corporate purposes
and  (iii)  to  make  acquisitions permitted  hereunder.   The  Loan
Parties  will  use  the  proceeds of the  Term  Loans  only  (i)  to
refinance  existing  Indebtedness and  (ii)  for  general  corporate
purposes.

               6.1.10.2.  Margin Stock.   The Loan Parties shall not
use the proceeds of the Loans to purchase margin stock as more fully
provided in Section 5.9.

               6.1.10.3.   Section  20  Subsidiaries.    The  Loan
Parties  will  not, directly or indirectly, use any portion  of  the
proceeds  of  the  Loans  (i) knowingly to purchase  any  Ineligible
Securities from a Section 20 Subsidiary during any period  in  which
such  Section  20  Subsidiary  makes a  market  in  such  Ineligible
Securities,  (ii) knowingly to purchase during the  underwriting  or
placement   period  Ineligible  Securities  being  underwritten   or
privately  placed  by  a Section 20 Subsidiary,  or  (iii)  to  make
payments   of   principal  or  interest  on  Ineligible   Securities
underwritten  or  privately placed by as Section 20  Subsidiary  and
issued  by or for the benefit of any Loan Party or any Affiliate  of
any Loan Party.

           6.1.11.  Subordination of Intercompany Loans.  Each  Loan
Party shall cause any intercompany Indebtedness or loans or advances
owed  by  any  Loan Party to any other Loan Party to be subordinated
pursuant to the terms of the Intercompany Subordination Agreement.

           6.1.12.  Rate Management Transactions[6.22.Required  Rate
Hedging  Agreements.    Within  10  Business  Days  of  the  initial
Extension  of Credit, the Borrower will enter into one or more  Rate
Management  Transactions  with one or  more  financial  institutions
acceptable  to the Required Lenders in their reasonable  discretion,
providing  for a fixed rate of interest on a notional amount  of  at
least $ 40,000,000 and an average weighted maturity of at least  two
years.
<PAGE>
     6.2. Negative Covenants.

      During the term of this Agreement, unless the required Lenders
shall otherwise consent in writing:
          6.2.1.  Indebtedness.    The Borrower shall not, and shall
not  permit  any of its Subsidiaries to, at any time create,  incur,
assume or suffer to exist any Indebtedness, except:

          (i)  Indebtedness under the Loan Documents;

          (ii) Indebtedness evidenced by the Mega Marts Notes which
is   subordinated  pursuant  to  the  terms  of  the   Subordination
Agreement;

          (iii) Existing Indebtedness as set forth on Schedule
6.2.1  (including any extensions or renewals thereof, provided there
is  no increase in the amount thereof or other significant change in
the terms thereof unless otherwise specified on Schedule 6.2.1;

          (iv)  Indebtedness  secured by  Purchase  Money  Security
Interests not exceeding $25,000,000;

          (v)   Indebtedness of a Loan Party or a Subsidiary  of  a
Loan  Party  to another Loan Party or a Subsidiary of a  Loan  Party
which  is  subordinated pursuant to the terms  of  the  Intercompany
Subordination Agreement;

          (vi)  Indebtedness of the Borrower in respect  of  up  to
$1,000,000  (plus interest accrued thereon at a rate not  to  exceed
8.25%  per  annum) in noncompetition payments to be made to  certain
former shareholders of Mega Marts, Inc. pursuant to the terms of the
Mega Marts Agreement;

          (vii) Indebtedness  arising  under  Rate  Management
Transactions  having  a  Net Mark-to-Market Exposure  not  exceeding
$10,000,000;

          (viii) Contingent Obligations permitted under Section
6.2.3(iii), (iv) and (v);

          (ix)   Indebtedness the proceeds of which is paid  to
Lenders under Section 2.7.2(a);

          (x)    Indebtedness (other than Indebtedness permitted  by
Section  6.2.1(i) through (ix)) of the Loan Parties,  provided  that
the  amount  thereof  which the Loan Parties  may  have  outstanding
between  the Closing Date and the Term Loan Termination  Date  shall
not exceed $5,000,000 in the aggregate.
<PAGE>
           6.2.2.  Liens.      The Borrower shall not, and shall not
permit any of its Subsidiaries to, at any time create, incur, assume
or  suffer  to  exist  any Lien on any of its  property  or  assets,
tangible or intangible, now owned or hereafter acquired, or agree or
become liable to do so, except Permitted Liens.

            6.2.3.       Contingent    Obligations[6.26.Contingent
Obligations.   The Borrower shall not, and shall not permit  any  of
its  Subsidiaries  to,  make  or  suffer  to  exist  any  Contingent
Obligation (including, without limitation, any Contingent Obligation
with respect to the obligations of a Subsidiary), except:
            (i)   by  endorsement  of  instruments  for  deposit  or
collection in the ordinary course of business;

          (ii)  for the Guaranty;

          (iii) guaranties of Indebtedness permitted hereunder
of  the Loan Parties and their Subsidiaries and guaranties of  other
obligations  of the Loan Parties or their Subsidiaries owed  to  one
another;

          (iv) guaranties of obligations of customers of the  Loan
Parties  or  their Subsidiaries incurred in the ordinary  course  of
their business not in excess of $17,500,000 in the aggregate; and

          (v)  guaranties of obligations of officers of  the  Loan
Parties  or  their Subsidiaries in connection with the  exercise  of
stock options of not in excess of $7,500,000 in the aggregate.

          6.2.4.  Loans and Investments.   The Borrower shall  not,
and shall not permit any of its Subsidiaries to, at any time make or
suffer  to  remain outstanding any loan or advance to, or  purchase,
acquire  or  own any stock, bonds, notes or securities  of,  or  any
partnership  interest  (whether  general  or  limited)  or   limited
liability  company interest in, or any other investment or  interest
in, or make any capital contribution to, any other Person, or agree,
become or remain liable to do any of the foregoing, except:

          (i)  trade credit extended on usual and customary terms in
the ordinary course of business;

          (ii)  advances to employees to meet expenses incurred  by
such employees in the ordinary course of business;

          (iii) Cash Equivalent Investments;

          (iv)  loans, advances and investments in other Loan Parties
or their Subsidiaries;

          (v)   loans to customers and investments in the  ordinary
course  of  the business of  the Loan Parties or their  Subsidiaries
outstanding on the Closing Date and described on Schedule 6.2.4;

          (vi) loans to customers entered into after the date hereof
in  the ordinary course of the business of the Loan Parties or their
Subsidiaries  in  an amount not to exceed at any  one  time  10%  of
Consolidated Tangible Assets at such time;
<PAGE>
          (vii) mergers,  consolidations  and   acquisitions
described in and  permitted under Section 6.2.6; and

          (viii)     loans  not  in  excess of  $7,500,000  in  the
aggregate  to  employees and officers of the Loan Parties  or  their
Subsidiaries in connection with the exercise of stock options.

           6.2.5.    Dividends  and  Related  Distributions.     The
Borrower shall not, and shall not permit any of its Subsidiaries to,
make or pay, or agree to become or remain liable to make or pay, any
dividend  or  other  distribution of any nature  (whether  in  cash,
property,  securities or otherwise) on account of or in  respect  of
its  shares  of  capital  stock, partnership  interests  or  limited
liability  company interest on account of the purchase,  redemption,
retirement  or  acquisition  of its  shares  of  capital  stock  (or
warrants,  options  or  rights therefor),  partnership  interest  or
limited  liability company interests, except that: (a) the  Borrower
may  purchase  or otherwise acquire shares of its capital  stock  by
exchange  for  or out of the proceeds received from a  substantially
concurrent issue of new shares of its capital stock; (b) prior to  a
Default  which  is  continuing, the Borrower may  purchase,  redeem,
retire  or  otherwise acquire shares of its capital stock  owned  by
current  or  former employees, customers or directors in  accordance
with  the policies of Borrower summarized in the documents filed  by
Borrower  with the Securities and Exchange Commission; (c)  Borrower
and  its  Subsidiaries may sell or exchange stock of the  Borrower's
Subsidiaries to or with Borrower and its Subsidiaries; (d) prior  to
a  Default  which  is  continuing, the Borrower  may  pay  Patronage
Dividends in accordance with the terms of the Borrower's by-laws if,
after  such  dividends are paid, the book value  per  share  of  the
Borrower  and its Subsidiaries on a consolidated basis is  at  least
five  percent (5%) greater than such book value on the last  day  of
the  immediately preceding fiscal year,  provided that not more than
forty  percent (40%) of the aggregate amount of Patronage  Dividends
paid  during any fiscal year while this Agreement is in effect shall
be  paid  in  cash or cash equivalents and (e) the Loan Parties  and
their  Subsidiaries may pay dividends to the other Loan  Parties  or
their Subsidiaries.

             6.2.6.     Liquidations,    Mergers,    Consolidations,
Acquisitions.   The Borrower shall not, and shall not permit any  of
its Subsidiaries to, dissolve, liquidate or wind-up its affairs,  or
become  a  party  to  any  merger or consolidation,  or  acquire  by
purchase, lease or otherwise all or substantially all of the  assets
or capital stock of any other Person, provided that

                (1)   any  Loan  Party other than the  Borrower  may
consolidate  with  or   merge  into  another  Loan  Party  and   any
Subsidiary  of  the  Borrower may consolidate with  or  merger  into
another Subsidiary of the Borrower or into a Loan Party if the  Loan
Party shall be the surviving entity, and

               (2)  any Loan Party or Subsidiary of a Loan Party may
acquire,  whether by purchase or by merger, (A) all of the ownership
interests  of another Person or (B) substantially all of  assets  of
another Person or of a business or division of another Person  (each
a  "Permitted  Acquisition") provided that  each  of  the  following
requirements is met:
<PAGE>
                     (i)   if a Loan Party will form or acquire  any
Material   Subsidiary  in  such  acquisition  or  if  any   existing
Subsidiary  shall become a Material Subsidiary as a result  of  such
acquisition,  such  Material Subsidiary shall  execute  a  guarantor
joinder  agreement in form and substance satisfactory to  the  Agent
and   join   this  Agreement,  the  Guaranty  and  the  Intercompany
Subordination Agreement,
                     (ii)  the  business acquired, or  the  business
conducted  by  the  Person  whose  ownership  interests  are   being
acquired, as applicable, shall be substantially the same as  one  or
more  line  or lines of business conducted by the Loan  Parties  and
shall comply with Section 6.2.10,

                     (iii)     no Default or Unmatured Default shall
exist   immediately  prior  to  and  after  giving  effect  to  such
Permitted Acquisition, and

                     (iv)  the  Borrower shall demonstrate  that  it
shall  be  in  compliance with the covenants contained  in  Sections
6.2.1,  6.2.6  and  6.2.14  after giving effect  to  Such  Permitted
Acquisition by delivering at least ten (10) Business Days  prior  to
such  Permitted  Acquisition a certificate in the  form  of  Exhibit
6.2.6 evidencing such compliance.

           6.2.7.   Dispositions  of Assets or  Subsidiaries.    The
Borrower shall not, and shall not permit any of its Subsidiaries to,
engage in any Asset Disposition, except:

           (i)   transactions  in the ordinary  course  of  business
involving  one  or  more  of  the  following:  (w)  the  leasing  or
subleasing of real property, (x) the sale of the assets of a  retail
grocery  store to a Person who will use such assets in the operation
of a grocery store, or (y) the sale of inventory; or (z) any sale of
undeveloped or vacant real property having an aggregate fair  market
value   of   less  than  $10,000,000,   provided,  that   all   such
transactions are subject to the terms of Section 2.7.2(b),  provided
further, that the Lenders acknowledge and agree that any undeveloped
or  vacant  real property having an aggregate fair market  value  of
less  than $10,000,000 shall not be subject to any Mortgage in favor
of  the Agent for the benefit of the Lenders,  provided further, the
Loan  Parties  acknowledge and agree that  should  Borrower  or  any
Subsidiary   of  the  Borrower  acquire  one  or  more  parcels   of
undeveloped or vacant real property having an aggregate fair  market
value  in  excess  of $10,000,000, all such real  estate  shall   be
subject to a Mortgage in favor of the Agent for the benefit  of  the
Lenders;

           (ii)  any  sale,  transfer or lease of assets  (including
stores)  in  the  ordinary course of business which  are  no  longer
necessary  or  required  in the conduct of the  Loan  Party's  or  a
Subsidiary's business;

           (iii)      any sale, transfer or lease of assets  by  any
wholly  owned  Subsidiary of a Loan Party to another Loan  Party  or
another Subsidiary of a Loan Party;

          (iv) any sale, transfer or lease of assets in the ordinary
course of business which are replaced by substitute assets; and

           (v)   any  sale, transfer or lease of assets, other  than
those  specifically excepted pursuant to clauses  (i)  through  (iv)
above, which is approved by the Required Lenders.
<PAGE>
           6.2.8.  Affiliate Transactions.   The Borrower shall not,
and shall not permit any of its Subsidiaries to, enter into or carry
out  any transaction (including purchasing property or services from
or  selling property or services to any Affiliate or any Loan  Party
or  other  Person) unless such transaction is (i) with another  Loan
Party or Subsidiary of a Loan Party or (ii) not otherwise prohibited
by  this  Agreement,  is  entered into in  the  ordinary  course  of
business  upon fair and reasonable arm's-length terms and conditions
and  is  in accordance with all applicable law and the terms thereof
are disclosed to the Agent, provided that if the transaction is with
a  retail customer of the Loan Parties or their Subsidiaries entered
into  in the ordinary course of business, then the requirement above
that  the  Loan  Parties and their Subsidiaries shall  disclose  the
terms thereof to the Agent shall not apply.

          6.2.9.  Subsidiaries, Partnerships and Joint Ventures.

               6.2.9.1.  New Subsidiaries.   The Borrower shall not,
and  shall  not  permit any of its Subsidiaries to,  own  or  create
directly or indirectly any Material Subsidiaries other than (i)  any
Material  Subsidiary which has joined this Agreement,  the  Guaranty
and  the  Intercompany Subordination Agreement on the Closing  Date;
and  (ii)  any  Material  Subsidiary formed or  acquired  after  the
Closing  Date or any Subsidiary which becomes a Material  Subsidiary
after the Closing Date which joins this Agreement, the Guaranty  and
the Intercompany Subordination Agreement as a Guarantor pursuant  to
Section 6.2.6.  No Loan Party shall become or agree to (1) become  a
general  or  limited partner in any general or limited  partnership,
except  that the Loan Parties may be general or limited partners  in
other  Loan Parties and State Street Limited Partnership, (2) become
a member or manager of, or hold a limited liability company interest
in, a limited liability company, except that the Loan Parties may be
members  or managers of, or hold limited liability company interests
in,  other  Loan Parties, or (3) become a joint venturer or  hold  a
joint venture interest in any joint venture.

                6.2.9.2.  Joinder of Subsidiaries as Required  Under
Other  Circumstances.   Each of the following requirements shall  be
met at all times:

                    (A) the consolidated gross  revenues of the Loan
     Parties   over  the  twelve-months  preceding   any   date   of
     determination (as determined according to Agreement  Accounting
     Principles) shall equal or exceed 80% of the consolidated gross
     revenues of the Borrower and all of the Borrower's Subsidiaries
     on such date of determination; and

                     (B)  the  book value of the assets of the  Loan
     Parties  collectively shall equal or exceed  80%  of  the  book
     value of the consolidated assets of the Borrower and all of the
     Borrower's Subsidiaries.
<PAGE>
If  the  Loan  Parties  fail to maintain gross revenues  and  assets
according  to the levels required in clauses (A) and (B) above,  the
Borrower  shall promptly cause additional Subsidiaries to join  this
Agreement, the Guaranty Agreement and the Intercompany Subordination
Agreement  pursuant  to a guarantor joinder agreement  in  form  and
substance  acceptable  to  the Agent,  such  that  the  total  gross
revenues  and assets of the Loan Parties shall meet the requirements
in clauses (A) and (B) above.

           6.2.10.   Continuation  of or Change  in  Business.   The
Borrower shall not, and shall not permit any of its Subsidiaries to,
engage  in  any business other than their current lines of  business
(collectively,  the  "Business"),  substantially  as  conducted  and
operated  by  such  Loan Parties and their Subsidiaries  during  the
present  fiscal  year, and the Loan Parties and  their  Subsidiaries
shall not permit any material change in the Business.

           6.2.11.  Plans and Benefit Arrangements.     Except as to
exceptions on Schedule 5.19, the Borrower shall not, and  shall  not
permit any of its Subsidiaries to:

           (i)  fail to satisfy the minimum funding requirements  of
ERISA and the Code with respect to any Plan;

           (ii)  request a minimum funding waiver from the  Internal
Revenue Service with respect to any Plan;

           (iii)      engage  in a Prohibited Transaction  with  any
Plan,  Benefit Arrangement or Multiemployer Plan which, alone or  in
conjunction  with  any other circumstances or set  of  circumstances
resulting  in  liability under ERISA, would have a Material  Adverse
Effect;

           (iv) permit the aggregate actuarial present value of  all
benefit  liabilities  (whether  or  not  vested)  under  each  Plan,
determined  on a plan termination basis, as disclosed  in  the  most
recent  actuarial  report completed with respect to  such  Plan,  to
exceed, as of any actuarial valuation date, the fair market value of
the assets of such Plan;

           (v)   fail  to  make  when due any  contribution  to  any
Multiemployer Plan that the Borrower or any member of the Controlled
Group  may be required to make under any agreement relating to  such
Multiemployer Plan, or any law pertaining thereto;

            (vi)   withdraw  (completely  or  partially)  from   any
Multiemployer  Plan or withdraw (or be deemed under Section  4062(e)
of  ERISA  to withdraw) from any Multiple Employer Plan,  where  any
such  withdrawal is likely to result in a material liability of  the
Borrower or any member of the Controlled Group.

            (vii)       terminate,  or  institute   proceedings   to
terminate, any Plan, where such termination is likely to result in a
material  liability to the Borrower or any member of the  Controlled
Group;

           (viii)    make any amendment to any Plan with respect  to
which security is required under Section 307 of ERISA; or
<PAGE>
           (ix)  fail  to  give  any and all notices  and  make  all
disclosures  and governmental filings required under  ERISA  or  the
Code,  where  such  failure is likely to  have  a  Material  Adverse
Effect.
           6.2.12.  Fiscal Year.   The Borrower shall not, and shall
not  permit any of its Subsidiaries to, change its fiscal year  from
the  52 or 53 week period ending on the Saturday nearest to December
31 of each year.

            6.2.13.   Changes  in  Organizational  Documents.    The
Borrower shall not, and shall not permit any of its Subsidiaries to,
amend  in  any  respect its certificate or articles of incorporation
(including any provisions or resolutions relating to capital stock),
by-laws,  voting trust agreement, or other organizational  documents
in  any  respect which would affect the authorized capital stock  of
any  Loan  Party  or  the rights of holders of  such  stock  without
providing at least fifteen (15) calendar days' prior written  notice
to  the Agent and the Lenders and, in the event such change would be
adverse  to  the  Lenders as determined by the  Agent  in  its  sole
discretion,  obtaining  the prior written consent  of  the  Required
Lenders.

               6.2.14.  Financial Covenants.

                6.2.14.1.  Minimum Net Worth.   The Borrower will at
all  times maintain Consolidated Net Worth of not less than the  sum
of  (i) $120,000,000 plus (ii) 55% of Consolidated Net Income earned
in  each  fiscal quarter beginning with the quarter ending  July  1,
2000  (without  deduction for losses) plus (iii)  100%  of  the  Net
Proceeds received by the Borrower directly or indirectly, whether in
cash or other property, in connection with any sale of capital stock
of  the  Borrower  (except for sales of stock (i)  to  employees  or
former  employees of the Borrower or its Subsidiaries  according  to
the  Borrower's  stock option plan in effect from time  to  time  or
according  to  policies of the Borrower summarized in the  documents
filed  by  the Borrower with the Securities and Exchange  Commission
and (ii) to retail customers of the Borrower and its Subsidiaries in
the  ordinary course of the Borrower's business) during  the  period
commencing on the Closing Date.

                6.2.14.2.  Leverage Ratio.   The Borrower  will  not
permit  the  ratio, determined as of the end of each of  its  fiscal
quarters,  beginning with the quarter ending July 1,  2000,  of  (i)
Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the
then most-recently ended four fiscal quarters to be greater than the
following ratios for the following periods of time:

          For the Borrower's fiscal
          quarter ended July  1, 2000                4.25  to  1.0

          For the Borrower's fiscal
          quarter ended September 30, 2000           4.00  to  1.0

          For   the  Borrower's fiscal
          quarter ended December 30, 2000            3.75  to  1.0
<PAGE>
          For the Borrower's 2001 fiscal  year:      3.50  to  1.0

          For the Borrower's 2002 fiscal year:       3.25  to  1.0

          At all times following the end
          of the Borrower's 2002 fiscal year:        2.75  to  1.0.

                 6.2.14.3.   Fixed  Charge  Coverage  Ratio.     The
Borrower will not permit the ratio, determined as of the end of each
of  its fiscal quarters for the then most-recently ended four fiscal
quarters,  of (i) Consolidated EBITDA plus Consolidated Net  Rentals
to  (ii) Consolidated Interest Expense plus Consolidated Net Rentals
plus actual scheduled principal payments of Indebtedness plus income
tax  expense  paid  or accrued, all calculated for  the  then  most-
recently  ended  four  fiscal  quarters  of  the  Borrower  and  its
Subsidiaries on a consolidated basis, to be less than the following:

          From July 1, 2000 through the Borrower's
          fiscal  quarter  ended  March 30, 2002     1.5   to  1.0


          For the Borrower's fiscal
          quarter ended June 29, 2002                1.4   to  1.0

          For the Borrower's fiscal
          quarter ended September 28, 2002           1.3   to  1.0

          At December 28, 2002 and
          at all times following the end
          of the Borrower's 2002 fiscal year         1.25  to  1.0

               6.2.14.4.  Capital Expenditures.   The Borrower shall
not permit, and shall not permit any of its Subsidiaries, to make or
contract to make Capital Expenditures which, in the aggregate as  to
the  Borrower and its Subsidiaries, exceed an amount of  $40,000,000
per  fiscal  year for the Borrower's 2000 and 2001 fiscal  years  or
which,  in  the  aggregate as to the Borrower and its  Subsidiaries,
exceed  an  amount  of  $45,000,000 per  fiscal  year  at  any  time
thereafter,  provided, that amounts in respect of permitted  Capital
Expenditures  which  are  not used during any  fiscal  year  may  be
carried over on a non-cumulative basis to the immediately succeeding
fiscal year.

                6.2.15.  Subordinated Indebtedness[6.21.Subordinated
Indebtedness.   The Borrower shall not, and shall not permit any of
<PAGE>
its  Subsidiaries  to,  make any amendment or  modification  to  any
indenture,  note  or  other agreement evidencing  or  governing  any
Subordinated   Indebtedness  (including,  without  limitation,   the
Subordination  Agreement),  or directly  or  indirectly  voluntarily
prepay, defease or in substance defease, purchase, redeem, retire or
otherwise acquire, any Subordinated Indebtedness.

                6.2.16.   Sale  of Accounts[6.24.Sale  of  Accounts.
The Borrower shall not, and shall not permit any of its Subsidiaries
to,  sell  or otherwise dispose of any notes receivable or  accounts
receivable, with or without recourse, except for transactions  among
Loan Parties.

                6.2.17.   Sale and Leaseback Transactions and  other
Off-Balance  Sheet Liabilities[6.25.Sale and Leaseback  Transactions
and  other Off-Balance Sheet Liabilities.   The Borrower shall  not,
nor shall it permit any of its Subsidiaries to, enter into or suffer
to  exist  any  (i)  Sale  and Leaseback Transactions  involving  an
aggregate  amount  in excess of $5,000,000 at any  time  outstanding
from  the Closing Date until the Term Loan Termination Date or  (ii)
any  other  transaction pursuant to which it incurs or has  incurred
Off-Balance   Sheet   Liabilities,  except   for   Rate   Management
Obligations  permitted  to  be incurred  under  the  terms  of  this
Agreement.

                   6.2.18.     Financial    Contracts[6.28.Financial
Contracts.    The  Borrower  will  not,  nor  will  it  permit   any
Subsidiary  to,  enter  into  or remain liable  upon  any  Financial
Contract,  except Rate Management Transactions permitted under  this
Agreement.

       6.3.  Reporting  Requirements.    During  the  term  of  this
Agreement,  unless the Required Lenders shall otherwise  consent  in
writing, the Borrower will furnish or cause to be furnished  to  the
Agent and each of the Lenders:

           6.3.1.   Quarterly Financial Statements  .   As  soon  as
available and in any event within sixty (60) calendar days after the
end  of each of the first three fiscal quarters in each fiscal year,
financial  statements of the Borrower, consisting of a  consolidated
and consolidating balance sheet as of the end of such fiscal quarter
and related consolidated and consolidating statements of income, and
stockholders'  equity and related consolidated cash  flows  for  the
fiscal quarter then ended and the fiscal year through that date, all
in reasonable detail and certified (subject to normal year-end audit
adjustments) by an Authorized Representative as having been prepared
in  accordance  with  Agreement Accounting Principles,  consistently
applied  and subject to year end adjustments, and setting  forth  in
comparative  form  the  respective  financial  statements  for   the
corresponding date and period in the previous fiscal year.

            6.3.2.   Annual  Financial  Statements.    As  soon   as
available and in any event within one hundred and twenty (120)  days
after  the  end  of  each  fiscal year of  the  Borrower,  financial
statements  of  the  Borrower  consisting  of  a  consolidated   and
consolidating balance sheet as of the end of such fiscal  year,  and
related  consolidated and consolidating statements  of  income,  and
stockholders'  equity and related consolidated cash  flows  for  the
fiscal  year then ended, all in reasonable detail and setting  forth
<PAGE>
in  comparative form the financial statements as of the end  of  and
for   the  preceding  fiscal  year,  and  certified  by  independent
certified  public  accountants  of  nationally  recognized  standing
satisfactory to the Agent.  The certificate of report of accountants
shall   be  free  of  qualifications  (other  than  any  consistency
qualification  that may result from a change in the method  used  to
prepare  the  financial  statements as  to  which  such  accountants
concur)  and shall not indicate the occurrence or existence  of  any
event,  condition or contingency which would materially  impair  the
prospect  of  payment of performance of any covenant,  agreement  or
duty of any Loan Party under any of the Loan Documents.

           6.3.3.  Certificate of the Borrower.   Concurrently  with
the  financial statements of the Borrower furnished to the Agent and
to  the  Lenders pursuant to Sections 6.3.1 and 6.3.2, a certificate
of  the  Borrower  signed  by an Authorized  Representative  of  the
Borrower,  in the form of Exhibit 6.3.3, to the effect that,  except
as  described pursuant to Section 6.3.4, (i) the representations and
warranties of the Borrower contained in Article V and in  the  other
Loan  Documents  are true on and as of the date of such  certificate
with  the  same effect as though such representations and warranties
had  been  made  on and as of such date (except representations  and
warranties which expressly relate solely to an earlier date or time)
and  the Loan Parties have performed and complied with all covenants
and  conditions hereof, (ii) no Default or Unmatured Default  exists
and  is  continuing on the date of such certificate (iii) containing
calculations  in sufficient detail to demonstrate compliance  as  of
the  date  of such financial statements with all financial covenants
contained  in  Section 6.2.14 and determining the Applicable  Margin
and the Applicable Fee Rate.

           6.3.4.   Notice of Default.    Promptly after any officer
of  any  Loan Party has learned of the occurrence of any Default  or
Unmatured   Default,   a  certificate  signed   by   an   Authorized
Representative of such Loan Party setting forth the details of  such
Default  or  Unmatured Default and the action which such Loan  Party
proposes to take with respect thereto.

            6.3.5.   Notice  of  Litigation.    Promptly  after  the
commencement  thereof, notice of all actions, suits, proceedings  or
investigations  before or by any Official Body or any  other  Person
against any Loan Party or Subsidiary of any Loan Party which involve
a  claim  or  series of claims in excess of $5,000,000 or  which  if
adversely determined would have a Material Adverse Effect.

            6.3.6.    Forecasts,  Other  Reports  and   Information.
Promptly upon their becoming available to the Borrower:

           (i)  the forecasts or projections of the Borrower, to  be
supplied  not  later  than  one  hundred  twenty  (120)  days  after
commencement of the fiscal year to which any of the foregoing may be
applicable,

           (ii)  any  reports, notices or proxy statements generally
distributed by the Borrower to its stockholders on a date  no  later
than the date supplied to such stockholders,

          (iii)     regular or periodic reports, including Forms 10-
K,  10-Q and 8-K, registration statements and prospectuses, filed by
the Borrower with the Securities and Exchange Commission,

           (iv)  a  copy of any order in any material proceeding  to
which  the Borrower or any of its Subsidiaries is a party issued  by
any Official Body, and

           (v)   such  other reports and information as any  of  the
Lenders  may  from  time to time reasonably request.   The  Borrower
shall  also notify the Lenders promptly of the enactment or adoption
of any law which may have a Material Adverse Effect.
<PAGE>
Promptly  upon  the  request  of the Agent,  any  reports  including
management   letters  submitted  to  the  Borrower  by   independent
accountants in connection with any annual, interim or special audit.

          6.3.7.  Notices Regarding Plans and Benefit Arrangements.
                6.3.7.1.  Certain Events.    Promptly upon  becoming
aware of the occurrence thereof, notice (including the nature of the
event  and,  when  known,  any action taken  or  threatened  by  the
Internal Revenue Service or the PBGC with respect thereto) of:

                (i)  any Reportable Event, other than a merger of  a
Plan  into  another Plan, with respect to the Borrower or any  other
member of the Controlled Group (regardless of whether the obligation
to report said Reportable Event to the PBGC has been waived),

               (ii)  any Prohibited Transaction which could subject
the  Borrower or any other member of the Controlled Group to a civil
penalty  assessed  pursuant to Section 502(i)  of  ERISA  or  a  tax
imposed  by  Section 4975 of the Internal Revenue Code in connection
with  any  Plan,  any  Benefit  Arrangement  or  any  trust  created
thereunder,

              (iii)      any  assertion  of  material  withdrawal
liability with respect to any Multiemployer Plan,

              (iv)  any  partial  or complete  withdrawal  from  a
Multiemployer  Plan  by  the Borrower or any  other  member  of  the
Controlled  Group  under Title IV of ERISA (or  assertion  thereof),
where  such  withdrawal is likely to result in  material  withdrawal
liability,

              (v)   any cessation of operations (by the Borrower or
any  other  member  of the Controlled Group) at a  facility  in  the
circumstances described in Section 4062(e) of ERISA,

             (vii)      withdrawal by the Borrower or  any  other
member  of the Controlled Group to make a payment to a Plan required
to avoid imposition of a Lien under Section 302(f) of ERISA,
             (viii)     the adoption of an amendment  to  a  Plan
requiring the provision of security to such Plan pursuant to Section
307 of ERISA, or

             (ix)  any  change  in the actuarial  assumptions  or
funding  methods used for any Plan, where the effect of such  change
is  to materially increase or materially reduce the unfunded benefit
liability or obligation to make periodic contributions.
<PAGE>
                6.3.7.2.   Notices  of Involuntary  Termination  and
Annual Reports.   Promptly after receipt thereof, copies of (a)  all
notices  received  by  the  Borrower or  any  other  member  of  the
Controlled  Group  of  the  PBGC's  intent  to  terminate  any  Plan
administered  or  maintained by the Borrower or any  member  of  the
Controlled  Group, or to have a trustee appointed to administer  any
such  Plan;  and (b) at the request of the Agent or any Lender  each
annual report (IRS Form 5500 series) and all accompanying schedules,
the  most  recent  actuarial  reports,  the  most  recent  financial
information   concerning  the  financial   status   of   each   Plan
administered  or maintained by the Borrower or any other  member  of
the  Controlled Group, and schedules showing the amounts contributed
to  each  such Plan or by or on behalf of the Borrower or any  other
member  of  the  Controlled Group in which any  of  their  personnel
participate  or from which such personnel may derive a benefit,  and
each  Schedule B (Actuarial Information) to the annual report  filed
by the Borrower or any other member of the Controlled Group with the
Internal Revenue Service with respect to each such Plan.

               6.3.7.3.  Notice of Voluntary Termination.   Promptly
upon  the  filing thereof, copies of any Form 5310, or any successor
or  equivalent form to Form 5310, filed with the PBGC in  connection
with the termination of any Plan.


                                ARTICLE VII

                                 DEFAULTS
                                 --------
     The occurrence of any one or more of the following events shall
constitute a Default:

      7.1.     Any representation or warranty made or deemed made by
or  on  behalf  of  the Borrower or any of its Subsidiaries  to  the
Lenders or the Agent under or in connection with this Agreement, any
Credit  Extension,  or any certificate or information  delivered  in
connection with this Agreement or any other Loan Document  shall  be
materially false on the date as of which made.

       7.2.      Nonpayment  of  principal of  any  Loan  when  due,
nonpayment  of any Reimbursement Obligation within one Business  Day
after the same becomes due, or nonpayment of interest upon any  Loan
or  of any commitment fee, LC Fee or other obligations under any  of
the Loan Documents within five days after the same becomes due.

       7.3.      The breach by the Borrower of any of the  terms  or
provisions of Sections 6.1.6, 6.1.10, 6.1.11, or 6.2, or the  breach
by  the  Borrower or any Material Subsidiary of any of the terms  or
provisions of Section 6.1.1.

      7.4.     The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII)  of
any  of  the  terms  or provisions of this Agreement  which  is  not
remedied within ten days after written notice from the Agent or  any
Lender (or such longer period of time as the Agent may permit in its
sole discretion).
<PAGE>
      7.5.     Failure of the Borrower or any of its Subsidiaries to
pay  when  due any Indebtedness in a principal amount in  excess  of
$1,000,000 in any individual case, or in excess of $5,000,000 in the
aggregate; or the default by the Borrower or any of its Subsidiaries
in  the performance (beyond the applicable grace period with respect
thereto,  if  any) of any term, provision or condition contained  in
any  agreement under which any such Indebtedness was created  or  is
governed,  or  any other event shall occur or condition  exist,  the
effect  of  which  default or event is to cause, or  to  permit  the
holder  or  holders of such Indebtedness to cause, such Indebtedness
to  become due prior to its stated maturity; or any Indebtedness  of
the  Borrower or any of its Subsidiaries shall be declared to be due
and payable or required to be prepaid or repurchased (other than  by
a regularly scheduled payment) prior to the stated maturity thereof;
or  the Borrower or any of its Subsidiaries shall not pay, or  admit
in  writing its inability to pay, its debts generally as they become
due.

       7.6.      The  Borrower or any of its Subsidiaries shall  (i)
have  an  order  for relief entered with respect  to  it  under  the
Federal bankruptcy laws as now or hereafter in effect, (ii) make  an
assignment  for  the benefit of creditors, (iii)  apply  for,  seek,
consent  to,  or  acquiesce  in,  the  appointment  of  a  receiver,
custodian, trustee, examiner, liquidator or similar official for  it
or  any  Substantial  Portion of its Property,  (iv)  institute  any
proceeding  seeking an order for relief under the Federal bankruptcy
laws  as  now or hereafter in effect or seeking to adjudicate  it  a
bankrupt   or   insolvent,  or  seeking  dissolution,  winding   up,
liquidation, reorganization, arrangement, adjustment or  composition
of  it or its debts under any law relating to bankruptcy, insolvency
or  reorganization or relief of debtors or fail to file an answer or
other  pleading  denying  the  material  allegations  of  any   such
proceeding  filed against it, (v) take any corporate or  partnership
action to authorize or effect any of the foregoing actions set forth
in  this  Section  7.6 or (vi) fail to contest  in  good  faith  any
appointment or proceeding described in Section 7.7.

       7.7.     Without the application, approval or consent of  the
Borrower  or any of its Subsidiaries, a receiver, trustee, examiner,
liquidator  or similar official shall be appointed for the  Borrower
or  any  of  its  Subsidiaries  or any Substantial  Portion  of  its
Property,  or  a  proceeding described in Section 7.6(iv)  shall  be
instituted against the Borrower or any of its Subsidiaries and  such
appointment  continues  undischarged or  such  proceeding  continues
undismissed or unstayed for a period of 30 consecutive days.

       7.8.      Any court, government or governmental agency  shall
condemn, seize or otherwise appropriate, or take custody or  control
of,  all  or  any  portion of the Property of the Borrower  and  its
Subsidiaries which, when taken together with all other  Property  of
the   Borrower   and   its   Subsidiaries  so   condemned,   seized,
appropriated,   or  taken  custody  or  control   of,   during   the
twelve-month period ending with the month in which any  such  action
occurs, constitutes a Substantial Portion.

       7.9.      The Borrower or any of its Subsidiaries shall  fail
within  30 days to pay, bond or otherwise discharge one or more  (i)
judgments or orders for the payment of money in excess of $5,000,000
(or the equivalent thereof in currencies other than U.S. Dollars) in
the  aggregate,  or  (ii)  nonmonetary judgments  or  orders  which,
individually  or in the aggregate, could reasonably be  expected  to
have a Material Adverse Effect, which judgment(s), in any such case,
is/are  not  stayed  on  appeal  or  otherwise  being  appropriately
contested in good faith.
<PAGE>
      7.10.      Any  of  the following occurs: (i)  any  Reportable
Event,  other than a merger of a Plan with another Plan,  which  the
Agent   determines  in  good  faith  constitutes  grounds  for   the
termination of any Plan by the PBGC or the appointment of a  trustee
to  administer  or liquidate any Plan, shall have  occurred  and  be
continuing;  (ii)  proceedings shall have been instituted  or  other
action  taken  to terminate any Plan, or a termination notice  shall
have  been filed with respect to any Plan; (iii) a trustee shall  be
appointed  to administer or liquidate any Plan; (iv) the PBGC  shall
give notice of its intent to institute proceedings to terminate  any
Plan or Plans or to appoint a trustee to administer or liquidate any
Plan; and, in the case of the occurrence of (i), (ii), (iii) or (iv)
above,  the  Agent determines in good faith that the amount  of  the
Borrower's  liability is likely to exceed 10%  of  its  Consolidated
Tangible  Assets; (v) the Borrower or any member of  the  Controlled
Group shall fail to make any contributions when due to a Plan  or  a
Multiemployer  Plan; (vi) the Borrower or any other  member  of  the
Controlled Group shall make any amendment to a Plan with respect  to
which  security  is required under Section 307 of ERISA;  (vii)  the
Borrower  or any other member of the Controlled Group shall withdraw
completely  or  partially  from  a Multiemployer  Plan;  (viii)  the
Borrower  or any other member of the Controlled Group shall withdraw
(or shall be deemed under Section 4062(e) of ERISA to withdraw) from
a  Multiple  Employer Plan; or (ix) any applicable law  is  adopted,
changed  or  interpreted  by an Official Body  with  respect  to  or
otherwise  affecting  one  or  more Plans,  Multiemployer  Plans  or
Benefit  Arrangements  and,  with  respect  to  any  of  the  events
specified  in (v), (vi), (vii), (viii) or (ix), the Agent determines
in good faith that any such occurrence would be reasonably likely to
materially and adversely affect the total enterprise represented  by
the Borrower and the other members of the Controlled Group.

     7.11.  The Borrower or any of its Subsidiaries shall (i) be the
subject of any proceeding or investigation pertaining to the release
by  the Borrower, any of its Subsidiaries or any other Person of any
toxic or hazardous waste or substance into the environment, or  (ii)
violate  any  Environmental Law, which, in  the  case  of  an  event
described  in  clause  (i) or clause (ii),  could  have  a  Material
Adverse Effect.

     7.12.  Any Change in Control shall occur.

      7.13.  The occurrence of any "default," as defined in any Loan
Document  (other than this Agreement) or the breach of  any  of  the
terms   or  provisions  of  any  Loan  Document  (other  than   this
Agreement), which default or breach continues beyond any  period  of
grace therein provided, including without limitation, the occurrence
of any default under the Subordination Agreement.

     7.14.  Nonpayment by the Borrower or any Subsidiary of any Rate
Management Obligation within five days after the same becomes due or
the  breach by the Borrower or any Subsidiary of any term, provision
or condition contained in any Rate Management Transaction.

      7.15.   The  Guaranty shall fail to remain in  full  force  or
effect or any action shall be taken to discontinue or to assert  the
invalidity  or  unenforceability of the Guaranty, or  any  Guarantor
shall  fail  to  comply with any of the terms or provisions  of  the
Guaranty,  or  any  Guarantor shall deny that  it  has  any  further
liability under the Guaranty, or shall give notice to such effect.
<PAGE>
      7.16.   Any Collateral Document shall for any reason  fail  to
create a valid and perfected first priority security interest in any
collateral  purported to be covered thereby, except as permitted  by
the  terms  of  any Collateral Document, or any Collateral  Document
shall fail to remain in full force or effect or any action shall  be
taken to discontinue or to assert the invalidity or unenforceability
of  any  Collateral Document, or the Borrower shall fail  to  comply
with any of the terms or provisions of any Collateral Document.

                      ARTICLE VIII

       ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
      -----------------------------------------------
      8.1.  Acceleration; Facility LC Collateral Account.   (i)   If
any  Default described in Section 7.6 or 7.7 occurs with respect  to
the Borrower, the obligations of the Lenders to make Loans hereunder
and  the obligation and power of the LC Issuer to issue Facility LCs
shall  automatically  terminate and the  Secured  Obligations  shall
immediately become due and payable without any election or action on
the  part of the Agent, the LC Issuer or any Lender and the Borrower
will  be  and become thereby unconditionally obligated, without  any
further  notice,  act or demand, to pay to the Agent  an  amount  in
immediately  available  funds, which funds  shall  be  held  in  the
Facility LC Collateral Account, equal to the difference of  (x)  the
amount  of  LC  Obligations at such time, less  (y)  the  amount  on
deposit in the Facility LC Collateral Account at such time which  is
free and clear of all rights and claims of third parties and has not
been  applied against the Secured Obligations (such difference,  the
"Collateral  Shortfall Amount").  If any other Default  occurs,  the
Required  Lenders  (or the Agent with the consent  of  the  Required
Lenders) may (a) terminate or suspend the obligations of the Lenders
to  make  Loans  hereunder and the obligation and power  of  the  LC
Issuer to issue Facility LCs, or declare the Secured Obligations  to
be due and payable, or both, whereupon the Secured Obligations shall
become  immediately  due and payable, without  presentment,  demand,
protest  or  notice  of any kind, all of which the  Borrower  hereby
expressly  waives,  and  (b) upon notice  to  the  Borrower  and  in
addition  to  the continuing right to demand payment of all  amounts
payable  under this Agreement, make demand on the Borrower  to  pay,
and  the  Borrower will, forthwith upon such demand and without  any
further  notice  or  act, pay to the Agent the Collateral  Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral
Account.

      (ii) If at any time while any Default is continuing, the Agent
determines  that  the Collateral Shortfall Amount at  such  time  is
greater than zero, the Agent may make demand on the Borrower to pay,
and  the  Borrower will, forthwith upon such demand and without  any
further  notice  or  act, pay to the Agent the Collateral  Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral
Account.

      (iii)     The Agent may at any time or from time to time after
funds  are  deposited in the Facility LC Collateral  Account,  apply
such  funds to the payment of the Secured Obligations and any  other
amounts  as  shall from time to time have become due and payable  by
the  Borrower  to  the  Lenders or the  LC  Issuer  under  the  Loan
Documents.
<PAGE>
      (iv) At any time while any Default is continuing, neither  the
Borrower  nor  any  Person  claiming on behalf  of  or  through  the
Borrower shall have any right to withdraw any of the funds  held  in
the  Facility  LC  Collateral Account.  After  all  of  the  Secured
Obligations  have been indefeasibly paid in full and  the  Aggregate
Commitment has been terminated, any funds remaining in the  Facility
LC Collateral Account shall be returned by the Agent to the Borrower
or paid to whomever may be legally entitled thereto at such time.

      (v)  If, within 30 days after acceleration of the maturity  of
the  Secured  Obligations or termination of the obligations  of  the
Lenders to make Loans and the obligation and power of the LC  Issuer
to  issue  Facility LCs hereunder as a result of any Default  (other
than any Default as described in Section 7.6 or 7.7 with respect  to
the  Borrower) and before any judgment or decree for the payment  of
the Secured Obligations due shall have been obtained or entered, the
Required  Lenders (in their sole discretion) shall  so  direct,  the
Agent  shall,  by  notice to the Borrower, rescind  and  annul  such
acceleration and/or termination.

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

      (i)   Extend  the final maturity of any Loan,  or  extend  the
expiry  date  of any Facility LC to a date after the Revolving  Loan
Termination  Date,  or postpone any regularly scheduled  payment  of
principal of any Loan or forgive all or any portion of the principal
amount  thereof or any Reimbursement Obligation related thereto,  or
reduce  the rate or extend the time of payment of interest  or  fees
thereon or Reimbursement Obligation related thereto.

      (ii)  Reduce  the  percentage specified in the  definition  of
Required Lenders or any other percentage of Lenders specified to  be
the  applicable  percentage in this Agreement to  act  on  specified
matters, or amend the definitions of "Revolving Loan Pro Rata Share"
or "Pro Rata Share."

      (iii)      Extend the Revolving Loan Termination Date  or  the
Term  Loan  Termination Date, or reduce the  amount  or  extend  the
payment  date  for,  the mandatory payments required  under  Section
2.7.2,  or  increase  the  amount of the  Aggregate  Revolving  Loan
Commitment  or  of  the  Revolving Loan  Commitment  of  any  Lender
hereunder  or  the  commitment to issue  Facility  LCs,  or  of  the
Aggregate Term Loan Commitment or of the Term Loan Commitment of any
Lender hereunder, or permit the Borrower to assign its rights  under
this Agreement.

     (iv) Amend this Section 8.2.
<PAGE>
      (v)   Release any guarantor of any Credit Extension or, except
as  provided  in  the  Collateral Documents, release,  or  agree  to
subordinate the Lenders' Liens with respect to, all or substantially
all of the Collateral.

No  amendment  of  any provision of this Agreement relating  to  the
Agent  shall be effective without the written consent of the  Agent,
and no amendment to any provision relating to the LC Issuer shall be
effective  without the written consent of the LC Issuer.  The  Agent
may  waive payment of the fee required under Section 12.3.2  without
obtaining the consent of any other party to this Agreement.

      8.3.  Preservation of Rights .   No delay or omission  of  the
Lenders, the LC Issuer or the Agent to exercise any right under  the
Loan  Documents  shall impair such right or be  construed  to  be  a
waiver of any Default or an acquiescence therein, and the making  of
a Credit Extension notwithstanding the existence of a Default or the
inability  of  the Borrower to satisfy the conditions  precedent  to
such   Credit   Extension  shall  not  constitute  any   waiver   or
acquiescence.   Any  single or partial exercise of  any  such  right
shall not preclude other or further exercise thereof or the exercise
of  any other right, and no waiver, amendment or other variation  of
the terms, conditions or provisions of the Loan Documents whatsoever
shall  be  valid  unless in writing signed by the  Lenders  required
pursuant to Section 8.2, and then only to the extent in such writing
specifically  set  forth.   All  remedies  contained  in  the   Loan
Documents  or by law afforded shall be cumulative and all  shall  be
available  to  the  Agent, the LC Issuer and the Lenders  until  the
Obligations have been paid in full.


                        ARTICLE IX

                     GENERAL PROVISIONS
                     ------------------

      9.1.  Survival  of Representations.   All representations  and
warranties of the Borrower contained in this Agreement shall survive
the making of the Credit Extensions herein contemplated.

      9.2.  Governmental Regulation.   Anything  contained  in  this
Agreement to the contrary notwithstanding, neither the LC Issuer nor
any  Lender  shall be obligated to extend credit to the Borrower  in
violation  of  any  limitation  or  prohibition  provided   by   any
applicable law, statute or regulation.

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

      9.4.  Entire Agreement.   The Loan Documents embody the entire
agreement  and understanding among the Borrower, the Agent,  the  LC
Issuer  and  the  Lenders  and supersede all  prior  agreements  and
understandings among the Borrower, the Agent, the LC Issuer and  the
Lenders  relating to the subject matter thereof other than  the  fee
letter described in Section 10.13.

      9.5.  Several  Obligations; Benefits of this Agreement.    The
respective obligations of the Lenders hereunder are several and  not
joint  and  no  Lender shall be the partner or agent  of  any  other
(except  to the extent to which the Agent is authorized  to  act  as
such).   The failure of any Lender to perform any of its obligations
hereunder  shall  not  relieve any other  Lender  from  any  of  its
<PAGE>
obligations hereunder.  This Agreement shall not be construed so  as
to  confer  any  right  or benefit upon any Person  other  than  the
parties  to  this  Agreement  and their  respective  successors  and
assigns, provided, however, that the parties hereto expressly  agree
that  the  Arranger  shall enjoy the benefits of the  provisions  of
Sections  9.6, 9.10 and 10.11 to the extent specifically  set  forth
therein and shall have the right to enforce such provisions  on  its
own  behalf and in its own name to the same extent as if it  were  a
party to this Agreement.
      9.6.  Expenses;  Indemnification.   (i)   The  Borrower  shall
reimburse the Agent and the Arranger for any costs, internal charges
and  out-of-pocket  expenses (including  attorneys'  fees  and  time
charges of attorneys for the Agent, which attorneys may be employees
of  the  Agent)  paid or incurred by the Agent or  the  Arranger  in
connection  with the preparation, negotiation, execution,  delivery,
syndication, review, amendment, modification, and administration  of
the  Loan  Documents.   The Borrower also agrees  to  reimburse  the
Agent,  the  Arranger, the LC Issuer and the Lenders for any  costs,
internal  charges  and out-of-pocket expenses (including  attorneys'
fees and time charges of attorneys for the Agent, the Arranger,  the
LC  Issuer and the Lenders, which attorneys may be employees of  the
Agent,  the Arranger, the LC Issuer or the Lenders) paid or incurred
by  the  Agent,  the  Arranger, the  LC  Issuer  or  any  Lender  in
connection  with  the  collection  and  enforcement  of   the   Loan
Documents.   Expenses  being reimbursed by the Borrower  under  this
Section include, without limitation, costs and expenses incurred  in
connection  with  the  Reports described in the following  sentence.
The  Borrower  acknowledges that from time  to  time  Bank  One  may
prepare  and  may  distribute  to the Lenders  (but  shall  have  no
obligation  or  duty  to prepare or to distribute  to  the  Lenders)
certain  audit reports (the "Reports") pertaining to the  Borrower's
assets for internal use by Bank One from information furnished to it
by  or  on behalf of the Borrower, after Bank One has exercised  its
rights of inspection pursuant to this Agreement.

     (ii) The Borrower hereby further agrees to indemnify the Agent,
the  Arranger,  the  LC  Issuer and each  Lender,  their  respective
affiliates,  and  each  of their directors, officers  and  employees
against   all   losses,   claims,  damages,  penalties,   judgments,
liabilities   and  expenses  (including,  without  limitation,   all
expenses  of litigation or preparation therefor whether or  not  the
Agent, the Arranger, the LC Issuer any Lender or any affiliate is  a
party thereto) which any of them may pay or incur arising out of  or
relating   to   this  Agreement,  the  other  Loan  Documents,   the
transactions   contemplated  hereby  or  the  direct   or   indirect
application  or proposed application of the proceeds of  any  Credit
Extension hereunder except to the extent that they are determined in
a final non-appealable judgment by a court of competent jurisdiction
to  have resulted from the gross negligence or willful misconduct of
the party seeking indemnification.   The obligations of the Borrower
under  this  Section  9.6  shall survive  the  termination  of  this
Agreement.
<PAGE>
      9.7.  Numbers of Documents.   All statements, notices, closing
documents,  and requests hereunder shall be furnished to  the  Agent
with  sufficient counterparts so that the Agent may furnish  one  to
each of the Lenders.

      9.8.  Accounting.   Except as provided to the contrary herein,
all  accounting  terms  used herein shall  be  interpreted  and  all
accounting determinations hereunder shall be made in accordance with
Agreement Accounting Principles.

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

      9.10.      Nonliability of Lenders.   The relationship between
the  Borrower on the one hand and the Lenders, the LC Issuer and the
Agent on the other hand shall be solely that of borrower and lender.
Neither the Agent, the Arranger, the LC Issuer nor any Lender  shall
have  any  fiduciary responsibilities to the Borrower.  Neither  the
Agent,  the  Arranger, the LC Issuer nor any Lender  undertakes  any
responsibility to the Borrower to review or inform the  Borrower  of
any  matter in connection with any phase of the Borrower's  business
or  operations.   The Borrower agrees that neither  the  Agent,  the
Arranger, the LC Issuer nor any Lender shall have liability  to  the
Borrower  (whether  sounding  in tort, contract  or  otherwise)  for
losses suffered by the Borrower in connection with, arising out  of,
or  in  any  way related to, the transactions contemplated  and  the
relationship established by the Loan Documents, or any act, omission
or  event occurring in connection therewith, unless it is determined
in   a  final  non-appealable  judgment  by  a  court  of  competent
jurisdiction that such losses resulted from the gross negligence  or
willful  misconduct  of  the party from which  recovery  is  sought.
Neither the Agent, the Arranger, the LC Issuer nor any Lender  shall
have  any liability with respect to, and the Borrower hereby waives,
releases  and  agrees  not  to sue for,  any  special,  indirect  or
consequential  damages suffered by the Borrower in connection  with,
arising out of, or in any way related to the Loan Documents  or  the
transactions contemplated thereby.

      9.11.      Confidentiality.   Each Lender agrees to  hold  any
confidential  information  which it may receive  from  the  Borrower
pursuant to this Agreement in confidence, except for disclosure  (i)
to  its  Affiliates  and  to  other  Lenders  and  their  respective
Affiliates,   (ii)   to  legal  counsel,  accountants,   and   other
professional  advisors to such Lender or to a Transferee,  (iii)  to
regulatory officials, (iv) to any Person as requested pursuant to or
as  required by law, regulation, or legal process, (v) to any Person
in  connection with any legal proceeding to which such Lender  is  a
party,   (vi)  to  such  Lender's  direct  or  indirect  contractual
counterparties  in swap agreements or to legal counsel,  accountants
and  other  professional advisors to such counterparties, and  (vii)
permitted by Section 12.4.
<PAGE>
      9.12.     Nonreliance .  Each Lender hereby represents that it
is  not  relying  on or looking to any margin stock (as  defined  in
Regulation  U  of  the  Board of Governors of  the  Federal  Reserve
System)  for  the  repayment of the Credit Extensions  provided  for
herein.

      9.13.      Disclosure.    The Borrower and each Lender  hereby
(i)  acknowledge and agree that Bank One and/or its Affiliates  from
time  to  time may hold investments in, make other loans to or  have
other  relationships with the Borrower and its Affiliates, and  (ii)
waive any liability of Bank One or such Affiliate of Bank One to the
Borrower  or  any Lender, respectively, arising out of or  resulting
from such investments, loans or relationships other than liabilities
arising  out of the gross negligence or willful misconduct  of  Bank
One or its Affiliates.

<PAGE>


                            ARTICLE X

                            THE AGENT
                            ---------

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

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

      10.3.     General Immunity.   Neither the Agent nor any of its
directors,  officers, agents or employees shall  be  liable  to  the
Borrower, the Lenders or any Lender for any action taken or  omitted
to be taken by it or them hereunder or under any other Loan Document
or  in  connection herewith or therewith except to the  extent  such
action  or inaction is determined in a final non-appealable judgment
by  a  court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

      10.4.     No Responsibility for Loans, Recitals, etc.  Neither
the  Agent  nor any of its directors, officers, agents or  employees
shall  be  responsible  for or have any duty to  ascertain,  inquire
into,  or verify (a) any statement, warranty or representation  made
in connection with any Loan Document or any borrowing hereunder; (b)
the  performance or observance of any of the covenants or agreements
of   any   obligor  under  any  Loan  Document,  including,  without
limitation,  any  agreement  by an obligor  to  furnish  information
directly  to  each  Lender; (c) the satisfaction  of  any  condition
specified  in  Article IV, except receipt of items  required  to  be
delivered  solely  to  the  Agent; (d)  the  existence  or  possible
existence  of  any Default or Unmatured Default; (e)  the  validity,
enforceability,  effectiveness, sufficiency or  genuineness  of  any
Loan  Document  or  any  other instrument or  writing  furnished  in
<PAGE>
connection   therewith;   (f)  the  value,  sufficiency,   creation,
perfection  or priority of any Lien in any collateral  security;  or
(g)  the financial condition of the Borrower or any guarantor of any
of  the  Obligations  or  of  any of  the  Borrower's  or  any  such
guarantor's respective Subsidiaries.  The Agent shall have  no  duty
to  disclose to the Lenders information that is not required  to  be
furnished  by  the  Borrower  to the Agent  at  such  time,  but  is
voluntarily  furnished by the Borrower to the Agent (either  in  its
capacity as Agent or in its individual capacity).

      10.5.     Action on Instructions of Lenders.   The Agent shall
in  all  cases  be fully protected in acting, or in refraining  from
acting,  hereunder and under any other Loan Document  in  accordance
with  written instructions signed by the Required Lenders, and  such
instructions and any action taken or failure to act pursuant thereto
shall  be  binding  on  all  of  the Lenders.   The  Lenders  hereby
acknowledge  that  the Agent shall be under  no  duty  to  take  any
discretionary  action permitted to be taken by it  pursuant  to  the
provisions  of this Agreement or any other Loan Document  unless  it
shall be requested in writing to do so by the Required Lenders.  The
Agent  shall be fully justified in failing or refusing to  take  any
action  hereunder and under any other Loan Document unless it  shall
first  be  indemnified to its satisfaction by the Lenders  pro  rata
against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

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

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

      10.8.      Agent's  Reimbursement and  Indemnification.    The
Lenders  agree  to  reimburse and indemnify  the  Agent  ratably  in
proportion  to their respective Commitments (or, if the  Commitments
have been terminated, in proportion to their Commitments immediately
prior to such termination) (i) for any amounts not reimbursed by the
Borrower  for  which the Agent is entitled to reimbursement  by  the
Borrower  under  the  Loan Documents, (ii) for  any  other  expenses
incurred  by the Agent on behalf of the Lenders, in connection  with
the preparation, execution, delivery, administration and enforcement
<PAGE>
of  the  Loan  Documents  (including, without  limitation,  for  any
expenses  incurred  by  the  Agent in connection  with  any  dispute
between  the  Agent and any Lender or between two  or  more  of  the
Lenders)  and  (iii)  for  any  liabilities,  obligations,   losses,
damages,  penalties, actions, judgments, suits, costs,  expenses  or
disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Agent in any way relating to
or arising out of the Loan Documents or any other document delivered
in  connection  therewith or the transactions  contemplated  thereby
(including, without limitation, for any such amounts incurred by  or
asserted  against the Agent in connection with any  dispute  between
the Agent and any Lender or between two or more of the Lenders),  or
the  enforcement of any of the terms of the Loan Documents or of any
such  other documents, provided that (i) no Lender shall  be  liable
for any of the foregoing to the extent any of the foregoing is found
in   a  final  non-appealable  judgment  by  a  court  of  competent
jurisdiction to have resulted from the gross negligence  or  willful
misconduct  of  the  Agent  and  (ii) any  indemnification  required
pursuant  to Section 3.5(vii) shall, notwithstanding the  provisions
of  this  Section 10.8, be paid by the relevant Lender in accordance
with  the provisions thereof.  The obligations of the Lenders  under
this  Section 10.8 shall survive payment of the Secured  Obligations
and termination of this Agreement.

     10.9.     Notice of Default.   The Agent shall not be deemed to
have  knowledge  or  notice  of the occurrence  of  any  Default  or
Unmatured  Default hereunder unless the Agent has  received  written
notice  from  a  Lender or the Borrower referring to this  Agreement
describing such Default or Unmatured Default and stating  that  such
notice  is  a  "notice  of default".  In the event  that  the  Agent
receives  such a notice, the Agent shall give prompt notice  thereof
to the Lenders.

      10.10.     Rights as a Lender.   In the event the Agent  is  a
Lender,  the  Agent shall have the same rights and powers  hereunder
and under any other Loan Document with respect to its Commitment and
its  Loans as any Lender and may exercise the same as though it were
not the Agent, and the term "Lender" or "Lenders" shall, at any time
when  the Agent is a Lender, unless the context otherwise indicates,
include  the  Agent in its individual capacity.  The Agent  and  its
Affiliates  may accept deposits from, lend money to,  and  generally
engage  in any kind of trust, debt, equity or other transaction,  in
addition  to those contemplated by this Agreement or any other  Loan
Document, with the Borrower or any of its Subsidiaries in which  the
Borrower  or such Subsidiary is not restricted hereby from  engaging
with  any other Person.   The Agent, in its individual capacity,  is
not obligated to remain a Lender.

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

      10.12.    Successor Agent .  The Agent may resign at any  time
by  giving  written notice thereof to the Lenders and the  Borrower,
<PAGE>
such resignation to be effective upon the appointment of a successor
Agent or, if no successor Agent has been appointed, forty-five  days
after  the  retiring Agent gives notice of its intention to  resign.
The  Agent  may  be  removed at any time with or  without  cause  by
written notice received by the Agent from the Required Lenders, such
removal  to  be  effective  on the date specified  by  the  Required
Lenders.  Upon any such resignation or removal, the Required Lenders
shall  have the right to appoint, on behalf of the Borrower and  the
Lenders,  a successor Agent.  If no successor Agent shall have  been
so  appointed by the Required Lenders within thirty days  after  the
resigning Agent's giving notice of its intention to resign, then the
resigning  Agent  may  appoint, on behalf of the  Borrower  and  the
Lenders,  a successor Agent.  Notwithstanding the previous sentence,
the Agent may at any time without the consent of the Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank  as
a  successor  Agent hereunder.  If the Agent has  resigned  or  been
removed  and no successor Agent has been appointed, the Lenders  may
perform all the duties of the Agent hereunder and the Borrower shall
make  all  payments  in respect of the Secured  Obligations  to  the
applicable  Lender  and for all other purposes shall  deal  directly
with  the  Lenders.   No  successor Agent  shall  be  deemed  to  be
appointed  hereunder  until such successor Agent  has  accepted  the
appointment.   Any such successor Agent shall be a  commercial  bank
having capital and retained earnings of at least $100,000,000.  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
resigning  or  removed  Agent.   Upon  the  effectiveness   of   the
resignation or removal of the Agent, the resigning or removed  Agent
shall  be  discharged from its duties and obligations hereunder  and
under   the  Loan  Documents.   After  the  effectiveness   of   the
resignation or removal of an Agent, the provisions of this Article X
shall continue in effect for the benefit of such Agent in respect of
any  actions taken or omitted to be taken by it while it was  acting
as  the Agent hereunder and under the other Loan Documents.  In  the
event that there is a successor to the Agent by merger, or the Agent
assigns its duties and obligations to an Affiliate pursuant to  this
Section  10.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of  the
new Agent.

      10.13.     Agent's Fee.  The Borrower agrees  to  pay  to  the
Agent,  for its own account, the fees agreed to by the Borrower  and
the  Agent pursuant to that certain letter agreement dated  December
30, 1999 (the "Agent's Letter"), or as otherwise agreed from time to
time.

      10.14.     Delegation to Affiliates.   The  Borrower  and  the
Lenders  agree that the Agent may delegate any of its  duties  under
this  Agreement  to any of its Affiliates.  Any such Affiliate  (and
such  Affiliate's  directors, officers, agents and employees)  which
performs  duties in connection with this Agreement shall be entitled
to  the  same  benefits  of the indemnification,  waiver  and  other
protective provisions to which the Agent is entitled under  Articles
IX and X.

      10.15.     Execution  of Collateral Documents.    The  Lenders
hereby empower and authorize the Agent to execute and deliver to the
Borrower  on  their  behalf the Mortgages, the Pledge  and  Security
Agreement  and  all related financing statements and  any  financing
statements,  agreements,  documents  or  instruments  as  shall   be
necessary  or  appropriate to effect the purposes of the  Collateral
Documents.

     10.16.    Collateral Releases.   The Lenders hereby empower and
authorize the Agent to execute and deliver to the Borrower on  their
behalf  any  agreements,  documents  or  instruments  as  shall   be
necessary or appropriate to effect any releases of Collateral  which
shall be permitted by the terms hereof or of any other Loan Document
or  which shall otherwise have been approved by the Required Lenders
(or, if required by the terms of Section 8.2, all of the Lenders) in
writing.
<PAGE>
     10.17.  Co-Agents, Documentation Agent, Syndication Agent, etc.
No  Lender identified in this Agreement as a  "co-agent,"
"Documentation  Agent," "Syndication Agent" or similar  title  shall
have any right, power, obligation, liability, responsibility or duty
under  this Agreement other than those applicable to all Lenders  as
such.   Without  limiting the foregoing, none of such Lenders  shall
have  or be deemed to have a fiduciary relationship with any Lender.
Each  Lender hereby makes the same acknowledgments with  respect  to
such Lenders as it makes with respect to the Agent in Section 10.11.



                       ARTICLE XI

                 SETOFF; RATABLE PAYMENTS
                 ------------------------
      11.1.     Setoff.   In addition to, and without limitation of,
any  rights  of  the Lenders under applicable law, if  the  Borrower
becomes insolvent, however evidenced, or any Default occurs, any and
all deposits (including all account balances, whether provisional or
final  and  whether  or not collected or available)  and  any  other
Indebtedness  at  any  time  held or owing  by  any  Lender  or  any
Affiliate  of  any  Lender to or for the credit or  account  of  the
Borrower may be offset and applied toward the payment of the Secured
Obligations  owing  to  such  Lender, whether  or  not  the  Secured
Obligations, or any part thereof, shall then be due.

      11.2.     Ratable Payments.   If any Lender, whether by setoff
or  otherwise,  has  payment made to it upon its Outstanding  Credit
Exposure (other than payments received pursuant to Section 3.1, 3.2,
3.4  or 3.5) in a greater proportion than that received by any other
Lender,  such  Lender agrees, promptly upon demand,  to  purchase  a
portion  of  the Aggregate Outstanding Credit Exposure held  by  the
other Lenders so that after such purchase each Lender will hold  its
Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any
Lender, whether in connection with setoff or amounts which might  be
subject  to  setoff  or  otherwise,  receives  collateral  or  other
protection for its Obligations or such amounts which may be  subject
to  setoff, such Lender agrees, promptly upon demand, to  take  such
action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares
of  the  Aggregate Outstanding Credit Exposure.  In  case  any  such
payment  is  disturbed  by legal process, or otherwise,  appropriate
further adjustments shall be made.  If an amount to be setoff is  to
be  applied  to Indebtedness of the Borrower to a Lender other  than
Indebtedness  comprised  of  Outstanding  Credit  Exposure  of  such
Lender,  such  amount  shall  be  applied  ratably  to  such   other
Indebtedness  and to the Indebtedness comprised of such  Outstanding
Credit Exposure.



                          ARTICLE XII

           BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
           -------------------------------------------------

     12.1.     Successors and Assigns.   The terms and provisions of
the Loan Documents shall be binding upon and inure to the benefit of
the  Borrower  and the Lenders and their respective  successors  and
assigns,  except that (i) the Borrower shall not have the  right  to
assign  its rights or obligations under the Loan Documents and  (ii)
any assignment by any Lender must be made in compliance with Section
<PAGE>
12.3.  The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1 relates only to absolute assignments and does  not
prohibit assignments creating security interests, including, without
limitation,  any pledge or assignment by any Lender of  all  or  any
portion of its rights under this Agreement and any Note to a Federal
Reserve  Bank; provided, however, that no such pledge or  assignment
creating  a  security interest shall release the  transferor  Lender
from  its obligations hereunder unless and until the parties thereto
have  complied with the provisions of Section 12.3.  The  Agent  may
treat the Person which made any Loan or which holds any Note as  the
owner  thereof for all purposes hereof unless and until such  Person
complies with Section 12.3; provided, however, that the Agent may in
its  discretion  (but shall not be required to) follow  instructions
from  the  Person  which made any Loan or which holds  any  Note  to
direct  payments  relating to such Loan or Note to  another  Person.
Any  assignee  of  the  rights to any Loan or  any  Note  agrees  by
acceptance  of  such assignment to be bound by  all  the  terms  and
provisions of the Loan Documents.  Any request, authority or consent
of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether
or  not  a  Note  has  been issued in evidence  thereof),  shall  be
conclusive and binding on any subsequent holder or assignee  of  the
rights to such Loan.

     12.2.     Participations.

          12.2.1.  Permitted Participants; Effect.   Any Lender may,
in  the  ordinary  course  of its business and  in  accordance  with
applicable  law,  at  any time sell to one or more  banks  or  other
entities ("Participants") participating interests in any Outstanding
Credit  Exposure of such Lender, any Note held by such  Lender,  any
Commitment of such Lender or any other interest of such Lender under
the  Loan  Documents.  In the event of any such sale by a Lender  of
participating interests to a Participant, such Lender's  obligations
under  the Loan Documents shall remain unchanged, such Lender  shall
remain  solely  responsible  to the other  parties  hereto  for  the
performance of such obligations, such Lender shall remain the  owner
of its Outstanding Credit Exposure and the holder of any Note issued
to it in evidence thereof for all purposes under the Loan Documents,
all  amounts payable by the Borrower under this Agreement  shall  be
determined  as  if  such  Lender had  not  sold  such  participating
interests,  and  the Borrower and the Agent shall continue  to  deal
solely  and  directly  with  such Lender  in  connection  with  such
Lender's rights and obligations under the Loan Documents.

           12.2.2.   Voting Rights.   Each Lender shall  retain  the
sole  right to approve, without the consent of any Participant,  any
amendment,  modification  or waiver of any  provision  of  the  Loan
Documents  other  than any amendment, modification  or  waiver  with
respect  to  any  Credit  Extension  or  Commitment  in  which  such
Participant has an interest which forgives principal, interest, fees
or any Reimbursement Obligation or reduces the interest rate or fees
payable  with  respect to any such Credit Extension  or  Commitment,
extends  the  Revolving  Loan Termination  Date  or  the  Term  Loan
Termination    Date,   postpones   any   date    fixed    for    any
regularly-scheduled payment of principal of or interest on any  Loan
in  which  such  Participant  has an  interest,  or  any  regularly-
<PAGE>
scheduled  payment  of  fees  on,  any  such  Credit  Extension   or
Commitment,  releases any guarantor of any such Credit Extension  or
releases  any collateral held in the Facility LC Collateral  Account
(except in accordance with the terms hereof) or all or substantially
all  or  any  other  collateral, if any, securing  any  such  Credit
Extension.

           12.2.3.   Benefit of Setoff.   The Borrower  agrees  that
each  Participant  shall  be deemed to  have  the  right  of  setoff
provided in Section 11.1 in respect of its participating interest in
amounts owing under the Loan Documents to the same extent as if  the
amount of its participating interest were owing directly to it as  a
Lender  under  the Loan Documents, provided that each  Lender  shall
retain the right of setoff provided in Section 11.1 with respect  to
the amount of participating interests sold to each Participant.  The
Lenders  agree to share with each Participant, and each Participant,
by  exercising the right of setoff provided in Section 11.1,  agrees
to  share  with  each Lender, any amount received  pursuant  to  the
exercise  of  its  right of setoff, such amounts  to  be  shared  in
accordance with Section 11.2 as if each Participant were a Lender.

     12.3.     Assignments.

           12.3.1.  Permitted Assignments.   Any Lender may, in  the
ordinary  course  of its business and in accordance with  applicable
law,  at  any  time  assign to one or more banks or  other  entities
("Purchasers")  all or any part of its rights and obligations  under
the  Loan Documents.  Such assignment shall be substantially in  the
form of Exhibit 12.3.1 or in such other form as may be agreed to  by
the parties thereto.  The consent of the Borrower, the Agent and the
LC  Issuer  shall  be  required  prior  to  an  assignment  becoming
effective  with respect to a Purchaser which is not a Lender  or  an
Affiliate thereof; provided, however, that if a Default has occurred
and  is  continuing,  the  consent of  the  Borrower  shall  not  be
required.   Such  consent  shall not  be  unreasonably  withheld  or
delayed.  Each such assignment with respect to a Purchaser which  is
not  a  Lender  or an Affiliate thereof shall (unless  each  of  the
<PAGE>
Borrower and the Agent otherwise consents) be in an amount not  less
than  the  lesser of (i) $5,000,000 or (ii) the remaining amount  of
the assigning Lender's Commitment (calculated as at the date of such
assignment)  or outstanding Loans (if the applicable Commitment  has
been terminated).

           12.3.2.   Effect; Effective Date.   Upon (i) delivery  to
the  Agent  of  a notice of assignment (the "Notice of Assignment"),
together  with  any consents required by Section  12.3.1,  and  (ii)
payment  of a $3,500 fee to the Agent for processing such assignment
(unless  such  fee  is waived by the Agent), such  assignment  shall
become effective on the effective date specified in such assignment.
The  Notice  of  Assignment shall contain a  representation  by  the
Purchaser to the effect that none of the consideration used to  make
the purchase of the Commitment and Outstanding Credit Exposure under
the  applicable  assignment agreement constitutes "plan  assets"  as
defined  under  ERISA  and  that the rights  and  interests  of  the
Purchaser in and under the Loan Documents will not be "plan  assets"
under  ERISA.   On and after the effective date of  such  Notice  of
Assignment, such Purchaser shall for all purposes be a Lender  party
to  this  Agreement and any other Loan Document executed  by  or  on
behalf  of the Lenders and shall have all the rights and obligations
of  a  Lender under the Loan Documents, to the same extent as if  it
were  an original party hereto, and no further consent or action  by
the  Borrower, the Lenders or the Agent shall be required to release
the  transferor  Lender  with  respect  to  the  percentage  of  the
<PAGE>
Commitment  and  Outstanding  Credit  Exposure  assigned   to   such
Purchaser.   Upon the consummation of any assignment to a  Purchaser
pursuant  to this Section 12.3.2, the transferor Lender,  the  Agent
and  the  Borrower shall, if the transferor Lender or the  Purchaser
desires  that  its  Loans  be evidenced by Notes,  make  appropriate
arrangements so that new Notes or, as appropriate, replacement Notes
are  issued  to  such  transferor  Lender  and  new  Notes  or,   as
appropriate,  replacement Notes, are issued to  such  Purchaser,  in
each   case   in  principal  amounts  reflecting  their   respective
Commitments, as adjusted pursuant to such assignment.

       12.4.       Dissemination  of  Information.    The   Borrower
authorizes  each Lender to disclose to any Participant or  Purchaser
or  any other Person acquiring an interest in the Loan Documents  by
operation   of  law  (each  a  "Transferee")  and  any   prospective
Transferee  any  and  all  information in such  Lender's  possession
concerning   the   creditworthiness  of   the   Borrower   and   its
Subsidiaries, including without limitation any information contained
in  any  Reports;  provided  that each  Transferee  and  prospective
Transferee agrees to be bound by Section 9.11 of this Agreement.

     12.5.     Tax Treatment.   If any interest in any Loan Document
is  transferred to any Transferee which is organized under the  laws
of  any  jurisdiction  other than the United  States  or  any  State
thereof,   the  transferor  Lender  shall  cause  such   Transferee,
concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).



                         ARTICLE XIII

                           NOTICES
                           -------

      13.1.      Notices.   Except as otherwise permitted by Section
2.14  with  respect to borrowing notices, all notices, requests  and
other  communications to any party hereunder  shall  be  in  writing
(including   electronic  transmission,  facsimile  transmission   or
similar  writing) and shall be given to such party: (x) in the  case
of the Borrower or the Agent, at its address or facsimile number set
forth  on the signature pages hereof, (y) in the case of any Lender,
at  its  address or facsimile number set forth below  its  signature
hereto  or  (z) in the case of any party, at such other  address  or
facsimile number as such party may hereafter specify for the purpose
by  notice  to  the  Agent and the Borrower in accordance  with  the
provisions of this Section 13.1.  Each such notice, request or other
communication  shall  be  effective  (i)  if  given   by   facsimile
transmission, when transmitted to the facsimile number specified  in
this  Section and confirmation of receipt is received, (ii) if given
by mail, 72 hours 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 (or, in the  case  of
electronic transmission, received) at the address specified in  this
Section;  provided that notices to the Agent under Article II  shall
not be effective until received.

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


                        ARTICLE XIV

                        COUNTERPARTS
                        ------------

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


                         ARTICLE XV

  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
  ------------------------------------------------------------


     15.1.     CHOICE OF LAW.   THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING  A  CONTRARY EXPRESS CHOICE OF LAW  PROVISION)  SHALL  BE
CONSTRUED  IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT  REGARD  TO
THE  CONFLICT  OF  LAWS PROVISIONS) OF THE STATE OF  WISCONSIN,  BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

      15.2.      CONSENT  TO  JURISDICTION.    THE  BORROWER  HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE  UNITED
STATES  DISTRICT COURT FOR THE EASTERN DISTRICT OF WISCONSIN OR  ANY
CIRCUIT  COURT  SITTING IN MILWAUKEE, WISCONSIN  IN  ANY  ACTION  OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND  THE
BORROWER  HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS  IN  RESPECT  OF
SUCH  ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN  ANY  SUCH
COURT  AND  IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE  AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN  SUCH  A  COURT  OR  THAT SUCH COURT IS  AN  INCONVENIENT  FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER  OR
ANY  LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE  COURTS
OF  ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST  THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE  OF
THE  AGENT,  THE  LC  ISSUER OR ANY LENDER  INVOLVING,  DIRECTLY  OR
INDIRECTLY,  ANY MATTER IN ANY WAY ARISING OUT OF,  RELATED  TO,  OR
CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
MILWAUKEE, WISCONSIN.

      15.3.     WAIVER OF JURY TRIAL.   THE BORROWER, THE AGENT, THE
LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING  INVOLVING, DIRECTLY OR INDIRECTLY, ANY  MATTER  (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT  OF,
RELATED  TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.

     IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer
and the Agent have executed this Agreement as of the date first
above written.


ROUNDY'S, INC.



                                    By:  __________________________

                                    Title: ________________________

                                         23000 Roundy Drive
                                         Pewaukee, WI   53072

                                         Attention: Edward G. Kitz
                                         Telephone:   (262) 953-7999
                                         FAX:         (262) 953-7989

Commitments:
                                   BANK ONE, WISCONSIN
                                   Individually and as LC Issuer and Agent

                                   By:  _____________________________

                                   Title:____________________________
                                         111 East Wisconsin Avenue
                                         Milwaukee, WI 53201

                                         Attention:   Patrick   C. O'Connor
                                         Telephone:   (414)  765-2471
                                         FAX:         (414)  765-2176
Revolving Loan:      $34,000,000
Term Loan:           $16,000,000


                                  HARRIS TRUST AND SAVINGS BANK


                                  By:  ________________________________

                                  Title: ______________________________
                                         111 West Monroe Street
                                         Chicago, IL 60603

                                         Attention:   Julia Buthman
                                         Telephone:   (312)  461-2744
                                         FAX:         (312)  765-8095

Revolving Loan: $20,400,000
Term Loan:       $9,600,000
                                  NATIONAL CITY BANK


                                  By: ________________________________

                                  Title: _____________________________
                                         155 E. Broad Street
                                         Columbus, OH 43251

                                         Attention:   Patti Jackson
                                         Telephone:   (614)  463-8065
                                         FAX:         (614)  463-6770

Revolving Loan: $20,400,000
Term Loan:       $9,600,000

                                  M&I MARSHALL & ILSLEY BANK


                                  By: _____________________

                                  Title: __________________

                                         770 North Water Street
                                         Milwaukee, WI 53201

                                         Attention:   Eric Thomas
                                         Telephone:   (414)  765-7884
                                         FAX:         (414)  765-7625

Revolving Loan: $13,600,000
Term Loan:       $6,400,000

                                  FIRSTAR BANK N.A.


                                  By: ______________________________

                                  Title: ___________________________
                                         777 East Wisconsin Avenue
                                         Milwaukee, WI  53202

                                         Attention:   Paul J. Hennessy
                                         Telephone:   (414)  765-6149
                                         FAX:         (414)  765-4632

Revolving Loan: $13,600,000
Term Loan:       $6,400,000

                                  LASALLE BANK NATIONAL ASSOCIATION


                                  By: _____________________________

                                  Title: ____________________________
                                         411 East Wisconsin Avenue
                                         Milwaukee, WI 53202

                                         Attention:   Jim Meyer
                                         Telephone:   (414)  224-0380
                                         FAX:         (414)  224-0071

Revolving Loan: $13,600,000
Term Loan:       $6,400,000

                                  U.S.   BANK NATIONAL ASSOCIATION


                                  By: ____________________________

                                  Title: ____________________________
                                         201 West Wisconsin Avenue
                                         Milwaukee, WI 53259

                                         Attention:   Mike Miller
                                         Telephone:   (414)  227-5969
                                         FAX:         (414)  227-5881

Revolving Loan: $13,600,000
Term Loan:       $6,400,000
                                  TCF NATIONAL BANK


                                  By: _______________________________

                                  Title: _____________________________
                                         500 W. Brown Deer Road
                                         Milwaukee, WI 53217

                                         Attention:   Russ McMinn
                                         Telephone:   (414)  351-8383
                                         FAX:         (414)  351-8680

Revolving Loan: $10,200,000
Term Loan:       $4,800,000


                                  ASSOCIATED BANK MILWAUKEE


                                  By: ______________________________

                                  Title: _____________________________
                                         401 East Kilbourn Avenue
                                         Milwaukee, WI 53202

                                         Attention:   Clark Rasmussen
                                         Telephone:   (414)  283-2207
                                         FAX:         (414)  283-2336

Revolving Loan: $10,200,000
Term Loan:       $4,800,000
                                  MARINE BANK


                                  By:  _______________________________

                                  Title: ______________________________
                                         250 East Wisconsin Avenue
                                         Milwaukee, WI 53202

                                         Attention:   Bill Shaw
                                         Telephone:   (414)  273-1500
                                         FAX:         (414)  273-1596

Revolving Loan: $10,200,000
Term Loan:       $4,800,000



                                  COMERICA BANK

                                  By: ______________________________

                                  Title: _____________________________
                                         500  Woodward Avenue
                                         PO  Box 75000 Mailcode 3269
                                         Detroit, MI 48275

                                         Attention:   Kathleen Kasperek
                                         Telephone:   (313)  222-3808
                                         FAX:         (313)  222-9516

Revolving Loan: $10,200,000
Term Loan:       $4,800,000