<PAGE>   1
                                                                    Exhibit 4(f)

================================================================================





                                CREDIT AGREEMENT


                                  dated as of


                                 June 28, 2000,


                                     among


                              PURINA MILLS, INC.,
                                as the Borrower,


                                      and


                            The Lenders Party Hereto


                                      and


                           CHASE BANK OF TEXAS, N.A.
                            as Administrative Agent

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

                             CHASE SECURITIES INC.,
                                  as Arranger



================================================================================
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                         <C>
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
            -----------

    SECTION 1.01  DEFINED TERMS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
    SECTION 1.02  CLASSIFICATION OF LOANS AND BORROWINGS  . . . . . . . . . . . . . . . . . . . . . . . . . 28
    SECTION 1.03  TERMS GENERALLY   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
    SECTION 1.04  ACCOUNTING TERMS; FINANCIAL COVENANTS   . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE II - THE CREDITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
             -----------

    SECTION 2.01  COMMITMENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
    SECTION 2.02  LOANS AND BORROWINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
    SECTION 2.03  REQUESTS FOR BORROWINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
    SECTION 2.04  LETTERS OF CREDIT   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
    SECTION 2.05  FUNDING OF BORROWINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 2.06  INTEREST ELECTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 2.07  TERMINATION AND REDUCTION OF COMMITMENTS  . . . . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 2.08  REPAYMENT OF LOANS; EVIDENCE OF DEBT  . . . . . . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 2.09  AMORTIZATION AND PAYMENT OF TERM LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . 38
    SECTION 2.10  PREPAYMENT OF LOANS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
    SECTION 2.11  FEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
    SECTION 2.12  INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 2.13  ALTERNATE RATE OF INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 2.14  INCREASED COSTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
    SECTION 2.15  BREAK FUNDING PAYMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
    SECTION 2.16  TAXES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
    SECTION 2.17  PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SETOFFS  . . . . . . . . . . . . . . . 45
                                      --- ----
    SECTION 2.18 CONDITIONS TO PAYMENT OF TERM LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE III - REPRESENTATIVES AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
              ------------------------------

    SECTION 3.01  ORGANIZATION; POWERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
    SECTION 3.02  AUTHORIZATION; ENFORCEABILITY   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
    SECTION 3.03  GOVERNMENTAL APPROVALS; NO CONFLICTS  . . . . . . . . . . . . . . . . . . . . . . . . . . 48
    SECTION 3.04  FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE   . . . . . . . . . . . . . . . . . . . . 49
    SECTION 3.05  PROPERTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
    SECTION 3.06  LITIGATION AND ENVIRONMENTAL MATTERS  . . . . . . . . . . . . . . . . . . . . . . . . . . 49
    SECTION 3.07  COMPLIANCE WITH LAWS AND AGREEMENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . 50
    SECTION 3.08  INVESTMENT AND HOLDING COMPANY STATUS   . . . . . . . . . . . . . . . . . . . . . . . . . 50
    SECTION 3.09  TAXES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
    SECTION 3.10  ERISA   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 3.11  DISCLOSURE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 3.12  SUBSIDIARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 3.13  INSURANCE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 3.14  LABOR MATTERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
    SECTION 3.15  SOLVENCY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>





                                       ii
<PAGE>   3
<TABLE>
<S>                                                                                                         <C>
    SECTION 3.16  COMPUTER SYSTEMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
    SECTION 3.17  NO BURDENSOME RESTRICTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
    SECTION 3.18  USE OF PROCEEDS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
    SECTION 3.19  FLOOD INSURANCE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 3.20  SECURITY DOCUMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 3.21  COPYRIGHTS, TRADEMARKS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
    SECTION 3.22  PLAN OF REORGANIZATION AND CONFIRMATION ORDER   . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE IV - CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
             ----------

         SECTION 4.01  EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
         SECTION 4.02  EACH CREDIT EVENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE V - AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
            ---------------------

         SECTION 5.01  FINANCIAL STATEMENTS AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . 59
         SECTION 5.02  NOTICES OF MATERIAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
         SECTION 5.03  INFORMATION REGARDING COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . 62
         SECTION 5.04  EXISTENCE; CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
         SECTION 5.05  PAYMENT OF OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         SECTION 5.06  MAINTENANCE OF PROPERTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         SECTION 5.07  INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         SECTION 5.08  CASUALTY AND CONDEMNATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         SECTION 5.09  BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS . . . . . . . . . . . . . . . . . . . 63
         SECTION 5.10  COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         SECTION 5.11  USE OF PROCEEDS AND LETTERS OF CREDIT  . . . . . . . . . . . . . . . . . . . . . . . 64
         SECTION 5.12  ADDITIONAL SUBSIDIARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         SECTION 5.13  FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         SECTION 5.14  INTEREST RATE PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         SECTION 5.15 NON-CONSOLIDATION OF UNRESTRICTED SUBSIDIARIES  . . . . . . . . . . . . . . . . . . . 65
         SECTION 5.16 ENVIRONMENTAL REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         SECTION 5.17 POST-CLOSING ITEMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE VI - NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
             ------------------

         SECTION 6.01  INDEBTEDNESS; CERTAIN EQUITY SECURITIES  . . . . . . . . . . . . . . . . . . . . . . 67
         SECTION 6.02  LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
         SECTION 6.03  FUNDAMENTAL CHANGES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
         SECTION 6.04  INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS  . . . . . . . . . . . . . 69
         SECTION 6.05  ASSET SALES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
         SECTION 6.06  SALE AND LEASEBACK TRANSACTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . 72
         SECTION 6.07  HEDGING AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
         SECTION 6.08  RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS  . . . . . . . . . . . . . . . 72
         SECTION 6.09  TRANSACTIONS WITH AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
         SECTION 6.10  RESTRICTIVE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
         SECTION 6.11  AMENDMENT OF MATERIAL DOCUMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . 73
         SECTION 6.12  CONSOLIDATED INTEREST COVERAGE RATIO . . . . . . . . . . . . . . . . . . . . . . . . 73
         SECTION 6.13  CONSOLIDATED FIXED CHARGE COVERAGE RATIO . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>





                                      iii
<PAGE>   4
<TABLE>
<S>                                                                                                          <C>
         SECTION 6.14  CONSOLIDATED FUNDED DEBT RATIO . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         SECTION 6.15  CONSOLIDATED CAPITAL EXPENDITURES  . . . . . . . . . . . . . . . . . . . . . . . . .  75

ARTICLE VII - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
              -----------------

ARTICLE VIII - THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
               ------------------------

ARTICLE IX - MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
             -------------

         SECTION 9.01  NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 9.02  WAIVERS; AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
         SECTION 9.03  EXPENSES; INDEMNITY; DAMAGE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . .  83
         SECTION 9.04  SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         SECTION 9.05  SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
         SECTION 9.06  COUNTERPARTS; INTEGRATION; EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . .  88
         SECTION 9.07  SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
         SECTION 9.08  RIGHT OF SETOFF  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
         SECTION 9.09  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF  PROCESS  . . . . . . . . . . . .  88
         SECTION 9.10  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         SECTION 9.11  HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         SECTION 9.12  CONFIDENTIALITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         SECTION 9.13  INTEREST RATE LIMITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
         SECTION 9.14  INTERCREDITOR AGREEMENT CONTROLS UPON DEFAULT  . . . . . . . . . . . . . . . . . . .  90
</TABLE>


         SCHEDULES:

         Schedule 1.01   - Mortgaged Property, etc.
         Schedule 2.01   - Commitments
         Schedule 2.04   - Existing Letters of Credit
         Schedule 3.05(b)- Real Property Assets
         Schedule 3.05(c)- Condemnation Proceedings
         Schedule 3.07(b)- Material Agreements
         Schedule 3.10   - ERISA Matters
         Schedule 3.12   - Corporate Ownership
         Schedule 3.13   - Insurance
         Schedule 3.20   - Filing Locations
         Schedule 6.01   - Existing Indebtedness
         Schedule 6.02   - Existing Liens
         Schedule 6.04(b)- Existing Investments
         Schedule 6.10   - Existing Restrictions



         EXHIBITS:

         Exhibit A   - Form of Assignment and Acceptance





                                       iv
<PAGE>   5
         Exhibit B-1 - Form of Opinion of Borrower's Counsel
         Exhibit B-2 - Form of Opinion of Borrower's Local Counsel
         Exhibit C   - Form of Guaranty Agreement
         Exhibit D   - Form of Intercreditor Agreement
         Exhibit E   - Form of Pledge Agreement
         Exhibit F   - Form of Security Agreement
         Exhibit G   - Form of Indemnity, Subrogation and Contribution Agreement
         Exhibit H   - Form of Mortgage
         Exhibit I   - Form of Cash Collateral Agreement
         Exhibit J-1 - Form of Revolving Note
         Exhibit J-2 - Form of Term Note
         Exhibit K   - Form of Landlord Waiver





                                       v
<PAGE>   6
    CREDIT AGREEMENT, dated as of June 28, 2000, among PURINA MILLS, INC., a
Delaware corporation, the LENDERS party hereto, and CHASE BANK OF TEXAS, N.A.,
as Administrative Agent.

    PRELIMINARY STATEMENTS

    A.  The Borrower, the Subsidiary Loan Parties (such defined term and all
other terms used without being defined have the meanings set forth in Article
I) and other Persons incurred indebtedness under the Credit Agreement, dated as
of March 12, 1998 (as amended, the "Prepetition Credit Agreement"), with the
Lenders and the Administrative Agent.

    B.  The Borrower and the Subsidiary Loan Parties filed voluntary cases
(collectively, the "Bankruptcy Cases") under the United States Bankruptcy Code,
11 U.S.C.Sections 101 et. seq. (the "Bankruptcy Code"), on October 28, 1999, in
the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court").

    C.  The Borrower and the Subsidiary Loan Parties filed a Second Amended
Plan of Reorganization dated February 22, 2000 (the "Plan of Reorganization")
with the Bankruptcy Court.

    D.  The Borrower, as debtor and debtor-in-possession, PM Holdings
Corporation ("Holdings") and certain of its Subsidiaries obtained
debtor-in-possession financing pursuant to  a Revolving Credit and Guaranty
Agreement, dated as of October 28, 1999 (the "DIP Credit Agreement"), among
such Persons, the Administrative Agent and certain other Persons.

    E.  Pursuant to the Plan of Reorganization, subject to the terms and
conditions of this Agreement, the Borrower has agreed to borrow the Term Loan
in respect of the Lenders' claims under the Prepetition Credit Agreement and to
obtain the Revolving Loan Commitment in order to refinance the loans and
letters of credit that are outstanding under the Prepetition Credit Agreement
and DIP Credit Agreement and obtain financing for working capital and general
corporate purposes.

    F.  The Plan of Reorganization was confirmed by order of the Bankruptcy
Court on April 5, 2000 (the "Confirmation Order").

    G.  This Agreement evidences, and sets forth the terms and conditions of,
the Loans.

    In consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement agree as follows:
<PAGE>   7
                                   ARTICLE I

                                  Definitions

         SECTION 1.01  Defined Terms.  As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Access Waiver" has the meaning set forth in clause (e) of the
definition "Collateral and Guaranty Requirement".

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means Chase Bank of Texas, N.A., in its
capacity as administrative agent for the Lenders hereunder.

         "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%.  Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

         "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment.  If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any Assignment and
Acceptance.

         "Applicable Rate" means, for any day:

         (a)     with respect to any ABR Loan or Eurodollar Loan that is a Term
Loan, the applicable rate per annum set forth below under the caption "ABR
Spread," or "Eurodollar





                                       2
<PAGE>   8
Spread," as the case may be, for the periods indicated:



<TABLE>
<CAPTION>
=========================================================================================
           PERIOD OF TERM LOAN                  EURODOLLAR SPREAD           ABR SPREAD
-----------------------------------------------------------------------------------------
    <S>                                             <C>                       <C>
    Effective Date through and                      2.75%                     1.75%
    including June 30, 2001
-----------------------------------------------------------------------------------------
    July 1, 2001 through and                        3.25%                     2.25%
    including June 30, 2002
-----------------------------------------------------------------------------------------
    Thereafter                                      3.50%                     2.50%
=========================================================================================
</TABLE>


          (b)    with respect to: (i) any Eurodollar Loan that is a Revolving
Loan, 2.75% per annum, or (ii) any ABR Loan that is a Revolving Loan, 1.75% per
annum; and

          (c)    with respect to the commitment fees payable hereunder, a rate
per annum equal to .50%.

          "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

          "Asset Coverage Requirement" means the requirement that

          (a) the sum (without duplication) of (i) 80% of the aggregate amount
of all trade receivables of the Borrower plus (ii) 50% of the aggregate amount
of all other receivables of the Borrower plus (iii) 50% of the aggregate amount
of all inventory of the Borrower equals or exceeds $40,000,000 (the "Receivable
and Inventory Minimum Amount"); and

          (b) the aggregate amount of all property, plant and equipment of the
Borrower minus all depreciation with respect thereto, equals or exceeds
$140,000,000 (the "Other Property Minimum Amount").

For purposes hereof, the (i) Asset Coverage Requirement shall be calculated on
a net book value basis as reported in the financial statements most recently
delivered pursuant to Section 5.01(a) or (b), as the case may be, prior to the
payment of any principal of, or interest on, any Term Loan, (ii) the Other
Property Minimum Amount shall be reduced,





                                       3
<PAGE>   9
dollar-for-dollar, by the net book value of all property, plant and equipment
that is sold by the Borrower if the Net Proceeds thereof are applied as
provided in Section 2.10(c) and (iii) the Receivable and Inventory Minimum
Amount shall be reduced, dollar-for-dollar, by the net book value of all swine
inventory forming a part of a Non-Core Asset Transaction that is sold outside
the ordinary course of business by the Borrower if the Net Proceeds thereof are
applied as provided in Section 2.10(c).

          "Asset Disposition" means any Disposition of Property by the Borrower
or any of its Subsidiaries to any Person (other than to the Borrower or any
Subsidiary Loan Party) in one or a series of related transactions.

          "Assignment and Acceptance " means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative
Agent.

          "Bankruptcy Cases" has the meaning set forth in Preliminary Statement
"B" to this Agreement.

          "Bankruptcy Code" has the meaning set forth in Preliminary Statement
"B" to this Agreement.

          "Bankruptcy Court" has the meaning set forth in Preliminary Statement
"B" to this Agreement.

          "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means Purina Mills, Inc., a Delaware corporation.

          "Borrowing" means Loans of the same Class and Type, made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect.

          "Borrowing Request" means a request by the Borrower for a Borrowing
in accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.





                                       4
<PAGE>   10
          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property, which obligations are required under GAAP
to be classified and accounted for as a liability as a capital lease on a
balance sheet of such Person.

          "Cash Collateral Account" means the cash collateral account or
accounts maintained pursuant to the Cash Collateral Agreement.

          "Cash Collateral Agreement" means the Cash Collateral Agreement,
substantially in the form of Exhibit I, between the Borrower and the
Administrative Agent.

          "Change in Control" means (a) the failure of GSC Partners to own, at
any time, free and clear of all Liens, at least 12.5% of the aggregate issued
and outstanding Equity Interests (on a fully diluted basis) of the Borrower;
(b) the acquisition of ownership, directly or indirectly, beneficially or of
record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission
thereunder), other than GSC Partners, of Equity Interests representing more
than 32.5% of either the aggregate ordinary voting power or the aggregate
equity value represented by the issued and outstanding Equity Interests in the
Borrower; (c) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Borrower by Persons who were neither (i)
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated on the Effective Date of this Agreement; (d) the failure
of there to be on the board of directors of the Borrower at least one employee
of GSC Partners; or (e) the failure of the Person referred to in the preceding
clause (d) and the Independent Directors to collectively constitute a majority
of the board of directors of the Borrower.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment or Term Commitment.

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

          "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

          "Collateral and Guaranty Requirement" means the requirement that:

          (a)    the Administrative Agent shall have received from each Loan
Party (i) each





                                       5
<PAGE>   11
Security Document applicable to it duly executed and delivered on behalf of
such Loan Party or (ii) in the case of any Person that becomes a Loan Party
after the Effective Date, a supplement to each Security Document applicable to
it, in each case in the form specified therein, duly executed and delivered on
behalf of each such Loan Party;

          (b)    100% of the outstanding Equity Interest (i) of each Subsidiary
Loan Party and (ii) of any other Person (other than Permitted Investments)
owned by any Loan Party to the extent not prohibited by the organizational
documents of each such Person shall, in each case, have been pledged pursuant
to the Pledge Agreement (except that there shall not be required to be pledged
more than 65% of the outstanding voting Equity Interests of any Foreign
Subsidiary) and the Administrative Agent shall have received certificates or
other instruments representing all such Equity Interests, together with stock
powers or other instruments of transfer with respect thereto indorsed in blank;

          (c)    all Indebtedness of any Person which is owed, either in whole
or in part by any Loan Party, that is owing to any Loan Party or pursuant to
any Sales Enhancement Loan or Sales Enhancement Guaranty shall be evidenced by
a promissory note or other instrument satisfactory to the Administrative Agent
that has been pledged pursuant to the Security Agreement and the Administrative
Agent shall have received all such promissory notes and instruments, together
with instruments of transfer with respect thereto indorsed in blank; provided,
however, that each promissory note or other instrument evidencing a Sales
Enhancement Loan or Sales Enhancement Guaranty with respect to Indebtedness in
an amount (i) that is equal to or greater than $25,000 and less than $100,000
shall not be required to be delivered to the Administrative Agent unless so
requested by the Administrative Agent or (ii) that is less than $25,000 shall
not be required to be delivered to the Administrative Agent unless an Event of
Default has occurred and is continuing and the Administrative Agent has
requested delivery of the same (whereupon following any such request by the
Administrative Agent to the Borrower the foregoing shall be promptly delivered
to the Administrative Agent);

          (d)    the Administrative Agent shall have received (i) counterparts
of a Mortgage with respect to each Mortgaged Property duly executed and
delivered by the record owner of such Mortgaged Property, (ii) a policy or
policies of title insurance issued by a nationally recognized title insurance
company insuring the Lien of each such Mortgage in favor of the Administrative
Agent as a valid first Lien on the Mortgaged Property described therein, free of
any other Liens except as expressly permitted by Section 6.02, together with
such endorsements, coinsurance and reinsurance as the Administrative Agent or
the Required Lenders may reasonably request, (iii) a certificate from a
Responsible Officer certifying to such Responsible Officer's knowledge (after
due inquiry) that attached thereto are true and correct copies of all building,
construction, environmental and other permits, licenses, consents,
authorizations and other approvals required or useful in connection with the
current ownership, operation, occupation, and use of the Mortgaged Property,
together with evidence in form and substance satisfactory to the Administrative
Agent and each Lender to the effect that such Mortgaged Property benefits from
such zoning classifications and entitlements as may be necessary or desirable
for its intended use, (iv) such surveys, abstracts, appraisals, legal opinions
and other documents as the Administrative Agent or the





                                       6
<PAGE>   12
Required Lenders may reasonably request with respect to any such Mortgage or
Mortgaged Property (the information and materials provided pursuant to clauses
(iii) and (iv) with respect to the Mortgaged Property shall only be in a level
of detail, as reasonably required by the Administrative Agent, so that the
Administrative Agent can determine the scope of, and exceptions relating to, the
title insurance referenced in clause (ii)) and (v) with respect to all Real
Property Assets (x) identified on Part C of Schedule 1.01 and (y) that are
leased by any Loan Party after the Effective Date and have Property located
thereon with an aggregate net book value of $500,000 or more, Landlord Waivers
(provided with respect to the preceding clause (x) the Borrower shall only be
required to obtain Landlord Waivers on a reasonable best efforts basis);

          (e)    the Administrative Agent shall have received with respect to
(i) the real Property identified on Part D of Schedule 1.01 and (ii) all other
Property of the Loan Parties with an aggregate net book value of $500,000 or
more that is located on any real Property that is owned or controlled by a
Person that is not a Loan Party, waivers (each an "Access Waiver") from the
Person that owns or controls the relevant real Property acknowledging, on terms
reasonably satisfactory to the Administrative Agent, the Administrative Agent's
security interest in the Loan Parties' personal Property located thereon and
its right to remove the same (subject to the terms of the Loan Documents),
provided that (x) the Borrower shall only be required to obtain the waiver
required by clause (i) above on a reasonable best efforts basis and (y) the
Administrative Agent may waive the requirements of clause (ii) above if the
aggregate net book value of the Loan Parties' personal Property that is located
on any such real Property is less than $1,500,000;

          (f)    all documents and instruments, including Uniform Commercial
Code financing statements, required by law or reasonably requested by the
Administrative Agent to be filed, registered or recorded to create the Liens
intended to be created by the Security Documents and perfect such Liens to the
extent required by, and with the priority required by, the Security Documents
(including, without limitation, with respect to the Sales Enhancement Loans and
Sales Enhancement Guaranties, subject to the proviso contained in clause (c)),
shall have been filed, registered or recorded or delivered to the
Administrative Agent for filing, registration or recording; and

          (g)    each Loan Party shall have obtained all consents and approvals
required to be obtained by it in connection with the execution and delivery of
all Security Documents to which it is a party, the performance of its
obligations thereunder and the granting by it of the Liens thereunder.



          "Commitment" means a Revolving Commitment, Term Commitment or any
combination thereof (as the context requires).

          "Commodity Swap Agreement" means any contract for sale for future
delivery of commodities (whether or not the subject commodities are to be
delivered), hedging contract, forward contract, swap agreement, futures
contract or other commodity pricing protection





                                       7
<PAGE>   13
agreement or option with respect to any such transaction, designed to hedge
against fluctuations in prices of the subject commodities.

          "Confirmation Order" shall have the meaning set forth in Preliminary
Statement "F" to this Agreement.

          "Consolidated Capital Expenditures" means, for any period, without
duplication, all expenditures (whether paid in cash or accrued as a liability,
including the portion of Capital Lease Obligations originally incurred during
such period that are capitalized for the consolidated balance sheet of the
Borrower) by the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries) during such period, that, in conformity with GAAP, are included
in "consolidated capital expenditures," "additions to property, plant or
equipment" or comparable items in the consolidated financial statements of the
Borrower.  For purposes of this definition, the purchase price of equipment
that is purchased reasonably contemporaneously with the trade-in of existing
equipment owned by the Borrower or any Subsidiary (other than Unrestricted
Subsidiaries) or with insurance proceeds shall be included in Consolidated
Capital Expenditures only to the extent of the gross amount of such purchase
price less any credit granted by the seller of such equipment for the equipment
being traded in at such time or the amount of such proceeds, as the case may
be.

          "Consolidated EBITDA" means, for any period, the Consolidated Net
Income of the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries) for such period adjusted to exclude the following items of income
or expense to the extent that such items are included in the calculation of
Consolidated Net Income:  (a) Consolidated Interest Expense, (b) any noncash
interest expense, (c) total income tax expense, (d) depreciation expense, (e)
the expense associated with amortization of intangible and other assets
(including amortization relating to "Reorganization Value in Excess of
Identifiable Assets" or other amortization resulting from fresh start
accounting), (f) provisions for reserves or actual charges for restructuring,
including, but not limited to, severance and employee retention payments, (g)
any extraordinary, unusual or nonrecurring gains or losses or charges or
credits, (h) any gain or loss associated with the sale or write-down of assets,
(i) any gain or loss accounted for by the equity method of accounting (except
in the case of income to the extent of the amount of cash dividends or cash
distributions paid to the Borrower or any Subsidiary (other than Unrestricted
Subsidiaries) by the entity accounted for by the equity method of accounting)
and (j) bankruptcy reorganization professional fees and expenses and financing
fees and expenses.

          "Consolidated Fixed Charge Coverage Ratio" means, at any date of
determination, the ratio of (a) Consolidated EBITDA for the Measurement Period
then most recently ended to (b) the sum of (i) Consolidated Interest Expense
for such Measurement Period, plus (ii) Consolidated Capital Expenditures for
such Measurement Period, plus (iii) subject to Section 6.08, the aggregate
amount of cash dividends paid by the Borrower with respect to its common stock
during such Measurement Period, plus (iv)  scheduled repayments of principal of
the Term Loan for such Measurement Period, plus (v) Consolidated Tax Expense
for such Measurement Period.





                                       8
<PAGE>   14
          "Consolidated Funded Debt Ratio" means, at any date of determination,
the ratio of (a) the aggregate principal amount of Funded Debt Outstanding as
of the last day of the Measurement Period then most recently ended to (b)
Consolidated EBITDA for such Measurement Period.

          "Consolidated Interest Coverage Ratio" means, at any date of
determination, the ratio of (a) Consolidated EBITDA for the Measurement Period
then most recently ended to (b) Consolidated Interest Expense for such
Measurement Period.

          "Consolidated Interest Expense" means, for any period, the difference
between (a) the total interest expense (including that attributable to Capital
Lease Obligations) of the Borrower and its Subsidiaries (other than
Unrestricted Subsidiaries) for such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries) (including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financings and net costs under Interest Rate Swap Agreements to the
extent such costs are allocable to such period in accordance with GAAP), minus
(b) the aggregate amount of interest expense with respect to the Senior
Subordinated Notes.

          "Consolidated Net Income" of any Person means, for any period, the
net income of such Person for such period determined on a consolidated basis in
accordance with GAAP.

          "Consolidated Tax Expense" means, for any period, the difference of
(a) cash income taxes paid by the Borrower and its Subsidiaries (other than
Unrestricted Subsidiaries) during such period minus (b) the sum of (i) all cash
income taxes paid arising from the discharge of Indebtedness (exclusive of such
additional income taxes paid and attributable to the reduction of basis of
depreciable assets of $87,000,000 or less over the life of the assets), and the
implementation of the mergers and restructuring transactions contemplated by
the Plan of Reorganization, plus (ii) all income taxes paid by the Borrower and
its Subsidiaries (other than Unrestricted Subsidiaries) during such period on
account of any extraordinary, unusual, or non-recurring gains.

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

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Core Asset Transaction" means any Asset Disposition or Recovery
Event with respect to any Property of the Borrower or its Subsidiaries, other
than any Asset Disposition or Recovery Event that constitutes a Non-Core Asset
Transaction.

          "Default" means any event or condition which constitutes an Event of
Default or





                                       9
<PAGE>   15
which upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.

          "Default Rate" means (a) in the case of overdue principal of any
Loan, 2% per annum plus the rate otherwise applicable to such Loan, or (b) in
the case of any other amount, 2% per annum plus the rate applicable to ABR Term
Loans.

          "DIP Credit Agreement" has the meaning set forth in Preliminary
Statement "D" to this Agreement.

          "Disclosed Matters" means those matters disclosed in the Disclosure
Schedules attached hereto.

          "Disposition" means, with respect to any Property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer, liquidation or other
disposition thereof. The terms "Dispose" and "Disposed of" have the same
meanings.

          "dollars" or "$" refers to lawful money of the United States of
America.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).


          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority
that are applicable to the business or any property or asset (in each case,
either current or former) of the Borrower or any of its Subsidiaries and relate
in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.


          "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

          "Equity Interests" means, with respect to any Person, shares of
capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests in such Person.

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





                                       10
<PAGE>   16
          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan
(other than an event for which the applicable notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
MultiEmployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any MultiEmployer Plan from the Borrower or
any ERISA Affiliate of any notice, concerning the imposition of Withdrawal
Liability or a determination that a MultiEmployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excess Cash Flow" means (a) Consolidated EBITDA for any Fiscal Year
of the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries),
minus (b) for each such Fiscal Year, for the Borrower and its Subsidiaries
(other than Unrestricted Subsidiaries) on a consolidated basis, the sum of (i)
actual cash payments of principal of the Term Loans during such Fiscal Year,
exclusive of prepayments of the Term Loans pursuant to Section 2.10(c), plus
(ii) Consolidated Interest Expense paid during such Fiscal Year, plus (iii)
cash income taxes applicable to such Fiscal Year and paid by the Borrower or
its Subsidiaries (other than Unrestricted Subsidiaries) prior to the
determination of Excess Cash Flow for such Fiscal Year, plus (iv) actual
Consolidated Capital Expenditures (including with respect to Capital Lease
Obligations of the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries)) paid in cash during such Fiscal Year; provided, that with
respect to Fiscal Year 2000, Excess Cash Flow shall be calculated for the
period beginning on the Effective Date and ending on December 31, 2000.

          "Exchange Rate Swap Agreement" means any contract for sale, purchase,
or exchange or for future delivery of foreign currency (whether or not subject
currency is to be delivered or exchanged), hedging contract, forward contract,
swap agreement, futures





                                       11
<PAGE>   17
contract, or other foreign exchange protection agreement or option with respect
to any such transaction, designed to hedge against fluctuations in foreign
exchange rates.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income  by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above and (c) in the
case of a Foreign Lender, any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to any withholding tax pursuant to Section 2.16(a), or
(ii) is attributable to such Foreign Lender's failure to comply with Section
2.16(e).

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/16 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/16 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

          "Fiscal Month" means each month of a Fiscal Year.

          "Fiscal Quarter" means each quarter of a Fiscal Year.

          "Fiscal Year" means each Fiscal Year of the Borrower, which as of the
Effective Date ends on December 31st.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located.  For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "Foreign Subsidiary" means any Subsidiary that is  organized under
the laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.





                                       12
<PAGE>   18
          "Funded Debt Outstanding" means, at any date of determination, the
sum of, without duplication, the following obligations of the Borrower and its
Subsidiaries:  (i) the aggregate outstanding principal amount of all
Indebtedness of the type referred to in clause (a) of the definition thereof
(including the Loans), plus (ii) all outstanding Capital Lease Obligations,
plus (iii) all Guaranty Obligations with respect to any of the foregoing under
which demand has been made for payment.

          "GAAP" means generally accepted accounting principles in effect as of
December 31, 1999; provided, however, that the financial statements delivered
pursuant to Section 5.01 shall be prepared in accordance with GAAP as in effect
from time to time.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government, in each case that has jurisdiction over the business, operations or
Property of the Borrower or any of its Subsidiaries.

          "GSC Partners" means, collectively, GSCP Recovery Inc. or any other
entity or fund owned or controlled (which term shall include the management of
any fund) by either (a) GS Investments II L.L.C. or GSCP (NJ) L.P. or (b) any
other entity having substantially the same ownership and control of either
entity referred to in the preceding clause (a).

          "Guaranty Agreement" means the Guaranty Agreement, substantially in
the form of Exhibit C, made by the Subsidiary Loan Parties in favor of the
Administrative Agent for the benefit of the Lender Parties.

          "Guaranty Obligation" or "Guaranty" means, as to any Person (the
"Guaranteeing person"), any obligation of (a) the Guaranteeing person or (b)
another Person (including without limitation any bank under any letter of
credit) to induce the creation of which the Guaranteeing person has issued a
reimbursement, counter-indemnity or similar obligation, in either case
Guaranteeing or in effect Guaranteeing any Indebtedness, leases, dividends or
other obligations (the "primary obligations") of any other third Persons (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of the Guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for the purchase or payment of any such primary obligation or (B) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purposes of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guaranty Obligation does not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guaranty Obligation of any Guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the





                                       13
<PAGE>   19
primary obligation in respect of which such Guaranty Obligation is made and (b)
the maximum amount for which such Guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guaranty Obligation, unless such
primary obligation and the maximum amount for which such Guaranteeing person
may be liable are not stated or determinable, in which case the amount of such
Guaranteeing Obligation shall be the Guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

          "Hazardous Materials"  means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Hedging Agreement" means (a) any Commodity Swap Agreement, (b) any
Interest Rate Swap Agreement or (c) any Exchange Rate Swap Agreement.

          "Holdings" has the meaning set forth in Preliminary Statement "D" to
this Agreement.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money and obligations evidenced by
bonds, debentures, notes or other similar instruments; (b) all obligations of
such Person (whether contingent or otherwise) in respect of bankers'
acceptances, letters of credit, surety or other bonds and similar instruments;
(c) all obligations of such Person to pay the deferred purchase price of
Property or services (other than borrowed money and current accounts payable
incurred in the ordinary course of business); (d) all Capital Lease Obligations
of such Person; (e) all Guaranty Obligations of such Person with respect to
other items included in this definition; (f) all Indebtedness of others secured
by any Lien upon Property by such Person, whether or not assumed; (g) all
obligations to deliver goods or services in consideration of advance payments,
excluding such obligations incurred in the ordinary course of business as
conducted by the Borrower and its Subsidiaries; and (h) the net amount of
obligations of such Person under agreements of the types described in the
definitions of Commodity Swap Agreements, Exchange Rate Swap Agreements and
Interest Rate Swap Agreements.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit H, among the Borrower and Subsidiary Loan Parties.

          "Independent Director" means any individual (which term shall include
for purposes of this definition any parent, child, spouse or sibling of any
such individual) who is not at the time of his appointment as a member of the
board of directors of the Borrower and during the preceding five years a
director, officer or employee of (a) the Borrower, any of its Subsidiaries or
any of their Affiliates or (b) any customer, supplier or competitor thereof.





                                       14
<PAGE>   20
The Administrative Agent shall exercise its reasonable discretion in
determining whether any Person satisfies the criteria (as set forth in this
definition) for being an Independent Director.

          "Intercreditor Agreement" means the Intercreditor Agreement,
substantially in the form of Exhibit E, among the Lenders and the
Administrative Agent.

          "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.06.

          "Interest Payment Date" means the last Business Day of each calendar
month.

          "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period.  For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

          "Interest Rate Swap Agreement" means any rate swap, rate cap, rate
floor, rate collar, forward rate agreement, futures or other rate protection
agreement or option with respect to any such transaction designed to hedge
against fluctuations in interest rates.

          "Issuing Bank" means Chase Bank of Texas, N.A., in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.04(i).  The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term "Issuing Bank" shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.

          "Landlord Waiver" means a landlord waiver substantially in the form
of Exhibit K, or such other form, from time to time, as may be reasonably
acceptable to the Administrative Agent.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by
or on behalf of the Borrower at such





                                       15
<PAGE>   21
time. The LC Exposure of any Revolving Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period.  In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period
are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

          "Lien" means any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on contract or constitutional, common law, or statutory law,
and including but not limited to the lien or security interest arising from a
mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes.  The term
"Lien" includes reservations, exceptions, encroachments, easements, rights of
way, covenants, conditions, restrictions, liens, and other statutory,
constitutional, or common law rights of landlords, leases and other title
exceptions and encumbrances affecting Property.  For the purposes of this
Agreement, the Borrower or any Subsidiary shall be deemed to be the owner of
any Property that it has acquired or holds subject to a conditional sale
agreement, financing lease or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.

          "Loan Documents" means, collectively, this Agreement, the other
Security Documents, the Indemnity, Subrogation and Contribution Agreement, each
Assignment and Acceptance, and each other document, instrument, or agreement
entered into from time to time in connection therewith.

          "Loan Parties" means, collectively, the Borrower and the Subsidiary
Loan Parties.

          "Loans" means the loans made by the Lenders to the Borrower pursuant
to this





                                       16
<PAGE>   22
Agreement.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise,
of the Borrower and the Subsidiaries, or the Borrower and the Subsidiary Loan
Parties, in each case taken as a whole, (b) the ability of the Borrower and the
Subsidiary Loan Parties, taken as a whole, to perform any of their obligations
under any Loan Document or (c) the validity or enforceability of any Loan
Document or the rights of or benefits available to the Administrative Agent,
the Issuing Bank or the Lenders under any Loan Document.

          "Material Agreement" means each agreement that, if breached by the
Borrower or any of its Subsidiaries, would reasonably be expected to have a
Material Adverse Effect.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and the Subsidiary Loan Parties
in an aggregate principal amount exceeding $2,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary Loan Party in respect of any Hedging Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary Loan Party would be required
to pay if such Hedging Agreement were terminated at such time.

          "Measurement Period" means, at any date of determination, the period
of the four consecutive Fiscal Quarters of the Borrower most recently ended for
which financial statements are required to have been delivered pursuant to
Section 5.01.

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

          "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien in favor
of the Administrative Agent on any Mortgaged Property, substantially in the
form of Exhibit G.

          "Mortgaged Property" means, (a) each Real Property Asset identified
on Part A of Schedule 1.01, (b) on the date that is not later than 90 days
after the Effective Date each Real Property Asset identified on Part B of
Schedule 1.01, and (c) each other Real Property Asset with respect to which a
Mortgage is granted pursuant to Section 5.12 or 5.13.

          "MultiEmployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

          "Net Proceeds" means with respect to any event (including pursuant to
any Asset Disposition or Recovery Event) (a) the gross cash proceeds received
or receivable (including pursuant to any deferred payments as and when
received) by the Borrower or any Subsidiary Loan Party in respect of such event
including (i) any cash received in respect of any non-cash proceeds, but only
as and when received, (ii) in the case of a casualty, insurance proceeds and
(iii) in the case of a condemnation or similar event, condemnation





                                       17
<PAGE>   23
awards and similar payments, net of (b) the sum of  (i) all reasonable fees and
out-of-pocket expenses paid by the Borrower and the Subsidiary Loan Parties to
third parties (other than Affiliates) in connection with such event, (ii) in
the case of any Asset Disposition (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by the Borrower and the Subsidiary Loan
Parties as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, and (iii) the amount of (x) all taxes paid (or reasonably
estimated to be payable) by the Borrower and the Subsidiary Loan Parties and
(y) any reserves established by the Borrower and the Subsidiary Loan Parties to
fund contingent liabilities reasonably estimated to be payable during the year
that such event occurred and the immediately following year, which are directly
attributable to such event (as determined reasonably and in good faith by a
Financial Officer and after taking into account any available tax credits or
deductions and any tax sharing arrangements); provided, that (A) the unused
portion of any such reserves shall constitute Net Proceeds on the date upon
which the related contingent liabilities terminate and (B) all amounts reserved
on account of contingent liabilities (other than taxes) of $250,000 or more
shall be held in the Cash Collateral Account pursuant to the Cash Collateral
Agreement.

          "Non-Core Asset Transactions" means any Asset Disposition or Recovery
Event with respect to any or all of the following: (a) the cash surrender of
life insurance policies of Responsible Officers; and (b) the other Property
identified in the letter agreement delivered pursuant to Section 4.01(v).

          "Note" means, as the context may require, a Revolving Note or Term
Note, as the case may be.

          "Obligations" means (a)(i) the principal of and premium, if any, and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrower or any Subsidiary
Loan Party to the Secured Parties under this Agreement and the other Loan
Documents, (b) the due and punctual performance of all covenants, agreements,
obligations and liabilities of the Borrower or any Subsidiary Loan Party under
or pursuant to this Agreement and the other Loan Documents, (c) the due and
punctual payment and performance of all obligations of the Borrower or any
Subsidiary Loan Party under each Hedging Agreement entered into with any
counterparty that was a Lender at the time such Hedging Agreement was entered
into.





                                       18
<PAGE>   24
          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

          "Paid in Full" has the meaning assigned to such term in the
Intercreditor Agreement, except that reference therein to the "Revolving
Obligations" shall refer to all the Obligations.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Perfection Certificate" means the Perfection Certificate,
substantially in the form of Annex 2 to the Security Agreement.

          "Permitted Dealer/Employee Stock Program" means any program of the
Borrower whereby the Borrower purchases its common stock from a Person that is
not an Affiliate  and resells such common stock to its employees, officers,
directors or animal feed and nutrition products dealers, provided that (a) each
such transaction that is consummated individually or each series of related
transactions that are consummated substantially concurrently (taken as a whole)
do not result in any such case in any gain or loss (whether in the form of
cash, Property or otherwise) to the Borrower or its Subsidiaries; (b) the
Borrower does not purchase any of its common stock unless it has one or more
legally binding written commitments from the applicable employees, officers,
directors or dealers, as the case may be, to purchase all of the same; (c) not
later than 90 days after the Borrower purchases any of its common stock it
sells all of the same to the applicable employees, officers, directors or
dealers, as the case may be, pursuant to its binding commitments; (d) the
aggregate market value of common stock purchased by the Borrower and for which
cash proceeds have not been received by the Borrower pursuant to the Permitted
Dealer/Employee Stock Program shall not exceed in the aggregate at any time
$3,500,000; (e) the Permitted Dealer/Employee Stock Program is operated, and
all the transactions entered into pursuant thereto are completed, in compliance
with all applicable laws, rules and regulations; and (f) none of the
transactions entered into pursuant to the Permitted Dealer/Employee Stock
Program, individually or in the aggregate, shall result in or cause the
Borrower to violate any of the terms contained in this Agreement or the other
Loan Documents, or result in a Change in Control.

          "Permitted Encumbrances" means:

          (a)    Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 5.05;

          (b)    carriers', warehousemen's, mechanics', materialmen's,
repairmen's and other like Liens imposed by law, arising in the ordinary course
of business and securing obligations that are not overdue by more than 30 days
or are being contested in compliance with Section 5.05;





                                       19
<PAGE>   25
          (c)    pledges, deposits and other Liens made or incurred in the
ordinary course of business in compliance with workers' compensation,
unemployment insurance and other social security laws or regulations;

          (d)    deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e)    judgment liens in respect of judgments that do not constitute
an Event of Default under clause (j) of Article VII and in respect of which
adequate reserves have been established in accordance with GAAP; and

          (f)    easements, zoning restrictions, rights-of-way, reservations,
declarations, covenants and similar encumbrances on real property imposed by
law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary Loan Party;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Investments" means:

          (a)    direct obligations of, or obligations the principal of and
interest on which are unconditionally Guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing within one year from the date of acquisition thereof;

          (b)    investments in commercial paper (or participations in
commercial paper programs maintained by The Chase Manhattan Bank or its
Affiliates) maturing within 270 days from the date of acquisition thereof and
having, at such date of acquisition, a rating of not less than A-1 from S&P or
P-1 from Moody's;

          (c)    investments in certificates of deposit, banker's acceptances
and time deposits maturing within 180 days from the date of acquisition thereof
issued or Guaranteed by or placed with, and money market deposit accounts
issued or offered by, any domestic office of any commercial bank organized
under the laws of the United States of America or any State thereof which has a
combined capital and surplus and undivided profits of not less than
$500,000,000; and

          (d)    fully collateralized repurchase agreements with a term of not
more than 30 days for securities described in clause (a) above and entered into
with a financial institution satisfying the criteria described in clause (c)
above.

          "Person" means any individual, partnership, firm, corporation
(including, without limitation, the Borrower), limited liability company,
association, joint venture, trust or other entity, or any government or
political subdivision or agency, department or instrumentality





                                       20
<PAGE>   26
thereof.

          "Plan"  means any employee pension benefit plan (other than a
MultiEmployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA; provided, however, that the foregoing shall not include any such
employee pension benefit plan of Koch Industries, Inc. in which either (x) none
of the Borrower or any of its Subsidiaries is liable in any respect, either
directly or indirectly, or (y) the Borrower has received a complete indemnity
from Koch Industries, Inc. that is in full force and effect.

          "Plan of Reorganization" has the meaning set forth in Preliminary
Statement "C" to this Agreement.

          "Pledge Agreement" means the Pledge Agreement, substantially in the
form of Exhibit F, among the Borrower, the Subsidiary Loan Parties and the
Administrative Agent.

          "Prepayment Event" means:

          (a)    any Asset Disposition (including pursuant to a sale and
leaseback transaction and liquidation or dissolution of a Subsidiary) of any
Property of the Borrower or any Subsidiary, other than dispositions described
in clauses (a), (b) or (d) of Section 6.05 or pursuant to clauses (a)(i) or
(a)(ii) of Section 6.03;

          (b)    any Recovery Event with respect to any Property of the
Borrower or any Subsidiary;

          (c)    the issuance by the Borrower or any Subsidiary of any Equity
Interests, or the receipt by the Borrower or any Subsidiary of any capital
contribution, other than (i) any such capital contribution from the Borrower to
any Subsidiary Loan Party, (ii) pursuant to the Permitted Dealer/Employee Stock
Program and (iii) as provided in clause (b)(iii) of the definition of
"Unrestricted Subsidiary"; and

          (d)    the incurrence by the Borrower or any Subsidiary of any
Indebtedness other than Indebtedness permitted pursuant to Section 6.01.

          "Prepetition Credit Agreement" has the meaning set forth in
Preliminary Statement "A" to this Agreement.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective.

          "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.





                                       21
<PAGE>   27
          "Pro Forma Compliance" means (a) the Borrower shall be in pro forma
compliance with the covenants set forth in Sections 6.12 through 6.14
recomputed, with respect to income statement items, as of the last day of the
most recently ended Fiscal Quarter for which financial statements have been
delivered in accordance with subsection 5.01 as if the events with respect to
which Pro Form Compliance is being measured had occurred on the first day of
the twelve- month period ending on such last day of the most recently ended
Fiscal Quarter for which financial statements have been delivered and (b) no
Default or Event of Default shall exist either immediately prior to the events
with respect to which Pro Forma compliance is being determined or after giving
effect to such events.

          "Real Property Assets" means all interests (including leasehold
interests) of the Borrower and its Subsidiaries in real property.

          "Recovery Event" means settlement of or payment in respect of any
property or casualty insurance claims or any condemnation proceeding relating
to any Property of the Borrower or any of its Subsidiaries (other than
Unrestricted Subsidiaries).

          "Register" has the meaning set forth in Section 9.04.

          "Reinvestment Deferred Amount" means with respect to any Reinvestment
Event, the aggregate Net Proceeds received or receivable by the Borrower or any
Subsidiary Loan Party in connection therewith that are not applied to prepay
the Loans under Section 2.10(c) as a result of delivering the Reinvestment
Notice.

          "Reinvestment Event" means any Asset Disposition or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

          "Reinvestment Notice" means a written notice executed by a
Responsible Officer stating that no Default or Event of Default has occurred
and is continuing and that the Borrower (directly or indirectly through a
Subsidiary Loan Party) intends and expects to use all or a specified portion of
the Net Proceeds of an Asset Disposition with respect to a Core Asset
Transaction to acquire or improve Property useful in its or their business or,
in the case of a Recovery Event with respect to a Core Asset Transaction only,
to repair, restore, rebuild or replace the Property which was the subject of
the Recovery Event.  A Reinvestment Notice must be delivered by the Borrower to
the Administrative Agent not later than, with respect to any Asset Disposition,
three days prior to the date each such Asset Disposition is consummated, and
with respect to any Recovery Event, not later than 30 days after the Borrower's
receipt of proceeds of such Recovery Event.  No Reinvestment Notice may be
delivered by the Borrower with respect to Net Proceeds of Asset Dispositions or
Recovery Events exceeding $5,000,000 during any period of 12 consecutive months
or with respect to a Non-Core Asset Transaction, other than Reinvestment
Notices delivered with respect to the destruction, either in the entirety or
substantially in the entirety, of a manufacturing facility as provided in the
definition of "Reinvestment Prepayment Date".





                                       22
<PAGE>   28
          "Reinvestment Prepayment Amount" means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating to such
Reinvestment Event minus the Net Proceeds with respect thereto that the
Borrower has indicated, pursuant to a Reinvestment Notice duly delivered to the
Administrative Agent as provided in the definition thereof, it intends
(directly or indirectly through a Subsidiary Loan Party) to reinvest in its or
their business prior to the relevant Reinvestment Prepayment Date.

          "Reinvestment Prepayment Date" means, with respect to any
Reinvestment Event, the earlier of (a) the date occurring nine months after
such Reinvestment Event, and (b)(i) in the case of any Asset Disposition, the
date on which the Borrower has determined not to, or has otherwise ceased to,
acquire Property useful in the Borrower's or the Subsidiary Loan Parties'
business with all or any portion of the relevant Reinvestment Deferred Amount
or (ii) in the case of a Recovery Event, to repair, restore, rebuild or replace
the Property which was the subject of the Recovery Event; provided, that in the
case of any Recovery Event with respect to any manufacturing facility that was
destroyed, either in the entirety or substantially in the entirety, the nine
month period referred to in clause (a) shall be extended to 18 months (or such
longer period as is acceptable to the Administrative Agent) if (w) the Borrower
is repairing, rebuilding or replacing all or substantially all of such
manufacturing facility, (x) the Borrower is diligently proceeding to complete
such repair, rebuilding or replacement but cannot complete the same within such
nine month period, (y) the Borrower has expended not less than 50% of the
Recovery Event proceeds within the nine month period following the relevant
Reinvestment Event and (z) the Borrower continues to diligently proceed to
complete such repair, rebuilding or replacement within such extended period.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, (a) the Required Revolving
Lenders and (b) the Required Term Lenders.

          "Required Revolving Lenders" means, at any time, Revolving Lenders
whose aggregate pro rata share of the then aggregate unused Revolving
Commitments, Revolving Loans and LC Exposure is at least 51%.

          "Required Term Lenders" means, at any time, Term Lenders whose
aggregate pro rata share of the aggregate principal amount of all the Term
Loans then outstanding is at least 51% or, if no such Term Loans are then
outstanding, Term Lenders whose then aggregate pro rata share of the aggregate
Term Commitment of all the Term Lenders is at least 51%.

          "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement or other organizational or
governing documents for such Person, and any law, treaty, rule or regulation,
or determination, judgment, writ, injunction, decree or order of an arbitrator
or a court or other Governmental Authority, in each case





                                       23
<PAGE>   29
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

          "Responsible Officer" means any of the President, Chief Executive
Officer or Chief Financial Officer of the Borrower.

          "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any  Equity Interests in the Borrower or any Subsidiary or
any option, warrant or other right to acquire any such Equity Interests in the
Borrower or any Subsidiary.

          "Revolving Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the Revolving Maturity Date
and the date of termination of the Revolving Commitments.

          "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit hereunder,  expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04.  The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable.  The initial aggregate amount of the
Lenders' Revolving Commitments is $50,000,000.

          "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans
and its LC Exposure at such time.

          "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

          "Revolving Loan" means a Loan made pursuant to clause (c) of Section
2.01.

          "Revolving Maturity Date" means December 31, 2002.

          "Revolving Note" means a promissory note of the Borrower and issued
to a Revolving Lender, substantially in the form of Exhibit J-1, which
promissory note shall evidence the aggregate Revolving Loans owing by the
Borrower to each such Revolving Lender.

          "S&P" means Standard & Poor's.





                                       24
<PAGE>   30
          "Sales Enhancement Guaranties" means any Guaranty Obligations of the
Borrower or any Subsidiary Loan Party of Indebtedness of their customers,
including, without limitation, animal feed and nutrition and nutrition products
dealers and animal producers, which Indebtedness was incurred (a) to finance
Consolidated Capital Expenditures of such customers or to provide working
capital to such customers, (b) in the ordinary course of business of the
Borrower and (c) in connection with the Borrower's business strategy to
increase sales of animal feed and nutrition products.

          "Sales Enhancement Loans" means loans made by the Borrower or any
Subsidiary Loan Party to their customers, including, without limitation, animal
feed and nutrition products dealers and animal producers, which Loans are made
(a) to finance Consolidated Capital Expenditures of such customers for fixed
assets or to provide working capital to such customers, (b) in the ordinary
course of business of the Borrower and (c) in connection with the Borrower's
business strategy to increase sales of animal feed and nutrition products.

          "Secured Parties" has the meaning assigned to that term in the
Security Agreement.

          "Security Agreement" means the Security Agreement, substantially in
the form of Exhibit G, among the Borrower, the Subsidiary Loan Parties and the
Administrative Agent.

          "Security Documents" means the Guaranty Agreement, the Security
Agreement, the Pledge Agreement, the Mortgages and each other security
agreement or other instrument or document executed and delivered pursuant to
Section 5.12 or 5.13 to secure any of the Obligations.

          "Senior Subordinated Notes" means the senior subordinated notes
issued pursuant to the Senior Subordinated Notes Indenture in an amount of up
to $350,000,000.

          "Senior Subordinated Notes Indenture" means the Indenture, dated as
of March 12, 1998, between the Borrower and The First National Bank of Chicago,
as Trustee, relating to the Borrower's 9.0% Senior Subordinated Notes Due 2010.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject
(a) with respect to the Base CD Rate, for new negotiable nonpersonal time
deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board).  Such reserve percentages shall include those imposed pursuant to
such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for pro-ration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation.  The
Statutory Reserve Rate shall be adjusted automatically on and as of the





                                       25
<PAGE>   31
effective date of any change in any reserve percentage.

          "Secured Parties" has the meaning provided for in the Security
Agreement.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as
any other corporation, limited liability company, partnership, association or
other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or,
in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Borrower.  For purposes of
the representations and warranties made herein on the Effective Date, the term
"Subsidiary" includes each of the Borrower and its subsidiaries.

          "Subsidiary Loan Party" means any (a) Wholly-Owned Subsidiary of the
Borrower (other than Unrestricted Subsidiaries) and (b) other Subsidiary that
is neither a (i) Foreign Subsidiary nor an (ii) Unrestricted Subsidiary,
provided that one or more such other Subsidiaries are not required to be
Subsidiary Loan Parties pursuant to this clause (b) unless the aggregate amount
of all investments, loans and advances to or in all such other Subsidiaries,
together with all investments, loans and advances in (x) Foreign Subsidiaries
and (y) Unrestricted Subsidiaries from the source provided in clause (iii)(D)
of the definition of "Unrestricted Subsidiaries", does not exceed in the
aggregate at any time the sum of (i) the investments in such Subsidiaries on
the Effective Date as set forth in Schedule 6.04(b) plus (ii) $22,500,000.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Term Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make a Term Loan hereunder on the Effective Date,
expressed as an amount representing the maximum principal amount of the Term
Loan to be made by such Lender hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.07 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04.  The initial amount of each Lender's Term Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Term Commitment, as applicable.  The initial
aggregate amount of the Lenders' Term Commitments is $175,000,000.

          "Term Lender" means a Lender with a Term Commitment or an outstanding
Term Loan.





                                       26
<PAGE>   32
          "Term Loans" means a Loan made pursuant to clause (a) of Section
2.01.

          "Term Maturity Date" means December 31, 2003.

          "Term Note" means a promissory note by the Borrower and issued to a
Term Lender, substantially in the form of Exhibit J-2, which promissory note
shall evidence the aggregate Term Loans owing by the Borrower to each such Term
Lender.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

          "Transactions" means (a) the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is to be a party, the
Borrowing of the Loans, the issuance of Letters of Credit hereunder and the use
of the proceeds thereof and (b) the other transactions contemplated under the
Plan of Reorganization.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

          "Unrestricted Subsidiary" means any Subsidiary designated as an
Unrestricted Subsidiary by the Board of Directors of the Borrower pursuant to a
notice delivered to the Administrative Agent as provided below so long as (a)
at the time such Subsidiary is acquired or created (i) no Default  or Event of
Default shall have occurred and be continuing or would result therefrom; (ii)
all transactions related thereto shall be consummated in accordance with
applicable laws; and (iii) the Borrower shall be in Pro Forma Compliance; and
(b) at all times (i) neither the Borrower nor any Subsidiary Loan Party shall
have (A) provided any credit support (whether pursuant to any agreement,
undertaking or otherwise), except as provided in Schedule 6.04(b), or (B) any
liability, either directly or indirectly and whether pursuant to any agreement,
undertaking, law or otherwise, in respect thereof or on account of any
Indebtedness of such Subsidiary, except as provided in Schedule 6.04(b); (ii)
such Subsidiary shall be operated in compliance with the requirements of
Section 5.15; (iii) such Subsidiary shall be capitalized solely from (A)
capital contributed to the Borrower specifically for such purpose, such capital
contribution to be substantially contemporaneously contributed by the Borrower
to such Unrestricted Subsidiary or used to effect its acquisition, as the case
may be, (B) investments by Persons other than the





                                       27
<PAGE>   33
Borrower or any Subsidiary Loan Party, (C) the proceeds of Indebtedness of
Persons other than the Borrower or any Subsidiary Loan Party or (D) capital
contributed from the Borrower in an amount not to exceed in the aggregate the
investments in Unrestricted Subsidiaries set forth in Schedule 6.04(b) plus
$22,500,000; (iv) such Subsidiary does not at any time own any Equity
Interests, or any warrants, options or other rights to acquire any Equity
Interests, of the Borrower or any Subsidiary Loan Party; and (v) such
Subsidiary has not acquired any Property from the Borrower or any Subsidiary
Loan Party, except as permitted by this Agreement.  Notice of any such
designation of an Unrestricted Subsidiary by Borrower shall be delivered by the
Borrower to the Administrative Agent by promptly filing with the Administrative
Agent a copy of the resolutions of the Board of Directors of the Company
approving such designation and a certificate of a Responsible Officer
certifying that such designation complies with the requirements of this
definition. Such designation shall become effective upon receipt by the
Administrative Agent of the foregoing.  Each Unrestricted Subsidiary designated
hereunder shall continue to be treated as an Unrestricted Subsidiary for
purposes of this Agreement until the Borrower shall deliver notice to the
Administrative Agent pursuant to and in compliance with Section 5.16.  Any
designation of an Unrestricted Subsidiary that fails to comply with the terms
of this definition shall be null and void and of no effect whatsoever.

          "Wholly-Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which securities (except for directors, qualifying shares) or
other ownership interests representing 100% of the equity, 100% of the ordinary
voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by such Person or one or
more Wholly-Owned Subsidiary of such Person or by such Person and one or more
Wholly-Owned Subsidiary of such Person.

          "Withdrawal Liability" means liability to a MultiEmployer Plan as a
result of a complete or partial withdrawal from such MultiEmployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02  Classification of Loans and Borrowings.  For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan").  Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03  Terms Generally.  The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined.  Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation".  The word
"will" shall be construed to have the same meaning and effect as the word
"shall".  Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments,





                                       28
<PAGE>   34
supplements or modifications set forth herein or therein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

          SECTION 1.04  Accounting Terms; Financial Covenants.  (a) Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP.

          (b)    In the event that any "Accounting Change" (as defined below)
shall occur and such change results in a change in the method of calculation of
the Asset Coverage Requirement or any of the financial covenants set forth in
Sections 6.12, 6.13 or 6.14, the Borrower and the Administrative Agent shall
enter into negotiations in order to amend such provisions of this Agreement so
as to equitably reflect such Accounting Change, with the desired result that
the criteria for calculating the Asset Coverage Requirement and evaluating the
Borrower's financial condition shall be the same after such Accounting Change
as if such Accounting Change had not been made.  Until such time as any such
amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, the Asset Coverage Requirement
and the financial covenants shall continue to be calculated or construed as if
such Accounting Change had not occurred.  "Accounting Change" refers to a
change in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the Securities and Exchange Commission.



                                   ARTICLE II

                                  The Credits

          SECTION 2.01 Commitments.  Subject to the terms and conditions set
forth herein, each Lender agrees to (a) make a Term Loan to the Borrower on the
Effective Date in a principal amount not exceeding its Term Commitment and (b)
make Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans.  Amounts
repaid in respect of Term Loans may not be reborrowed.

          SECTION 2.02  Loans and Borrowings.  (a) Each Loan shall be made as
part of a





                                       29
<PAGE>   35
Borrowing consisting of Loans of the same Class and Type made by the Lenders
ratably in accordance with their respective Commitments of the applicable
Class.  The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

          (b)    Subject to Section 2.13, each Revolving Borrowing and the Term
Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

          (c)    At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $3,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 and not less than $1,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments.  Borrowings of
more than one Type and Class may be outstanding at the same time.

          (d)    Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, or the Term Maturity Date, as applicable.

          SECTION 2.03  Requests for Borrowings.   To request any Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on
the Business Day of the proposed Borrowing; provided, that the initial
Borrowing hereunder shall require, in any event, not less than one Business
Days' notice and shall be made by the Borrower delivering a written Borrowing
Request to the Administrative Agent.  Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly (and, in any event, not
later than the close of business on the date of any telephonic Borrowing
Request) by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

          (i)    whether the requested Borrowing is to be a Revolving Borrowing
or Term Borrowing;

          (ii)   the aggregate amount of such Borrowing;





                                       30
<PAGE>   36
          (iii)  the date of such Borrowing, which shall be a Business Day;

          (iv)   whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing;

          (v)    in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period"; and

          (vi)   the location and number of the Borrower's account to which
funds are to be disbursed, which shall comply with the requirements of Section
2.05.

If no election as to the Type of Borrowing is specified with respect to any
Term Loan or Revolving Loan, then the requested Borrowing shall be an ABR
Borrowing.  If no Interest Period is specified with respect to any requested
Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.  Promptly following
receipt of a  Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04  Letters of Credit.  (a) General.  Subject to the terms
and conditions set forth herein, the Borrower may, on behalf of itself or any
Subsidiary (subject to Section 6.04(m)) request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period.  In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
The Borrower acknowledges that as of the Effective Date the Letters of Credit
set forth on Schedule 2.04 are outstanding hereunder.

          (b)    Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions.  To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit.  If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on
the Issuing Bank's standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or





                                       31
<PAGE>   37
extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $30,000,000 and (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments.

          (c)    Expiration Date.  Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Revolving Maturity Date.

          (d)    Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit.  In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason.  Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

          (e)    Reimbursement.  If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 noon, New York City time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice
of such LC Disbursement prior to 10:00 a.m., New York City time, on such date,
or, if such notice has not been received by the Borrower prior to such time on
such date, then not later than 12:00 noon, New York City time, on (i) the
Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of
receipt. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and
such Lender's Applicable Percentage thereof.  Promptly following receipt of
such notice, each Revolving Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.05 with respect to Loans made by such Lender
(and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to





                                       32
<PAGE>   38
the Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have
made payments pursuant to this paragraph to reimburse the Issuing Bank, then to
such Lenders and the Issuing Bank as their interests may appear.  Any payment
made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing
Bank for any LC Disbursement shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.

          (f)    Obligations Absolute.  The Borrower's obligation to reimburse
LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the Issuing Bank,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.  The parties
hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised
care in each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.





                                       33
<PAGE>   39
          (g)    Disbursement Procedures.   The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such
LC Disbursement.

          (h)    Interim Interest.  If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

          (i)    Replacement of the Issuing Bank.  The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.
The Administrative Agent shall notify the Lenders of any such replacement of
the Issuing Bank.  At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b).  From and after the effective date of
any such replacement (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the
term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require.  After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.

          (j)    Cash Collateralization.  If any Event of Default shall occur
and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Revolving Lenders demanding the
deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in the Cash Collateral Account an amount in cash equal to 105% of the
LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (g) or (h) of
Article VII.  Each such deposit shall be held by





                                       34
<PAGE>   40
the Administrative Agent, pursuant to the Cash Collateral Agreement, as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. All investments in the Cash Collateral Account shall be
made in accordance with the terms of the Cash Collateral Agreement.  Moneys in
the Cash Collateral Account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of the Required Lenders), be applied to satisfy
other obligations of the Borrower under this Agreement.

          SECTION 2.05  Funding of Borrowings.  (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds by 12:00 noon, New York City time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders.  The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable
Borrowing Request.

          (b)    Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may in its sole discretion, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of the Borrower, the highest interest rate then applicable to
the relevant Loans.  If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing.

          SECTION 2.06  Interest Elections.  (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified
in such Borrowing Request.  Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section.  The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.





                                       35
<PAGE>   41
          (b)    To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
(and, in any event, not later than the close of Business on the date of any
telephonic Interest Election Request) by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower.

          (c)    Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02 and paragraph
(b) of this Section:

        (i)      the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);

        (ii)     the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

        (iii)    whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and

        (iv)     if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest
Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d)    Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

          (e)    If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.





                                       36
<PAGE>   42
          SECTION 2.07  Termination and Reduction of Commitments.  (a) Unless
previously terminated, (i) the Term Commitment shall terminate at 5:00 p.m.,
New York City time, on the Effective Date, and (ii) the Revolving Commitments
shall terminate on the Revolving Maturity Date.

          (b)    The Borrower may at any time terminate, or from time to time
reduce, the Revolving Commitment; provided that (i) each reduction of the
Revolving Commitment shall be in an amount that is an integral multiple of
$100,000 and not less than $1,000,000 (or, if less, the remaining Revolving
Commitment) and (ii) the Borrower shall not terminate or reduce the Revolving
Commitment if, after giving effect to any concurrent prepayment of the
Revolving Loans or cash collateralization of the LC Exposure in accordance with
Section 2.04(j), the sum of the Revolving Exposures would exceed the total
Revolving Commitments.

          (c)    Concurrently with any mandatory prepayment of the aggregate
principal amount of the Revolving Loans or cash collateralization of the LC
Exposure pursuant to clause Third of Section 2.10(e)(ii), the Revolving
Commitment shall be automatically and permanently reduced dollar-for-dollar by
the amount of each such prepayment.

          (d)    The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Commitment under paragraph (b) of
this Section, or any required reduction of the Revolving Commitments under
paragraph (c) of this Section, at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof.  Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof.  Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable.

          SECTION 2.08  Repayment of Loans; Evidence of Debt.  (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, and (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Term Loan of such Lender as and when provided in Section 2.09.

          (b)    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, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

          (c)    The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.





                                       37
<PAGE>   43
          (d)    The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

          (e)    Any Lender may request that Loans of any Class made by it 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 (or, if
requested by such Lender, to such Lender and its registered assigns).

          (f)    Anything in Sections 2.09, 2.10 and 2.12 to the contrary
notwithstanding, all payments of principal of, and accrued interest on, any
Term Loan is subject to Section 2.18.

          SECTION 2.09  Amortization and Payment of Term Loans.  (a) Subject to
adjustment pursuant to prepayments made pursuant to Section 2.11, the Borrower
shall repay Term Loan Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                   PAYMENT DATE                               AMOUNT OF REQUIRED
                                                               PRINCIPAL PAYMENT
-----------------------------------------------------------------------------------------
         <S>                                                     <C>
         March 31, 2001                                          $2,000,000
         June 30, 2001                                           $2,000,000
         September 30, 2001                                      $2,000,000
         December 31, 2001                                       $2,000,000
         March 31, 2002                                          $2,000,000
         June 30, 2002                                           $2,500,000
         September 30, 2002                                      $2,500,000
         December 31, 2002                                       $10,000,000
         March 31, 2003                                          $5,000,000
         June 30, 2003                                           $5,000,000
         September 30, 2003                                      $5,000,000
         December 31, 2003                                       $135,000,000
-----------------------------------------------------------------------------------------
</TABLE>


          (b)    Prior to any repayment of any Term Borrowings of either Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment.  Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing.  Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

          SECTION 2.10  Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to voluntarily prepay any Loan in whole
or in part, subject to the requirements of this Section, provided that all
voluntary prepayments of the Term Loans





                                       38
<PAGE>   44
shall be applied as provided in paragraph (e)(ii).

          (b)    In the event and on such occasion that the sum of the
Revolving Exposures exceeds the total Revolving Commitments, the Borrower shall
prepay Revolving Loans (or, if no such Revolving Loans are outstanding, cash
collateralize the LC Exposure pursuant to Section 2.04(j)) in an aggregate
amount equal to such excess.

          (c)    In the event and on each occasion that any Net Proceeds are
received by or on behalf of the Borrower or any Subsidiary Loan Party in
respect of any Prepayment Event, the Borrower shall, immediately after such Net
Proceeds are received, prepay the Loans and cash collateralize the LC Exposure
in the manner set forth in paragraph (e)(ii), in an aggregate amount equal to
(i) in the case of Net Proceeds of a Non-Core Asset Transaction, 100% of such
Net Proceeds until such time as (A) the principal balance of the Term Loan has
been reduced to $150,000,000, and (B) thereafter, 50% of such Net Proceeds; and
(ii) in the case of Net Proceeds of a Core Asset Transaction, 100% of the Net
Proceeds thereof; provided that, in the case of any Net Proceeds on account of
any Core Asset Transaction, if a Reinvestment Notice has been timely delivered
by the Borrower to the Administrative Agent (I) no such mandatory prepayment or
cash collateralization shall be required as a result thereof unless and until a
Reinvestment Prepayment Date shall occur with respect to such Net Proceeds, in
which case such mandatory prepayment and cash collateralization shall be made
with respect to such Net Proceeds on the Reinvestment Prepayment Date in an
amount equal to the Reinvestment Prepayment Amount, and (II) until a
Reinvestment Prepayment Date occurs the relevant Net Proceeds pending
reinvestment, if they equal or exceed in the aggregate $1,000,000 at any time,
shall be held on deposit in the Cash Collateral Account pursuant to the Cash
Collateral Agreement; provided, further, that any Net Proceeds from a
Prepayment Event that arises from (X) the sale of Equity Interests by the
Borrower to its employees, officers or directors shall not be required to be
applied to prepay the Loans until such amount equals or exceeds $250,000, in
which case all of such Net Proceeds shall be applied to prepay the Loans and
cash collateralize the LC Exposure as provided in this clause (c), or (Y) any
other Prepayment Event shall not be required to prepay the Loans until such
amount equals or exceeds $500,000, in which case all of such Net Proceeds shall
be applied to prepay the Loans as provided in this clause (c).

          (d)    Following the end of each Fiscal Year of the Borrower,
commencing with the Fiscal Year ending December 31, 2000, the Borrower shall
prepay the Loans and cash collateralize the LC Exposure on the terms herein
required in an aggregate amount equal to (i) 80% of Excess Cash Flow for such
Fiscal Year until such time as (A) the aggregate principal amount of the Term
Loan has been reduced to $150,000,000, and (B) thereafter, 50% of Excess Cash
Flow.  Each prepayment pursuant to this paragraph shall be applied in the
manner set forth below in paragraph (e)(ii) and made on or before the date on
which financial statements are delivered pursuant to Section 5.01(a) with
respect to the Fiscal Year for which Excess Cash Flow is being calculated (and,
in any event, within 105 days after the end of each such Fiscal Year).

          (e)    (i)      Subject to Section 2.10(a), prior to any optional
prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or
Borrowings to be prepaid





                                       39
<PAGE>   45
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section.

          (ii)   All prepayments of the Loans and cash collateralization of the
LC Exposure pursuant to paragraphs (a) (in the case of Term Loans), (c) or (d)
shall be applied as follows:

                 First, to the payment of the Term Loan to be applied: (A)
          until the aggregate principal amount of the Term Loan has been
          reduced to $150,000,000, first to the principal installment of the
          Term Loan then due or next becoming due as set forth in Subsection
          2.09(a), and second to the balance of the principal installments of
          the Term Loan due through and including December 31, 2002 as set
          forth in Section 2.09(a) in the inverse order of maturity, and (B)
          after the aggregate principal amount of the Term Loan has been
          reduced to $150,000,000, first to the principal installment of the
          Term Loan then due or next becoming due as set forth in Section
          2.09(a), and second to the balance of the principal installments of
          the Term Loan set forth in Section 2.09(a) in the inverse order of
          maturity; and

                 Second, after all principal and accrued interest outstanding
          under the Term Loan has been paid in full, first, to the payment of
          the Revolving Loans and, second, to the cash collateralization of the
          LC Exposure as provided in Section 2.04(j).

          (f)    The Borrower shall notify the Administrative Agent by
telephone (promptly confirmed by telecopy not later than the close of Business
on the date such telephonic notice is given) of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment, (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment.  Each such notice
shall be irrevocable and shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment.  Promptly following receipt of any such notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in
the case of an advance of a Borrowing of the same Type as provided in Section
2.02, except as necessary to apply fully the required amount of a mandatory
prepayment.  Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.12.

          SECTION 2.11  Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily unused amount of
each Revolving Commitment of each such Revolving Lender during the period from
and including the date of this Agreement to but excluding the date on which
such Revolving Commitment terminates in





                                       40
<PAGE>   46
the entirety.  Accrued commitment fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on
which the Revolving Commitments terminate, commencing on the first such date to
occur after the date hereof.  All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  For purposes of
computing commitment fees, a Revolving Commitment of a Lender shall be deemed
to be used to the extent of the outstanding Revolving Loans and LC Exposure of
such Lender.

          (b)    The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of .25% per annum on the average daily amount of the LC
Exposure during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as the Issuing
Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date
to occur after the Effective Date; provided that all such fees shall be payable
on the date on which the Revolving Commitments terminate and any such fees
accruing after the date on which the Revolving Commitments terminate shall be
payable on demand.  Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand.  All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

          (c)    The Borrower agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.

          (d)    All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto.  Fees
paid shall not be refundable under any circumstances.

          SECTION 2.12  Interest.  (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

          (b)    The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable





                                       41
<PAGE>   47
Rate.

          (c)    Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to the Default Rate.

          (d)    Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (d) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan, accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

          (e)    All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).  The applicable Alternate
Base Rate or Adjusted LIBO Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.

          SECTION 2.13  Alternate Rate of Interest.  If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

          (a)    the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b)    the Administrative Agent is advised by the Required Lenders
that the Adjusted LIBO Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of making or maintaining their Loans
included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any  Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

          SECTION 2.14  Increased Costs. (a) If any Change in Law shall:

          (i)    impose, modify or deem applicable any reserve, special deposit
or similar





                                       42
<PAGE>   48
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Issuing Bank; or

          (ii)   impose on any Lender or the Issuing Bank or the London
interbank market any other condition affecting this Agreement or Eurodollar
Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

          (b)    If any Lender or the Issuing Bank determines that any Change
in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender's or the Issuing Bank's capital or on the
capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Issuing Bank, to a level below that which such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's holding company could have achieved but for
such Change in Law (taking into consideration such Lender's or the Issuing
Bank's policies and the policies of such Lender's or the Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

          (c)    A certificate of a Lender or the Issuing Bank setting forth
the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within 10
days after receipt thereof.  Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation.

          SECTION 2.15  Break Funding Payments.  In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be





                                       43
<PAGE>   49
revoked under Section 2.10(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.18, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event.  In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest (as reasonably determined by such Lenders) which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of
a comparable amount and period from other banks in the eurodollar market.  A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

          SECTION 2.16  Taxes.  (a) Any and all payments by or on account of
any obligation of the Borrower hereunder or under any other Loan Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) 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)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

          (b)    In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c)    The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on
or with respect to any payment by or on account of any obligation of the
Borrower hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.





                                       44
<PAGE>   50
          (d)    As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

          (e)    Each Foreign Lender shall deliver to the Borrower and the
Administrative Agent two copies of either United States Internal Revenue
Service Form 1001 or Form 4224, or, in the case of a Foreign Lender claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a Form W-8, or any
subsequent versions thereof or successors (including Forms 8-BEN and 8-ECI)
thereto (and, if such Foreign Lender delivers a Form W-8, a certificate
representing that such Foreign Lender is not a bank for purposes of Section
881(c) of the Code, is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Foreign
Lender claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax on payments by the Borrower under this Agreement and the other
Loan Documents.  Such form shall be delivered by each Foreign Lender on or
before the date it becomes a party to this Agreement, either on the Effective
Date or pursuant to an assignment completed under Section 9.04.  In addition,
each Foreign Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section, a Foreign Lender shall not
be required to deliver any form pursuant to this Section that such Foreign
Lender is not legally able to deliver.

          SECTION 2.17  Payments Generally; Pro Rata Treatment; Sharing of
Setoffs.  (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.14, 2.15 or 2.16, or otherwise) prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 12:00 noon, New York City time), on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue,
New York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons
specified therein.  The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof.  If any payment under any Loan Document
shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be





                                       45
<PAGE>   51
payable for the period of such extension.  All payments under each Loan
Document shall be made in dollars.

          (b)    If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

          (c)    If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, Term Loans and
participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans, Term Loans and participations in LC Disbursements of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans, Term
Loans and participations in LC Disbursements; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered,  such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary Loan Party or Affiliate thereof (as to which the provisions
of this paragraph shall apply).  The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

          (d)    Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the Issuing Bank, as the case may be, the amount due.  In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for





                                       46
<PAGE>   52
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.

          (e)    If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are
fully paid.

          SECTION 2.18  Conditions to Payment of Term Loans.  Notwithstanding
the terms of Sections 2.09, 2.10 and 2.12, no payment of principal of, or
accrued interest on, any Term Loan shall be made if, at the time any such
payment is made and after giving effect thereto, (a) any Default or Event of
Default has occurred and is continuing or (b) the Asset Coverage Requirement
has not been satisfied.  Not less than one Business Day prior to the making of
each such payment, the Borrower shall provide reasonably satisfactory evidence
to the Administrative Agent that the Asset Coverage Requirement has been
satisfied.  All payments which, but for this Section, would have been paid with
respect to the Term Loans shall be deposited in the Cash Collateral Account
pursuant to the terms of the Cash Collateral Agreement. All amounts on deposit
in the Cash Collateral Account shall be applied to repay the Revolving Loans
and cash collateralize the LC Exposure upon the taking of any action pursuant
to the last paragraph of Article VII or on the Revolving Maturity Date, with
the excess, if any, being applied to repay the Term Loans of the relevant Term
Lender on behalf of whom such amounts were deposited in the Cash Collateral
Account.  Amounts on deposit in the Cash Collateral Account shall accrue
interest in favor of each relevant Lender to the same extent as if they were
outstanding  Loans hereunder, subject to the selection of the applicable
interest rate option by the Borrower prior to the continuance of any Event of
Default.  All payments on account of the Term Loans of any Term Lender which
are deposited in the Cash Collateral Account and are applied to pay the
Revolving Loans during the continuance of any Event of Default or on the
Revolving Maturity Date shall be so applied on a pro rata basis.  Subject to
the preceding sentence, if amounts are deposited in the Cash Collateral Account
pursuant to the operation of this Section and the Borrower has complied with
the Asset Coverage Requirement for three consecutive Fiscal Quarters, all such
amounts on deposit in the Cash Collateral Account (together with accrued
interest thereon but after deduction of those amounts referred to in the
preceding sentence) shall be paid to the applicable Term Lender for whom such
amounts were originally paid by the Borrower.


                                  ARTICLE III

                         Representations and Warranties

          The Borrower represents and warrants to the Lenders that:





                                       47
<PAGE>   53
          SECTION 3.01  Organization; Powers.  Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required.

          SECTION 3.02  Authorization; Enforceability.  The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action.  This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of the Borrower or such Loan
Party (as the case may be), enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03  Governmental Approvals; No Conflicts.  The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or any of
its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except Liens created under the Loan
Documents.

          SECTION 3.04  Financial Condition; No Material Adverse Change.  (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows as of and
for the Fiscal Year ended December 31, 1999, reported on by KPMG Peat Marwick
LLP independent public accountants.  Such financial statements present fairly,
in all material respects, the financial position and results of operations and
cash flows of the Borrower and its consolidated Subsidiaries as of such dates
and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.

          (b)    Except as disclosed in the financial statements referred to
above and except for the Disclosed Matters, after giving effect to the
Transactions, none of the Borrower or its Subsidiaries has, as of the Effective
Date, any material contingent liabilities, unusual long-term commitments or
unrealized losses.





                                       48
<PAGE>   54
          (c)    Since December 31, 1999, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial
or otherwise, the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries), taken as a whole (after giving effect to the proceedings related
to the Bankruptcy Cases).

          SECTION 3.05  Properties.  (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

          (b)    Schedule 3.05(b) sets forth the address of each Real Property
Asset that is owned or leased by the Borrower or any of its Subsidiaries as of
the Effective Date and after giving effect to the Transactions.

          (c)    Except as set forth in Schedule 3.05(c), as of the Effective
Date neither the Borrower nor any of its Subsidiaries has received notice of,
or has knowledge of, any pending or contemplated condemnation proceeding
affecting any Mortgaged Property or any sale or disposition thereof in lieu of
condemnation.  Neither any Mortgaged Property nor any interest therein is
subject to any right of first refusal, option or other contractual right to
purchase such Mortgaged Property or interest therein.

          SECTION 3.06  Litigation and Environmental Matters.  (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.

          (b)    Except for the Disclosed Matters and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor
any of its Subsidiaries (i) has failed to comply with any Environmental Law or
to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received written notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

          (c)    Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or could reasonably be expected to result in a Material Adverse
Effect.

          SECTION 3.07  Compliance with Laws and Agreements. (a) Each of the
Borrower and its Subsidiaries is in compliance with all applicable laws,
regulations and orders of any Governmental Authority and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could





                                       49
<PAGE>   55
not reasonably be expected to result in a Material Adverse Effect.  No Default
has occurred and is continuing.

          (b)    Set forth on Schedule 3.07(b) is a listing, as of the
Effective Date, of all Material Agreements.  All such Material Agreements are
in full force and effect.  Neither the Borrower nor any of its Subsidiaries is
in default thereunder and none of such Persons has knowledge of any default by
any other Person that is a party thereto that may reasonably be expected to
have a Material Adverse Effect.

          SECTION 3.08  Investment and Holding Company Status.  Neither the
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

          SECTION 3.09  Taxes.  Each of the Borrower and its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) any Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

          SECTION 3.10  ERISA.  Except as set forth in Schedule 3.10, no ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect.
The present value of all accumulated benefit obligations under each Plan (based
on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $20,000 the fair market
value of the assets of such Plan, and, with respect to each such Plan which has
(based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) accumulated benefit obligations in excess of the
fair market value of the assets of such Plan as of the date of the most recent
financial statements reflecting such amounts (an "Underfunded Plan"), the
present value of all accumulated benefit obligations (based on the assumptions
used for purposes of Statement of Financial Accounting Standards No. 87) of all
under-funded Plans did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $20,000 the fair market
value of the assets of all such under-funded Plans.

          SECTION 3.11  Disclosure.   The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which the
Borrower or any of its Subsidiaries is subject, and all other matters known to
any of them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.  No reports, financial
statements, certificates or other information furnished by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or





                                       50
<PAGE>   56
thereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

          SECTION 3.12  Subsidiaries.  Schedule 3.12 sets forth the name of,
and the ownership interest of the Borrower in, each Subsidiary of the Borrower
and identifies separately each Subsidiary Loan Party, Foreign Subsidiary,
Unrestricted Subsidiary, and each other Subsidiary (together with the related
investments therein) referred to in the proviso of the definition of
"Subsidiary Loan Party", in each case as of the Effective Date.  All such
ownership interests in each such Subsidiary are owned by the Borrower free and
clear of all Liens whatsoever (other than Liens created by the Security
Documents).

          SECTION 3.13  Insurance.  Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of the Borrower and its Subsidiaries
as of the Effective Date.  As of the Effective Date, all premiums in respect of
such insurance have been paid.  The Borrower believes that the insurance
maintained by or on behalf of the Borrower and its Subsidiaries is adequate.

          SECTION 3.14  Labor Matters.  As of the Effective Date, there are no
strikes, lockouts or slowdowns against the Borrower or any Subsidiary pending
or, to the knowledge of the Borrower, threatened.  The hours worked by and
payments made to employees of the Borrower and its Subsidiaries have not been
in violation of the Fair Labor Standards Act or any other applicable Federal,
state, local or foreign law dealing with such matters.  All payments due from
the Borrower or any Subsidiary, or for which any claim may be made against the
Borrower or any Subsidiary, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the
books of the Borrower and each such Subsidiary.  The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining
agreement to which the Borrower or any Subsidiary is bound.

          SECTION 3.15  Solvency.  Immediately after the consummation of the
Transactions to occur on the Effective Date and immediately following the
making of each Loan made on the Effective Date and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
each Loan Party, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party will be greater than the amount that will be
required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) each Loan Party will be able to pay its debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) each Loan Party will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted
following the Effective





                                       51
<PAGE>   57
Date.

          SECTION 3.16  Computer Systems.  The computer and management
information systems of the Borrower and its Subsidiaries are and, with ordinary
course upgrading and maintenance, will continue for the term of this Agreement
to be, sufficient to permit the Borrower to conduct its businesses without
Material Adverse Effect.

          SECTION 3.17  No Burdensome Restrictions.  No Requirement of Law or
Contractual Obligation applicable to the Borrower or any Subsidiary could
reasonably be expected to (a) have a Material Adverse Effect or (b) limit the
ability of any Subsidiary to pay dividends or to make distributions or advances
to the Borrower or any other Subsidiary.

          SECTION 3.18  Use of Proceeds.  The Borrower will use (a) all the
proceeds of the Revolving Loans to (i) repay revolving loans and cash
collateralize (or provide replacement or back-to-back letters of credit) the
letters of credit outstanding under the DIP Credit Agreement and (ii) fund
working capital and other general corporate needs of the Borrower and (b) all
the proceeds of the Term Loans to repay loans outstanding under the Prepetition
Credit Agreement.

          SECTION 3.19  Flood Insurance.  To the extent reasonably available,
the Borrower has obtained for all Mortgaged Properties which are located in a
federally designated "special flood hazard area", as designated in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency, such
flood insurance in such total amount as the Administrative Agent has from time
to time reasonably required.

          SECTION 3.20  Security Documents.  (a) The Pledge Agreement is
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable security
interest in the Collateral (as defined in the Pledge Agreement) and the
proceeds thereof and, when the Collateral is delivered to the Administrative
Agent, the Pledge Agreement shall create a fully perfected first priority Lien
on, and security interest in, all right, title and interest of the pledgors
thereunder in such Collateral, in each case prior and superior in right to any
other Person.

          (b)    The Security Agreement is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and the proceeds thereof and, when financing statements in
appropriate form are filed in the offices specified on Schedule 6 of the
Perfection Certificate, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral (subject to the following paragraph
(c)) other than the Intellectual Property, as defined in the Security
Agreement), in each case prior and superior in right to any other Person, other
than with respect to Liens expressly permitted by Section 6.2.

          (c)    When the Security Agreement is filed in the United States
Patent and Trademark Office and the United States Copyright Office, and, with
respect to Collateral in





                                       52
<PAGE>   58
which a security interest cannot be perfected by such filings, upon the filing
of the financing statements referred to in paragraph (b) above, the Security
Agreement and such financing statements shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the grantors
thereunder in the Intellectual Property (as defined in the Security Agreement),
in each case prior and superior in right to any other Person.

          (d)    The Mortgages are effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of the Borrower's and each other Loan Party's
right, title and interest in and to the Mortgaged Property thereunder and the
proceeds thereof, and when the Mortgages are filed in the offices specified on
Schedule 6 of the Perfection Certificate, the Mortgages shall constitute a
fully perfected Lien on, and security interest in, all right, title and
interest of the Borrower in such Mortgaged Property and the proceeds thereof,
in each case prior and superior in right to any other Person, other than with
respect to the rights of Persons pursuant to Liens expressly permitted by
Section 6.2.

          SECTION 3.21  Copyrights, Trademarks, etc..  The Borrower and each of
its Subsidiaries own, or are licensed to use, all copyrights, trademarks, trade
names, patents, technology, know-how and processes, service marks, other
intellectual property and rights with respect to the foregoing that are (a)
used in or necessary for the conduct of their respective businesses as
currently conducted and (b) material to the business, assets, operations,
properties, prospects or condition (financial or otherwise) of the Borrower and
its Subsidiaries taken as a whole.  The use of such copyrights, trademarks,
trade names, patents, technology, know-how and processes, service marks, other
intellectual property and rights with respect to the foregoing by the Borrower
and its Subsidiaries does not infringe on the rights of any Person except to
the extent that, individually or in the aggregate, the same could not
reasonably be expected to have a Material Adverse Effect (such representation
as it relates to any of the foregoing that is licensed by the Borrower and its
Subsidiaries is made to the best of their knowledge).

          SECTION 3.22  Plan of Reorganization and Confirmation Order.  The
Plan of Reorganization and the Confirmation Order shall, on the Effective Date
and at all times thereafter, be in full force and effect and has not been
appealed, reversed, modified, amended or stayed (or application therefor made),
except for modifications and amendments that are acceptable to the Required
Lenders or not otherwise adverse to their interests.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01  Effective Date.  The obligations of the Lenders to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02).  The Administrative
Agent shall receive a requested number of counterparts or copies, as the case
may be, of each of the closing items referred to in this Section.





                                       53
<PAGE>   59
          (a)    The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

          (b)    The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of each of (i) Jones, Day, Reavis & Pogue, New York
counsel for the Borrower, substantially in the form of Exhibit B-1, and (ii)
local counsel in each jurisdiction where Mortgaged Property or other Collateral
(subject to exceptions approved by the Administrative Agent) is located,
substantially in the form of Exhibit B-2, and, in the case of each such opinion
required by this paragraph, covering such other matters relating to the Loan
Parties, the Loan Documents or the Transactions as the Required Lenders shall
reasonably request.  The Borrower hereby requests such counsel to deliver such
opinions.

          (c)    The Administrative Agent shall have received (i) a certificate
of the Secretary or Assistant Secretary of the Borrower and each Subsidiary
Loan Party dated the Effective Date and certifying (A) that attached thereto is
a true and complete copy of the by-laws, operating agreement or partnership
agreement of such Loan Party as in effect on the Effective Date, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
board of directors (or equivalent governing body), members or partners of the
Borrower and each Subsidiary Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which such Person is a party and, in the
case of the Borrower, the borrowings hereunder, and that such resolutions have
not been modified, rescinded or amended and are in full force and effect, and
(C) as to the incumbency and specimen signature of each officer or partner of
the Borrower (or its general partner) and any Subsidiary Loan Party executing
any Loan Document on behalf of such Loan Party; (ii) a certificate of another
officer as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate pursuant to (i) above; and (iii)
such other documents as the Lenders or Stroock & Stroock & Lavan LLP, counsel
for the Administrative Agent, may reasonably request.

          (d)    The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by a Responsible Officer, confirming
compliance with the conditions set forth in paragraphs (a) and (b) of Section
4.02 and attaching true and correct copies of each Material Agreement.

          (e)    The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including fees, charges and disbursements of counsel) required to be
reimbursed or paid by any Loan Party hereunder or under any other Loan
Document.

          (f)    (i)      The Plan of Reorganization and Confirmation Order,
including all attachments and ancillary documents with respect thereto, shall
be satisfactory to the





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<PAGE>   60
Administrative Agent and the Lenders, shall be final and non-appealable and in
full force and effect, and there shall be no outstanding claims, challenges or
objections thereto which may have the effect of limiting, in any respect, the
consummation of the Transactions; (ii) the Administrative Agent and the Lenders
shall be satisfied as to all post-confirmation obligations arising in
connection with the Transactions; (iii) the "Effective Date" (as defined in the
Plan of Reorganization) shall have occurred or shall occur on the Effective
Date; and (iv) the Administrative Agent shall have received from the Borrower
conformed copies, certified and true and complete, of the Plan of
Reorganization and Confirmation Order, together with all the agreements
attached thereto.  Each of the agreements referred to in this paragraph shall
have been duly executed and delivered on behalf of each party thereto, shall
have been duly authorized thereby and shall constitute the legal, valid and
binding obligation of each such party, enforceable against each such party in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).

          (g)    The Administrative Agent shall have received a completed
Perfection Certificate dated the Effective Date and signed by an executive
officer or Financial Officer of the Borrower, together with all attachments
contemplated thereby, including the results of a search of the Uniform
Commercial Code (or equivalent) and intellectual property filings made with
respect to the Loan Parties in the jurisdictions contemplated by the Perfection
Certificate and copies of the financing statements (or similar documents)
disclosed by such search and evidence reasonably satisfactory to the
Administrative Agent that the Liens indicated by such financing statements (or
similar documents) are permitted by Section 6.02 or have been released.

          (h)    The Administrative Agent shall have received evidence that the
insurance required by Section 5.07 and the Security Documents is in effect.

          (i)    The Lenders shall have received, and shall be satisfied with
the result of, the Environmental Report, dated February 15, 1998, titled Purina
Mills, Inc. Environmental and Safety Report, prepared by Koch Operating Group
and Koch Industries, being an evaluation of the environmental and safety
conditions of the properties and operations of the Borrower.

          (j)    The Pledge Agreement shall have been duly executed by the
parties thereto, shall have been delivered to the Administrative Agent and
shall be in full force and effect, and all the outstanding (i) intercompany
Indebtedness owed to any Loan Party by the Borrower or any Subsidiary and (ii)
Equity Interests that are owned by the Borrower or any Subsidiary Loan Party
(in each case as of the Effective Date after giving effect to the Transactions)
(A) shall have been duly and validly pledged thereunder to the Administrative
Agent for the ratable benefit of the Secured Parties, and (B) certificates
representing such Equity Interests (subject to the qualifications contained in
clause (b) of the definition "Collateral and Guaranty Requirement" and, with
respect to each Foreign Subsidiary, that only 65% of the outstanding voting
Equity Interests is required to be so pledged) and promissory notes evidencing
such intercompany Indebtedness shall be in the actual possession of the
Administrative Agent, accompanied by stock powers or other instruments





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<PAGE>   61
of transfer, endorsed in blank, with respect to such certificates and such
promissory notes.

          (k)    The Security Agreement shall have been duly executed by the
parties thereto, shall have been delivered to the Administrative Agent and
shall be in full force and effect, and all documents and instruments, including
Uniform Commercial Code financing statements, required by law or reasonably
requested by the Administrative Agent to be filed, registered or recorded to
create or perfect the Liens intended to be created under the Security Agreement
shall have been delivered to the Administrative Agent.

          (l)    The Administrative Agent shall have received (i) counterparts
of a Mortgage with respect to each Mortgaged Property duly executed and
delivered by the record owner of such Mortgaged Property, (ii) a policy or
policies of title insurance issued by a nationally recognized title insurance
company insuring the Lien of each such Mortgage as a valid first Lien on the
Mortgaged Property described therein, free of any other Liens except as
expressly permitted by Section 6.02, together with such endorsements,
coinsurance and reinsurance as the Administrative Agent or the Required Lenders
may reasonably request, (iii) a certificate from a Responsible Officer
certifying to such Responsible Officer's knowledge (after due inquiry) that
attached thereto are true and correct copies of all building, construction,
environmental and other permits, licenses, consents, authorizations and other
approvals required or useful in connection with the current ownership,
operation, occupation, and use of the Mortgaged Property, together with
evidence in form and substance satisfactory to the Administrative Agent and
each Lender to the effect that such Mortgaged Property benefits from such
zoning classifications and entitlements as may be necessary or desirable for
its intended use and (iv) such surveys, abstracts, appraisals, legal opinions
and other documents as the Administrative Agent or the Required Lenders may
reasonably request with respect to any such Mortgage or Mortgaged Property;
provided that the materials and information provided pursuant to clauses (iii)
and (iv) shall only be in a level of detail that is necessary to comply with
the requirements of clause (d) of the definition of "Collateral and Guaranty
Requirement".  Subject to the qualification that the Borrower is only required
to exercise its reasonable best efforts to obtain the same, the Administrative
Agent shall have received Landlord Waivers with respect to the Real Property
Assets identified on Part C of Schedule 1.01 and Access Waivers with respect to
the Real Property Assets identified on Part D of Schedule 1.01.

          (m)    The Guaranty Agreement shall have been duly executed by the
parties thereto, shall have been delivered to the Administrative Agent and
shall be in full force and effect.

          (n)    All aspects of the Collateral and Guaranty Requirement not
otherwise specified in this Section shall have been satisfied in the sole
judgment of the Administrative Agent.

          (o)    The Indemnity, Subrogation and Contribution Agreement shall
have been duly executed by the parties thereto, shall have been delivered to
the Administrative Agent and shall be in full force and effect.

          (p)    The Intercreditor Agreement shall have been duly executed by
the parties





                                       56
<PAGE>   62
thereto, shall have been delivered to the Administrative Agent, and shall be in
full force and effect.

          (q)    (i) Neither the Borrower nor any Subsidiary shall have waived
any condition of the Plan of Reorganization without the consent of the
Administrative Agent, and (ii) the Administrative Agent and the Lenders shall
have received satisfactory evidence that the Transactions shall have been, or
substantially simultaneously with the initial funding of Loans on the Effective
Date shall be, consummated in accordance with Plan of Reorganization and the
Confirmation Order, including, without limitation, the statutory merger of the
Borrower with and into Holdings, and the taking of all requisite action to
change the name of the Borrower to that set forth herein.

          (r)    The Administrative Agent shall have received from the Borrower
(i) the financial statements referred to in Section 3.04 and (ii) a certificate
dated the Effective Date and duly executed by a Financial Officer certifying
that attached thereto is the annual budget (including a projected consolidated
balance sheet and related statements of projected operations and cash flow for
the period covered by such budget) of the Borrower for the Fiscal Year ending
December 31, 2000.

          (s)    There shall have been no material adverse change in the
business, assets, results of operations, properties, prospects, financial
condition or material agreements of the Borrower and the Subsidiary Loan
Parties, taken as a whole, since December 31, 1999 (after giving effect to the
proceedings relating to the Bankruptcy Cases).

          (t)    All Indebtedness and other amounts outstanding under the
Prepetition Credit Agreement and the DIP Credit Agreement shall have been paid
in full and each such agreement shall have been terminated in its entirety and
any obligation of the Lenders to extend credit under the DIP Credit Agreement
shall have been terminated as of the Effective Date.

          (u)    The letter agreement referred to in clause(c) of the
definition "Non-Core Asset Transactions" shall have been duly executed by the
parties thereto, shall have been delivered to the Administrative Agent and
shall be in full force and effect.

          (v)    The Cash Collateral Agreement shall have been duly executed by
the parties thereto, shall have been delivered to the Administrative Agent and
shall be in full force and effect.

          (w)    The letter agreement referred to in the parenthetical of
Section 6.05(c) shall have been duly executed by the parties thereto, shall
have been delivered to the Administrative Agent and shall be in full force and
effect.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or





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<PAGE>   63
waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time,
on July 7, 2000 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

          SECTION 4.02  Each Credit Event.  The obligation of each Lender to
make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the
following conditions:

          (a)    The representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable (except if any such representation or warranty
relates to an earlier date, in which case it shall be true and correct as of
such earlier date).

          (b)    At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter
of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                   ARTICLE V

                             Affirmative Covenants

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

          SECTION 5.01  Financial Statements and Other Information.  The
Borrower will furnish to the Administrative Agent and each Lender:

          (a)    within 90 days after the end of each Fiscal Year of the
Borrower, its audited consolidated and unaudited consolidating balance sheet
and related statements of operations, stockholders' equity and cash flows as of
the end of and for such year, setting forth in each case in comparative form
the figures for the previous Fiscal Year, all reported on by KPMG Peat Marwick
LLP or other independent public accountants of recognized national standing
(without a "going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

          (b)    within 45 days after the end of each of the first three Fiscal
Quarters of the





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<PAGE>   64
Borrower, its quarterly and current reports on Forms 10-Q and 8-K (or other
forms required from time to time by the Securities and Exchange Commission), to
the same extent, in the same form and at the same time as if the Borrower was
subject to Sections 13 or 15(d) of the Exchange Act of 1934, as amended, all
such financial statements certified by one of its Financial Officers as
presenting in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;

          (c)    within 30 days after the end of each Fiscal Month of the
Borrower, its consolidated balance sheet and related statements of operations
and cash flows as of the end of and for such Fiscal Month and the then elapsed
portion of the Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of ) the previous Fiscal Year and for the
statement of operations with respect to the budget for the current Fiscal Year,
all certified by one of its Financial Officers as presenting in all material
respects the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

          (d)    concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as
to whether any Default or Event of Default has occurred and, if any Default or
Event of Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (ii) setting forth
reasonably detailed calculations demonstrating compliance with Sections 6.12,
6.13, and 6.14, (iii) certifying as to the (x) identity of each Subsidiary Loan
Party, Foreign Subsidiary, Unrestricted Subsidiary and other Subsidiary
referred to in the proviso of the definition "Subsidiary Loan Party" and (y)
the aggregate investments in each such Subsidiary, (iv) setting forth in
reasonable detail the amounts outstanding pursuant to the baskets set forth in
Sections 6.01(a)(ii) (pursuant to any extension, renewal or replacement),
6.01(a)(v), 6.01(a)(vi), 6.02(v), 6.04(b) (pursuant to any extension, renewal
or replacement), 6.04(j), 6.04(m)(i), (ii) and (iii), 6.05(c) and 6.15 and (v)
providing a reasonably detailed analysis (A) of any material variation between
the budget as provided in clause (f) below for the relevant Fiscal Year and
actual performance for such Fiscal Year and (B) with respect to any business
plan covering a particular period of time that is reported on two or more times
as provided in clause (i) below, any material changes in such business plan
covering the relevant periods as so reported;

          (e)    concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default or Event of
Default (which certificate may be limited to the extent required by accounting
rules or guidelines);

          (f)    on or before January 31st of each Fiscal Year, a budget
substantially in the form delivered pursuant to Section 4.01(r) with respect to
each such Fiscal Year;





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<PAGE>   65
          (g)    promptly after the same become publicly available, copies of
all periodic and other reports, proxy statements and other materials filed by
the Borrower or any Subsidiary with the Securities and Exchange Commission, or
any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, as the case may be;

          (h)    on or before (i) September 30, 2000 and (ii) January 31st of
each Fiscal Year (beginning January 31, 2002), a copy of projections for the
immediately following (x) three year and three month period and (y) three year
period or, if shorter, the period through December 31, 2004, respectively, as
to the performance of the Borrower and its Subsidiaries, the first year of each
such projections to be prepared on a quarterly basis and all subsequent years
of each such projections to be prepared on an annual basis, together with a
certificate of a Financial Officer to the effect that such projections have
been prepared using assumptions believed in good faith by the management of the
Borrower to be reasonable as of the date of such certificate;

          (i)    on or before (i) September 30, 2000 or (ii) January 31st of
each Fiscal Year (beginning January 31, 2002), a copy of the business plan for
the immediately following (x) three year and three month period and (y) three
year period or, if shorter, the period through December 31, 2004, respectively,
of the Borrower and its Subsidiaries, together with a certificate of a
Financial Officer to the effect that such business plan has been prepared using
assumptions believed in good faith by the management of the Borrower to be
reasonable as of the date of such certificate;

          (j)    within five Business Days after the same are sent, a copy of
any financial statement, report or notice which the Borrower or any Subsidiary
sends to any Person under or pursuant to or in connection with any Material
Agreement, in each case if such statement, report or notice relates to an event
that has resulted or could reasonably be expected to result in any Default or
Event of Default or a Material Adverse Effect; and, within five Business Days
after the same are received by the Borrower or any Subsidiary, copies of all
notices sent to any such Person under or pursuant to or in connection with any
such agreement or instrument which notice relates to an event that has resulted
or could reasonably be expected to result in any Default, or Event of Default
or a Material Adverse Effect;

          (k)    not less frequently than annually a reasonably detailed notice
from a Financial Officer regarding all material developments with respect to
the Borrower's efforts to obtain Landlord Waivers and Access Waivers with
respect to the Real Property Assets identified on Part C and Part D of Schedule
1.01; and

          (l)    promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of any Loan
Document, as the Administrative Agent or any Lender may reasonably request.

          SECTION 5.02  Notices of Material Events.  The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
following:





                                       60
<PAGE>   66
          (a)    the occurrence of any Default or Event of Default;

          (b)    the filing or commencement of any action, suit or proceeding
by or before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect or any Default or
Event of Default;

          (c)    the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $250,000; and

          (d)    any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

          SECTION 5.03  Information Regarding Collateral.  (a) The Borrower
will furnish to the Administrative Agent prompt written notice of any change
(i) in any Loan Party's corporate name or in any trade name used to identify it
in the conduct of its business or in the ownership of its properties, (ii) in
the location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by
it is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure or (iv) in any Loan
Party's Federal Taxpayer Identification Number.  The Borrower agrees not to
effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral.  The Borrower also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.

          (b)    Each year, at the time of delivery of annual financial
statements with respect to the preceding Fiscal Year pursuant to clause (a) of
Section 5.01, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer and the chief legal officer of the Borrower
(i) setting forth the information required pursuant to Section 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this Section and (ii) certifying that all Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under





                                       61
<PAGE>   67
the Security Agreement for a period of not less than 18 months after the date
of such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

          SECTION 5.04  Existence; Conduct of Business.  The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

          SECTION 5.05  Payment of Obligations.  The Borrower will, and will
cause each of its Subsidiaries to, pay its Indebtedness and other obligations,
including Tax liabilities, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance
with GAAP, (c) such contest effectively suspends collection of the contested
obligation and the enforcement of any Lien securing such obligation and (d) the
failure to make payment pending such contest could not reasonably be expected
to result in a Material Adverse Effect.

          SECTION 5.06  Maintenance of Properties.  The Borrower will, and will
cause each of its Subsidiaries to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted.

          SECTION 5.07  Insurance.  The Borrower will, and will cause each of
its Subsidiaries to, maintain, with financially sound and reputable insurance
companies (a) insurance in such amounts (with no greater risk retention) and
against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations and (b) all insurance required to be maintained pursuant to
the Security Documents.  The Administrative Agent shall be named as loss payee
and an additional insured in respect of the Collateral under a "standard" or
"New York" loss payee clause for the benefit of the Administrative Agent and
the Lenders and all liability insurance policies shall name the Administrative
Agent as an additional insured for the benefit of the Administrative Agent and
the Lenders.  The Borrower will furnish to the Lenders, upon request of the
Administrative Agent, information in reasonable detail as to the insurance so
maintained.

          SECTION 5.08  Casualty and Condemnation.  The Borrower will furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any portion of any Collateral or the
commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding.  All proceeds of any of the foregoing shall
be promptly paid to the Administrative Agent and applied to repay the Loans and
cash collateralize the LC Exposure as provided for in Section 2.10 and Section
2.04(j), respectively.





                                       62
<PAGE>   68
          SECTION 5.09  Books and Records; Inspection and Audit Rights.  (a)
The Borrower will, and will cause each of its Subsidiaries to, keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities.  The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested; provided that unless a
Default or Event of Default has occurred and is continuing, the Borrower shall
not be required to reimburse the Administrative Agent and Lenders for their
costs of more than four such visits during any calendar year.

          (b)    The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent (including
any consultants, accountants, lawyers and appraisers retained by the
Administrative Agent) to conduct evaluations and appraisals of the Collateral,
at reasonable times and as often as reasonably requested.  The Borrower shall
pay the reasonable fees and expenses of any representatives retained by the
Administrative Agent to conduct any such evaluation or appraisal; provided that
the Borrower shall not be required to pay such fees and expenses for more than
one such evaluation or appraisal during any calendar year unless any Default or
an Event of Default has occurred and is continuing whereupon the Borrower shall
be obligated to pay such fees and expenses for all such evaluations and
appraisals.

          SECTION 5.10  Compliance with Laws.  The Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.11  Use of Proceeds and Letters of Credit.  The proceeds of
the Loans and Letter of Credit shall only be used as provided in Section 3.18.
No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations T, U and X.

          SECTION 5.12  Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Effective Date, the Borrower will notify the
Administrative Agent and the Lenders whether such Subsidiary is a Subsidiary
Loan Party and (a) if such Subsidiary is a Subsidiary Loan Party, the Borrower
will cause such Subsidiary to become a party to the Pledge Agreement, the
Security Agreement, the Guaranty Agreement, a Mortgage (if such Subsidiary owns
or leases real property) and the Indemnity, Subrogation and Contribution
Agreement, in each case as required by the Collateral and Guaranty Requirement,
within 10 Business Days after such Subsidiary is formed or acquired and
promptly take such actions to create and perfect Liens on all of such
Subsidiary's assets to secure the Obligations contemplated by the Collateral
and Guaranty Requirement  and (b) if any shares of capital stock or
Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party,
the Borrower will cause such shares and promissory notes evidencing such
Indebtedness to be pledged pursuant to the Pledge Agreement within three
Business Days after such Subsidiary





                                       63
<PAGE>   69
is formed or acquired (except that with respect to each Foreign Subsidiary,
only 65% of the outstanding voting Equity Interests is required to be so
pledged).

          SECTION 5.13  Further Assurances.  (a) The Borrower will, and will
cause each Subsidiary Loan Party to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents), which may be required
under any applicable law, or which the Administrative Agent or the Required
Lenders may reasonably request, to cause the Collateral and Guaranty
Requirement to be and remain satisfied, all at the expense of the Loan Parties.
The Borrower also agrees to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be
created by the Security Documents.

          (b)    If any  Property (including any Real Property Asset or
improvements thereto or any interest therein) is acquired or leased by the
Borrower or any Subsidiary Loan Party after the Effective Date (including any
Property acquired from the Net Proceeds of any Asset Disposition or Recovery
Event), the Borrower will notify the Administrative Agent and the Lenders
thereof (except, in the case of personal Property, such notice shall not be
required if the Administrative Agent has a valid first-priority perfected
security interest in such Property by virtue of any actions previously taken by
or on behalf of the Administrative Agent), and, if requested by the
Administrative Agent or the Required Lenders, the Borrower will cause such
Property to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary
or reasonably requested by the Administrative Agent to grant and perfect such
Liens, including the actions described in paragraph (a) of this Section and
obtaining (i) Landlord Waivers with respect to Real Property Assets that are
leased by any Loan Party and that have personal Property located thereon with
an aggregate net book value of $500,000 or more and (ii) Access Waivers as
provided in clause (e) of the definition "Collateral and Guaranty Requirement".

          SECTION 5.14  Interest Rate Protection.  As promptly as practicable,
and in any event within 90 days after the Effective Date, the Borrower will
enter into, and thereafter for a period of not less than two years will
maintain in effect, one or more interest rate protection agreements on such
terms and with such parties as shall be reasonably satisfactory to the
Administrative Agent, the effect of which shall be to fix or limit the interest
cost to the Borrower with respect to at least 50% of the outstanding principal
amount of the Term Loans.

          SECTION 5.15  Non-Consolidation of Unrestricted Subsidiaries.  The
Borrower will, and shall cause each Subsidiary Loan Party to, be operated at
all times in such a manner that its assets and liabilities shall not be
substantively consolidated with those of any Unrestricted Subsidiary in the
event of the bankruptcy, insolvency or similar proceeding relating to any such
Unrestricted Subsidiary or its Properties.  In this regard, the Borrower shall,
and shall cause each Subsidiary Loan Party to:





                                       64
<PAGE>   70
                 (a)      not (i) consolidate or merge with or into any
Unrestricted Subsidiary or (ii) sell, lease or otherwise transfer, directly or
indirectly, any Property to any Unrestricted Subsidiary, except as permitted by
Sections 6.04;

                 (b)      maintain corporate records and books of account
separate from each Unrestricted Subsidiary;

                 (c)      maintain its Property separately from the Property of
any Unrestricted Subsidiary (including through maintenance of separate bank
accounts);

                 (d)      not enter into any Guaranty Obligations with respect
to Indebtedness of any Unrestricted Subsidiary, or advance funds (other than as
contemplated by the definition of "Unrestricted Subsidiary" or pursuant to
Section 6.04) for the payment of expenses or otherwise, to any Unrestricted
Subsidiary;

                 (e)      conduct all of its business correspondence and other
communications in its own name and on its own stationery;

                 (f)      maintain separate financial statements;

                 (g)      maintain a board of directors that is separate from
(but may contain one or more of the same members as) the board of directors of
the Unrestricted Subsidiaries;

                 (h)      maintain the requisite legal formalities in order
that the Borrower and each Subsidiary Loan Party may each be treated as a
legally separate entity from each Unrestricted Subsidiary; and

                 (i)      cause each Unrestricted Subsidiary, at the time of
its creation or acquisition, to be adequately capitalized.

          SECTION 5.16  Environmental Reports.  If (a) any Default or Event of
Default has occurred and is continuing or (b) there has occurred, or the
Administrative Agent reasonably believes that there may occur, an Environmental
Liability of $1,000,000 or more (exclusive of ordinary environmental compliance
expenses), the Agent may in its sole discretion conduct (or direct the Borrower
to conduct), at the sole cost and expense of the Borrower, such Phase I, Phase
II or other environmental assessment reports or studies that are requested by
the Agent in the exercise of its reasonable discretion (it being agreed that if
an environmental report has been initiated as a result of the occurrence of any
Default or Event of Default, such report may be completed even if the relevant
Default or Event of Default is cured or waived).

          SECTION 5.17  Post-Closing Items.  The Borrower shall have satisfied,
on terms reasonably acceptable to the Administrative Agent, not later than 90
days following the Effective Date the Collateral and Guaranty Requirement as it
relates to the Mortgaged Property identified on Part B of Schedule 1.01.





                                       65
<PAGE>   71
                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:

          SECTION 6.01  Indebtedness; Certain Equity Securities.  (a) The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

          (i)    Indebtedness created under the Loan Documents;

          (ii)   Indebtedness existing on the date hereof and set forth in
Schedule 6.01, together with any extensions, renewals or replacements of any
such Indebtedness to the extent that (A) the aggregate principal amount of such
Indebtedness is not at any time increased and neither the maturity nor the
average life of such Indebtedness is shortened and (B) if the Indebtedness
being refinanced is subordinated to the Obligations, the refinancing
Indebtedness shall be subordinated at least to the same extent;

          (iii)  Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other  Subsidiary; provided that Indebtedness
of any Subsidiary that is not a Loan Party which is owing to the Borrower or
any Subsidiary Loan Party shall be subject to Section 6.04;

          (iv)   Guaranties by the Borrower of Indebtedness of any Subsidiary
Loan Party permitted pursuant to clause (v) or (vi) and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary Loan Party;

          (v)    Indebtedness of the Borrower or any Subsidiary incurred to
finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased
weighted average life thereof; provided that (A) such Indebtedness is incurred
prior to or within 90 days after such acquisition or the completion of such
construction or improvement, (B) the aggregate principal amount of Indebtedness
permitted by this clause (v) shall not exceed $7,500,000 at any time
outstanding and (C) no such Indebtedness shall be incurred if any Default or
Event of Default has occurred or is continuing or would result therefrom;

          (vi)   Indebtedness of the Borrower or any of its Subsidiaries
incurred to finance the premiums for insurance policies in an aggregate
principal amount not to exceed $1,000,000





                                       66
<PAGE>   72
at any time outstanding;

          (vii)  Indebtedness arising under Hedging Agreements that are entered
into in accordance with Section 6.07; and

          (viii)  except as provided Schedule 6.04(b), Indebtedness of any
Unrestricted Subsidiary if neither the Borrower nor any Subsidiary Loan Party
is liable, either directly or indirectly or whether pursuant to any agreement,
undertaking, law or otherwise, in respect of all or any part thereof.

          (b)    The Borrower will not, nor will it permit any Subsidiary to,
issue any preferred Equity Interests, except for preferred stock and preferred
Equity Interests in which there is no mandatory requirement, either directly or
indirectly and whether pursuant to any agreement, undertaking, law or
otherwise, for the making of any sinking fund, distribution, dividend or other
payment with respect thereto.

          SECTION 6.02  Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

          (i)    Liens created under the Loan Documents;

          (ii)   Permitted Encumbrances;

          (iii)  any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that (A) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (B) such Lien shall secure only those
obligations which it secures on the date hereof;

          (iv)   Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary Loan Party; provided that (A) such
security interests secure Indebtedness permitted by clause (v) of Section
6.01(a), (B) such security interests and the Indebtedness secured thereby are
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement, (C) the Indebtedness secured thereby does not
exceed 100% of the cost of acquiring, constructing or improving such fixed or
capital assets and (D) such security interests shall not apply to any other
property or assets of the Borrower or any Subsidiary;

          (v)    deposits for the benefit of trade vendors to secure the
payment of the purchase price of inventory of the Borrower or any Subsidiary in
an amount not to exceed $5,000,000 in the aggregate at any time;

          (vii)  with respect to any Real Property Assets the subject of a
Mortgage, any Liens permitted by such Mortgages; and

          (viii) Liens on Property of Unrestricted Subsidiaries in order to
secure Indebtedness





                                       67
<PAGE>   73
permitted by clause (viii) of Section 6.01(a).

          SECTION 6.03  Fundamental Changes.  (a) The Borrower will not, nor
will it permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default or Event of Default shall have occurred
and be continuing (i) any Subsidiary Loan Party may merge into the Borrower in
a transaction in which the Borrower is the surviving corporation; (ii) any
Subsidiary Loan Party may merge into  any Subsidiary Loan Party in a
transaction in which the surviving entity is a Subsidiary Loan Party; (iii) any
Unrestricted Subsidiary may (A) merge into or with or consolidate with any
other Unrestricted Subsidiary or (B) liquidate or dissolve; and (iv) any
Subsidiary (other than Unrestricted Subsidiaries) may liquidate or dissolve if
the Borrower determines in good faith that such liquidation or dissolution is
in the best interests of the Borrower and is not materially disadvantageous to
the Lenders; provided, however, that all Net Proceeds from any such liquidation
or dissolution of any such Subsidiary (other than Unrestricted Subsidiaries)
that are received or receivable by the Borrower or any Subsidiary Loan Party
are applied in accordance with Section 2.10; provided, further, that any such
merger of a Subsidiary Loan Party involving a Person that is not a Wholly-Owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

          (b)    The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

          SECTION 6.04  Investments, Loans, Advances, Guaranties and
Acquisitions.  The Borrower will not, and will not permit any Subsidiary Loan
Party to, purchase, hold or acquire (including pursuant to any merger with any
Person that was not a Wholly-Owned Subsidiary prior to such merger) any Equity
Interests in or evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans, deposits or advances to or letters of credit issued
on behalf of, Guaranty Obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any
other Person constituting a business unit, except:

          (a)    Permitted Investments;

          (b)    investments, loans and advances existing on the date hereof in
the form of, and in the amounts in, those Persons set forth on Schedule 6.04(b)
hereto, together with (i) any extensions, renewals, replacements or
refinancings of those items referred to in Part A thereof in an amount not
exceeding 100% of the principal amount thereof and (ii) any extension, renewal,
replacement or refinancing of those items referred to in Part B thereof,
provided that the foregoing shall (x) only be reinvested in the same or similar
business that the Borrower was engaged on the Effective Date and (y) not exceed
50% of each amount set forth on such Part B with respect to the relevant
investment, loan or advance (provided,





                                       68
<PAGE>   74
further, that if any such item is not Disposed or repaid in an arms-length
transaction with another Person no part of such item may be reinvested as
provided above);

          (c)    investments by the Borrower and the Subsidiary Loan Parties in
Equity Interests in other Subsidiary Loan Parties; provided that any such
Equity Interests held by a Loan Party shall be duly pledged to the
Administrative Agent pursuant to the Pledge Agreement (subject to the
limitations applicable to Equity Interests of a Foreign Subsidiary referred to
in Section 5.12);

          (d)    loans or advances made by the Borrower to any Subsidiary Loan
Party and made by any Subsidiary Loan Party to the Borrower or any other
Subsidiary Loan Party; provided that any such loans and advances made by a Loan
Party shall be evidenced by a promissory note pledged to the Administrative
Agent pursuant to the Pledge Agreement;

          (e)    Guaranty Obligations of Indebtedness permitted by Section
6.01;

          (f)    investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

          (g) extensions of trade credit in the ordinary course of business of
the Borrower and consistent in all respects with the past practices of the
Borrower;

          (h)    Loans and advances to officers, directors or employees of the
Borrower or any Subsidiary Loan Party in the ordinary course of business for
travel, entertainment and relocation expenses in an amount not to exceed
$500,000 in the aggregate at any time, with respect to travel and entertainment
expenses, and $2,500,000 in the aggregate at any time, with respect to
relocation expenses;

          (i)    deposits in connection with real estate leases in the ordinary
course of business of the Borrower, not to exceed $500,000 in the aggregate at
any time;

          (j)    deposits for the benefit of trade vendors to secure the
payment of the purchase price of inventory of the Borrower and the Subsidiary
Loan Parties not to exceed $5,000,000 in the aggregate at any time;

          (k)    operating and deposit accounts that are maintained in the
ordinary course of business of the Borrower and the Subsidiary Loan Parties;
and

          (l)    investments, loans or advances in Unrestricted Subsidiaries
that are funded in accordance with the requirements of clause (iii)(A), (B) or
(C) of the definition of "Unrestricted Subsidiaries"; and

          (m)    other investments, loans or advances by the Borrower and the
Subsidiary Loan Parties (including, without limitation, in Unrestricted
Subsidiaries as provided in clause (iii)(D) of the definition of "Unrestricted
Subsidiaries") not to exceed $22,500,000 in the aggregate at any time; provided
that





                                       69
<PAGE>   75
                 (i) investments, loans or advances consisting of Sales
          Enhancement Loans and Sales Enhancement Guaranties shall (A) not
          exceed in the aggregate at any time $5,000,000 plus any of the
          foregoing with respect to Sales Enhancement Loans and Sales
          Enhancement Guaranties that are identified on Schedule 6.04(b) and
          (B) subject to clause (c) of the definition of "Collateral and
          Guaranty Requirement", be subject to a first priority security
          interest in favor of the Collateral Agent.

                 (ii) investments, loans and advances in America's Country
          Stores or developing business of the type to be engaged in by
          America's Country Stores not to exceed in the aggregate at any time
          $5,000,000 plus any of the foregoing with respect to America's
          Country Stores that is identified on Schedule 6.04(b); and

                 (iii) investments, loans and advances in any single Person or
          Persons engaging in related activities not to exceed in the aggregate
          at any time $5,000,000 plus any of the foregoing with respect to any
          such Person that is identified on Schedule 6.04(b), provided,
          however, with respect to one Person or Persons engaging in related
          activities the foregoing may be in an aggregate amount not to exceed
          $10,000,000.

          SECTION 6.05  Asset Sales.  The Borrower will not, and will not
permit any of its Subsidiaries to, Dispose of any Property, including any
Equity Interest owned by them, nor will the Borrower permit any of it
Subsidiaries to issue any additional Equity Interest in any such Subsidiary,
except:

          (a)    Dispositions by Loan Parties of inventory, used or surplus
equipment, Property no longer necessary or useful in the conduct of their
business and Permitted Investments, in each case in the ordinary course of
their business;

          (b)    Dispositions to the Borrower or a Subsidiary Loan Party;

          (c)    Dispositions by Loan Parties of Property (other than Equity
Interests in a Subsidiary) that are not permitted by clauses (a) or (b) of this
Section; provided that the aggregate fair market value of all Property Disposed
of in reliance upon this clause (c) (other than pursuant to a letter agreement
between the Borrower and the Administrative Agent delivered pursuant to Section
4.01(w)) shall not exceed $10,000,000 during any Fiscal Year of the Borrower
and the Net Proceeds thereunder are applied in accordance with Section 2.10.;
and

          (d)    Dispositions of Property by any Unrestricted Subsidiary to any
Person; provided that the Net Proceeds thereunder that are payable to any Loan
Party are applied in accordance with Section 2.10;

provided that all Dispositions permitted hereby (other than those permitted by
clause (d) above) shall be made for fair value and solely for cash
consideration.

          SECTION 6.06  Sale and Leaseback Transactions.  The Borrower will
not, and will not permit any Subsidiary Loan Party to, enter into any
arrangement, directly or indirectly,





                                       70
<PAGE>   76
whereby it shall sell or transfer any Property used or useful in its business,
whether now owned or hereinafter acquired, and thereafter rent or lease such
Property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred.

          SECTION 6.07  Hedging Agreements.  The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any Hedging Agreement, other
than (a) Hedging Agreements required by Section 5.14 and (b) Hedging Agreements
entered into in the ordinary course of business to hedge or mitigate risks to
which the Borrower or any Subsidiary is exposed in the conduct of its business
or the management of its liabilities.

          SECTION 6.08  Restricted Payments; Certain Payments of Indebtedness.
(a) The Borrower will not, nor will it permit any Subsidiary to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except Subsidiaries
may declare and pay dividends in favor of the Borrower.

          (b)    The Borrower will not, nor will it permit any Subsidiary to,
make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect
of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness,
except:

          (i)    payment of Indebtedness created under the Loan Documents;

          (ii)   payment of regularly scheduled interest and principal payments
as and when due in respect of any Indebtedness permitted by Section 6.01;

          (iii)  payment of secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such
Indebtedness as permitted herein;

          (iv)   any Unrestricted Subsidiary may declare and pay dividends to
holders of its Equity Interests, provided that (x) such dividends are paid pro
rata to all such holders of its Equity Interests and (y) the Net Proceeds
therefrom that are payable to any Loan Party are applied in accordance with
Section 2.10; and

          (v)    distributions of common stock of the Borrower pursuant to the
Permitted Dealer/Employer Stock Program or as contemplated by Section
2.10(c)(X).

          SECTION 6.09  Transactions with Affiliates.  The Borrower will not,
nor will it permit any  of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with,
any of its Affiliates, except (a) transactions in the ordinary course of
business and are at prices and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (b) transactions between or among the Borrower
and the Subsidiary Loan Parties not involving any other Affiliate, (c) any
Restricted Payment permitted by Section





                                       71
<PAGE>   77
6.08 and (d) transactions between or among Unrestricted Subsidiaries only.

          SECTION 6.10  Restrictive Agreements.  Except for the requirements of
this Agreement and the other Loan Documents, the Borrower will not, nor will it
permit any  Subsidiary Loan Party to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Borrower or any Subsidiary
Loan Party to create, incur or permit to exist any Lien upon any of its
property or assets or (b) the ability of any Subsidiary Loan Party to pay
dividends or other distributions with respect to any shares of its capital
stock or to make or repay loans or advances to the Borrower or any other
Subsidiary Loan Party or to Guaranty Indebtedness of the Borrower or any other
Subsidiary Loan Party.

          SECTION 6.11  Amendment of Material Documents.  The Borrower will
not, nor will it permit any Subsidiary to, amend, modify or waive any of its
rights under (a) its certificate of incorporation, by-laws or other
organizational documents or (c) any Material Agreement, in each case in any
manner that could reasonably be expected to adversely effect in any material
respect the interests of the Administrative Agent or the Lenders pursuant to
this Agreement or the other Loan Documents.

          SECTION 6.12 Consolidated Interest Coverage Ratio.  The Borrower will
not permit its Consolidated Interest Coverage Ratio at the end of each
Measurement Period ending on the dates set forth below to be less than the
ratio set forth opposite such date:

<TABLE>
<CAPTION>
                 MEASUREMENT PERIOD                                 CONSOLIDATED INTEREST
                     ENDING                                             COVERAGE RATIO
                 ------------------                                 ---------------------
                 <S>                                                     <C>
                 September 30, 2000                                      1.75 to 1
                 December 31, 2000                                       1.75 to 1
                 March 31, 2001                                          2.00 to 1
                 June 30, 2001                                           2.00 to 1
                 September 30, 2001                                      2.00 to 1
                 December 31, 2001                                       2.00 to 1
                 March 31, 2002                                          2.00 to 1
                 June 30, 2002                                           2.25 to 1
                 September 30, 2002                                      2.25 to 1
                 December 31, 2002                                       2.25 to 1
                 March 31, 2003                                          2.25 to 1
                 June 30, 2003                                           2.50 to 1
                 September 30, 2003                                      2.50 to 1
</TABLE>


          SECTION 6.13 Consolidated Fixed Charge Coverage Ratio.  The Borrower
will not permit its Consolidated Fixed Charge Coverage Ratio at the end of each
Measurement Period ending on the dates set forth below to be less than the
ratio set forth opposite such date:





                                       72
<PAGE>   78
<TABLE>
<CAPTION>
                 MEASUREMENT PERIOD                                 CONSOLIDATED FIXED CHARGE
                      ENDING                                             COVERAGE RATIO
                 ------------------                                 -------------------------
                 <S>                                                       <C>
                 September 30, 2000                                        0.75 to 1
                 December 31, 2000                                         0.75 to 1
                 March 31, 2001                                            0.75 to 1
                 June 30, 2001                                             0.75 to 1
                 September 30, 2001                                        0.80 to 1
                 December 31, 2001                                         0.80 to 1
                 March 31, 2002                                            0.85 to 1
                 June 30, 2002                                             0.85 to 1
                 September 30, 2002                                        0.85 to 1
</TABLE>

          SECTION 6.14  Consolidated Funded Debt Ratio.  The Borrower will not
permit its Consolidated Funded Debt Ratio at the end of each Measurement Period
ending on the dates set forth below to be greater than the ratio set forth
opposite such date:

<TABLE>
<CAPTION>
                 MEASUREMENT PERIOD                                 CONSOLIDATED FUNDED
                       ENDING                                             DEBT RATIO
                 ------------------                                 -------------------
                 <S>                                                     <C>
                 September 30, 2000                                      5.00 to 1
                 December 31, 2000                                       5.00 to I
                 March 31, 2001                                          5.00 to 1
                 June 30, 2001                                           5.00 to 1
                 September 30, 2001                                      4.75 to 1
                 December 31, 2001                                       4.75 to 1
                 March 31, 2002                                          4.25 to 1
                 June 30, 2002                                           4.25 to 1
                 September 30, 2002                                      4.25 to 1
                 December 31, 2002                                       4.00 to 1
                 March 31, 2003                                          3.75 to 1
                 June 30, 2003                                           3.75 to 1
                 September 30, 2003                                      3.75 to 1
</TABLE>


          SECTION 6.15  Consolidated Capital Expenditures .  The Borrower will
not, and will not permit any of its Subsidiaries (other than Unrestricted
Subsidiaries) to, make or commit to make Consolidated Capital Expenditures in
excess of $30,000,000 in any Fiscal Year; provided that no such Consolidated
Capital Expenditures shall be made or permitted if any Default or Event of
Default shall have occurred and be continuing or would result therefrom.

          SECTION 6.16 Reverse Designation of Unrestricted Subsidiaries. The
Borrower will not, nor it will permit any of its Subsidiaries to, designate
(which designation shall be approved by the Board of Directors of the Borrower)
an Unrestricted Subsidiary as a





                                       73
<PAGE>   79
Subsidiary Loan Party unless (a) Section 5.12 is complied; (b) no Default or
Event of Default shall have occurred and be continuing or would result
therefrom; (c)  all transactions related thereto shall be consummated in
accordance with applicable laws; (d) the Borrower shall be in Pro Forma
Compliance; and (e) the Administrative Agent has consented to such reverse
designation.  Notice of any such reverse designation by the Borrower shall be
delivered by the Borrower to the Administrative Agent together with a copy of
the resolutions of the Board of Directors of the Borrower approving such
reverse designation and a certificate of a Responsible Officer certifying that
such reverse designation complies without he requirements of this Section 6.16.
Such reverse designation shall become effective upon receipt by the
Administrative Agent of the foregoing.  Any reverse designation that fails to
comply with the terms of this Section 6.16 shall be null and void and of no
effect whatsoever.

                                  ARTICLE VII

                               Events of Default

          If any of the following events ("Events of Default") shall occur:

          (a)    the Borrower shall fail to pay any (i) principal on any Loan
(ii) interest on any Loan, (iii) reimbursement obligation in respect of any LC
Disbursement, (iv) fee or (v) other amount that is payable under this Agreement
or any other Loan Document, in each case when and as the same shall become due
and payable, whether at the due date thereof, at a date fixed for prepayment
thereof, as a result of the occurrence of any Event of Default or otherwise;
provided, that no Event of Default shall occur (A) pursuant to clauses (i) or
(ii) with respect to any Term Loan as a result of the operation of Section 2.18
or (B) pursuant to clause (ii) until one Business Day following the occurrence
thereof (subject to the preceding clause (A)), or (C) pursuant to clause (iv)
or (v) until three Business Days following the occurrence thereof;

          (b)    any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries in or in connection with any
Loan Document or any amendment or modification thereof or waiver thereunder, or
in any report, certificate, financial statement or other document furnished
pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect
when made or deemed made;

          (c)    the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.04 (with respect to the
existence of the Borrower), 5.11, 5.17 or in Article VI;

          (d)    any Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in any Loan Document (other than those
specified in clause (a), (b) or (c) of this Article), and such failure shall
continue unremedied for a period of 20 days;

          (e)    the Borrower or any Subsidiary shall fail to make any payment
(whether of





                                       74
<PAGE>   80
principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable;

          (f)    any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its
or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity; provided that this clause (f) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness;

          (g)    an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or of a substantial
part of its assets, under any  Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered;

          (h)    the Borrower or any Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or
other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (g) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

          (i)    the Borrower or any Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due;

          (j)    one or more judgments for the payment of money (net of any
insurance or indemnity payments actually received in respect thereof) in an
aggregate amount in excess of $2,000,000 shall be rendered against the
Borrower, any Subsidiary Loan Party or any combination thereof and the same
shall remain undischarged for a period of 10 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower or any
Subsidiary to enforce any such judgment;

          (k)    an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect
or result in liability of the





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<PAGE>   81
Borrower and its Subsidiaries in an aggregate amount exceeding (i) $750,000 in
any year or (ii) $2,000,000 for all periods;

          (l)    any Lien purported to be created under any Security Document
shall cease to be, or shall be asserted by any Subsidiary not to be, a valid
and perfected Lien on any Collateral, with the priority required by the
applicable Security Document, except (i) as a result of the sale or other
disposition of the applicable Collateral in a transaction permitted under the
Loan Documents or (ii) as a result of the Administrative Agent's failure to
maintain possession of any stock certificates, promissory notes or other
instruments delivered to it under the Pledge Agreement;

          (m)    a Change in Control shall occur; or

          (n)    the Intercreditor Agreement, including the subordination
provisions contained therein, shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of the parties sought to be charged,
or shall fail to be enforceable by the Administrative Agent or any applicable
Lender purported to be benefited thereby; or (i) the Borrower, any of its
Subsidiaries or any of their Affiliates, (ii) any Lender or any of its
Affiliates or (iii) any other Person shall, directly or indirectly, disavow or
contest in any respect (x) the effectiveness, validity, binding nature and
enforceability (including with respect to the subordination provisions
contained therein) of the Intercreditor Agreement or (y) that any of the terms
contained in the Intercreditor Agreement exist for the benefit of the
Administrative Agent and the other Lenders, to the extent entitled to enforce
such terms; provided, that an Event of Default shall not occur with respect to
any contest referred to in clause (iii) if the Borrower, within 90 days after
the initiation of any such contest, has the same dismissed (whether pursuant to
a court order, agreement or otherwise) on terms satisfactory to the
Administrative Agent and the Required Revolving Lenders;

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders (with respect to all other events described
above, other than those events described in clause (n)) or the Required
Revolving Lenders (with respect to the events described in clause (n) above)
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times:  (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to
be due and payable), and thereupon the principal of the Loans so declared to be
due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become  due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (g) or (h) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall





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<PAGE>   82
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower. All
actions taken pursuant to this Article VII, including application of the
proceeds from the liquidation of the Collateral shall be taken in accordance
with the terms of the Intercreditor Agreement.

                                  ARTICLE VIII

                            The Administrative Agent

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent
to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with
such actions and powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated by the Loan
Documents that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by
it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02 or as provided in Article VII) or in
the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall not be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or
in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity,





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<PAGE>   83
enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.

          The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor the
Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the
Borrower.  Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor.  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank.  Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder.  The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as





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<PAGE>   84
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related
agreement or any document furnished hereunder or thereunder.



                                   ARTICLE IX

                                 Miscellaneous

          SECTION 9.01  Notices.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a)    if to the Borrower, to
                                                Purina Mills, Inc.
                                                1401 South Hanley Road
                                                St. Louis, Missouri  63144
                                                Attention: Darrell Swank,
                                                Chief Financial Officer
                                                Telephone: (314) 768-4485
                                                Telecopier: (314) 768-4188


          (b)    if to the Administrative Agent, to
                                                The Chase Manhattan Bank,
                                                380 Madison Avenue, 9th Floor
                                                New York, New York  10017
                                                Attention:  Charles O. Freedgood
                                                Telephone: (212) 622-4854
                                                Telecopier: (212) 622-4834





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<PAGE>   85
          with a copy to:

                                        The Chase Manhattan Bank,
                                        Loan and Agency Services Group
                                        One Chase Manhattan Plaza, 8th Floor
                                        New York, New York  10081
                                        Attention:  Frank Giacalone
                                        Telephone:  (212) 552-7949
                                        Telecopier: (212) 552-5620

                                                    - and -

                                        Chase Bank of Texas, N.A.
                                        600 Travis Street, 20th Floor
                                        Houston, Texas  77002
                                        Attention:  Peter Licalzi
                                        Telephone:  (713) 216-8869
                                        Telecopier: (713) 216-4117;


          (c)    if to the Issuing Bank, at The Chase Manhattan Bank, Loan and
Agency Services Group, One Chase Manhattan Plaza, 8th Floor, Attention: Frank
Gaicalone (Telecopy No. (212) 552-5620); and

          (d)    if to any other Lender, at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

          SECTION 9.02  Waivers; Amendments.  (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of any Loan Document or consent to
any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.  Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed
as a waiver of any Default, regardless of whether the Administrative





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<PAGE>   86
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time.

          (b)    Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment or the
percentage of the aggregate Revolving Commitment of any Lender without the
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the consent of each Lender affected thereby, (iii) postpone
the maturity of any Loan, or any scheduled date of payment of the principal
amount of any Loan under Section 2.09 or 2.10, or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the consent of each Lender affected thereby, (iv) change
Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the consent of each Lender, (v) change any
of the provisions of this Section or the percentage set forth in the definition
of "Required Lenders", "Required Term Lenders" or "Required Revolving Lenders",
or any other provision of any Loan Document specifying the number or percentage
of Lenders (or Lenders of any Class) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder,
without the consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release any Subsidiary Loan Party from its Guaranty under the
Guaranty Agreement (except as expressly provided in the Guaranty Agreement), or
limit its liability in respect of such Guaranty, without the consent of each
Lender, (vii) release all or substantially all of the Collateral from the Liens
of the Security Documents, without the consent of each Lender, (viii) change
Section 2.18 or clause (A) of the proviso of clause (a) of Article VII without
the consent of the Required Revolving Lenders (with the Term Lenders having not
vote regarding the same); provided, further, that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent or the Issuing Bank without the prior consent of the Administrative Agent
or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by the Borrower, the Required Lenders and the Administrative Agent (and,
if its rights or obligations are affected thereby, the Issuing Bank) if (i) by
the terms of such agreement the Commitment of each Lender not consenting to the
amendment provided for therein shall terminate upon the effectiveness of such
amendment and (ii) at the time such amendment becomes effective, each Lender
not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or
accrued for its account under this Agreement.

          SECTION 9.03  Expenses; Indemnity; Damage Waiver.  (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its





                                       81
<PAGE>   87
Affiliates and the Lenders, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent and the Lenders, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during  any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit; provided, that the amount paid to any Lender (other than the
Administrative Agent) pursuant to clause (i) in connection with the entering
into of the Loan Documents shall not exceed its pro rata share (based upon its
Commitments on the Effective Date) of $100,000.

          (b)    The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Mortgaged Property or any other property currently or
formerly owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

          (c)    To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent or the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to
the Administrative Agent or the Issuing Bank, as the case may be, such Lender's
pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided





                                       82
<PAGE>   88
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Issuing Bank in its capacity as such.  For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at the time.

          (d)    To the extent permitted by applicable law, the Borrower shall
not assert, and each hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

          (e)    All amounts due under this Section shall be payable not later
than five Business Days after written demand therefor.

          SECTION 9.04  Successors and Assigns.  (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

          (b)    Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it, whether or not
on a pro rata basis among the various Commitments); provided  that (i) except
in the case of an assignment to (x) a Lender or an Affiliate of a Lender or (y)
any fund that invests in loans and is managed by the same investment advisor
that acts as an investment advisor for any Lender or Affiliate thereof
(provided that the foregoing relates to the Term Loans only), the
Administrative Agent (and, in the case of an assignment of all or a portion of
a Revolving Commitment or any Lender's obligations in respect of its LC
Exposure, the Issuing Bank) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except as
provided in clause (i)(x) or (i)(y) above or an assignment of the entire
remaining amount of the assigning Lender's Commitment or Loans, the amount of
the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than (A)
in the case of Revolving Loans, $3,000,000 and (B) in the case of Term Loans,
$5,000,000, unless the amount so assigned constitutes all of the relevant
Lender's Revolving Loans or Term Loans, as the case may be, or the





                                       83
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Administrative Agent otherwise consents, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement, except that this clause (iii)
shall not be construed to prohibit the assignment of a proportionate part of
all the assigning Lender's rights and obligations in respect of one Class of
Commitments or Loans, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.  Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (e) of this Section.

          (c)    The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries
in the Register shall be conclusive, and the Borrower, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Borrower, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

          (d)    Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e)    Any Lender may, without the consent of the Borrower, the
Administrative Agent, or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; provided





                                       84
<PAGE>   90
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (f) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.14, 2.15
and 2.16 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section.  To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.17(c) as though it were a Lender and such
Participant shall, prior to the exercise of its rights under Section 9.08, have
identified itself as a Participant to the Borrower.

          (f)    A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.16(e) as though it were a Lender.

          (g)    Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

          SECTION 9.05  Survival.  All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The provisions of
Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

          SECTION 9.06  Counterparts; Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of





                                       85
<PAGE>   91
which shall constitute an original, but all of which when taken together shall
constitute a single contract.  This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof.  Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 9.07  Severability.  Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08  Right of Setoff.  If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of
the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

          SECTION 9.09  Governing Law; Jurisdiction; Consent to Service of
Process.  (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b)    The Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to any Loan Document, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document





                                       86
<PAGE>   92
shall affect any right that the Administrative Agent, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against the Borrower or its properties in
the courts of any jurisdiction.

          (c)    The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or here-after have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Loan
Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

          (d)    Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.01.  Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 9.10  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11  Headings.  Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12  Confidentiality.  Each of the  Administrative Agent,
the Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan





                                       87
<PAGE>   93
Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement, (g)
with the consent of the Borrower, (h) to any direct or indirect contractual
counterparty in any Swap Agreement relating to this Agreement or such
contractual counterparties' professional advisors (so long as such contractual
counterparty or professional advisors agree to be bound by the terms of this
Section 9.12) and to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires
access to information about any Lenders' investment portfolio in connection
with ratings issued with respect to such Lender or (i) to the extent such
Information (x) becomes publicly available other than as a result of a breach
of this Section or (y) becomes available to the Administrative Agent, the
Issuing Bank or any Lender on a non-confidential basis from a source other than
the Borrower.  For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis prior to disclosure by the Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

          SECTION 9.13  Interest Rate Limitation.  Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.

          SECTION 9.14  Intercreditor Agreement Controls Upon Default.  THE
TERMS OF  THIS AGREEMENT AND ACTION TAKEN OR NOT TAKEN UNDER OR IN CONNECTION
THEREWITH SHALL BE SUBJECT IN ALL RESPECTS TO THE TERMS OF THE INTERCREDITOR
AGREEMENT AND IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT
AND THE INTERCREDITOR AGREEMENT THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL
PREVAIL.  NOTWITHSTANDING THE FOREGOING, THE OBLIGATIONS OF THE BORROWER AND
THE SUBSIDIARIES TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
ABSOLUTE AND COMPLETELY UNAFFECTED BY THE EXISTENCE





                                       88
<PAGE>   94
OF THE INTERCREDITOR AGREEMENT.





                                       89
<PAGE>   95
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.


                                PURINA MILLS, INC.


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



                                CHASE BANK OF TEXAS, N.A.,
                                as Administrative Agent and as an Issuing Bank


                                By:
                                    -----------------------------
                                    Name: David G. Mills
                                    Title: Vice President


                                REVOLVING LENDERS:

                                CHASE BANK OF TEXAS, N.A.


                                By:
                                    -----------------------------
                                    Name: David G. Mills
                                    Title: Vice President



                                FIRSTAR BANK MISSOURI, N.A.


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





                                BANK OF AMERICA, N.A.






                                       90
<PAGE>   96

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



                              ABN AMRO BANK N.V.


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


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



                              THE BANK OF NOVA SCOTIA


                              By:
                                  -------------------------
                                  Name: Daniel A. Costigan
                                  Title: Director



                              BANK OF SCOTLAND


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






                                       91
<PAGE>   97
                        CREDIT LYONNAIS CHICAGO BRANCH


                        By:
                            -------------------------
                            Name: Pascal Poupelle
                            Title: President and COO



                        COOPERATIEVE CENTRALE RAIFFEISEN-
                        BOERENLEENBANK B.A.,
                        "RABOBANK NEDERLAND", NEW YORK
                        BRANCH


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


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



                        BNP PARIBAS


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


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






                                       92
<PAGE>   98
                            SENIOR DEBT PORTFOLIO
                            BY: BOSTON MANAGEMENT AND RESEARCH, AS
                            INVESTMENT ADVISOR


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



                            KZH STERLING LLC


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



                            CHASE SECURITIES INC., as Agent for
                            The Chase Manhattan Bank


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



                            CYPRESS TREE INVESTMENT PARTNERS I,
                            LTD. BY: CYPRESS TREE INVESTMENT MANAGEMENT
                            COMPANY, INC., as Portfolio Manager


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






                                       93
<PAGE>   99
                                  CYPRESS TREE INVESTMENT MANAGEMENT
                                  COMPANY, INC.
                                  AS: ATTORNEY-IN-FACT AND ON BEHALF OF FIRST
                                  ALLMERICA FINANCE LIFE INSURANCE
                                  COMPANY, as Portfolio Manager


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



                                  EATON VANCE INSTITUTIONAL SENIOR
                                  LOAN FUND
                                  BY: EATON VANCE MANAGEMENT,
                                  as Investment Advisor


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



                                  MERRILL LYNCH, PIERCE, FENNER & SMITH,
                                  INCORPORATED


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



                                  DLJ CAPITAL FUNDING, INC.


                                  By:
                                      -------------------------
                                      Name: Howard Shams
                                      Title: Vice President






                                       94
<PAGE>   100
                               TERM LENDERS:

                               CHASE BANK OF TEXAS, N.A.


                               By:
                                   -------------------------
                                   Name: David G. Mills
                                   Title: Vice President



                               FIRSTAR BANK MISSOURI, N.A.


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



                               BANK OF AMERICA, N.A.


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



                               ABN AMRO BANK N.V.


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



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






                                       95
<PAGE>   101
                                 THE BANK OF NOVA SCOTIA


                                 By:
                                     -------------------------
                                     Name: Daniel A. Costigan
                                     Title: Director



                                 BANK OF SCOTLAND


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



                                 CREDIT LYONNAIS CHICAGO BRANCH


                                 By:
                                     -------------------------
                                     Name: Pascal Poupelle
                                     Title: President and COO



                                 COOPERATIEVE CENTRALE RAIFFEISEN-
                                 BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH


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


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






                                       96
<PAGE>   102
                                CREDIT AGRICOLE INDOSUEZ


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


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



                                BNP PARIBAS


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


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



                                SENIOR DEBT PORTFOLIO
                                BY: BOSTON MANAGEMENT AND RESEARCH, AS
                                INVESTMENT ADVISOR


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




                                KZH PONDVIEW LLC


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






                                       97
<PAGE>   103
                                     Title:



                                 WAYLAND INVESTMENT FUND, LLC
                                 BY: CFSC WAYLAND ADVISERS, INC., ITS MANAGER


                                 By:
                                     -------------------------
                                     Name: Patrick J. Halloran
                                     Title: Vice President




                                 SIMPLON INVESTMENTS LIMITED


                                 By:
                                     -------------------------
                                     Name: Thomas A. McKay
                                     Title: Attorney-In-Fact



                                 KZH STERLING LLC


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





                                 CHASE SECURITIES INC., as Agent for
                                 The Chase Manhattan Bank


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






                                       98
<PAGE>   104
                              Title:



                          CYPRESS TREE INVESTMENT PARTNERS I,
                          LTD. BY: CYPRESS TREE INVESTMENT MANAGEMENT
                          COMPANY, INC., as Portfolio Manager


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




                          CYPRESS TREE INVESTMENT MANAGEMENT
                          COMPANY, INC.
                          AS: ATTORNEY-IN-FACT AND ON BEHALF OF FIRST
                          ALLMERICA FINANCE LIFE INSURANCE
                          COMPANY, as Portfolio Manager


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



                          EATON VANCE INSTITUTIONAL SENIOR
                          LOAN FUND
                          BY: EATON VANCE MANAGEMENT,
                          as Investment Advisor


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



                          WILLIAM E. SIMON & SONS SPECIAL
                          SITUATIONS PARTNERS, L.P.
                          BY: WILLIAM E. SIMON & SONS PARTNERS, L.L.C.,
                          its General Partner






                                       99
<PAGE>   105
                           By:
                               -------------------------
                               Name: Dale Leshaw
                               Title: Vice President



                           MERRILL LYNCH, PIERCE, FENNER & SMITH,
                           INCORPORATED


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



                           DLJ CAPITAL FUNDING, INC.


                           By:
                               -------------------------
                               Name: Howard Shams
                               Title: Vice President






                                      100