AMENDED AND RESTATED CREDIT AGREEMENT




                           Dated as of August 1, 2000




                                      among




                             WILD OATS MARKETS, INC.




                            THE LENDERS HEREIN NAMED




                                       and




                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent









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                                               TABLE OF CONTENTS

                                                                                                           Page
<S>               <C>                                                                                       <C>

Article 1         DEFINITIONS AND ACCOUNTING TERMS............................................................2

         1.1  Defined Terms...................................................................................2
         1.2  Use of Defined Terms...........................................................................30
         1.3  Accounting Terms...............................................................................30
         1.4  Rounding.......................................................................................30
         1.5  Exhibits and Schedules.........................................................................30
         1.6  References to "Borrower and its Subsidiaries"..................................................30
         1.7  Miscellaneous Terms............................................................................31

Article 2         LOANS AND LETTERS OF CREDIT................................................................31

         2.1  Loans-General..................................................................................31
         2.2  Alternate Base Rate Loans......................................................................33
         2.3  Eurodollar Rate Loans..........................................................................33
         2.4  Letters of Credit..............................................................................34
         2.5  Voluntary Reduction of Line A Commitment.......................................................38
         2.6  Optional Termination of Commitments............................................................38
         2.7  Voluntary Increases to Commitments.............................................................38
         2.8  Administrative Agent's Right to Assume Funds Available for Advances............................40
         2.9  Swing Line.....................................................................................41

Article 3         PAYMENTS AND FEES..........................................................................43

         3.1  Principal and Interest.........................................................................43
         3.2  Arrangement Fee................................................................................45
         3.3  Participation Fee..............................................................................45
         3.4  Agency Fee.....................................................................................45
         3.5  Commitment Fee.................................................................................45
         3.6  Letter of Credit Fees..........................................................................45
         3.7  Increased Commitment Costs.....................................................................46
         3.8  Eurodollar Costs and Related Matters...........................................................47
         3.9  Late Payments..................................................................................51
         3.10  Computation of Interest and Fees..............................................................51
         3.11  Non-Banking Days..............................................................................51
         3.12  Manner and Treatment of Payments..............................................................51
         3.13  Funding Sources...............................................................................53







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         3.14  Failure to Charge Not Subsequent Waiver.......................................................53
         3.15  Administrative Agent's Right to Assume Payments Will be Made..................................53
         3.16  Fee Determination Detail......................................................................54
         3.17  Survivability.................................................................................54

Article 4         REPRESENTATIONS AND WARRANTIES.............................................................54

         4.1  Existence and Qualification; Power; Compliance With Laws.......................................54
         4.2  Authority; Compliance With Other Agreements and Instruments and
                  Government Regulations.....................................................................55
         4.3  No Governmental Approvals Required.............................................................55
         4.4  Subsidiaries...................................................................................55
         4.5  Financial Statements...........................................................................56
         4.6  No Other Liabilities; No Material Adverse Changes..............................................57
         4.7  Title to and Location of Property..............................................................57
         4.8  Intangible Assets..............................................................................57
         4.9  Public Utility Holding Company Act.............................................................57
         4.10  Litigation....................................................................................57
         4.11  Binding Obligations...........................................................................58
         4.12  No Default....................................................................................58
         4.13  ERISA.........................................................................................58
         4.14  Regulation U; Investment Company Act..........................................................59
         4.15  Disclosure....................................................................................59
         4.16  Tax Liability.................................................................................59
         4.17  Projections...................................................................................59
         4.18  Hazardous Materials...........................................................................59
         4.19  Solvency......................................................................................60

Article 5         AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION
                  AND REPORTING REQUIREMENTS)................................................................60

         5.1  Payment of Taxes and Other Potential Liens.....................................................60
         5.2  Preservation of Existence......................................................................60
         5.3  Maintenance of Properties......................................................................61
         5.4  Maintenance of Insurance.......................................................................61
         5.5  Compliance With Laws...........................................................................61
         5.6  Inspection Rights..............................................................................61
         5.7  Keeping of Records and Books of Account........................................................61
         5.8  Compliance With Agreements.....................................................................61
         5.9  Use of Proceeds................................................................................62
         5.10  Hazardous Materials Laws......................................................................62







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         5.11  Future Subsidiaries...........................................................................62
         5.12  Interest Rate Protection Agreements...........................................................62
         5.13  Syndication Process...........................................................................62

Article 6         NEGATIVE COVENANTS.........................................................................63

         6.1  Prepayment of Indebtedness.....................................................................63
         6.2  Disposition of Property........................................................................63
         6.3  Mergers........................................................................................63
         6.4  Acquisitions...................................................................................63
         6.5  Distributions..................................................................................64
         6.6  ERISA..........................................................................................64
         6.7  Change in Nature of Business...................................................................64
         6.8  Liens and Negative Pledges.....................................................................64
         6.9  Indebtedness and Guaranty Obligations..........................................................65
         6.10  Transactions with Affiliates..................................................................67
         6.11  Funded Debt Ratio.............................................................................67
         6.12  Fixed Charge Coverage Ratio...................................................................67
         6.13  Minimum Net Income............................................................................67
         6.14  Stockholders' Equity..........................................................................67
         6.15  Investments...................................................................................68
         6.16  Subsidiary Indebtedness.......................................................................68

Article 7         INFORMATION AND REPORTING REQUIREMENTS.....................................................69

         7.1  Financial and Business Information.............................................................69
         7.2  Compliance Certificates........................................................................72

Article 8         CONDITIONS.................................................................................72

         8.1  Initial Advances, Etc..........................................................................72
         8.2  Any Advance, Etc...............................................................................74

Article 9         EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF
         DEFAULT.............................................................................................75

         9.1  Events of Default..............................................................................75
         9.2  Remedies Upon Event of Default.................................................................78










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Article 10        THE ADMINISTRATIVE AGENT...................................................................80

         10.1  Appointment and Authorization.................................................................80
         10.2  Administrative Agent and Affiliates...........................................................81
         10.3  Proportionate Interest in any Collateral......................................................81
         10.4  Lenders' Credit Decisions.....................................................................81
         10.5  Action by Administrative Agent................................................................82
         10.6  Liability of Administrative Agent.............................................................83
         10.7  Indemnification...............................................................................84
         10.8  Successor Administrative Agent................................................................85
         10.9  No Obligations of Borrower....................................................................85

Article 11        MISCELLANEOUS..............................................................................86

         11.1  Cumulative Remedies; No Waiver................................................................86
         11.2  Amendments; Consents..........................................................................86
         11.3  Costs and Expenses............................................................................87
         11.4  Nature of Lenders' Obligations................................................................88
         11.5  Survival of Representations and Warranties....................................................88
         11.6  Notices.......................................................................................88
         11.7  Execution of Loan Documents...................................................................89
         11.8  Binding Effect; Assignment....................................................................89
         11.9  Right of Setoff...............................................................................92
         11.10  Sharing of Setoffs...........................................................................92
         11.11  Indemnity by Borrower........................................................................93
         11.12  Nonliability of the Lenders..................................................................94
         11.13  No Third Parties Benefitted..................................................................95
         11.14  Confidentiality..............................................................................95
         11.15  Further Assurances...........................................................................96
         11.16  Integration..................................................................................96
         11.17  Governing Law................................................................................97
         11.18  Severability of Provisions...................................................................97
         11.19  Headings.....................................................................................97
         11.20  Time of the Essence..........................................................................97
         11.21  Foreign Lenders and Participants.............................................................97
         11.22  Hazardous Material Indemnity.................................................................98
         11.23  Arbitration..................................................................................99
         11.24  Waiver of Right to Trial by Jury............................................................101
         11.25  Purported Oral Amendments...................................................................101







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         Exhibits

A       -      Commitments Assignment and Acceptance
B       -      Compliance Certificate
C       -      Joinder and Assumption Agreement
D       -      Line A Note
E       -      Line B Note
F       -      Opinion of Counsel
G       -      Pricing Certificate
H       -      Request for Letter of Credit
I       -      Request for Loan
J       -      Subsidiary Guaranty


Schedules

1.1            Lender Commitments
4.4            Subsidiaries
4.7            Existing Liens and Rights of Others
4.10           Material Litigation
4.17           Projections
4.18           Hazardous Materials Matters
6.9            Existing Indebtedness and Guaranty Obligations
6.15           Existing Investments







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                                     AMENDED AND RESTATED CREDIT AGREEMENT

                                          Dated as of August 1, 2000


                  This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is
entered into by and among Wild Oats Markets, Inc., a Delaware corporation
("Borrower"), each lender whose name is set forth on the signature pages of this
Agreement and each lender which may hereafter become a party to this Agreement
pursuant to Section 11.8 (collectively, the "Lenders" and individually, a
"Lender"), and Wells Fargo Bank, National Association, as Administrative Agent,
with respect to the following:

         A. Borrower has previously entered into that certain Revolving Loan
Agreement dated as of March 2, 1999 with the Administrative Agent and the
lenders (the "Prior Lenders") party thereto (as supplemented, modified, amended,
restated, extended or supplanted, the "Prior Credit Agreement"). As of the
Closing Date, the aggregate amount outstanding under the Line A Notes (as
defined in the Prior Credit Agreement)(the "Prior Line A Notes") is
$80,000,000.00, the aggregate amount of Swing Line Outstandings (as defined in
the Prior Credit Agreement) is $8,640,392.95 (the "Prior Swing Line
Outstandings"), the Aggregate Effective Amount (as defined in the Prior Credit
Agreement) of all outstanding Letters of Credit (as defined in the Prior Credit
Agreement) is $1,056,990.00, and the aggregate amount outstanding under the Line
B Notes (as defined in the Prior Credit Agreement)(the "Prior Line B Notes") is
$30,000,000.

         B. Borrower has requested that the Prior Lenders provide to Borrower
$43,382,352.94 pursuant to a term loan facility to repay an equivalent amount
outstanding under the Prior Line A Notes and Prior Line B Notes on the Closing
Date (with such amount being applied to repayment of the Prior Line B Notes
first). Borrower has also requested that the Prior Lenders provide to Borrower a
$104,117,647.06 revolving credit facility pursuant to the terms of this
Agreement and agree that on the Closing Date, (i) all amounts outstanding under
the Prior Line A Notes in excess of the $13,382,352.94 to be repaid as set forth
in the preceding sentence (in the amount of $66,617,647.06) be continued as Line
A Loans pursuant to this Agreement, (ii) all Prior Swing Line Outstandings be
continued as Swing Line Outstandings pursuant to this Agreement (in the amount
of $8,640,392.95) and (iii) all Letters of Credit issued and outstanding as of
the Closing Date pursuant to the Prior Credit Agreement and related documents
(collectively, the "Existing Letters of Credit") be deemed to be issued and
outstanding under this Agreement and the Loan Documents. In connection
therewith, the Prior Lenders will continue as lenders and on







                                                    -1-

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the Closing Date certain new lenders will join the new credit facilities
provided pursuant hereto.

         C. The Prior Lenders are willing to amend and restate the credit
facilities provided pursuant to the Prior Credit Agreement and related documents
as requested by Borrower, and to provide the financing requested by Borrower, as
set forth herein. As requested by Borrower, (i) the amount of $66,617,647.06
will be deemed to be outstanding on the Closing Date under the Line A Notes
issued pursuant to this Agreement and such outstanding amount will be allocated
pro rata to such Line A Notes in accordance with each Closing Date Lender's Pro
Rata Share of the Line A Commitment, (ii) the amount of $8,640,392,95 will be
deemed to be Swing Line Outstandings under the Swing Line Documents and each
Lender shall be deemed to have purchased from the Swing Line Lender a
participation therein in an amount equal to that Lender's Pro Rata Share of the
Line A Commitment times the amount of such Swing Line Outstandings, and (iii)
the Existing Letters of Credit will be deemed to be issued and outstanding
pursuant to Section 2.4 of this Agreement.

                  In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                                   Article 1
                                       DEFINITIONS AND ACCOUNTING TERMS

                           1.1  Defined Terms.  As used in this Agreement, the
following terms shall have the meanings set forth below:

                  "Acquired Company" means the Person whose assets or capital
         stock is the subject of an Acquisition.

                  "Acquisition" means any transaction, or any series of related
         transactions, consummated after the Closing Date, by which Borrower
         and/or any of its Subsidiaries directly or indirectly (a) acquires any
         ongoing business or all or substantially all of the assets of any
         Person engaged in any ongoing business, whether through purchase of
         assets, merger or otherwise, (b) acquires control of securities of a
         Person engaged in an ongoing business representing more than 50% of the
         ordinary voting power for the election of directors or other governing
         position if the business affairs of such Person are managed by a board
         of directors or other governing body or (c) acquires control of more
         than 50% of the ownership interest in any partnership, joint venture,
         limited liability company, business trust or other Person engaged in an
         ongoing business that is not managed by a board of directors or other
         governing body.







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                  "Adjusted EBITDA" means, with respect to any fiscal period,
         EBITDA for that fiscal period adjusted by adding thereto any write-down
         in, or reserve against, the book value of assets acquired in an
         Acquisition during that fiscal period taken substantially concurrently
         with such Acquisition.

                  "Administrative Agent" means Wells Fargo Bank, National
         Association, when acting in its capacity as the Administrative Agent
         under any of the Loan Documents, or any successor Administrative Agent.

                  "Administrative Agent's Office" means the Administrative
         Agent's address as set forth on the signature pages of this Agreement,
         or such other address as the Administrative Agent hereafter may
         designate by written notice to Borrower and the Lenders.

                  "Advance" means any advance made or to be made by any Lender
         to Borrower as provided in Article 2, and includes each Alternate Base
         Rate Advance and Eurodollar Rate Advance.

                  "Affiliate" means, as to any Person, any other Person which
         directly or indirectly controls, or is under common control with, or is
         controlled by, such Person. As used in this definition, "control" (and
         the correlative terms, "controlled by" and "under common control with")
         shall mean possession, directly or indirectly, of power to direct or
         cause the direction of management or policies (whether through
         ownership of securities or partnership or other ownership interests, by
         contract or otherwise); provided that, in any event, any Person that
         owns, directly or indirectly, 10% or more of the securities having
         ordinary voting power for the election of directors or other governing
         body of a corporation that has more than 100 record holders of such
         securities, or 10% or more of the partnership or other ownership
         interests of any other Person that has more than 100 record holders of
         such interests, will be deemed to be an Affiliate of such corporation,
         partnership or other Person.

                  "Agreement" means this Amended and Restated Credit Agreement,
         either as originally executed or as it may from time to time be
         supplemented, modified, amended, restated or extended.

                  "Aggregate Effective Amount" means as of any date of
         determination and with respect to all Letters of Credit then
         outstanding, the sum of (a) the aggregate effective face amounts of all
         such Letters of Credit not then paid by the Issuing Lender plus (b) the
         aggregate amounts paid by the Issuing Lender









                                                    -3-

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         under such Letters of Credit not then reimbursed to the Issuing Lender
         by Borrower pursuant to Section 2.4(d) and not the subject of Advances
         made pursuant to Section 2.4(e).

                  "Alternate Base Rate" means, as of any date of determination,
         the rate per annum (rounded upwards, if necessary, to the next 1/100 of
         1%) equal to the higher of (a) the Prime Rate in effect on such date
         and (b) the Federal Funds Rate in effect on such date plus 1/2 of 1%
         (50 basis points).

                  "Alternate Base Rate Advance" means an Advance made hereunder
         and specified to be an Alternate Base Rate Advance in accordance with
         Article 2.

                  "Alternate Base Rate Loan" means a Loan made hereunder and
         specified to be an Alternate Base Rate Loan in accordance with Article
         2.

                  "Amortization Date" means, with respect to the Line B
         Commitment, March 31, 2001 and each Quarterly Payment Date thereafter
         through the Line B Maturity Date.

                  "Applicable Alternate Base Rate Margin" means, for each
         Pricing Period, the interest rate margin set forth below (expressed in
         basis points per annum) opposite the Applicable Pricing Level for that
         Pricing Period:

                             Applicable
                          Pricing Level                       Margin
                          -------------                       ------
                                  I                               0.0
                                 II                               0.0
                                 III                              0.0
                                 IV                              25.0

                        "Applicable Eurodollar Rate Margin" means, for each
         Pricing Period, the interest rate margin set forth below (expressed in
         basis points per annum) opposite the Applicable Pricing Level for that
         Pricing Period:

                             Applicable
                          Pricing Level                       Margin
                          -------------                       ------
                                  I                              90.0
                                 II                             115.0
                                 III                            140.0
                                 IV                             165.0








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                  "Applicable Pricing Level" means (a) for the Pricing Period
         commencing on the Closing Date and ending on September 30, 2000,
         Pricing Level III and (b) for each subsequent Pricing Period, the
         pricing level set forth below opposite the Funded Debt Ratio as of the
         last day of the Fiscal Quarter most recently ended prior to the
         commencement of that Pricing Period:

 Pricing Level             Funded Debt Ratio
 -------------             -----------------
          I                Less than 1.00 to 1.00
          II               Equal to or greater than 1.00 to 1.00,
                                    but less than 1.50 to 1.00
          III              Equal to or greater than 1.50 to 1.00,
                                    but less than 2.25 to 1.00
          IV               Equal to or greater than 2.25 to 1.00

         provided that (i) in the event that Borrower does not deliver a Pricing
         Certificate with respect to any Pricing Period prior to the
         commencement of such Pricing Period, then until (but only until) such
         Pricing Certificate is delivered the Applicable Pricing Level for that
         Pricing Period shall be the next higher Pricing Level (if there is a
         higher Pricing Level) and (ii) if any Pricing Certificate is
         subsequently determined to be in error, then any resulting change in
         the Applicable Pricing Level shall be made retroactively to the
         beginning of the relevant Pricing Period.

                  "Applicable Standby Letter of Credit Fee Rate" means, as of
         any date of determination, the then effective Applicable Eurodollar
         Rate Margin.

                  "Approved Interest Rate Protection Agreement" means one or
         more Interest Rate Protection Agreements with respect to the
         Indebtedness evidenced by the Line B Notes between Borrower and/or one
         or more of the Lenders, on terms mutually acceptable to Borrower and
         that Lender or Lenders.

                  "Banking Day" means any Monday, Tuesday, Wednesday, Thursday
         or Friday, other than a day on which banks are authorized or required
         to be closed in California, Colorado or New York.

                  "Capital Lease Obligations" means all monetary obligations of
         a Person under any leasing or similar arrangement which, in accordance
         with GAAP, is classified as a capital lease.







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                  "Cash" means, when used in connection with any Person, all
         monetary and non-monetary items owned by that Person that are treated
         as cash in accordance with GAAP, consistently applied.

                  "Cash Equivalents" means, when used in connection with any
         Person, that Person's Investments in:

                           (a)      Government Securities due within one year
         after the date of the making of the Investment;

                           (b) readily marketable direct obligations of any
         State of the United States of America or any political subdivision of
         any such State or any public agency or instrumentality thereof given on
         the date of such Investment a credit rating of at least Aa by Moody's
         Investors Service, Inc. or AA by Standard & Poor's Rating Group (a
         division of McGraw-Hill, Inc.), in each case due within one year from
         the making of the Investment;

                           (c) certificates of deposit issued by, bank deposits
         in, Eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         Lender or any bank incorporated under the Laws of the United States of
         America, any State thereof or the District of Columbia and having on
         the date of such Investment combined capital, surplus and undivided
         profits of at least $250,000,000, or total assets of at least
         $5,000,000,000, in each case due within one year after the date of the
         making of the Investment;

                           (d) certificates of deposit issued by, bank deposits
         in, Eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         Lender or any branch or office located in the United States of America
         of a bank incorporated under the Laws of any jurisdiction outside the
         United States of America having on the date of such Investment combined
         capital, surplus and undivided profits of at least $500,000,000, or
         total assets of at least $15,000,000,000, in each case due within one
         year after the date of the making of the Investment;

                           (e) repurchase agreements covering Government
         Securities executed by a broker or dealer registered under Section
         15(b) of the Securities Exchange Act of 1934, as amended, having on the
         date of the Investment capital of at least $50,000,000, due within 90
         days after the date of the making of the Investment; provided that the
         maker of the Investment receives written confirmation of the transfer
         to it of record ownership of the Government







                                                    -6-

<PAGE>



         Securities on the books of a "primary dealer" in such Government
         Securities or on the books of such registered broker or dealer, as soon
         as practicable after the making of the Investment;

                           (f) readily marketable commercial paper or other debt
         securities issued by corporations doing business in and incorporated
         under the Laws of the United States of America or any State thereof or
         of any corporation that is the holding company for a bank described in
         clause (c) or (d) above given on the date of such Investment a credit
         rating of at least P-1 by Moody's Investors Service, Inc. or A-1 by
         Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in
         each case due within one year after the date of the making of the
         Investment;

                           (g) "money market preferred stock" issued by a
         corporation incorporated under the Laws of the United States of America
         or any State thereof (i) given on the date of such Investment a credit
         rating of at least Aa by Moody's Investors Service, Inc. and AA by
         Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in
         each case having an investment period not exceeding 50 days or (ii) to
         the extent that investors therein have the benefit of a standby letter
         of credit issued by a Lender or a bank described in clauses (c) or (d)
         above; provided that (y) the amount of all such Investments issued by
         the same issuer does not exceed $5,000,000 and (z) the aggregate amount
         of all such Investments does not exceed $15,000,000;

                           (h) a readily redeemable "money market mutual fund"
         sponsored by a bank described in clause (c) or (d) hereof, or a
         registered broker or dealer described in clause (e) hereof, that has
         and maintains an investment policy limiting its investments primarily
         to instruments of the types described in clauses (a) through (g) hereof
         and given on the date of such Investment a credit rating of at least Aa
         by Moody's Investors Service, Inc. and AA by Standard & Poor's Rating
         Group (a division of McGraw-Hill, Inc.); and

                           (i) corporate notes or bonds having an original term
         to maturity of not more than one year issued by a corporation
         incorporated under the Laws of the United States of America, or a
         participation interest therein; provided that (i) commercial paper
         issued by such corporation is given on the date of such Investment a
         credit rating of at least Aa by Moody's Investors Service, Inc. and AA
         by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.),
         (ii) the amount of all such Investments issued by the same issuer does
         not exceed $5,000,000 and (iii) the aggregate amount of all such
         Investments does not exceed $15,000,000.






                                                    -7-

<PAGE>




                  "Certificate" means a certificate signed by a Senior Officer
         or Responsible Official (as applicable) of the Person providing the
         certificate.

                  "Change in Control" means (a) any transaction or series of
         related transactions in which any Unrelated Person or two or more
         Unrelated Persons acting in concert acquire beneficial ownership
         (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange
         Act of 1934, as amended), directly or indirectly, of more than 50% of
         the outstanding Common Stock, (b) Borrower consolidates with or merges
         into another Person or conveys, transfers or leases its properties and
         assets substantially as an entirety to any Person or any Person
         consolidates with or merges into Borrower, in either event pursuant to
         a transaction in which the outstanding Common Stock is changed into or
         exchanged for cash, securities or other property, with the effect that
         any Unrelated Person becomes the beneficial owner, directly or
         indirectly, of more than 50% or more of Common Stock or that the
         Persons who were the holders of Common Stock immediately prior to the
         transaction hold less than 50% of the common stock of the surviving
         corporation after the transaction, (c) during any period of 24
         consecutive months, individuals who at the beginning of such period
         constituted the board of directors of Borrower (together with any new
         or replacement directors whose election by the board of directors, or
         whose nomination for election, was approved by a vote of at least a
         majority of the directors then still in office who were either
         directors at the beginning of such period or whose election or
         nomination for reelection was previously so approved) cease for any
         reason to constitute a majority of the directors then in office or (d)
         a "change in control" as defined in any document governing Indebtedness
         of Borrower in excess of $20,000,000 which gives the holders of such
         Indebtedness the right to accelerate or otherwise require payment or
         purchase of such Indebtedness prior to the maturity date thereof. For
         purposes of the foregoing, the term "Unrelated Person" means any Person
         other than (i) an Affiliate of Borrower as of the Closing Date, (ii) an
         employee stock ownership plan or other employee benefit plan covering
         the employees of Borrower and its Subsidiaries or (iii) any of Michael
         Gilliland, Elizabeth Cook, or Mark R. Clapp (or any of their immediate
         family members or trusts for the benefit of any of such Persons) or
         Chase Capital Partners.

                  "Change in Management" means (a) the cessation for any reason
         of Michael Gilliland to be a member of the Board of Directors of
         Borrower and the failure of Borrower to appoint a successor acceptable
         to the Requisite Lenders within the sixty (60) day period following
         such cessation, (b) the cessation for any reason of Michael Gilliland
         or James W. Lee to hold the







                                                    -8-

<PAGE>



         office of Chief Executive Officer (or, if there then is no such office
         or occupant of such office, the office of President) of Borrower and
         the failure of Borrower to appoint a successor acceptable to the
         Requisite Lenders within the sixty (60) day period following such
         cessation or (c) the cessation for any reason of Mary Beth Lewis to
         hold the office of Chief Financial Officer of Borrower and the failure
         of Borrower to appoint a successor acceptable to the Requisite Lenders
         within the sixty (60) day period following such cessation. If any of
         such individuals ceases to hold the respective office set forth in the
         preceding sentence, Borrower shall notify the Administrative Agent of
         the proposed successor as soon as practicable and the Administrative
         Agent shall (after consultation with the Lenders) promptly (and in any
         event within ten (10) Banking Days) notify Borrower whether such
         proposed successor is or is not acceptable to the Requisite Lenders. A
         determination by the Requisite Lenders that a proposed successor is not
         acceptable shall be made solely on grounds that are reasonable from the
         standpoint of a lender to Borrower. If the Administrative Agent has not
         notified Borrower within ten (10) Banking Days whether a proposed
         successor is or is not acceptable, then the sixty (60) day period
         within which the successor must be appointed shall be extended until
         the date that is five (5) Banking Days after the Administrative Agent
         so notifies Borrower.

                  "Closing Date" means the time and Banking Day on which the
         conditions set forth in Section 8.1 are satisfied or waived. The
         Administrative Agent shall notify Borrower and the Lenders of the date
         that is the Closing Date.

                  "Closing Date Lenders" means the Lenders party to this
         Agreement as of the Closing Date.

                  "Code" means the Internal Revenue Code of 1986, as amended or
         replaced and as in effect from time to time.

                  "Commercial Letter of Credit" means each Letter of Credit
         issued to support the purchase of goods by Borrower which is determined
         to be a commercial letter of credit by the Issuing Lender.

                  "Commitments" means, collectively, the Line A Commitment and
         the Line B Commitment.

                  "Commitments Assignment and Acceptance" means a commitment
         assignment and acceptance substantially in the form of Exhibit A.







                                                    -9-

<PAGE>



                  "Common Stock" means the common stock of Borrower or its
         successor.

                  "Compliance Certificate" means a certificate in the form of
         Exhibit B, properly completed and signed by a Senior Officer of
         Borrower.

                  "Contractual Obligation" means, as to any Person, any
         provision of any outstanding security issued by that Person or of any
         material agreement, instrument or undertaking to which that Person is a
         party or by which it or any of its Property is bound.

                  "Debtor Relief Laws" means the Bankruptcy Code of the United
         States of America, as amended from time to time, and all other
         applicable liquidation, conservatorship, bankruptcy, moratorium,
         rearrangement, receivership, insolvency, reorganization, or similar
         debtor relief Laws from time to time in effect affecting the rights of
         creditors generally.

                  "Default" means any event that, with the giving of any
         applicable notice or passage of time specified in Section 9.1, or both,
         would be an Event of Default.

                  "Default Rate" means the interest rate prescribed in Section
         3.9.

                  "Designated Deposit Account" means a deposit account to be
         maintained by Borrower with Wells Fargo Bank, National Association or
         one of its Affiliates, as from time to time designated by Borrower by
         written notification to the Administrative Agent.

                  "Designated Eurodollar Market" means, with respect to any
         Eurodollar Rate Loan, the London Eurodollar Market.

                  "Disqualified Stock" means any capital stock, warrants,
         options or other rights to acquire capital stock (but excluding any
         debt security which is conver tible, or exchangeable, for capital
         stock), which, by its terms (or by the terms of any security into which
         it is convertible or for which it is exchangeable), or upon the
         happening of any event, matures or is mandatorily redeemable, pursuant
         to a sinking fund obligation or otherwise, or is redeemable at the
         option of the holder thereof, in whole or in part, on or prior to the
         earlier of the Line A Maturity Date and the Line B Maturity Date.

                  "Disposition" means the sale, transfer or other disposition in
         any single transaction or series of related transactions of any asset,
         or group of related





                                                    -10-

<PAGE>



         assets, of Borrower or any of its Subsidiaries (a) which asset or
         assets constitute a line of business or substantially all the assets of
         Borrower and its Subsidiaries or (b) the aggregate amount of the net
         sales proceeds of such assets is more than $5,000,000, other than (i)
         inventory or other assets sold or otherwise disposed of in the ordinary
         course of business of Borrower or any of its Subsidiaries and (ii)
         equipment sold or otherwise disposed of where substantially similar
         equipment in replacement thereof is acquired within 90 days thereafter
         by Borrower or any of its Subsidiaries.

                  "Distribution" means, with respect to any shares of capital
         stock or any warrant or option to purchase an equity security or other
         equity security issued by a Person, (a) the retirement, redemption,
         purchase or other acquisition for Cash or for Property by such Person
         of any such security, (b) the declaration or (without duplication)
         payment by such Person of any dividend in Cash or in Property on or
         with respect to any such security, (c) any Investment by such Person in
         the holder of 5% or more of any such security if a purpose of such
         Investment is to avoid characterization of the transaction as a
         Distribution and (d) any other payment in Cash or Property (other than
         stock splits) by such Person constituting a distribution under
         applicable Laws with respect to such security.

                  "Dollars" or "$" means United States of America dollars.

                  "EBITDA" means, with respect to any fiscal period, the sum of
         (a) Net Income for that period, plus (b) any non-operating
         non-recurring loss reflected in such Net Income, minus (c) any
         non-operating non-recurring gain reflected in such Net Income, plus (d)
         Interest Expense of Borrower and its Subsidiaries for that period, plus
         (e) the aggregate amount of federal and state taxes on or measured by
         income of Borrower and its Subsidiaries for that period (whether or not
         payable during that period), plus (f) depreciation, amortization and
         all other non-cash expenses of Borrower and its Subsidiaries for that
         period, in each case as determined in accordance with GAAP,
         consistently applied.

                  "EBITDAR" means, with respect to any fiscal period, Adjusted
         EBITDA for that fiscal period plus Rental Expense of Borrower and its
         Subsidiaries for that fiscal period.

                  "Eligible Assignee" means (a) another Lender, (b) with respect
         to any Lender, any Affiliate of that Lender, (c) any commercial bank
         having total assets of $5,000,000,000 or more, (d) any (i) savings
         bank, savings and loan association or similar financial institution or
         (ii) insurance company engaged in






                                                    -11-

<PAGE>



         the business of writing insurance which, in either case (A) has total
         assets of $5,000,000,000 or more, (B) is engaged in the business of
         lending money and extending credit under credit facilities
         substantially similar to those extended under this Agreement and (C) is
         operationally and procedurally able to meet the obligations of a Lender
         hereunder to the same degree as a commercial bank and (e) any other
         financial institution (including a mutual fund or other fund) having
         total assets of $5,000,000,000 or more which meets the requirements set
         forth in subclauses (B) and (C) of clause (d) above; provided that each
         Eligible Assignee must either (aa) be organized under the Laws of the
         United States of America, any State thereof or the District of Columbia
         or (bb) be organized under the Laws of the Cayman Islands or any
         country which is a member of the Organization for Economic Cooperation
         and Development, or a political subdivision of such a country, and (i)
         act hereunder through a branch, agency or funding office located in the
         United States of America and (ii) be exempt from withholding of tax on
         interest and deliver the documents related thereto pursuant to Section
         11.21.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and any regulations issued pursuant thereto, as amended or
         replaced and as in effect from time to time.

                  "ERISA Affiliate" means each Person (whether or not
         incorporated) which is required to be aggregated with Borrower pursuant
         to Section 414 of the Code.

                  "Eurodollar Banking Day" means any Banking Day on which
         dealings in Dollar deposits are conducted by and among banks in the
         Designated Eurodollar Market.

                  "Eurodollar Base Rate" means, with respect to any Eurodollar
         Rate Loan, the average of the interest rates per annum (rounded upward,
         if necessary, to the next 1/16 of 1%) at which deposits in Dollars are
         offered to banks in the Designated Eurodollar Market as shown on
         Telerate Page 3750, which is the British Bankers' Association's
         coverage of interbank offered rates for Dollar Deposits in London based
         on quotations of sixteen (16) major banks, at or about 11:00 a.m. local
         time in the Designated Eurodollar Market, two (2) Eurodollar Banking
         Days before the first day of the applicable Eurodollar Period in an
         aggregate amount approximately equal to the amount of the Advance to be
         made by the Administrative Agent with respect to such Eurodollar Rate
         Loan and for a period of time comparable to the number of days in the
         applicable Eurodollar Period.







                                                    -12-

<PAGE>




                  "Eurodollar Lending Office" means, as to each Lender, its
         office or branch so designated by written notice to Borrower and the
         Administrative Agent as its Eurodollar Lending Office. If no Eurodollar
         Lending Office is designated by a Lender, its Eurodollar Lending Office
         shall be its office at its address for purposes of notices hereunder.

                  "Eurodollar Market" means a regular established market located
         outside the United States of America by and among banks for the
         solicitation, offer and acceptance of Dollar deposits in such banks.

                  "Eurodollar Obligations" means eurocurrency liabilities, as
         defined in Regulation D or any comparable regulation of any
         Governmental Agency having jurisdiction over any Lender.

                  "Eurodollar Period" means, as to each Eurodollar Rate Loan,
         the period commencing on the date specified by Borrower pursuant to
         Section 2.1(c) and ending 1, 2, 3 or 6 months (or, with the written
         consent of all of the Lenders, any other period) thereafter, as
         specified by Borrower in the applicable Request for Loan; provided
         that:

                           (a)      The first day of any Eurodollar Period shall
                  be a Eurodollar Banking Day;

                           (b) Any Eurodollar Period that would otherwise end on
                  a day that is not a Eurodollar Banking Day shall be extended
                  to the immediately succeeding Eurodollar Banking Day unless
                  such Eurodollar Banking Day falls in another calendar month,
                  in which case such Eurodollar Period shall end on the
                  immediately preceding Eurodollar Banking Day;

                           (c) Borrower may not specify a Eurodollar Period with
                  respect to a Line B Loan that extends beyond the next
                  Amortization Date applicable thereto unless the aggregate
                  principal amount of the Eurodollar Loans that are Line B Loans
                  having a Eurodollar Period ending after such Amortization Date
                  does not exceed the outstanding amount of Line B Loans (after
                  giving effect to the Line B Commitment Amortization Amount to
                  be paid on such Amortization Date);

                           (d)      No Eurodollar Period with respect to a Line
                  A Loan shall extend beyond the Line A Maturity Date; and









                                                    -13-

<PAGE>



                           (e) No Eurodollar Period with respect to a Line B
                  Loan shall extend beyond the Line B Maturity Date.

                  "Eurodollar Rate" means, as of any date of determination, the
         rate of interest per annum (rounded upward, if necessary, to the next
         1/100 of 1%) determined as follows:

                                             Eurodollar Base Rate
                                   1.00 minus Eurodollar Reserve Percentage

                  "Eurodollar Rate Advance" means an Advance made hereunder and
         specified to be a Eurodollar Rate Advance in accordance with Article 2.

                  "Eurodollar Rate Loan" means a Loan made hereunder and
         specified to be a Eurodollar Rate Loan in accordance with Article 2.

                  "Eurodollar Reserve Percentage" means, as of any date of
         determination, the maximum reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day
         (whether or not applicable to any Lender) under regulations issued from
         time to time by the Board of Governors of the Federal Reserve System
         for determining the maximum reserve requirement (including any
         emergency, supplemental or other marginal reserve requirement) with
         respect to "eurocurrency liabilities".

                  "Event of Default" shall have the meaning provided in Section
         9.1.

                  "Federal Funds Rate" means, as of any date of determination,
         the rate set forth in the weekly statistical release designated as
         H.15(519), or any successor publication, published by the Federal
         Reserve Board (including any such successor, "H.15(519)") for such date
         opposite the caption "Federal Funds (Effective)". If for any relevant
         date such rate is not yet published in H.15(519), the rate for such
         date will be the rate set forth in the daily statistical release
         designated as the Composite 3:30 p.m. Quotations for U.S. Government
         Securities, or any successor publication, published by the Federal
         Reserve Bank of New York (including any such successor, the "Composite
         3:30 p.m. Quotation") for such date under the caption "Federal Funds
         Effective Rate". If on any relevant date the appropriate rate for such
         date is not yet published in either H.15(519) or the Composite 3:30
         p.m. Quotations, the rate for such date will be the arithmetic mean of
         the rates for the last transaction in overnight Federal funds arranged
         prior to 9:00 a.m. (New York City time) on that date by each of three
         leading brokers of Federal funds transactions in New York City









                                                    -14-

<PAGE>



         selected by the Administrative Agent. For purposes of this Agreement,
         any change in the Alternate Base Rate due to a change in the Federal
         Funds Rate shall be effective as of the opening of business on the
         effective date of such change.

                  "Fiscal Quarter" means the fiscal quarter of Borrower
         consisting of 13 or 14 weeks ending on or about each March 31, June 30,
         September 30 and December 31.

                  "Fiscal Year" means the fiscal year of Borrower consisting of
         52 or 53 weeks ending on the Saturday nearest each December 31.

                  "Fixed Charge Coverage Ratio" means, as of the last day of any
         Fiscal Quarter, the ratio of (a) EBITDAR for the fiscal period
         consisting of the four (4) Fiscal Quarters ended on that date to (b)
         the sum of (i) Interest Expense of Borrower and its Subsidiaries for
         such fiscal period plus (ii) Rental Expense of Borrower and its
         Subsidiaries for such fiscal period.

                  "Funded Debt Ratio" means, as of the last day of each Fiscal
         Quarter, the ratio of (a) the sum of (i) all Indebtedness of Borrower
         and its Subsidiaries on that date other than Indebtedness evidenced by
         the Notes plus (ii) the average daily balance of Indebtedness evidenced
         by the Notes for the thirty (30) day period ended on that date plus
         (iii) the Aggregate Effective Amount of all Standby Letters of Credit
         outstanding on that date to (b) the sum of (i) Adjusted EBITDA for the
         fiscal period consisting of the four (4) Fiscal Quarters ended on that
         date plus (ii) Proforma EBITDA with respect to an Acquired Company for
         that portion of such fiscal period prior to the Acquisition of that
         Acquired Company.

                  "GAAP" means, as of any date of determination, accounting
         principles (a) set forth as generally accepted in then currently
         effective Opinions of the Accounting Principles Board of the American
         Institute of Certified Public Accountants, (b) set forth as generally
         accepted in then currently effective Statements of the Financial
         Accounting Standards Board or (c) that are then approved by such other
         entity as may be approved by a significant segment of the accounting
         profession in the United States of America. The term "consistently
         applied," as used in connection therewith, means that the accounting
         principles applied are consistent in all material respects with those
         applied at prior dates or for prior periods.










                                                    -15-

<PAGE>



                  "Government Securities" means readily marketable (a) direct
         full faith and credit obligations of the United States of America or
         obligations guaranteed by the full faith and credit of the United
         States of America and (b) obligations of an agency or instrumentality
         of, or corporation owned, controlled or sponsored by, the United States
         of America that are generally considered in the securities industry to
         be implicit obligations of the United States of America.

                  "Governmental Agency" means (a) any international, foreign,
         federal, state, county or municipal government, or political
         subdivision thereof, (b) any governmental or quasi-governmental agency,
         authority, board, bureau, commission, department, instrumentality or
         public body or (c) any court or administrative tribunal of competent
         jurisdiction.

                  "Guaranty Obligation" means, as to any Person, any (a)
         guarantee by that Person of Indebtedness of, or other obligation
         performable by, any other Person or (b) assurance given by that Person
         to an obligee of any other Person with respect to the performance of an
         obligation by, or the financial condition of, such other Person,
         whether direct, indirect or contingent, including any purchase or
         repurchase agreement covering such obligation or any collateral
         security therefor, any agreement to provide funds (by means of loans,
         capital contributions or otherwise) to such other Person, any agreement
         to support the solvency or level of any balance sheet item of such
         other Person or any "keep-well" or other arrangement of whatever nature
         given for the purpose of assuring or holding harmless such obligee
         against loss with respect to any obligation of such other Person;
         provided, however, that the term Guaranty Obligation shall not include
         endorsements of instruments for deposit or collection in the ordinary
         course of business. The amount of any Guaranty Obligation in respect of
         Indebtedness shall be deemed to be an amount equal to the stated or
         determinable amount of the related Indebtedness (unless the Guaranty
         Obligation is limited by its terms to a lesser amount, in which case to
         the extent of such amount) or, if not stated or determinable, the
         maximum reasonably anticipated liability in respect thereof as
         determined by the Person in good faith. The amount of any other
         Guaranty Obligation shall be deemed to be zero unless and until the
         amount thereof has been (or in accordance with Financial Accounting
         Standards Board Statement No. 5 should be) quantified and reflected or
         disclosed in the consolidated financial statements (or notes thereto)
         of Borrower.

                  "Hazardous Materials" means substances defined as "hazardous
         substances" pursuant to the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C.ss. 9601 et seq., or









                                                    -16-

<PAGE>



         as "hazardous", "toxic" or "pollutant" substances or as "solid waste"
         pursuant to the Hazardous Materials Transportation Act, 49 U.S.C.ss.
         1801, et seq., the Resource Conservation and Recovery Act, 42
         U.S.C.ss. 6901, et seq., or as "friable asbestos" pursuant to the
         Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq. or any other
         applicable Hazardous Materials Law, in each case as such Laws are
         amended from time to time.

                  "Hazardous Materials Laws" means all Laws governing the
         treatment, transportation or disposal of Hazardous Materials applicable
         to any of the Real Property.

                  "Inactive Subsidiary" means a Subsidiary of Borrower that (a)
         is not engaged in any active or passive business and (b) holds total
         assets of $100,000 or less.

                  "Increasing Lender" has the meaning set forth in Section
         2.1(b).

                  "Indebtedness" means, as to any Person (without duplication),
         (a) indebtedness of such Person for borrowed money or for the deferred
         purchase price of Property (excluding trade and other accounts payable
         in the ordinary course of business in accordance with ordinary trade
         terms), including any Guaranty Obligation for any such indebtedness,
         (b) indebtedness of such Person of the nature described in clause (a)
         that is non-recourse to the credit of such Person but is secured by
         assets of such Person, to the extent of the fair market value of such
         assets as determined in good faith by such Person, (c) Capital Lease
         Obligations of such Person, (d) indebtedness of such Person arising
         under bankers' acceptance facilities or under facilities for the
         discount of accounts receivable of such Person, (e) any direct or
         contingent obligations of such Person under letters of credit issued
         for the account of such Person and (f) any net obligations of such
         Person under Interest Rate Protection Agreements.

                  "Insolvent" means, with respect to a Person, that the Person
         (a) has, at a "fair valuation", liabilities (including contingent,
         unmatured, disputed, legal, equitable, secured and unsecured
         liabilities) in excess of its assets, (b) is generally not paying its
         debts when due, (c) does not have, based on reasonable projections at
         the time, sufficient cash flow to pay its debts as they mature, (d) has
         "unreasonably small capital" for the business in which it is engaged or
         (e) is "insolvent." Terms in quotation marks in this definition are
         used with the meanings therefor under the Uniform Fraudulent Transfer
         Act.










                                                    -17-

<PAGE>



                  "Intangible Assets" means assets that are considered
         intangible assets under GAAP, including customer lists, goodwill,
         covenants not to compete, copyrights, trade names, trademarks and
         patents.

                  "Interest Expense" means, with respect to any Person and as of
         the last day of any fiscal period, the sum of (a) all interest, fees,
         charges and related expenses paid or payable (without duplication) for
         that fiscal period by that Person to a lender in connection with
         borrowed money (including any obligations for fees, charges and related
         expenses payable to the issuer of any letter of credit) or the deferred
         purchase price of assets that are considered "interest expense" under
         GAAP plus (b) the portion of rent paid or payable (without duplication)
         for that fiscal period by that Person under Capital Lease Obligations
         that should be treated as interest in accordance with Financial
         Accounting Standards Board Statement No. 13.

                  "Interest Rate Protection Agreement" means a written agreement
         between Borrower and one or more financial institutions providing for
         "swap", "cap", "collar" or other interest rate protection with respect
         to any Indebtedness.

                  "Investment" means, when used in connection with any Person,
         any investment by or of that Person, whether by means of purchase or
         other acquisition of stock or other securities of any other Person or
         by means of a loan, advance creating a debt (excluding trade and other
         advances made in the ordinary course of business in accordance with
         ordinary trade terms), capital contribution, guaranty or other debt or
         equity participation or interest in any other Person, including any
         partnership and joint venture interests of such Person. The amount of
         any Investment shall be the amount actually invested (minus any return
         of capital with respect to such Investment which has actually been
         received in Cash or has been converted into Cash), without adjustment
         for subsequent increases or decreases in the value of such Investment.

                  "Issuing Lender" means Wells Fargo Bank, National Association.

                  "Joinder and Assumption Agreement" means a Joinder and
         Assumption Agreement executed by Borrower, a Lender or other financial
         institution assuming a portion of any increase to the Commitments
         pursuant to Section 2.7, and the Administrative Agent, substantially in
         the form of Exhibit C to this Agreement.










                                                    -18-

<PAGE>



                  "Laws" means, collectively, all international, foreign,
         federal, state and local statutes, treaties, rules, regulations,
         ordinances, codes and administrative or judicial precedents.

                  "Lead Arranger" means Wells Fargo Bank, National Association.

                  "Lender" means each lender whose name is set forth in the
         signature pages of this Agreement and each lender which may hereafter
         become a party to this Agreement pursuant to Section 11.8.

                  "Letters of Credit" means any of the Commercial Letters of
         Credit or Standby Letters of Credit issued by the Issuing Lender under
         the Line A Commitment pursuant to Section 2.4, either as originally
         issued or as the same may be supplemented, modified, amended, renewed,
         extended or supplanted.

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment for security, security interest, encumbrance,
         lien or charge of any kind, whether voluntarily incurred or arising by
         operation of Law or otherwise, affecting any Property, including any
         conditional sale or other title retention agreement, any lease in the
         nature of a security interest, and/or the filing of any financing
         statement (other than a precautionary financing statement with respect
         to a lease that is not in the nature of a security interest) under the
         Uniform Commercial Code or comparable Law of any jurisdiction with
         respect to any Property.

                  "Line A Commitment" means, subject to Sections 2.5, 2.6 and
         2.7, $104,117,647.06. The respective Pro Rata Shares of the Lenders
         with respect to the Line A Commitment are set forth in Schedule 1.1.

                  "Line A Loan" means a Loan under the Line A Commitment.

                  "Line A Maturity Date" means August 1, 2003.

                  "Line A Note" means any of the promissory notes made by
         Borrower to a Lender evidencing Advances under that Lender's Pro Rata
         Share of the Line A Commitment substantially in the form of Exhibit D,
         either as originally executed or as the same may from time to time be
         supplemented, modified, amended, renewed, extended or supplanted.










                                                    -19-

<PAGE>



                  "Line B Commitment" means, subject to Sections 2.6 and 2.7,
         $43,382,352.94. The respective Pro Rata Shares of the Lenders with
         respect to the Line B Commitment are set forth in Schedule 1.1.

                  "Line B Commitment Amortization Amount" means, with respect to
         each Amortization Date, the amount of $2,500,000.

                  "Line B Loan" means a Loan under the Line B Commitment.

                  "Line B Maturity Date" means August 1, 2003.

                  "Line B Note" means any of the promissory notes made by
         Borrower to a Lender evidencing Advances under that Lender's Pro Rata
         Share of the Line B Commitment substantially in the form of Exhibit E,
         either as originally executed or as the same may from time to time be
         supplemented, modified, amended, renewed, extended or supplanted.

                  "Loan" means the aggregate of the Advances made at any one
         time by the Lenders pursuant to Section 2.1.

                  "Loan Documents" means, collectively, this Agreement, the
         Notes, the Subsidiary Guaranty and any other agreements of any type or
         nature hereafter executed and delivered by Borrower or any Subsidiary
         Guarantor to the Administrative Agent or to any Lender in any way
         relating to or in furtherance of this Agreement, in each case either as
         originally executed or as the same may from time to time be
         supplemented, modified, amended, restated, extended or supplanted.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation U.

                  "Material Adverse Effect" means any set of circumstances or
         events which (a) has had or could reasonably be expected to have any
         material adverse effect whatsoever upon the validity or enforceability
         of any Loan Document, (b) has been or could reasonably be expected to
         be material and adverse to the business or condition (financial or
         otherwise) of Borrower and its Subsidiaries, taken as a whole or (c)
         has materially impaired or could reasonably be expected to materially
         impair the ability of Borrower to perform the Obligations; provided
         that any event or circumstance caused by or resulting from the failure
         of a Lender to perform its obligations under this Agreement shall not
         be deemed a Material Adverse Effect.









                                                    -20-

<PAGE>



                  "Multiemployer Plan" means any employee benefit plan of the
         type described in Section 4001(a)(3) of ERISA to which Borrower or any
         of its ERISA Affiliates contributes or is obligated to contribute.

                  "Negative Pledge" means a Contractual Obligation which
         contains a covenant binding on Borrower or any of its Subsidiaries that
         prohibits Liens on any of its Property, other than (a) any such
         covenant contained in a Contractual Obligation granting or relating to
         a particular Lien which affects only the Property that is the subject
         of such Lien, (b) any such covenant contained in a Contractual
         Obligation relating to a particular Property which affects only such
         Property and (c) any such covenant that does not apply to Liens
         securing the Obligations.

                  "Net Income" means, with respect to any fiscal period, the
         consolidated net income of Borrower and its Subsidiaries for that
         period, determined in accordance with GAAP, consistently applied.

                  "Notes" means, collectively, the Line A Notes and the Line B
         Notes.

                  "Obligations" means all present and future obligations of
         every kind or nature of Borrower at any time and from time to time owed
         to the Administrative Agent or the Lenders or any one or more of them,
         under any one or more of the Loan Documents, whether due or to become
         due, matured or unmatured, liquidated or unliquidated, or contingent or
         noncontingent, including obligations of performance as well as
         obligations of payment, and including interest that accrues after the
         commencement of any proceeding under any Debtor Relief Law by or
         against Borrower.

                  "Opinion of Counsel" means the favorable written legal opinion
         of Freya R. Brier, general counsel to Borrower, substantially in the
         form of Exhibit F, together with copies of all factual certificates and
         legal opinions delivered to such counsel in connection with such
         opinion upon which such counsel has relied.

                  "Party" means any Person other than the Administrative Agent
         and the Lenders, which now or hereafter is a party to any of the Loan
         Documents.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor thereof established under ERISA.










                                                    -21-

<PAGE>



                  "Pension Plan" means any "employee pension benefit plan" (as
         such term is defined in Section 3(2) of ERISA), other than a
         Multiemployer Plan, which is subject to Title IV of ERISA and is
         maintained by Borrower or to which Borrower contributes or has an
         obligation to contribute.

                  "Permitted Encumbrances" means:

                           (a) Inchoate Liens incident to construction on or
                  maintenance of Property; or Liens incident to construction on
                  or maintenance of Property now or hereafter filed of record
                  for which adequate reserves have been set aside as may be
                  required by GAAP (or deposits made pursuant to applicable Law)
                  and which are being contested in good faith by appropriate
                  proceedings and have not proceeded to judgment, provided that,
                  by reason of nonpayment of the obligations secured by such
                  Liens, no such Property is subject to a material impending
                  risk of loss or forfeiture;

                           (b) Liens for taxes and assessments on Property which
                  are not yet past due; or Liens for taxes and assessments on
                  Property for which adequate reserves have been set aside as
                  may be required by GAAP and are being contested in good faith
                  by appropriate proceedings and have not proceeded to judgment,
                  provided that, by reason of nonpayment of the obligations
                  secured by such Liens, no such Property is subject to a
                  material impending risk of loss or forfeiture;

                           (c) defects and irregularities in title to any
                  Property which in the aggregate do not materially impair the
                  fair market value or use of the Property for the purposes for
                  which it is or may reasonably be expected to be held;

                           (d) easements, exceptions, reservations, or other
                  agreements for the purpose of pipelines, conduits, cables,
                  wire communication lines, power lines and substations,
                  streets, trails, walkways, drainage, irrigation, water, and
                  sewerage purposes, dikes, canals, ditches, the removal of oil,
                  gas, coal, or other minerals, and other like purposes
                  affecting Property which in the aggregate do not materially
                  burden or impair the fair market value or use of such Property
                  for the purposes for which it is or may reasonably be expected
                  to be held;

                           (e)      easements, exceptions, reservations, or
                  other agreements for the purpose of facilitating the joint or









                                                    -22-

<PAGE>



                  common use of Property in or adjacent to a shopping center
                  or similar project affecting Property which in the aggregate
                  do not materially burden or impair the fair market value or
                  use of such Property for the purposes for which it is or may
                  reasonably be expected to be held;

                           (f) rights reserved to or vested in any Governmental
                  Agency to control or regulate, or obligations or duties to any
                  Governmental Agency with respect to, the use of any Property;

                           (g) rights reserved to or vested in any Governmental
                  Agency to control or regulate, or obligations or duties to any
                  Governmental Agency with respect to, any right, power,
                  franchise, grant, license, or permit;

                           (h)      present or future zoning laws and ordinances
                  or other laws and ordinances restricting the occupancy, use,
                  or enjoyment of Property;

                           (i) statutory Liens, other than those described in
                  clauses (a) or (b) above, arising in the ordinary course of
                  business with respect to obligations which are not delinquent
                  or are being contested in good faith, provided that, if
                  delinquent, adequate reserves have been set aside with respect
                  thereto as may be required by GAAP and, by reason of
                  nonpayment, no Property is subject to a material impending
                  risk of loss or forfeiture;

                           (j) covenants, conditions, and restrictions affecting
                  the use of Property which in the aggregate do not materially
                  impair the fair market value or use of the Property for the
                  purposes for which it is or may reasonably be expected to be
                  held;

                           (k) rights of tenants under leases and rental
                  agreements covering Property entered into in the ordinary
                  course of business of the Person owning such Property;

                           (l) Liens consisting of pledges or deposits to secure
                  obligations under workers' compensation laws or similar
                  legislation, including Liens of judgments thereunder which are
                  not currently dischargeable;

                           (m) Liens consisting of pledges or deposits of
                  Property to secure performance in connection with operating
                  leases made in the ordinary course of business, provided the
                  aggregate value of all such









                                                    -23-

<PAGE>



                  pledges and deposits in connection with all such leases does
                  not at any time exceed 20% of the annual fixed rentals payable
                  under all such leases;

                           (n) Liens consisting of deposits of Property to
                  secure bids made with respect to, or performance of, contracts
                  (other than contracts creating or evidencing an extension of
                  credit to the depositor);

                           (o) Liens consisting of any right of offset, or
                  statutory bankers' lien, on bank deposit accounts maintained
                  in the ordinary course of business so long as such bank
                  deposit accounts are not established or maintained for the
                  purpose of providing such right of offset or bankers' lien;

                           (p)      Liens consisting of deposits of Property to
                  secure statutory obligations of Borrower;

                           (q)      Liens consisting of deposits of Property to
                  secure (or in lieu of) surety, appeal or customs bonds;

                           (r) Liens created by or resulting from any litigation
                  or legal proceeding in the ordinary course of business which
                  is currently being contested in good faith by appropriate
                  proceedings, provided that, adequate reserves have been set
                  aside as may be required by GAAP and no material Property is
                  subject to a material impending risk of loss or forfeiture;
                  and

                           (s) other non-consensual Liens incurred in the
                  ordinary course of business but not in connection with the
                  incurrence of any Indebtedness, which do not in the aggregate,
                  when taken together with all other Liens, materially impair
                  the fair market value or use of the Property for the purposes
                  for which it is or may reasonably be expected to be held.

                  "Permitted Right of Others" means a Right of Others consisting
         of (a) an interest (other than a legal or equitable co-ownership
         interest, an option or right to acquire a legal or equitable
         co-ownership interest and any interest of a ground lessor under a
         ground lease), that does not materially impair the fair market value or
         use of Property for the purposes for which it is or may reason ably be
         expected to be held, (b) an option or right to acquire a Lien that
         would be a Permitted Encumbrance, (c) the subordination of a lease or
         sublease in









                                                    -24-

<PAGE>



         favor of a financing entity and (d) a license, or similar right, of or
         to Intangible Assets granted in the ordinary course of business.

                  "Person" means any individual or entity, including a trustee,
         corporation, limited liability company, general partnership, limited
         partnership, joint stock company, trust, estate, unincorporated
         organization, business association, firm, joint venture, Governmental
         Agency, or other entity.

                  "Pricing Certificate" means a certificate in the form of
         Exhibit G, properly completed and signed by a Senior Officer of
         Borrower.

                  "Pricing Period" means (a) the period commencing on the
         Closing Date and ending on November 15, 2000, (b) the period commencing
         on November 16, 2000, and each subsequent November 16, and ending on
         the next following February 15, (c) the period commencing on each
         February 16 and ending on the next following May 15, (d) the period
         commencing on each May 16 and ending on the next following August 15
         and (e) the period commencing on each August 16 and ending on the next
         following November 15.

                  "Prime Rate" means the rate of interest publicly announced
         from time to time by the Administrative Agent in San Francisco,
         California (or other headquarters city of the Administrative Agent), as
         its "prime rate." The "prime rate" is one of several base rates used by
         the Administrative Agent and serves as the basis upon which effective
         rates of interest are calculated for loans and other credits making
         reference thereto. The "prime rate" is evidenced by the recording
         thereof after its announcement in such internal publication or
         publications as the Administrative Agent may designate. Any change in
         the Prime Rate announced by the Administrative Agent shall take effect
         at the opening of business on the day specified in the public
         announcement of such change.

                  "Prior Credit Agreement" has the meaning set forth in the
         Recitals to this Agreement.

                  "Prior Lenders" has the meaning set forth in the Recitals to
         this Agreement.

                  "Proforma EBITDA" means with respect to an Acquired Company
         and with respect to any fiscal period, the earnings before taxes,
         interest, depreciation and amortization of that Acquired Company
         (determined in conformity with the definition of "EBITDA") for that
         fiscal period adjusted to









                                                    -25-

<PAGE>



         exclude as an expense any expense item that has been eliminated and not
         replaced as a result of the Acquisition (excluding expense reductions
         attributable to general increases in efficiency, scale of operations,
         etc.).

                  "Projections" means the projected financial information dated
         May 15, 2000 prepared by Borrower and furnished to the Lenders.

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

                  "Pro Rata Share" means, with respect to each Lender, the
         percentage of the Commitments set forth opposite the name of that
         Lender on Schedule 1.1, as such percentage may be increased or
         decreased pursuant to a Commitments Assignment and Acceptance executed
         in accordance with Section 11.8 or pursuant to a Joinder and Assumption
         Agreement executed in accordance with Section 2.7.

                  "Quarterly Payment Date" means the last Banking Day of each
         calendar quarter.

                  "Real Property" means, as of any date of determination, all
         real property then or theretofore owned, leased or occupied by Borrower
         or any of its Subsidiaries.

                  "Regulation D" means Regulation D, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Regulation U" means Regulation U, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Rental Expense" means, with respect to any Person and as of
         the last day of any fiscal period, the aggregate amount paid or payable
         (without duplication) for that fiscal period by that Person to a lessor
         or renter of Property as lease payments or rent (excluding rent under
         Capital Lease Obligations that is treated as Interest Expense) in
         accordance with GAAP.

                  "Request for Letter of Credit" means a written request for a
         Letter of Credit substantially in the form of Exhibit H, signed by a
         Responsible Official









                                                    -26-

<PAGE>



         of Borrower and properly completed to provide all information required
         to be included therein.

                  "Request for Loan" means a written request for a Loan
         substantially in the form of Exhibit I, signed by a Responsible
         Official of Borrower, on behalf of Borrower, and properly completed to
         provide all information required to be included therein.

                  "Requirement of Law" means, as to any Person, the articles or
         certificate of incorporation and by-laws or other organizational or
         governing documents of such Person, and any Law, or judgment, award,
         decree, writ or determination of a Governmental Agency, in each case
         applicable to or binding upon such Person or any of its Property or to
         which such Person or any of its Property is subject.

                  "Requisite Lenders" means (a) as of any date of determination
         if the Commitments are then in effect, two (2) or more Lenders having
         in the aggregate 66-2/3% or more of the Commitments then in effect and
         (b) as of any date of determination if the Commitments have then been
         suspended or terminated and there is then any Indebtedness evidenced by
         the Notes, two (2) or more Lenders holding Notes evidencing in the
         aggregate 66-2/3% or more of the aggregate Indebtedness then evidenced
         by the Notes.

                  "Reserve Amount" means, as of any date of determination, the
         amount (if any) by which Indebtedness permitted by Section 6.9(d)(iii)
         on that date exceeds $5,000,000.

                  "Responsible Official" means, with respect to any entity, (a)
         any Senior Officer of such entity and (b) any other responsible
         official of such entity so designated in a written notice thereof from
         a Senior Officer of such entity to the Administrative Agent. The
         Lenders shall be entitled to conclusively rely upon any document or
         certificate that is signed or executed by a Responsible Official of
         Borrower or any of its Subsidiaries as having been authorized by all
         necessary corporate, partnership and/or other action on the part of
         Borrower or such Subsidiary.

                  "Right of Others" means, as to any Property in which a Person
         has an interest, any legal or equitable right, title or other interest
         (other than a Lien) held by any other Person in that Property, and any
         option or right held by any other Person to acquire any such right,
         title or other interest in that Property, including any option or right
         to acquire a Lien; provided, however, that (a) no covenant restricting
         the use or disposition of Property of such Person contained









                                                    -27-

<PAGE>



         in any Contractual Obligation of such Person and (b) no provision
         contained in a contract creating a right of payment or performance in
         favor of a Person that conditions, limits, restricts, diminishes,
         transfers or terminates such right shall be deemed to constitute a
         Right of Others.

                  "Second Closing Date" has the meaning set forth in Section
         2.7(a) of this Agreement.

                  "Senior Officer" means, with respect to any entity, (a) the
         chief executive officer, (b) the president, (c) the general counsel,
         (d) the chief financial officer, (e) the treasurer or (f) the
         controller, in each case of such entity.

                  "Special Eurodollar Circumstance" means the application or
         adoption after the Closing Date of any Law or interpretation, or any
         change therein or thereof, or any change in the interpretation or
         administration thereof by any Governmental Agency, central bank or
         comparable authority charged with the interpretation or administration
         thereof, or compliance by any Lender or its Eurodollar Lending Office
         with any request or directive (whether or not having the force of Law)
         of any such Governmental Agency, central bank or comparable authority.

                  "Standby Letter of Credit" means each Letter of Credit that is
         not a Commercial Letter of Credit.

                  "Stockholders' Equity" means, as of any date of determination
         and with respect to any Person, the consolidated stockholders' equity
         of the Person as of that date determined in accordance with GAAP;
         provided that there shall be excluded from Stockholders' Equity any
         amount attributable to Disqualified Stock.

                  "Subsidiary" means, as of any date of determination and with
         respect to any Person, any corporation, limited liability company or
         partnership (whether or not, in any case, characterized as such or as a
         "joint venture"), whether now existing or hereafter organized or
         acquired: (a) in the case of a corporation or limited liability
         company, of which a majority of the securities having ordinary voting
         power for the election of directors or other governing body (other than
         securities having such power only by reason of the happening of a
         contingency) are at the time beneficially owned by such Person and/or
         one or more Subsidiaries of such Person, or (b) in the case of a
         partnership, of which a









                                                    -28-

<PAGE>



         majority of the partnership or other ownership interests are at the
         time beneficially owned by such Person and/or one or more of its
         Subsidiaries.

                  "Subsidiary Guarantors" means each Subsidiary of Borrower
         other than Inactive Subsidiaries.

                  "Subsidiary Guaranty" means the continuing guaranty of the
         Obligations to be executed and delivered pursuant to Section 8.1 by the
         Subsidiary Guarantors, in the form of Exhibit J, either as originally
         executed or as it may from time to time be supplemented, modified,
         amended, extended or supplanted.

                  "Swing Line" means the revolving line of credit established by
         the Swing Line Bank in favor of Borrower pursuant to Section 2.9.

                  "Swing Line Documents" means the promissory note and any other
         documents executed by Borrower in favor of the Swing Line Lender in
         connection with the Swing Line.

                  "Swing Line Lender" means Wells Fargo Bank, National
         Association.

                  "Swing Line Loans" means loans made by the Swing Line Lender
         to Borrower pursuant to Section 2.9.

                  "Swing Line Outstandings" means, as of any date of
         determination, the aggregate principal Indebtedness of Borrower on all
         Swing Line Loans then outstanding.

                  "to the best knowledge of" means, when modifying a
         representation, warranty or other statement of any Person, that the
         fact or situation described therein is known by the Person (or, in the
         case of a Person other than a natural Person, known by a Responsible
         Official of that Person) making the representation, warranty or other
         statement, or with the exercise of reasonable due diligence under the
         circumstances (in accordance with the standard of what a reasonable
         Person in similar circumstances would have done) would have been known
         by the Person (or, in the case of a Person other than a natural Person,
         would have been known by a Responsible Official of that Person).

                  "type", when used with respect to any Loan or Advance, means
         the designation of whether such Loan or Advance is an Alternate Base
         Rate Loan or Advance, or a Eurodollar Rate Loan or Advance.









                                                    -29-

<PAGE>



                  "Wholly-Owned Subsidiary" means a Subsidiary of Borrower, 100%
         of the capital stock or other equity interest of which is owned,
         directly or indirectly, by Borrower, except for director's qualifying
         shares required by applicable Laws.

                  1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class.

                  1.3 Accounting Terms. All accounting terms not specifically
defined in this Agreement shall be construed in conformity with, and all
financial data required to be submitted by this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, except as otherwise
specifically prescribed herein. In the event that GAAP changes during the term
of this Agreement such that the covenants contained in Sections 6.11 through
6.14, inclusive, would then be calculated in a different manner or with
different components, (a) Borrower and the Lenders agree to amend this Agreement
in such respects as are necessary to conform those covenants as criteria for
evaluating Borrower's financial condition to substantially the same criteria as
were effective prior to such change in GAAP and (b) Borrower shall be deemed to
be in compliance with the covenants contained in the aforesaid Sections if and
to the extent that Borrower would have been in compliance therewith under GAAP
as in effect immediately prior to such change, but shall have the obligation to
deliver each of the materials described in Article 7 to the Administrative Agent
and the Lenders, on the dates therein specified, with financial data presented
in a manner which conforms with GAAP as in effect immediately prior to such
change.

                  1.4 Rounding. Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

                  1.5 Exhibits and Schedules. All Exhibits and Schedules to this
Agreement, either as originally existing or as the same may from time to time be
supplemented, modified or amended, are incorporated herein by this reference. A
matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

                  1.6 References to "Borrower and its Subsidiaries". Any
reference herein to "Borrower and its Subsidiaries" or the like shall refer
solely to Borrower during such times, if any, as Borrower shall have no
Subsidiaries.









                                                    -30-

<PAGE>



                  1.7 Miscellaneous Terms. The term "or" is disjunctive; the
term "and" is conjunctive. The term "shall" is mandatory; the term "may" is
permissive. Masculine terms also apply to females; feminine terms also apply to
males. The term "including" is by way of example and not limitation.


                                    Article 2
                           LOANS AND LETTERS OF CREDIT

                  2.1  Loans-General.

                           (a) Subject to the terms and conditions set forth in
         this Agreement, at any time and from time to time from the Closing Date
         through the Line A Maturity Date, each Lender shall, pro rata according
         to that Lender's Pro Rata Share of the then applicable Line A
         Commitment, make Advances to Borrower under the Line A Commitment in
         such amounts as Borrower may request that do not result in the sum of
         (i) the aggregate principal amount outstanding under the Line A Notes
         plus (ii) the Aggregate Effective Amount of all outstanding Letters of
         Credit plus (iii) the Swing Line Outstandings plus (iv) the Reserve
         Amount to exceed the Line A Commitment. Subject to the limitations set
         forth herein, Borrower may borrow, repay and reborrow under the Line A
         Commitment without premium or penalty.

                           (b) Subject to the terms and conditions set forth in
         this Agreement, each Lender shall, pro rata according to that Lender's
         Pro Rata Share of the Line B Commitment, make an Advance to Borrower
         under the Line B Commitment on the Closing Date such that the aggregate
         of all such Advances equals $43,382,352.94. Subject to the terms and
         conditions set forth in this Agreement, each Lender or other financial
         institution which has executed a Joinder and Assumption Agreement
         pursuant to Section 2.7 (each, an "Increasing Lender") shall make an
         Advance to Borrower under the Line B Commitment on the Second Closing
         Date in the amount of such Increasing Lender's portion of the aggregate
         increase in the Line B Commitment on the Second Closing Date. Amounts
         repaid under the Line B Loans may not be reborrowed.

                           (c) Subject to the next sentence, each Loan shall be
         made pursuant to a Request for Loan which shall specify the requested
         (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan and
         (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for
         such Loan. Unless the Administrative Agent has notified, in its sole
         and absolute discretion, Borrower









                                                    -31-

<PAGE>



         to the contrary, a Loan may be requested by telephone by a Responsible
         Official of Borrower, in which case Borrower shall confirm such request
         by promptly delivering a Request for Loan (conforming to the preceding
         sentence) in person or by telecopier or electronic mail to the
         Administrative Agent. Administrative Agent shall incur no liability
         whatsoever hereunder in acting upon any telephonic request for Loan
         purportedly made by a Responsible Official of Borrower, and Borrower
         hereby agrees to indemnify the Administrative Agent from any loss,
         cost, expense or liability as a result of so acting.

                           (d) Promptly following receipt of a Request for Loan,
         the Administrative Agent shall notify each Lender by telephone,
         telecopier or electronic mail (and if by telephone, promptly confirmed
         by telecopier or electronic mail) of the date and type of the Loan, the
         applicable Eurodollar Period and that Lender's Pro Rata Share of the
         Loan. Not later than 10:00 a.m., California time, on the date specified
         for any Loan (which must be a Banking Day), each Lender shall make its
         Pro Rata Share of the Loan in immediately available funds available to
         the Administrative Agent at the Administrative Agent's Office. Upon
         satisfaction or waiver of the applicable conditions set forth in
         Article 8, all Advances shall be credited on that date in immediately
         available funds to the Designated Deposit Account.

                           (e) Unless the Requisite Lenders otherwise consent,
         each Alternate Base Rate Loan shall be not less than $500,000 and in an
         integral multiple of $100,000 and each Eurodollar Rate Loan shall be
         not less than $1,000,000 and in an integral multiple of $100,000.

                           (f) Notwithstanding Section 2.1(c), during the period
         commencing on the Closing Date and ending on the earlier of (i) six (6)
         months after the Closing Date or (ii) the completion of the syndication
         process referred to in Section 5.13, Borrower may not request a
         Eurodollar Rate Loan with a Eurodollar Period longer than one (1)
         month.

                           (g) The Advances made by each Lender under the Line A
         Commitment shall be evidenced by that Lender's Line A Note. The
         Advances made by each Lender under the Line B Commitment shall be
         evidenced by that Lender's Line B Note.

                           (h)      A Request for Loan shall be irrevocable upon
         the Administrative Agent's first notification thereof.










                                                    -32-

<PAGE>



                           (i) If no Request for Loan (or telephonic request for
         Loan referred to in the second sentence of Section 2.1(c), if
         applicable) has been made within the requisite notice periods set forth
         in Section 2.2 or 2.3 prior to the end of the Eurodollar Period for any
         outstanding Eurodollar Rate Loan, then on the last day of such
         Eurodollar Period, such Eurodollar Rate Loan shall be automatically
         converted into an Alternate Base Rate Loan in the same amount.

                  2.2 Alternate Base Rate Loans. Each request by Borrower for an
Alternate Base Rate Loan shall be made pursuant to a Request for Loan (or
telephonic or other request for loan referred to in the second sentence of
Section 2.1(c), if appli cable) received by the Administrative Agent, at the
Administrative Agent's Office, not later than 9:00 a.m. California time, on the
date (which must be a Banking Day) immediately prior to the date of the
requested Alternate Base Rate Loan. All Loans shall constitute Alternate Base
Rate Loans unless properly designated as a Eurodollar Rate Loan pursuant to
Section 2.3.

                  2.3  Eurodollar Rate Loans.

                           (a) Each request by Borrower for a Eurodollar Rate
         Loan shall be made pursuant to a Request for Loan (or telephonic or
         other request for Loan referred to in the second sentence of Section
         2.1(c), if applicable) received by the Administrative Agent, at the
         Administrative Agent's Office, not later than 9:00 a.m., California
         time, at least three (3) Eurodollar Banking Days before the first day
         of the applicable Eurodollar Period.

                           (b) On the date which is two (2) Eurodollar Banking
         Days before the first day of the applicable Eurodollar Period, the
         Administrative Agent shall confirm its determination of the applicable
         Eurodollar Rate (which determination shall be conclusive in the absence
         of manifest error) and promptly shall give notice of the same to
         Borrower and the Lenders by telephone, telecopier or electronic mail
         (and if by telephone, promptly confirmed by telecopier or electronic
         mail).

                           (c) Unless the Administrative Agent and the Requisite
         Lenders otherwise consent, no more than five (5) Eurodollar Rate Loans
         shall be out standing at any one time.

                           (d)      No Eurodollar Rate Loan may be requested
         during the continuation of a Default or Event of Default.










                                                    -33-

<PAGE>



                           (e) Nothing contained herein shall require any Lender
         to fund any Eurodollar Rate Advance in the Designated Eurodollar
         Market.

                  2.4  Letters of Credit.

                           (a) Subject to the terms and conditions hereof, at
         any time and from time to time from the Closing Date through the Line A
         Maturity Date, the Issuing Lender shall issue such Letters of Credit
         under the Line A Commitment as Borrower may request by a Request for
         Letter of Credit; provided that (i) giving effect to all such Letters
         of Credit, the sum of (A) the aggregate principal amount outstanding
         under the Line A Notes plus (B) the Aggregate Effective Amount of all
         outstanding Letters of Credit, plus (C) the Swing Line Outstandings,
         does not exceed the then applicable Line A Commitment and (ii) the
         Aggregate Effective Amount under all outstanding Letters of Credit does
         not exceed $10,000,000. Each Letter of Credit shall be in a form
         reasonably acceptable to the Issuing Lender. Unless all the Lenders
         otherwise consent in a writing delivered to the Administrative Agent,
         the term of any Standby Letter of Credit shall not exceed one (1) year
         or extend beyond the Line A Maturity Date and the term of any
         Commercial Letter of Credit shall not exceed one hundred eighty (180)
         days or extend beyond the Line A Maturity Date.

                           (b) Each Request for Letter of Credit shall be
         submitted to the Issuing Lender, with a copy to the Administrative
         Agent, at least three (3) Banking Days prior to the date upon which the
         related Letter of Credit is proposed to be issued. The Administrative
         Agent shall promptly notify the Issuing Lender whether such Request for
         Letter of Credit, and the issuance of a Letter of Credit pursuant
         thereto, conforms to the requirements of this Agreement. Upon issuance
         of a Letter of Credit, the Issuing Lender shall promptly notify the
         Administrative Agent, and the Administrative Agent shall promptly
         notify the Lenders, of the amount and terms thereof.

                           (c) Upon the issuance of a Letter of Credit, each
         Lender shall be deemed to have purchased a pro rata participation in
         such Letter of Credit from the Issuing Lender in an amount equal to
         that Lender's Pro Rata Share. Without limiting the scope and nature of
         each Lender's participation in any Letter of Credit, to the extent that
         the Issuing Lender has not been reimbursed by Borrower for any payment
         required to be made by the Issuing Lender under any Letter of Credit,
         each Lender shall, pro rata according to its Pro Rata Share of the Line
         A Commitment, reimburse the Issuing Lender through the Administrative
         Agent promptly upon demand for the amount of such payment. The
         obligation of each Lender to so reimburse the Issuing Lender shall be









                                                    -34-

<PAGE>



         absolute and unconditional and shall not be affected by the occurrence
         of an Event of Default or any other occurrence or event. Any such
         reimbursement shall not relieve or otherwise impair the obligation of
         Borrower to reimburse the Issuing Lender for the amount of any payment
         made by the Issuing Lender under any Letter of Credit together with
         interest as hereinafter provided.

                           (d) Borrower agrees to pay to the Issuing Lender
         through the Administrative Agent an amount equal to any payment made by
         the Issuing Lender with respect to each Letter of Credit within one (1)
         Banking Day after demand made by the Issuing Lender therefor, together
         with interest on such amount from the date of any payment made by the
         Issuing Lender at the rate applicable to Alternate Base Rate Loans for
         two (2) Banking Days and thereafter at the Default Rate. The principal
         amount of any such payment shall be used to reimburse the Issuing
         Lender for the payment made by it under the Letter of Credit and, to
         the extent that the Lenders have not reimbursed the Issuing Lender
         pursuant to Section 2.4(c), the interest amount of any such payment
         shall be for the account of the Issuing Lender. Each Lender that has
         reimbursed the Issuing Lender pursuant to Section 2.4(c) for its Pro
         Rata Share of any payment made by the Issuing Lender under a Letter of
         Credit shall thereupon acquire a pro rata participation, to the extent
         of such reimbursement, in the claim of the Issuing Lender against
         Borrower for reimbursement of principal and interest under this Section
         2.4(d) and shall share, in accordance with that pro rata participation,
         in any principal payment made by Borrower with respect to such claim
         and in any interest payment made by Borrower (but only with respect to
         periods subsequent to the date such Lender reimbursed the Issuing
         Lender) with respect to such claim.

                           (e) Borrower may, pursuant to a Request for Loan,
         request that Advances be made pursuant to Section 2.1(a) to provide
         funds for the payment required by Section 2.4(d). The proceeds of such
         Advances shall be paid directly to the Issuing Lender to reimburse it
         for the payment made by it under the Letter of Credit.

                           (f) If Borrower fails to make the payment required by
         Section 2.4(d) within the time period therein set forth, in lieu of the
         reimbursement to the Issuing Lender under Section 2.4(c) the Issuing
         Lender may (but is not required to), without notice to or the consent
         of Borrower, instruct the Administrative Agent to cause Alternate Base
         Rate Advances to be made by the Lenders under the Line A Commitment in
         an aggregate amount equal to the amount paid by the Issuing Lender with
         respect to that Letter of Credit. The proceeds of such Alternate Base
         Rate Advances shall be paid









                                                    -35-

<PAGE>



         directly to the Issuing Lender to reimburse it for the payment made by
         it under the Letter of Credit.

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

                           (h) The obligation of Borrower to pay to the Issuing
         Lender the amount of any payment made by the Issuing Lender under any
         Letter of Credit shall be absolute, unconditional, and irrevocable,
         subject only to performance by the Issuing Lender of its obligations to
         Borrower under Uniform Commercial Code Section 5108. Without limiting
         the foregoing, Borrower's obligations shall not be affected by any of
         the following circumstances:

                                    (i)     any lack of validity or
         enforceability prior to its stated expiration date of the Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

                                    (ii) any amendment or waiver of or any
                  consent to departure from the Letter of Credit, this
                  Agreement, or any other agreement or instrument relating
                  thereto, with the consent of Borrower;

                                    (iii) the existence of any claim, setoff,
                  defense, or other rights which Borrower may have at any time
                  against the Issuing Lender, the Administrative Agent or any
                  Lender, any beneficiary of the Letter of Credit (or any
                  persons or entities for whom any such beneficiary may be
                  acting) or any other Person, whether in connection with the
                  Letter of Credit, this Agreement, or any other agreement or
                  instrument relating thereto, or any unrelated transactions;

                                    (iv) any demand, statement, or any other
                  document presented under the Letter of Credit proving to be
                  forged, fraudulent, invalid, or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect whatsoever so long as any such document appeared
                  substantially to comply with the terms of the Letter of
                  Credit;

                                    (v) the existence, character, quality,
                  quantity, condition, packing, value or delivery of any
                  Property purported to be represented by documents presented in
                  connection with any Letter of Credit or any









                                                    -36-

<PAGE>



                  difference between any such Property and the character,
                  quality, quantity, condition, or value of such Property as
                  described in such documents;

                                    (vi) the time, place, manner, order or
                  contents of shipments or deliveries of Property as described
                  in documents presented in connection with any Letter of Credit
                  or the existence, nature and extent of any insurance relative
                  thereto;

                                    (vii)   the solvency or financial
                  responsibility of any party issuing any documents in
                  connection with a Letter of Credit;

                                    (viii)  any failure or delay in notice of
                  shipments or arrival of any Property;

                                    (ix) any error in the transmission of any
                  message relating to a Letter of Credit not caused by the
                  Issuing Lender, or any delay or interruption in any such
                  message;

                                    (x)     any error, neglect or default of any
                  correspondent of the Issuing Lender in connection with a
                  Letter of Credit;

                                    (xi) any consequence arising from acts of
                  God, war, insurrection, civil unrest, disturbances, labor
                  disputes, emergency conditions or other causes beyond the
                  control of the Issuing Lender; and

                                    (xii) so long as the Issuing Lender in good
                  faith and in conformity with customary standards of care in
                  the banking industry determines that the contract or document
                  appears substantially to comply with the terms of the Letter
                  of Credit, the form, accuracy, genuineness or legal effect of
                  any contract or document referred to in any document submitted
                  to the Issuing Lender in connection with a Letter of Credit.

                           (i) The Issuing Lender shall be entitled to the
         protection accorded to the Administrative Agent pursuant to Section
         10.6, mutatis mutandis.

                           (j) The Uniform Customs and Practice for Documentary
         Credits, as published in its most current version by the International
         Chamber of Commerce, shall be deemed a part of this Section and shall
         apply to all Letters of Credit.









                                                    -37-

<PAGE>



                  2.5 Voluntary Reduction of Line A Commitment. Borrower shall
have the right, at any time and from time to time, without penalty or charge,
upon at least five (5) Banking Days' prior written notice by a Responsible
Official of Borrower to the Administrative Agent, voluntarily to reduce,
permanently and irrevocably, in aggregate principal amounts in an integral
multiple of $1,000,000 but not less than $5,000,000, or to terminate, all or a
portion of the then undisbursed portion of the Line A Commitment. The
Administrative Agent shall promptly notify the Lenders of any reduction or
termination of the Line A Commitment under this Section.

                  2.6 Optional Termination of Commitments. Following the
occurrence of a Change in Control or a Change in Management, the Requisite
Lenders may in their sole and absolute discretion elect, during the thirty (30)
day period immediately subsequent to the later of (a) such occurrence or (b) the
earlier of (i) receipt of Borrower's written notice to the Administrative Agent
of such occurrence or (ii) if no such notice has been received by the
Administrative Agent, the date upon which the Administrative Agent has actual
knowledge thereof, to terminate the Commitments, in which case the Commitments
shall be terminated effective on the date which is sixty (60) days subsequent to
written notice from the Administrative Agent to Borrower thereof.

                  2.7  Voluntary Increases to Commitments.

                  (a) Borrower may, by giving three (3) Banking Days' prior
         written notice to the Administrative Agent, request a one-time increase
         in the Commitments, provided that (i) the effective date of any such
         increase shall be no later than August 31, 2000 (such effective date
         being the "Second Closing Date"), (ii) as of the date of such request,
         and as of the Second Closing Date, no Default or Event of Default shall
         have occurred, (iii) such request shall be for an increase in each
         Commitment which is an integral multiple of $500,000, (iv) after giving
         effect to such increase the Line A Commitment shall not exceed
         $120,000,000 and the Line B Commitment shall not exceed $50,000,000,
         and (v) without the written consent of a Lender, the amount of such
         Lender's Pro Rata Share of the Commitments shall not be increased.
         Nothing contained in this Section 2.7 shall be construed as a
         commitment on behalf of the Administrative Agent or any Lender to
         assume any increase in the Commitments.

                  (b) Each Person which assumes any portion of an increase in
         the Commitments on the Second Closing Date shall be a willing financial
         institution which qualifies as an Eligible Assignee and shall be
         reasonably acceptable to the Administrative Agent.









                                                    -38-

<PAGE>



                  (c) Borrower and each Lender or other financial institution
         which assumes all or any portion of a proposed increase in the
         Commitments on the Second Closing Date shall execute and deliver to the
         Administrative Agent a Joinder and Assumption Agreement. The effective
         date of any proposed increase in the Commitments shall be as specified
         in the Joinder and Assumption Agreement, but unless the Administrative
         Agent otherwise consents, not earlier than the date which is three (3)
         Banking Days after the date the Administrative Agent has registered the
         Joinder and Assumption Agreement in the register kept for that purpose
         by the Administrative Agent described below. Upon the effective date of
         such Joinder and Assumption Agreement, the Lender or other assuming
         financial institution named therein shall be a Lender for all purposes
         of this Agreement, with the Pro Rata Share of the Commitments therein
         set forth. Borrower agrees that it shall execute and deliver (against
         delivery by any Lender which has assumed a greater portion of the
         increased Commitments of its Notes), Notes evidencing that Lender's or
         other assuming financial institution's Pro Rata Share of the
         Commitments.

                  (d) By executing and delivering a Joinder and Assumption
         Agreement, the Lender or other assuming financial institution
         thereunder acknowledges and agrees that (i) it has received a copy of
         this Agreement, together with copies of the most recent financial
         statements delivered pursuant to Section 7.1 and such other documents
         and information as it has deemed appropriate to make its own credit
         analysis and decision to enter into such Joinder and Assumption
         Agreement; (ii) it will, independently and without reliance upon the
         Administrative Agent or any Lender and based on such documents and
         information as it shall deem appropriate at the time, continue to make
         its own credit decisions in taking or not taking action under this
         Agreement; (iii) it appoints and authorizes the Administrative Agent to
         take such action and to exercise such powers under this Agreement as
         are delegated to the Administrative Agent by this Agreement; and (iv)
         it will perform in accordance with their terms all of the obligations
         which by the terms of this Agreement are required to be performed by it
         as a Lender.

                  (e) The Administrative Agent shall maintain at the
         Administrative Agent's Office a copy of each Joinder and Assumption
         Agreement delivered to it and a register for recordation of the names
         and addresses of the Lenders under the Commitments and their respective
         Pro Rata Shares of the Commitments. Upon receipt of a completed Joinder
         and Assumption Agreement executed by Borrower and the assuming Lender
         or other financial institution, the Administrative Agent shall record
         the increase in the Commitments and the assuming Lender's or other
         financial institution's assumption thereof in such









                                                    -39-

<PAGE>



         register. The entries in such register shall be conclusive in the
         absence of manifest error, and Borrower, the Administrative Agent and
         the Lenders shall deem each Person whose name is recorded in such
         register as a Lender hereunder for all purposes of this Agreement.

                  (f) The Administrative Agent shall promptly inform the Lenders
         of the identity of each Lender or other financial institution which
         executes a Joinder and Assumption Agreement and shall provide each
         Lender and Borrower with a revised Schedule 1.1 giving effect thereto.
         On the Second Closing Date each Lender or other financial institution
         assuming an increase in the Commitments shall make such Advances, and
         each Closing Date Lender shall receive such repayments on outstanding
         Advances of such Closing Date Lender, as shall be necessary to cause
         the outstanding Advances of each Lender, as of the Second Closing Date,
         to equal such Lender's applicable Pro Rata Share of the Commitments as
         adjusted as of the Second Closing Date.

                  2.8 Administrative Agent's Right to Assume Funds Available for
Advances. Unless the Administrative Agent shall have been notified by any Lender
no later than 10:00 a.m. on the Banking Day of the proposed funding by the
Administrative Agent of any Loan that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of the total amount
of such Loan, the Administrative Agent may assume that such Lender has made such
amount avail able to the Administrative Agent on the date of the Loan and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower a corresponding amount. If the Administrative Agent has made funds
available to Borrower based on such assumption and such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent promptly shall notify Borrower and Borrower shall pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover from such Lender interest on such corre sponding amount in
respect of each day from the date such corresponding amount was made available
by the Administrative Agent to Borrower to the date such corres ponding amount
is recovered by the Administrative Agent, at a rate per annum equal to the daily
Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its share of the Commitments or to prejudice any
rights which the Administrative Agent or Borrower may have against any Lender as
a result of any default by such Lender hereunder.










                                                    -40-

<PAGE>



                  2.9 Swing Line. (a) The Swing Line Lender shall from time to
time from the Closing Date through the day prior to the Line A Maturity Date
make Swing Line Loans to Borrower in such amounts as Borrower may request,
provided that (a) giving effect thereto, the sum of (i) the aggregate principal
amount outstanding under the Line A Notes plus (ii) the Aggregate Effective
Amount of all outstanding Letters of Credit plus (iii) the Swing Line
Outstandings does not exceed the Line A Commitment, (b) after giving effect to
such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000, (c)
without the consent of all of the Lenders, no Swing Line Loan may be made during
the continuation of an Event of Default and (d) the Swing Line Lender has not
given at least twenty-four (24) hours prior notice to Borrower that availability
under the Swing Line is suspended or terminated. Borrower may borrow, repay and
reborrow under this Section. Unless notified to the contrary by the Swing Line
Lender, borrowings under the Swing Line may be made in amounts which are
integral multiples of $100,000 (or the remaining availability under the Swing
Line) upon telephonic request by a Responsible Official of Borrower made to the
Administrative Agent not later than 1:00 p.m., California time, on the Banking
Day of the requested borrowing (which telephonic request shall be promptly
confirmed in writing by telecopier or electronic mail). Promptly after receipt
of such a request for borrowing, the Administrative Agent shall provide
telephonic verification to the Swing Line Lender that, after giving effect to
such request, availability for Loans will exist under Section 2.1(a) (and such
verification shall be promptly confirmed in writing by telecopier or electronic
mail). Unless notified to the contrary by the Swing Line Lender, each repayment
of a Swing Line Loan shall be in an amount which is an integral multiple of
$100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line
Lender of its intention to make a repayment of a Swing Line Loan not later than
1:00 p.m. California time on the date of repayment. If Borrower instructs the
Swing Line Lender to debit its demand deposit account at the Swing Line Lender
in the amount of any payment with respect to a Swing Line Loan, or the Swing
Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a
Banking Day, such payment shall be deemed received on the next Banking Day. The
Swing Line Lender shall promptly notify the Administrative Agent of the Swing
Loan Outstandings each time there is a change therein.

                  (b) Swing Line Loans shall bear interest at a fluctuating rate
per annum equal to the Alternate Base Rate. Interest shall be payable on such
dates, not more frequent than monthly, as may be specified by the Swing Line
Lender and in any event on the Line A Maturity Date. The Swing Line Lender shall
be responsible for invoicing Borrower for such interest. The interest payable on
Swing Line Loans is solely for the account of the Swing Line Lender (subject to
clause (d) below).










                                                    -41-

<PAGE>



                  (c) The Swing Line Loans shall be payable on demand made by
the Swing Line Lender and in any event on the Line A Maturity Date.

                  (d) Upon the making of a Swing Line Loan, each Lender shall be
deemed to have purchased from the Swing Line Lender a participation therein in
an amount equal to that Lender's Pro Rata Share of the Line A Commitment times
the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender,
each Lender shall, according to its Pro Rata Share of the Line A Commitment,
promptly provide to the Swing Line Lender its purchase price therefor in an
amount equal to its participation therein. The obligation of each Lender to so
provide its purchase price to the Swing Line Lender shall be absolute and
unconditional (except only demand made by the Swing Line Lender) and shall not
be affected by the occurrence of a Default or Event of Default; provided that no
Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans
to the extent that the sum of (A) the aggregate principal amount plus (B) the
Aggregate Effective Amount of all outstanding Letters of Credit plus (C) the
Swing Line Outstandings exceeds the Line A Commitment, (ii) Swing Line Loans to
the extent that Swing Line Outstandings are in excess of $10,000,000 and (iii)
any Swing Line Loan made (absent the consent of all of the Lenders) during the
continuation of an Event of Default. Each Lender that has provided to the Swing
Line Lender the purchase price due for its participation in Swing Line Loans
shall thereupon acquire a pro rata participation, to the extent of such payment,
in the claim of the Swing Line Lender against Borrower for principal and
interest and shall share, in accordance with that pro rata participation, in any
principal payment made by Borrower with respect to such claim and in any
interest payment made by Borrower (but only with respect to periods subsequent
to the date such Lender paid the Swing Line Lender its purchase price) with
respect to such claim.

                  (e) In the event that the Swing Line Outstandings are in
excess of $500,000 on five (5) consecutive Banking Days, then on the next
Banking Day (unless Borrower has made other arrangements acceptable to the Swing
Line Lender to reduce the Swing Line Outstandings below $500,000), Borrower
shall request a Loan pursuant to Section 2.1 sufficient to reduce the Swing Line
Outstandings below $500,000. In addition, upon any demand for payment of the
Swing Line Outstandings by the Swing Line Lender (unless Borrower has made other
arrangements acceptable to the Swing Line Lender to reduce the Swing Line
Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a)
sufficient to repay all Swing Line Outstandings (and, for this purpose, Section
2.1(e) shall not apply). In each case, the Administrative Agent shall
automatically provide the responsive Advances made by each Lender to the Swing
Line Lender (which the Swing Line Lender shall then apply to the Swing Line
Outstandings). In the event that Borrower fails to request a Loan within the
time specified by Section 2.2 on any such date, the Administrative Agent may,
but is not









                                                    -42-

<PAGE>



required to, without notice to or the consent of Borrower, cause Alternate Base
Rate Advances to be made by the Lenders under the Line A Commitment in amounts
which are sufficient to reduce the Swing Line Outstandings as required above.
The proceeds of such Advances shall be paid directly to the Swing Line Lender
for application to the Swing Line Outstandings.


                                    Article 3
                                PAYMENTS AND FEES

                  3.1  Principal and Interest.

                           (a) Interest shall be payable on the outstanding
         daily unpaid principal amount of each Advance from the date thereof
         until payment in full is made and shall accrue and be payable at the
         rates set forth or provided for herein before and after Default, before
         and after maturity, before and after judgment, and before and after the
         commencement of any proceeding under any Debtor Relief Law, with
         interest on overdue interest at the Default Rate to the fullest extent
         permitted by applicable Laws.

                           (b) Interest accrued on each Alternate Base Rate Loan
         shall be due and payable on each Quarterly Payment Date. Except as
         otherwise pro vided in Section 3.9, the unpaid principal amount of any
         Alternate Base Rate Loan shall bear interest at a fluctuating rate per
         annum equal to the Alternate Base Rate plus the Applicable Alternate
         Base Rate Margin. Each change in the interest rate under this Section
         3.1(b) due to a change in the Alternate Base Rate shall take effect
         simultaneously with the corresponding change in the Alternate Base
         Rate.

                           (c) Interest accrued on each Eurodollar Rate Loan
         which is for a term of three months or less shall be due and payable on
         the last day of the related Eurodollar Period. Interest accrued on each
         other Eurodollar Rate Loan shall be due and payable on the date which
         is three months after the date such Eurodollar Rate Loan was made (and,
         in the event that all of the Lenders have approved a Eurodollar Period
         of longer than six months, every three months thereafter through the
         last day of the Eurodollar Period) and on the last day of the related
         Eurodollar Period. Except as otherwise provided in Section 3.9, the
         unpaid principal amount of any Eurodollar Rate Loan shall bear interest
         at a rate per annum equal to the Eurodollar Rate for that Eurodollar
         Rate Loan plus the Applicable Eurodollar Rate Margin.










                                                    -43-

<PAGE>



                           (d)      If not sooner paid, the principal
         Indebtedness evidenced by the Notes shall be payable as follows:

                                    (i) the amount, if any, by which the sum of
                  (A) the principal Indebtedness evidenced by the Line A Notes
                  plus (B) the Aggregate Effective Amount of all outstanding
                  Letters of Credit plus (C) the Swing Line Outstandings plus
                  (D) the Reserve Amount at any time exceeds the then applicable
                  Line A Commitment (including the Line A Commitment as reduced
                  pursuant to Section 2.5) shall be payable immediately;

                                    (ii) the Line B Commitment Amortization
                  Amount with respect to each applicable Amortization Date under
                  the Line B Notes shall be payable on such Amortization Date;

                                    (iii)   the principal Indebtedness evidenced
                  by the Line A Notes shall in any event be payable on the Line
                  A Maturity Date; and

                                    (iv) the principal Indebtedness evidenced by
                  the Line B Notes shall in any event be payable on the Line B
                  Maturity Date.

                           (e) The principal Indebtedness evidenced by the Notes
         may, at any time and from time to time, voluntarily be paid or prepaid
         in whole or in part without premium or penalty, except that with
         respect to any voluntary prepayment under this Subsection, (i) any
         partial prepayment of an Alternate Base Rate Loan shall be not less
         than $500,000 and shall be an integral multiple of $100,000 (or the
         aggregate Indebtedness evidenced by the Line A Notes or Line B Notes,
         as applicable), (ii) any partial prepayment of a Eurodollar Rate Loan
         shall be not less than $1,000,000 and shall be an integral multiple of
         $100,000 (or the aggregate Indebtedness evidenced by the Notes, as
         applicable), (iii) the Administrative Agent shall have received written
         notice of any prepay ment by 9:00 a.m. California time on the date that
         is one (1) Banking Day before the date of prepayment (which must be a
         Banking Day) in the case of an Alternate Base Rate Loan, and, in the
         case of a Eurodollar Rate Loan, two (2) Banking Days before the date of
         prepayment, which notice shall identify the date and amount of the
         prepayment and the Loan(s) being prepaid, (iv) each prepayment of
         principal on any Eurodollar Rate Loan shall be accompanied by payment
         of interest accrued to the date of payment on the amount of principal
         paid, (v) any payment or prepayment of all or any part of any
         Eurodollar Rate Loan on a day other than the last day of the applicable
         Eurodollar Period shall be subject to Section 3.8(d), and (vi)
         prepayment of any of the Line B Notes









                                                    -44-

<PAGE>



         under this Subsection shall be applied pro rata to each of the
         principal installments under such Line B Note(s) being so prepaid.

                  3.2 Arrangement Fee. On the Closing Date, Borrower shall pay
to the Lead Arranger the arrangement fee as heretofore agreed upon by letter
agreement dated July 31, 2000 between Borrower and the Lead Arranger. The
arrangement fee paid to the Lead Arranger is solely for its own account and is
nonrefundable.

                  3.3 Participation Fee. On the Closing Date, Borrower shall pay
to the Administrative Agent, for the ratable accounts of the Closing Date
Lenders pro rata according to their Pro Rata Share of the Commitments, a
participation fee equal to .1% (10 basis points) times the Commitments. On the
Second Closing Date, Borrower shall pay to the Administrative Agent, for the
ratable accounts of the Lenders or other financial institutions assuming an
increase in the Commitments on the Second Closing Date, pro rata according to
their Pro Rata Share of such increase in the Commitments, a participation fee
equal to .1% (10 basis points) times the aggregate amount of such increase in
the Commitments. On each anniversary of the Closing Date, Borrower shall pay to
the Administrative Agent, for the ratable accounts of the Lenders pro rata
according to their Pro Rata Share of the Commitments, a participation fee equal
to .1% (10 basis points) times the Commitments. Each participation fee paid to
each Lender is solely for its account and is non-refundable.

                  3.4 Agency Fee. On the Closing Date, and on each anniversary
thereof, Borrower shall pay to the Administrative Agent the agency fee as
heretofore agreed upon by letter agreement dated July 31, 2000 between Borrower
and the Administrative Agent. The agency fee paid to the Administrative Agent is
solely for its own account and is nonrefundable.

                  3.5 Commitment Fee. From the Closing Date through the Line A
Maturity Date, Borrower shall pay to the Administrative Agent, for the ratable
accounts of the Lenders pro rata according to their Pro Rata Share of the Line A
Commitment, a commitment fee equal to .25% (25 basis points) per annum times the
average daily amount by which the Line A Commitment exceeds the sum of (a) the
aggregate daily principal Indebtedness evidenced by the Line A Notes plus (b)
the Aggregate Effective Amount of all outstanding Letters of Credit. The
commitment fee shall be payable quarterly in arrears as of each Quarterly
Payment Date within three (3) Banking Days after receipt by Borrower of an
invoice therefor from the Administrative Agent.

                  3.6  Letter of Credit Fees.  With respect to each Letter of
Credit, Borrower shall pay the following fees:









                                                    -45-

<PAGE>



                           (a) concurrently with the issuance of each Standby
         Letter of Credit, a letter of credit issuance fee to the Issuing Lender
         for the sole account of the Issuing Lender, in an amount equal to .125%
         (12.5 basis points) per annum times the face amount of such Standby
         Letter of Credit through the termination or expiration of such Standby
         Letter of Credit;

                           (b) concurrently with the issuance of each Standby
         Letter of Credit, to the Administrative Agent for the ratable account
         of the Lenders in accordance with their Pro Rata Share of the Line A
         Commitment, a standby letter of credit fee in an amount equal to the
         Applicable Standby Letter of Credit Fee Rate as of the date of such
         issuance times the face amount of such Standby Letter of Credit through
         the termination or expiration of such Standby Letter of Credit, which
         the Administrative Agent shall promptly pay to the Lenders; and

                           (c) concurrently with the issuance, negotiation, and
         any other activity with respect to each Commercial Letter of Credit, to
         the Issuing Lender for the sole account of the Issuing Lender,
         issuance, negotiation and other activity fees payable under the Issuing
         Lender's then standard commercial letter of credit policies.

Each of the fees payable with respect to Letters of Credit under this Section is
earned when due and is nonrefundable.

                  3.7 Increased Commitment Costs. If any Lender shall determine
in good faith that the introduction after the Closing Date of any applicable
law, rule, regulation or guideline regarding capital adequacy, or any change
therein or any change in the interpretation or administration thereof by any
central bank or other Governmental Agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its Eurodollar Lending
Office) or any corporation controlling such Lender, with any request, guideline
or directive regarding capital adequacy (whether or not having the force of Law)
of any such central bank or other authority not imposed as a result of such
Lender's or such corporation's failure to comply with any other Laws, affects or
would affect the amount of capital required or expected to be main tained by
such Lender or any corporation controlling such Lender and (taking into con
sideration such Lender's or such corporation's policies with respect to capital
adequacy and such Lender's desired return on capital) determines in good faith
that the amount of such capital is increased, or the rate of return on capital
is reduced, as a consequence of its obligations under this Agreement, then,
within five (5) Banking Days after demand of such Lender, Borrower shall pay to
such Lender, from time to time as specified in good faith by such Lender,
additional amounts sufficient to compensate such Lender in light of such
circumstances, to the extent reasonably









                                                    -46-

<PAGE>



allocable to such obligations under this Agreement, provided that Borrower shall
not be obligated to pay any such amount which arose prior to the date which is
ninety (90) days preceding the date of such demand or is attributable to periods
prior to the date which is ninety (90) days preceding the date of such demand.
Each Lender's determination of such amounts shall be conclusive in the absence
of manifest error.

                  3.8  Eurodollar Costs and Related Matters.

                           (a)      If, after the date hereof, the existence or
          occurrence of any Special Eurodollar Circumstance:

                                    (1) shall subject any Lender or its
                  Eurodollar Lending Office to any tax, duty or other charge or
                  cost with respect to any Eurodollar Rate Advance, any of its
                  Notes evidencing Eurodollar Rate Loans or its obligation to
                  make Eurodollar Rate Advances, or shall change the basis of
                  taxation of payments to any Lender attributable to the
                  principal of or interest on any Eurodollar Rate Advance or any
                  other amounts due under this Agreement in respect of any
                  Eurodollar Rate Advance, any of its Notes evidencing
                  Eurodollar Rate Loans or its obligation to make Eurodollar
                  Rate Advances, excluding (i) taxes imposed on or measured in
                  whole or in part by its overall net income by (A) any
                  jurisdiction (or political subdivision thereof) in which it is
                  orga nized or maintains its principal office or Eurodollar
                  Lending Office or (B) any jurisdiction (or political
                  subdivision thereof) in which it is "doing business" and (ii)
                  any withholding taxes or other taxes based on net income
                  imposed by the United States of America for any period with
                  respect to which it has failed to provide Borrower with the
                  appropriate form or forms required by Section 11.21, to the
                  extent such forms are then required by applicable Laws;

                                    (2) shall impose, modify or deem applicable
                  any reserve not applicable or deemed applicable on the date
                  hereof (including any reserve imposed by the Board of
                  Governors of the Federal Reserve System, special deposit,
                  capital or similar requirements against assets of, deposits
                  with or for the account of, or credit extended by, any Lender
                  or its Eurodollar Lending Office); or

                                    (3) shall impose on any Lender or its
                  Eurodollar Lending Office or the Designated Eurodollar Market
                  any other condition affecting any Eurodollar Rate Advance, any
                  of its Notes evidencing









                                                    -47-

<PAGE>



                  Eurodollar Rate Loans, its obligation to make Eurodollar Rate
                  Advances or this Agreement, or shall otherwise affect any of
                  the same;

         and the result of any of the foregoing, as determined in good faith by
         such Lender, increases the cost to such Lender or its Eurodollar
         Lending Office of making or maintaining any Eurodollar Rate Advance or
         in respect of any Eurodollar Rate Advance, any of its Notes evidencing
         Eurodollar Rate Loans or its obligation to make Eurodollar Rate
         Advances or reduces the amount of any sum received or receivable by
         such Lender or its Eurodollar Lending Office with respect to any
         Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate
         Loans or its obligation to make Eurodollar Rate Advances (assuming such
         Lender's Eurodollar Lending Office had funded 100% of its Eurodollar
         Rate Advance in the Designated Eurodollar Market), then, within five
         (5) Banking Days after demand by such Lender (with a copy to the
         Administrative Agent), Borrower shall pay to such Lender such
         additional amount or amounts as will compensate such Lender for such
         increased cost or reduction (determined as though such Lender's
         Eurodollar Lending Office had funded 100% of its Eurodollar Rate
         Advance in the Designated Eurodollar Market); provided, that Borrower
         shall not be obligated to pay any such amount which arose prior to the
         date which is ninety (90) days preceding the date of such demand or is
         attributable to periods prior to the date which is ninety (90) days
         preceding the date of such demand. A statement of any Lender claiming
         compensation under this subsection shall be conclusive in the absence
         of manifest error.

                           (b) If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance shall, in the good
         faith opinion of any Lender, make it unlawful or impossible for such
         Lender or its Eurodollar Lending Office to make, maintain or fund its
         portion of any Eurodollar Rate Loan, or materially restrict the
         authority of such Lender to purchase or sell, or to take deposits of,
         Dollars in the Designated Eurodollar Market, or to determine or charge
         interest rates based upon the Eurodollar Rate, and such Lender shall so
         notify the Administrative Agent, then such Lender's obligation to make
         Eurodollar Rate Advances shall be suspended for the duration of such
         illegality or impossibility and the Administrative Agent forthwith
         shall give notice thereof to the other Lenders and Borrower. Upon
         receipt of such notice, the outstanding principal amount of such
         Lender's Eurodollar Rate Advances, together with accrued interest
         thereon, automatically shall be converted to Alternate Base Rate
         Advances on either (1) the last day of the Eurodollar Period(s)
         applicable to such Eurodollar Rate Advances if such Lender may lawfully
         continue to main tain and fund such Eurodollar Rate Advances to such
         day(s) or (2) immediately









                                                    -48-

<PAGE>



         if such Lender may not lawfully continue to fund and maintain such
         Eurodollar Rate Advances to such day(s), provided that in such event
         the conversion shall not be subject to payment of a prepayment fee
         under Section 3.8(d). Each Lender agrees to endeavor promptly to notify
         Borrower of any event of which it has actual knowledge, occurring after
         the Closing Date, which will cause that Lender to notify the
         Administrative Agent under this Section, and agrees to designate a
         different Eurodollar Lending Office if such designation will avoid the
         need for such notice and will not, in the good faith judgment of such
         Lender, otherwise be materially disadvantageous to such Lender. In the
         event that any Lender is unable, for the reasons set forth above, to
         make, maintain or fund its portion of any Eurodollar Rate Loan, such
         Lender shall fund such amount as an Alternate Base Rate Advance for the
         same period of time, and such amount shall be treated in all respects
         as an Alternate Base Rate Advance. Any Lender whose obligation to make
         Eurodollar Rate Advances has been suspended under this Section shall
         promptly notify the Administrative Agent and Borrower of the cessation
         of the Special Eurodollar Circumstance which gave rise to such
         suspension.

                           (c)      If, with respect to any proposed Eurodollar
         Rate Loan:

                                    (1) the Administrative Agent reasonably
                  determines that, by reason of circumstances affecting the
                  Designated Eurodollar Market generally that are beyond the
                  reasonable control of the Lenders, deposits in Dollars (in the
                  applicable amounts) are not being offered to any Lender in the
                  Designated Eurodollar Market for the applicable Eurodollar
                  Period; or

                                    (2) the Requisite Lenders advise the
                  Administrative Agent that the Eurodollar Rate as determined by
                  the Administrative Agent (i) does not represent the effective
                  pricing to such Lenders for deposits in Dollars in the
                  Designated Eurodollar Market in the relevant amount for the
                  applicable Eurodollar Period, or (ii) will not adequately and
                  fairly reflect the cost to such Lenders of making the
                  applicable Euro dollar Rate Advances;

         then the Administrative Agent forthwith shall give notice thereof to
         Borrower and the Lenders, whereupon until the Administrative Agent
         notifies Borrower that the circumstances giving rise to such suspension
         no longer exist, the obligation of the Lenders to make any future
         Eurodollar Rate Advances shall be suspended.










                                                    -49-

<PAGE>



                           (d) Upon payment or prepayment of any Eurodollar Rate
         Advance (other than as the result of a conversion required under
         Section 3.8(b) on a day other than the last day in the applicable
         Eurodollar Period (whether voluntarily, involuntarily, by reason of
         acceleration, or otherwise), or upon the failure of Borrower (for a
         reason other than the breach by a Lender of its obligation pursuant to
         Section 2.1 to make an Advance) to borrow on the date or in the amount
         specified for a Eurodollar Rate Loan in any Request for Loan, Borrower
         shall pay to the appropriate Lender within five (5) Banking Days after
         demand a prepayment fee or failure to borrow fee, as the case may be
         (determined as though 100% of the Eurodollar Rate Advance had been
         funded in the Designated Eurodollar Market) equal to the sum of:

                                 (1) $250; plus

                                    (2) the amount, if any, by which (i) the
                  additional interest would have accrued on the amount prepaid
                  or not borrowed at the Eurodollar Rate plus the Applicable
                  Eurodollar Rate Margin if that amount had remained or been
                  outstanding through the last day of the applicable Eurodollar
                  Period exceeds (ii) the interest that the Lender could recover
                  by placing such amount on deposit in the Designated Eurodollar
                  Market for a period beginning on the date of the prepayment or
                  failure to borrow and ending on the last day of the applicable
                  Eurodollar Period (or, if no deposit rate quotation is
                  available for such period, for the most comparable period for
                  which a deposit rate quotation may be obtained); plus

                                    (3) all reasonable out-of-pocket expenses
                  incurred by the Lender reasonably attributable to such
                  payment, prepayment or failure to borrow.

         Each Lender's determination of the amount of any prepayment fee payable
         under this Section shall be conclusive in the absence of manifest
         error.

                           (e) Each Lender agrees to endeavor promptly to notify
         Borrower of any event of which it has actual knowledge, occurring after
         the Closing Date, which will entitle such Lender to compensation
         pursuant to clause (a) of this Section, and agrees to designate a
         different Eurodollar Lending Office if such designation will avoid the
         need for or reduce the amount of such compensation and will not, in the
         good faith judgment of such Lender, otherwise be materially
         disadvantageous to such Lender. Any request for compensation by a
         Lender under this Section shall set forth the basis upon









                                                    -50-

<PAGE>



         which it has been determined that such an amount is due from Borrower,
         a calculation of the amount due, and a certification that the
         corresponding costs have been incurred by the Lender.

                  3.9 Late Payments. If any installment of principal or interest
or any fee or cost or other amount payable under any Loan Document to the
Administrative Agent or any Lender is not paid when due, it shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
sum of the Alternate Base Rate plus 2%, to the fullest extent permitted by
applicable Laws; provided that the Default Rate shall not apply to any amount
not paid at a time when Borrower's general operating bank account with the
Administrative Agent has a credit balance in collected funds at least equal to
such amount and the Administrative Agent is able to, but fails to, debit such
account pursuant to Section 3.12(b). Accrued and unpaid interest on past due
amounts (including, without limitation, interest on past due interest) shall be
compounded monthly, on the last day of each calendar month, to the fullest
extent permitted by applicable Laws.

                  3.10 Computation of Interest and Fees. Computation of interest
and fees under this Agreement shall be calculated on the basis of a year of 360
days and the actual number of days elapsed. Interest shall accrue on each Loan
for the day on which the Loan is made; interest shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid. Any
Loan that is repaid on the same day on which it is made shall bear interest for
one day. Notwithstanding anything in this Agreement to the contrary, interest in
excess of the maximum amount permitted by applicable Laws shall not accrue or be
payable hereunder or under the Notes, and any amount paid as interest hereunder
or under the Notes which would otherwise be in excess of such maximum permitted
amount shall instead be treated as a payment of principal.

                  3.11 Non-Banking Days. If any payment to be made by Borrower
or any other Party under any Loan Document shall come due on a day other than a
Banking Day, payment shall instead be considered due on the next succeeding
Banking Day and the extension of time shall be reflected in computing interest
and fees.

                  3.12  Manner and Treatment of Payments.
                        --------------------------------

                           (a) Each payment hereunder (except payments pursuant
         to Sections 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes or under
         any other Loan Document shall be made to the Administrative Agent at
         the Administrative Agent's Office for the account of each of the
         Lenders or the Administrative Agent, as the case may be, without
         deduction, offset or









                                                    -51-

<PAGE>



         counterclaim, in immediately available funds not later than 11:00 a.m.
         California time, on the day of payment (which must be a Banking Day).
         All payments received after such time, on any Banking Day, shall be
         deemed received on the next succeeding Banking Day. The amount of all
         payments received by the Administrative Agent for the account of each
         Lender shall be immediately paid by the Administrative Agent to the
         applicable Lender in immediately available funds and, if such payment
         was received by the Administrative Agent by 11:00 a.m., California
         time, on a Banking Day and not so made available to the account of a
         Lender on that Banking Day, the Administrative Agent shall reimburse
         that Lender for the cost to such Lender of funding the amount of such
         payment at the Federal Funds Rate. All payments shall be made in lawful
         money of the United States of America.

                           (b) Borrower hereby authorizes the Administrative
         Agent to debit the general operating bank account of Borrower on the
         date when due to effect any payment due to the Lenders or the
         Administrative Agent pursuant to this Agreement; provided that the
         Administrative Agent has given at least one (1) full Banking Day's
         prior notice to Borrower. Any resulting overdraft in such account shall
         be payable by Borrower to the Administrative Agent on the next
         following Banking Day and thereafter shall bear interest at the Default
         Rate.

                           (c) Each payment or prepayment on account of any Loan
         shall be applied pro rata according to the outstanding Advances made by
         each Lender comprising such Loan.

                           (d) Each Lender shall use its best efforts to keep a
         record (in writing or by an electronic data entry system) of Advances
         made by it and payments received by it with respect to each of its
         Notes and, subject to Section 10.6(g), such record shall, as against
         Borrower, be presumptive evidence of the amounts owing. Notwithstanding
         the foregoing sentence, the failure by any Lender to keep such a record
         shall not affect Borrower's obligation to pay the Obligations.

                           (e) Each payment of any amount payable by Borrower or
         any other Party under this Agreement or any other Loan Document shall
         be made free and clear of, and without reduction by reason of, any
         taxes, assessments or other charges imposed by any Governmental Agency,
         central bank or comparable authority, excluding (i) taxes imposed on or
         measured in whole or in part by a Lender's overall net income by (A)
         any jurisdiction (or political subdivision thereof) in which the Lender
         is organized or maintains its principal office or Eurodollar Lending
         Office or (B) any jurisdiction (or political









                                                    -52-

<PAGE>



         subdivision thereof) in which the Lender is "doing business" and (ii)
         any withholding taxes or other taxes based on net income imposed by the
         United States of America for any period with respect to which the
         Lender has failed to provide Borrower with the appropriate form or
         forms required by Section 11.21, to the extent such forms are then
         required by applicable Laws (all such non-excluded taxes, assessments
         or other charges being hereinafter referred to as "Taxes"). To the
         extent that Borrower is obligated by applicable Laws to make any
         deduction or withholding on account of Taxes from any amount payable to
         any Lender under this Agreement, Borrower shall (i) make such deduction
         or withholding and pay the same to the relevant Governmental Agency and
         (ii) pay such additional amount to that Lender as is necessary to
         result in that Lender's receiving a net after-Tax amount equal to the
         amount to which that Lender would have been entitled under this
         Agreement absent such deduction or withholding. If and when receipt of
         such payment results in an excess payment or credit to that Lender on
         account of such Taxes, that Lender shall promptly refund such excess to
         Borrower.

                  3.13 Funding Sources. Nothing in this Agreement shall be
deemed to obligate any Lender to obtain the funds for any Loan or Advance in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan or Advance in any
particular place or manner.

                  3.14 Failure to Charge Not Subsequent Waiver. Any decision by
the Administrative Agent or any Lender not to require payment of any interest
(including interest arising under Section 3.9), fee, cost or other amount
payable under any Loan Document, or to calculate any amount payable by a
particular method, on any occasion shall in no way limit or be deemed a waiver
of the Administrative Agent's or such Lender's right to require full payment of
any interest (including interest arising under Section 3.9), fee, cost or other
amount payable under any Loan Document, or to calculate an amount payable by
another method that is not inconsistent with this Agreement, on any other or
subsequent occasion.

                  3.15 Administrative Agent's Right to Assume Payments Will be
Made. Unless the Administrative Agent shall have been notified by Borrower prior
to the date on which any payment to be made by Borrower hereunder is due that
Borrower does not intend to remit such payment, the Administrative Agent may, in
its discretion, assume that Borrower has remitted such payment when so due and
the Administrative Agent may, in its discretion and in reliance upon such
assumption, make available to each Lender on such payment date an amount equal
to such Lender's share of such assumed payment. If Borrower has not in fact
remitted such payment to the Administrative Agent, each Lender shall forthwith
on demand repay to the









                                                    -53-

<PAGE>



Administrative Agent the amount of such assumed payment made available to such
Lender, together with interest thereon in respect of each day from and including
the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is repaid to the Administrative Agent at the
Federal Funds Rate.

                  3.16 Fee Determination Detail. The Administrative Agent, and
any Lender, shall provide reasonable detail to Borrower regarding the manner in
which the amount of any payment to the Administrative Agent and the Lenders, or
that Lender, under Article 3 has been determined, concurrently with demand for
such payment.

                  3.17 Survivability. All of Borrower's obligations under
Sections 3.7 and 3.8 shall survive for the ninety (90) day period following the
date on which the Line A Commitment is terminated and all Loans hereunder are
fully paid, and Borrower shall remain obligated thereunder for all claims under
such Sections made by any Lender to Borrower prior to the expiration of such
period.


                                    Article 4
                         REPRESENTATIONS AND WARRANTIES

                  Borrower represents and warrants to the Lenders that:

                  4.1 Existence and Qualification; Power; Compliance With Laws.
Borrower is a corporation duly formed, validly existing and in good standing
under the Laws of Delaware. Borrower is duly qualified or registered to transact
business in Colorado and is in good standing in Colorado and each other
jurisdiction in which the conduct of its business or the ownership or leasing of
its Properties makes such qualification or registration necessary, except where
the failure so to qualify or register and to be in good standing would not
constitute a Material Adverse Effect. Borrower has all requisite power and
authority to conduct its business, to own and lease its Properties and to
execute and deliver each Loan Document to which it is a Party and to perform its
Obligations. All outstanding shares of capital stock of Borrower are duly
authorized, validly issued, fully paid and non-assessable, and no holder thereof
has any enforceable right of rescission under any applicable state or federal
securities Laws. Borrower is in compliance with all Laws and other legal
requirements applicable to its business, has obtained all authorizations,
consents, approvals, orders, licenses and permits from, and has accomplished all
filings, registrations and qualifications with, or obtained exemptions from any
of the foregoing from, any Governmental Agency that are necessary for the
transaction of its business, except where the failure so to comply, obtain
authorizations, etc., file, register, qualify or obtain exemptions does not
constitute a Material Adverse Effect.









                                                    -54-

<PAGE>




                  4.2 Authority; Compliance With Other Agreements and
Instruments and Government Regulations. The execution, delivery and performance
by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a
Party have been duly authorized by all necessary corporate action, and do not
and will not:

                           (a)      Require any consent or approval not
         heretofore obtained of any partner, director, stockholder, security
         holder or creditor of such Party;

                           (b)      Violate or conflict with any provision of
         such Party's charter, articles of incorporation or bylaws, as
         applicable;

                           (c) Result in or require the creation or imposition
         of any Lien or Right of Others upon or with respect to any Property now
         owned or leased or hereafter acquired by such Party;

                           (d)      Violate any Requirement of Law applicable to
         such Party;

                           (e) Result in a breach of or constitute a default
         under, or cause or permit the acceleration of any obligation owed
         under, any indenture or loan or credit agreement or any other
         Contractual Obligation to which such Party is a party or by which such
         Party or any of its Property is bound or affected;

and such Party is not in violation of, or default under, any Requirement of Law
or Contractual Obligation, or any indenture, loan or credit agreement described
in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

                  4.3 No Governmental Approvals Required. Except as previously
obtained or made, no authorization, consent, approval, order, license or permit
from, or filing, registration or qualification with, any Governmental Agency is
or will be required to authorize or permit under applicable Laws the execution,
delivery and performance by Borrower and each Subsidiary Guarantor of the Loan
Documents to which it is a Party.

                  4.4  Subsidiaries.

                  (a) Schedule 4.4 hereto correctly sets forth the (i) names,

          (ii) form of legal entity, (iii) number of shares of capital stock (or
          other units of equity interests) issued and outstanding, (iv) number
          of shares (or units) owned by Borrower or a Subsidiary of Borrower
          (and specifying such owner), and (v) jurisdictions of organization of
          all Subsidiaries of Borrower. Schedule 4.4









                                                    -55-

<PAGE>



         hereto correctly specifies which of the Subsidiaries of Borrower are
         Inactive Subsidiaries. Except as described in Schedule 4.4 or Schedule
         6.15, Borrower does not own any capital stock, equity interest or debt
         security which is convertible, or exchangeable, for capital stock or
         equity interests in any Person. Unless otherwise indicated in Schedule
         4.4, all of the outstanding shares of capital stock (or units of equity
         interest) of each Subsidiary are owned of record and beneficially by
         Borrower, there are no outstanding options, warrants or other rights to
         purchase capital stock (or such units) of any such Subsidiary, and all
         such shares (or such units) so owned are duly authorized, validly
         issued, fully paid and non-assessable, and were issued in compliance
         with all applicable state and federal securities and other Laws, and
         are free and clear of all Liens and Rights of Others, except for
         Permitted Encumbrances and Permitted Rights of Others.

                  (b) Each Subsidiary of Borrower (other than Inactive
         Subsidiaries) is duly formed, validly existing and in good standing
         under the Laws of its jurisdiction of organization, in the form of
         organization stated in Schedule 4.4 therefor, is duly qualified to do
         business as a foreign organization and is in good standing as such in
         each jurisdiction in which the conduct of its business or the ownership
         or leasing of its Properties makes such qualification necessary (except
         where the failure to be so duly qualified and in good standing does not
         constitute a Material Adverse Effect), and has all requisite power and
         authority to conduct its business and to own and lease its Properties.

                  (c) Each Subsidiary of Borrower is in compliance with all Laws
         and other requirements applicable to its business and has obtained all
         authorizations, consents, approvals, orders, licenses, and permits
         from, and each Subsidiary has accomplished all filings, registrations,
         and qualifications with, or obtained exemptions from any of the
         foregoing from, any Governmental Agency that are necessary for the
         transaction of its business, except where the failure to be in such
         compliance, obtain such authorizations, consents, approvals, orders,
         licenses, and permits, accomplish such filings, registrations, and
         qualifications, or obtain such exemptions, does not constitute a
         Material Adverse Effect.

                  4.5 Financial Statements. Borrower has furnished to the
Lenders (a) the audited financial statements of Borrower for the Fiscal Year
ended January 1, 2000 and (b) the unaudited balance sheet and statement of
operations of Borrower for the Fiscal Quarter ended April 1, 2000. The financial
statements described in clause (a) fairly present in all material respects the
financial condition, results of operations and changes in financial position,
and the balance sheet and statement of operations described in clause (b) fairly
present the financial condition and results of operations









                                                    -56-

<PAGE>



of Borrower, as of such dates and for such periods in conformity with GAAP
consistently applied subject only to normal year-end accruals and audit
adjustments.

                  4.6 No Other Liabilities; No Material Adverse Changes.
Borrower and its Subsidiaries do not have any material liability or material
contingent liability required under GAAP to be reflected or disclosed, and not
reflected or disclosed, in the balance sheet described in Section 4.5(b), other
than liabilities and contingent liabilities arising in the ordinary course of
business since the date of such financial statements. As of the Closing Date, no
circumstance or event has occurred that constitutes a Material Adverse Effect
since January 1, 2000.

                  4.7 Title to and Location of Property. Borrower and its
Subsidiaries have valid title to the Property (other than assets which are the
subject of a Capital Lease Obligation) reflected in the balance sheet described
in Section 4.5(b), other than items of Property or exceptions to title which are
in each case immaterial and Property subsequently sold or disposed of in the
ordinary course of business. Such Property is free and clear of all Liens and
Rights of Others, other than Liens or Rights of Others described in Schedule 4.7
and Permitted Encumbrances and Permitted Rights of Others.

                  4.8 Intangible Assets. Borrower and its Subsidiaries own, or
possess the right to use to the extent necessary in their respective businesses,
all material trade marks, trade names, copyrights, patents, patent rights,
computer software, licenses and other Intangible Assets that are used in the
conduct of their businesses as now operated, and no such Intangible Asset, to
the best knowledge of Borrower, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the
extent that such conflict constitutes a Material Adverse Effect.

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

                  4.10 Litigation. Except for (a) any matter fully covered as to
subject matter and amount (subject to applicable deductibles and retentions) by
insurance for which the insurance carrier has not asserted lack of subject
matter coverage or reserved its right to do so, (b) any matter, or series of
related matters, involving a claim against Borrower or any of its Subsidiaries
of less than $1,000,000, (c) matters of an adminis trative nature not involving
a claim or charge against Borrower or any of its Subsid iaries and (d) matters
set forth in Schedule 4.10, there are no actions, suits, pro ceedings or
investigations pending as to which Borrower or any of its Subsidiaries have been
served or have received notice or, to the best knowledge of Borrower, threatened
against or affecting Borrower or any of its Subsidiaries or any Property of any
of them before any Governmental Agency.

                  4.11 Binding Obligations. Each of the Loan Documents to which
Borrower or any Subsidiary Guarantor is a Party will, when executed and
delivered by Borrower or the Subsidiary Guarantor, constitute the legal, valid
and binding obligation of Borrower, enforceable against Borrower or such
Subsidiary Guarantor in accordance with its terms, except as enforcement may be
limited by Debtor Relief Laws or equitable principles relating to the granting
of specific performance and other equitable remedies as a matter of judicial
discretion.

                  4.12  No Default.  No event has occurred and is continuing
that is a Default or Event of Default.

                  4.13  ERISA.

                           (a)      With respect to each Pension Plan:

                                    (i) such Pension Plan complies in all
                  material respects with ERISA and any other applicable Laws to
                  the extent that noncompliance could reasonably be expected to
                  have a Material Adverse Effect;

                                    (ii) such Pension Plan has not incurred any
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) that could reasonably be expected to have a Material
                  Adverse Effect;

                                    (iii) no "reportable event" (as defined in
                  Section 4043 of ERISA, but excluding such events as to which
                  the PBGC has by regulation waived the requirement therein
                  contained that it be notified within thirty days of the
                  occurrence of such event) has occurred that could reasonably
                  be expected to have a Material Adverse Effect; and

                                    (iv) neither Borrower nor any of its
                  Subsidiaries has engaged in any non-exempt "prohibited
                  transaction" (as defined in Section 4975 of the Code) that
                  could reasonably be expected to have a Material Adverse
                  Effect.










                                                    -57-

<PAGE>



                           (b) Neither Borrower nor any of its Subsidiaries has
         incurred or expects to incur any withdrawal liability to any
         Multiemployer Plan that could reasonably be expected to have a Material
         Adverse Effect.

                  4.14 Regulation U; Investment Company Act. No part of the
proceeds of any Loan hereunder will be used to purchase or carry, or to extend
credit to others for the purpose of purchasing or carrying, any Margin Stock in
violation of Regulation U. Neither Borrower nor any of its Subsidiaries is or is
required to be registered as an "investment company" under the Investment
Company Act of 1940.

                  4.15 Disclosure. No written statement made by a Senior Officer
of Borrower to the Administrative Agent or any Lender in connection with this
Agreement, or in connection with any Loan, as of the date thereof contained any
untrue statement of a material fact or omitted a material fact necessary to make
the statement made not misleading in light of all the circumstances existing at
the date the statement was made.

                  4.16 Tax Liability. Borrower and its Subsidiaries have filed
all tax returns which are required to be filed, and have paid, or made provision
for the payment of, all taxes with respect to the periods, Property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been established and maintained and (b) immaterial taxes so long
as no material Property of Borrower or any of its Subsidiaries is at impending
risk of being seized, levied upon or forfeited.

                  4.17 Projections. As of the Closing Date, to the best
knowledge of Borrower, subject to the disclosure on Schedule 4.17, the
assumptions set forth in the Projections are reasonable and consistent with each
other and with all facts known to Borrower, and the Projections are reasonably
based on such assumptions. Nothing in this Section 4.17 shall be construed as a
representation or covenant that the Projections in fact will be achieved.

                  4.18 Hazardous Materials. Except as described in Schedule
4.18, as of the Closing Date (a) neither Borrower nor any of its Subsidiaries at
any time has disposed of, discharged, released or threatened the release of any
Hazardous Materials on, from or under the Real Property in violation of any
Hazardous Materials Law that would individually or in the aggregate constitute a
Material Adverse Effect, (b) to the best knowledge of Borrower, no condition
exists that violates any Hazardous Material Law affecting any Real Property
except for such violations that would not individually or in the aggregate
constitute a Material Adverse Effect, (c) no Real Property or any









                                                    -58-

<PAGE>



portion thereof is or has been utilized by Borrower or any of its Subsidiaries
as a site for the manufacture of any Hazardous Materials and (d) to the extent
that any Hazardous Materials are used, generated or stored by Borrower or any of
its Subsidiaries on any Real Property, or transported to or from such Real
Property by Borrower or any of its Subsidiaries, such use, generation, storage
and transportation are in compliance with all Hazardous Materials Laws except
for such non-compliance that would not constitute a Material Adverse Effect or
be materially adverse to the interests of the Lenders.

                  4.19 Solvency. As of the Closing Date and as of the date of
each Loan, and giving effect thereto and the application of proceeds thereof,
Borrower is not and will not (as of the date of each Loan) be Insolvent.


                                    Article 5
                              AFFIRMATIVE COVENANTS
                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)

                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitments remains in force, Borrower
shall, and shall cause its Subsidiaries to, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents:

                  5.1 Payment of Taxes and Other Potential Liens. Pay and
discharge promptly all taxes, assessments and governmental charges or levies
imposed upon any of them, upon their respective Property or any part thereof and
upon their respective income or profits or any part thereof, except that
Borrower and its Subsidiaries shall not be required to pay or cause to be paid
(a) any tax, assessment, charge or levy that is not yet past due, or is being
contested in good faith by appropriate proceedings so long as the relevant
entity has established and maintains adequate reserves for the payment of the
same or (b) any immaterial tax so long as no material Property of Borrower or
its Subsidiaries is at impending risk of being seized, levied upon or forfeited.

                  5.2 Preservation of Existence. Preserve and maintain their
respective existences in the jurisdiction of their formation and all material
authorizations, rights, franchises, privileges, consents, approvals, orders,
licenses, permits, or registrations from any Governmental Agency that are
necessary for the transaction of their respective business and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective









                                                    -59-

<PAGE>



business or the ownership or leasing of their respective Properties except (a) a
merger permitted by Section 6.3 or as otherwise permitted by this Agreement and
(b) where the failure to so qualify or remain qualified would not constitute a
Material Adverse Effect.

                  5.3 Maintenance of Properties. Maintain, preserve and protect
all of their respective Properties in good order and condition, subject to wear
and tear in the ordinary course of business, and not permit any waste of their
respective Properties, except that the failure to maintain, preserve and protect
a particular item of Property that is at the end of its useful life or that is
not of significant value, either intrinsically or to the operations of Borrower,
shall not constitute a violation of this covenant.

                  5.4 Maintenance of Insurance. Maintain liability, casualty and
other insurance (subject to customary deductibles and retentions) with
responsible insurance companies in such amounts and against such risks as is
carried by responsible companies engaged in similar businesses and owning
similar assets in the general areas in which Borrower and its Subsidiaries
operate.

                  5.5 Compliance With Laws. Comply with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrower and its Subsidiaries need not comply with a Requirement of Law then
being contested by any of them in good faith by appropriate proceedings.

                  5.6 Inspection Rights. Upon reasonable notice, at any time
during regular business hours and as often as reasonably requested (but not so
as to significantly interfere with the business of Borrower or any of its
Subsidiaries) permit the Administrative Agent or any Lender, or any authorized
employee, agent or representative thereof, to examine, audit and make copies and
abstracts from the records and books of account of, and to visit and inspect the
Properties of, Borrower and its Subsidiaries and to discuss the affairs,
finances and accounts of Borrower and its Subsidiaries with any of their
officers, key employees or accountants.

                  5.7 Keeping of Records and Books of Account. Keep adequate
records and books of account reflecting all financial transactions in conformity
with GAAP, consistently applied, and in material conformity with all applicable
requirements of any Governmental Agency having regulatory jurisdiction over
Borrower and its Subsidiaries.

                  5.8  Compliance With Agreements.  Promptly and fully comply
with all Contractual Obligations to which any one or more of them is a party,
except for any such Contractual Obligations (a) the performance of which would
cause a Default or









                                                    -60-

<PAGE>



(b) then being contested by any of them in good faith by appropriate proceedings
or (c) if the failure to comply does not constitute a Material Adverse Effect.

                  5.9 Use of Proceeds. (a) Use the proceeds of all Loans made on
the Closing Date first to repay Indebtedness of Borrower outstanding under the
Prior Credit Agreement and related documents and second for working capital and
general corporate purposes of Borrower, and (b) use the proceeds of all Loans
made after the Closing Date for working capital and general corporate purposes
(including Acquisitions and new store development) of Borrower.

                  5.10 Hazardous Materials Laws. Keep and maintain all Real
Property and each portion thereof in compliance in all material respects with
all applicable Hazardous Materials Laws and promptly notify the Administrative
Agent in writing (attaching a copy of any pertinent written material) of (a) any
and all material enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened in writing by a
Governmental Agency pursuant to any applicable Hazardous Materials Laws, (b) any
and all material claims made or threat ened in writing by any Person against
Borrower relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from any Hazardous Materials and (c) discovery by any Senior
Officer of Borrower of any material occurrence or condition on any real Property
adjoining or in the vicinity of such Real Property that could reasonably be
expected to cause such Real Property or any part thereof to be subject to any
material restrictions on the ownership, occupancy, transferability or use of
such Real Property under any applicable Hazardous Materials Laws.

                  5.11 Future Subsidiaries. Cause each Subsidiary (other than an
Inactive Subsidiary) formed or acquired after the Closing Date, and each
Inactive Subsidiary as of the Closing Date which after the Closing Date ceases
to be an Inactive Subsidiary, to execute and deliver an appropriate joinder to
the Subsidiary Guaranty.

                  5.12 Interest Rate Protection Agreements. Enter into and
deliver to the Administrative Agent one or more Approved Interest Rate
Protection Agreements within forty-five (45) days following the Closing Date,
which Approved Interest Rate Protection Agreements shall, in the aggregate,
cover the aggregate principal amount of all outstanding Line B Loans for the
period from the Closing Date through the Line B Maturity Date.

                  5.13 Syndication Process. Cooperate in such respects as may be
requested by the Lead Arranger in connection with the syndication of the credit
facilities under this Agreement, including the provision of information (in form
and substance acceptable to the Lead Arranger) for inclusion in written
materials furnished









                                                    -61-

<PAGE>



to prospective syndicate members and the participation by Senior Officers of
Borrower in meetings with prospective syndicate members. Nothing in Section 5.13
shall obligate Borrower to amend any Loan Document.


                                    Article 6
                               NEGATIVE COVENANTS

                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitments remains in force, Borrower
shall not, and shall not permit any of its Subsidiaries to, unless the
Administrative Agent (with the written approval of the Requisite Lenders or, if
required by Section 11.2, of all of the Lenders) otherwise consents:

                  6.1 Prepayment of Indebtedness. Make any payment of principal
or interest on any Indebtedness prior to the date when due and payable, or amend
the terms of any Indebtedness to accelerate the date upon which any principal or
interest thereof is due and payable, except the Indebtedness evidenced by the
Notes, if a Default or Event of Default then exists or would result therefrom.

                  6.2 Disposition of Property. Make any Disposition of its
Property, whether now owned or hereafter acquired, except (a) a Disposition by
Borrower to a Wholly-Owned Subsidiary, or by a Subsidiary of Borrower to
Borrower or a Wholly- Owned Subsidiary, (b) the closure of stores leased by
Borrower and the reversion thereof to the lessor, and (c) a sale and leaseback
transaction permitted by Section 6.8(g).

                  6.3 Mergers. Merge or consolidate with or into any Person,
except (a) mergers and consolidations of a Subsidiary of Borrower into Borrower
or a Wholly-Owned Subsidiary or of Subsidiaries with each other and (b) a merger
or consolidation of a Person into Borrower or with or into a Wholly-Owned
Subsidiary of Borrower which constitutes an Acquisition permitted by Section
6.4; provided that (i) Borrower or a Wholly-Owned Subsidiary is the surviving
entity, (ii) no Change in Control results therefrom, (iii) no Default or Event
of Default then exists or would result therefrom and (iv) Borrower and each of
its Subsidiaries execute such amend ments to the Loan Documents as the
Administrative Agent may reasonably determine are appropriate as a result of
such merger.

                  6.4 Acquisitions. Make any Acquisition, except (a)
Acquisitions of a Person engaged in the business of manufacture, wholesale
distribution and retail sale of natural foods, vitamins, supplements and
personal care items (and related grocery









                                                    -62-

<PAGE>



and other products) and (b) Acquisitions of a Person engaged in another business
provided that the purchase price for any such Acquisition shall not exceed
$1,000,000; provided that in any case no Default or Event of Default then exists
or would result therefrom.

                  6.5      Distributions.  Make any Distribution, whether from
capital, income or otherwise, and whether in Cash or other Property, except:

                           (a)      Distributions by any Subsidiary of Borrower
         to Borrower or any Wholly-Owned Subsidiary;

                           (b)      dividends payable solely in Common Stock or
         rights to purchase Common Stock;

                           (c) repurchases or redemptions of Common Stock owned
         by sellers of a business which was previously the subject of an
         Acquisition in accordance with terms binding on Borrower and such
         sellers at the time of such Acquisition; and

                           (d) Distributions with respect to Common Stock in any
         Fiscal Year not in excess of 33% of Net Income for the immediately
         preceding Fiscal Year; provided that, in any case, no Default or Event
         of Default then exists or would result therefrom.

                  6.6 ERISA. At any time, permit any Pension Plan to: (i) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (ii) fail to comply with ERISA or any other applicable Laws; (iii) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA); or (iv) terminate in any manner, which, with respect to each event
listed above, could reasonably be expected to result in a Material Adverse
Effect or (b) withdraw, completely or partially, from any Multiemployer Plan if
to do so could reasonably be expected to result in a Material Adverse Effect.

                  6.7 Change in Nature of Business. Make any material change in
the nature of the business of Borrower and its Subsidiaries, taken as a whole,
it being understood that such business consists of the manufacture, wholesale
distribution and retail sale of natural foods, vitamins, supplements and
personal care items (and related grocery and other products).

                  6.8      Liens and Negative Pledges.  Create, incur, assume or
suffer to exist any Lien or Negative Pledge of any nature upon or with respect
to any of their









                                                    -63-

<PAGE>



respective Properties, or engage in any sale and leaseback transaction with
respect to any of their respective Properties, whether now owned or hereafter
acquired, except:

                           (a) Liens and Negative Pledges existing on the
         Closing Date and disclosed in Schedule 4.7 and any renewals/extensions
         or amendments thereof, provided that the obligations secured or
         benefitted thereby are not increased;

                           (b) Liens existing on the Closing Date in favor of
         lessors of Real Property occupied by Borrower, which Liens attach
         solely to Property located on such Real Property, to secure the
         obligations of Borrower to the lessor under the lease covering each
         such Real Property, and any renewals, extensions or amendments thereof
         arising in connection with the renewal, extension or amendment of the
         related lease;

                           (c)      Liens and Negative Pledges under the Loan
         Documents;

                           (d)      Permitted Encumbrances;

                           (e) Liens on Property acquired by Borrower or any of
         its Subsidiaries that were in existence at the time of the acquisition
         of such Property and were not created in contemplation of such
         acquisition;

                           (f) Liens securing Indebtedness permitted by Section
         6.9(e) on and limited to the land or capital assets acquired,
         constructed or financed with the proceeds of such Indebtedness or with
         the proceeds of any Indebtedness directly or indirectly refinanced by
         such Indebtedness; and

                           (g) Sale and leaseback transactions with respect to
         any Real Property owned by Borrower; provided that such transaction is
         with a Person not an Affiliate of Borrower and the net cash proceeds
         therefrom are promptly thereafter applied as a voluntary prepayment of
         the Notes.

                  6.9      Indebtedness and Guaranty Obligations.  Create, incur
or assume any Indebtedness or Guaranty Obligation except:

                           (a)      Indebtedness and Guaranty Obligations
         existing on the Closing Date and disclosed in Schedule 6.9, and
         refinancings, renewals, extensions or amendments that do not increase
         the amount thereof;










                                                    -64-

<PAGE>



                           (b)      Indebtedness and Guaranty Obligations under
         the Loan Documents;

                           (c)      Indebtedness and Guaranty Obligations owed
         to Borrower or any of its Subsidiaries;

                           (d) Indebtedness of an Acquired Company (i) that is
         the subject of an Acquisition made on or before August 1, 2000 which is
         secured solely by a Lien permitted by Section 6.8(e), (ii) that is the
         subject of an Acquisition made after August 1, 2000 which is owed to a
         Person that is not the seller of the Acquired Company, or an Affiliate
         of such seller, that is secured solely by a Lien permitted by Section
         6.8(e) and (iii) that is the subject of an Acquisition made after
         August 1, 2000 which is owed to the seller of the Acquired Company, or
         an Affiliate of such seller, that is secured solely by a Lien permitted
         by Section 6.8(e); provided that the aggregate principal Indebtedness
         permitted by this clause (iii) shall not at any time exceed
         $10,000,000;

                           (e) Without duplication with Indebtedness permitted
         under Section 6.9(g), Indebtedness consisting of Capital Lease
         Obligations, or otherwise incurred to finance the purchase or
         construction of capital assets (which shall be deemed to exist if the
         Indebtedness is incurred at or within 90 days before or after the
         purchase or construction of the capital asset), or to refinance any
         such Indebtedness, provided that the principal amount of such
         Indebtedness incurred in any period of four (4) consecutive Fiscal
         Quarters does not exceed $2,000,000 in the aggregate;

                           (f)      Indebtedness consisting of Interest Rate
         Protection Agreements;

                           (g) Without duplication with Indebtedness permitted
         under Section 6.9(e), Indebtedness for Real Property leases
         constituting Capital Lease Obligations in accordance with paragraph 7
         of Financial Accounting Standards Board Statement No. 13, provided that
         the outstanding amount of such Indebtedness does not exceed $10,000,000
         in the aggregate at any time; and

                           (h) Guaranty Obligations in support of the
         obligations of a Wholly-Owned Subsidiary, provided that such
         obligations are not prohibited by this Agreement.










                                                    -65-

<PAGE>



                  6.10 Transactions with Affiliates. Enter into any transaction
of any kind with any Affiliate of Borrower other than (a) salary, bonus,
employee stock option and other compensation arrangements with directors or
officers in the ordinary course of business, (b) transactions that are fully
disclosed to the board of directors (or executive committee thereof) of Borrower
and expressly authorized by a resolution of the board of directors (or executive
committee) of Borrower which is approved by a majority of the directors (or
executive committee) not having an interest in the transaction, (c) transactions
between or among Borrower and its Subsidiaries and (d) transactions on overall
terms at least as favorable to Borrower or its Subsidiaries as would be the case
in an arm's-length transaction between unrelated parties of equal bargaining
power.

                  6.11 Funded Debt Ratio. Permit the Funded Debt Ratio, as of
the last day of any Fiscal Quarter, to be greater than the ratio set forth below
opposite the period during which such day occurs:


                  Period                                      Ratio
                  -------                                     -----
                  Closing Date through
                  June 30, 2001                               2.75 to 1.00
                  July 1, 2001 through
                  June 30, 2002                               2.50 to 1.00
                  July 1, 2002 and                            2.25 to 1.00
                  thereafter

                  6.12  Fixed Charge Coverage Ratio.  Permit the Fixed Charge
Coverage Ratio, as of the last day of any Fiscal Quarter, to be less than 2.50
to 1.00.

                  6.13 Minimum Net Income. Permit Net Income, as of the last day
of any Fiscal Quarter, for the fiscal period consisting of the four (4) Fiscal
Quarters ended on that date, to be less than $1.00.

                  6.14 Stockholders' Equity. Permit Stockholders' Equity, as of
the last day of any Fiscal Quarter, to be less than the sum of (a) $150,000,000,
plus (b) 75% of Net Income in each Fiscal Quarter ending after the Closing Date
(with no deduction for a net loss in any such Fiscal Quarter) plus (c) 100% of
the proceeds of any issuance by Borrower of equity securities (except to
employees or former employees of Borrower pursuant to an employee stock option
plan or employee stock purchase plan maintained by Borrower) subsequent to the
Closing Date.









                                                    -66-

<PAGE>




                  6.15      Investments.  Make or suffer to exist any
Investment, other than:

                           (a)      Investments in existence on the Closing Date
         and disclosed on Schedule 6.15;

                           (b)      Investments consisting of Cash Equivalents;

                           (c)      Investments in a Person that is the subject
         of an Acquisition permitted by Section 6.4;

                           (d) Investments consisting of advances to officers,
         directors and employees of Borrower and its Subsidiaries for travel,
         entertainment, relocation, anticipated bonus and analogous ordinary
         business purposes;

                           (e)      Investments of Borrower in any Wholly-Owned
         Subsidiary and Investments of any such Subsidiary in another
         Wholly-Owned Subsidiary;

                           (f) Investments consisting of the extension of credit
         to customers or suppliers of Borrower and its Subsidiaries in the
         ordinary course of business and any Investments received in
         satisfaction or partial satisfaction thereof;

                           (g)      Investments received in connection with the
         settlement of asettlement of a bona fide dispute with another Person;

                           (h)      Investments representing all or a portion of
         the sales price of Property sold or services provided to another
         Person; and

                           (i)      Investments not described above not in
         excess of $2,000,000 in the aggregate outstanding at any time.

                  6.16 Subsidiary Indebtedness. Permit (whether or not otherwise
permitted under Section 6.9) any Subsidiary to create, incur, assume or suffer
to exist any Indebtedness or Guaranty Obligation, except (a) Indebtedness and
Guaranty Obligations in existence on the Closing Date, (b) the Subsidiary
Guaranty, (c) Indebtedness owed to Borrower or another Subsidiary of Borrower
and (d) Capital Lease Obligations and purchase money obligations of a Subsidiary
in respect of Property used by that Subsidiary.











                                                    -67-

<PAGE>



                                    Article 7
                     INFORMATION AND REPORTING REQUIREMENTS

                  7.1 Financial and Business Information. So long as any Advance
remains unpaid, or any other Obligation remains unpaid, or any portion of the
Commitments remains in force, Borrower shall, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents, at
Borrower's sole expense, deliver to the Administrative Agent for distribution by
it to the Lenders, a sufficient number of copies for all of the Lenders of the
following:

                           (a) As soon as practicable, and in any event within
         45 days after the end of each Fiscal Quarter (other than the fourth
         Fiscal Quarter in any Fiscal Year), the consolidated and consolidating
         (by store) balance sheet of Borrower and its Subsidiaries as at the end
         of such Fiscal Quarter and the consolidated and consolidating (by
         store) statements of operations and cash flows for such Fiscal Quarter,
         and the portion of the Fiscal Year ended with such Fiscal Quarter, all
         in reasonable detail. Such financial statements shall be certified by
         the chief financial officer of Borrower as fairly presenting the
         financial condition, results of operations and cash flows of Borrower
         and its Subsidiaries in accordance with GAAP (other than footnote
         disclosures), consistently applied, as at such date and for such
         periods, subject only to normal year-end accruals and audit
         adjustments;

                           (b) As soon as practicable, and in any event within
         45 days after the end of each Fiscal Quarter, a Pricing Certificate
         setting forth a calculation of the Funded Debt Ratio as of the last day
         of such Fiscal Quarter, and providing reasonable detail as to the
         calculation thereof, which calculations in the case of the fourth
         Fiscal Quarter in any Fiscal Year shall be based on the preliminary
         unaudited financial statements of Borrower and its Subsidiaries for
         such Fiscal Quarter, and as soon as practicable thereafter, in the
         event of any material variance in the actual calculation of the Funded
         Debt Ratio from such preliminary calculation, a revised Pricing
         Certificate setting forth the actual calculation thereof;

                           (c) As soon as practicable, and in any event within
         120 days after the end of each Fiscal Year, the consolidated and
         consolidating (by store) balance sheet of Borrower and its Subsidiaries
         as at the end of such Fiscal Year and the consolidated and
         consolidating (by store) statements of operations, stockholders' equity
         and cash flows, in each case of Borrower and its Subsidiaries for such
         Fiscal Year, all in reasonable detail. Such financial statements shall
         be prepared in accordance with GAAP, consistently applied,









                                                    -68-

<PAGE>



         and such consolidated financial statements shall be accompanied by a
         report of Price Waterhouse Coopers LLP or other independent public
         accountants of recognized standing selected by Borrower and reasonably
         satisfactory to the Requisite Lenders, which report shall be prepared
         in accordance with generally accepted auditing standards as at such
         date, and shall not be subject to any qualifications or exceptions as
         to the scope of the audit nor to any other qualification or exception
         determined by the Requisite Lenders in their good faith business
         judgment to constitute a Material Adverse Effect. Borrower shall also
         provide, when available, any management letter prepared by such
         accountants in conjunction with preparation of the foregoing report;

                           (d) As soon as practicable, and in any event not
         later than thirty (30) days before the commencement of each Fiscal
         Year, a budget and projection by Fiscal Quarter for that Fiscal Year
         and by Fiscal Year for the next two succeeding Fiscal Years, including
         for the first such Fiscal Year, projected consolidated balance sheets,
         statements of operations and statements of cash flow and, for the
         second and third such Fiscal Years, projected consolidated condensed
         balance sheets and statements of operations and cash flows of Borrower
         and its Subsidiaries, all in reasonable detail;

                           (e) Promptly after request by the Administrative
         Agent or any Lender, copies of any detailed audit reports, management
         letters or recom mendations submitted to the board of directors (or the
         audit committee of the board of directors) of Borrower by independent
         accountants in connection with the accounts or books of Borrower or any
         of its Subsidiaries, or any audit of any of them, not otherwise
         required to be delivered to the Administrative Agent pursuant to other
         provisions of this Section 7.1;

                           (f) Promptly after the same (if any) are available,
         and in any event within five (5) Banking Days after filing with the
         Securities and Exchange Commission, copies of each annual report, proxy
         or financial statement or other report or communication sent to the
         stockholders of Borrower, and copies of all annual, regular, periodic
         and special reports and registration statements which Borrower may file
         or be required to file with the Securities and Exchange Commission
         under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
         amended, and not otherwise required to be delivered to the Lenders
         pursuant to other provisions of this Section 7.1;

                           (g) Promptly after request by the Administrative
         Agent or any Lender, copies of any other report or other document that
         was filed by Borrower with any Governmental Agency;









                                                    -69-

<PAGE>



                           (h) Promptly upon a Senior Officer of Borrower
         becoming aware, and in any event within five (5) Banking Days after
         becoming aware, of the occurrence of any (i) "reportable event" (as
         such term is defined in Section 4043 of ERISA, but excluding such
         events as to which the PBGC has by regulation waived the requirement
         therein contained that it be notified within thirty days of the
         occurrence of such event) or (ii) non-exempt "prohibited transaction"
         (as such term is defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Pension Plan or any trust created thereunder,
         telephonic notice specifying the nature thereof, and, no more than two
         (2) Banking Days after such telephonic notice, written notice again
         specifying the nature thereof and specifying what action Borrower is
         taking or proposes to take with respect thereto, and, when known, any
         action taken by the Internal Revenue Service with respect thereto;

                           (i) As soon as practicable, and in any event within
         two (2) Banking Days after a Senior Officer of Borrower becomes aware
         of the existence of any condition or event which constitutes a Default
         or Event of Default, telephonic notice specifying the nature and period
         of existence thereof, and, no more than two (2) Banking Days after such
         telephonic notice, written notice again specifying the nature and
         period of existence thereof and specifying what action Borrower is
         taking or proposes to take with respect thereto;

                           (j) Promptly upon a Senior Officer of Borrower
         becoming aware that (i) any Person has commenced a legal proceeding
         with respect to a claim against Borrower that is $1,000,000 or more in
         excess of the amount thereof that is fully covered by insurance, (ii)
         any creditor under a credit agree ment involving Indebtedness of
         $5,000,000 or more has given written notice of a default thereunder on
         the part of Borrower, (iii) any lessor under a lease involving
         aggregate rent of $5,000,000 or more has commenced a legal action
         claiming a default thereunder on the part of Borrower or (iv) any
         Person has commenced a legal proceeding with respect to a claim against
         Borrower under a contract that is not a credit agreement or material
         lease with respect to a claim of in excess of $1,000,000 or which
         otherwise may reasonably be expected to result in a Material Adverse
         Effect, a written notice describing the pertinent facts relating
         thereto and what action Borrower is taking or proposes to take with
         respect thereto; and

                           (k) Such other data and information as from time to
         time may be reasonably requested by the Administrative Agent, any
         Lender (through the Administrative Agent) or the Requisite Lenders.









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                  7.2 Compliance Certificates. So long as any Advance remains
unpaid, or any other Obligation remains unpaid or unperformed, or any portion of
the Commitments remains outstanding, Borrower shall, at Borrower's sole expense,
deliver to the Administrative Agent for distribution by it to the Lenders
concurrently with the financial statements required pursuant to Sections 7.1(a)
and 7.1(c), a Compliance Certificate signed by a Senior Officer of Borrower.


                                    Article 8
                                   CONDITIONS

                  8.1 Initial Advances, Etc. The obligation of each Lender to
make the initial Advance to be made by it, and the obligation of the Issuing
Lender to issue the initial Letter of Credit, is subject to the following
conditions precedent, each of which shall be satisfied prior to the making of
the initial Advances (unless all of the Lenders, in their sole and absolute
discretion, shall agree otherwise):

                           (a) The Administrative Agent shall have received all
         of the fol lowing, each of which shall be originals unless otherwise
         specified, each properly executed by a Responsible Official of each
         party thereto, each dated as of the Closing Date and each in form and
         substance satisfactory to the Administrative Agent and its legal
         counsel (unless otherwise specified or, in the case of the date of any
         of the following, unless the Administrative Agent otherwise agrees or
         directs):

                                    (1) at least one (1) executed counterpart of
                  this Agreement, together with arrangements satisfactory to the
                  Administrative Agent for additional executed counterparts,
                  sufficient in number for distribution to the Lenders and
                  Borrower;

                                    (2) Line A Notes executed by Borrower in
                  favor of each Lender, each in a principal amount equal to that
                  Lender's Pro Rata Share of the Line A Commitment;

                                    (3) Line B Notes executed by Borrower in
                  favor of each Lender, each in a principal amount equal to that
                  Lender's Pro Rata Share of the Line B Commitment.

                                    (4)     the Subsidiary Guaranty executed by
                  all Subsidiary Guarantors;










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                                    (5)     the Swing Line Documents executed by
                  Borrower;

                                    (6) with respect to Borrower and the
                  Subsidiary Guarantors, such documentation as the
                  Administrative Agent may reasonably require to establish the
                  due organization, valid existence and good standing of
                  Borrower and the Subsidiary Guarantors, their qualification to
                  engage in business in each material jurisdiction in which it
                  is engaged in business or required to be so qualified, their
                  authority to execute, deliver and perform the Loan Documents
                  to which it is a Party, the identity, authority and capacity
                  of each Responsible Official thereof authorized to act on its
                  behalf, including certified copies of articles of
                  incorporation and amendments thereto, bylaws and amendments
                  thereto, certificates of good standing and/or qualification to
                  engage in business, tax clearance certificates, certificates
                  of corporate resolutions, incumbency certificates,
                  Certificates of Responsible Officials, and the like;

                                    (7)     the Opinion of Counsel;

                                    (8)     a Certificate of a Responsible
                  Official of Borrower certifying that the representation
                  contained in Section 4.17 is, to the best of his or her
                  knowledge, true and correct;

                                    (9)     a Certificate of a Responsible
                  Official of Borrower certifying that the conditions specified
                  in Sections 8.1(g) and 8.1(h) have been satisfied; and

                                    (10) such other assurances, certificates,
                  documents or consents as the Administrative Agent or the
                  Requisite Lenders reasonably may require, as may be notified
                  to Borrower at least two (2) Banking Days prior to the Closing
                  Date.

                           (b)      The arrangement fee payable pursuant to
         Section 3.2 shall have been paid.

                           (c)      The participation fee payable pursuant to
         Section 3.3 shall have been paid.

                           (d)      The agency fee payable pursuant to Section
         3.4 shall have been paid.










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<PAGE>



                           (e)      The Administrative Agent shall be satisfied
         with the results of its review of the Projections.

                           (f) The reasonable costs and expenses of the
         Administrative Agent in connection with the preparation of the Loan
         Documents payable pursuant to Section 11.3, and invoiced to Borrower
         prior to the Closing Date, shall have been paid.

                           (g)      The representations and warranties of
         Borrower contained in Article 4 shall be true and correct in all
         material respects.

                           (h) Borrower and any other Parties shall be in
         compliance with all the terms and provisions of the Loan Documents, and
         giving effect to the initial Advance, no Default or Event of Default
         shall have occurred and be continuing.

                           (i) All legal matters relating to the Loan Documents
         shall be satisfactory to Sheppard, Mullin, Richter & Hampton LLP,
         special counsel to the Administrative Agent.

                           (j)      The Closing Date shall have occurred on or
         before August 1, 2000.

                  8.2 Any Advance, Etc. The obligation of each Lender to make
any Advance, and the obligation of the Issuing Lender to issue any Letter of
Credit, is subject to the following conditions precedent (unless the Requisite
Lenders or, in any case where the approval of all of the Lenders is required
pursuant to Section 11.2, all of the Lenders, in their sole and absolute
discretion, shall agree otherwise):

                           (a) except (i) for representations and warranties
         which expressly speak as of a particular date or are no longer true and
         correct as a result of a change which is permitted by this Agreement or
         (ii) as disclosed by Borrower and approved in writing by the Requisite
         Lenders, the representations and warranties contained in Article 4
         (other than Sections 4.4(a), 4.6 (first sentence), 4.10 and 4.17) shall
         be true and correct in all material respects on and as of the date of
         the Advance as though made on that date;

                           (b)      no circumstance or event shall have occurred
         that constitutes a Material Adverse Effect since the Closing Date;










                                                    -73-

<PAGE>



                           (c) other than matters described in Schedule 4.10 or
         not required as of the Closing Date to be therein described, there
         shall not be, to the best knowledge of a Senior Officer of Borrower,
         then pending or threatened any action, suit, proceeding or
         investigation against or affecting Borrower or any of its Subsidiaries
         or any Property of any of them before any Governmental Agency that
         constitutes a Material Adverse Effect;

                           (d) the Administrative Agent shall have timely
         received a Request for Loan (or telephonic or other request for Loan
         referred to in the second sentence of Section 2.1(c), if applicable),
         or a Request for Letter of Credit (as applicable), in compliance with
         Article 2; and

                           (e) the Administrative Agent shall have received, in
         form and substance satisfactory to the Administrative Agent, such other
         assurances, certificates, documents or consents related to the
         foregoing as the Administrative Agent or Requisite Lenders reasonably
         may require.


                                    Article 9
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

                  9.1 Events of Default. The existence or occurrence of any one
or more of the following events, whatever the reason therefor and under any
circumstances whatsoever, shall constitute an Event of Default:

                           (a)      Borrower fails to pay any principal on any
         of the Notes, or any portion thereof, on the date when due; or

                           (b) Borrower fails to pay any interest on any of the
         Notes, or any fees under Sections 3.5 or 3.6, or any portion thereof,
         within two (2) Banking Days after the date when due; or fails to pay
         any other fee or amount payable to the Lenders under any Loan Document,
         or any portion thereof, within seven (7) Banking Days after demand
         therefor (provided that this Section 9.1(b) shall not apply to any
         failure to pay any amount not paid at a time when Borrower's general
         operating bank account with the Administrative Agent has a credit
         balance in collected funds at least equal to such amount and the
         Administrative Agent is able to, but fails to, debit such account
         pursuant to Section 3.12(b)); or

                           (c)      Borrower fails to comply with any of the
         covenants contained in Article 6; or
                      ---------









                                                    -74-

<PAGE>



                           (d)      Borrower fails to comply with Section 7.1(i)
         in any respect that is materially adverse to the interests of the
         Lenders; or

                           (e) Borrower or any other Party fails to perform or
         observe any other covenant or agreement (not specified in clause (a),
         (b), (c) or (d) above) contained in any Loan Document on its part to be
         performed or observed within twenty (20) Banking Days after the giving
         of notice by the Administrative Agent on behalf of the Requisite
         Lenders of such Default or, if such Default is not reasonably
         susceptible of cure within such period, within such longer period as is
         reasonably necessary to effect a cure so long as Borrower or such Party
         continues to diligently pursue cure of such Default but not in any
         event in excess of forty (40) Banking Days; or

                           (f) Any representation or warranty of Borrower or any
         other Party made in any Loan Document, or in any certificate or other
         writing delivered by Borrower or such Party pursuant to any Loan
         Document, proves to have been incorrect when made or reaffirmed in any
         respect that is materially adverse to the interests of the Lenders; or

                           (g) Borrower (i) fails to pay the principal, or any
         principal installment, of any present or future Indebtedness of
         $5,000,000 or more, or any guaranty of present or future Indebtedness
         of $5,000,000 or more, on its part to be paid, when due (or within any
         stated grace period), whether at the stated maturity, upon
         acceleration, by reason of required prepayment or otherwise or (ii)
         fails to perform or observe any other term, covenant or agreement on
         its part to be performed or observed, or suffers any event of default
         to occur, in connection with any present or future Indebtedness of
         $5,000,000 or more, or of any guaranty of present or future
         Indebtedness of $5,000,000 or more, if as a result of such failure or
         sufferance any holder or holders thereof (or an agent or trustee on its
         or their behalf) has the right to declare such Indebtedness due before
         the date on which it otherwise would become due or the right to require
         Borrower to redeem or purchase, or offer to redeem or purchase, all or
         any portion of such Indebtedness; or

                           (h) Any Loan Document, at any time after its
         execution and delivery and for any reason other than the agreement or
         action (or omission to act) of the Administrative Agent or the Lenders
         or satisfaction in full of all the Obligations, ceases to be in full
         force and effect or is declared by a court of competent jurisdiction to
         be null and void, invalid or unenforceable in any respect which is
         materially adverse to the interests of the Lenders; or any Party









                                                    -75-

<PAGE>



         thereto denies in writing that it has any or further liability or
         obligation under any Loan Document, or purports to revoke, terminate or
         rescind same; or

                           (i) A final judgment against Borrower is entered for
         the payment of money in excess of $2,000,000 (not covered by insurance
         or for which an insurer has reserved its rights) and, absent
         procurement of a stay of execution, such judgment remains unsatisfied
         for thirty (30) calendar days after the date of entry of judgment, or
         in any event later than five (5) days prior to the date of any proposed
         sale thereunder; or any writ or warrant of attachment or execution or
         similar process is issued or levied against all or any material part of
         the Property of Borrower and is not released, vacated or fully bonded
         within thirty (30) calendar days after its issue or levy; or

                           (j) Borrower institutes or consents to the
         institution of any proceeding under a Debtor Relief Law relating to it
         or to all or any material part of its Property, or is unable or admits
         in writing its inability to pay its debts as they mature, or makes an
         assignment for the benefit of creditors; or applies for or consents to
         the appointment of any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer for it or for all or any
         material part of its Property; or any receiver, trustee, custodian,
         conservator, liquidator, rehabilitator or similar officer is appointed
         without the application or consent of that Person and the appointment
         continues undischarged or unstayed for sixty (60) calendar days; or any
         proceeding under a Debtor Relief Law relating to any such Person or to
         all or any part of its Property is instituted without the consent of
         that Person and continues undismissed or unstayed for sixty (60)
         calendar days; or

                           (k)      The occurrence of an Event of Default (as
         such term is or may hereafter be specifically defined in any other
         Loan Document) under any other Loan Document; or

                           (l) Any Pension Plan maintained by Borrower is
         finally determined by the PBGC to have a material "accumulated funding
         deficiency" as that term is defined in Section 302 of ERISA in excess
         of an amount equal to 5% of the consolidated total assets of Borrower
         as of the most-recently ended Fiscal Quarter; or

                           (m) The Requisite Lenders notify Borrower that they
         have determined in good faith that a circumstance or event has occurred
         that constitutes a Material Adverse Effect and such circumstance or
         event remains unremedied for seven (7) Banking Days (or, if such
         circumstance or event is not









                                                    -76-

<PAGE>



         capable of being remedied within such period, for such longer period as
         it is reasonably necessary to effect a remedy so long as Borrower
         continues to diligently pursue remedy of such Material Adverse Effect
         but not in any event longer than twenty (20) Banking Days).

                  9.2 Remedies Upon Event of Default. Without limiting any other
rights or remedies of the Administrative Agent or the Lenders provided for
elsewhere in this Agreement, or the other Loan Documents, or by applicable Law,
or in equity, or otherwise:

                           (a)      Upon the occurrence, and during the
         continuance, of any Event of Default other than an Event of Default
         described in Section 9.1(j):

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent or the Lenders
                  and all rights of Borrower and any other Parties under the
                  Loan Documents shall be suspended without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, except
                  that all of the Lenders or the Requisite Lenders (as the case
                  may be, in accordance with Section 11.2) may waive an Event of
                  Default or, without waiving, determine, upon terms and
                  conditions satisfactory to the Lenders or Requisite Lenders,
                  as the case may be, to reinstate the Commitments and such
                  other obligations and rights and make further Advances, which
                  waiver or determination shall apply equally to, and shall be
                  binding upon, all the Lenders;

                                    (2) the Issuing Lender may, with the
                  approval of the Administrative Agent on behalf of the
                  Requisite Lenders, demand immediate payment by Borrower of an
                  amount equal to the aggregate amount of all outstanding
                  Letters of Credit to be held by the Issuing Lender in an
                  interest-bearing cash collateral account as collateral
                  hereunder (which shall be returned to Borrower if such Letters
                  of Credit expire undrawn and all other Obligations are then
                  satisfied); and

                                    (3) the Requisite Lenders may request the
                  Administrative Agent to, and the Administrative Agent
                  thereupon shall, terminate the Commitments and/or declare all
                  or any part of the unpaid principal of all Notes, all interest
                  accrued and unpaid thereon and all other amounts payable under
                  the Loan Documents to be forthwith due and payable, whereupon
                  the same shall become and be forthwith due and payable,
                  without protest, presentment, notice of dishonor, demand or









                                                    -77-

<PAGE>



                  further notice of any kind, all of which are expressly waived
                  by Borrower.

                           (b)      Upon the occurrence of any Event of Default
         described in Section 9.1(j):

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent or the Lenders
                  and all rights of Borrower and any other Parties under the
                  Loan Documents shall terminate without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, except
                  that all of the Lenders may waive the Event of Default or,
                  without waiving, determine, upon terms and conditions
                  satisfactory to all the Lenders, to reinstate the Commitments
                  and such other obligations and rights and make further
                  Advances, which determination shall apply equally to, and
                  shall be binding upon, all the Lenders;

                                    (2) an amount equal to the aggregate amount
                  of all outstanding Letters of Credit shall be immediately due
                  and payable to the Issuing Lender without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, to be
                  held by the Issuing Lender in an interest-bearing cash
                  collateral account as collateral hereunder (which shall be
                  returned to Borrower if such Letters of Credit expire undrawn
                  and all other Obligations are then satisfied); and

                                    (3) the unpaid principal of all Notes, all
                  interest accrued and unpaid thereon and all other amounts
                  payable under the Loan Documents shall be forthwith due and
                  payable, without protest, present ment, notice of dishonor,
                  demand or further notice of any kind, all of which are
                  expressly waived by Borrower.

                           (c) Upon the occurrence of any Event of Default, the
         Lenders and the Administrative Agent, or any of them, without notice to
         (except as expressly provided for in any Loan Document) or demand upon
         Borrower, which are expressly waived by Borrower (except as to notices
         expressly provided for in any Loan Document), may proceed (but only
         with the consent of the Requisite Lenders) to protect, exercise and
         enforce their rights and remedies under the Loan Documents against
         Borrower and any other Party and such other rights and remedies as are
         provided by Law or equity.










                                                    -78-

<PAGE>



                           (d) The order and manner in which the Lenders' rights
         and remedies are to be exercised shall be determined by the Requisite
         Lenders in their sole discretion, and all payments received by the
         Administrative Agent and the Lenders, or any of them, shall be applied
         first to the costs and expenses (including reasonable attorneys' fees
         and disbursements) of the Administrative Agent and of the Lenders, and
         thereafter paid pro rata to the Lenders in the same proportions that
         the aggregate Obligations owed to each Lender under the Loan Documents
         bear to the aggregate Obligations owed under the Loan Documents to all
         the Lenders, without priority or preference among the Lenders.
         Regardless of how each Lender may treat payments for the purpose of its
         own accounting, for the purpose of computing Borrower's Obligations
         here under and under the Notes, payments shall be applied first, to the
         costs and expenses of the Administrative Agent and the Lenders, as set
         forth above, second, to the payment of accrued and unpaid interest due
         under any Loan Documents to and including the date of such application
         (ratably, and without duplication, according to the accrued and unpaid
         interest due under each of the Loan Documents), and third, to the
         payment of all other amounts (including principal and fees) then owing
         to the Administrative Agent or the Lenders under the Loan Documents. No
         application of payments will cure any Event of Default, or prevent
         acceleration, or continued acceleration, of amounts payable under the
         Loan Documents, or prevent the exercise, or continued exercise, of
         rights or remedies of the Lenders hereunder or thereunder or at Law or
         in equity.


                                   Article 10
                            THE ADMINISTRATIVE AGENT

                  10.1 Appointment and Authorization. Subject to Section 10.8,
each Lender hereby irrevocably appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Administrative Agent by the terms thereof
or are reasonably incidental, as determined by the Administrative Agent,
thereto. This appointment and authorization is intended solely for the purpose
of facilitating the servicing of the Loans and does not constitute appointment
of the Administrative Agent as trustee for any Lender or as representative of
any Lender for any other purpose and, except as specifically set forth in the
Loan Documents to the contrary, the Administrative Agent shall take such action
and exercise such powers only in an administrative and ministerial capacity.










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                  10.2 Administrative Agent and Affiliates. Wells Fargo Bank,
National Association (and each successor Administrative Agent) has the same
rights and powers under the Loan Documents as any other Lender and may exercise
the same as though it were not the Administrative Agent, and the term "Lender"
or "Lenders" includes Wells Fargo Bank, National Association in its individual
capacity. Wells Fargo Bank, National Association (and each successor
Administrative Agent) and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust or other business with
Borrower, any Subsidiary thereof, or any Affiliate of Borrower or any Subsidiary
thereof, as if it were not the Administrative Agent and without any duty to
account therefor to the Lenders. Wells Fargo Bank, National Association (and
each successor Administrative Agent) need not account to any other Lender for
any monies received by it for reimbursement of its costs and expenses as
Administrative Agent hereunder, or (subject to Section 11.10) for any monies
received by it in its capacity as a Lender hereunder. The Administrative Agent
shall not be deemed to hold a fiduciary relationship with any Lender and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.

                  10.3 Proportionate Interest in any Collateral. The
Administrative Agent, on behalf of all the Lenders, shall hold in accordance
with the Loan Documents all items of any collateral or interests therein
received or held by the Administrative Agent. Subject to the Administrative
Agent's and the Lenders' rights to reimbursement for their costs and expenses
hereunder (including reasonable attorneys' fees and disbursements and other
professional services) and subject to the application of payments in accordance
with Section 9.2(d), each Lender shall have an interest in such collateral or
interests therein in the same proportions that the aggregate Obligations owed
such Lender under the Loan Documents bear to the aggregate Obligations owed
under the Loan Documents to all the Lenders, without priority or preference
among the Lenders.

                  10.4 Lenders' Credit Decisions. Each Lender agrees that it
has, independently and without reliance upon the Administrative Agent, any other
Lender or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Lender, and instead in reliance upon
information supplied to it by or on behalf of Borrower and upon such other
information as it has deemed appropriate, made its own independent credit
analysis and decision to enter into this Agreement. Each Lender also agrees that
it shall, independently and without reliance upon the Administrative Agent, any
other Lender or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Lender, continue to make its own
independent credit analyses and decisions in acting or not acting under the Loan
Documents.









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<PAGE>



                  10.5  Action by Administrative Agent.

                           (a) Absent actual knowledge of the Administrative
         Agent of the existence of a Default, the Administrative Agent may
         assume that no Default has occurred and is continuing, unless the
         Administrative Agent has received notice from Borrower stating the
         nature of the Default or has received notice from a Lender stating the
         nature of the Default and that such Lender considers the Default to
         have occurred and to be continuing.

                           (b)      The Administrative Agent has only those
         obligations under the Loan Documents as are expressly set forth
         therein.

                           (c) Except for any obligation expressly set forth in
         the Loan Documents and as long as the Administrative Agent may assume
         that no Event of Default has occurred and is continuing, the
         Administrative Agent may, but shall not be required to, exercise its
         discretion to act or not act, except that the Administrative Agent
         shall be required to act or not act upon the instructions of the
         Requisite Lenders (or of all the Lenders, to the extent required by
         Section 11.2) and those instructions shall be binding upon the
         Administrative Agent and all the Lenders, provided that the
         Administrative Agent shall not be required to act or not act if to do
         so would be contrary to any Loan Document or to applicable Law or would
         result, in the reasonable judgment of the Administrative Agent, in
         substantial risk of liability to the Administrative Agent.

                           (d) If the Administrative Agent has received a notice
         specified in clause (a), the Administrative Agent shall immediately
         give notice thereof to the Lenders and shall act or not act upon the
         instructions of the Requisite Lenders (or of all the Lenders, to the
         extent required by Section 11.2), provided that the Administrative
         Agent shall not be required to act or not act if to do so would be
         contrary to any Loan Document or to applicable Law or would result, in
         the reasonable judgment of the Administrative Agent, in substantial
         risk of liability to the Administrative Agent, and except that if the
         Requisite Lenders (or all the Lenders, if required under Section 11.2)
         fail, for five (5) Banking Days after the receipt of notice from the
         Administrative Agent, to instruct the Administrative Agent, then the
         Administrative Agent, in its sole discretion, may act or not act as it
         deems advisable for the protection of the interests of the Lenders.

                           (e)      The Administrative Agent shall have no
         liability to any Lender for acting, or not acting, as instructed by the
         Requisite Lenders (or all









                                                    -81-

<PAGE>



         the Lenders, if required under Section 11.2), notwithstanding any other
         provision hereof.

                  10.6 Liability of Administrative Agent. Neither the
Administrative Agent nor any of its directors, officers, agents, employees or
attorneys shall be liable for any action taken or not taken by them under or in
connection with the Loan Documents, except for their own gross negligence or
willful misconduct. Without limitation on the foregoing, the Administrative
Agent and its directors, officers, agents, employees and attorneys:

                           (a) May treat the payee of any Note as the holder
         thereof until the Administrative Agent receives notice of the
         assignment or transfer thereof, in form satisfactory to the
         Administrative Agent, signed by the payee, and may treat each Lender as
         the owner of that Lender's interest in the Obligations for all purposes
         of this Agreement until the Administrative Agent receives notice of the
         assignment or transfer thereof, in form satisfactory to the
         Administrative Agent, signed by that Lender;

                           (b) May consult with legal counsel (including
         in-house legal counsel), accountants (including in-house accountants)
         and other professionals or experts selected by it, or with legal
         counsel, accountants or other profes sionals or experts for Borrower
         and/or their Subsidiaries or the Lenders, and shall not be liable for
         any action taken or not taken by it in good faith in accordance with
         any advice of such legal counsel, accountants or other professionals or
         experts;

                           (c) Shall not be responsible to any Lender for any
         statement, warranty or representation made in any of the Loan Documents
         or in any notice, certificate, report, request or other statement
         (written or oral) given or made in connection with any of the Loan
         Documents;

                           (d) Except to the extent expressly set forth in the
         Loan Documents, shall have no duty to ask or inquire as to the
         performance or observance by Borrower or its Subsidiaries of any of the
         terms, conditions or covenants of any of the Loan Documents or to
         inspect any collateral or any Property, books or records of Borrower or
         its Subsidiaries;

                           (e) Will not be responsible to any Lender for the due
         execution, legality, validity, enforceability, genuineness,
         effectiveness, sufficiency or value of any Loan Document, any other
         instrument or writing furnished pursuant thereto or in connection
         therewith, or any collateral;









                                                    -82-

<PAGE>



                           (f) Will not incur any liability by acting or not
         acting in reliance upon any Loan Document, notice, consent,
         certificate, statement, request or other instrument or writing believed
         in good faith by it to be genuine and signed or sent by the proper
         party or parties; and

                           (g) Will not incur any liability for any arithmetical
         error in computing any amount paid or payable by Borrower or any
         Subsidiary or Affiliate thereof or paid or payable to or received or
         receivable from any Lender under any Loan Document, including, without
         limitation, principal, interest, commitment fees, Advances and other
         amounts; provided that, promptly upon discovery of such an error in
         computation, the Administrative Agent, the Lenders and (to the extent
         applicable) Borrower and/or its Subsidiaries or Affiliates shall make
         such adjustments as are necessary to correct such error and to restore
         the parties to the position that they would have occupied had the error
         not occurred.

                  10.7 Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share of the Commitments (if the Commitments are then in
effect) or in accordance with its proportion of the aggregate Indebtedness then
evidenced by the Notes (if the Commitments have then been terminated), indemnify
and hold the Administrative Agent and its directors, officers, agents, employees
and attorneys harmless against any and all claims, demands, actions, or causes
of action and any and all liabilities, losses, costs or expenses related thereto
(including reasonable attorneys' fees and disbursements) that may be imposed on,
incurred by or asserted against it or them in any way relating to or arising out
of the Loan Documents (other than losses incurred by reason of the failure of
Borrower to pay the Indebtedness represented by the Notes) or any action taken
or not taken by it as Administrative Agent thereunder, except such as result
from its own gross negligence or willful misconduct. Without limitation on the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
that Lender's Pro Rata Share of any out-of-pocket cost or expense incurred by
the Administrative Agent in connection with the negotiation, preparation,
execution, delivery, amendment, waiver, restructuring, reorganization (including
a bankruptcy reorganization), enforcement or attempted enforcement of the Loan
Documents, to the extent that Borrower or any other Party is required by Section
11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this
Section 10.7 shall entitle the Administrative Agent or any indemnitee referred
to above to recover any amount from the Lenders if and to the extent that such
amount has theretofore been recovered from Borrower or any of its Subsidiaries.
To the extent that the Administrative Agent or any indemnitee referred to above
is later reimbursed such amount by Borrower or any of its Subsidiaries, it shall
return the amounts paid to it by the Lenders in respect of such amount.









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                  10.8 Successor Administrative Agent. The Administrative Agent
may, and at the request of the Requisite Lenders shall, resign as Administrative
Agent upon reasonable notice to the Lenders and Borrower effective upon
acceptance of appointment by a successor Administrative Agent. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
the Requisite Lenders shall appoint from among the Lenders a successor
Administrative Agent for the Lenders, which successor Administrative Agent shall
be approved by Borrower (and such approval shall not be unreasonably withheld or
delayed). If no successor Administrative Agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and
Borrower, a successor Administrative Agent from among the Lenders. Upon the
acceptance of its appointment as successor Administrative Agent hereunder, such
successor Administrative Agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor Administrative Agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 10, and Sections 11.3,
11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.
Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid
its agency fees under Section 3.5 or has not been reimbursed for any expense
reimbursable to it under Section 11.3, in either case for a period of at least
one (1) year and (b) no successor Administrative Agent has accepted appointment
as Administrative Agent by the date which is thirty (30) days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall designate a Lender to receive all notices from Borrower
during this period but all of the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Requisite Lenders
appoint a successor Administrative Agent as provided for above.

                  10.9 No Obligations of Borrower. Nothing contained in this
Article 10 shall be deemed to impose upon Borrower any obligation in respect of
the due and punctual performance by the Administrative Agent of its obligations
to the Lenders under any provision of this Agreement, and Borrower shall have no
liability to the Administrative Agent or any of the Lenders in respect of any
failure by the Administrative Agent or any Lender to perform any of its
obligations to the Administrative Agent or the Lenders under this Agreement.
Without limiting the generality of the foregoing, where any provision of this
Agreement relating to the payment of any amounts due and owing under the Loan
Documents provides that such payments shall be made by Borrower to the
Administrative Agent for the account of









                                                    -84-

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the Lenders, Borrower's obligations to the Lenders in respect of such payments
shall be deemed to be satisfied upon the making of such payments to the
Administrative Agent in the manner provided by this Agreement. In addition,
Borrower may rely on a written statement by the Administrative Agent to the
effect that it has obtained the written consent of the Requisite Lenders or all
of the Lenders, as applicable under Section 11.2, in connection with a waiver,
amendment, consent, approval or other action by the Lenders hereunder, and shall
have no obligation to verify or confirm the same.


                                   Article 11
                                  MISCELLANEOUS

                  11.1 Cumulative Remedies; No Waiver. The rights, powers,
privileges and remedies of the Administrative Agent and the Lenders provided
herein or in any Note or other Loan Document are cumulative and not exclusive of
any right, power, privilege or remedy provided by Law or equity. No failure or
delay on the part of the Administrative Agent or any Lender in exercising any
right, power, privilege or remedy may be, or may be deemed to be, a waiver
thereof; nor may any single or partial exercise of any right, power, privilege
or remedy preclude any other or further exercise of the same or any other right,
power, privilege or remedy. The terms and conditions of Article 8 hereof are
inserted for the sole benefit of the Administrative Agent and the Lenders; the
same may be waived in whole or in part, with or without terms or conditions, in
respect of any Loan without prejudicing the Administrative Agent's or the
Lenders' rights to assert them in whole or in part in respect of any other Loan.

                  11.2 Amendments; Consents. No amendment, modification,
supplement, extension, termination or waiver of any provision of this Agreement
or any other Loan Document, no approval or consent thereunder, and no consent to
any departure by Borrower or any other Party therefrom, may in any event be
effective unless in writing signed by the Administrative Agent with the written
approval of the Requisite Lenders (and, in the case of any amendment,
modification or supplement of or to any Loan Document to which Borrower is a
Party, signed by Borrower, and, in the case of any amendment, modification or
supplement to Article 10, signed by the Administrative Agent), and then only in
the specific instance and for the specific purpose given; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement,
termination, waiver or consent may be effective:

                           (a)      To amend or modify the principal of, or the
         amount of principal, principal prepayments or the rate of interest
         payable on, any Note, or









                                                    -85-

<PAGE>



         the amount of the Commitments (other than as permitted pursuant to
         Sections 2.5 and 2.7) or the Pro Rata Share of any Lender (other than
         as permitted pursuant to Section 2.7) or the amount of any commitment
         fee payable to any Lender, or any other fee or amount payable to any
         Lender under the Loan Documents or to waive an Event of Default
         consisting of the failure of Borrower to pay when due principal,
         interest or any fee;

                           (b)      To postpone any date fixed for any payment
         of principal of, prepayment of principal of or any installment of
         interest on, any Note or any installment of any fee, or to extend the
         term of the Commitments;

                           (c) To amend the provisions of the definition of
         "Amortization Date" or "Line B Commitment Amortization Amount" or
         "Requisite Lenders" or "Line A Maturity Date" or "Line B Maturity
         Date";

                           (d)      To release any Subsidiary Guarantor from its
         obligations under the Subsidiary Guaranty;

                           (e)      To amend or waive Article 8 or this Section
         11.2; or

                           (f)      To amend any provision of this Agreement
         that expressly requires the consent or approval of all the Lenders.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section 11.2 shall apply equally to, and shall be binding upon, all the
Lenders and the Administrative Agent.

                  11.3 Costs and Expenses. Borrower shall pay within seven (7)
Banking Days after demand, accompanied by an invoice therefor, the reasonable
costs and expenses of the Administrative Agent in connection with the
negotiation, preparation, syndication, execution and delivery of the Loan
Documents and any amendment thereto or waiver thereof. Borrower shall also pay
on demand, accompanied by an invoice therefor, the reasonable out-of-pocket
costs and expenses of the Administrative Agent and the Lenders in connection
with the refinancing, restructuring, reorganization (including a bankruptcy
reorganization) and enforcement or attempted enforcement of the Loan Documents,
and any matter related thereto. The foregoing costs and expenses shall include
filing fees, recording fees, title insurance fees, appraisal fees, search fees,
and other out-of-pocket expenses and the reasonable fees and out-of- pocket
expenses of any legal counsel, independent public accountants and other outside
experts retained by the Administrative Agent or any Lender, whether or not such
costs and expenses are incurred or suffered by the Administrative Agent or any









                                                    -86-

<PAGE>



Lender in connection with or during the course of any bankruptcy or insolvency
pro ceedings of any of Borrower or any Subsidiary thereof. Any amount payable to
the Administrative Agent or any Lender under this Section 11.3 shall bear
interest from the seventh Banking Day following the date of demand for payment
at the Default Rate.

                  11.4 Nature of Lenders' Obligations. The obligations of the
Lenders hereunder are several and not joint or joint and several. Nothing
contained in this Agreement or any other Loan Document and no action taken by
the Administrative Agent or the Lenders or any of them pursuant hereto or
thereto may, or may be deemed to, make the Lenders a partnership, an
association, a joint venture or other entity, either among themselves or with
the Borrower or any Affiliate of Borrower. A default by any Lender will not
increase the Pro Rata Share of the Commitments attributable to any other Lender.
Any Lender not in default may, if it desires, assume in such proportion as the
nondefaulting Lenders agree the obligations of any Lender in default, but is not
obligated to do so. The Administrative Agent agrees that it will use its best
efforts either to induce promptly the other Lenders to assume the obligations of
a Lender in default or to obtain promptly another Lender, reasonably
satisfactory to Borrower, to replace such a Lender in default.

                  11.5 Survival of Representations and Warranties. All
representations and warranties contained herein or in any other Loan Document,
or in any certificate or other writing delivered by or on behalf of any one or
more of the Parties to any Loan Document, will survive the making of the Loans
hereunder and the execution and delivery of the Notes, and have been or will be
relied upon by the Administrative Agent and each Lender, notwithstanding any
investigation made by the Administrative Agent or any Lender or on their behalf.

                  11.6 Notices. Except as otherwise expressly provided in the
Loan Documents, all notices, requests, demands, directions and other
communications provided for hereunder or under any other Loan Document must be
in writing and must be mailed, telegraphed, telecopied, dispatched by commercial
courier or delivered to the appropriate party at the address set forth on the
signature pages of this Agreement or other applicable Loan Document or, as to
any party to any Loan Document, at any other address as may be designated by it
in a written notice sent to all other parties to such Loan Document in
accordance with this Section. Except as otherwise expressly provided in any Loan
Document, if any notice, request, demand, direction or other communication
required or permitted by any Loan Document is given by mail it will be effective
on the earlier of receipt or the fourth Banking Day after deposit in the United
States mail with first class or airmail postage prepaid; if given by telegraph
or cable, when delivered to the telegraph company with charges









                                                    -87-

<PAGE>



prepaid; if given by telecopier, when sent; if dispatched by commercial courier,
on the scheduled delivery date; or if given by personal delivery, when
delivered.

                  11.7 Execution of Loan Documents. Unless the Administrative
Agent otherwise specifies with respect to any Loan Document, (a) this Agreement
and any other Loan Document may be executed in any number of counterparts and
any party hereto or thereto may execute any counterpart, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts of this Agreement or any other Loan Document, as the case may be,
when taken together will be deemed to be but one and the same instrument and (b)
execution of any such counterpart may be evidenced by a telecopier transmission
of the signature of such party. The execution of this Agreement or any other
Loan Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

                  11.8  Binding Effect; Assignment.

                           (a) This Agreement and the other Loan Documents to
         which Borrower is a Party will be binding upon and inure to the benefit
         of Borrower, the Administrative Agent, each of the Lenders, and their
         respective successors and assigns, except that Borrower may not assign
         its rights hereunder or thereunder or any interest herein or therein
         without the prior written consent of all the Lenders. Each Lender
         represents that it is not acquiring its Notes with a view to the
         distribution thereof within the meaning of the Securities Act of 1933,
         as amended (subject to any requirement that disposition of such Notes
         must be within the control of such Lender). Any Lender may at any time
         pledge its Notes or any other instrument evidencing its rights as a
         Lender under this Agreement to a Federal Reserve Bank, but no such
         pledge shall release that Lender from its obligations hereunder or
         grant to such Federal Reserve Bank the rights of a Lender hereunder
         absent foreclosure of such pledge.

                           (b) From time to time following the Closing Date,
         each Lender may assign to one or more Eligible Assignees all or any
         portion of its Pro Rata Share of the Commitments; provided that (i)
         such Eligible Assignee, if not then a Lender or an Affiliate of the
         assigning Lender, shall be approved by the Administrative Agent and (if
         no Event of Default then exists) Borrower (neither of which approvals
         shall be unreasonably withheld or delayed), (ii) such assign ment shall
         be evidenced by a Commitments Assignment and Acceptance, a copy of
         which shall be furnished to the Administrative Agent as hereinbelow
         provided, (iii) except in the case of an assignment to an Affiliate of
         the assigning Lender, to another Lender or of the entire remaining
         Commitments of









                                                    -88-

<PAGE>



         the assigning Lender, the assignment shall not assign a Pro Rata Share
         of the Commitments that is equivalent to less than $5,000,000 and (iv)
         the effective date of any such assignment shall be as specified in the
         Commitments Assignment and Acceptance, but not earlier than the date
         which is five (5) Banking Days after the date the Administrative Agent
         has received the Commitments Assignment and Acceptance. Upon the
         effective date of such Commitments Assignment and Acceptance, the
         Eligible Assignee named therein shall be a Lender for all purposes of
         this Agreement, with the Pro Rata Share of the Commitments therein set
         forth and, to the extent of such Pro Rata Share, the assigning Lender
         shall be released from its further obligations under this Agreement.
         Borrower agrees that it shall execute and deliver (against delivery by
         the assigning Lender to Borrower of its Notes) to such assignee Lender,
         Notes evidencing that assignee Lender's Pro Rata Share of the
         Commitments, and to the assigning Lender, Notes evidencing the
         remaining balance Pro Rata Share retained by the assigning Lender.

                           (c) By executing and delivering a Commitments
         Assignment and Acceptance, the Eligible Assignee thereunder
         acknowledges and agrees that: (i) other than the representation and
         warranty that the assigning Lender is the legal and beneficial owner of
         the Pro Rata Share of the Commitments being assigned thereby free and
         clear of any Lien or other adverse claim, the assigning Lender has made
         no representation or warranty and assumes no responsibility with
         respect to any statements, warranties or representations made in or in
         connection with this Agreement or the execution, legality, validity,
         enforceability, genuineness or sufficiency of this Agreement or any
         other Loan Document; (ii) the assigning Lender has made no
         representation or warranty and assumes no responsibility with respect
         to the financial condition of Borrower or the performance by Borrower
         of the Obligations; (iii) it has received a copy of this Agreement,
         together with copies of the most recent financial statements delivered
         pursuant to Section 7.1 and such other documents and information as it
         has deemed appropriate to make its own credit analysis and decision to
         enter into such Commitments Assignment and Acceptance; (iv) it will,
         independently and without reliance upon the Administrative Agent or any
         Lender and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under this Agreement; (v) it appoints and
         authorizes the Administrative Agent to take such action and to exercise
         such powers under this Agreement as are delegated to the Administrative
         Agent by this Agreement; and (vi) it will perform in accordance with
         their terms all of the obligations which by the terms of this Agreement
         are required to be performed by it as a Lender.










                                                    -89-

<PAGE>



                           (d) The Administrative Agent shall maintain at the
         Administrative Agent's Office a copy of each Commitments Assignment and
         Acceptance delivered to it and a register (the "Register") of the names
         and address of each of the Lenders and the Pro Rata Share of the
         Commitments held by each Lender, giving effect to each Commitments
         Assignment and Acceptance. The Register shall be available during
         normal business hours for inspection by Borrower or any Lender upon
         reasonable prior notice to the Administrative Agent. After receipt of a
         completed Commitments Assignment and Acceptance executed by any Lender
         and an Eligible Assignee, and receipt of an assignment fee of $3,500
         from such Lender or Eligible Assignee, the Administrative Agent shall,
         promptly following the effective date thereof, provide to Borrower and
         the Lenders a revised Schedule 1.1 giving effect there to. Borrower,
         the Administrative Agent and the Lenders shall deem and treat the
         Persons listed as Lenders in the Register as the holders and owners of
         the Pro Rata Share of the Commitments listed therein for all purposes
         hereof, and no assignment or transfer of any such Pro Rata Share of the
         Commitments shall be effective, in each case unless and until a
         Commitments Assignment and Acceptance effecting the assignment or
         transfer thereof shall have been accepted by the Administrative Agent
         and recorded in the Register as provided above. Prior to such
         recordation, all amounts owed with respect to the applicable Pro Rata
         Share of the Commitments shall be owed to the Lender listed in the
         Register as the owner thereof, and any request, authority or consent of
         any Person who, at the time of making such request or giving such
         authority or consent, is listed in the Register as a Lender shall be
         conclusive and binding on any subsequent holder, assignee or transferee
         of the corresponding Pro Rata Share of the Commitments.

                           (e) Each Lender may from time to time grant
         participations to one or more banks or other financial institutions in
         a portion of its Pro Rata Share of the Commitments; provided, however,
         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, (iii) the
         participating banks or other financial institutions shall not be a
         Lender hereunder for any purpose except, if the participation agreement
         so provides, for the purposes of Sections 3.7, 3.8, 11.11 and 11.22 but
         only to the extent that the cost of such benefits to Borrower does not
         exceed the cost which Borrower would have incurred in respect of such
         Lender absent the participa tion, (iv) Borrower, the Administrative
         Agent 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, (v) the participation interest shall
         be expressed as a percentage of the granting Lender's Pro Rata









                                                    -90-

<PAGE>



         Share of the Commitments as it then exists and shall not restrict an
         increase in the Commitments, or in the granting Lender's Pro Rata Share
         of the Commitments, so long as the amount of the participation interest
         is not affected thereby and (vi) the consent of the holder of such
         participation interest shall not be required for amendments or waivers
         of provisions of the Loan Documents other than those which (A) extend
         the Line A Maturity Date, the Line B Maturity Date or any other date
         upon which any payment of money is due to the Lenders, (B) reduce the
         rate of interest on the Notes, any fee or any other monetary amount
         payable to the Lenders, (C) reduce the amount of any installment of
         principal due under the Notes or (D) release any Subsidiary Guarantor
         from its obligations under the Subsidiary Guaranty.

                  11.9 Right of Setoff. If an Event of Default has occurred and
is continuing, the Administrative Agent or any Lender (but in each case only
with the consent of the Requisite Lenders) may exercise its rights under Article
9 of the Uniform Commercial Code and other applicable Laws and, to the extent
permitted by applicable Laws, apply any funds in any deposit account maintained
with it by Borrower and/or any Property of Borrower in its possession against
the Obligations.

                  11.10 Sharing of Setoffs. Each Lender severally agrees that if
it, through the exercise of any right of setoff, banker's lien or counterclaim
against Borrower, or otherwise, receives payment of the Obligations held by it
that is ratably more than any other Lender, through any means, receives in
payment of the Obligations held by that Lender, then, subject to applicable
Laws: (a) the Lender exercising the right of setoff, banker's lien or
counterclaim or otherwise receiving such payment shall purchase, and shall be
deemed to have simultaneously purchased, from each of the other Lenders a
participation in the Obligations held by the other Lenders and shall pay to the
other Lenders a purchase price in an amount so that the share of the Obligations
held by each Lender after the exercise of the right of setoff, banker's lien or
counterclaim or receipt of payment shall be in the same proportion that existed
prior to the exercise of the right of setoff, banker's lien or counterclaim or
receipt of payment; and (b) such other adjustments and purchases of
participations shall be made from time to time as shall be equitable to ensure
that all of the Lenders share any payment obtained in respect of the Obligations
ratably in accordance with each Lender's share of the Obligations immediately
prior to, and without taking into account, the payment; provided that, if all or
any portion of a disproportionate payment obtained as a result of the exercise
of the right of setoff, banker's lien, counterclaim or otherwise is thereafter
recovered from the purchasing Lender by Borrower or any Person claiming through
or succeeding to the rights of Borrower, the purchase of a participation shall
be rescinded and the purchase price thereof shall be restored to the extent of
the recovery, but without interest. Each Lender that purchases a participation









                                                    -91-

<PAGE>



in the Obligations pursuant to this Section 11.10 shall from and after the
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased. Borrower expressly consents to
the foregoing arrangements and agrees that any Lender holding a participation in
an Obligation so purchased pursuant to this Section 11.10 may exercise any and
all rights of setoff, banker's lien or counterclaim with respect to the
participation as fully as if the Lender were the original owner of the
Obligation purchased.

                  11.11 Indemnity by Borrower. Borrower agrees to indemnify,
save and hold harmless the Administrative Agent and each Lender and their
respective directors, officers, agents, attorneys and employees (collectively
the "Indemnitees") from and against: (a) any and all claims, demands, actions or
causes of action (except a claim, demand, action, or cause of action for any
amount excluded from the definition of "Taxes" in Section 3.12(d)) if the claim,
demand, action or cause of action arises out of or relates to any act or
omission (or alleged act or omission) of Borrower, its Affiliates or any of its
officers, directors or stockholders relating to the Commitments, the use or
contemplated use of proceeds of any Loan, or the relationship of Borrower and
the Lenders under this Agreement; (b) any administrative or investigative
proceeding by any Governmental Agency arising out of or related to a claim,
demand, action or cause of action described in clause (a) above; and (c) any and
all liabilities, losses, costs or expenses (including reasonable attorneys'
fees) that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action or cause of action; provided that no Indemnitee
shall be entitled to indemnification for any loss caused by its own gross
negligence or willful misconduct or for any loss asserted against it by another
Indemnitee. If any claim, demand, action or cause of action is asserted against
any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure
to so promptly notify Borrower shall not affect Borrower's obligations under
this Section unless such failure materially prejudices Borrower's right to
participate in the contest of such claim, demand, action or cause of action, as
hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower
in writing) contest the validity, applicability and amount of such claim,
demand, action or cause of action and shall permit Borrower to participate in
such contest. Any Indemnitee that proposes to settle or compromise any claim or
proceeding for which Borrower may be liable for payment of indemnity hereunder
shall give Borrower written notice of the terms of such proposed settlement or
compromise reasonably in advance of settling or compromising such claim or
proceeding and shall obtain Borrower's prior consent (which shall not be
unreasonably withheld or delayed). In connection with any claim, demand, action
or cause of action covered by this Section 11.11 against more than one
Indemnitee, all such Indemnitees shall be represented by the same legal counsel
(which may be a law









                                                    -92-

<PAGE>



firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a
combination of the foregoing) selected by the Indemnitees and reasonably
acceptable to Borrower; provided, that if such legal counsel determines in good
faith that representing all such Indemnitees would or could result in a conflict
of interest under Laws or ethical principles applicable to such legal counsel or
that a defense or counter claim is available to an Indemnitee that is not
available to all such Indemnitees, then to the extent reasonably necessary to
avoid such a conflict of interest or to permit unqualified assertion of such a
defense or counterclaim, each affected Indemnitee shall be entitled to separate
representation by legal counsel selected by that Indemnitee and reasonably
acceptable to Borrower, with all such legal counsel using reasonable efforts to
avoid unnecessary duplication of effort by counsel for all Indemnitees; and
further provided that the Administrative Agent (as an Indemnitee) shall at all
times be entitled to representation by separate legal counsel (which may be a
law firm or attorneys employed by the Administrative Agent or a combination of
the foregoing). Borrower may, upon reasonable prior notice to any Indemnitee,
assume control (at the sole expense of Borrower) of the defense of the claim
against such Indemnitee through legal counsel selected by Borrower and
reasonably acceptable to the Indemnitee, subject to the same proviso with
respect to separate counsel as set forth above, and if Borrower exercises this
right to take control, the Indemnitee shall nevertheless have the right to
participate in the defense of such claim. Any obligation or liability of
Borrower to any Indemnitee under this Section 11.11 shall survive the expiration
or termination of this Agreement and the repayment of all Loans and the payment
and performance of all other Obligations owed to the Lenders.

                  11.12  Nonliability of the Lenders.  Borrower acknowledges and
agrees that:

                           (a) Any inspections of any Property of Borrower made
         by or through the Administrative Agent or the Lenders are for purposes
         of administration of the Loans only, but Borrower shall be permitted,
         at its request, to obtain a copy of any report prepared by a consultant
         to the Administrative Agent that does not contain confidential
         privileged communications between such consultant and the
         Administrative Agent provided that the Administrative Agent shall have
         no responsibility to Borrower with respect to the contents of such
         report;

                           (b) By accepting or approving anything required to be
         observed, performed, fulfilled or given to the Administrative Agent or
         the Lenders pursuant to the Loan Documents, neither the Administrative
         Agent nor the Lenders shall be deemed to have warranted or represented
         the sufficiency, legality, effectiveness or legal effect of the same,
         or of any term, provision or









                                                    -93-

<PAGE>



         condition thereof, and such acceptance or approval thereof shall not
         constitute a warranty or representation to anyone with respect thereto
         by the Administrative Agent or the Lenders;

                           (c) The relationship between Borrower and the
         Administrative Agent and the Lenders is, and shall at all times remain,
         solely that of borrower and lenders; neither the Administrative Agent
         nor the Lenders shall under any circumstance be construed to be
         partners or joint venturers of Borrower or its Affiliates; neither the
         Administrative Agent nor the Lenders shall under any circumstance be
         deemed to be in a relationship of confidence or trust or a fiduciary
         relationship with Borrower or its Affiliates, or to owe any fiduciary
         duty to Borrower or its Affiliates; neither the Administrative Agent
         nor the Lenders undertake or assume any responsibility or duty to
         Borrower or its Affiliates to select, review, inspect, supervise, pass
         judgment upon or inform Borrower or its Affiliates of any matter in
         connection with their Property or the operations of Borrower or its
         Affiliates; Borrower and its Affiliates shall rely entirely upon their
         own judgment with respect to such matters; and any review, inspection,
         supervision, exercise of judgment or supply of information undertaken
         or assumed by the Administrative Agent or the Lenders in connection
         with such matters is solely for the protection of the Administrative
         Agent and the Lenders and neither Borrower nor any other Person is
         entitled to rely thereon; and

                           (d) The Administrative Agent and the Lenders shall
         not be responsible or liable to any Person for any loss, damage,
         liability or claim of any kind relating to injury or death to Persons
         or damage to Property caused by the actions, inaction or negligence of
         Borrower and/or its Affiliates and Borrower hereby indemnifies and
         holds the Administrative Agent and the Lenders harmless on the terms
         set forth in Section 11.11 from any such loss, damage, liability or
         claim.

                  11.13 No Third Parties Benefitted. This Agreement is made for
the purpose of defining and setting forth certain obligations, rights and duties
of Borrower, the Administrative Agent and the Lenders in connection with the
Loans, and is made for the sole benefit of Borrower, the Administrative Agent
and the Lenders, and the Administrative Agent's and the Lenders' successors and
assigns. Except as provided in Sections 11.8 and 11.11, no other Person shall
have any rights of any nature hereunder or by reason hereof.

                  11.14  Confidentiality.  Each Lender agrees to hold any
confidential information that it may receive from Borrower pursuant to this
Agreement in









                                                    -94-

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confidence, except for disclosure: (a) to other Lenders or (to the extent bound
by this Section 11.14) Affiliates of a Lender; (b) to legal counsel and
accountants for Borrower or any Lender; (c) to other professional advisors to
Borrower or any Lender, provided that the recipient has accepted such
information subject to a confidentiality agreement substantially similar to this
Section 11.14; (d) to regulatory officials having jurisdiction over that Lender;
(e) as required by Law or legal process, provided that each Lender agrees to
notify Borrower of any such disclosures unless prohibited by applicable Laws, or
in connection with any legal proceeding to which that Lender and Borrower are
adverse parties; and (f) to another financial institution in connection with a
disposition or proposed disposition to that financial institution of all or part
of that Lender's interests hereunder or a participation interest in its Notes,
provided that the recipient has accepted such information subject to a
confidentiality agreement substantially similar to this Section 11.14. For
purposes of the foregoing, "confidential information" shall mean any information
respecting Borrower or its Subsidiaries reasonably considered by Borrower to be
confidential, other than (i) information previously filed with any Governmental
Agency and available to the public, (ii) information previously published in any
public medium from a source other than, directly or indirectly, that Lender, and
(iii) information previously disclosed by Borrower to any Person not associated
with Borrower which does not owe a professional duty of confidentiality to
Borrower or which has not executed an appropriate confidentiality agreement with
Borrower. Nothing in this Section shall be construed to create or give rise to
any fiduciary duty on the part of the Administrative Agent or the Lenders to
Borrower.

                  11.15 Further Assurances. Borrower shall, at its expense and
without expense to the Lenders or the Administrative Agent, do, execute and
deliver such further acts and documents as the Requisite Lenders or the
Administrative Agent from time to time reasonably require for the assuring and
confirming unto the Lenders or the Administrative Agent of the rights hereby
created or intended now or hereafter so to be, or for carrying out the intention
or facilitating the performance of the terms of any Loan Document.

                  11.16 Integration. This Agreement, together with the other
Loan Documents and the letter agreement referred to in Sections 3.2 and 3.4,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and supersedes all prior agreements, written or oral, on the
subject matter hereof. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control and govern; provided that the inclusion of supplemental
rights or remedies in favor of the Administrative Agent or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement. Each
Loan Document was drafted with the joint participation of the









                                                    -95-

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respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

                  11.17 Governing Law. Except to the extent otherwise provided
therein, each Loan Document shall be governed by, and construed and enforced in
accordance with, the Laws of Colorado applicable to contracts made and performed
in Colorado.

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

                  11.19 Headings. Article and Section headings in this Agreement
and the other Loan Documents are included for convenience of reference only and
are not part of this Agreement or the other Loan Documents for any other
purpose.

                  11.20  Time of the Essence.  Time is of the essence of the
Loan Documents.

                  11.21 Foreign Lenders and Participants. Each Lender that is
incorporated or otherwise organized under the Laws of a jurisdiction other than
the United States of America or any State thereof or the District of Columbia
shall deliver to Borrower (with a copy to the Administrative Agent), on or
before the Closing Date (or on or before accepting an assignment or receiving a
participation interest herein pursuant to Section 11.8, if applicable) two duly
completed copies, signed by a Responsible Official, of either Form 1001
(relating to such Lender and entitling it to a complete exemption from
withholding on all payments to be made to such Lender by Borrower pursuant to
this Agreement) or Form 4224 (relating to all payments to be made to such Lender
by the Borrower pursuant to this Agreement) of the United States Internal
Revenue Service or such other evidence (including, if reasonably necessary, Form
W-9) satisfactory to Borrower and the Administrative Agent that no withholding
under the federal income tax laws is required with respect to such Lender.
Thereafter and from time to time, each such Lender shall (a) promptly submit to
Borrower (with a copy to the Administrative Agent), such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Borrower and the
Administrative Agent of any available exemption from, United States withholding
taxes in respect of all payments to be made to such Lender by









                                                    -96-

<PAGE>



Borrower pursuant to this Agreement and (b) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Eurodollar
Lending Office, if any) to avoid any requirement of applicable Laws that
Borrower make any deduction or withholding for taxes from amounts payable to
such Lender. In the event that Borrower or the Administrative Agent become aware
that a participation has been granted pursuant to Section 11.8(e) to a financial
institution that is incorporated or otherwise organized under the Laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia, then, upon request made by Borrower or the Administrative
Agent to the Lender which granted such participation, such Lender shall cause
such participant financial institution to deliver the same documents and
information to Borrower and the Administrative Agent as would be required under
this Section if such financial institution were a Lender.

                  11.22 Hazardous Material Indemnity. Borrower hereby agrees to
indemnify, hold harmless and defend (by counsel reasonably satisfactory to the
Administrative Agent) the Administrative Agent and each of the Lenders and their
respective directors, officers, employees, agents, successors and assigns from
and against any and all claims, losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings and orders, judgments, remedial
action require ments, enforcement actions of any kind, and all costs and
expenses incurred in connection therewith (including but not limited to
reasonable attorneys' fees and the reasonably allocated costs of attorneys
employed by the Administrative Agent or any Lender, and expenses to the extent
that the defense of any such action has not been assumed by Borrower), arising
directly or indirectly out of (i) the presence on, in, under or about any Real
Property of any Hazardous Materials, or any releases or discharges of any
Hazardous Materials on, under or from any Real Property and (ii) any activity
carried on or undertaken on or off any Real Property by Borrower or any of its
Subsidiaries or any of their predecessors in title, whether prior to or during
the term of this Agreement, and whether by Borrower or any of its Subsidiaries
or any predecessor in title or any employees, agents, contractors or
subcontractors of Borrower or any of its Subsidiaries or any predecessor in
title, or any third persons at any time occupying or present on any Real
Property, in connection with the handling, treatment, removal, storage,
decontamination, clean-up, transport or disposal of any Hazardous Materials at
any time located or present on, in, under or about any Real Property. The
foregoing indemnity shall further apply to any residual contamination on, in,
under or about any Real Property, or affecting any natural resources, and to any
contamination of any Property or natural resources arising in connection with
the generation, use, handling, storage, transport or disposal of any such
Hazardous Materials, and irrespective of whether any of such activities were or
will be undertaken in accordance with applicable Laws, but the foregoing
indemnity shall not apply to









                                                    -97-

<PAGE>



Hazardous Materials on any Real Property, the presence of which is caused by the
Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees
that, notwithstanding any other provision of this Agreement or any of the other
Loan Documents to the contrary, the obligations of Borrower under this Section
shall be unlimited corporate obligations of Borrower and shall not be secured by
any Lien on any Real Property. Any obligation or liability of Borrower to any
Indemnitee under this Section 11.22 shall survive the expiration or termination
of this Agreement and the repayment of all Loans and the payment and performance
of all other Obligations owed to the Lenders.

                  11.23 Arbitration. Upon the demand of any party, any Dispute
shall be resolved by binding arbitration in accordance with the terms of this
Agreement. A "Dispute" shall mean any action, dispute, claim or controversy of
any kind, whether in contract or tort, statutory or common law, legal or
equitable, now existing or hereafter arising under or in connection with, or in
any way pertaining to, any of the Loan Documents, or any past, present or future
extensions of credit and other activities, transactions or obligations of any
kind related directly or indirectly to any of the Loan Documents, including
without limitation, any of the foregoing arising in connection with the exercise
of any self-help, ancillary or other remedies pursuant to any of the Loan
Documents. Any party may by summary proceedings bring an action in court to
compel arbitration of a Dispute. Any party who fails or refuses to submit to
arbitration following a lawful demand by any other party shall bear all costs
and expenses incurred by such other party in compelling arbitration of any
Dispute.

                           (a) Governing Rules. Arbitration proceedings shall be
         administered by the American Arbitration Association ("AAA") or such
         other administrator as the parties shall mutually agree upon in
         accordance with the AAA Commercial Arbitration Rules. All Disputes
         submitted to arbitration shall be resolved in accordance with the
         Federal Arbitration Act (Title 9 of the United States Code),
         notwithstanding any conflicting choice of law provision in any of the
         Loan Documents. The arbitration shall be conducted at a location in
         Colorado selected by the AAA or other administrator. If there is any
         inconsistency between the terms hereof and any such rules, the terms
         and procedures set forth herein shall control. All statutes of
         limitation applicable to any Dispute shall apply to any arbitration
         proceeding. All discovery activities shall be expressly limited to
         matters directly relevant to the Dispute being arbitrated. Judgment
         upon any award rendered in an arbitration may be entered in any court
         having jurisdiction; provided however, that nothing contained herein
         shall be deemed to be a waiver by any party that is a bank of the
         protections afforded to it under 12 U.S.C. ss.91 or any similar
         applicable state law.









                                                    -98-

<PAGE>




                           (b) No Waiver; Provisional Remedies, Self-Help and
         Foreclosure. No provision hereof shall limit the right of any party to
         exercise self-help remedies such as setoff, foreclosure against or sale
         of any real or personal property collateral or security, or to obtain
         provisional or ancillary remedies, including without limitation
         injunctive relief, sequestration, attachment, garnishment or the
         appointment of a receiver, from a court of competent jurisdiction
         before, after or during the pendency of any arbitration or other
         proceeding. The exercise of any such remedy shall not waive the right
         of any party to compel arbitration or reference hereunder.

                           (c) Arbitrator Qualifications and Powers; Awards.
         Arbitrators must be active members of the Colorado State Bar or retired
         judges of the state or federal judiciary of Colorado, with expertise in
         the substantive laws applicable to the subject matter of the Dispute.
         Arbitrators are empowered to resolve Disputes by summary rulings in
         response to motions filed prior to the final arbitration hearing.
         Arbitrators (i) shall resolve all Disputes in accordance with the
         substantive law of the state of Colorado, (ii) may grant any remedy or
         relief that a court of the state of Colorado could order or grant
         within the scope hereof and such ancillary relief as is necessary to
         make effective any award, and (iii) shall have the power to award
         recovery of all costs and fees, to impose sanctions and to take such
         other actions as they deem necessary to the same extent a judge could
         pursuant to the Federal Rules of Civil Procedure, the Colorado Rules of
         Civil Procedure or other applicable law. Any Dispute in which the
         amount in controversy is $5,000,000 or less shall be decided by a
         single arbitrator who shall not render an award of greater than
         $5,000,000 (including damages, costs, fees and expenses). By submission
         to a single arbitrator, each party expressly waives any right or claim
         to recover more than $5,000,000. Any Dispute in which the amount in
         controversy exceeds $5,000,000 shall be decided by majority vote of a
         panel of three arbitrators; provided however, that all three
         arbitrators must actively participate in all hearings and
         deliberations.

                           (d) Miscellaneous. To the maximum extent practicable,
         the AAA, the arbitrators and the parties shall take all action required
         to conclude any arbitration proceeding within 180 days of the filing of
         the Dispute with the AAA. No arbitrator or other party to an
         arbitration proceeding may disclose the existence, content or results
         thereof, except for disclosures of information by a party required in
         the ordinary course of its business, by applicable law or regulation,
         or to the extent necessary to exercise any judicial review rights set
         forth herein. If more than one agreement for arbitration by or between
         the









                                                    -99-

<PAGE>



         parties potentially applies to a Dispute, the arbitration provision
         most directly related to the Loan Documents or the subject matter of
         the Dispute shall control. This arbitration provision shall survive
         termination, amendment or expiration of any of the Loan Documents or
         any relationship between the parties.

                  11.24 Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

                  11.25  Purported Oral Amendments.  BORROWER EXPRESSLY
ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE
AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED,
BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES
THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL
OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY
LENDER THAT DOES NOT COMPLY WITH SECTION 11.2 TO









                                                    -100-

<PAGE>



EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

WILD OATS MARKETS, INC.



By: /s/
         -------------------------------
         [Printed Name and Title]


Address for notices:

Wild Oats Markets, Inc.
3375 Mitchell Lane
Boulder, Colorado  80301-2244
Attn:     Mary Beth Lewis, Chief Financial Officer
Telecopier:        (303) 440-7316
Telephone:         (303) 440-5220










                                                    -101-

<PAGE>



WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and a
Lender


By: /s/
            Tracey Hanson
             Vice President

Address for notices as a Lender:

Wells Fargo Bank, National Association
420 Montgomery St., 9th Floor
MAC 0101-096
San Francisco, California 94163
Attn:     Tracey Hanson
Telecopier:        (415) 421-1352
Telephone:         (415) 396-5160


Address for notices to Administrative Agent for borrowings and payments:

Wells Fargo Bank, N.A., as Agent
Commercial Bank Loan Center
Agency Department, 2840
201 Third Street, 8th Floor
San Francisco, California 94103
Attn:     Manager
Telecopier: (415) 512-7059
Telephone: (415) 477-5413











                                                    -102-

<PAGE>



BANK ONE, NA, as a Lender


By: /s/

       ------------------------------------
          [Printed name and title]

Address:

Bank One, NA
1 Bank One Plaza, 14th Floor
Mail Suite 0086
Chicago, Illinois 60670
Attn:  Paul Rigby
Telecopier:  (312) 732-1117
Telephone:  (312) 732-6132










                                                    -103-

<PAGE>



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


By: /s/

       ---------------------------------
          [Printed Name and Title]



By: /s/

       ---------------------------------
          [Printed Name and Title]

Address:

Rabobank Nederland
One Galleria Tower
13355 Noel Road, Suite 1000
Dallas, Texas  75240
Attn: James V. Kenwood
Telecopier:  (972) 419-6315
Telephone:  (972) 419-5282

Address for funding notices:
Rabobank Nederland, New York Branch
c/o Rabo Support Services
10 Exchange Place, 16th Floor
Jersey City, New Jersey 07302
Attn:     Corporate Services
Telecopier:  (201) 499-5328
Telephone:  (201) 499-5200











                                                    -104-

<PAGE>



HARRIS TRUST & SAVINGS BANK, as a Lender



By: /s/

      -------------------------------
          [Printed Name and Title]

Address:

Harris Trust & Savings Bank
111 West Monroe Street
10th Floor Center
Chicago, Illinois 60603
Attn: Jeff Nicholson
Telecopier:        (312) 461-5225
Telephone:         (312) 461-2736










                                                    -105-

<PAGE>


KEYBANK NATIONAL ASSOCIATION,
as a Lender



By:  /s/

      -------------------------------
          [Printed Name and Title]

Address:

KeyBank National Association
1675 Broadway
Suite 500
Denver, Colorado  80202
Attn: Michelle K. Bushey
Telecopier:        (720) 904-4515
Telephone:         (720) 904-4536











                                                    -106-