<PAGE>

                                                               Exhibit 10.18

                                REVOLVING CREDIT
                                    AGREEMENT



                           Dated as of February 27, 2001



                                      among



                                  COACH, INC.,



                     THE LENDERS LISTED ON SCHEDULE I HERETO



                                       and



                  FLEET NATIONAL BANK, as Administrative Agent



                                       and



                       HSBC BANK USA, as Syndication Agent



                                      with



                       FLEET SECURITIES, INC., as Arranger



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
1.   DEFINITIONS AND RULES OF INTERPRETATION.........................................................1
         1.1.   DEFINITIONS..........................................................................1
         1.2.   RULES OF INTERPRETATION..............................................................17
2.   THE REVOLVING CREDIT FACILITY...................................................................17
         2.1.   COMMITMENT TO LEND...................................................................17
         2.2.   COMMITMENT FEE.......................................................................19
         2.3.   REDUCTION OF TOTAL COMMITMENT........................................................19
         2.4.   THE REVOLVING CREDIT NOTES...........................................................19
         2.5.   INTEREST ON REVOLVING CREDIT LOANS...................................................20
         2.6.   REQUESTS FOR REVOLVING CREDIT LOANS..................................................20
                  2.6.1.   GENERAL...................................................................21
                  2.6.2.   SWING LINE................................................................21
         2.7.   CONVERSION OPTIONS...................................................................21
                  2.7.1.   CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.....................21
                  2.7.2.   CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN.............................22
                  2.7.3.   EURODOLLAR RATE LOANS.....................................................22
                  2.7.4.   APPLICABILITY OF CONVERSION AND CONTINUATION PROVISIONS...................23
         2.8.   FUNDS FOR REVOLVING CREDIT LOAN......................................................23
                  2.8.1.   FUNDING PROCEDURES........................................................23
                  2.8.2.   ADVANCES BY ADMINISTRATIVE AGENT..........................................23
         2.9.   SETTLEMENTS..........................................................................24
                  2.9.1.   GENERAL...................................................................24
                  2.9.2.   FAILURE TO MAKE FUNDS AVAILABLE...........................................24
                  2.9.3.   NO EFFECT ON OTHER LENDERS................................................25
3.   REPAYMENT OF THE REVOLVING CREDIT LOANS.........................................................25
         3.1.   MATURITY.............................................................................25
         3.2.   MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS.......................................25
         3.3.   OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS........................................26
4.   LETTERS OF CREDIT...............................................................................27
         4.1.   LETTER OF CREDIT COMMITMENTS.........................................................27
                  4.1.1.   COMMITMENT TO ISSUE LETTERS OF CREDIT.....................................27
                  4.1.2.   LETTER OF CREDIT APPLICATIONS.............................................27
                  4.1.3.   TERMS OF LETTERS OF CREDIT................................................27
                  4.1.4.   REIMBURSEMENT OBLIGATIONS OF LENDERS......................................28
                  4.1.5.   PARTICIPATIONS OF LENDERS.................................................28
         4.2.   REIMBURSEMENT OBLIGATION OF THE BORROWER.............................................28
         4.3.   LETTER OF CREDIT PAYMENTS............................................................29
         4.4.   OBLIGATIONS ABSOLUTE.................................................................29
         4.5.   RELIANCE BY ISSUER...................................................................30
         4.6.   LETTER OF CREDIT FEE.................................................................30
5.   CERTAIN GENERAL PROVISIONS......................................................................31
         5.1.   CLOSING AND ARRANGEMENT FEES.........................................................31
         5.2.   ADMINISTRATIVE AGENT'S FEE...........................................................31
<PAGE>

                                          -ii-

         5.3.   FUNDS FOR PAYMENTS...................................................................31
                  5.3.1.   PAYMENTS TO ADMINISTRATIVE AGENT..........................................31
                  5.3.2.   NO OFFSET, ETC............................................................31
         5.4.   COMPUTATIONS.........................................................................32
         5.5.   INABILITY TO DETERMINE EURODOLLAR RATE...............................................32
         5.6.   ILLEGALITY...........................................................................33
         5.7.   ADDITIONAL COSTS, ETC................................................................33
         5.8.   CAPITAL ADEQUACY.....................................................................34
         5.9.   CERTIFICATE..........................................................................35
         5.10.   INDEMNITY...........................................................................35
         5.11.   INTEREST AFTER DEFAULT..............................................................35
                  5.11.1.   OVERDUE AMOUNTS..........................................................35
                  5.11.2.   AMOUNTS NOT OVERDUE......................................................35
6.   GUARANTIES......................................................................................36
         6.1.   GUARANTIES OF SUBSIDIARIES...........................................................36
7.   REPRESENTATIONS AND WARRANTIES..................................................................36
         7.1.   CORPORATE AUTHORITY..................................................................36
                  7.1.1.   INCORPORATION; GOOD STANDING..............................................36
                  7.1.2.   AUTHORIZATION.............................................................36
                  7.1.3.   ENFORCEABILITY............................................................37
         7.2.    GOVERNMENTAL APPROVALS..............................................................37
         7.3.    TITLE TO PROPERTIES.................................................................37
         7.4.    FINANCIAL STATEMENTS AND PROJECTIONS................................................37
                  7.4.1.   FISCAL YEAR...............................................................37
                  7.4.2.   FINANCIAL STATEMENTS......................................................37
                  7.4.3.   PROJECTIONS...............................................................38
         7.5.    NO MATERIAL ADVERSE CHANGES, ETC....................................................38
         7.6.    FRANCHISES, PATENTS, COPYRIGHTS, ETC................................................38
         7.7.    LITIGATION..........................................................................38
         7.8.    NO MATERIALLY ADVERSE CONTRACTS, ETC................................................39
         7.9.    TAX STATUS..........................................................................39
         7.10.   NO EVENT OF DEFAULT.................................................................39
         7.11.   HOLDING COMPANY AND INVESTMENT COMPANY ACTS.........................................39
         7.12.   ABSENCE OF FINANCING STATEMENTS, ETC................................................39
         7.13.   CERTAIN TRANSACTIONS................................................................39
         7.14.   EMPLOYEE BENEFIT PLANS..............................................................40
                  7.14.1.   IN GENERAL...............................................................40
                  7.14.2.   TERMINABILITY OF WELFARE PLANS...........................................40
                  7.14.3.   GUARANTEED PENSION PLANS.................................................40
                  7.14.4.   MULTIEMPLOYER PLANS......................................................41
         7.15.   USE OF PROCEEDS.....................................................................41
                  7.15.1.   GENERAL..................................................................41
                  7.15.2.   REGULATIONS U AND X......................................................41
                  7.15.3.   INELIGIBLE SECURITIES....................................................41
         7.16.   ENVIRONMENTAL COMPLIANCE............................................................41
         7.17.   SUBSIDIARIES, ETC...................................................................42
         7.18.   DISCLOSURE..........................................................................42
         7.19.   TRANSACTIONS WITH SLC...............................................................43
<PAGE>

                                          -iii-

8.   AFFIRMATIVE COVENANTS...........................................................................43
         8.1.   PUNCTUAL PAYMENT.....................................................................43
         8.2.   RECORDS AND ACCOUNTS.................................................................43
         8.3.   FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION...................................43
         8.4.   NOTICES..............................................................................44
                  8.4.1.   DEFAULTS..................................................................44
                  8.4.2.   ENVIRONMENTAL EVENTS......................................................45
                  8.4.3.   NOTICE OF LITIGATION AND JUDGMENTS........................................45
                  8.4.4.   ERISA EVENTS..............................................................45
                  8.4.5.   NOTICE OF CHANGE OF FISCAL YEAR END.......................................45
         8.5.   LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES...........................................46
         8.6.   INSURANCE.  .........................................................................46
         8.7.   TAXES................................................................................46
         8.8.   INSPECTION OF PROPERTIES AND BOOKS, ETC..............................................46
                  8.8.1.   GENERAL...................................................................46
                  8.8.2.   COMMUNICATIONS WITH ACCOUNTANTS...........................................47
         8.9.   COMPLIANCE WITH LAWS.................................................................47
         8.10.   USE OF PROCEEDS.....................................................................47
         8.11.   SUBSIDIARIES........................................................................47
                  8.11.1.   ADDITIONAL SUBSIDIARIES..................................................47
                  8.11.2.   NEW GUARANTORS...........................................................47
         8.12.  TRANSACTIONS WITH SLC.  .............................................................48
         8.13.  FURTHER ASSURANCES...................................................................48
9.   CERTAIN NEGATIVE COVENANTS......................................................................48
         9.1.   RESTRICTIONS ON INDEBTEDNESS.........................................................48
         9.2.   RESTRICTIONS ON LIENS................................................................49
         9.3.   RESTRICTIONS ON INVESTMENTS..........................................................51
         9.4.   RESTRICTED PAYMENTS..................................................................52
         9.5.   MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS......................................52
                  9.5.1.   MERGERS AND ACQUISITIONS..................................................52
                  9.5.2.   DISPOSITION OF ASSETS.....................................................53
         9.6.    SALE AND LEASEBACK..................................................................54
         9.7.    COMPLIANCE WITH ENVIRONMENTAL LAWS..................................................54
         9.8.    EMPLOYEE BENEFIT PLANS..............................................................54
         9.9.    BUSINESS ACTIVITIES.................................................................55
         9.10.   TRANSACTIONS WITH AFFILIATES........................................................55
10.   FINANCIAL COVENANTS............................................................................55
         10.1.   FIXED CHARGE RATIO..................................................................55
         10.2.   LEVERAGE RATIO......................................................................55
         10.3.   CONSOLIDATED TANGIBLE NET WORTH.....................................................55
11.   CLOSING CONDITIONS.............................................................................56
         11.1.   LOAN DOCUMENTS.  ...................................................................56
         11.2.   CERTIFIED COPIES OF GOVERNING DOCUMENTS.............................................56
         11.3.   CORPORATE OR OTHER ACTION...........................................................56
         11.4.   INCUMBENCY CERTIFICATE..............................................................56
         11.5.   CERTIFICATES OF LOCATION AND UCC SEARCH RESULTS.....................................56
         11.6.   CERTIFICATES OF INSURANCE...........................................................56
         11.7.   OPINION OF COUNSEL..................................................................57
<PAGE>

                                          -iv-
         11.8.   PAYMENT OF FEES.....................................................................57
         11.9.   TERMINATION OF SLC REVOLVING CREDIT FACILITY; PAYOFF LETTER.........................57
         11.10.  CLOSING CERTIFICATE.................................................................57
         11.11.  PRO FORMA COMPLIANCE CERTIFICATE....................................................57
12.   CONDITIONS TO ALL BORROWINGS...................................................................58
         12.1.   REPRESENTATIONS TRUE; NO EVENT OF DEFAULT...........................................58
         12.2.   NO LEGAL IMPEDIMENT.................................................................58
         12.3.   PROCEEDINGS AND DOCUMENTS...........................................................58
13.   EVENTS OF DEFAULT; ACCELERATION; ETC...........................................................58
         13.1.   EVENTS OF DEFAULT AND ACCELERATION..................................................58
         13.2.   TERMINATION OF COMMITMENTS..........................................................61
         13.3.   REMEDIES............................................................................61
14.   THE AGENT......................................................................................62
         14.1.   AUTHORIZATION.......................................................................62
         14.2.   EMPLOYEES AND ADMINISTRATIVE AGENTS.................................................62
         14.3.   NO LIABILITY........................................................................63
         14.4.   NO REPRESENTATIONS..................................................................63
                  14.4.1.   GENERAL..................................................................63
                  14.4.2.   CLOSING DOCUMENTATION, ETC...............................................63
         14.5.   PAYMENTS............................................................................64
                  14.5.1.   PAYMENTS TO ADMINISTRATIVE AGENT.........................................64
                  14.5.2.   DISTRIBUTION BY ADMINISTRATIVE AGENT.....................................64
                  14.5.3.   DELINQUENT LENDERS.......................................................64
         14.6.   HOLDERS OF NOTES....................................................................65
         14.7.   INDEMNITY...........................................................................65
         14.8.   ADMINISTRATIVE AGENT AS LENDER......................................................65
         14.9.   RESIGNATION.........................................................................65
         14.10.  NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT......................................66
15.   ASSIGNMENT AND PARTICIPATION...................................................................66
         15.1.   CONDITIONS TO ASSIGNMENT BY LENDERS.................................................66
         15.2.   CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS......................67
         15.3.   REGISTER............................................................................67
         15.4.   NEW NOTES...........................................................................67
         15.5.   PARTICIPATIONS......................................................................67
         15.6.   ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER................................68
         15.7.   MISCELLANEOUS ASSIGNMENT PROVISIONS.................................................68
         15.8.   ASSIGNMENT BY BORROWER..............................................................69
16.   PROVISIONS OF GENERAL APPLICATION..............................................................69
         16.1.   SETOFF..............................................................................69
         16.2.   EXPENSES............................................................................69
         16.3.   INDEMNIFICATION.....................................................................70
         16.4.   TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.......................................71
                  16.4.1.   CONFIDENTIALITY..........................................................71
                  16.4.2.   PRIOR NOTIFICATION.......................................................71
                  16.4.3.   OTHER....................................................................72
         16.5.   SURVIVAL OF COVENANTS, ETC..........................................................72
         16.6.   NOTICES.............................................................................72
<PAGE>

                                          -v-
         16.7.    GOVERNING LAW......................................................................73
         16.8.    HEADINGS...........................................................................73
         16.9.    COUNTERPARTS.......................................................................73
         16.10.   ENTIRE AGREEMENT, ETC..............................................................74
         16.11.   WAIVER OF JURY TRIAL.  ............................................................74
         16.12.   CONSENTS, AMENDMENTS, WAIVERS, ETC.................................................74
         16.13.   SEVERABILITY.......................................................................76
</TABLE>

<PAGE>

                                          -vi-

                                        EXHIBITS


EXHIBIT A                  Form of Revolving Credit Note
EXHIBIT B                  Form of Loan Request
EXHIBIT C                  Form of Compliance Certificate
EXHIBIT D                  Assignment and Acceptance
EXHIBIT E                  Form of Guaranty



                                        SCHEDULES

SCHEDULE 1                 Lenders and Commitments
SCHEDULE 7.3               Title to Properties
SCHEDULE 7.7               Litigation
SCHEDULE 7.16              Environmental Compliance
SCHEDULE 7.17              Subsidiaries Etc.
SCHEDULE 7.19              Transactions with SLC
SCHEDULE 9.1               Existing Indebtedness
SCHEDULE 9.2               Existing Liens
SCHEDULE 9.3               Existing Investments
<PAGE>

                                REVOLVING CREDIT
                                    AGREEMENT

           This REVOLVING CREDIT AGREEMENT is made as of February 27, 2001,
by and among COACH, INC. (the "BORROWER"), a Maryland corporation having its
principal place of business at 516 West 34th Street, New York, New York
10001, FLEET NATIONAL BANK, a national banking association ("FLEET"), the
other lending institutions listed on SCHEDULE 1 and Fleet, as administrative
agent (the "ADMINISTRATIVE AGENT") for itself and such other lending
institutions.

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

           1.1. DEFINITIONS. The following terms shall have the meanings set
forth in this Section 1 or elsewhere in the provisions of this Credit Agreement
referred to below:

           ADJUSTMENT DATE. With respect to any quarter, the second Business Day
following the Administrative Agent's receipt of the Compliance Certificate
required to be delivered pursuant to Section 8.3(c) for such quarter; PROVIDED,
HOWEVER, that in the event that the Borrower fails to deliver any Compliance
Certificate to the Administrative Agent within the time period set forth in
Section 8.3(c), the Adjustment Date shall be the second Business Day following
the date on which such Compliance Certificate was required to be delivered
pursuant to Section 8.3(c).

           ADMINISTRATIVE AGENT'S OFFICE. The Administrative Agent's office
located at 100 Federal Street, Boston, Massachusetts 02110, or at such other
location as the Administrative Agent may designate from time to time.

           ADMINISTRATIVE AGENT. Fleet National Bank, acting as administrative
agent for the Lenders and each other Person appointed as the successor
Administrative Agent in accordance with Section 14.9.

           ADMINISTRATIVE AGENT'S FEE.  See Section 5.2.

           ADMINISTRATIVE  AGENT'S  SPECIAL  COUNSEL.  Bingham  Dana LLP  or
such other  counsel as may be approved by the Administrative Agent.

           AFFILIATE. Any Person that would be considered to be an affiliate of
any other Person under Rule 144(a) of the Rules and Regulations of the
Securities and Exchange Commission, as in effect on the date hereof, if such
other Person were issuing securities.

           APPLICABLE MARGIN. Subject to the last paragraph of this definition
and with respect to each period commencing on an Adjustment Date through the
date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT
PERIOD"), the Applicable Margin with respect to Prime Rate Loans, Eurodollar
Rate Loans, Standby Letter of Credit Fees, Documentary Letter of Credit Fees or
Commitment Fees, as the case may be, shall be the applicable margin set forth
below for each such category with respect to the Fixed Charge Ratio, as
determined for the

<PAGE>

                                       -2-

Reference Period of the Borrower and its Subsidiaries ending on the last day
of the fiscal quarter of the Borrower and its Subsidiaries ended immediately
prior to the applicable Rate Adjustment Period.

<TABLE>
<CAPTION>
                                                                            STANDBY          DOCUMENTARY
                                                                           LETTER OF          LETTER OF
              FIXED CHARGE                           EURODOLLAR RATE         CREDIT             CREDIT
  LEVEL           RATIO         PRIME RATE LOANS          LOANS               FEES               FEES           COMMITMENT FEE
---------- -------------------- ----------------- -------------------- ------------------ ------------------ ----------------------
<S>        <C>                  <C>                 <C>                    <C>               <C>                <C>
    I      Greater than or
           equal to 5.00:1.00        0.000%             0.750%              0.750%             0.375%               0.200%
---------- -------------------- ----------------- -------------------- ------------------ ------------------ ----------------------
   II      Less than
           5.00:1.00 but             0.000%             1.000%              1.000%             0.500%               0.250%
           greater than or
           equal to 3.50:1.00
---------- -------------------- ----------------- -------------------- ------------------ ------------------ ----------------------
   III     Less than
           3.50:1.00 but             0.000%             1.250%              1.250%             0.625%               0.300%
           greater than or
           equal to 2.50:1.00
---------- -------------------- ----------------- -------------------- ------------------ ------------------ ----------------------
   IV      Less than
           2.50:1.00                 0.000%             1.500%              1.500%             0.750%               0.350%
---------- -------------------- ----------------- -------------------- ------------------ ------------------ ----------------------
</TABLE>

           During the period commencing on the Closing Date through the date
immediately preceding the first Adjustment Date to occur after the fiscal
quarter ending March 31, 2001, the Applicable Margin with respect to the Loans
outstanding and the Letter of Credit Fees and the Commitment Fee payable shall
be the Applicable Margin set forth in Level III above. Notwithstanding the
foregoing, (a) if the Borrower fails to deliver any Compliance Certificate
required under Section 8.3(c) hereof, then, for the period commencing on the
next Adjustment Date to occur subsequent to such failure through the date
immediately following the date on which such Compliance Certificate is
delivered, the Applicable Margin shall be the Applicable Margin set forth in
Level IV above, and (b) at all times while an Event of Default shall have
occurred and be continuing, the Applicable Margin to be included in the
calculations set forth in Section 5.11 shall be the Applicable Margin set forth
in Level IV above.

           APPLICABLE PENSION LEGISLATION. At any time, any pension or
retirement benefits legislation (be it national, federal, provincial,
territorial or otherwise) then applicable to the Borrower or any of its
Subsidiaries.

           ARRANGEMENT FEE.  See Section 5.1.

           ARRANGER.  Fleet Securities, Inc.

           ASSIGNMENT AND ACCEPTANCE.  See Section 15.1.

           BALANCE SHEET DATE.  July 1, 2000.
<PAGE>

                                       -3-

           BORROWER.  As defined in the preamble hereto.

           BUSINESS DAY. Any day on which banking institutions in Boston,
Massachusetts and New York, New York, are open for the transaction of banking
business and, in the case of Eurodollar Rate Loans, also a day which is a
Eurodollar Business Day.

           CAPITAL EXPENDITURES. Amounts paid or Indebtedness incurred by the
Borrower or any of its Subsidiaries in connection with (i) additions to
property, plant and equipment and other capital expenditures of the Borrower or
any of its Subsidiaries that are (or would be required to be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with GAAP, and (ii) without duplication, obligations with respect to
Capitalized Leases and Synthetic Leases (had the Synthetic Lease been treated
for accounting purposes as a Capitalized Lease) incurred by the Borrower or any
of its Subsidiaries during such period.

           CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

           CAPITAL STOCK. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

           CERCLA.  The Comprehensive Environmental Response, Compensation and
Liability Act of 1980 as amended.

           CHANGE OF CONTROL. (a) Other than pursuant to the Shareholder
Distribution, an event or series of events by which SLC shall at any time have
beneficial ownership, directly OR indirectly, of less than fifty-one percent
(51%) of the common stock of the Borrower, as adjusted pursuant to any stock
split, stock dividend or recapitalization or reclassification of the capital of
the Borrower; (b) an event or series of events occurring after the Closing Date
by which any person or group of persons (within the meaning of Section 13 or 14
of the Securities Exchange Act of 1934) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under said Act), directly OR indirectly, of twenty percent (20%) or
more of the outstanding shares of Capital Stock of the Borrower; or (c) during
any period of twelve consecutive calendar months, individuals who were directors
of the Borrower on the first day of such period (together with any new directors
whose election by such board or whose nomination for election by the
shareholders of the Borrower was approved by a vote of a majority of the
directors still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved)
shall cease to constitute a majority of the board of directors of the Borrower.

<PAGE>

                                       -4-

           CLOSING DATE. The first date on which the conditions set forth in
Section 11 have been satisfied and any Revolving Credit Loans are to be made or
any Letter of Credit is to be issued hereunder.

           CLOSING FEE.  See Section 5.1.

           CODE.  The Internal Revenue Code of 1986.

           COMMITMENT. With respect to each Lender, the amount set forth on
SCHEDULE 1 hereto as the amount of such Lender's commitment to make Revolving
Credit Loans to, and to participate in the issuance, extension, amendment and
renewal of Letters of Credit for the account of, the Borrower, as the same may
be reduced from time to time; or if such commitment is terminated pursuant to
the provisions hereof, zero.

           COMMITMENT FEE.  See Section 2.2.

           COMMITMENT  PERCENTAGE.  With respect to each Lender, the percentage
set forth on SCHEDULE 1  hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

           COMPLIANCE CERTIFICATE.  See Section 8.3(c).

           CONSOLIDATED OR CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

           CONSOLIDATED EBIT. Consolidated Net Income, PLUS, to the extent
deducted in determining Consolidated Net Income, consolidated income taxes and
Consolidated Total Interest Expense, in each case as determined in accordance
with GAAP.

           CONSOLIDATED EBITDA. With respect to any fiscal period, an amount
equal to the sum of (a) Consolidated EBIT for such period PLUS (b) consolidated
depreciation and consolidated amortization for such period as determined in
accordance with GAAP.

           CONSOLIDATED EBITDAR. With respect to any fiscal period, an amount
equal to the sum of (a) Consolidated EBITDA for such period PLUS (b) Rental
Expense for such period as determined in accordance with GAAP.

           CONSOLIDATED NET INCOME.  The consolidated net income (or loss) of
the Borrower and its Subsidiaries determined in accordance with GAAP.

           CONSOLIDATED TANGIBLE NET WORTH. At any date of determination, the
sum of all amounts which would be included under shareholders' equity on a
consolidated balance sheet of the Borrower and its Subsidiaries, determined in
accordance with GAAP as at such date, and less the sum of:

<PAGE>

                                       -5-

                     (a) the total book value of all assets of the Borrower and
           its Subsidiaries properly classified as intangible assets under GAAP,
           including such items as good will, the purchase price of acquired
           assets in excess of the fair market value thereof, trademarks, trade
           names, service marks, brand names, copyrights, patents and licenses,
           and rights with respect to the foregoing; PLUS

                     (b) all amounts representing any write-up in the book value
           of any assets of the Borrower or its Subsidiaries resulting from a
           revaluation thereof subsequent to the Interim Balance Sheet Date.

           CONSOLIDATED TOTAL FUNDED DEBT. With respect to the Borrower and its
Subsidiaries, the sum, without duplication, of the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
relating to (i) obligations for borrowed money, (ii) the deferred purchase price
of assets (other than trade payables incurred in the ordinary course of
business), and (iii) obligations under any Synthetic Leases or any Capitalized
LEASES, but excluding the Maximum Drawing Amount of all Letters of Credit
outstanding and the maximum drawing amount of any other letters of credit
outstanding.

           CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, interest expense
(without deduction of interest income) of the Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP as of such date.

           CONVERSION  REQUEST. A notice given by the Borrower to the
Administrative  Agent of the Borrower's  election to convert or continue a
Loan in accordance with Section 2.7.

           CREDIT AGREEMENT.  This Revolving Credit Agreement, including the
Schedules and Exhibits hereto.

           DEFAULT.  See Section 13.1.

           DELINQUENT LENDER.  See Section 14.5.3.

           DISTRIBUTION. The declaration or payment of any dividend on or in
respect of any shares of any class of Capital Stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, defeasance, retirement or other acquisition of, or sinking
fund or other similar payment in respect of, any shares of any class of Capital
Stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; the return of capital by the Borrower to its shareholders
as such; or any other distribution on or in respect of any shares of any class
of Capital Stock of the Borrower.

           DOCUMENTARY LETTER OF CREDIT FEE.  See Section 4.6.

           DOLLARS or $. Dollars in lawful currency of the United States of
America.
<PAGE>

                                       -6-

           DOMESTIC LENDING OFFICE. Initially, the office of each Lender
designated as such in SCHEDULE 1 hereto; thereafter, such other office of such
Lender, if any, located within the United States that will be making or
maintaining Base Rate Loans.

           DRAWDOWN DATE. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with Section 2.7.

           ELIGIBLE ASSIGNEE. Any of (a) a commercial bank or other financial
institution; (b) a Lender Affiliate; and (c) if, but only if, any Default or
Event of Default has occurred and is continuing, any other bank, insurance
company, commercial finance company or other financial institution or other
Person approved by the Administrative Agent.

           EMPLOYEE BENEFIT PLAN. Any employee benefit plan, whether
single-employer or multiple-employer, within the meaning of Section 3(3) of
ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other
than a Guaranteed Pension Plan or a Multiemployer Plan.

           ENVIRONMENTAL LAWS. Any judgment, decree, order, law, license, rule
or regulation pertaining to environmental matters, including without limitation,
those arising under the Resource Conservation and Recovery Act, CERCLA, the
Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water
Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state,
local or foreign law, statute, regulation, ordinance, order or decree relating
to health, safety or the environment.

           EPA.  See Section 7.16(b).

           ERISA.  The Employee Retirement Income Security Act of 1974.

           ERISA AFFILIATE. Any Person which is treated as a single employer
with the Borrower under Section 414(b) or (c) of the Code.

           ERISA REPORTABLE EVENT. A reportable event with respect to a
Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the
regulations promulgated thereunder.

           EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any bank subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "EUROCURRENCY
LIABILITIES" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.
<PAGE>

                                       -7-

           EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open
for international business (including dealings in Dollar deposits) in London or
such other Eurodollar interbank market as may be selected by the Administrative
Agent in its sole discretion acting in good faith.

           EURODOLLAR LENDING OFFICE. Initially, the office of each Lender
designated as such in SCHEDULE 1 hereto; thereafter, such other office of such
Lender, if any, that shall be making or maintaining Eurodollar Rate Loans.

           EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates
per annum for the Reference Lender (rounded upwards to the nearest 1/16 of one
percent) of the rate at which such Reference Lender's Eurodollar Lending Office
is offered Dollar deposits two Eurodollar Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where the eurodollar
and foreign currency and exchange operations of such Eurodollar Lending Office
are customarily conducted, for delivery on the first day of such Interest Period
for the number of days comprised therein and in an amount comparable to the
principal amount of the Eurodollar Rate Loan of the Reference Lender to which
such Interest Period applies, divided by (b) a number equal to 1.00 minus the
Eurocurrency Reserve Rate, if applicable.

           EURODOLLAR RATE LOANS.  Revolving Credit Loans bearing interest
calculated by reference to the Eurodollar Rate.

           EVENT OF DEFAULT.  See Section 13.1.

           FEE LETTER. The fee letter dated as of the Closing Date, among the
Borrower,  the Administrative  Agent and the Arranger.

           FEES. Collectively, the Commitment Fee, the Letter of Credit Fees,
the Administrative Agent's Fee, the Closing Fee, the Arrangement Fee and any
other fee agreed to be paid by the Borrower pursuant to or in connection with
this Credit Agreement.

           FINANCIAL AFFILIATE. A Subsidiary of the bank holding company
controlling any Lender, which Subsidiary is engaging in any of the activities
permitted by Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C.
Section 1843).

           FIXED CHARGE RATIO. As at any date of determination, the ratio of (a)
the sum of Consolidated EBITDAR MINUS Capital Expenditures for the Reference
Period ending on such date, to (b) the sum of Consolidated Total Interest
Expense PLUS Rental Expense for such Reference Period.

           FIXED RATE. With respect to any Swing Line Loan, the fixed rate of
interest quoted by the Swing Line Lender on any date or whenever the Borrower
requests a Swing Line Loan, which rate the Swing Line Lender is willing to
charge with respect to a Swing Line Loan made by it.
<PAGE>

                                       -8-

           FIXED RATE LOANS. A Swing Line Loan bearing interest at the Fixed
Rate for a period of time agreed to by the Borrower and the Swing Line Lender
pursuant to Section 2.5(c).

           FLEET.  Fleet National Bank, a national banking association, in its
individual capacity.

           GAAP OR GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in
Section 10, whether directly or indirectly through reference to a capitalized
term used therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are consistent with the principles promulgated or adopted
by the Financial Accounting Standards Board and its predecessors, which are
applicable to the circumstances as of the date of determination, consistently
applied.

           GOVERNING DOCUMENTS. With respect to any Person, its certificate or
articles of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its Capital Stock.

           GOVERNMENTAL AUTHORITY. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

           GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

           GUARANTORS. Collectively, each Significant Subsidiary of the Borrower
existing on the Closing Date and each other Person which is required to be or
become a guarantor from time to time pursuant to Section 8.11 hereof. Each such
Person shall be a party to a Guaranty.

           GUARANTY(IES). Collectively, the guaranties dated as of the date
required by Section 8.11 from each Person required to become a Guarantor
pursuant to Section 8.11 in favor of the Administrative Agent and the Lenders,
in each case of the payment and performance of the Obligations, and in the form
attached hereto as EXHIBIT E.

           HAZARDOUS  SUBSTANCES.  Any hazardous  waste,  as defined by 42
U.S.C. Section 6903(5),  any hazardous  substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
Section 9601(33) and any toxic substances, oil or hazardous materials or
other chemicals or substances regulated by any Environmental Laws.

<PAGE>

                                       -9-

           INDEBTEDNESS. As to any Person and whether recourse is secured by or
is otherwise available against all or only a portion of the assets of such
Person and whether or not contingent, but without duplication:

                     (a) every obligation of such Person for money borrowed,

                     (b) every obligation of such Person evidenced by bonds,
           debentures, notes or other similar instruments, including obligations
           incurred in connection with the acquisition of property, assets or
           businesses,

                     (c) every reimbursement obligation of such Person with
           respect to letters of credit, bankers' acceptances or similar
           facilities issued for the account of such Person,

                     (d) every obligation of such Person issued or assumed as
           the deferred purchase price of property or services (including
           securities repurchase agreements but excluding trade accounts payable
           or accrued liabilities arising in the ordinary course of business
           which are not overdue or which are being contested in good faith),

                     (e) every obligation of such Person under any Capitalized
           Lease,

                     (f) every obligation of such Person under any Synthetic
           Lease,

                     (g) all sales by such Person of (i) accounts or general
           intangibles for money due or to become due, (ii) chattel paper,
           instruments or documents creating or evidencing a right to payment of
           money or (iii) other receivables (collectively "RECEIVABLES"),
           whether pursuant to a purchase facility or otherwise, other than in
           connection with the disposition of the business operations of such
           Person relating thereto or a disposition of defaulted receivables for
           collection and not as a financing arrangement, and together with any
           obligation of such Person to pay any discount, interest, fees,
           indemnities, penalties, recourse, expenses or other amounts in
           connection therewith,

                     (h) every obligation of such Person under any forward
           contract, futures contract, swap, option or other financing agreement
           or arrangement (including, without limitation, caps, floors, collars
           and similar agreements), the value of which is dependent upon
           interest rates, currency exchange rates, commodities or other indices
           (a "DERIVATIVE CONTRACT"),

                     (i) every obligation in respect of Indebtedness of any
           other entity (including any partnership in which such Person is a
           general partner) to the extent that such Person is liable therefor as
           a result of such Person's ownership interest in or other relationship
           with such entity, except to the extent that the terms of such
           Indebtedness provide that such Person is not liable therefor and such
           terms are enforceable under applicable law, and
<PAGE>

                                       -10-

                     (j) every obligation, contingent or otherwise, of such
           Person guaranteeing, or having the economic effect of guarantying or
           otherwise acting as surety for, any obligation of a type described in
           any of clauses (a) through (i) of another Person, in any manner,
           whether directly or indirectly.

           INELIGIBLE  SECURITIES. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

           INTEREST PAYMENT DATE. (a) As to any Prime Rate Loan, the first day
of the next succeeding calendar quarter with respect to interest accrued during
such calendar quarter, including, without limitation, the calendar quarter which
includes the Drawdown Date of such Prime Rate Loan; (b) as to any Eurodollar
Rate Loan in respect of which the Interest Period is (i) 3 months or less, the
last day of such Interest Period and (ii) more than 3 months, the date that is 3
months from the first day of such Interest Period and, in addition, the last day
of such Interest Period; and (c) as to any Swing Line Loan which is also a Fixed
Rate Loan, on the first day of the next succeeding calendar quarter with respect
to interest accrued during such calendar quarter.

           INTEREST PERIOD. With respect to each Revolving Credit Loan, (a)
initially, the period commencing on the Drawdown Date of such Loan and ending on
the last day of one of the periods set forth below, as selected by the Borrower
in a Loan Request or as otherwise required by the terms of this Credit Agreement
(i) for any Prime Rate Loan, the last day of the calendar quarter; (ii) for any
Fixed Rate Loan, the period (not to exceed ten (10) days) requested by the
Borrower and agreed to by the Swing Line Lender pursuant to Section 2.5(c); and
(iii) for any Eurodollar Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Revolving Credit Loan and ending on the last day of one of
the periods set forth above, as selected by the Borrower in a Conversion
Request; PROVIDED that all of the foregoing provisions relating to Interest
Periods are subject to the following:

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

                     (B) if any Interest Period with respect to a Prime Rate
           Loan would end on a day that is not a Business Day, that Interest
           Period shall end on the next succeeding Business Day;

                     (C) if the Borrower shall fail to give notice as provided
           in Section 2.7, the Borrower shall be deemed to have requested a
           conversion of the affected Eurodollar Rate Loan to a Prime Rate Loan
           and the continuance of
<PAGE>

                                       -11-


           all Prime Rate Loans as Prime Rate Loans on the last day of the then
           current Interest Period with respect thereto;

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

                     (E) any Interest Period that would otherwise extend beyond
           the Revolving Credit Loan Maturity Date shall end on the Revolving
           Credit Loan Maturity Date.

           INTERIM BALANCE SHEET DATE.  December 30, 2000.

           INTERNATIONAL STANDBY PRACTICES. With respect to any standby Letter
of Credit, the International Standby Practices (ISP98), International Chamber of
Commerce Publication No. 590, or any successor code of standby letter of credit
practices among banks adopted by the Issuing Lender in the ordinary course of
its business as a standby letter of credit issuer and in effect at the time of
issuance of such Letter of Credit.

           INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person.

           ISSUING LENDER. With respect to standby Letters of Credit, Fleet, and
with respect to documentary Letters of Credit, any Lender acceptable to the
Administrative Agent and the Borrower. As used herein, the term Issuing Lender
shall refer, as the context requires, to the Issuing Lender issuing, extending,
renewing or amending any particular Letter of Credit or collectively to each and
every Lender which acts as an Issuing Lender hereunder.

           LENDER AFFILIATE. (a) With respect to any Lender, (i) an Affiliate of
such Lender or (ii) for all purposes hereof other than the definition of
"Eligible Assignee", any entity (whether a corporation, partnership, limited
liability company, trust or legal entity) that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of credit in
the ordinary course of its business and is administered or managed by such
Lender or an Affiliate of such Lender, and (b) following a Default or an Event
of Default, with respect to any Lender that is a fund which invests in bank
loans and similar extensions of credit, any other entity (whether a corporation,
partnership, limited liability company, trust or other legal entity) that is a
fund that invests in bank loans and similar extensions of credit and is managed
by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.
<PAGE>

                                       -12-

           LENDERS. Fleet and the other lending institutions listed on SCHEDULE
1 hereto and any other Person who becomes an assignee of any rights and
obligations of a Lender pursuant to Section 15.

           LETTER OF CREDIT.  See Section 4.1.1.

           LETTER OF CREDIT APPLICATION.  See Section 4.1.1.

           LETTER OF CREDIT FEE.  See Section 4.6.

           LETTER OF CREDIT PARTICIPATION.  See Section 4.1.4.

           LEVERAGE RATIO. As at any date of determination, the ratio of (a)
Consolidated Total Funded Debt outstanding on such date to (b) Consolidated
EBITDA for the Reference Period ending on such date.

           LIEN. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

           LOAN DOCUMENTS.  This Credit Agreement,  the Notes, the Letter of
Credit  Applications,  the Letters of Credit, the Guaranties and the Fee Letter.

           LOAN REQUEST.  See Section 2.6.

           LOANS.  The Revolving Credit Loans.

           MASTER SEPARATION AGREEMENT. The Master Separation Agreement dated as
of August 24, 2000, between the Borrower and SLC.

           MATERIAL ADVERSE EFFECT. With respect to any change or effect, a
material adverse change in, or a material adverse effect on, as the case may be,
(i) business, properties, condition (economic, financial or otherwise), assets,
operations or income of the Borrower, individually, or the Borrower and its
Subsidiaries, taken as a whole, (ii) the ability of the Borrower or any
Guarantor to perform its obligations under any Loan Document to which it is a
party, or (iii) the ability of the Administrative Agent or any Lender to enforce
the Loan Documents.

           MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.
<PAGE>

                                       -13-

           MINORITY OWNED JOINT VENTURE. Any joint venture or other entity which
is not either a Subsidiary or a Specified Joint Venture.

           MOODY'S.  Moody's Investors Services, Inc.

           MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

           NOTES.  The Revolving Credit Notes.

           OBLIGATIONS. All indebtedness, obligations and liabilities of any of
the Borrower and its Subsidiaries to any of the Lenders (including the Swing
Line Lender), any Issuing Lender and the Administrative Agent arising or
incurred under this Credit Agreement or any of the other Loan Documents or in
respect of any of the Loans made or Reimbursement Obligations incurred or any
Note, Letter of Credit Application, Letter of Credit or other instrument at any
time evidencing any thereof, whether any of such indebtedness, obligations or
liabilities (a) arise or are incurred individually or collectively, directly or
indirectly, jointly or severally, absolutely or contingently, (b) arise by
contract, operation of law or otherwise, (c) are matured or unmatured,
liquidated or unliquidated, secured or unsecured, or (d) exist on the date of
this Credit Agreement or arise thereafter.

           OUTSTANDING. With respect to the Loans, the aggregate unpaid
principal thereof as of any date of determination.

           PBGC. The Pension Benefit Guaranty Corporation created by Section
4002 of ERISA and any successor entity or entities having similar
responsibilities.

           PERMITTED LIENS.  Liens permitted by Section 9.2.

           PERSON. Any individual, corporation, limited liability company
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

           PRIME RATE. The higher of (a) the variable annual rate of interest
publicly announced from time to time by Fleet as its "prime rate", such rate
being a reference rate, and (b) one-half of one percent (0.5%) above the Federal
Funds Effective Rate. For the purposes of this definition, "FEDERAL FUNDS
EFFECTIVE RATE" shall mean for any day, the rate per annum equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged and published by federal funds brokers for such
day (or, if such day is not a Business Day, for the next preceding Business
Day), by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
funds brokers of recognized standing selected by the Administrative Agent.
Changes in the Prime Rate resulting from any changes in Fleet's "prime rate"
shall take place immediately without notice or demand of any kind.
<PAGE>

                                       -14-

           PRIME RATE LOANS. Revolving Credit Loans bearing interest calculated
by reference to the Prime Rate.

           REAL ESTATE. All real property at any time owned or leased (as lessee
or sublessee of such leasehold interest) by the Borrower or any of its
Subsidiaries.

           RECORD. The grid attached to a Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by any
Lender with respect to any Loan referred to in such Note.

           REFERENCE LENDER. Fleet, or, in the event that Fleet is unable to
provide a quote for the Eurodollar Rate, such other Lender as Fleet shall
select.

           REFERENCE PERIOD. As of any date of determination, the period of four
(4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on
the last day of any fiscal quarter, treated as a single accounting period.

           REGISTER.  See Section 15.3.

           REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
Issuing Lender and the Lenders on account of any drawing under any Letter of
Credit as provided in Section 4.2.

           RENTAL EXPENSE. All rental expenses of the Borrower or any of its
Subsidiaries during any applicable fiscal period with respect to Rental
Obligations, determined on a consolidated basis in accordance with GAAP.

           RENTAL OBLIGATIONS. All obligations of the Borrower or any of its
Subsidiaries under any rental agreements or leases of real or personal property,
other than (a) obligations that can be terminated by the giving of notice
without liability to the Borrower or such Subsidiary in excess of the liability
for rent due as of the date on which such notice is given and under which no
penalty or premium is paid as a result of any such termination, and (b)
obligations in respect of any Capitalized Leases or any Synthetic Leases.

           REQUIRED LENDERS. As of any date, the Lender(s) holding greater than
fifty percent (50%) of the outstanding principal amount of the Notes on such
date; and if no such principal is outstanding, the Lender(s) whose aggregate
Commitment(s) constitute(s) greater than fifty percent (50%) of the Total
Commitment.

           RESTRICTED PAYMENT. In relation to the Borrower and its Subsidiaries,
any (a) Distribution, or (b) payment by the Borrower or its Subsidiaries (i) to
the Borrower's or any such Subsidiary's shareholders (or other equity holders),
in each case, other than to the Borrower, or (ii) to any Affiliate of the
Borrower or any Subsidiary or any Affiliate of the Borrower's or such
Subsidiary's shareholders (or other equity holders), in each case, other than to
the Borrower.

           REVOLVING CREDIT LOAN MATURITY DATE. February 27, 2004.
<PAGE>

                                       -15-

           REVOLVING CREDIT LOANS. Revolving credit loans (including the Swing
Line Loans) made or to be made by the Lenders or the Administrative Agent to the
Borrower pursuant to Section 2.

           REVOLVING CREDIT NOTE RECORD. A Record with respect to a Revolving
Credit Note.

           REVOLVING CREDIT NOTES. See Section 2.4.

           SEPARATION DATE. The effective date of the initial public offering of
a portion of the Borrower's Capital Stock by SLC and of the separation of SLC
and the Borrower, as provided in the Master Separation Agreement.

           SETTLEMENT. The making or receiving of payments, in immediately
available funds, by the Lenders, to the extent necessary to cause each Lender's
actual share of the outstanding amount of Revolving Credit Loans (after giving
effect to any Loan Request) to be equal to such Lender's Commitment Percentage
of the outstanding amount of such Revolving Credit Loans (after giving effect to
any Loan Request), in any case where, prior to such event or action, the actual
share is not so equal.

           SETTLEMENT AMOUNT.  See Section 2.9.1.

           SETTLEMENT DATE. (a) The Drawdown Date relating to any Loan Request,
(b) the date which is no more than ten (10) days after the making of a Swing
Line Loan pursuant to Section 2.6.2, (d) at the option of the Administrative
Agent, on any Business Day following a day on which the account officers of the
Administrative Agent active upon the Borrower's account become aware of the
existence of an Event of Default, (e) any day on which any conversion of a Prime
Rate Loan to a Eurodollar Rate Loan occurs, or (f) any Business Day on which (i)
the amount of outstanding Revolving Credit Loans decreases and (ii) the amount
of the Administrative Agent's Revolving Credit Loans outstanding equals zero
Dollars ($0).

           SETTLING LENDER.  See Section 2.9.1.

           SHAREHOLDER DISTRIBUTION. The divestiture by SLC of the shares of
Capital Stock of the Borrower owned by SLC, which divestiture may be effected by
SLC as a dividend, an exchange with existing SLC stockholders for shares of SLC
capital stock, a spin-off or otherwise, as a result of which SLC is no longer
required to consolidate the Borrower's results of operations and financial
position (determined in accordance with GAAP).

           SIGNIFICANT SUBSIDIARY. Each Subsidiary of the Borrower which
qualifies as "significant", as such term is defined under Regulation S-X
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.

           SLC.  Sara Lee Corporation, a Maryland corporation.
<PAGE>

                                       -16-

           SLC NEGATIVE PLEDGE. The negative pledge given by the Borrower in
favor of SLC with respect to any of the Borrower's rights as assignee or lessee
in or to any of the "Properties" (as defined in the Lease Indemnification and
Reimbursement Agreement, dated as of August 24, 2000, between SLC and the
Borrower (as in effect on the date hereof, the "LEASE INDEMNITY") or any rents
thereunder, pursuant to Section 4.2 of the Lease Indemnity.

           S&P.  Standard & Poor's Ratings Group.

           SPECIFIED JOINT VENTURE. Any joint venture or other entity (a) with
respect to which the Borrower and its Subsidiaries are liable for less than
fifty percent (50%) of any and all of the obligations and liabilities of such
entity, and (b) which would otherwise, because of clause (a) of the definition
of "Subsidiary", be considered a Subsidiary.

           STANDBY LETTER OF CREDIT FEE.  See Section 4.6.

           SUBSIDIARY. At any time and from time to time, any corporation,
association, partnership, limited liability company, joint venture or other
business entity of which the Borrower and/or any Subsidiary of the Borrower,
directly or indirectly at such time, either (a) owns or controls more than fifty
percent (50%) of the Voting Stock, or (b) is entitled to share in more than
fifty percent (50%) of the profits and losses, however determined, but excluding
Specified Joint Ventures for all purposes hereof other than when used in
Sections 8.3(a) and (b).

           SWING LINE LENDER.  Fleet.

           SWING LINE LOANS. Revolving Credit Loans made by Fleet pursuant to
Section 2.6.2.

           SYNTHETIC LEASE. Any lease of goods or other property, whether real
or personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

           TOTAL COMMITMENT. The sum of the Commitments of the Lenders, as in
effect from time to time.

           TYPE. As to any Revolving Credit Loan which is not a Swing Line Loan,
its nature as a Prime Rate Loan or a Eurodollar Rate Loan.

           UNIFORM CUSTOMS. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Issuing Lender in the ordinary course of its business as a letter of
credit issuer and in effect at the time of issuance of such Letter of Credit.

           UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for
which the Borrower does not reimburse the Administrative Agent, the Issuing
Lender and the Lenders on the date specified in, and in accordance with, Section
4.2.
<PAGE>

                                       -17-

           VOTING STOCK. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

           1.2.  RULES OF INTERPRETATION.

                     (a) A reference to any document or agreement shall include
           such document or agreement as amended, modified or supplemented from
           time to time in accordance with its terms and the terms of this
           Credit Agreement.

                     (b) The singular includes the plural and the plural
           includes the singular.

                     (c) A reference to any law includes any amendment or
           modification to such law.

                     (d) A reference to any Person includes its permitted
           successors and permitted assigns.

                     (e) Accounting terms not otherwise defined herein have the
           meanings assigned to them by GAAP applied on a consistent basis by
           the accounting entity to which they refer.

                     (f) The words "include", "includes" and "including" are not
           limiting.

                     (g) All terms not specifically defined herein or by GAAP,
           which terms are defined in the Uniform Commercial Code as in effect
           in the Commonwealth of Massachusetts, have the meanings assigned to
           them therein, with the term "INSTRUMENT" being that defined under
           Article 9 of the Uniform Commercial Code.

                     (h)  Reference to a particular "Section" refers to that
           section of this Credit Agreement unless otherwise indicated.

                     (i) The words "herein", "hereof", "hereunder" and words of
           like import shall refer to this Credit Agreement as a whole and not
           to any particular section or subdivision of this Credit Agreement.

                     (j) Unless otherwise expressly indicated, in the
           computation of periods of time from a specified date to a later
           specified date, the word "from" means "from and including," the words
           "to" and "until" each mean "to but excluding," and the word "through"
           means "to and including."

                        2. THE REVOLVING CREDIT FACILITY.

           2.1.  COMMITMENT TO LEND.
<PAGE>

                                       -18-

                     (a) Subject to the terms and conditions set forth in this
           Credit Agreement, each of the Lenders severally agrees to lend to the
           Borrower and the Borrower may borrow, repay, and reborrow from time
           to time from the Closing Date up to but not including the Revolving
           Credit Loan Maturity Date upon notice by the Borrower to the
           Administrative Agent given in accordance with Section 2.6, such sums
           as are requested by the Borrower up to a maximum aggregate amount
           outstanding (after giving effect to all amounts requested) at any one
           time equal to such Lender's Commitment MINUS such Lender's Commitment
           Percentage of the sum of the Maximum Drawing Amount and all Unpaid
           Reimbursement Obligations, PROVIDED that the sum of the outstanding
           amount of the Revolving Credit Loans (after giving effect to all
           amounts requested), including the Swing Line Loans, PLUS the Maximum
           Drawing Amount and all Unpaid Reimbursement Obligations shall not at
           any time exceed the Total Commitment at such time. The Revolving
           Credit Loans shall be made PRO RATA in accordance with each Lender's
           Commitment Percentage. Each request for a Revolving Credit Loan
           hereunder shall constitute a representation and warranty by the
           Borrower that the conditions set forth in Section 11 and Section 12,
           in the case of the initial Revolving Credit Loans to be made on the
           Closing Date, and Section 12, in the case of all other Revolving
           Credit Loans, have been satisfied on the date of such request.

                     (b) LIMITED INCREASE IN TOTAL COMMITMENT. Unless a Default
           or Event of Default has occurred and is continuing, the Borrower may
           request, on one or more occasions, that the Total Commitment in
           effect on the date of such request be increased by up to $25,000,000,
           PROVIDED, HOWEVER, that (i) the aggregate amount of any and all
           increases pursuant to this Section 2.1(b) shall not exceed
           $25,000,000, (ii) any Lender which is a party to this Agreement prior
           to such increase shall have the right to elect to fund its PRO RATA
           share of the increase and any additional amounts allocated by the
           Administrative Agent, thereby increasing its Revolving Credit
           Commitment hereunder, but no Lender shall be required to do so, (iii)
           in the event that it becomes necessary to include one or more new
           Lenders to provide additional funding under this Section 2.1(b) in
           order to enable such increase in the Total Commitment to occur, such
           new Lender must be reasonably acceptable to the Administrative Agent
           and the Borrower, (iv) the Lenders' Commitment Percentages shall be
           correspondingly adjusted, (v) each new Lender shall make all (if any)
           such payments to the other Lenders as may be necessary to result in
           the sum of the Revolving Credit Loans to be made by such new Lender
           PLUS such new Lender's proportionate share of the Maximum Drawing
           Amount and all Unpaid Reimbursement Obligations being equal to such
           new Lender's Commitment Percentage (as then in effect) of the
           aggregate principal amount of the sum of all Revolving Credit Loans
           outstanding to the Borrower as of such date PLUS the Maximum Drawing
           Amount and all Unpaid Reimbursement Obligations as of such date), and
           (vi) Revolving Credit Notes issued or amended and such other changes
           shall be made to the Loan Documents, as shall be necessary to reflect
           any such increase in the Total Commitment. Any such increase in the
           Total Commitment (whether by
<PAGE>

                                       -19-

           $25,000,000 or by a lesser amount) shall require, among other things,
           the satisfaction of such conditions precedent as the Administrative
           Agent may require, including, without limitation, the obtaining by
           any applicable Lender of requisite internal approvals, the
           Administrative Agent's receipt of evidence of applicable corporate
           authorization and other corporate documentation from the Borrower
           and the legal opinion of counsel to the Borrower, each in form and
           substance satisfactory to the Administrative Agent and such Lenders
           as are participating in such increase.

           2.2. COMMITMENT FEE. The Borrower agrees to pay to the Administrative
Agent for the accounts of the Lenders in accordance with their respective
Commitment Percentages a commitment fee (the "Commitment Fee") calculated at the
rate per annum of the Applicable Margin with respect to the Commitment Fee as in
effect from time to time on the average daily amount during each calendar
quarter or portion thereof from the date hereof to the Revolving Credit Loan
Maturity Date by which the Total Commitment MINUS the sum of the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the outstanding amount
of Revolving Credit Loans (with outstanding Swing Line Loans not being
considered Revolving Credit Loans or usage for purposes of this calculation)
during such calendar quarter. The Commitment Fee shall be payable quarterly in
arrears on the first day of each calendar quarter for the immediately preceding
calendar quarter commencing on the first such date following the date hereof,
with a final payment on the Revolving Credit Loan Maturity Date or any earlier
date on which the Commitments shall terminate.

           2.3. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have the right
at any time and from time to time upon three (3) Business Days prior written
notice to the Administrative Agent to reduce by $5,000,000 or an integral
multiple thereof or to terminate entirely the Total Commitment, whereupon the
Commitments of the Lenders shall be reduced pro rata in accordance with their
respective Commitment Percentages of the amount specified in such notice or, as
the case may be, terminated. Promptly after receiving any notice of the Borrower
delivered pursuant to this Section 2.3, the Administrative Agent will notify the
Lenders of the substance thereof. Upon the effective date of any such reduction
or termination, the Borrower shall pay to the Administrative Agent for the
respective accounts of the Lenders the full amount of any Commitment Fee then
accrued on the amount of the reduction. No reduction or termination of the
Commitments may be reinstated.

           2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of EXHIBIT A hereto (each a "REVOLVING CREDIT NOTE"), dated as of the Closing
Date (or such other date on which a Lender may become a party hereto in
accordance with Section 15 hereof) and completed with appropriate insertions.
One Revolving Credit Note shall be payable to the order of each Lender in a
principal amount equal to such Lender's Commitment or, if less, the outstanding
amount of all Revolving Credit Loans made by such Lender, PLUS interest accrued
thereon, as set forth below. The Borrower irrevocably authorizes each Lender to
make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or at the time of
<PAGE>

                                       -20-

receipt of any payment of principal on such Lender's Revolving Credit Note,
an appropriate notation on such Lender's Revolving Credit Note Record
reflecting the making of such Revolving Credit Loan or (as the case may be)
the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on such Lender's Revolving Credit Note Record shall be PRIMA
FACIE evidence, absent manifest error, of the principal amount thereof owing
and unpaid to such Lender, but the failure to record, or any error in so
recording, any such amount on such Lender's Revolving Credit Note Record
shall not limit or otherwise affect the obligations of the Borrower hereunder
or under any Revolving Credit Note to make payments of principal of or
interest on any Revolving Credit Note when due.

           2.5.  INTEREST ON REVOLVING CREDIT LOANS.  Except as otherwise
provided in Section 5.11,

                     (a) Each Revolving Credit Loan which is a Prime Rate Loan
           shall bear interest for the period commencing with the Drawdown Date
           thereof and ending on the last day of the Interest Period with
           respect thereto at the rate per annum equal to the Prime Rate PLUS
           the Applicable Margin with respect to Prime Rate Loans as in effect
           from time to time.

                     (b) Each Revolving Credit Loan which is a Eurodollar Rate
           Loan shall bear interest for the period commencing with the Drawdown
           Date thereof and ending on the last day of the Interest Period with
           respect thereto at the rate per annum equal to the Eurodollar Rate
           determined for such Interest Period PLUS the Applicable Margin with
           respect to Eurodollar Rate Loans as in effect from time to time.

                     (c) Each Swing Line Loan shall bear interest from the
           period commencing with the Drawdown Date thereof and ending on the
           last day of the Interest Period with respect thereto at a rate per
           annum equal to, at the Borrower's option (i) the Prime Rate PLUS the
           Applicable Margin with respect to Prime Rate Loans in effect from
           time to time, and (ii) the Fixed Rate, which interest shall be paid
           on each Interest Payment Date for Swing Line Loans for the account of
           the Swing Line Lender. Interest periods for Swing Line Loans which
           are also Fixed Rate Loans shall be for a period of ten (10) days or
           less. The Borrower shall give the Swing Line Lender notice no later
           than 1:00 p.m. on the last day of the Interest Period that is a Fixed
           Rate Loan of its intention to repay such Swing Line Loan or to refund
           such Swing Line Loan with a Revolving Credit Loan which is not a
           Swing Line Loan in accordance with Section 2.9. In the event that the
           Borrower fails to give such notice, such Swing Line Loan shall, on
           the last day of such Interest Period cease to be a Fixed Rate Loan.

The Borrower promises to pay interest on each Revolving Credit Loan in arrears
on each Interest Payment Date with respect thereto.

           2.6.  REQUESTS FOR REVOLVING CREDIT LOANS.
<PAGE>

                                       -21-

                     2.6.1. GENERAL. The Borrower shall give to the
           Administrative Agent written notice in the form of EXHIBIT B hereto
           (or telephonic notice confirmed promptly in a writing in the form of
           EXHIBIT B hereto) of each Revolving Credit Loan requested hereunder
           (a "LOAN REQUEST") (a) by no later than 11:00 a.m. (Boston time) on
           the proposed Drawdown Date of any Prime Rate Loan and (b) by no later
           than 12:00 noon (Boston time) no less than three (3) Eurodollar
           Business Days prior to the proposed Drawdown Date of any Eurodollar
           Rate Loan. Each such notice shall specify (i) the principal amount of
           the Revolving Credit Loan requested, (ii) the proposed Drawdown Date
           of such Revolving Credit Loan, (iii) the Interest Period for such
           Revolving Credit Loan and (iv) the Type of such Revolving Credit
           Loan. Promptly upon receipt of any such notice, the Administrative
           Agent shall notify each of the Lenders thereof. Each Loan Request
           shall be irrevocable and binding on the Borrower and shall obligate
           the Borrower to accept the Revolving Credit Loan requested from the
           Lenders on the proposed Drawdown Date. With respect to Eurodollar
           Rate Loans, each Loan Request shall be in a minimum aggregate amount
           of $1,000,000 or an integral multiple of $500,000 in excess thereof,
           and with respect to Prime Rate Loans, each Loan Request shall be in a
           minimum aggregate amount of $500,000 or an integral multiple of
           $100,000 in excess thereof.

                     2.6.2. SWING LINE. Notwithstanding the notice and minimum
           amount requirements set forth in Section 2.6.1 but otherwise in
           accordance with the terms and conditions of this Credit Agreement,
           the Swing Line Lender may, at the Borrower's request and in the Swing
           Line Lender's sole discretion and without conferring with the
           Lenders, make Revolving Credit Loans (each a "SWING LINE LOAN") to
           the Borrower in an amount requested by the Borrower PROVIDED, that
           (a) each such Swing Line Loan shall be in a minimum aggregate amount
           of $500,000 or an integral multiple of $100,000 in excess thereof,
           and (b) the aggregate outstanding amount of all Swing Line Loans made
           by the Swing Line Lender pursuant to this Section 2.6.2 shall not
           exceed $10,000,000 at any one time. The Borrower hereby requests and
           authorizes the Swing Line Lender to make from time to time such Swing
           Line Loans as may be so requested. The Borrower acknowledges and
           agrees that the making of such Swing Line Loans shall, in each case,
           be subject in all respects to the provisions of this Credit Agreement
           as if they were Swing Line Loans covered by a Loan Request including,
           without limitation, the limitations set forth in Section 2.1 and the
           requirements that the applicable provisions of Section 11 (in the
           case of Swing Line Loans made on the Closing Date) and Section 12 be
           satisfied. All actions taken by the Swing Line Lender pursuant to the
           provisions of this Section 2.6.2 shall be conclusive and binding on
           the Borrower and the Lenders absent the Swing Line Lender's gross
           negligence or willful misconduct.

           2.7.  CONVERSION OPTIONS.

                     2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT
           LOAN. The Borrower may elect from time to time to convert any
           outstanding
<PAGE>

                                       -22-

           Revolving Credit Loan to a Revolving Credit Loan of another
           Type, PROVIDED that (a) with respect to any such conversion
           of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall
           give the Administrative Agent at least one (1) Business Day prior
           written notice of such election; (b) with respect to any such
           conversion of a Prime Rate Loan to a Eurodollar Rate Loan, the
           Borrower shall give the Administrative Agent at least three (3)
           Eurodollar Business Days prior written notice of such election; (c)
           with respect to any such conversion of a Eurodollar Rate Loan into a
           Prime Rate Loan, such conversion shall only be made on the last day
           of the Interest Period with respect thereto and (d) no Revolving
           Credit Loan may be converted into a Eurodollar Rate Loan when any
           Default or Event of Default has occurred and is continuing. On the
           date on which such conversion is being made each Lender shall take
           such action as is necessary to transfer its Commitment Percentage of
           such Revolving Credit Loans to its Domestic Lending Office or its
           Eurodollar Lending Office, as the case may be. All or any part of
           outstanding Revolving Credit Loans of any Type may be converted into
           a Revolving Credit Loan of another Type as provided herein, PROVIDED
           that any partial conversion to a Eurodollar Rate Loan shall be in an
           aggregate principal amount of $1,000,000 or an integral multiple of
           $500,000 in excess thereof, and any partial conversion to a Prime
           Rate Loan shall be in an aggregate principal amount of $500,000 or an
           integral multiple of $100,000 in excess thereof. Each Conversion
           Request relating to the conversion of a Revolving Credit Loan to a
           Eurodollar Rate Loan shall be irrevocable by the Borrower.

                     2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
           Revolving Credit Loan of any Type may be continued as a Revolving
           Credit Loan of the same Type upon the expiration of an Interest
           Period with respect thereto by compliance by the Borrower with the
           notice provisions contained in Section 2.7.1; PROVIDED that no
           Eurodollar Rate Loan may be continued as such when any Default or
           Event of Default has occurred and is continuing, but shall be
           automatically converted to a Prime Rate Loan on the last day of the
           first Interest Period relating thereto ending during the continuance
           of any Default or Event of Default of which officers of the
           Administrative Agent active upon the Borrower's account have actual
           knowledge. In the event that the Borrower fails to provide any such
           notice with respect to the continuation of any Eurodollar Rate Loan
           as such, then such Eurodollar Rate Loan shall be automatically
           converted to a Prime Rate Loan on the last day of the first Interest
           Period relating thereto. The Administrative Agent shall notify the
           Lenders promptly when any such automatic conversion contemplated by
           this Section 2.7 is scheduled to occur.

                     2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from
           Eurodollar Rate Loans shall be in such amounts and be made pursuant
           to such elections so that, after giving effect thereto, the aggregate
           principal amount of all Eurodollar Rate Loans having the same
           Interest Period shall not be less than $1,000,000 or an integral
           multiple of $500,000 in excess
<PAGE>

                                       -23-

           thereof. No more than ten (10) Eurodollar Rate Loans having different
           Interest Periods may be outstanding at any time.

                     2.7.4. APPLICABILITY OF CONVERSION AND CONTINUATION
           PROVISIONS. Notwithstanding anything to the contrary herein
           contained, the provisions of this Section 2.7 shall not apply to
           Swing Line Loans.

           2.8.  FUNDS FOR REVOLVING CREDIT LOAN.

                     2.8.1. FUNDING PROCEDURES. Not later than 3:00 p.m. (Boston
           time) on the proposed Drawdown Date of any Revolving Credit Loans,
           each of the Lenders will make available to the Administrative Agent,
           at the Administrative Agent's Office, in immediately available funds,
           the amount of such Lender's Commitment Percentage of the amount of
           the requested Revolving Credit Loans. Upon receipt from each Lender
           of such amount, and upon receipt of the documents required by
           Sections 11 and 12 and the satisfaction of the other conditions set
           forth therein, to the extent applicable, the Administrative Agent
           will make available to the Borrower the aggregate amount of such
           Revolving Credit Loans made available to the Administrative Agent by
           the Lenders. The failure or refusal of any Lender to make available
           to the Administrative Agent at the aforesaid time and place on any
           Drawdown Date the amount of its Commitment Percentage of the
           requested Revolving Credit Loans shall not relieve any other Lender
           from its several obligation hereunder to make available to the
           Administrative Agent the amount of such other Lender's Commitment
           Percentage of any requested Revolving Credit Loans.

                     2.8.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative
           Agent may, unless notified to the contrary by any Lender prior to a
           Drawdown Date, assume that such Lender has made available to the
           Administrative Agent on such Drawdown Date the amount of such
           Lender's Commitment Percentage of the Revolving Credit Loans to be
           made on such Drawdown Date, and the Administrative Agent may, in
           reliance upon such assumption, make available to the Borrower a
           corresponding amount. If any Lender makes available to the
           Administrative Agent such amount on a date after such Drawdown Date,
           such Lender shall pay to the Administrative Agent on demand an amount
           equal to the product of (a) the average computed for the period
           referred to in clause (c) below, of the weighted average interest
           rate paid by the Administrative Agent for federal funds acquired by
           the Administrative Agent during each day included in such period,
           times (b) the amount of such Lender's Commitment Percentage of such
           Revolving Credit Loans, times (c) a fraction, the numerator of which
           is the number of days that elapse from and including such Drawdown
           Date to the date on which the amount of such Lender's Commitment
           Percentage of such Revolving Credit Loans shall become immediately
           available to the Administrative Agent, and the denominator of which
           is 360. A statement of the Administrative Agent submitted to such
           Lender with respect to any amounts owing under this paragraph shall
           be prima facie evidence (absent
<PAGE>

                                       -24-

           manifest error) of the amount due and owing to the Administrative
           Agent by such Lender. If the amount of such Lender's Commitment
           Percentage of such Revolving Credit Loans is not made available
           to the Administrative Agent by such Lender within three (3) Business
           Days following such Drawdown Date, the Administrative Agent shall
           be entitled to recover such amount from the Borrower on demand, with
           interest thereon at the rate per annum applicable to the Revolving
           Credit Loans made on such Drawdown Date.

           2.9.  SETTLEMENTS.

                     2.9.1. GENERAL. On each Settlement Date, the Administrative
           Agent shall, not later than 1:00 p.m. (Boston time), give telephonic,
           facsimile or electronic mail notice (a) to the Lenders and the
           Borrower of the respective outstanding amount of Revolving Credit
           Loans made by the Administrative Agent on behalf of the Lenders or in
           the form of Swing Line Loans from the immediately preceding
           Settlement Date through the close of business on the prior day and
           the amount of any Eurodollar Rate Loans to be made (following the
           giving of notice pursuant to Section 2.6.1(b)) on such date pursuant
           to a Loan Request and (b) to the Lenders of the amount (a "SETTLEMENT
           AMOUNT") that each Lender (a "SETTLING LENDER") shall pay to effect a
           Settlement of any Revolving Credit Loan. A statement of the
           Administrative Agent submitted to the Lenders and the Borrower or to
           the Lenders with respect to any amounts owing under this Section 2.9
           shall be prima facie evidence (absent manifest error) of the amount
           due and owing. Each Settling Lender shall, not later than 3:00 p.m.
           (Boston time) on such Settlement Date, effect a wire transfer of
           immediately available funds to the Administrative Agent in the amount
           of the Settlement Amount for such Settling Lender. All funds advanced
           by any Lender as a Settling Lender pursuant to this Section 2.9 shall
           for all purposes be treated as a Revolving Credit Loan made by such
           Settling Lender to the Borrower and all funds received by any Lender
           pursuant to this Section 2.9 shall for all purposes be treated as
           repayment of amounts owed with respect to Revolving Credit Loans made
           by such Lender. In the event that any bankruptcy, reorganization,
           liquidation, receivership or similar cases or proceedings in which
           the Borrower is a debtor prevent a Settling Lender from making any
           Revolving Credit Loan to effect a Settlement as contemplated hereby,
           such Settling Lender will make such dispositions and arrangements
           with the other Lenders with respect to such Revolving Credit Loans,
           either by way of purchase of participations, distribution, pro tanto
           assignment of claims, subrogation or otherwise as shall result in
           each Lender's share of the outstanding Revolving Credit Loans being
           equal, as nearly as may be, to such Lender's Commitment Percentage of
           the outstanding amount of the Revolving Credit Loans.

                     2.9.2. FAILURE TO MAKE FUNDS AVAILABLE. The Administrative
           Agent may, unless notified to the contrary by any Settling Lender
           prior to a Settlement Date, assume that such Settling Lender has made
           or will make available to the Administrative Agent on such Settlement
           Date the amount of such Settling Lender's Settlement Amount, and the
           Administrative Agent
<PAGE>

                                       -25-

           may, in reliance upon such assumption, make available to the
           Borrower a corresponding amount. If any Settling Lender makes
           available to the Administrative Agent such amount on a date after
           such Settlement Date, such Settling Lender shall pay to the
           Administrative Agent on demand an amount equal to the product of
           (a) the average computed for the period referred to in clause (c)
           below, of the weighted average interest rate paid by the
           Administrative Agent for federal funds acquired by the
           Administrative Agent during each day included in such period, times
           (b) the amount of such Settlement Amount, times (c) a fraction, the
           numerator of which is the number of days that elapse from and
           including such Settlement Date to the date on which the amount of
           such Settlement Amount shall become immediately available to the
           Administrative Agent, and the denominator of which is 360. A
           statement of the Administrative Agent submitted to such Settling
           Lender with respect to any amounts owing under this Section 2.9.2
           shall be prima facie evidence (absent manifest error) of the amount
           due and owing to the Administrative Agent by such Settling Lender.
           If such Settling Lender's Settlement Amount is not made available
           to the Administrative Agent by such Settling Lender within three
           (3) Business Days following such Settlement Date, the
           Administrative Agent shall be entitled to recover such amount from
           the Borrower on demand, with interest thereon at the rate per annum
           applicable to the Revolving Credit Loans as of such Settlement Date.

                     2.9.3. NO EFFECT ON OTHER LENDERS. The failure or refusal
           of any Settling Lender to make available to the Administrative Agent
           at the aforesaid time and place on any Settlement Date the amount of
           such Settling Lender's Settlement Amount shall not (a) relieve any
           other Settling Lender from its several obligations hereunder to make
           available to the Administrative Agent the amount of such other
           Settling Lender's Settlement Amount or (b) impose upon any Lender,
           other than the Settling Lender so failing or refusing, any liability
           with respect to such failure or refusal or otherwise increase the
           Commitment of such other Lender.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

           3.1. MATURITY. The Borrower promises to pay on the Revolving Credit
Loan Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon. Without limiting the foregoing, the Borrower promises to pay to the
Administrative Agent for its own account, and there shall become absolutely due
and payable, the outstanding principal amount of each Swing Line Loan made to
the Borrower on the earlier of the Settlement Date with respect thereto and the
Revolving Credit Loan Maturity Date.

           3.2.  MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS.

                     (a) If at any time the sum of the outstanding amount of the
           Revolving Credit Loans (including the Swing Line Loans), the Maximum
<PAGE>

                                       -26-

           Drawing Amount and all Unpaid Reimbursement Obligations exceeds the
           Total Commitment at such time, then the Borrower shall immediately
           pay the amount of such excess to the Administrative Agent for the
           respective accounts of the Lenders for application: first, to the
           Swing Line Loans; second, to any Unpaid Reimbursement Obligations;
           third, to the Revolving Credit Loans; and fourth, to provide to the
           Administrative Agent cash collateral for Reimbursement Obligations as
           contemplated by Section 4.2(b) and (c).

                     (b) During the period from November 1st of each calendar
           year from the Closing Date until the Revolving Credit Loan Maturity
           Date through June 30th of each calendar year during such period, the
           Borrower shall pay to the Administrative Agent such amounts as are
           necessary to reduce the sum of the outstanding amount of the
           Revolving Credit Loans (including Swing Line Loans) to no more than
           $25,000,000 for a period of at least thirty (30) consecutive days
           during such period.

Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving
Credit Loans (other than Swing Line Loans) shall be allocated among the Lenders,
in proportion, as nearly as practicable, to each Reimbursement Obligation or (as
the case may be) the respective unpaid principal amount of each Lender's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior payments or repayments not exactly in proportion. Each payment or
prepayment of Swing Line Loans shall be allocated to the Swing Line Lender.

           3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower
shall have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans and Fixed Rate Loans, as a whole or in part, at any time
without penalty or premium, PROVIDED that any full or partial prepayment of the
outstanding amount of any Eurodollar Rate Loans pursuant to this Section 3.3 may
be made only on the last day of the Interest Period relating thereto unless
breakage costs described in Section 5.10 in connection therewith are paid by the
Borrower. The Borrower shall give the Administrative Agent, no later than 11:00
a.m., Boston time, on such day written notice of any proposed prepayment
pursuant to this Section 3.3 of Prime Rate Loans, and no later than 12:00 noon,
Boston time, three (3) Eurodollar Business Days notice of any proposed
prepayment pursuant to this Section 3.3 of Fixed Rate Loans or Eurodollar Rate
Loans, in each case specifying the proposed date of prepayment of Revolving
Credit Loans and the principal amount to be prepaid. Each such partial
prepayment of the Revolving Credit Loans shall be in a minimum aggregate amount
of $1,000,000 or an integral multiple of $500,000 in excess thereof, shall be
accompanied by the payment of accrued interest on the principal prepaid to the
date of prepayment and shall be applied, in the absence of instruction by the
Borrower, first to the principal of Fixed Rate Loans, second to the principal of
Prime Rate Loans and third to the principal of Eurodollar Rate Loans. Each
partial prepayment shall be allocated among the Lenders, in proportion, as
nearly as practicable, to the respective unpaid principal amount of each
Lender's Revolving Credit Note, with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.
<PAGE>

                                       -27-

                              4. LETTERS OF CREDIT.

           4.1.  LETTER OF CREDIT COMMITMENTS.

                     4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to
           the terms and conditions hereof and the execution and delivery by the
           Borrower of a letter of credit application on the Issuing Lender's
           customary form (a "LETTER OF CREDIT APPLICATION"), the Issuing Lender
           on behalf of the Lenders and in reliance upon the agreement of the
           Lenders set forth in Section 4.1.4 and upon the representations and
           warranties of the Borrower contained herein, agrees, in its
           individual capacity, to issue, extend, amend and renew for the
           account of the Borrower one or more standby or documentary letters of
           credit (individually, a "LETTER OF Credit"), in such form as may be
           requested from time to time by the Borrower and agreed to by the
           Issuing Lender; PROVIDED, however, that, after giving effect to such
           request, (a) with respect to all Letters of Credit, the sum of the
           aggregate Maximum Drawing Amount and all Unpaid Reimbursement
           Obligations shall not exceed $75,000,000 at any one time, (b) with
           respect to standby Letters of Credit, the sum of the aggregate
           Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall
           not exceed $30,000,000 at any one time, and (c) the sum of (i) the
           Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid
           Reimbursement Obligations, and (iii) the amount of all Revolving
           Credit Loans (including Swing Line Loans) outstanding shall not
           exceed the Total Commitment at such time. As of the Closing Date,
           letter of credit number MS1257831 initially issued in the amount of
           $130,000 by Fleet for the account of the Borrower shall become a
           Letter of Credit under this Credit Agreement for all purposes.

                     4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
           Application shall be completed to the satisfaction of the Issuing
           Lender. In the event that any provision of any Letter of Credit
           Application shall be inconsistent with any provision of this Credit
           Agreement, then the provisions of this Credit Agreement shall, to the
           extent of any such inconsistency, govern.

                     4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
           issued, extended, amended or renewed hereunder shall, among other
           things, (a) provide for the payment of drafts for honor thereunder
           when presented in accordance with the terms thereof and when
           accompanied by the documents described therein, and (b) have an
           expiry date no later than the date which is ten (10) days (or, if the
           Letter of Credit is confirmed by a confirmer or otherwise provides
           for one or more nominated persons, thirty (30) days) prior to the
           Revolving Credit Loan Maturity Date. Each Letter of Credit so issued,
           extended, amended or renewed shall be subject to the Uniform Customs
           or, in the case of a standby Letter of Credit, either the Uniform
           Customs or the International Standby Practices.
<PAGE>

                                       -28-

                     4.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender
           severally agrees that it shall be absolutely liable, without regard
           to the occurrence of any Default or Event of Default or any other
           condition precedent whatsoever, to the extent of such Lender's
           Commitment Percentage, to reimburse the Issuing Lender on demand for
           the amount of each draft paid by the Issuing Lender under each Letter
           of Credit to the extent that such amount is not reimbursed by the
           Borrower pursuant to Section 4.2 (such agreement for a Lender being
           called herein the "LETTER OF CREDIT PARTICIPATION" of such Lender).

                     4.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by
           a Lender shall be treated as the purchase by such Lender of a
           participating interest in the Borrower's Reimbursement Obligation
           under Section 4.2 in an amount equal to such payment. Each Lender
           shall share in accordance with its participating interest in any
           interest which accrues pursuant to Section 4.2.

           4.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Issuing Lender to issue, extend, amend and renew each Letter of Credit and the
Lenders to participate therein, the Borrower hereby agrees to reimburse or pay
to the Issuing Lender, for the account of the Issuing Lender or (as the case may
be) the Lenders, with respect to each Letter of Credit issued, extended, amended
or renewed by the Issuing Lender hereunder,

                     (a) except as otherwise expressly provided in Section
           4.2(b) and (c), on each date that any draft presented under such
           Letter of Credit is honored by the Issuing Lender, or the Issuing
           Lender otherwise makes a payment with respect thereto, (i) the amount
           paid by the Issuing Lender under or with respect to such Letter of
           Credit, and (ii) the amount of any taxes and customary fees and
           expenses whatsoever incurred by the Issuing Lender in connection with
           any payment made by the Issuing Lender under, or with respect to,
           such Letter of Credit,

                     (b) upon the reduction (but not termination) of the Total
           Commitment to an amount less than the Maximum Drawing Amount, an
           amount equal to such difference, which amount shall be held by the
           Administrative Agent for the benefit of the Lenders, the Issuing
           Lender and the Administrative Agent as cash collateral (to be held in
           an interest bearing account administered by the Administrative Agent)
           for all Reimbursement Obligations, and

                     (c) upon the termination of the Total Commitment, or the
           acceleration of the Reimbursement Obligations with respect to all
           Letters of Credit in accordance with Section 13, an amount equal to
           the then Maximum Drawing Amount on all Letters of Credit, which
           amount shall be held by the Administrative Agent for the benefit of
           the Lenders, the Issuing Lender and the Administrative Agent as cash
           collateral (to be held in an interest bearing
<PAGE>

                                       -29-

           account administered by the Administrative Agent) for all
           Reimbursement Obligations.

Each such payment shall be made to the Issuing Lender at the Issuing Lender's
office designated on Schedule 1 hereto in immediately available funds. Interest
on any and all amounts remaining unpaid by the Borrower under this Section 4.2
at any time from the date such amounts become due and payable (whether as stated
in this Section 4.2, by acceleration or otherwise) until payment in full
(whether before or after judgment) shall be payable to the Issuing Lender on
demand at the rate specified in Section 5.11 for overdue principal on the
Revolving Credit Loans.

           4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
demand for payment made and, with respect to documentary Letters of Credit with
respect to which there are discrepancies between the draft presented and the
requirements of the Letter of Credit, the approval of the Borrower is required
under applicable law to make payment and the Borrower has nonetheless approved
payment thereof, the Issuing Lender shall notify the Borrower of the date and
amount of the draft presented or demand for payment and of the date and time
when it expects to pay such draft or honor such demand for payment. If the
Borrower fails to reimburse the Issuing Lender as provided in Section 4.2 by the
date that such draft is paid or other payment is made by the Issuing Lender, the
Administrative Agent, on behalf of, and at the request of, the Issuing Lender,
may at any time thereafter notify the Lenders of the amount of any such Unpaid
Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the Business
Day next following the receipt of such notice, each Lender shall make available
to the Administrative Agent, at the Administrative Agent's Office for
distribution to the Issuing Lender, in immediately available funds, such
Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, together
with an amount equal to the product of (a) the average, computed for the period
referred to in clause (c) below, of the weighted average interest rate paid by
the Issuing Lender for federal funds acquired by the Issuing Lender during each
day included in such period, times (b) the amount equal to such Lender's
Commitment Percentage of such Unpaid Reimbursement Obligation, times (c) a
fraction, the numerator of which is the number of days that elapse from and
including the date the Issuing Lender paid the draft presented for honor or
otherwise made payment to the date on which such Lender's Commitment Percentage
of such Unpaid Reimbursement Obligation shall become immediately available to
the Issuing Lender, and the denominator of which is 360. The responsibility of
the Issuing Lender to the Borrower and the Lenders shall be only to determine
that the documents (including each draft) delivered under each Letter of Credit
in connection with such presentment shall be in conformity in all material
respects with such Letter of Credit and to perform standard operating functions
related to the administration of Letters of Credit.

           4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this
Section 4 shall be absolute and unconditional under any and all circumstances
and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Issuing Lender, any Lender
or any
<PAGE>

                                       -30-

beneficiary of a Letter of Credit. The Borrower further agrees with the
Issuing Lender, the Administrative Agent and the Lenders that the Issuing
Lender, the Administrative Agent and the Lenders shall not be responsible
for, and the Borrower's Reimbursement Obligations under Section 4.2 shall not
be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon even if such documents should in fact prove to
be in any or all respects invalid, fraudulent or forged, or any dispute
between or among the Borrower, the beneficiary of any Letter of Credit or any
financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of the Borrower against the
beneficiary of any Letter of Credit or any such transferee, PROVIDED that the
Borrower shall not be responsible for, and the Borrower's Reimbursement
Obligations shall not include, amounts or liabilities arising solely from the
gross negligence or willful misconduct of the Issuing Lender in determining
whether a request presented under any Letter of Credit complied with the
terms of such Letter of Credit. The Issuing Lender, the Administrative Agent
and the Lenders shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. The Borrower agrees
that any action taken or omitted by the Issuing Lender, the Administrative
Agent or any Lender under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith, shall be binding upon
the Borrower and shall not result in any liability on the part of the Issuing
Lender, the Administrative Agent or any Lender to the Borrower.

           4.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section
4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected
in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Issuing Lender. The Issuing Lender
shall be fully justified in failing or refusing to take any action under this
Credit Agreement unless it shall first have received such advice or concurrence
of the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Issuing Lender shall in all cases be
fully protected in acting, or in refraining from acting, under this Credit
Agreement in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
the Lenders and all future holders of the Revolving Credit Notes or of a Letter
of Credit Participation.

           4.6. LETTER OF CREDIT FEE. The Borrower shall pay a fee (in each
case, a "LETTER OF CREDIT FEE") to the Administrative Agent (a) quarterly in
arrears on the first day of each fiscal quarter of the Borrower for the
immediately preceding fiscal quarter of the Borrower, in respect of each standby
Letter of Credit, an amount equal to the Applicable Margin per annum with
respect to Standby Letter of Credit
<PAGE>

                                       -31-

Fees MULTIPLIED BY the result of (i) the average daily face amount of such
standby Letter of Credit during such period, MULTIPLIED BY the number of days
such standby Letter of Credit is outstanding and DIVIDED BY (ii) three
hundred and sixty (360) (a "STANDBY LETTER OF CREDIT FEE"), and (b) quarterly
in arrears on the first day of each fiscal quarter of the Borrower for the
immediately preceding fiscal quarter of the Borrower, in respect of each
documentary Letter of Credit, an amount equal to the Applicable Margin per
annum with respect to documentary Letter of Credit Fees MULTIPLIED BY the
result of (i) the average daily face amount of such documentary Letter of
Credit during such period, MULTIPLIED BY the number of days such documentary
Letter of Credit is outstanding, DIVIDED BY (B) three hundred and sixty (360)
(a "DOCUMENTARY LETTER OF CREDIT FEE"), in each case which Letter of Credit
Fee shall be for the accounts of the Lenders in accordance with their
respective Commitment Percentages. In respect of each Letter of Credit, the
Borrower shall also pay to the Issuing Lender for the Issuing Lender's own
account, at such other time or times as such charges are customarily made by
the Issuing Lender, the Issuing Lender's customary fronting, issuance,
amendment, negotiation or document examination and other administrative fees
as in effect from time to time.

                         5. CERTAIN GENERAL PROVISIONS.

           5.1. CLOSING AND ARRANGEMENT FEES. The Borrower agrees to pay to the
Administrative Agent for the accounts of the Lenders on the Closing Date a
closing fee (the "Closing Fee") as set forth in the Fee Letter. The Borrower
agrees to pay to the Administrative Agent for the account of the Arranger, on
the Closing Date an arrangement fee (the "Arrangement Fee") as set forth in the
Fee Letter.

           5.2. ADMINISTRATIVE AGENT'S FEE. The Borrower shall pay to the
Administrative Agent an Administrative Agent's fee as set forth in the Fee
Letter.

           5.3.  FUNDS FOR PAYMENTS.

                     5.3.1. PAYMENTS TO ADMINISTRATIVE AGENT. All payments of
           principal, interest, Reimbursement Obligations, Fees and any other
           amounts due hereunder or under any of the other Loan Documents shall
           be made on the due date thereof to the Administrative Agent in
           Dollars, for the respective accounts of the Lenders and the
           Administrative Agent, at the Administrative Agent's Office or at such
           other place that the Administrative Agent may from time to time
           designate, in each case at or about 3:00 p.m. (Boston, Massachusetts,
           time or other local time at the place of payment) and in immediately
           available funds.

                     5.3.2. NO OFFSET, ETC. All payments by the Borrower
           hereunder and under any of the other Loan Documents shall be made
           without recoupment, setoff or counterclaim and free and clear of and
           without deduction for any taxes, levies, imposts, duties, charges,
           fees, deductions, withholdings, compulsory loans, restrictions or
           conditions of any nature now or hereafter imposed or levied by any
           jurisdiction or any political subdivision thereof or taxing or other
           authority therein unless the Borrower is compelled by law to
<PAGE>

                                       -32-

           make such deduction or withholding. If any such obligation is imposed
           upon the Borrower with respect to any amount payable by it hereunder
           or under any of the other Loan Documents, the Borrower will pay to
           the Administrative Agent, for the account of the Lenders or (as the
           case may be) the Administrative Agent, on the date on which such
           amount is due and payable hereunder or under such other Loan
           Document, such additional amount in Dollars as shall be necessary
           to enable the Lenders or the Administrative Agent to receive the
           same net amount which the Lenders or the Administrative Agent would
           have received on such due date had no such obligation been imposed
           upon the Borrower. The Borrower will deliver promptly to the
           Administrative Agent certificates or other valid vouchers for all
           taxes or other charges deducted from or paid with respect to
           payments made by the Borrower hereunder or under such other Loan
           Document.

           5.4. COMPUTATIONS. All computations of interest on (a) the Loans
(other than Eurodollar Rate Loans) and of Fees shall, unless otherwise expressly
provided herein, be based on a 365/366-day year and (b) Eurodollar Rate Loans
shall be based on a 360-day year and, in each case, paid for the actual number
of days elapsed. Except as otherwise provided in the definition of the term
"Interest Period" with respect to Eurodollar Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest and Fees shall accrue during such
extension. The outstanding amount of the Loans as reflected on the Revolving
Credit Note Records from time to time shall be considered correct and binding on
the Borrower unless within five (5) Business Days after receipt of any notice by
the Administrative Agent or any of the Lenders of such outstanding amount, the
Administrative Agent or such Lender shall notify the Borrower to the contrary.

           5.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to
the commencement of any Interest Period relating to any Eurodollar Rate Loan,
the Administrative Agent shall determine or be notified by the Required Lenders
that adequate and reasonable methods do not exist for ascertaining the
Eurodollar Rate that would otherwise determine the rate of interest to be
applicable to any Eurodollar Rate Loan during any Interest Period, the
Administrative Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrower and the Lenders) to the Borrower
and the Lenders. In such event (a) any Loan Request or Conversion Request with
respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be
deemed a request for Prime Rate Loans, (b) each Eurodollar Rate Loan will
automatically, on the last day of the then current Interest Period relating
thereto, become a Prime Rate Loan, and (c) the obligations of the Lenders to
make Eurodollar Rate Loans shall be suspended until the Administrative Agent or
the Required Lenders determine that the circumstances giving rise to such
suspension no longer exist, whereupon the Administrative Agent or, as the case
may be, the Administrative Agent upon the instruction of the Required Lenders,
shall so notify the Borrower and the Lenders.
<PAGE>

                                       -33-

           5.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Rate Loans, such Lender shall forthwith give notice of such
circumstances to the Borrower and the other Lenders and thereupon (a) the
commitment of such Lender to make Eurodollar Rate Loans or convert Prime Rate
Loans to Eurodollar Rate Loans shall forthwith be suspended and (b) such
Lender's Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if
any, shall be converted automatically to Prime Rate Loans on the last day of
each Interest Period applicable to such Eurodollar Rate Loans or within such
earlier period as may be required by law. The Borrower hereby agrees promptly to
pay the Administrative Agent for the account of such Lender, upon demand by such
Lender, any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this Section
5.6, including any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder.

           5.7. ADDITIONAL COSTS, ETC. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender or the Administrative Agent by any central bank
or other fiscal, monetary or other authority (whether or not having the force of
law), shall:

                     (a) subject any Lender or the Administrative Agent to any
           tax, levy, impost, duty, charge, fee, deduction or withholding of any
           nature with respect to this Credit Agreement, the other Loan
           Documents, any Letters of Credit, such Lender's Commitment or the
           Loans (other than taxes based upon or measured by the income or
           profits of such Lender or the Administrative Agent), or

                     (b) materially change the basis of taxation (except for
           changes in taxes on income or profits) of payments to any Lender of
           the principal of or the interest on any Loans or any other amounts
           payable to any Lender or the Administrative Agent under this Credit
           Agreement or any of the other Loan Documents, or

                     (c) impose or increase or render applicable (other than to
           the extent specifically provided for elsewhere in this Credit
           Agreement) any special deposit, reserve, assessment, liquidity,
           capital adequacy or other similar requirements (whether or not having
           the force of law) against assets held by, or deposits in or for the
           account of, or loans by, or letters of credit issued by, or
           commitments of an office of any Lender, or

                     (d) impose on any Lender or the Administrative Agent any
           other conditions or requirements with respect to this Credit
           Agreement, the other
<PAGE>

                                       -34-

           Loan Documents, any Letters of Credit, the Loans, such Lender's
           Commitment, or any class of loans, letters of credit or commitments
           of which any of the Loans or such Lender's Commitment forms a part,
           and the result of any of the foregoing is

                               (i) to increase the cost to any Lender of making,
                     funding, issuing, renewing, extending or maintaining any of
                     the Loans or such Lender's Commitment or any Letter of
                     Credit, or

                               (ii) to reduce the amount of principal, interest,
                     Reimbursement Obligation or other amount payable to such
                     Lender or the Administrative Agent hereunder on account of
                     such Lender's Commitment, any Letter of Credit or any of
                     the Loans, or

                               (iii) to require such Lender or the
                     Administrative Agent to make any payment or to forego any
                     interest or Reimbursement Obligation or other sum payable
                     hereunder, the amount of which payment or foregone interest
                     or Reimbursement Obligation or other sum is calculated by
                     reference to the gross amount of any sum receivable or
                     deemed received by such Lender or the Administrative Agent
                     from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Administrative Agent at any time and from time to
time and as often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum.

           5.8. CAPITAL ADEQUACY. If after the date hereof any Lender or the
Administrative Agent determines that (a) the adoption of or change in any
law, governmental rule, regulation, policy, guideline or directive (whether
or not having the force of law) regarding capital requirements for Lenders or
Lender holding companies or any change in the interpretation or application
thereof by a Governmental Authority with appropriate jurisdiction, or (b)
compliance by such Lender or the Administrative Agent or any corporation
controlling such Lender or the Administrative Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has
the effect of reducing the return on such Lender's or the Administrative
Agent's commitment with respect to any Loans to a level below that which such
Lender or the Administrative Agent could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or the
Administrative Agent's then existing policies with respect to capital
adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Lender or (as the case may be) the Administrative Agent
to be material, then such Lender or the Administrative Agent may notify the
Borrower of such fact. To the extent that the amount of such reduction in the
return on capital is not reflected in the Prime Rate, the Borrower agrees to
pay such Lender or (as the case may be) the

<PAGE>

                                       -35-

Administrative Agent for the amount of such reduction in the return on
capital as and when such reduction is determined upon presentation by such
Lender or (as the case may be) the Administrative Agent of a certificate in
accordance with Section 5.9 hereof. Each Lender shall allocate such cost
increases among its customers in good faith and on an equitable basis.

           5.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts
which are due, submitted by any Lender or the Administrative Agent to the
Borrower, shall be conclusive, absent manifest error, that such amounts are due
and owing.

           5.10. INDEMNITY. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from and against any loss, cost or expense actually
incurred (excluding loss of anticipated profits) that such Lender may sustain or
incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or any interest on any Eurodollar Rate Loans or Fixed Rate
Loans as and when due and payable, including any such loss or expense arising
from interest or fees payable by such Lender to banks of funds obtained by it in
order to maintain its Eurodollar Rate Loans or Fixed Rate Loans, (b) default by
the Borrower in making a borrowing or conversion after the Borrower has given
(or is deemed to have given) a Loan Request or a Conversion Request relating
thereto in accordance with Section 2.6 or Section 2.7, or (c) the making of any
payment of a Eurodollar Rate Loan or a Fixed Rate Loan or the making of any
conversion of any such Loan which is not a Swing Line Loan or any such Fixed
Rate Loan to a Prime Rate Loan on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or fees
payable by such Lender to lenders of funds obtained by it in order to maintain
any such Loans.

           5.11.  INTEREST AFTER DEFAULT.

                     5.11.1. OVERDUE AMOUNTS. Overdue principal and (to the
           extent permitted by applicable law) interest on the Loans and all
           other overdue amounts payable hereunder (including Unpaid
           Reimbursement Obligations) or under any of the other Loan Documents
           shall bear interest (or fees in the case of Unpaid Reimbursement
           Obligations) compounded monthly and payable on demand at a rate per
           annum equal to two percent (2.00%) above the rate of interest or
           Letter of Credit Fee (including the Applicable Margin) then
           applicable thereto (or, if no rate of interest is then applicable
           thereto, the Prime Rate) until such amount shall be paid in full
           (after as well as before judgment).

                     5.11.2. AMOUNTS NOT OVERDUE. During the continuance of a
           Default or an Event of Default, until such Default or Event of
           Default has been cured or remedied or such Default or Event of
           Default has been waived by the Lenders or the Required Lenders
           pursuant to Section 16.12, (a) the principal of the Revolving Credit
           Loans not overdue shall, bear interest at a rate per annum equal to
           the greater of (i) two percent (2.00%) above the rate of interest
           otherwise applicable to such Revolving Credit Loans pursuant to
<PAGE>

                                       -36-

           Section 2.5 and (ii) the rate of interest applicable to overdue
           principal pursuant to Section 5.11.1, and (b) the Applicable Margin
           applicable to Letter of Credit Fees shall be equal to the greater of
           (i) two percent (2.00%) above the Letter of Credit Fee otherwise
           applicable to such Letter of Credit pursuant to Section 4.6, and (ii)
           the Letter of Credit Fee applicable to Unpaid Reimbursement
           Obligations pursuant to Section 5.11.1.

                                 6. GUARANTIES.

           6.1. GUARANTIES OF SUBSIDIARIES. The Obligations shall also be
guaranteed pursuant to the terms of the Guaranties.

                       7. REPRESENTATIONS AND WARRANTIES.

           The Borrower represents and warrants to the Lenders and the
Administrative Agent as follows:

           7.1.  CORPORATE AUTHORITY.

                     7.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower
           and its Subsidiaries (a) is a corporation (or similar business
           entity) duly organized, validly existing and in good standing under
           the laws of its jurisdiction of incorporation or formation except,
           solely with respect to Subsidiaries of the Borrower which are not
           Significant Subsidiaries, where a failure to be so organized,
           existing or formed would not have a Material Adverse Effect, (b) has
           all requisite corporate (or the equivalent entity) power to own its
           property and conduct its business as now conducted and as presently
           contemplated except, solely with respect to Subsidiaries of the
           Borrower which are not Significant Subsidiaries, where such a failure
           would not have a Material Adverse Effect, and (c) is in good standing
           as a foreign corporation (or similar business entity) and is duly
           authorized to do business in each jurisdiction where such
           qualification is necessary except, solely with respect to
           Subsidiaries of the Borrower which are not Significant Subsidiaries,
           where a failure to be so qualified would not have a Material Adverse
           Effect.

                     7.1.2. AUTHORIZATION. The execution, delivery and
           performance of this Credit Agreement and the other Loan Documents to
           which the Borrower or any of its Significant Subsidiaries is or is to
           become a party and the transactions contemplated hereby and thereby
           (a) are within the corporate (or the equivalent entity) authority of
           such Person, (b) have been duly authorized by all necessary corporate
           (or the equivalent entity) proceedings, (c) do not and will not
           conflict with or result in any breach or contravention of any
           provision of law, statute, rule or regulation to which the Borrower
           or any of its Significant Subsidiaries is subject or any judgment,
           order, writ, injunction, license or permit applicable to the Borrower
           or any of its Significant Subsidiaries and (d) do not conflict with
           any provision of the
<PAGE>

                                       -37-

           Governing Documents of, or any agreement or other instrument binding
           upon, the Borrower or any of its Significant Subsidiaries.

                     7.1.3. ENFORCEABILITY. The execution and delivery of this
           Credit Agreement and the other Loan Documents to which the Borrower
           or any of its Significant Subsidiaries is or is to become a party
           will result in valid and legally binding obligations of such Person
           enforceable against it in accordance with the respective terms and
           provisions hereof and thereof, except as enforceability is limited by
           bankruptcy, insolvency, reorganization, moratorium or other laws
           relating to or affecting generally the enforcement of creditors'
           rights and except to the extent that availability of the remedy of
           specific performance or injunctive relief is subject to the
           discretion of the court before which any proceeding therefor may be
           brought.

           7.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance
by the Borrower and any of its Significant Subsidiaries of this Credit Agreement
and the other Loan Documents to which the Borrower or any of its Significant
Subsidiaries is or is to become a party and the transactions contemplated hereby
and thereby do not require the approval or consent of, or filing with, any
governmental agency or authority other than those already obtained.

           7.3. TITLE TO PROPERTIES. Except as indicated on SCHEDULE 7.3 hereto,
the Borrower and its Subsidiaries own all of the assets reflected in the
consolidated and combined balance sheet of the Borrower and its Subsidiaries as
at the Interim Balance Sheet Date or acquired since that date (except property
and assets sold or otherwise disposed of in the ordinary course of business
since that date and Real Estate leased by the Borrower or its Subsidiaries),
subject to no Liens or other rights of others, except Permitted Liens.

           7.4.  FINANCIAL STATEMENTS AND PROJECTIONS.

                     7.4.1. FISCAL YEAR. The Borrower and each of its
           Subsidiaries has a fiscal or financial year which is the twelve
           months ending on or about June 30 of each calendar year.

                     7.4.2. FINANCIAL STATEMENTS. There has been furnished to
           each of the Lenders an audited consolidated and combined balance
           sheet of the Borrower and its Subsidiaries as at the Balance Sheet
           Date, an audited consolidated and combined statement of income of the
           Borrower and its Subsidiaries for the fiscal year then ended, and an
           audited consolidated and combined cash flow statement for the fiscal
           year then ended. In addition, there has been furnished to each of the
           Lenders a consolidated and combined balance sheet of the Borrower and
           its Subsidiaries prepared by management as at the Interim Balance
           Sheet Date, a consolidated and combined statement of income of the
           Borrower and its Subsidiaries prepared by management for the fiscal
           quarter ended December 30, 2000, and a consolidated and combined cash
           flow statement for the fiscal quarter ended December 30, 2000. All
           such balance sheets and statements of income have
<PAGE>

                                       -38-

           been prepared in accordance with GAAP and fairly present the
           financial condition of the Borrower as at the close of business on
           the date thereof and the results of operations for the fiscal year
           then ended. There are no contingent liabilities of the Borrower or
           any of its Subsidiaries as of such date involving material amounts,
           known to the officers of the Borrower, which were not disclosed in
           such balance sheets and the notes related thereto.

                     7.4.3. PROJECTIONS. The projections of the income
           statements, balance sheets and cash flow statements of the Borrower
           and its Subsidiaries on a consolidated and combined basis for each of
           the next three (3) fiscal years ending on or about June 30, 2003,
           copies of which have been delivered to the Administrative Agent. To
           the best knowledge of the Borrower or any of its Subsidiaries at the
           time such projections were made, no facts exist that (individually or
           in the aggregate) would result in any material change in any of such
           projections. The projections are based upon estimates and assumptions
           that were reasonable at the time such estimates and assumptions were
           made, have been prepared on the basis of the assumptions stated
           therein and reflect the reasonable estimates of the Borrower and its
           Subsidiaries of the results of operations and other information
           projected therein.

           7.5. NO MATERIAL ADVERSE CHANGES, ETC. Since the Interim Balance
Sheet Date there has been no event or occurrence which has had a Material
Adverse Effect. Since the Interim Balance Sheet Date, the Borrower has not made
any Restricted Payment other than (a) those permitted under Sections 9.4 (a) and
(b), and (b) intercompany Indebtedness or accounts receivable or payable to or
from SLC to or from the Borrower which are required to be repaid on or prior to
the Closing Date.

           7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and each of
its Subsidiaries possesses all franchises, patents, copyrights, trademarks,
trade names, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of its business substantially as now conducted without
known conflict with any rights of others, except any franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in respect
of the foregoing, where the lack of such would not result in a Material Adverse
Effect.

           7.7. LITIGATION. Except as set forth in SCHEDULE 7.7 hereto, there
are no actions, suits, proceedings or investigations of any kind pending or, to
the best knowledge of the Borrower and its Subsidiaries, threatened against the
Borrower or any of its Subsidiaries before any Governmental Authority, that, (a)
if adversely determined, might, either in any case or in the aggregate, (i) have
a Material Adverse Effect or (ii) materially impair the right of the Borrower
and its Subsidiaries, considered as a whole, to carry on business substantially
as now conducted by them, or (b) which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.
<PAGE>

                                       -39-

           7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor
any of its Subsidiaries (a) is in violation of any provision of, or subject to,
any Governing Document, or any applicable judgment, decree, order, law, statute,
license, rule or regulation in a manner that has or is expected in the future to
have a Material Adverse Effect, or (b) is a party to any contract or agreement
that has or is expected, in the judgment of the Borrower's officers, to have any
Material Adverse Effect, or is in violation of any provision of any agreement or
instrument to which it may be subject or by which it or any of its properties
may be bound, in any of the foregoing cases in a manner that could have a
Material Adverse Effect. Except (x) for the Loan Documents, and (y) as set forth
as an exhibit to the Borrower's Registration Statement on Form S-1, Registration
Number 333-39502, there are no other agreements to which the Borrower or any of
its Subsidiaries is a party and which the Borrower would be required by
applicable law to set forth as an exhibit to such Registration Statement.

           7.9. TAX STATUS. To the extent required, the Borrower and its
Subsidiaries (a) have made or filed all federal, state and foreign income and
all other tax returns, reports and declarations required by any jurisdiction to
which any of them is subject, (b) have paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and by appropriate
proceedings and (c) have, in the reasonable opinion of management, set aside on
their books adequate reserves in accordance with GAAP for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and none of the officers of
the Borrower know of any basis for any such claim.

           7.10. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.


           7.11. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
Borrower nor any of its Subsidiaries is a "HOLDING COMPANY", or a "SUBSIDIARY
COMPANY" of a "HOLDING COMPANY", or an "AFFILIATE" of a "HOLDING COMPANY", as
such terms are defined in the Public Utility Holding Company Act of 1935; nor is
it an "INVESTMENT COMPANY", or an "affiliated COMPANY" or a "PRINCIPAL
UNDERWRITER" of an "INVESTMENT COMPANY", as such terms are defined in the
Investment Company Act of 1940.

           7.12. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of the Borrower or any of its Subsidiaries or any rights relating thereto.

           7.13. CERTAIN TRANSACTIONS. To the best knowledge of the Borrower and
its Subsidiaries, none of the officers, directors, or employees of the Borrower
or any
<PAGE>

                                       -40-

of its Subsidiaries is presently a party to any transaction with the Borrower
or any of its Subsidiaries (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or
from any officer, director or such employee or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

           7.14.  EMPLOYEE BENEFIT PLANS.

                     7.14.1. IN GENERAL. Each Employee Benefit Plan and each
           Guaranteed Pension Plan has been maintained and operated in
           compliance in all material respects with the provisions of ERISA and
           all Applicable Pension Legislation and, to the extent applicable, the
           Code, including but not limited to the provisions thereunder
           respecting prohibited transactions and the bonding of fiduciaries and
           other persons handling plan funds as required by Section 412 of
           ERISA, unless noncompliance could not, individually or in the
           aggregate, reasonably be expected to result in a Material Adverse
           Effect.

                     7.14.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit
           Plan, which is an employee welfare benefit plan within the meaning of
           Section 3(1) or Section 3(2)(B) of ERISA, provides benefit coverage
           subsequent to termination of employment, except as required by Title
           I, Part 6 of ERISA or the applicable state insurance laws. The
           Borrower may terminate, to the extent sponsored by it, each such Plan
           at any time (or at any time subsequent to the expiration of any
           applicable bargaining agreement) in the discretion of the Borrower
           without liability to any Person other than for claims arising prior
           to termination.

                     7.14.3. GUARANTEED PENSION PLANS. Except as could not,
           individually or in the aggregate, reasonably be expected to result in
           a Material Adverse Effect, (a) each contribution required to be made
           to a Guaranteed Pension Plan, whether required to be made to avoid
           the incurrence of an accumulated funding deficiency, the notice or
           lien provisions of Section 302(f) of ERISA, or otherwise, has been
           timely made; and (b) no waiver of an accumulated funding deficiency
           or extension of amortization periods has been received with respect
           to any Guaranteed Pension Plan, and neither the Borrower nor any
           ERISA Affiliate is obligated to or has posted security in connection
           with an amendment to a Guaranteed Pension Plan pursuant to Section
           307 of ERISA or Section 401(a)(29) of the Code. Based on the latest
           valuation of each Guaranteed Pension Plan (which in each case
           occurred within twelve months of the date of this representation),
           and on the actuarial methods and assumptions employed for that
           valuation, the aggregate benefit liabilities of all such Guaranteed
           Pension Plans within the meaning of Section 4001 of ERISA did not
           exceed the aggregate value of the assets of all such Guaranteed
           Pension Plans, disregarding for this purpose the benefit liabilities
           and assets of any Guaranteed Pension Plan with assets
<PAGE>

                                       -41-

           in excess of benefit liabilities, except as could not, individually
           or in the aggregate, reasonably be expected to result in a Material
           Adverse Effect.

                     7.14.4. MULTIEMPLOYER PLANS. Except as could not,
           individually or in the aggregate, reasonably be expected to result in
           a Material Adverse Effect, neither the Borrower nor any ERISA
           Affiliate has incurred any liability (including secondary liability)
           to any Multiemployer Plan as a result of a complete or partial
           withdrawal from such Multiemployer Plan under Section 4201 of ERISA
           or as a result of a sale of assets described in Section 4204 of
           ERISA. After due inquiry, the Borrower is not aware that any
           Multiemployer Plan is in reorganization or insolvent under and within
           the meaning of Section 4241 or Section 4245 of ERISA or is at risk of
           entering reorganization or becoming insolvent, or that any
           Multiemployer Plan intends to terminate or has been terminated under
           Section 4041A of ERISA.

           7.15.  USE OF PROCEEDS.

                     7.15.1. GENERAL. The proceeds of the Loans shall be used
           for working capital, stock repurchases permitted by Section 9.4 and
           general corporate purposes. The Borrower will obtain Letters of
           Credit solely for general corporate purposes.

                     7.15.2. REGULATIONS U AND X. No portion of any Loan is to
           be used, and no portion of any Letter of Credit is to be obtained,
           for the purpose of purchasing or carrying any "margin security" or
           "margin stock" as such terms are used in Regulations U and X of the
           Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221
           and 224.

                     7.15.3. INELIGIBLE SECURITIES. No portion of the proceeds
           of any Loans is to be used, and no portion of any Letter of Credit is
           to be obtained, for the purpose of knowingly purchasing, or providing
           credit support for the purchase of, during the underwriting or
           placement period or within thirty (30) days thereafter, any
           Ineligible Securities underwritten or privately placed by a Financial
           Affiliate.

           7.16. ENVIRONMENTAL COMPLIANCE. (a) None of the Borrower, its
           Subsidiaries or, to the best knowledge of the Borrower or any of its
           Subsidiaries, any operator of the Real Estate or any operations
           thereon is in violation, or has notice of an alleged violation, of
           any judgment, decree, order, law, license, rule or regulation
           pertaining to environmental matters, including without limitation,
           those arising under Environmental Laws, which violation would have a
           Material Adverse Effect;

                     (b) neither the Borrower nor any of its Subsidiaries has
           received written notice from any Governmental Authority, or, to the
           best of the Borrower's and any of its Subsidiaries' knowledge, any
           other third party, (i) that any one of them has been identified by
           the United States Environmental Protection Agency ("EPA") as a
           potentially responsible party under CERCLA
<PAGE>

                                       -42-

           with respect to a site listed on the National Priorities List, 40
           C.F.R. Part 300 Appendix B; (ii) that any Hazardous Substances
           which any one of them has generated, transported or disposed of has
           been found at any site at which a Governmental Authority has
           conducted or has ordered that any Borrower or any of its
           Subsidiaries conduct a remedial investigation, removal or other
           response action pursuant to any Environmental Law; or (iii) that it
           is or shall be a named party to any claim, action, cause of action,
           complaint, or legal or administrative proceeding (in each case,
           contingent or otherwise), the result of which could have a Material
           Adverse Effect, arising out of any third party's incurrence of
           costs, expenses, losses or damages of any kind whatsoever in
           connection with the release of Hazardous Substances;

                     (c) except as set forth on SCHEDULE 7.16 attached hereto,
           to the best of the Borrower's knowledge: (i) no underground tank or
           other underground storage receptacle for Hazardous Substances is
           located on any portion of the Real Estate in violation of applicable
           Environmental Laws; (ii) in the course of any activities conducted by
           the Borrower, its Subsidiaries or operators of its properties, no
           Hazardous Substances have been generated or are being used on the
           Real Estate except in accordance with applicable Environmental Laws;
           (iii) there have been no releases (i.e. any past or present
           releasing, spilling, leaking, pumping, pouring, emitting, emptying,
           discharging, injecting, escaping, disposing or dumping) or threatened
           releases of Hazardous Substances on, upon, into or from the
           properties of the Borrower or its Subsidiaries, which releases would
           have a Material Adverse Effect; and (iv) any Hazardous Substances
           that have been generated on any of the Real Estate have been
           transported offsite only by carriers having an identification number
           issued by the EPA (or the equivalent thereof in any foreign
           jurisdiction), treated or disposed of only by treatment or disposal
           facilities maintaining valid permits as required under applicable
           Environmental Laws, which transporters and facilities have been and
           are, to the best of the Borrower's knowledge, operating in compliance
           with such permits and applicable Environmental Laws; and

                     (d) neither the Borrower nor any of its Subsidiaries has
           received written notice that it is required to conduct an
           environmental clean-up under any Environmental Law by virtue of the
           transactions set forth herein and contemplated hereby.

           7.17. SUBSIDIARIES, ETC. SCHEDULE 7.17 (as amended and in effect from
time to time pursuant to Section 8.11) sets forth a complete and accurate list
of all of the Subsidiaries of the Borrower. As of the Closing Date, none of the
Subsidiaries of the Borrower is a Significant Subsidiary.

           7.18. DISCLOSURE. None of this Credit Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact (known to the Borrower or any of its Subsidiaries in the
case of any document or information not furnished by it or any of its
Subsidiaries) necessary in order to make the statements herein or therein not
misleading. There is no fact
<PAGE>

                                       -43-

known to the Borrower or any of its Subsidiaries which has a Material Adverse
Effect, or which is reasonably likely in the future to have a Material
Adverse Effect, exclusive of effects resulting from changes in general
economic conditions, legal standards or regulatory conditions.

           7.19. TRANSACTIONS WITH SLC. All transactions engaged in prior to the
Closing Date by the Borrower or any of its Subsidiaries and SLC or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which SLC has a substantial interest or is an officer, director, trustee or
partner, including any contract, agreement or other arrangement, contain terms
that overall are no more favorable to SLC or such other Person than would have
been obtainable on an arm's-length basis in the ordinary course of business. Set
forth on SCHEDULE 7.19 hereto are all material agreements (including any
extensions, amendments or other updates to such agreements) between the Borrower
or any of its Subsidiaries and SLC, existing as of the Closing Date, copies of
which (together with any extensions, amendments or other updates to such
agreements) have been provided to the Administrative Agent.

                            8. AFFIRMATIVE COVENANTS.

           The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue, extend, amend or renew any Letters of Credit:

           8.1. PUNCTUAL PAYMENT. Subject to the grace periods set forth in
Section 13.1(b), the Borrower will duly and punctually pay or cause to be paid
the principal and interest on the Loans, all Reimbursement Obligations, the
Letter of Credit Fees, the commitment fees, the Administrative Agent's fee and
all other amounts provided for in this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party, all in
accordance with the terms of this Credit Agreement and such other Loan
Documents.

           8.2. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each
of its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with GAAP, (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage an independent certified public accountant.

           8.3. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Lenders:

                     (a) as soon as practicable, but in any event not later than
           ninety (90) days after the end of each fiscal year of the Borrower,
           the consolidated and combined balance sheet of the Borrower and its
           Subsidiaries as at the end of such year, and the related consolidated
           and combined statement of
<PAGE>

                                       -44-

           income and consolidated and combined statement of cash flow for
           such year, each setting forth in comparative form the figures for
           the previous fiscal year and all such consolidated and combined
           statements to be in reasonable detail, prepared in accordance with
           GAAP, and audited by an independent certified public accountant;

                     (b) as soon as practicable, but in any event not later than
           forty-five (45) days after the end of each of the fiscal quarters of
           the Borrower, copies of the unaudited consolidated and combined
           balance sheet of the Borrower and its Subsidiaries as at the end of
           such quarter, and the related consolidated and combined statement of
           income and consolidated and combined statement of cash flow for the
           portion of the Borrower's fiscal year then elapsed, all in reasonable
           detail and prepared in accordance with GAAP, together with a
           certification by the chief financial officer or treasurer of the
           Borrower that the information contained in such financial statements
           fairly presents the financial position of the Borrower and its
           Subsidiaries on the date thereof (subject to year-end adjustments);

                     (c) simultaneously with the delivery of the financial
           statements referred to in subsections (a) and (b) above, a statement
           certified by the chief financial officer or treasurer of the Borrower
           in substantially the form of EXHIBIT C hereto (a "Compliance
           Certificate") and setting forth in reasonable detail computations
           evidencing compliance with the covenants contained in Section 10;

                     (d) as soon as practicable after the filing or mailing
           thereof, copies of all financial statements, disclosure statements,
           reports and proxies filed with the Securities and Exchange Commission
           or sent to the stockholders of the Borrower;

                     (e) as soon as practicable, but in any event not later than
           thirty (30) days after the filing of the 10K of the Borrower, annual
           income statements, balance sheets and cash flow statements for the
           immediately succeeding fiscal year of the Borrower and its
           Subsidiaries delivered to the Administrative Agent;

                     (f) as soon as practicable notice of the Borrower's and
           SLC's intent to cause the Shareholder Distribution to occur; and

                     (g) from time to time such other additional information
           regarding the financial position of the Borrower and its Subsidiaries
           as the Administrative Agent may reasonably request.

           8.4.  NOTICES.

                     8.4.1. DEFAULTS. The Borrower will promptly notify the
           Administrative Agent and each of the Lenders in writing of the
           occurrence of any Default or Event of Default, together with a
           reasonably detailed
<PAGE>

                                       -45-

           description thereof, and the actions the Borrower proposes to take
           with respect thereto. If any Person shall give any notice to the
           Borrower or any of its Affiliates or, to the best knowledge of the
           Borrower, take any other action in respect of a claimed default
           (whether or not constituting an Event of Default) under this Credit
           Agreement or any other note, evidence of indebtedness, indenture or
           other obligation to which or with respect to which the Borrower or
           any of its Subsidiaries is a party or obligor, whether as
           principal, guarantor, surety or otherwise, the Borrower shall
           forthwith give written notice thereof to the Administrative Agent
           and each of the Lenders, describing the notice or action and the
           nature of the claimed default.

                     8.4.2. ENVIRONMENTAL EVENTS. The Borrower will promptly
           give notice to the Administrative Agent (a) of any violation of any
           Environmental Law that the Borrower or any of its Subsidiaries
           reports in writing (or for which any written report supplemental to
           any oral report is made) to any Governmental Authority and (b) upon
           receipt of notice thereof, of any inquiry, proceeding, investigation,
           or other action, including a notice from any agency or any
           Governmental Authority of potential environmental liability, that
           could have a Material Adverse Effect.

                     8.4.3. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower
           will, and will cause each of its Subsidiaries to, give notice to the
           Administrative Agent and each of the Lenders in writing promptly of
           becoming aware of any litigation or proceedings threatened in writing
           or any pending litigation and proceedings affecting the Borrower or
           any of its Subsidiaries or to which the Borrower or any of its
           Subsidiaries is or becomes a party involving an uninsured claim
           against the Borrower or any of its Subsidiaries that could reasonably
           be expected to have a Material Adverse Effect on the Borrower or any
           of its Subsidiaries and stating the nature and status of such
           litigation or proceedings. The Borrower will, and will cause each of
           its Subsidiaries to, give notice to the Administrative Agent and each
           of the Lenders, in writing, in form and detail reasonably
           satisfactory to the Administrative Agent, within ten (10) days of any
           judgment not covered by insurance, final or otherwise, against the
           Borrower or any of its Subsidiaries in an amount in excess of
           $5,000,000.

                     8.4.4. ERISA EVENTS. The Borrower will (a) promptly upon
           receipt or dispatch, furnish to the Administrative Agent any notice,
           report or demand sent or received in respect of a Guaranteed Pension
           Plan under Sections 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068
           of ERISA, or in respect of a Multiemployer Plan, under Sections
           4041A, 4202, 4219, 4242, or 4245 of ERISA and (b) upon the request of
           the Administrative Agent, promptly furnish to the Administrative
           Agent a copy of all actuarial statements required to be submitted
           under all Applicable Pension Legislation.

                     8.4.5. NOTICE OF CHANGE OF FISCAL YEAR END. The Borrower
           will, and will cause each of its Subsidiaries to, give notice to the
           Administrative
<PAGE>

                                       -46-

           Agent in writing thirty (30) days prior to any change of the date of
           the end of its fiscal or financial year from that set forth in
           Section 7.4.1.

           8.5. LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will do
or cause to be done all things reasonably necessary to preserve and keep in full
force and effect its legal existence, rights and franchises and that of its
Subsidiaries. It (i) will cause all of its properties and those of its
Subsidiaries used or useful in the conduct of its business or the business of
its Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment, (ii) will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, and (iii) will, and will cause each of its Subsidiaries to,
continue to engage primarily in the businesses now conducted by them and in
related businesses; PROVIDED that nothing in this Section 8.5 shall prevent the
Borrower from discontinuing the operation and maintenance of any of its
properties or any of those of its Subsidiaries if such discontinuance is, in the
judgment of the Borrower, desirable in the conduct of its or their business and
that do not in the aggregate have a Material Adverse Effect.

           8.6. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent.

           8.7. TAXES. The Borrower will, and will cause each of its
Subsidiaries to, duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and other
governmental charges imposed upon it and its Real Estate, sales and activities,
or any part thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies that if unpaid might by law become a
Lien or charge upon any of its property; PROVIDED that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if the
Borrower or such Subsidiary shall have set aside on its books adequate reserves
with respect thereto; and PROVIDED further that the Borrower and each Subsidiary
of the Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any Lien that may
have attached as security therefor.

           8.8.  INSPECTION OF PROPERTIES AND BOOKS, ETC.

                     8.8.1. GENERAL. The Borrower will keep, and will cause each
           Subsidiary to keep, proper books of record and account in which full,
           true and correct entries shall be made of all dealings and
           transactions in relation to its business and activities; and will
           permit, and will cause each Subsidiary to permit, representatives of
           the Administrative Agent and any Lender (prior to
<PAGE>

                                       -47-

           the occurrence or continuation of a Default or an Event of Default,
           at the Administrative Agent's or such Lender's expense, as
           applicable, unless otherwise agreed to by the Administrative Agent
           or such Lender, as applicable, and the Borrower, and following the
           occurrence or continuation of a Default or an Event of Default, at
           the Borrower's expense) to visit and inspect any of their
           respective properties, to examine and make abstracts from any of
           their respective books and records and to discuss their respective
           affairs, finances and accounts with their respective officers,
           employees and independent public accountants, all at such
           reasonable times, upon reasonable notice and as often as may
           reasonably be desired.

                     8.8.2. COMMUNICATIONS WITH ACCOUNTANTS. If a Default or
           Event of Default shall have occurred or be continuing, the Borrower
           authorizes the Administrative Agent and, if accompanied by the
           Administrative Agent, the Lenders to communicate directly with the
           Borrower's independent certified public accountants and authorizes
           such accountants to disclose to the Administrative Agent and the
           Lenders any and all financial statements and other supporting
           financial documents and schedules including copies of any management
           letter with respect to the business, financial condition and other
           affairs of the Borrower or any of its Subsidiaries.

           8.9. COMPLIANCE WITH LAWS. The Borrower will, and will cause each of
its Subsidiaries to, comply with (a) the applicable laws and regulations
wherever its business is conducted, including all Environmental Laws, (b) the
provisions of its Governing Documents, (c) all agreements and instruments by
which it or any of its properties may be bound and (d) all applicable decrees,
orders, and judgments.

           8.10. USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans and obtain Letters of Credit solely for the purposes set forth in Section
7.15.1.

           8.11.  SUBSIDIARIES.

                     8.11.1. ADDITIONAL SUBSIDIARIES. If, after the Closing
           Date, the Borrower or any of its Subsidiaries creates or acquires,
           either directly or indirectly, any Subsidiary, (a) it will promptly
           notify the Administrative Agent of such creation or acquisition, as
           the case may be, and provide the Administrative Agent (for itself and
           the Lenders) with an updated SCHEDULE 7.17, (b) one hundred percent
           (100%) of the capital stock or other equity interests of such
           Subsidiary shall be owned by the Borrower or one or its Subsidiaries,
           and (c) contemporaneously with the formation of such Subsidiary, the
           Borrower shall, or shall cause such Subsidiary to, take all other
           action required by this Section 8.11.

                     8.11.2. NEW GUARANTORS. The Borrower will cause each
           Significant Subsidiary (including any Subsidiary which, on or after
           the Closing Date, becomes a Significant Subsidiary) created, acquired
           (including any Significant Subsidiary acquired pursuant to Section
           9.5.1 hereof) or otherwise existing, on or after the Closing Date to
           promptly become a Guarantor and
<PAGE>

                                       -48-

           shall cause such Significant Subsidiary to execute and deliver to the
           Administrative Agent, for the benefit of the Administrative Agent and
           the Lenders, a Guaranty in the form of EXHIBIT E hereto and to comply
           with all conditions precedent set forth therein.

           8.12. TRANSACTIONS WITH SLC. Following the Closing Date, all
transactions between the Borrower or any of its Subsidiaries and SLC (other than
those transactions described in the agreements listed on SCHEDULE 7.19 hereto,
as such agreements are in effect on the Closing Date), or, to the knowledge of
the Borrower, any corporation, partnership, trust or other entity in which SLC
has a substantial interest or is an officer, director, trustee or partner,
including any contract, agreement or other arrangement, shall be on terms no
more favorable to SLC or such other Person than would have been obtainable on an
arm's-length basis in the ordinary course of business.

           8.13. FURTHER ASSURANCES. The Borrower will, and will cause each of
its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Credit Agreement and the other Loan
Documents.

                         9. CERTAIN NEGATIVE COVENANTS.

           The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligations
to issue, extend, amend or renew any Letters of Credit:

           9.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

                     (a) Indebtedness to the Lenders, the Issuing Lender and the
           Administrative Agent arising under any of the Loan Documents;

                     (b) endorsements for collection, deposit or negotiation and
           warranties of products or services, in each case incurred in the
           ordinary course of business;

                     (c) Indebtedness existing on the date hereof and listed and
           described on SCHEDULE 9.1 hereto;

                     (d) Indebtedness incurred in connection with guarantees
           and/or comfort letters issued by the Borrower in respect of
           obligations of its Subsidiaries or Specified Joint Ventures or
           Minority Owned Joint Ventures, PROVIDED that the aggregate principal
           amount of such Indebtedness of the Borrower shall not exceed the
           aggregate amount of $25,000,000 at any one time;
<PAGE>

                                       -49-

                     (e) Indebtedness in respect of derivative contracts
           described in clause (h) of the definition of the term "Indebtedness"
           consisting of foreign exchange contracts entered into in the ordinary
           course of business and for non-speculative purposes;

                     (f) Indebtedness in respect of Capitalized Leases and
           Synthetic Leases, PROVIDED that the aggregate principal amount of
           such Indebtedness of the Borrower shall not exceed the aggregate
           amount of $10,000,000 at any one time;

                     (g) Indebtedness in respect of letters of credit in the
           ordinary course of business (other than Letters of Credit);

                     (h) Indebtedness in respect of Investments permitted
           pursuant to Section 9.3(g) hereof;

                     (i) Indebtedness of the type described in clause (g) of the
           definition of "Indebtedness" in an aggregate amount not to exceed
           $10,000,000 at any time; and

                     (j) other Indebtedness of the Borrower and its
           Subsidiaries, PROVIDED that the aggregate principal amount of such
           Indebtedness of the Borrower and its Subsidiaries shall not exceed
           the aggregate amount of $15,000,000 at any one time.

           9.2.  RESTRICTIONS ON LIENS.

                               9.2.1. PERMITTED LIENS. The Borrower will
           not, and will not permit any of its Subsidiaries to, (a) create or
           incur or suffer to be created or incurred or to exist any Lien upon
           any of its property or assets of any character whether now owned or
           hereafter acquired, or upon the income or profits therefrom; (b)
           transfer any of such property or assets or the income or profits
           therefrom for the purpose of subjecting the same to the payment of
           Indebtedness or performance of any other obligation in priority to
           payment of its general creditors; (c) acquire, or agree or have an
           option to acquire, any property or assets upon conditional sale or
           other title retention or purchase money security agreement, device
           or arrangement; (d) suffer to exist for a period of more than
           thirty (30) days after the same shall have been incurred any
           Indebtedness or claim or demand against it that if unpaid might by
           law or upon bankruptcy or insolvency, or otherwise, be given any
           priority whatsoever over its general creditors; or (e) sell,
           assign, pledge or otherwise transfer any "RECEIVABLES" as defined
           in clause (g) of the definition of the term "INDEBTEDNESS," with or
           without recourse; PROVIDED that the Borrower or any of its
           Subsidiaries may create or incur or suffer to be created or
           incurred or to exist:

                     (i) Liens in favor of the Borrower on all or part of the
           assets of Subsidiaries of the Borrower securing Indebtedness owing by
           Subsidiaries of the Borrower to the Borrower;
<PAGE>

                                       -50-

                     (ii) Liens to secure taxes, assessments and other
           government charges in respect of obligations not overdue or Liens on
           properties to secure claims for labor, material or supplies in
           respect of obligations not overdue;

                     (iii) deposits or pledges made in connection with, or to
           secure payment of, workmen's compensation, unemployment insurance,
           old age pensions or other social security obligations;

                     (iv) Liens on properties in respect of judgments or awards
           that have been in force for less than the applicable period for
           taking an appeal so long as execution is not levied thereunder or in
           respect of which the Borrower or such Subsidiary shall at the time in
           good faith be prosecuting an appeal or proceedings for review and in
           respect of which a stay of execution shall have been obtained pending
           such appeal or review;

                     (v) Liens of carriers, warehousemen, mechanics and
           materialmen, and other like Liens on properties, in respect of
           obligations not overdue or which the Borrower is diligently
           contesting in good faith;

                     (vi) encumbrances on Real Estate consisting of easements,
           rights of way, zoning restrictions, restrictions on the use of real
           property and defects and irregularities in the title thereto,
           landlord's or lessor's liens and other minor Liens, PROVIDED that
           none of such Liens (A) interferes materially with the use of the
           property affected in the ordinary conduct of the business of the
           Borrower and its Subsidiaries, and (B) individually or in the
           aggregate have a Material Adverse Effect;

                     (vii) Liens existing on the date hereof and listed on
           SCHEDULE 9.2 hereto;

                     (viii) Liens to secure the performance of bids, tenders,
           contracts (other than contracts for the payment of Indebtedness),
           leases, statutory obligations, surety, customs, appeal, performance
           and payment bonds and other obligations of like nature, in each such
           case arising in the ordinary course of business;

                     (ix) Liens with respect to Indebtedness permitted under
           Sections 9.1(f) and (i) hereof;

                     (x) Liens with respect to deposit arrangements described in
           the agreements listed on SCHEDULE 7.19 hereto (as such
           agreements are in effect on the Closing Date); and

                     (xi) other Liens not otherwise permitted hereunder,
           PROVIDED that such Liens do not secure more than Indebtedness in an
           aggregate amount outstanding or committed in excess of $5,000,000,
           which Indebtedness is also permitted under Section 9.1 hereof.
<PAGE>

                                       -51-

                               9.2.2. RESTRICTIONS ON NEGATIVE PLEDGES AND
           UPSTREAM LIMITATIONS. The Borrower will not, nor will it permit any
           of its Subsidiaries to (a) enter into or permit to exist any
           arrangement or agreement (other than the Credit Agreement and the
           other Loan Documents) which directly or indirectly prohibits the
           Borrower or any of its Subsidiaries from creating, assuming or
           incurring any Lien upon its properties, revenues or assets or those
           of any of its Subsidiaries whether now owned or hereafter acquired,
           or (b) enter into any agreement, contract or arrangement (other than
           the Credit Agreement and the other Loan Documents) restricting the
           ability of any Subsidiary of the Borrower to pay or make dividends or
           distributions in cash or kind to the Borrower, to make loans,
           advances or other payments of whatsoever nature to the Borrower, or
           to make transfers or distributions of all or any part of its assets
           to the Borrower, in each case other than customary anti-assignment
           provisions contained in leases and licensing agreements entered into
           by the Borrower or such Subsidiary in the ordinary course of its
           business and other than the SLC Negative Pledge.

           9.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

                     (a) marketable direct or guaranteed obligations of the
           United States of America that mature within one (1) year from the
           date of purchase by the Borrower;

                     (b) demand deposits, certificates of deposit, bank
           acceptances and time deposits of United States banks having total
           assets in excess of $1,000,000,000;

                     (c) securities commonly known as "COMMERCIAL PAPER" issued
           by a corporation organized and existing under the laws of the United
           States of America or any state thereof that at the time of purchase
           have been rated and the ratings for which are not less than "P 1" if
           rated by Moody's, and not less than "A 1" if rated by S&P;

                     (d) repurchase obligations with a term of not more than
           seven (7) days for underlying securities of the types described in
           Sections 9.3(a) and (b);

                     (e) mutual funds which invest solely in the items described
           in Sections 9.3(a) - (d);

                     (f) Investments existing on the date hereof and listed on
           SCHEDULE 9.3 hereto;

                     (g) (i) Investments consisting of the Guaranties, (ii)
           Investments by the Borrower in any Guarantor hereunder or by any
           Guarantor in the Borrower or any other Guarantor, (iii) Investments
           in Subsidiaries which are
<PAGE>

                                       -52-

           not Guarantors PROVIDED that the aggregate of such Investments of
           the Borrower in Subsidiaries which are not Guarantors shall not
           exceed the aggregate amount of $15,000,000, and (iv) Investments in
           Specified Joint Ventures and Minority Owned Joint Ventures not to
           exceed $20,000,000;

                     (h) Investments consisting of promissory notes received as
           proceeds of asset dispositions permitted by Section 9.5.2;

                     (i) Investments consisting of loans and advances to
           employees for moving, entertainment, travel and other similar
           expenses in the ordinary course of business not to exceed $1,000,000
           in the aggregate at any time outstanding;

                     (j) Investments in Permitted Acquisitions (other than
           Specified Joint Ventures and Minority Owned Joint Ventures) permitted
           by Section 9.5.1(a) hereof; and

                     (k) other Investments of the Borrower and its Subsidiaries
           not to exceed the aggregate amount of $5,000,000.

           9.4. RESTRICTED PAYMENTS. The Borrower will not make any Restricted
Payments; PROVIDED, HOWEVER, that so long as no Default or Event of Default has
occurred and is continuing or would exist as a result thereof, the Borrower
shall be permitted to (a) make repurchases of its Capital Stock in the open
market or from employees or former employees of the Borrower or any of its
Subsidiaries pursuant to stock option plans and employee benefit plans of the
Borrower and its Subsidiaries, so long as the aggregate amount of the
consideration paid by the Borrower for all such repurchases does not exceed the
sum of $35,000,000 PLUS, on a cumulative basis, forty percent (40%) of positive
Consolidated Net Income for each fiscal quarter subsequent to December 30, 2000,
and (b) make payments required by the agreements set forth on SCHEDULE 7.19
hereto (as such agreements are in effect on the Closing Date).

           9.5.  MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                     9.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and
           will not permit any of its Subsidiaries to, become a party to any
           merger, amalgamation or consolidation, or agree to or effect any
           asset acquisition or stock acquisition (other than the acquisition of
           assets in the ordinary course of business consistent with past
           practices) except (a) the merger or consolidation of one or more of
           the Subsidiaries of the Borrower with and into the Borrower; (b) the
           merger or consolidation of two or more Subsidiaries of the Borrower;
           and (c) any asset or stock or other equity interest acquisition by
           the Borrower or any of its Subsidiaries of Persons in the same or
           similar line of business as the Borrower (a "Permitted Acquisition")
           where (1) the Borrower has notified the Administrative Agent of such
           Permitted Acquisition; (2) the business to be acquired would not
           subject the Administrative Agent or the Lenders to any additional
           regulatory or third
<PAGE>

                                       -53-

           party approvals in connection with the exercise of its rights and
           remedies under this Credit Agreement or any other Loan Document;
           (3) no contingent liabilities will be incurred or assumed in
           connection with such Permitted Acquisition which could reasonably
           be expected to have a Material Adverse Effect, and any Indebtedness
           incurred or assumed in connection with such Permitted Acquisition
           shall have been permitted to be incurred or assumed pursuant to
           Section 9.1 hereof; (4) the Borrower has provided the
           Administrative Agent with such other information as was reasonably
           requested by the Administrative Agent; (5) after the consummation
           of the Permitted Acquisition (other than a Permitted Acquisition
           which constitutes a Specified Joint Venture or a Minority Owned
           Joint Venture), to the extent such acquisition was a stock
           acquisition, the Person so acquired is merged with and into the
           Borrower or its Subsidiary, with the Borrower or such Subsidiary,
           as the case may be, being the survivor of such merger; (6) the
           aggregate amount of the purchase price for all Permitted
           Acquisitions (or series of related acquisitions), Specified Joint
           Ventures and Minority Owned Joint Ventures shall not exceed
           $25,000,000 in any fiscal year and shall not exceed $40,000,000
           over the life of this Credit Agreement, with the amount of the
           purchase price for all Specified Joint Ventures and Minority Owned
           Joint Ventures in any fiscal year or over the life of this Credit
           Agreement not to exceed $20,000,000; (7) the board of directors and
           the shareholders (if required by applicable law), or the
           equivalent, of each of the Borrower and the Person to be acquired
           has approved such merger, consolidation or acquisition and such
           Permitted Acquisition is otherwise considered "friendly"; (8) if
           the Permitted Acquisition is of a Significant Subsidiary, the
           Borrower complies with the requirements of Section 8.11 hereof with
           respect to the Significant Subsidiary so acquired; and (9) the
           Borrower has delivered to the Administrative Agent and the Lenders
           a certificate of the chief financial officer or treasurer of the
           Borrower (A) to the effect that the Borrower and its Subsidiaries,
           on a consolidated and consolidating basis, will be solvent upon the
           consummation of the Permitted Acquisition; (B) certifying and
           attaching a pro forma Compliance Certificate evidencing compliance
           with Section 10 hereof immediately prior to and immediately after
           giving effect to such Permitted Acquisition, and fairly presenting
           the financial condition of the Borrower and its Subsidiaries as of
           the date thereof and after giving effect to such Permitted
           Acquisition; and (C) to the effect that no Default or Event of
           Default then exists or would result after giving effect to the
           Permitted Acquisition.

                     9.5.2. DISPOSITION OF ASSETS. The Borrower will not, and
           will not permit any of its Subsidiaries to, become a party to or
           agree to or effect any disposition of assets, other than (a) the sale
           of inventory, the licensing of intellectual property and the
           disposition of obsolete assets, in each case in the ordinary course
           of business consistent with past practices; (b) the disposition of
           individual stores in the ordinary course of business consistent with
           past practices; and (c) dispositions with respect to Indebtedness
           permitted under Section 9.1(i) hereof.
<PAGE>

                                       -54-

           9.6. SALE AND LEASEBACK. The Borrower will not, and will not permit
any of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property that
the Borrower or any Subsidiary of the Borrower intends to use for substantially
the same purpose as the property being sold or transferred.

           9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and
will not permit any of its Subsidiaries to, in any manner that would violate any
Environmental Law or bring such Real Estate in violation of any Environmental
Law, (a) use any of the Real Estate or any portion thereof for the handling,
processing, storage or disposal of Hazardous Substances, (b) cause or permit to
be located on any of the Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances, (c) generate any Hazardous
Substances on any of the Real Estate, (d) conduct any activity at any Real
Estate or use any Real Estate in any manner so as to cause a release or
threatened release of Hazardous Substances on, upon or into the Real Estate or
(e) otherwise violate any Environmental Law or bring such Real Estate in
violation of any Environmental Law, in each case which would have a Material
Adverse Effect or a material adverse effect on the environment.

           9.8. EMPLOYEE BENEFIT PLANS. Except as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, neither
the Borrower nor any ERISA Affiliate will:

                     (a) engage in any "PROHIBITED TRANSACTION" within the
           meaning of Section 406 of ERISA or Section 4975 of the Code which
           could result in a material liability for the Borrower or any of its
           Subsidiaries; or

                     (b) permit any Guaranteed Pension Plan to incur an
           "ACCUMULATED FUNDING DEFICIENCY", as such term is defined in Section
           302 of ERISA, whether or not such deficiency is or may be waived; or

                     (c) fail to contribute to any Guaranteed Pension Plan to an
           extent which, or terminate any Guaranteed Pension Plan in a manner
           which, could result in the imposition of a lien or encumbrance on the
           assets of the Borrower or any of its Subsidiaries pursuant to Section
           302(f) or Section 4068 of ERISA; or

                     (d) amend any Guaranteed Pension Plan in circumstances
           requiring the posting of security pursuant to Section 307 of ERISA or
           Section 401(a)(29) of the Code;

                     (e) permit or take any action which would result in the
           aggregate benefit liabilities (with the meaning of Section 4001 of
           ERISA) of all Guaranteed Pension Plans exceeding the value of the
           aggregate assets of such Plans, disregarding for this purpose the
           benefit liabilities and assets of any such Plan with assets in excess
           of benefit liabilities; or
<PAGE>

                                       -55-

                     (f) permit or take any action which would contravene any
           Applicable Pension Legislation.

           9.9. BUSINESS ACTIVITIES. The Borrower will not, and will not permit
any of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any type of business other than the businesses
conducted by them on the Closing Date and in related businesses.

           9.10. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any transaction with any
Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrower, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest or
is an officer, director, trustee or partner, on terms more favorable to such
Person than would have been obtainable on an arm's-length basis in the ordinary
course of business.

                            10. FINANCIAL COVENANTS.

           The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue, extend, amend or renew any Letters of Credit:

           10.1. FIXED CHARGE RATIO. The Borrower will not, during any Reference
Period ending during any period described in the table set forth below, permit
the Fixed Charge Ratio for such Reference Period to be less than the ratio set
forth opposite such period in such table:

<TABLE>
<CAPTION>
               Period                                         Ratio
               ------                                         -----
<S>                                                           <C>
Closing Date through March 30, 2002                           1.75:1
           Thereafter                                         2.00:1
</TABLE>

           10.2. LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio
at the end of any Reference Period to be greater than 1.50 to 1 at the end of
such period.

           10.3. CONSOLIDATED TANGIBLE NET WORTH. As of the end of any fiscal
quarter of the Borrower, the Borrower will not permit Consolidated Tangible Net
Worth to be less than the sum of $90,000,000 PLUS, on a cumulative basis, 50% of
positive Consolidated Net Income for each fiscal quarter subsequent to December
30, 2000.
<PAGE>

                                       -56-

                             11. CLOSING CONDITIONS.

           The obligations of the Lenders to make the initial Revolving Credit
Loans and of the Issuing Lender to issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent on or prior to
February 27, 2001:

           11.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to each of the
Lenders. The Administrative Agent shall have received fully executed copies of
each such document in sufficient quantities to deliver one (1) fully executed
original of each such document to each Lender.

           11.2. CERTIFIED COPIES OF GOVERNING DOCUMENTS. The Administrative
Agent shall have received from the Borrower and each of the Guarantors, in
sufficient quantities to deliver one (1) to each Lender, copies, certified by a
duly authorized officer of such Person to be true and complete on the Closing
Date, of each of its Governing Documents as in effect on such date of
certification.

           11.3. CORPORATE OR OTHER ACTION. All corporate (or other) action
necessary for the valid execution, delivery and performance by the Borrower and
each of the Guarantors of this Credit Agreement and the other Loan Documents to
which it is or is to become a party shall have been duly and effectively taken,
and evidence thereof satisfactory to the Lenders shall have been provided to the
Administrative Agent in sufficient quantities to deliver one (1) copy of such
evidence to each Lender.

           11.4. INCUMBENCY CERTIFICATE. The Administrative Agent shall have
received from the Borrower and each of the Guarantors, in sufficient quantities
to deliver one (1) original of such incumbency certificate to each Lender, an
incumbency certificate, dated as of the Closing Date, signed by a duly
authorized officer of the Borrower or such Guarantor, and giving the name and
bearing a specimen signature of each individual who shall be authorized: (a) to
sign, in the name and on behalf of each of the Borrower or such Guarantor, each
of the Loan Documents to which the Borrower or such Guarantor is or is to become
a party; (b) in the case of the Borrower, to make Loan Requests and Conversion
Requests and to apply for Letters of Credit; and (c) to give notices and to take
other action on its behalf under the Loan Documents.

           11.5. CERTIFICATES OF LOCATION AND UCC SEARCH RESULTS. The
Administrative Agent shall have received from each of the Borrower and the
Guarantors a completed and fully executed certificate of location and the
results of UCC searches (and the equivalent thereof in all applicable foreign
jurisdictions), indicating no Liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Administrative Agent.

           11.6. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received a certificate of insurance from an independent insurance broker dated
on or before the Closing Date and/or such other evidence of insurance as is
satisfactory to
<PAGE>

                                       -57-

the Administrative Agent, identifying insurers, types of insurance, insurance
limits, and policy terms, and otherwise describing the insurance obtained in
accordance with the provisions of the Loan Documents.

           11.7. OPINION OF COUNSEL. The Administrative Agent shall have
received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, dated as of the Closing Date and in sufficient quantities
to deliver one (1) original of each such opinion to each Lender, in form and
substance satisfactory to the Administrative Agent, from:

                     (a) Latham & Watkins, counsel to the Borrower and the
           Guarantors; and

                     (b) Ballard Spahr Andrews & Ingersoll, LLP, Maryland
           counsel to the Borrower.

           11.8. PAYMENT OF FEES. The Borrower shall have paid to the Lenders or
the Administrative Agent, as appropriate, the Fees pursuant to Sections 4.6, 5.1
and 5.2.

           11.9. TERMINATION OF SLC REVOLVING CREDIT FACILITY; PAYOFF LETTER.
The Administrative Agent shall have received a payoff letter from SLC,
indicating the amount of the loan obligations of the Borrower to SLC to be
discharged on the Closing Date, indicating that a portion of the proceeds of the
initial Loan, in an amount equal to the aggregate loan obligations of the
Borrower to SLC, are to be paid to SLC, and an acknowledgment by SLC that upon
receipt of such funds, all loan obligations from the Borrower to SLC will have
been repaid, all commitments to lend will have been terminated and it will
forthwith execute and deliver to the Administrative Agent for filing all
termination statements and take such other actions as may be necessary to
discharge all mortgages, deeds of trust and security interests granted by the
Borrower or any of its Subsidiaries in favor of SLC. The Administrative Agent
shall have received evidence satisfactory to the Administrative Agent that all
amounts owed by SLC to the Borrower (excluding amounts owed after the Closing
Date under the Master Separation Agreement and the agreements listed on SCHEDULE
7.19 hereto as such agreements are in effect on the Closing Date), whether in
the form of intercompany Indebtedness, intercompany receivables or otherwise,
have been paid in full.

           11.10. CLOSING CERTIFICATE. The Borrower shall have delivered to the
Administrative Agent a certificate, dated as of the Closing Date, stating that,
as of such date (a) the representations and warranties set forth herein or in
any other Loan Document are true and correct, and (b) no Default or Event of
Default has occurred and is continuing.

           11.11. PRO FORMA COMPLIANCE CERTIFICATE. The Borrower shall have
delivered to the Administrative Agent and each of the Lenders a statement
certified by the chief financial officer or treasurer of the Borrower in
substantially the form of EXHIBIT C hereto (a "Compliance Certificate") and
setting forth in reasonable detail
<PAGE>

                                       -58-

computations evidencing PRO FORMA compliance as of the Interim Balance Sheet
Date with the covenants contained in Section 10.

                        12. CONDITIONS TO ALL BORROWINGS.

           The obligations of the Lenders to make any Loan and of the Issuing
Lender to issue, extend, amend or renew any Letter of Credit, in each case
whether on or after the Closing Date, shall also be subject to the satisfaction
of the following conditions precedent:

           12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or the issuance, extension,
amendment or renewal of such Letter of Credit, with the same effect as if made
at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

           12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan or
to participate in the issuance, extension, amendment or renewal of such Letter
of Credit or in the reasonable opinion of the Administrative Agent would make it
illegal for the Issuing Lender to issue, extend, amend or renew such Letter of
Credit.

           12.3. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Credit Agreement, the other Loan Documents
and all other documents incident thereto shall be satisfactory in substance and
in form to the Lenders and to the Administrative Agent and the Administrative
Agent's Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have received all information and such counterpart originals or
certified or other copies of such documents as the Administrative Agent may
reasonably request.

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

           13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("EVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "DEFAULTS") shall
occur:

                     (a) the Borrower shall fail to pay any principal of the
           Loans or any Reimbursement Obligation when the same shall become due
           and payable (including, without limitation, under and pursuant to
           Section 3.2(a) and (b)),
<PAGE>

                                       -59-

           whether at the stated date of maturity or any accelerated date of
           maturity or at any other date fixed for payment;

                     (b) the Borrower or any of its Subsidiaries shall fail to
           pay any interest on the Loans, any Fees, or other sums due hereunder
           or under any of the other Loan Documents, within three (3) Business
           Days after the same shall become due and payable, whether at the
           stated date of maturity or any accelerated date of maturity or at any
           other date fixed for payment;

                     (c) the Borrower shall fail to comply with any of its
           covenants contained in Sections 8.1, the first sentence of 8.4.1, the
           first sentence of 8.5, 9.1 - 9.6 or 10;

                     (d) the Borrower or any of its Subsidiaries shall fail to
           perform any term, covenant or agreement contained herein or in any of
           the other Loan Documents (other than those specified elsewhere in
           this Section 13.1) for thirty (30) days after written notice of such
           failure has been given to the Borrower by the Administrative Agent;

                     (e) any representation or warranty of the Borrower or any
           of its Subsidiaries (whether in this Credit Agreement or any of the
           other Loan Documents or in any other document or instrument delivered
           pursuant to or in connection with this Credit Agreement) shall prove
           to have been false in any material respect upon the date when made or
           deemed to have been made or repeated;

                     (f) the Borrower or any of its Subsidiaries shall fail to
           pay at maturity, or within any applicable period of grace, any
           obligation for borrowed money or credit received or in respect of any
           Capitalized Leases, in an aggregate principal amount in excess of
           $5,000,000, or fail to observe or perform any material term, covenant
           or agreement contained in any agreement by which it is bound,
           evidencing or securing borrowed money or credit received or in
           respect of any Capitalized Leases, in an aggregate principal amount
           in excess of $5,000,000, for such period of time as would permit
           (assuming the giving of appropriate notice if required) the holder or
           holders thereof or of any obligations issued thereunder to accelerate
           the maturity thereof, or any such holder or holders shall rescind or
           shall have a right to rescind the purchase of any such obligations;

                     (g) the Borrower or any of its Subsidiaries shall make an
           assignment for the benefit of creditors, or admit in writing its
           inability to pay or generally fail to pay its debts as they mature or
           become due, or shall petition or apply for the appointment of a
           trustee or other custodian, liquidator or receiver of the Borrower or
           any of its Subsidiaries or of any substantial part of the assets of
           the Borrower or any of its Subsidiaries or shall commence any case or
           other proceeding relating to the Borrower or any of its Subsidiaries
           under any bankruptcy, reorganization, arrangement, insolvency,
           readjustment of debt, dissolution or liquidation or similar law of
<PAGE>

                                       -60-

           any jurisdiction, now or hereafter in effect, or shall take any
           action to authorize or in furtherance of any of the foregoing, or if
           any such petition or application shall be filed or any such case or
           other proceeding shall be commenced against the Borrower or any of
           its Subsidiaries and the Borrower or any of its Subsidiaries shall
           indicate its approval thereof, consent thereto or acquiescence
           therein or such petition or application shall not have been dismissed
           within sixty (60) days following the filing thereof;

                     (h) a decree or order is entered appointing any such
           trustee, custodian, liquidator or receiver or adjudicating the
           Borrower or any of its Subsidiaries bankrupt or insolvent, or
           approving a petition in any such case or other proceeding, or a
           decree or order for relief is entered in respect of the Borrower or
           any Subsidiary of the Borrower in an involuntary case under federal
           bankruptcy laws as now or hereafter constituted;

                     (i) there shall remain in force, undischarged, unsatisfied
           and unstayed, for more than sixty days, whether or not consecutive,
           any final judgment against the Borrower or any of its Subsidiaries
           that, with other outstanding final judgments, undischarged, against
           the Borrower or any of its Subsidiaries exceeds in the aggregate
           $5,000,000;

                     (j) if any of the Loan Documents shall be cancelled,
           terminated, revoked or rescinded, in each case otherwise than in
           accordance with the terms thereof or with the express prior written
           agreement, consent or approval of the Lenders, or any action at law,
           suit or in equity or other legal proceeding to cancel, revoke or
           rescind any of the Loan Documents shall be commenced by or on behalf
           of the Borrower or any of its Subsidiaries party thereto or any of
           their respective stockholders, or any court or any other governmental
           or regulatory authority or agency of competent jurisdiction shall
           make a determination that, or issue a judgment, order, decree or
           ruling to the effect that, any one or more of the Loan Documents is
           illegal, invalid or unenforceable in accordance with the terms
           thereof;

                     (k) the Borrower or any ERISA Affiliate incurs any
           liability to the PBGC or a Guaranteed Pension Plan pursuant to Title
           IV of ERISA in an aggregate amount exceeding $5,000,000, or the
           Borrower or any ERISA Affiliate is assessed withdrawal liability
           pursuant to Title IV of ERISA by a Multiemployer Plan requiring
           aggregate annual payments exceeding $5,000,000, or any of the
           following occurs with respect to a Guaranteed Pension Plan: (i) an
           ERISA Reportable Event, or a failure to make a required installment
           or other payment (within the meaning of Section 302(f)(1) of ERISA),
           PROVIDED that the Administrative Agent determines in its reasonable
           discretion that such event (A) could be expected to result in
           liability of the Borrower or any of its Subsidiaries to the PBGC or
           such Guaranteed Pension Plan in an aggregate amount exceeding
           $5,000,000 and (B) could constitute grounds for the termination of
           such Guaranteed Pension Plan by the PBGC, for the appointment by the
           appropriate United States District Court of a trustee to administer
           such Guaranteed Pension Plan or for the imposition of
<PAGE>

                                       -61-

           a lien in favor of such Guaranteed Pension Plan; or (ii) the
           appointment by a United States District Court of a trustee to
           administer such Guaranteed Pension Plan; or (iii) the institution
           by the PBGC of proceedings to terminate such Guaranteed Pension
           Plan;

                     (l) the Borrower or any of its Subsidiaries is obligated to
           repurchase $5,000,000 or more of receivables of the type described in
           clause (g) of the definition of "Indebtedness" hereof, whether sold
           under a purchase facility or otherwise, or a termination event occurs
           in connection with any such sale or with respect to any such
           facility; or

                     (m)       a Change of Control shall occur;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit Agreement, the Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; PROVIDED that in the
event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Administrative Agent or any Lender.

           13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 13.1(g) or Section 13.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the
Lenders shall be relieved of all further obligations to make Loans to the
Borrower and the Issuing Lender shall be relieved of all further obligations to
issue, extend, amend or renew Letters of Credit. If any other Event of Default
shall have occurred and be continuing, the Administrative Agent may and, upon
the request of the Required Lenders, shall, by notice to the Borrower, terminate
the unused portion of the credit hereunder, and upon such notice being given
such unused portion of the credit hereunder shall terminate immediately and each
of the Lenders shall be relieved of all further obligations to make Loans and
the Issuing Lender shall be relieved of all further obligations to issue,
extend, amend or renew Letters of Credit. No termination of the credit hereunder
shall relieve the Borrower or any of its Subsidiaries of any of the Obligations.

           13.3. REMEDIES. In case any one or more of the Events of Default
shall have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loans pursuant to Section 13.1, each Lender, if
owed any amount with respect to the Loans or the Reimbursement Obligations, may,
with the consent of the Administrative Agent and the Required Lenders but not
otherwise, proceed to protect and enforce its rights by suit in equity, action
at law or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Credit Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Lender are
evidenced,
<PAGE>

                                       -62-

including as permitted by applicable law the obtaining of the EX PARTE
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Administrative Agent or the holder of any Note or purchaser of
any Letter of Credit Participation is intended to be exclusive of any other
remedy and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or any other provision of law.

                                 14. THE AGENT.

           14.1.  AUTHORIZATION.

                     (a) The Administrative Agent is authorized to take such
           action on behalf of each of the Lenders and to exercise all such
           powers as are hereunder and under any of the other Loan Documents and
           any related documents delegated to the Administrative Agent, together
           with such powers as are reasonably incident thereto, PROVIDED that no
           duties or responsibilities not expressly assumed herein or therein
           shall be implied to have been assumed by the Administrative Agent.

                     (b) The relationship between the Administrative Agent and
           each of the Lenders is that of an independent contractor. The use of
           the term "ADMINISTRATIVE AGENT" is for convenience only and is used
           to describe, as a form of convention, the independent contractual
           relationship between the Administrative Agent and each of the
           Lenders. Nothing contained in this Credit Agreement nor the other
           Loan Documents shall be construed to create an agency, trust or other
           fiduciary relationship between the Administrative Agent and any of
           the Lenders.

                     (c) As an independent contractor empowered by the Lenders
           to exercise certain rights and perform certain duties and
           responsibilities hereunder and under the other Loan Documents, the
           Administrative Agent is nevertheless a "REPRESENTATIVE" of the
           Lenders, as that term is defined in Article 1 of the Uniform
           Commercial Code, for purposes of actions for the benefit of the
           Lenders and the Administrative Agent with respect to all cash
           collateral for Letters of Credit described in Sections 4.2(b) and (c)
           hereof and guaranties contemplated by the Loan Documents.

           14.2. EMPLOYEES AND ADMINISTRATIVE AGENTS. The Administrative Agent
may exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents. Prior to the existence of a Default or an Event of
Default, the Administrative Agent may utilize the services of such Persons as
the Administrative Agent in consultation with the Borrower may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrower.
<PAGE>

                                       -63-

Following the occurrence and during the continuation of a Default or an Event
of Default, the Administrative Agent may utilize the services of such Persons
as the Administrative Agent in its sole discretion may reasonably determine,
and all reasonable fees and expenses of any such Persons shall be paid by the
Borrower.

           14.3. NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person, as the case may be, may be liable for losses due to
its willful misconduct or gross negligence.

           14.4.  NO REPRESENTATIONS.

                     14.4.1. GENERAL. The Administrative Agent shall not be
           responsible for the execution or validity or enforceability of this
           Credit Agreement, the Notes, the Letters of Credit, any of the other
           Loan Documents or any instrument at any time constituting, or
           intended to constitute, cash collateral for Letters of Credit
           described in Sections 4.2(b) and (c) hereof for the Notes, or for the
           value of any such cash collateral for Letters of Credit or for the
           validity, enforceability or collectability of any such amounts owing
           with respect to the Notes, or for any recitals or statements,
           warranties or representations made herein or in any of the other Loan
           Documents or in any certificate or instrument hereafter furnished to
           it by or on behalf of the Borrower or any of its Subsidiaries, or be
           bound to ascertain or inquire as to the performance or observance of
           any of the terms, conditions, covenants or agreements herein or in
           any instrument at any time constituting, or intended to constitute,
           cash collateral for Letters of Credit described in Sections 4.2(b)
           and (c) hereof for the Notes or to inspect any of the properties,
           books or records of the Borrower or any of its Subsidiaries. The
           Administrative Agent shall not be bound to ascertain whether any
           notice, consent, waiver or request delivered to it by the Borrower or
           any holder of any of the Notes shall have been duly authorized or is
           true, accurate and complete. The Administrative Agent has not made
           nor does it now make any representations or warranties, express or
           implied, nor does it assume any liability to the Lenders, with
           respect to the credit worthiness or financial conditions of the
           Borrower or any of its Subsidiaries. Each Lender acknowledges that it
           has, independently and without reliance upon the Administrative Agent
           or any other Lender, and based upon such information and documents as
           it has deemed appropriate, made its own credit analysis and decision
           to enter into this Credit Agreement.

                     14.4.2. CLOSING DOCUMENTATION, ETC. For purposes of
           determining compliance with the conditions set forth in Section 11,
           each Lender that has executed this Credit Agreement shall be deemed
           to have consented to,
<PAGE>

                                       -64-

           approved or accepted, or to be satisfied with, each document and
           matter either sent, or made available, by the Administrative Agent
           or the Arranger to such Lender for consent, approval, acceptance or
           satisfaction, or required thereunder to be to be consent to or
           approved by or acceptable or satisfactory to such Lender, unless an
           officer of the Administrative Agent or the Arranger active upon the
           Borrower's account shall have received notice from such Lender
           prior to the Closing Date specifying such Lender's objection
           thereto and such objection shall not have been withdrawn by notice
           to the Administrative Agent or the Arranger to such effect on or
           prior to the Closing Date.

           14.5.  PAYMENTS.

                     14.5.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the
           Borrower to the Administrative Agent hereunder or any of the other
           Loan Documents for the account of any Lender shall constitute a
           payment to such Lender. The Administrative Agent agrees promptly to
           distribute to each Lender such Lender's pro rata share of payments
           received by the Administrative Agent for the account of the Lenders
           except as otherwise expressly provided herein or in any of the other
           Loan Documents.

                     14.5.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the
           opinion of the Administrative Agent the distribution of any amount
           received by it in such capacity hereunder, under the Notes or under
           any of the other Loan Documents might involve it in liability, it may
           refrain from making distribution until its right to make distribution
           shall have been adjudicated by a court of competent jurisdiction. If
           a court of competent jurisdiction shall adjudge that any amount
           received and distributed by the Administrative Agent is to be repaid,
           each Person to whom any such distribution shall have been made shall
           either repay to the Administrative Agent its proportionate share of
           the amount so adjudged to be repaid or shall pay over the same in
           such manner and to such Persons as shall be determined by such court.

                     14.5.3. DELINQUENT LENDERS. Notwithstanding anything to the
           contrary contained in this Credit Agreement or any of the other Loan
           Documents, any Lender that fails (a) to make available to the
           Administrative Agent its pro rata share of any Loan or to purchase
           any Letter of Credit Participation or (b) to comply with the
           provisions of Section 16.1 with respect to making dispositions and
           arrangements with the other Lenders, where such Lender's share of any
           payment received, whether by setoff or otherwise, is in excess of its
           pro rata share of such payments due and payable to all of the
           Lenders, in each case as, when and to the full extent required by the
           provisions of this Credit Agreement, shall be deemed delinquent (a
           "Delinquent Lender") and shall be deemed a Delinquent Lender until
           such time as such delinquency is satisfied. A Delinquent Lender shall
           be deemed to have assigned any and all payments due to it from the
           Borrower, whether on account of outstanding Loans, Unpaid
           Reimbursement Obligations, interest, fees or otherwise, to the
           remaining nondelinquent Lenders for
<PAGE>

                                       -65-

           application to, and reduction of, their respective pro rata shares
           of all outstanding Loans and Unpaid Reimbursement Obligations. The
           Delinquent Lender hereby authorizes the Administrative Agent to
           distribute such payments to the nondelinquent Lenders in proportion
           to their respective pro rata shares of all outstanding Loans and
           Unpaid Reimbursement Obligations. A Delinquent Lender shall be
           deemed to have satisfied in full a delinquency when and if, as a
           result of application of the assigned payments to all outstanding
           Loans and Unpaid Reimbursement Obligations of the nondelinquent
           Lenders, the Lenders' respective pro rata shares of all outstanding
           Loans and Unpaid Reimbursement Obligations have returned to those
           in effect immediately prior to such delinquency and without giving
           effect to the nonpayment causing such delinquency.

           14.6. HOLDERS OF NOTES. The Administrative Agent may deem and treat
the payee of any Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all purposes hereof until it shall
have been furnished in writing with a different name by such payee or by a
subsequent holder, assignee or transferee.

           14.7. INDEMNITY. The Lenders ratably agree hereby to indemnify and
hold harmless the Administrative Agent and its affiliates from and against any
and all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
Section 16.2), and liabilities of every nature and character arising out of or
related to this Credit Agreement, the Notes, or any of the other Loan Documents
or the transactions contemplated or evidenced hereby or thereby, or the
Administrative Agent's actions taken hereunder or thereunder, except to the
extent that any of the same shall be directly caused by the Administrative
Agent's willful misconduct or gross negligence.

           14.8. ADMINISTRATIVE AGENT AS LENDER. In its individual capacity,
Fleet shall have the same obligations and the same rights, powers and privileges
in respect to its Commitment and the Loans made by it, and as the holder of any
of the Notes and as the purchaser of any Letter of Credit Participations, as it
would have were it not also the Administrative Agent.

           14.9. RESIGNATION. The Administrative Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Administrative
Agent shall be reasonably acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by S&P. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor
<PAGE>

                                       -66-

Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After
any retiring Administrative Agent's resignation, the provisions of this
Credit Agreement and the other Loan Documents shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Administrative Agent.

           14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Administrative Agent thereof. The
Administrative Agent hereby agrees that upon receipt of any notice under this
Section 14.10 it shall promptly notify the other Lenders of the existence of
such Default or Event of Default.

                        15. ASSIGNMENT AND PARTICIPATION.

           15.1. CONDITIONS TO ASSIGNMENT BY LENDERS. Except as provided herein,
each Lender may assign to one or more Eligible Assignees, all or a portion of
its interests, rights and obligations under this Credit Agreement (including all
or a portion of its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, the Notes held by it and its participating
interest in the risk relating to any Letters of Credit); PROVIDED that (a) each
of the Administrative Agent and, unless a Default or Event of Default shall have
occurred and be continuing, the Borrower shall have given its prior written
consent to such assignment, which consent, in the case of the Borrower, will not
be unreasonably withheld; except that the consent of the Borrower or the
Administrative Agent shall not be required in connection with any assignment by
a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such Lender,
(b) each assignment (or, in the case of assignments by a Lender to its Lender
Affiliates, the aggregate holdings of such Lender and its Lender Affiliates
after giving effect to such assignments), shall be in an amount which, if less
than all of such assigning Lender's rights and obligations under this Credit
Agreement, is a whole multiple of $5,000,000 or a lesser amount agreed to by the
Administrative Agent, the Borrower and such assigning Lender, and (c) the
parties to such assignment shall execute and deliver to the Administrative
Agent, for recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of EXHIBIT D hereto (an "ASSIGNMENT AND
ACCEPTANCE"), together with any Notes subject to such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be at
least five (5) Business Days after the execution thereof, (y) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder, and (z) the assigning Lender shall, to the extent provided in such
assignment and upon payment to the Administrative Agent of the registration fee
referred to in Section 15.3, be released from its obligations under this Credit
Agreement.
<PAGE>

                                       -67-

           15.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS.
By executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto that the representations and warranties and agreements set forth in
Section 3 of the Assignment and Acceptance are true and correct as of the date
such Assignment and Acceptance is executed.

           15.3. REGISTER. The Administrative Agent shall maintain a copy of
each Assignment and Acceptance delivered to it and a register or similar list
(the "REGISTER") for the recordation of the names and addresses of the Lenders
and the Commitment Percentage of, and principal amount of the Revolving Credit
Loans owing to and Letter of Credit Participations purchased by, the Lenders
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Credit Agreement. The Register shall be
available for inspection by the Borrower and the Lenders at any reasonable time
and from time to time upon reasonable prior notice. Upon each such recordation,
the assigning Lender agrees to pay to the Administrative Agent a registration
fee in the sum of $3,500.

           15.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Administrative Agent shall record the information contained
therein in the Register. Promptly upon the request of the assignee or the
assignor thereunder, the Borrower, at its own expense, shall execute and deliver
to the Administrative Agent, in exchange for each surrendered Note, a new Note
to the order of such assignee in an amount equal to the amount assumed by such
assignee pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained some portion of its obligations hereunder, a new Note to the order
of the assigning Lender in an amount equal to the amount retained by it
hereunder. Such new Notes shall provide that they are replacements for the
surrendered Note(s), shall be in an aggregate principal amount equal to the
aggregate principal amount of the surrendered Note(s), shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of the assigned Notes. The surrendered Note(s) shall be
cancelled and returned to the Borrower.

           15.5. PARTICIPATIONS. Each Lender may sell participations to one or
more Lenders or other entities in all or a portion of such Lender's rights and
obligations under this Credit Agreement and the other Loan Documents; PROVIDED
that (a) each such participation shall be in an amount of not less than
$2,500,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Lender hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or increase the
amount of the Commitment of such Lender as it relates to such participant,
reduce the amount of any Commitment Fee
<PAGE>

                                       -68-

or Letter of Credit Fees to which such participant is entitled or extend any
regularly scheduled payment date for principal or interest.

           15.6. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Lender is an Affiliate of the Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to Section
13.1 or Section 13.2, and the determination of the Required Lenders shall for
all purposes of this Credit Agreement and the other Loan Documents be made
without regard to such assignee Lender's interest in any of the Loans or
Reimbursement Obligations. If any Lender sells a participating interest in any
of the Loans or Reimbursement Obligations to a participant, and such participant
is the Borrower or an Affiliate of the Borrower, then such transferor Lender
shall promptly notify the Administrative Agent of the sale of such
participation. A transferor Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting
consents or waivers or for purposes of agreeing to amendments or modifications
to any of the Loan Documents or for purposes of making requests to the
Administrative Agent pursuant to Section 13.1 or Section 13.2 to the extent that
such participation is beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
the interest of such transferor Lender in the Loans or Reimbursement Obligations
to the extent of such participation.

           15.7. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Lender shall
retain its rights to be indemnified pursuant to Section 16.3 with respect to any
claims or actions arising prior to the date of such assignment. If any assignee
Lender is not incorporated under the laws of the United States of America or any
state thereof, it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Administrative Agent certification satisfactory
in form and substance to the Administrative Agent as to its exemption from
deduction or withholding of any United States federal income taxes. If any
Reference Lender transfers all of its interest, rights and obligations under
this Credit Agreement, the Administrative Agent shall, in consultation with the
Borrower and with the consent of the Borrower and the Required Lenders, appoint
another Lender to act as a Reference Lender hereunder. Anything contained in
this Section 15 to the contrary notwithstanding, any Lender may at any time
pledge or assign a security interest in all or any portion of its interest and
rights under this Credit Agreement (including all or any portion of its Notes)
to secure obligations of such Lender, including any pledge or assignment to
secure obligations to any of the twelve Federal Reserve Banks organized under
Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. Any foreclosure or
similar action by any Person in respect of such pledge or assignment shall be
subject to the other provisions of this Section 15. No such pledge or the
enforcement thereof shall release the pledgor Lender from its obligations
hereunder or under any of the other Loan Documents, provide any voting
<PAGE>

                                       -69-

rights hereunder to the pledgee thereof, or affect any rights or obligations
of the Borrower or Administrative Agent hereunder.

           15.8. ASSIGNMENT BY BORROWER. The Borrower shall not assign or
transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Lenders.

                     16. PROVISIONS OF GENERAL APPLICATION.

           16.1. SETOFF. Regardless of the adequacy of any cash collateral for
Letters of Credit described in Sections 4.2(b) and (c) hereof, following the
occurrence and during the continuation of an Event of Default, any deposits or
other sums credited by or due from any of the Lenders to the Borrower in the
possession of such Lender may be applied to or set off against the payment of
Obligations of the Borrower to such Lender. Each of the Lenders agree with each
other Lender that (a) if an amount to be set off is to be applied to
Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced
by the Notes held by such Lender or constituting Reimbursement Obligations owed
to such Lender, such amount shall be applied ratably to such other Indebtedness
and to the Indebtedness evidenced by all such Notes held by such Lender or
constituting Reimbursement Obligations owed to such Lender, and (b) if such
Lender shall receive from the Borrower, whether by voluntary payment, exercise
of the right of setoff, counterclaim, cross action, enforcement of the claim
evidenced by the Notes held by, or constituting Reimbursement Obligations owed
to, such Lender by proceedings against the Borrower at law or in equity or by
proof thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the payment of
the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any
amount in excess of its ratable portion of the payments received by all of the
Lenders with respect to the Notes held by, and Reimbursement Obligations owed
to, all of the Lenders, such Lender will make such disposition and arrangements
with the other Lenders with respect to such excess, either by way of
distribution, PRO TANTO assignment of claims, subrogation or otherwise as shall
result in each Lender receiving in respect of the Notes held by it or
Reimbursement Obligations owed it, its proportionate payment as contemplated by
this Credit Agreement; PROVIDED that if all or any part of such excess payment
is thereafter recovered from such Lender, such disposition and arrangements
shall be rescinded and the amount restored to the extent of such recovery, but
without interest.

           16.2. EXPENSES. The Borrower agrees to pay (a) any taxes (including
any interest and penalties in respect thereto) payable by the Administrative
Agent, any Issuing Lender, the Swing Line Lender or any of the Lenders (other
than taxes based upon or measured by the income or profits of the Administrative
Agent, any Issuing Lender, the Swing Line Lender or any Lender) on or with
respect to the transactions contemplated by this Credit Agreement (the Borrower
hereby agreeing to indemnify the Administrative Agent, each Issuing Lender, the
Swing Line Lender and each Lender with respect thereto), (b) the reasonable
fees, expenses and disbursements of the Administrative Agent's Special Counsel
or any local counsel to the Administrative Agent incurred in connection with the
preparation, syndication
<PAGE>

                                       -70-

or administration of the Loan Documents and other instruments mentioned
herein, each closing hereunder, any amendments, modifications, approvals,
consents or waivers hereto or hereunder, or the cancellation of any Loan
Document upon payment in full in cash of all of the Obligations or pursuant
to any terms of such Loan Document for providing for such cancellation, (c)
the reasonable fees, expenses and disbursements of the Administrative Agent
or any of its Affiliates incurred by the Administrative Agent or such
Affiliate in connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned herein
and subject to the limitations contained in the Fee Letter, (d) all
reasonable out-of-pocket expenses (including without limitation reasonable
attorneys' fees and costs, which attorneys may be employees of any Lender,
any Issuing Lender, the Swing Line Lender or the Administrative Agent, and
reasonable consulting, accounting, appraisal, investment bankruptcy and
similar professional fees and charges) incurred by any Lender, any Issuing
Lender, the Swing Line Lender or the Administrative Agent in connection with
(i) the enforcement of or preservation of rights under any of the Loan
Documents against the Borrower or any of its Subsidiaries or the
administration thereof after the occurrence of a Default or Event of Default
and (ii) any litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to any Lender's, any Issuing Lender's, the
Swing Line Lender's or the Administrative Agent's relationship with the
Borrower or any of its Subsidiaries, except, in each case, to the extent
resulting solely from the bad faith, willful misconduct or gross negligence
of such party. The covenants contained in this Section 16.2 shall survive
payment or satisfaction in full of all Obligations.

           16.3. INDEMNIFICATION. The Borrower agrees to indemnify and hold
harmless the Administrative Agent, the Arranger, their affiliates, the Issuing
Lender(s), the Swing Line Lender and the Lenders from and against any and all
claims, actions and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages and expenses of every nature and
character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Loans or Letters of Credit, (b) the Borrower or any of
its Subsidiaries entering into or performing this Credit Agreement or any of the
other Loan Documents or (c) with respect to the Borrower and its Subsidiaries
and their respective properties and assets, the violation of any Environmental
Law or laws related to Hazardous Substances or any action, suit, proceeding or
investigation in relation thereto, in each case including, without limitation,
the reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding, except to the extent
resulting from the bad faith, willful misconduct or gross negligence of such
indemnified party. In litigation, or the preparation therefor, the Lenders, the
Issuing Lender(s), the Swing Line Lender and the Administrative Agent and its
affiliates shall be entitled to select their own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and
expenses of such counsel. If, and to the extent that the obligations of the
Borrower under this Section 16.3 are unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment in
<PAGE>

                                       -71-

satisfaction of such obligations which is permissible under applicable law.
The covenants contained in this Section 16.3 shall survive payment or
satisfaction in full of all other Obligations.

           16.4.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

                     16.4.1. CONFIDENTIALITY. Each of the Lenders, the Issuing
           Lender(s), the Swing Line Lender and the Administrative Agent agrees,
           on behalf of itself and each of its affiliates, directors, officers,
           employees and representatives, to use reasonable precautions to keep
           confidential, in accordance with their customary procedures for
           handling confidential information of the same nature and in
           accordance with safe and sound banking practices, any non-public
           information supplied to it by the Borrower or any of its Subsidiaries
           pursuant to this Credit Agreement that is identified by such Person
           as being confidential at the time the same is delivered to the
           Lenders, the Issuing Lender(s), the Swing Line Lender or the
           Administrative Agent, PROVIDED that nothing herein shall limit the
           disclosure of any such information (a) after such information shall
           have become public other than through a violation of this Section 16,
           (b) to the extent required by statute, rule, regulation or judicial
           process, (c) to counsel for any of the Lenders, any Issuing Lender,
           the Swing Line Lender or the Administrative Agent, (d) to bank
           examiners or any other regulatory authority having jurisdiction over
           any Lender, any Issuing Lender, the Swing Line Lender or the
           Administrative Agent, or to auditors or accountants, (e) to the
           Administrative Agent, any Issuing Lender, the Swing Line Lender, any
           Lender or any Financial Affiliate, (f) in connection with any
           litigation to which any one or more of the Lenders, any Issuing
           Lender, the Swing Line Lender, the Administrative Agent or any
           Financial Affiliate is a party, or in connection with the enforcement
           of rights or remedies hereunder or under any other Loan Document, (g)
           to a Lender Affiliate or a Subsidiary of the Administrative Agent, or
           (h) with the consent of the Borrower.

                     16.4.2. PRIOR NOTIFICATION. Unless specifically prohibited
           by applicable law or court order, each of the Lenders, the Issuing
           Lender(s), the Swing Line Lender, the Financial Affiliate(s) and the
           Administrative Agent shall notify the Borrower of any request for
           disclosure of any such non-public information by any governmental
           agency or representative thereof (other than any such request in
           connection with an examination of the financial condition of such
           Lender by such governmental agency) or pursuant to legal process;
           PROVIDED, however, that in the event such disclosure is required
           pursuant to such order of a court or the order, request or demand of
           any administrative or regulatory agency or authority, such Lender,
           such Issuing Lender, the Swing Line Lender, such Financial Affiliate
           and the Administrative Agent will provide the Borrower with notice
           prior to its disclosure of the same in order to allow (to the extent
           practicable) sufficient time for the Borrower to respond to or defend
           such order, request or demand.
<PAGE>

                                       -72-

                     16.4.3. OTHER. In no event shall any Lender, any Issuing
           Lender, the Swing Line Lender or the Administrative Agent be
           obligated or required to return any materials furnished to it or any
           Financial Affiliate by the Borrower or any of its Subsidiaries. The
           obligations of each Lender under this Section 16 shall supersede and
           replace the obligations of such Lender under any confidentiality
           letter in respect of this financing signed and delivered by such
           Lender to the Borrower prior to the date hereof and shall be binding
           upon any assignee of, or purchaser of any participation in, any
           interest in any of the Loans or Reimbursement Obligations from any
           Lender.

           16.5. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have
been relied upon by the Lenders, the Issuing Lender(s), the Swing Line Lender
and the Administrative Agent, notwithstanding any investigation heretofore or
hereafter made by any of them, and shall survive the making by the Lenders of
any of the Loans and the issuance, extension, amendment or renewal of any
Letters of Credit, as herein contemplated, and shall continue in full force and
effect so long as any Letter of Credit or any amount due under this Credit
Agreement or the Notes or any of the other Loan Documents remains outstanding or
any Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue, extend, amend or renew any Letter of Credit, and for such
further time as may be otherwise expressly specified in this Credit Agreement.

           16.6. NOTICES. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, mailed by
United States registered or certified first class mail, postage prepaid, sent by
overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

                     (a) if to the Borrower, at 516 West 34th Street, New York,
           New York 10001, Attention: Nancy Walsh, Treasurer, with a copy to the
           General Counsel of the Borrower, or at such other address for notice
           as the Borrower shall last have furnished in writing to the Person
           giving the notice;

                     (b) if to the Administrative Agent, at 100 Federal Street,
           Boston, Massachusetts 02110, USA, Attention: Susan L. Pardus-Galland,
           Director, or such other address for notice as the Administrative
           Agent shall last have furnished in writing to the Person giving the
           notice; and

                     (c) if to any Lender, at such Lender's address set forth on
           SCHEDULE 1 hereto, or such other address for notice as such Lender
           shall have last furnished in writing to the Person giving the notice.
<PAGE>

                                       -73-

           Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof. Any notice or other
communication to be made hereunder or under the Notes or any Letter of Credit
Applications, even if otherwise required to be in writing under other provisions
of this Credit Agreement, the Notes or any Letter of Credit Applications, may
alternatively be made in an electronic record transmitted electronically under
such authentication and other procedures as the parties hereto may from time to
time agree in writing (but not an electronic record), and such electronic
transmission shall be effective at the time set forth in such procedures. Unless
otherwise expressly provided in such procedures, such an electronic record shall
be equivalent to a writing under the other provisions of this Credit Agreement,
the Notes or any Letter of Credit Applications, and such authentication, if made
in compliance with the procedures so agreed by the parties hereto in writing
(but not an electronic record), shall be equivalent to a signature under the
other provisions of this Credit Agreement, the Notes or any Letter of Credit
Applications.

           16.7. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 16.6.
THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

           16.8. HEADINGS. The captions in this Credit Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

           16.9. COUNTERPARTS. This Credit Agreement and any amendment hereof
may be executed in several counterparts and by each party on a separate
counterpart, each of which when executed and delivered shall be an original, and
all of which together shall constitute one instrument. In proving this Credit
Agreement it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought. Delivery by
facsimile by any of the parties hereto of an executed counterpart hereof or of
any amendment or
<PAGE>

                                       -74-

waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a
representation that an original executed counterpart hereof or such amendment
or waiver, as the case may be, will be delivered.

           16.10. ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Credit Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in Section 16.12.

           16.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT, THE ISSUING LENDER, THE SWING LINE LENDER AND THE LENDERS HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER, THE SWING LINE LENDER OR ANY
LENDER RELATING TO THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN
DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Except
as prohibited by law, the Borrower hereby waives any right it may have to claim
or recover in any litigation referred to in the preceding sentence any special,
exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages. The Borrower acknowledges and agrees that the
Administrative Agent, the Issuing Lender(s), the Swing Line Lender and the
Lenders have been induced to enter into this Credit Agreement and the other Loan
Documents to which it is a party by, among other things, the waivers and
certifications contained herein and that no representative, agent or attorney of
any such party has represented to the Borrower that such party would not, in the
event of litigation, seek to enforce the foregoing waivers.

           16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval
required or permitted by this Credit Agreement to be given by the Lenders may be
given, and any term of this Credit Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrower and the
written consent of the Required
<PAGE>

                                       -75-

Lenders. Notwithstanding the foregoing, no amendment, modification or waiver
shall:

                     (a) without the written consent of the Borrower and each
           Lender directly affected thereby:

                               (i) reduce or forgive the principal amount of any
                     Loans or Reimbursement Obligations, or reduce the rate of
                     interest on the Notes or the amount of the Commitment Fee
                     or Letter of Credit Fees, including, for purposes of
                     calculation of the Applicable Margin, as a result of a
                     change in the definition of Fixed Charge Ratio or any of
                     the components thereof or the method of calculation thereto
                     (it being understood that any change to the definition of
                     Fixed Charge Ratio or any of the components thereof or the
                     method of calculation thereto for purposes of calculating
                     the covenants in Section 10 hereof shall only require the
                     written consent of the Borrower and the Required Lenders),
                     but excluding interest accruing pursuant to Section 5.11.2
                     following the effective date of any waiver by the Required
                     Lenders of the Default or Event of Default relating
                     thereto;

                               (ii)  increase the amount of such Lender's
                     Commitment or extend the expiration date of such Lender's
                     Commitment; and

                               (iii) postpone or extend the Revolving Credit
                     Loan Maturity Date or any other regularly scheduled dates
                     for payments of principal of, or interest on, the Loans or
                     Reimbursement Obligations or any Fees or other amounts
                     payable to such Lender (it being understood that (A) a
                     waiver of the application of the default rate of interest
                     pursuant to Section 5.11.2, (B) any vote to rescind any
                     acceleration made pursuant to Section 13.1 of amounts owing
                     with respect to the Loans and other Obligations and (C) any
                     modifications of the provisions relating to amounts, timing
                     or application of prepayments of Loans and other
                     Obligations shall require only the approval of the Required
                     Lenders);

                     (b) without the written consent of all of the Lenders,
           amend or waive this Section 16.12 or the definition of Required
           Lenders;

                     (c) without the written consent of the Administrative
           Agent, amend or waive Section 14, the amount or time of payment of
           the Administrative Agent's Fee payable for the Administrative Agent's
           account or any other provision applicable to the Administrative
           Agent; and

                     (d) without the written consent of the Swing Line Lender,
           amend or waive Section 2.6.2, the amount or time of payment of the
           Swing Line Loans or any other provision applicable to the Swing Line
           Lender; and
<PAGE>

                                       -76-

                     (e) without the written consent of the Issuing Lender,
           amend or waive any Letter of Credit Fees payable for the Issuing
           Lender's account or any other provision applicable to the Issuing
           Lender.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent, any Issuing Lender, the Swing Line
Lender or any Lender in exercising any right shall operate as a waiver thereof
or otherwise be prejudicial thereto. No notice to or demand upon the Borrower
shall entitle the Borrower to other or further notice or demand in similar or
other circumstances.

           16.13. SEVERABILITY. The provisions of this Credit Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

<PAGE>

                                       -77-

           IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                    COACH, INC.



                    By: ________________________________________________________
                            Name:
                            Title:

                    FLEET NATIONAL BANK, individually and as Administrative
                    Agent



                    By: ________________________________________________________
                            Name:  Susan L. Pardus-Galland
                            Title:  Director

                    THE CHASE MANHATTAN BANK



                    By: ________________________________________________________
                            Name:
                            Title:

                    NATIONAL CITY BANK



                    By: ________________________________________________________
                            Name:
                            Title:


                    HSBC BANK USA



                    By: ________________________________________________________
                            Name:
                            Title:
<PAGE>

                                       -78-


                    THE BANK OF NEW YORK



                    By: ________________________________________________________
                            Name:
                            Title:

                    FIRSTAR BANK, N.A.



                    By: ________________________________________________________
                            Name:
                            Title:

                    THE NORTHERN TRUST COMPANY



                    By: ________________________________________________________
                            Name:
                            Title:

<PAGE>

                                                                       EXHIBIT A

                          FORM OF REVOLVING CREDIT NOTE

$[_____]                                                _______________, __ ____


         FOR VALUE RECEIVED, the undersigned COACH, INC., a Maryland
corporation (the "Borrower"), hereby promises to pay to the order of
[INSERT LENDER], a [INSERT ENTITY] (the "Lender"), at the Administrative
Agent's Office (as defined in the Credit Agreement referred to below):

                  (a) prior to or on the Revolving Credit Loan Maturity Date the
         principal amount of [INSERT AMOUNT] DOLLARS ($______) or, if less, the
         aggregate unpaid principal amount of Revolving Credit Loans advanced by
         the Lender to the Borrower pursuant to the Revolving Credit Agreement
         dated as of February 27, 2001 (as amended and in effect from time to
         time, the "Credit Agreement"), by and among the Borrower, Fleet
         National Bank, a national banking association ("Fleet"), the other
         lending institutions listed on Schedule 1 thereto and Fleet, as
         administrative agent (the "Administrative Agent") for itself and such
         other lending institutions, and in the principal amounts outstanding
         hereunder from time to time at the times provided in the Credit
         Agreement; and

                  (b) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Credit Agreement. The Lender and
any holder hereof is entitled to the benefits of the Credit Agreement and the
other Loan Documents, and may enforce the agreements of the Borrower
contained therein, and any holder hereof may exercise the respective remedies
provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in
this Note and not otherwise defined herein shall have the same meanings
herein as in the Credit Agreement.

         The Borrower irrevocably authorizes the Lender to make or cause to
be made, at or about the time of the Drawdown Date of any Revolving Credit
Loan or at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation
of such grid, or any other similar record, including computer records,
reflecting the making of such Revolving Credit Loan or (as the case may be)
the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records,
maintained by the Lender with respect to any Revolving Credit Loans shall be
PRIMA FACIE evidence (absent manifest error) of the principal amount thereof
owing and unpaid to the Lender, but the failure to record, or any error in so
recording, any such amount on any such grid, continuation or other record
shall not limit or otherwise affect the obligation of the Borrower hereunder
or under the Credit Agreement to make payments of principal of and interest
on this Note when due.


<PAGE>

         The Borrower has the right in certain circumstances and the
obligation under certain other circumstances to prepay the whole or part of
the principal of this Note on the terms and conditions specified in the
Credit Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

         No delay or omission on the part of the Lender or any holder hereof
in exercising any right hereunder shall operate as a waiver of such right or
of any other rights of the Lender or such holder, nor shall any delay,
omission or waiver on any one occasion be deemed a bar or waiver of the same
or any other right on any further occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any
extension or postponement of the time of payment or any other indulgence, to
any substitution, exchange or release of cash collateral for Letters of
Credit described in Sections 4.2(b) and (c) of the Credit Agreement and to
the addition or release of any other party or person primarily or secondarily
liable.

         THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR
ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 16.6 OF
THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument
under the laws of the Commonwealth of Massachusetts.

         IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit
Note to be signed in its corporate name and its corporate seal to be
impressed thereon by its duly authorized officer as of the day and year first
above written.

                                   COACH, INC.


                                   By: ___________________________________
                                        Name:
                                        Title:


<PAGE>

<TABLE>
<CAPTION>

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

                                  Amount of      Balance of
                  Amount       Principal Paid     Principal          Notation
  Date           of Loan         or Prepaid        Unpaid            Made By:

--------------------------------------------------------------------------------
<S>              <C>          <C>                <C>               <C>

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

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</TABLE>


<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                                  LOAN REQUEST

                                   COACH, INC.
                              516 WEST 34TH STREET
                               NEW YORK, NY 10001

                         Dated: as of _______ ___, _____



Fleet National Bank, as Administrative Agent
100 Federal Street
Boston, MA  02110

Attention:  Susan L. Pardus-Galland, Director

         RE:      REVOLVING CREDIT LOAN REQUEST UNDER
                  REVOLVING CREDIT AGREEMENT, DATED AS OF FEBRUARY 27, 2001

Ladies and Gentlemen:

         Reference is hereby made to that certain Revolving Credit Agreement,
dated as of February 27, 2001 (as amended and in effect from time to time,
the "Credit Agreement"), by and among COACH, INC. (the "Borrower"), FLEET
NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 thereto
(collectively, the "Lenders"), and FLEET NATIONAL BANK as administrative
agent, for the Lenders (in such capacity, the "Administrative Agent").
Capitalized terms which are used herein and not otherwise defined shall have
the same meanings assigned to such terms in the Credit Agreement.

         Pursuant to Section 2.6.1 of the Credit Agreement, we hereby request
a Revolving Credit Loan as follows:

<TABLE>

         <S>                                                   <C>
         Principal Amount                                      $_______________
         Proposed Drawdown Date                                ________________
         Loan Type                                             ________________
         Interest Period (if a Eurodollar Rate Loan)           ________________

</TABLE>

We understand that this request is irrevocable and binding on us and
obligates us to accept the requested Revolving Credit Loan on such date.

         We hereby certify (a) that we will use the proceeds of the requested
Revolving Credit Loan in accordance with the provisions of the Credit
Agreement, (b) that each of


<PAGE>

                                      -2-

the representations and warranties contained in the Credit Agreement or any
of the other Loan Documents delivered pursuant to or in connection with the
Credit Agreement was true as of the date as of which they were made and each
of the representations and warranties contained in the Credit Agreement are
true at and as of the date hereof, with the same effect as if made at and as
of the date hereof except, in each case, (i) to the extent of changes
resulting from transactions contemplated or permitted by the Credit Agreement
and the other Loan Documents, (ii) to the extent of changes that singly or in
the aggregate have not or are not reasonably expected to have a Material
Adverse Effect, and (iii) to the extent that such representations and
warranties relate expressly to an earlier date, and (c) that no Default or
Event of Default has occurred and is continuing.

                                      Very truly yours,

                                      COACH, INC.

                                      By:_________________________________
                                      Name:
                                      Title:


<PAGE>

                                                                       EXHIBIT C

                                     FORM OF
                             COMPLIANCE CERTIFICATE

                                  _______, 200_

Fleet National Bank, as Administrative Agent
100 Federal Street
Boston, MA  02110
Attention:  Susan L. Pardus-Galland, Director

Ladies and Gentlemen:

        Reference is hereby made to that certain Revolving Credit Agreement,
dated as of February 27, 2001 (as amended and in effect from time to time,
the "Credit Agreement"), by and among COACH, INC. (the "Borrower"), FLEET
NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 thereto
(collectively, the "Lenders"), and FLEET NATIONAL BANK as administrative
agent, for the Lenders (in such capacity, the "Administrative Agent").
Capitalized terms which are used herein and not otherwise defined shall have
the same meanings assigned to such terms in the Credit Agreement.

        Pursuant to Section 8.4(c) of the Credit Agreement, the undersigned
[Chief Financial Officer/Treasurer] of the Borrower hereby certifies to you
as follows: (a) the information furnished in the calculations attached hereto
was true and correct as of the last day of the fiscal quarter ended
______________, 200__; (b) as of the date of this certificate, there exists
no Default or Event of Default or condition which would, with either or both
the giving of notice or the lapse of time, result in a Default or an Event of
Default; and (c) the financial statements delivered herewith were prepared in
accordance with generally accepted accounting principles.

        IN WITNESS WHEREOF, the undersigned officer has duly executed this
Compliance Certificate as of the date first written above.

                                      COACH, INC.


                                      By:_________________________________
                                      Name:
                                      Title:


<PAGE>

                             COMPLIANCE CERTIFICATE

                                   COACH, INC.

                          As of_______________________

<TABLE>
<S><C>

1.       SECTION 10.1 - FIXED CHARGE RATIO

         (a)      Consolidated EBITDAR for the Reference Period ending as of
                  such date equals:

                  (i)      Consolidated EBIT equal to:

                           (A)      Consolidated Net Income                             $__________
                           (B)      PLUS consolidated income taxes                      $__________
                           (C)      PLUS Consolidated Total Interest Expense            $__________
                           (D)      Consolidated EBIT (sum of (A), (B) and (C))         $__________

                  (ii)     Consolidated EBITDA equal to:

                           (A)      Consolidated EBIT (from line 1(a)(i)(D))            $__________
                           (B)      PLUS consolidated depreciation                      $__________
                           (C)      PLUS consolidated amortization                      $__________
                           (D)      Consolidated EBITDA (sum of (A), (B) and (C))       $__________

                  (iii)    Consolidated EBITDAR equal to:

                           (A)      Consolidated EBITDA (from line 1(a)(ii)(D))         $__________
                           (B)      PLUS Rental Expense                                 $__________
                           (C)      Consolidated EBITDAR (sum of (A) and (B))           $__________

         (b)      Capital Expenditures                                                  $__________

         (c)      Consolidated EBITDAR MINUS Capital Expenditures equals
                  ((a)(iii)(C) MINUS (b))                                               $__________

         (d)      Consolidated Total Interest Expense PLUS Rental Expense (sum
                  of line 1(a)(i)(C) and line 1(a)(iii)(B))                             $___________

         (e)      ratio of line 1(c) to line 1(d) equals                                 _____:_____

         (f)      ratio set forth on line (e) not to be less than the ratio set forth
                  opposite the applicable period in the table below:

</TABLE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                PERIOD                                  RATIO
--------------------------------------------------------------------------------
          <S>                                           <C>
          Closing Date through                          1.75:1
             March 30, 2002
--------------------------------------------------------------------------------
               Thereafter                               2.00:1
--------------------------------------------------------------------------------

</TABLE>

                     COMPLIANCE                 ______ YES/NO

<PAGE>

 2.      SECTION 10.2 - LEVERAGE RATIO

         (a)      Consolidated Total Funded Debt as of the date
                  first written above                              $___________

         (b)      Consolidated EBITDA (from line 1(a)(ii)(D))      $___________

         (c)      Ratio of (a) to (b) not to be greater than 1.50: 1.00.

                           COMPLIANCE                         ______ YES/NO



3.        SECTION 10.3 - CONSOLIDATED TANGIBLE NET WORTH

         (a)      sum of all amounts included under shareholders'
                  equity on the consolidated balance sheet of
                  Borrower and its Subsidiaries                    $___________

         (b)      total book value of all intangible assets PLUS
                  any write-ups in book value of assets of the
                  Borrower or its Subsidiaries resulting from any
                  revaluations subsequent to December 30, 2000     $___________

         (c)      Consolidated Tangible Net Worth equals 3(a)
                  MINUS 3(b)                                       $___________


         (d)      cumulative amount of positive quarterly
                  Consolidated Net Income of the Borrower and its
                  Subsidiaries for each fiscal quarter subsequent
                  to December 30, 2000                             $___________

                                       MULTIPLIED BY  50% equals   $___________

                                       PLUS $90,000,000 equals     $___________

         (e)      line 3(c) MINUS line 3(d) (must be greater
                  than zero):                                      $___________


                     COMPLIANCE                 ______ YES/NO


<PAGE>

                                                                       EXHIBIT D


                            ASSIGNMENT AND ACCEPTANCE

                          Dated as of _______ __, _____

         Reference is made to the Revolving Credit Agreement, dated as of
February 27, 2001 (as from time to time amended and in effect, the "Credit
Agreement"), by and among COACH, INC., a Maryland corporation (the
"Borrower"), FLEET NATIONAL BANK, a national banking association ("Fleet"),
the other lending institutions which become parties thereunder (each a
"Lender," and collectively, the "Lenders"), and Fleet, as administrative
agent (in such capacity, the "Administrative Agent") for itself and the
Lenders. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Credit Agreement.

         [____________________________________________](the "Assignor") and
[______________________________________](the "Assignee") hereby agree as
follows:

         1. ASSIGNMENT. Subject to the terms and conditions of this
Assignment and Acceptance, the Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes without recourse to
the Assignor, a $______ interest in and to the rights, benefits, indemnities
and obligations of the Assignor under the Credit Agreement equal to ____% in
respect of the Total Commitment immediately prior to the Effective Date (as
hereinafter defined).

         2. ASSIGNOR'S REPRESENTATIONS. The Assignor (i) represents and
warrants that (A) it is legally authorized to enter into this Assignment and
Acceptance, (B) as of the date hereof, its Commitment is $_______________,
its Commitment Percentage is ________________%, the aggregate outstanding
principal balance of its Revolving Credit Loans equals $________________, the
aggregate amount of its Letter of Credit Participations equals
$_______________ (in each case after giving effect to the assignment
contemplated hereby but without giving effect to any contemplated assignments
which have not yet become effective), and (C) immediately after giving effect
to all assignments which have not yet become effective, the Assignor's
Commitment Percentage will be sufficient to give effect to this Assignment
and Acceptance, (ii) makes no representation or warranty, express or implied,
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any of
the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the


<PAGE>

                                      -2-

Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder free and
clear of any claim or encumbrance; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Borrower or any of its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower or any of its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of its obligations under the Credit Agreement or any of
the other Loan Documents or any other instrument or document delivered or
executed pursuant thereto.

         3. ASSIGNEE'S REPRESENTATIONS. The Assignee (i) represents and
warrants that (A) it is duly and legally authorized to enter into this
Assignment and Acceptance, (B) the execution, delivery and performance of
this Assignment and Acceptance do not conflict with any provision of law or
of the charter or by-laws of the Assignee, or of any agreement binding on the
Assignee, (C) all acts, conditions and things required to be done and
performed and to have occurred prior to the execution, delivery and
performance of this Assignment and Acceptance, and to render the same the
legal, valid and binding obligation of the Assignee, enforceable against it
in accordance with its terms, have been done and performed and have occurred
in due and strict compliance with all applicable laws; (ii) confirms that it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Sections 7.4 and 8.4
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment
and Acceptance; (iii) agrees that it will, independently and without reliance
upon the Assignor, the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iv) represents and warrants that it is an
Eligible Assignee; (v) appoints and authorizes the Administrative Agent to
take such action as administrative agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (vi) agrees that it will
perform in accordance with their terms all the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender; (vii)
acknowledges that it has made arrangements with the Assignor satisfactory to
the Assignee with respect to its PRO RATA share of Letter of Credit Fees in
respect of outstanding Letters of Credit; and (viii) acknowledges that it has


<PAGE>

                                      -3-

complied with the provisions of the second sentence of Section 15 of the
Credit Agreement to the extent applicable.

         4. EFFECTIVE DATE. The effective date for this Assignment and
Acceptance shall be ________ __, _____ (the "Effective Date"). Following the
execution of this Assignment and Acceptance, each party hereto shall deliver
its duly executed counterpart hereof to the Administrative Agent for
acceptance by the Administrative Agent and recording in the Register by the
Administrative Agent. SCHEDULE 1 to the Credit Agreement shall thereupon be
replaced as of the Effective Date by the SCHEDULE 1 annexed hereto.

         5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and
recording, from and after the Effective Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder, and
(ii) the Assignor shall, with respect to that portion of its interest under
the Credit Agreement assigned hereunder, relinquish its rights and be
released from its obligations under the Credit Agreement; PROVIDED, HOWEVER,
that the Assignor shall retain its rights to be indemnified pursuant to
Section 16.3 of the Credit Agreement with respect to any claims or actions
arising prior to the Effective Date.

         6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance
by the Administrative Agent and such recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
rights and interests assigned hereby (including payments of principal,
interest, fees and other amounts) to the Assignee. The Assignor and the
Assignee shall make any appropriate adjustments in payments for periods prior
to the Effective Date by the Administrative Agent or with respect to the
making of this assignment directly between themselves.

         7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).

         8. COUNTERPARTS. This Assignment and Acceptance may be executed in
any number of counterparts which shall together constitute but one and the
same agreement.

            [The remainder of this page is intentionally left blank.]


<PAGE>

                                      -4-

         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                      [ASSIGNOR]


                                      By:_________________________________
                                          Name:
                                          Title:



                                      [ASSIGNEE]


                                      By:_________________________________
                                           Name:
                                           Title:


<PAGE>

                                      -5-

CONSENTED TO:


FLEET NATIONAL BANK,
as Administrative Agent



By:____________________________
    Name:
    Title:



COACH, INC.



By:____________________________
    Name:
    Title:


<PAGE>

                                                                       EXHIBIT E


                                FORM OF GUARANTY

         GUARANTY, dated as of __________________ __, _____, by
[_______________], a[AN] [_________________](the "Guarantor") in favor of (i)
FLEET NATIONAL BANK, a national banking association, as administrative agent
(hereinafter, in such capacity, the "Administrative Agent") for itself and
the other lending institutions (hereinafter, collectively, and including,
without limitation, the Swing Line Lender and any Issuing Lender, the
"Lenders") which are or may become parties to a Revolving Credit Agreement
dated as of February 27, 2001 (as amended and in effect from time to time,
the "Credit Agreement"), among COACH, INC., a Maryland corporation (the
"Borrower"), the Lenders and the Administrative Agent and (ii) each of the
Lenders.

         WHEREAS, the Borrower and the Guarantor are members of a group of
related corporations, the success of any one of which is dependent in part on
the success of the other member[s] of such group;

         WHEREAS, the Guarantor expects to receive substantial direct and
indirect benefits from the extensions of credit to the Borrower by the
Lenders pursuant to the Credit Agreement (which benefits are hereby
acknowledged);

         WHEREAS, it is a condition precedent to the Lenders' making any
loans or otherwise extending credit to the Borrower under the Credit
Agreement that the Guarantor execute and deliver to the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, a guaranty
substantially in the form hereof; and

         WHEREAS, the Guarantor wishes to guaranty the Borrower's obligations
to the Lenders and the Administrative Agent under or in respect of the Credit
Agreement as provided herein;

         NOW, THEREFORE, the Guarantor hereby agrees with the Lenders and the
Administrative Agent as follows:

         1. DEFINITIONS. The term "Obligations" and all other capitalized
terms used herein without definition shall have the respective meanings
provided therefor in the Credit Agreement.

         2. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby
guarantees to the Lenders and the Administrative Agent the full and punctual
payment when due (whether at stated maturity, by required pre-


<PAGE>

                                      -2-

payment, by acceleration or otherwise), as well as the performance, of all of
the Obligations including all such which would become due but for the
operation of the automatic stay pursuant to Section 362(a) of the Federal
Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the
Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and
continuing guaranty of the full and punctual payment and performance of all
of the Obligations and not of their collectibility only and is in no way
conditioned upon any requirement that the Administrative Agent or any Lender
first attempt to collect any of the Obligations from the Borrower or resort
to any cash collateral for Reimbursement Obligations as contemplated by
Sections 4.2(b) and (c) of the Credit Agreement or other means of obtaining
payment. Should the Borrower default in the payment or performance of any of
the Obligations, the obligations of the Guarantor hereunder with respect to
such Obligations in default shall, upon demand by the Administrative Agent,
become immediately due and payable to the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, without demand or notice
of any nature, all of which are expressly waived by the Guarantor. Payments
by the Guarantor hereunder may be required by the Administrative Agent on any
number of occasions. All payments by the Guarantor hereunder shall be made to
the Administrative Agent, in the manner and at the place of payment specified
therefor in the Credit Agreement, for the account of the Lenders and the
Administrative Agent.

         3. GUARANTOR'S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC. The
Guarantor further agrees, as the principal obligor and not as a guarantor
only, to pay to the Administrative Agent, on demand, all costs and expenses
(including court costs and legal expenses) incurred or expended by the
Administrative Agent or any Lender in connection with the Obligations, this
Guaranty and the enforcement thereof, together with interest on amounts
recoverable under this Section 3 from the time when such amounts become due
until payment, whether before or after judgment, at the rate of interest for
overdue principal set forth in the Credit Agreement, PROVIDED that if such
interest exceeds the maximum amount permitted to be paid under applicable
law, then such interest shall be reduced to such maximum permitted amount.

         4. WAIVERS BY GUARANTOR; LENDER'S FREEDOM TO ACT. The Guarantor
agrees that the Obligations will be paid and performed strictly in accordance
with their respective terms, regardless of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent or any Lender with respect thereto. The
Guarantor waives promptness, diligences, presentment, demand, protest, notice
of acceptance, notice of any Obligations incurred and all other notices of
any kind, all defenses which may be available by virtue of any valuation,



<PAGE>

                                      -3-

stay, moratorium law or other similar law now or hereafter in effect, any
right to require the marshalling of assets of the Borrower or any other
entity or other person primarily or secondarily liable with respect to any of
the Obligations, and all suretyship defenses generally. Without limiting the
generality of the foregoing, the Guarantor agrees to the provisions of any
instrument evidencing, securing (with respect to cash collateral for
Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of the
Credit Agreement) or otherwise executed in connection with any Obligation and
agrees that the obligations of the Guarantor hereunder shall not be released
or discharged (except as otherwise expressly provided herein), in whole or in
part, or otherwise affected by (i) the failure of the Administrative Agent or
any Lender to assert any claim or demand or to enforce any right or remedy
against the Borrower or any other entity or other person primarily or
secondarily liable with respect to any of the Obligations; (ii) any
extensions, compromise, refinancing, consolidation or renewals of any
Obligation; (iii) any change in the time, place or manner of payment of any
of the Obligations or any rescissions, waivers, compromise, refinancing,
consolidation or other amendments or modifications of any of the terms or
provisions of the Credit Agreement, the Note, the other Loan Documents or any
other agreement evidencing, securing (with respect to cash collateral for
Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of the
Credit Agreement) or otherwise executed in connection with any of the
Obligations, (iv) the addition, substitution or release of any entity or
other person primarily or secondarily liable for any Obligation; (v) the
adequacy of any rights which the Administrative Agent or any Lender may have
against any cash collateral for Reimbursement Obligations as contemplated by
Sections 4.2(b) and (c) of the Credit Agreement or other means of obtaining
repayment of any of the Obligations; (vi) the impairment of any cash
collateral for Reimbursement Obligations as contemplated by Sections 4.2(b)
and (c) of the Credit Agreement, including without limitation the failure to
preserve any rights which the Administrative Agent or any Lender might have
in such cash collateral or the substitution, exchange, surrender, release,
loss or destruction of any such cash collateral; or (vii) any other act or
omission which might in any manner or to any extent vary the risk of the
Guarantor or otherwise operate as a release or discharge of the Guarantor,
all of which may be done without notice to the Guarantor. To the fullest
extent permitted by law, the Guarantor hereby expressly waives any and all
rights or defenses arising by reason of (A) any "one action" or
"anti-deficiency" law which would otherwise prevent the Administrative Agent
or any Lender from bringing any action, including any claim for a deficiency,
or exercising any other right or remedy (including any right of set-off),
against the Guarantor before or after the Administrative Agent's or such
Lender's commencement or completion of any foreclosure action, whether
judicially, by exercise of power of sale or


<PAGE>

                                      -4-

otherwise, or (B) any other law which in any other way would otherwise
require any election of remedies by the Administrative Agent or any Lender.

         5. UNENFORCEABILITY OF OBLIGATIONS AGAINST BORROWER. If for any
reason the Borrower has no legal existence or is under no legal obligation to
discharge any of the Obligations, or if any of the Obligations have become
irrecoverable from the Borrower by reason of the Borrower's insolvency,
bankruptcy or reorganization or by other operation of law or for any other
reason, this Guaranty shall nevertheless be binding on the Guarantor to the
same extent as if the Guarantor at all times had been the principal obligor
on all such Obligations. In the event that acceleration of the time for
payment of any of the Obligations is stayed upon the insolvency, bankruptcy
or reorganization of the Borrower, or for any other reason, all such amounts
otherwise subject to acceleration under the terms of the Credit Agreement,
the Note, the other Loan Documents or any other agreement evidencing,
securing (with respect to cash collateral for Reimbursement Obligations as
contemplated by Sections 4.2(b) and (c) of the Credit Agreement) or otherwise
executed in connection with any Obligation shall be immediately due and
payable by the Guarantor.

         6.  SUBROGATION; SUBORDINATION.

                  6.1. WAIVER OF RIGHTS AGAINST BORROWER. Until the final
         payment and performance in full of all of the Obligations, (a) the
         Guarantor shall not exercise and hereby waives any rights against the
         Borrower arising as a result of payment by the Guarantor hereunder, by
         way of subrogation, reimbursement, restitution, contribution or
         otherwise, and will not prove any claim in competition with the
         Administrative Agent or any Lender in respect of any payment hereunder
         in any bankruptcy, insolvency or reorganization case or proceedings of
         any nature; (b) the Guarantor will not claim any setoff, recoupment or
         counterclaim against the Borrower in respect of any liability of the
         Guarantor to the Borrower; and (c) the Guarantor waives any benefit of
         and any right to participate in any cash collateral for Reimbursement
         Obligations as contemplated by Sections 4.2(b) and (c) of the Credit
         Agreement which may be held by the Administrative Agent or any Lender.

                  6.2. SUBORDINATION. The payment of any amounts due with
         respect to any indebtedness of the Borrower for money borrowed or
         credit received now or hereafter owed to the Guarantor is hereby
         subordinated to the prior payment in full of all of the Obligations.
         The Guarantor agrees that, after the occurrence of any default in the
         payment or performance of any of the Obligations, the Guarantor will


<PAGE>

                                      -5-

         not demand, sue for or otherwise attempt to collect any such
         indebtedness of the Borrower to the Guarantor until all of the
         Obligations shall have been paid in full. If, notwithstanding the
         foregoing sentence, the Guarantor shall collect, enforce or receive any
         amounts in respect of such indebtedness while any Obligations are still
         outstanding, such amounts shall be collected, enforced and received by
         the Guarantor as trustee for the Lenders and the Administrative Agent
         and be paid over to the Administrative Agent, for the benefit of the
         Lenders and the Administrative Agent, on account of the Obligations
         without affecting in any manner the liability of the Guarantor under
         the other provisions of this Guaranty.

                  6.3. PROVISIONS SUPPLEMENTAL. The provisions of this Section 6
         shall be supplemental to and not in derogation of any rights and
         remedies of the Lenders and the Administrative Agent under any separate
         subordination agreement which the Administrative Agent may at any time
         and from time to time enter into with the Guarantor for the benefit of
         the Lenders and the Administrative Agent.

         7. CONDITIONS PRECEDENT. Concurrently with the execution and
delivery of this Guaranty, the Guarantor shall deliver to the Administrative
Agent all such evidence of corporate or other entity authorization of this
Guaranty, certified copies of organizational documents, incumbency
certificates, good standing certificates, legal opinions with respect to this
Guaranty (including local counsel opinions where applicable) and other
documentation as the Administrative Agent may reasonably request in
connection with the authorization, execution, delivery and performance of
this Guaranty, in form and substance satisfactory to the Administrative
Agent. The Guarantor agrees to deliver to the Administrative Agent fully
executed copies of this Guaranty in sufficient quantities to deliver one (1)
fully executed original of each such document to each Lender and the
Administrative Agent.

         8. SETOFF. Regardless of the adequacy of any cash collateral for
Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of the
Credit Agreement or other means of obtaining payment of any of the
Obligations, each of the Administrative Agent and the Lenders is hereby
authorized at any time and from time to time, without notice to the Guarantor
(any such notice being expressly waived by the Guarantor) and to the fullest
extent permitted by law, to set off and apply such deposits and other sums
against the obligations of the Guarantor under this Guaranty, whether or not
the Administrative Agent or such Lender shall have made any demand under this
Guaranty and although such obligations may be contingent or unmatured.


<PAGE>

                                      -6-

         9. FURTHER ASSURANCES. The Guarantor agrees that it will from time
to time, at the request of the Administrative Agent, do all such things and
execute all such documents as the Administrative Agent may consider necessary
or desirable to give full effect to this Guaranty and to preserve the rights
and powers of the Lenders and the Administrative Agent hereunder. The
Guarantor acknowledges and confirms that the Guarantor itself has established
its own adequate means of obtaining from the Borrower on a continuing basis
all information desired by the Guarantor concerning the financial condition
of the Borrower and that the Guarantor will look to the Borrower and not to
the Administrative Agent or any Lender in order for the Guarantor to keep
adequately informed of changes in the Borrower's financial condition.

         10. TERMINATION; REINSTATEMENT. This Guaranty shall remain in full
force and effect until the Administrative Agent is given written notice of
the Guarantor's intention to discontinue this Guaranty, notwithstanding any
intermediate or temporary payment or settlement of the whole or any part of
the Obligations. No such notice shall be effective unless received and
acknowledged by an officer of the Administrative Agent at the address of the
Administrative Agent for notices set forth in Section 16.6 of the Credit
Agreement. No such notice shall affect any rights of the Administrative Agent
or any Lender hereunder, including without limitation the rights set forth in
Sections 4 and 6, with respect to any Obligations incurred or accrued prior
to the receipt of such notice or any Obligations incurred or accrued pursuant
to any contract or commitment in existence prior to such receipt. This
Guaranty shall continue to be effective or be reinstated, notwithstanding any
such notice, if at any time any payment made or value received with respect
to any Obligation is rescinded or must otherwise be returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy or
reorganization of the Borrower, or otherwise, all as though such payment had
not been made or value received.

         11. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the
Guarantor, its successors and assigns, and shall inure to the benefit of the
Administrative Agent and the Lenders and their respective successors,
transferees and assigns. Without limiting the generality of the foregoing
sentence, each Lender may assign or otherwise transfer the Credit Agreement,
the Note, the other Loan Documents or any other agreement or note held by it
evidencing, securing (with respect to cash collateral for Reimbursement
Obligations as contemplated by Sections 4.2(b) and (c) of the Credit
Agreement) or otherwise executed in connection with the Obligations, or sell
participations in any interest therein, to any other entity or other person,
and such other entity or other person shall thereupon become vested, to the
extent set forth in the agreement evidencing such assignment, transfer


<PAGE>

                                      -7-

or participation, with all the rights in respect thereof granted to such
Lender herein, all in accordance with Section 15 of the Credit Agreement. The
Guarantor may not assign any of its obligations hereunder.

         12. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Guaranty nor consent to any departure by the Guarantor therefrom
shall be effective unless the same shall be in writing and signed by the
Administrative Agent with the written consent of the Required Lenders. No
failure on the part of the Administrative Agent or any Lender to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.

         13. NOTICES. All notices and other communications called for
hereunder shall be made in writing and, unless otherwise specifically
provided herein, shall be deemed to have been duly made or given when
delivered by hand or mailed first class, postage prepaid, or, in the case of
telegraphic or telexed notice, when transmitted, answer back received,
addressed as follows: if to the Guarantor, at the address set forth beneath
its signature hereto, and if to the Administrative Agent, at the address for
notices to the Administrative Agent set forth in Section 16.6 of the Credit
Agreement, or at such address as either party may designate in writing to the
other.

         14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS GUARANTY IS
INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
The Guarantor agrees that any suit for the enforcement of this Guaranty may
be brought in the courts of the Commonwealth of Massachusetts or any federal
court sitting therein and consents to the nonexclusive jurisdiction of such
court and to service of process in any such suit being made upon the
Guarantor by mail at the address specified by reference in Section 13. The
Guarantor hereby waives any objection that it may now or hereafter have to
the venue of any such suit or any such court or that such suit was brought in
an inconvenient court.

         15. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by
law, the Guarantor hereby waives


<PAGE>

                                      -8-

any right which it may have to claim or recover in any litigation referred to
in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. The
Guarantor acknowledges and agrees that the Administrative Agent and the
Lenders, in entering into the Credit Agreement and the other Loan Documents
to which the Administrative Agent or any Lender is a party, the
Administrative Agent and the Lenders are relying upon, among other things,
the waivers and certifications contained in this Section 15 and that no
representative, agent or attorney of any such party has represented to the
Guarantor that such party would not, in the event of litigation, seek to
enforce the foregoing waivers.

         16. MISCELLANEOUS. This Guaranty constitutes the entire agreement of
the Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies
provided by law or any other agreement, and this Guaranty shall be in
addition to any other guaranty of any of the Obligations or cash collateral
for Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of
the Credit Agreement. The invalidity or unenforceability of any one or more
sections of this Guaranty shall not affect the validity or enforceability of
its remaining provisions. Captions are for the ease of reference only and
shall not affect the meaning of the relevant provisions. The meanings of all
defined terms used in this Guaranty shall be equally applicable to the
singular and plural forms of the terms defined.

            [The remainder of this page is intentionally left blank.]


<PAGE>

                                      -9-

         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

                                      [NAME OF GUARANTOR]


                                      By: ________________________________
                                           Name:
                                           Title:

                                      Address:

                                      ____________________________________

                                      ____________________________________

                                      ____________________________________

                                      Telex:  ____________________________


<PAGE>

                                   Coach, Inc.
                $100M Senior Unsecured Revolving Credit Facility
                           SCHEDULE 9.1: INDEBTEDNESS
                                February 27, 2001


1.       An irrevocable standby letter of credit for the benefit of Sara Lee
         Corporation pursuant to that certain Lease Indemnification and
         Reimbursement Agreement dated August 24, 2000, between Sara Lee
         Corporation, a Maryland corporation, and Coach, Inc., a Maryland
         corporation.

2.       Indebtedness in respect of that certain Development Agreement between
         the City of Jacksonville and Coach, Inc. (as successor by merger to
         Coach Distribution Company), dated as of October 10, 1994, in an
         aggregate principal amount outstanding as of the Closing Date of not
         greater than $3,800,000.