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                                                                  Exhibit 4.03.1


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                                 SAKS & COMPANY

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                                CREDIT AGREEMENT

                           dated as of October 8, 1996

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                            THE CHASE MANHATTAN BANK,

                             as Administrative Agent

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                                TABLE OF CONTENTS

SECTION 1.  DEFINITIONS....................................................... 1
          1.1  Defined Terms.................................................. 1
          1.2  Other Definitional Provisions..................................17

SECTION 2.  AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS..................17
          2.1  Revolving Credit Commitments...................................17
          2.2  Swing Line Commitment..........................................18
          2.3  Commitment Fee.................................................20
          2.4  Proceeds of Revolving Credit Loans.............................20
          2.5  Issuance of Letters of Credit..................................20
          2.6  Participating Interests........................................21
          2.7  Procedure for Opening Letters of Credit........................21
          2.8  Payments in Respect of Letters of Credit.......................21
          2.9  Letter of Credit Fees..........................................22
          2.10  Letter of Credit Reserves.....................................22
          2.11  Further Assurances............................................23
          2.12  Obligations Absolute..........................................23
          2.13  Assignments...................................................24
          2.14  Participations................................................24
          2.15  Repayment of Loans............................................24

SECTION 3.  GENERAL PROVISIONS APPLICABLE TO LOANS............................25
          3.1  Procedure for Borrowing........................................25
          3.2  Conversion Options.............................................26
          3.3  Changes of Commitment Amounts..................................26
          3.4  Optional Prepayments...........................................27
          3.5  Interest Rates and Payment Dates...............................27
          3.6  Computation of Interest and Fees...............................28
          3.7  Certain Fees...................................................28
          3.8  Inability to Determine Interest Rate...........................28
          3.9  Pro Rata Treatment and Payments................................29
          3.10  Illegality....................................................30
          3.11  Requirements of Law...........................................31
          3.12  Indemnity.....................................................33
          3.13  Replacement of Banks..........................................34

SECTION 4.  REPRESENTATIONS AND WARRANTIES....................................34
          4.1  Financial Condition............................................34
          4.2  Corporate Existence; Compliance with Law.......................35
          4.3  Corporate Power; Authorization.................................36
          4.4  Enforceable Obligations........................................36
          4.5  No Legal Bar...................................................36
          4.6  No Material Litigation.........................................36


                                      -i-
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          4.7  Investment Company Act.........................................37
          4.8  Federal Regulation.............................................37
          4.9  No Default.....................................................37
          4.10  Taxes.........................................................37
          4.11  Subsidiaries..................................................37
          4.12  Ownership of Property; Liens..................................37
          4.13  ERISA.........................................................38
          4.14  Collateral Documents..........................................39
          4.15  Patents, Copyrights, Permits and Trademarks, Licenses and
                Leases........................................................40

SECTION 5.  CONDITIONS PRECEDENT..............................................40
          5.1  Conditions to Effectiveness....................................40
          5.2  Conditions to All Loans and Letters of Credit..................42

SECTION 6.  AFFIRMATIVE COVENANTS.............................................42
          6.1  Financial Statements...........................................42
          6.2  Certificates; Other Information................................44
          6.3  Payment of Obligations.........................................44
          6.4  Conduct of Business and Maintenance of Existence...............45
          6.5  Maintenance of Property; Insurance.............................45
          6.6  Inspection of Property; Books and Records; Discussions.........45
          6.7  Notices........................................................46
          6.8  Dividends by Real Estate Holding Subsidiaries..................47

SECTION 7.  NEGATIVE COVENANTS................................................47
          7.1  Real Estate Financings; Other Letters of Credit................47
          7.2  Limitation on Liens............................................48
          7.3  Limitation on Contingent Obligations...........................49
          7.4  Prohibition of Fundamental Changes.............................50
          7.5  Prohibition on Sale of Assets..................................51
          7.6  Limitation on Investments, Loans and Advances..................52
          7.7  Capital Expenditures...........................................54
          7.8  Interest Coverage..............................................55
          7.9  Total Indebtedness to Total Capitalization.....................55
          7.10  Limitation on Dividends.......................................56
          7.11  Transactions with Affiliates..................................57
          7.12  Foreign Exchange Contracts....................................58
          7.13  Prepayments and Amendments of Subordinated Debt and Real
                Estate Indebtedness...........................................58
          7.14  Restrictions on Holdings......................................58

SECTION 8.  EVENTS OF DEFAULT.................................................59

SECTION 9.  THE ADMINISTRATIVE AGENT; CHASE AS ISSUER.........................62


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          9.1  Appointment....................................................62
          9.2  Delegation of Duties...........................................62
          9.3  Exculpatory Provisions.........................................62
          9.4  Reliance by Administrative Agent...............................62
          9.5  Notice of Default..............................................63
          9.6  Non-Reliance on Administrative Agent and Other Banks...........63
          9.7  Indemnification................................................64
          9.8  The Administrative Agent in Its Individual Capacity............64
          9.9  Successor Administrative Agent.................................64
          9.10  Chase as Issuer of Letters of Credit..........................65

SECTION 10.  MISCELLANEOUS....................................................65
          10.1  Amendments and Waivers........................................65
          10.2  Notices.......................................................66
          10.3  No Waiver; Cumulative Remedies................................67
          10.4  Survival of Representations and Warranties....................67
          10.5  Payment of Expenses and Taxes.................................67
          10.6  Successors and Assigns; Participations; Purchasing Banks......68
          10.7  Permitted Payments............................................71
          10.8  Adjustments; Set-off..........................................71
          10.9  Counterparts..................................................72
          10.10  Governing Law; No Third Party Rights.........................72
          10.11  Submission to Jurisdiction; Waivers..........................73
          10.12  Release of Collateral........................................73
          10.13  Termination of Holdings Guarantee............................73

SCHEDULES

         Schedule      I    Commitment Fee
         Schedule    III    Domestic Subsidiaries
         Schedule     IV    Foreign Subsidiaries
         Schedule     VI    Liens and Contingent Obligations
         Schedule   VIII    Filing Jurisdictions
         Schedule      X    Existing Letters of Credit
         Schedule    XII    Intellectual Property
                    
                  
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EXHIBITS

EXHIBIT A-1   Revolving Credit Note
EXHIBIT A-2   Swing Line Note
EXHIBIT B     Opinion of Gibson, Dunn & Crutcher
EXHIBIT C-1   Holdings Closing Certificate
EXHIBIT C-2   Company Closing Certificate
EXHIBIT D     L/C Participation Certificate
EXHIBIT E     Commitment Transfer Supplement
EXHIBIT F     Swing Line Loan Participation Certificate
EXHIBIT G     Acknowledgment, Consent and Amendment
EXHIBIT H     Form of Intercompany Note


                                      -iv-
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            CREDIT AGREEMENT, dated as of October 8, 1996, among SAKS & COMPANY,
a New York corporation (the "Company"), the several lenders from time to time
parties hereto (the "Banks") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Banks (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H :

            WHEREAS, the Company, the banks parties thereto on the date hereof
(the "Existing Lenders") and the Administrative Agent are parties to the Amended
and Restated Credit Agreement, dated as of July 1, 1993 (as amended,
supplemented or otherwise modified to the date hereof, the "Existing Credit
Agreement"); and

            WHEREAS, the Company has requested the Banks parties hereto on the
date hereof (such Banks which are not Existing Lenders, the "New Lenders") and
the Administrative Agent to amend and restate the Existing Credit Agreement as
of the Effective Date (as herein defined) to provide for, inter alia, (i) the
New Lenders to become parties to this Agreement, (ii) increasing to $350,000,000
the revolving credit commitments of the Banks and (iii) extending to October 30,
2001 the maturity of the revolving credit commitments under the Existing Credit
Agreement; and

            WHEREAS, the Banks and the Administrative Agent are so willing to
amend and restate the Existing Credit Agreement as of the Effective Date, but
only on, and subject to, the terms and conditions hereof and, as of the
Effective Date, this Agreement shall supersede the Existing Credit Agreement in
all respects;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company, the Banks and the Administrative Agent
hereby amend and restate the Existing Credit Agreement, effective as of the
Effective Date but not before, as follows:

            SECTION 1. DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the terms defined in
the caption or in the "Whereas" clauses hereto shall have the meanings set forth
therein, and the following terms have the following meanings:

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
      to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
      effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
      (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
      For purposes hereof: "Prime Rate" shall mean the rate of interest per
      annum publicly announced from time to time by the Administrative Agent as
      its prime rate in effect at its principal office in New York City (the
      Prime Rate not being intended to be the lowest rate of interest charged by
      The Chase Manhattan Bank in connection with extensions of credit to
      debtors); "Base 
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                                                                               2


      CD Rate" shall mean the sum of (a) the product of (i) the Three-Month
      Secondary CD Rate and (ii) a fraction, the numerator of which is one and
      the denominator of which is one minus the C/D Reserve Percentage and (b)
      the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for
      any day, the secondary market rate for three-month certificates of deposit
      reported as being in effect on such day (or, if such day shall not be a
      Business Day, the next preceding Business Day) by the Board of Governors
      of the Federal Reserve System (the "Board") through the public information
      telephone line of the Federal Reserve Bank of New York (which rate will,
      under the current practices of the Board, be published in Federal Reserve
      Statistical Release H.15(519) during the week following such day), or, if
      such rate shall not be so reported on such day or such next preceding
      Business Day, the average of the secondary market quotations for
      three-month certificates of deposit of major money center banks in New
      York City received at approximately 10:00 A.M., New York City time, on
      such day (or, if such day shall not be a Business Day, on the next
      preceding Business Day) by the Administrative Agent from three New York
      City negotiable certificate of deposit dealers of recognized standing
      selected by it; and "Federal Funds Effective Rate" shall mean, for any
      day, the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by
      federal funds brokers, as published on the next succeeding Business Day by
      the Federal Reserve Bank of New York, or, if such rate is not so published
      for any day which is a Business Day, the average of the quotations for the
      day of such transactions received by the Administrative Agent from three
      federal funds brokers of recognized standing selected by it. If for any
      reason the Administrative Agent shall have determined (which determination
      shall be conclusive absent manifest error) that it is unable to ascertain
      the Base CD Rate or the Federal Funds Effective Rate, or both, for any
      reason, including the inability or failure of the Administrative Agent to
      obtain sufficient quotations in accordance with the terms thereof, the ABR
      shall be determined without regard to clause (b) or (c), or both, of the
      first sentence of this definition, as appropriate, until the circumstances
      giving rise to such inability no longer exist. Any change in the ABR due
      to a change in the Prime Rate, the Three-Month Secondary CD Rate or the
      Federal Funds Effective Rate shall be effective as of the opening of
      business on the effective day of such change in the Prime Rate, the
      Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
      respectively.

            "ABR Loans": Loans the rate of interest applicable to which is based
      upon the ABR.

            "Accounts Receivable Financing": The sale, encumbrance or other
      disposition, at any time or from time to time, of all or a portion of the
      accounts receivable of the Company or any of its Subsidiaries, whether
      existing on the date of this Agreement or hereafter arising.

            "Adjustment Date": (a) the second Business Day following receipt by
      the Administrative Agent of both (i) the financial statements required to
      be delivered pursuant to subsections 6.1(a) or 6.1(b) for the most
      recently completed fiscal period and (ii) the compliance certificate
      required pursuant to subsection 6.2(b) with respect 
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                                                                               3


      to such financial statements or (b) if such compliance certificate and
      financial statements have not been delivered in a timely manner, the
      latest date upon which the compliance certificate required to be delivered
      pursuant to subsection 6.2(b) for the most recently completed fiscal
      period was due; provided, however, that in the event that the Adjustment
      Date is determined in accordance with the provisions of clause (b) of this
      definition, then the date which is two Business Days following the date of
      receipt of the financial statements and compliance certificate referenced
      in clause (a) of this definition also shall be deemed to constitute an
      "Adjustment Date".

            "Affiliate": of any Person (a) any Person (other than a Subsidiary)
      which, directly or indirectly, is in control of, is controlled by, or is
      under common control with such Person, or (b) any Person who is a director
      or officer (i) of such Person, (ii) of any Subsidiary of such Person or
      (iii) of any Person described in clause (a) above. For purposes of this
      definition, control of a Person shall mean the power, direct or indirect,
      (i) to vote 25% or more of the securities having ordinary voting power for
      the election of directors of such Person, whether by ownership of
      securities, contract, proxy or otherwise, or (ii) to direct or cause the
      direction of the management and policies of such Person, whether by
      ownership of securities, contract, proxy or otherwise.

            "Aggregate Extensions of Revolving Credit": at any particular time,
      the sum of (a) the aggregate then outstanding principal amount of the
      Revolving Credit Loans and Swing Line Loans, (b) the aggregate amount then
      available to be drawn under all outstanding Letters of Credit and (c) the
      aggregate unpaid amount of L/C Obligations.

            "Agreement": the Existing Credit Agreement as amended and restated
      by this Credit Agreement, as the same may be further amended, supplemented
      or modified from time to time.

            "APB 16": Accounting Principles Board Opinion No. 16 as in effect on
      the date hereof.

            "Applicable Margin": for any date for each Type of Loan, if the
      applicable Interest Coverage Ratio is:

                  (i) greater than or equal to 5.0, the rate per annum set forth
            under the relevant column heading below:

                         ABR Loans                Eurodollar Loans
                         ---------                ----------------

                           0.00%                       0.50%
                 
                  (ii) greater than or equal to 4.0 but less than 5.0, the rate
            per annum set forth under the relevant column heading below:

                         ABR Loans                Eurodollar Loans
                         ---------                ----------------
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                                                                               4


                           0.00%                       0.75%

                  (iii) greater than or equal to 3.0 but less than 4.0, the rate
            per annum set forth under the relevant column heading below:

                         ABR Loans                Eurodollar Loans
                         ---------                ----------------

                           0.00%                       1.00%

                  (iv) greater than or equal to 2.5 but less than 3.0, the rate
            per annum set forth under the relevant column heading below:

                         ABR Loans                Eurodollar Loans
                         ---------                ----------------

                           0.25%                       1.25%

                  (v) less than 2.5, the rate per annum set forth under the
            relevant column heading below:

                         ABR Loans                Eurodollar Loans
                         ---------                ----------------

                           0.50%                       1.50%

The Applicable Margin for the period commencing with each Adjustment Date and
ending on the next succeeding Adjustment Date, shall be determined by reference
to the Interest Coverage Ratio of the Company set forth on the certificate most
recently required to be delivered to the Banks pursuant to subsection 6.2(b);
provided, that, (a) until the first Adjustment Date, the Applicable Margin shall
be 0.00% for ABR Loans and 1.00% for Eurodollar Loans and (b) if for any reason
the certificate required by subsection 6.2(b) is not timely delivered to the
Banks, the Interest Coverage Ratio shall be (i) during the period from the date
upon which such certificate was required to be delivered until the date upon
which it actually is delivered, the Applicable Margin in effect immediately
prior to the date such financial statements were due, and (ii) if such
certificate, when actually delivered, would have required an increase in the
Applicable Margin over the Applicable Margin in effect immediately prior to the
date such certificate was due, the Company shall promptly following the delivery
of such certificate pay to the Banks and the Administrative Agent any additional
amounts of interest or fees which would have been payable on any previous
Interest Payment Date had such higher Applicable Margin been in effect from the
date such certificate was required to be delivered; and provided, further, that
any change in the Applicable Margin as a result of a change in the Interest
Coverage Ratio shall apply to all Loans for each day during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change in Applicable
Margin.
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                                                                               5


            "Available Revolving Credit Commitment": as to any Bank, at a
      particular time, an amount equal to (a) the amount of such Bank's
      Revolving Credit Commitment at such time less (b) the sum of (i) the
      aggregate unpaid principal amount at such time of all Revolving Credit
      Loans made by such Bank pursuant to subsection 2.1, (ii) such Bank's L/C
      Participating Interest in the aggregate amount available to be drawn at
      such time under all outstanding Letters of Credit, (iii) such Bank's
      Revolving Credit Commitment Percentage of the aggregate unpaid principal
      amount at such time of all Swing Line Loans, provided that for purposes of
      calculating the Available Revolving Credit Commitment under subsection 2.3
      such amount shall be zero and (iv) such Bank's Revolving Credit Commitment
      Percentage of the aggregate outstanding amount of L/C Obligations;
      collectively, as to all the Banks, the "Available Revolving Credit
      Commitments".

            "Banks": as defined in the recitals hereto.

            "Borrowing Date": any Business Day, or, in the case of Eurodollar
      Loans, Working Day, specified in a notice pursuant to (a) subsection 2.2
      or 3.1 as a date on which the Company requests the Banks to make Loans
      hereunder or (b) subsection 2.5 as a date on which the Company requests
      Chase to issue a Letter of Credit hereunder.

            "Business Day": a day other than a Saturday, Sunday or other day on
      which commercial banks in New York City are authorized or required by law
      to close.

            "Capital Expenditures": for any period, all amounts which would, in
      accordance with GAAP, be set forth as capital expenditures (other than
      amounts expended with proceeds of loans, advances and contributions made
      pursuant to subsection 7.6(l) to the extent such loans, advances or
      contributions have previously been treated as Capital Expenditures)
      (exclusive of any amount attributable to capitalized interest) on the
      consolidated statement of changes in financial position or other similar
      statement of the Company and its Subsidiaries for such period; provided
      that any Capital Expenditures financed with the proceeds of any
      Indebtedness permitted hereunder (other than Indebtedness incurred
      hereunder or Subordinated Debt or Indebtedness incurred pursuant to
      Subsection 7.6(l)) shall be deemed to be a Capital Expenditure only in the
      period in which, and by the amount which, any principal of such
      Indebtedness is repaid.

            "Cash Equivalents": (i) securities issued or directly and fully
      guaranteed or insured by the United States Government or any agency or
      instrumentality thereof having maturities of not more than twelve months
      from the date of acquisition, (ii) certificates of deposit and eurodollar
      time deposits with maturities of twelve months or less from the date of
      acquisition, bankers' acceptances with maturities not exceeding twelve
      months and overnight bank deposits, in each case with any Bank or with any
      domestic commercial bank having capital and surplus in excess of
      $300,000,000, (iii) repurchase obligations with a term of not more than
      seven days for underlying securities of the types described in clauses (i)
      and (ii) entered into with any financial institution meeting the
      qualifications specified in clause (ii) above, (iv) commercial paper (x)
      issued by any Bank or the parent corporation of any Bank, or (y) rated A-1
<PAGE>
                                                                               6


      or the equivalent thereof by S&P or P-1 or the equivalent thereof by
      Moody's and in each case maturing within twelve months after the date of
      acquisition and (v) shares of money market mutual funds or similar funds
      which invest exclusively in assets satisfying the requirements of clauses
      (i) through (iv) of this definition.

            "C/D Assessment Rate": for any day the net annual assessment rate
      (rounded upwards, if necessary, to the next 1/100 of 1%) determined by the
      Administrative Agent to be payable on such day to the Federal Deposit
      Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
      deposits made in Dollars at offices of the Administrative Agent in the
      United States.

            "C/D Reserve Percentage": for any day as applied to any ABR Loan,
      that percentage (expressed as a decimal) which is in effect on such day,
      as prescribed by the Board of Governors of the Federal Reserve System (or
      any successor) (the "Board"), for determining the maximum reserve
      requirement for a Depositary Institution (as defined in Regulation D of
      the Board) in respect of new non-personal time deposits in Dollars having
      a maturity of 30 days or more.

            "Change in Law": with respect to any Bank, the adoption of any law,
      rule, regulation, policy, guideline or directive (whether or not having
      the force of law) or any change therein or in the interpretation or
      application thereof by any Governmental Authority having jurisdiction over
      such Bank, in each case after the Effective Date.

            "Change in Control': shall be considered to have occurred if any
      Person (other than INVESTCORP S.A., any of its Affiliates or Subsidiaries,
      any Person that is a member of the senior management of the Company or
      Holdings, any entity the majority of the equity ownership interests of
      which is owned by such senior management of the Company or Holdings or any
      Person acting in the capacity of an underwriter), whether singly or in
      concert with one or more Persons, shall, directly or indirectly, have
      acquired, or acquired the power to vote or direct the voting of, 25% or
      more, on a fully diluted basis, of the outstanding common stock of the
      Company or of the common stock of Holdings.

            "Chase": The Chase Manhattan Bank.

            "Closing Date": July 2, 1990.

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

            "Commercial L/C": a commercial documentary letter of credit under
      which Chase agrees to make payments in Dollars for the account of the
      Company, on behalf of the Company or a Subsidiary thereof, in respect of
      obligations of the Company or such Subsidiary in connection with the
      purchase of goods in the ordinary course of business.
<PAGE>
                                                                               7


            "Commitment Transfer Supplement": the supplement substantially in
      the form of Exhibit E.

            "Commitments": the collective reference to the Revolving Credit
      Commitments and the Swing Line Commitment; individually, a "Commitment".

            "Commonly Controlled Entity": an entity, whether or not
      incorporated, which is under common control with the Company within the
      meaning of Section 414(b) or (c) of the Code.

            "Company Pledge Agreement": the Pledge Agreement, dated as of July
      2, 1990, made by the Company in favor of the Administrative Agent for the
      ratable benefit of the Banks, as the same has been and may be further
      amended, modified or supplemented from time to time.

            "Company Security Agreement": the Collateral Security Agreement,
      dated as of July 2, 1990, made by the Company in favor of the
      Administrative Agent for the ratable benefit of the Banks, as the same has
      been and may be further amended, modified or supplemented from time to
      time.

            "Consolidated EBITDA": for any period, the consolidated net income
      of Holdings and its Subsidiaries for such period, plus, without
      duplication and to the extent reflected as a charge in the statement of
      such consolidated net income for such period, the sum of (i) taxes
      measured by income or net worth, (ii) interest expense, amortization
      (including amortization of interest rate cap costs) or writeoff of debt
      discount and debt issuance costs and commissions, discounts and other fees
      and charges associated with Indebtedness, (iii) depreciation and
      amortization expense, (iv) amortization of intangibles (including, but not
      limited to, goodwill) and organization costs, (v) any increase in the LIFO
      reserve, (vi) any premiums or penalties paid by Holdings or any of its
      Subsidiaries upon repurchase or redemption of any Indebtedness, (vii)
      management fees, (ix) transaction costs incurred in connection with
      Accounts Receivable Financing and (x) other non-recurring or extraordinary
      charges, all as determined in accordance with GAAP.

            "Consolidated Net Worth": at a particular date, all amounts which
      would, in conformity with GAAP, be included under shareholders' equity on
      a consolidated balance sheet of Holdings and its Subsidiaries as at such
      date.

            "Contingent Obligation": as to any Person, any obligation of such
      Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
      dividends or other obligations ("primary obligations") of any other Person
      (the "primary obligor") in any manner, whether directly or indirectly,
      including, without limitation, any obligation of such Person, whether or
      not contingent (a) to purchase any such primary obligation or any property
      constituting direct or indirect security therefor, (b) to advance or
      supply funds (i) for the purchase or payment of any such primary
      obligation or (ii) to maintain working capital or equity capital of the
      primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor, (c) to purchase property, 
<PAGE>
                                                                               8


      securities or services primarily for the purpose of assuring the owner of
      any such primary obligation of the ability of the primary obligor to make
      payment of such primary obligation or (d) otherwise to assure or hold
      harmless the owner of any such primary obligation against loss in respect
      thereof; provided, however, that the term Contingent Obligation shall not
      include endorsements of instruments for deposit or collection in the
      ordinary course of business. The amount of any Contingent Obligation shall
      be deemed to be an amount equal to the stated or determinable amount
      (based on the maximum reasonably anticipated net liability in respect
      thereof as determined by the Company in good faith) of the primary
      obligation or portion thereof in respect of which such Contingent
      Obligation is made or, if not stated or determinable, the maximum
      reasonably anticipated net liability in respect thereof (assuming such
      Person is required to perform thereunder) as determined by the Company in
      good faith.

            "Contractual Obligation": as to any Person, any provision of any
      security issued by such Person or of any agreement, instrument or
      undertaking to which such Person is a party or by which it or any of the
      property owned by it is bound.

            "Convertible Subordinated Notes": the 5.5% convertible subordinated
      notes of Holdings due September 15, 2006.

            "Credit Documents": the collective reference to this Agreement, the
      Notes, the Company Pledge Agreement, the Holdings Pledge Agreement, the
      Security Agreements, the Subsidiary Guarantee, the Mortgages and the
      Supplemental Agreement.

            "Credit Parties": the collective reference to Holdings, the Company
      and each Subsidiary of the Company.

            "Default": any of the events specified in Section 8, whether or not
      any requirement for the giving of notice, the lapse of time, or both, or
      any other condition, has been satisfied.

            "Dollars" and "$": dollars in lawful currency of the United States
      of America.

            "Domestic Subsidiary": any Subsidiary of the Company other than a
      Foreign Subsidiary.

            "Effective Date": as defined in subsection 5.1.

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

            "Eurodollar Loans": Loans at such time as they are made and/or being
      maintained at a rate of interest based upon a Eurodollar Rate.
<PAGE>
                                                                               9


            "Eurodollar Rate": with respect to any Interest Period for any
      Eurodollar Loan, the rate per annum equal to the quotient of (a) the
      average (rounded upwards to the nearest whole multiple of one sixteenth of
      one percent) of the respective rates notified to the Administrative Agent
      by the Reference Banks as the rate at which each of such Reference Banks
      is offered Dollar deposits at or about 10:00 a.m. New York City time two
      Working Days prior to the beginning of such Interest Period in the
      interbank eurodollar market where the foreign currency and exchange
      operations in respect of its Eurodollar Loans are then being 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 amount of the
      Eurodollar Loan of such Reference Bank to be outstanding during such
      Interest Period, divided by (b) a number equal to 1.00 minus the aggregate
      (without duplication) of the rates (expressed as a decimal fraction) of
      reserve requirements current on the date two Working Days prior to the
      beginning of such Interest Period (including, without limitation, basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Board of Governors of the Federal Reserve System or other Governmental
      Authority having jurisdiction with respect thereto), as now and from time
      to time hereafter in effect, dealing with reserve requirements prescribed
      for Eurocurrency funding (currently referred to as "Eurocurrency
      liabilities" in Regulation D of such Board) maintained by a member bank of
      such System (such Eurodollar Rate to be rounded upwards, if necessary, to
      the next higher 1/100 of one percent).

            "Event of Default": any of the events specified in Section 8,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, or any other condition, event or act has been satisfied.

            "Foreign Subsidiary": any Subsidiary of the Company which is
      organized under the laws of any jurisdiction outside the United States of
      America or under the laws of the U.S. Virgin Islands.

            "GAAP": generally accepted accounting principles in the United
      States of America as in effect on the Effective Date.

            "Governmental Authority": any nation or government, any state or
      other political subdivision thereof and any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government.

            "Holdings": Saks Holdings, Inc. (f/k/a/ Windows Holdings, Inc.), a
      Delaware corporation and the parent of the Company.

            "Holdings Pledge Agreement": the Pledge Agreement, dated as of July
      2, 1990, made by Holdings in favor of the Administrative Agent for the
      ratable benefit of the Banks, as the same may be amended, modified or
      supplemented from time to time.

            "Indebtedness": of a Person, at a particular date, without
      duplication, (a) all indebtedness of such Person for borrowed money or for
      the deferred purchase price of property or services, (b) the undrawn face
      amount of all letters of credit issued for the 
<PAGE>
                                                                              10


      account of such Person and, without duplication, all drafts drawn
      thereunder and unpaid reimbursement obligations with respect thereto, (c)
      all liabilities (limited to the value of the assets encumbered) (other
      than Lease Obligations) secured by any Lien on any property owned by such
      Person, to the extent attributable to such Person's interest in such
      property, even though such Person has not assumed or become liable for the
      payment thereof, (d) lease obligations of such Person which, in accordance
      with GAAP, should be capitalized and (e) all indebtedness of such Person
      arising under acceptance facilities; but excluding (x) accruals for
      outstanding gift certificates in the ordinary course of business, (y)
      customer deposits and interest payable thereon in the ordinary course of
      business and (z) trade and other accounts and accrued expenses payable in
      the ordinary course of business in accordance with customary trade terms
      and, in the case of both clauses (y) and (z) above, which are not overdue
      for a period of more than 90 days or, if overdue for more than 90 days, as
      to which a dispute exists and adequate reserves in conformity with GAAP
      have been established on the books of such Person.

            "Initial Public Offering": the first offering of the common stock of
      Holdings to the public pursuant to the prospectus dated May 21, 1996.

            "Insolvency": with respect to a Multiemployer Plan, the condition
      that such Plan is insolvent within the meaning of such term as used in
      Section 4245 of ERISA.

            "Intercompany Note": the subordinated note or notes issued by the
      Company to Holdings in an aggregate principal amount equal to the
      aggregate principal amount of the Convertible Subordinated Notes,
      substantially in the form of Exhibit H.

            "Interest Coverage Ratio": on the last day of any fiscal quarter,
      the ratio of (a) Consolidated EBITDA to (b) cash interest expense
      (including fees payable on account of Letters of Credit but excluding
      capitalized interest expense) net of interest income (excluding
      amortization of debt discount (including discount of liabilities and
      reserves established under APB 16), amortization of interest rate cap
      costs, amortization of debt issuance costs and interest expense on
      customer deposits), in each case for the period of four fiscal quarters
      ending on such day on a consolidated basis for Holdings and its
      Subsidiaries, as determined in accordance with GAAP, provided that for any
      calculation period that includes the fourth 1995 fiscal quarter or the
      first, second or third 1996 fiscal quarters cash interest expense shall be
      deemed to be cash interest expense on a pro forma basis assuming the
      Initial Public Offering had occurred on the first day of the calculation
      period and the proceeds thereof were applied in accordance with the
      Existing Credit Agreement on such day, and provided further that for any
      calculation period that includes the fourth 1995 fiscal quarter or the
      first, second or third 1996 fiscal quarters cash interest expense shall be
      deemed to be cash interest expense on a pro forma basis assuming the
      Refinancing had occurred on the first day of the calculation period and
      the proceeds thereof were applied in accordance with the Credit Agreement
      on such day.
<PAGE>
                                                                              11


            "Interest Payment Date": (a) as to ABR Loans, the last day of each
      March, June, September and December, commencing on the first such day to
      occur after any ABR Loans are made or any Eurodollar Loans are converted
      to ABR Loans, (b) as to any Eurodollar Loan in respect of which the
      Company has selected an Interest Period of one, two or three months, the
      last day of such Interest Period and (c) as to any Eurodollar Loan in
      respect of which the Company has selected an Interest Period of six, nine
      or twelve months, the last day of each March, June, September and
      December, commencing on the first such day to occur after such Eurodollar
      Loan is made or an ABR Loan is converted to such a Eurodollar Loan, and
      the last day of such Interest Period.

            "Interest Period": with respect to any Eurodollar Loan:

                  (a) initially, the period commencing on, as the case may be,
            the Borrowing Date or conversion date with respect to such
            Eurodollar Loan and ending one, two, three, six, nine or, if
            available to all of the Banks, twelve months thereafter as selected
            by the Company in its notice of borrowing as provided in subsection
            3.1 or its notice of conversion as provided in subsection 3.2; and

                  (b) thereafter, each period commencing on the last day of the
            next preceding Interest Period applicable to such Eurodollar Loan
            and ending one, two, three or six, nine or, if available to all of
            the Banks, twelve months thereafter as selected by the Company by
            irrevocable notice to the Administrative Agent not less than three
            Working Days prior to the last day of the then current Interest
            Period with respect to such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are subject
to the following:

                  (A) if any Interest Period would otherwise end on a day which
            is not a Working Day, that Interest Period shall be extended to the
            next succeeding Working 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 Working Day;

                  (B) any Interest Period that would otherwise extend beyond the
            Termination Date shall end on the Termination Date, or if the
            Termination Date shall not be a Working Day, on the next preceding
            Working Day;

                  (C) if the Company shall fail to give notice as provided above
            in clause (b), it shall be deemed to have selected a conversion of a
            Eurodollar Loan into an ABR Loan (which conversion shall occur
            automatically and without need for compliance with the conditions
            for conversion set forth in subsection 3.2); and
<PAGE>
                                                                              12


                  (D) any Interest Period that begins on the last 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 Working Day of a calendar month.

            "International Rights": the rights to use the trade names and
      trademarks of the Company and its Subsidiaries and to merchandise their
      proprietary goods outside the United States of America and any franchise
      or similar rights with respect thereto.

            "L/C Application": as defined in subsection 2.5(a).

            "L/C Obligations": the obligations of the Company to reimburse Chase
      for any payments made by Chase under any Letter of Credit that have not
      been reimbursed by the Company pursuant to subsection 2.8(a).

            "L/C Participating Interest": an undivided participating interest in
      the face amount of each issued and outstanding Letter of Credit and the
      L/C Application relating thereto.

            "L/C Participation Certificate": the certificate in substantially
      the form of Exhibit D.

            "Lease Obligations": of the Company and its Subsidiaries, as of the
      date of any determination thereof, the rental commitments of the Company
      and its Subsidiaries determined on a consolidated basis, if any, under
      leases for real and/or personal property (net of rental commitments from
      sub-leases thereof), excluding however, obligations under leases which are
      classified as Indebtedness under clause (d) of the definition of
      Indebtedness.

            "Letters of Credit": the collective reference to the Commercial L/Cs
      and the Standby L/Cs; individually, a "Letter of Credit".

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), or preference,
      priority or other security agreement or preferential arrangement of any
      kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement, any financing lease having
      substantially the same economic effect as any of the foregoing, and the
      filing of any financing statement under the Uniform Commercial Code or
      comparable law of any jurisdiction in respect of any of the foregoing
      except for the filing of financing statements in connection with Lease
      Obligations incurred by the Company or its Subsidiaries to the extent that
      such financing statements relate to the property subject to such Lease
      Obligations).

            "Loans": the collective reference to the Revolving Credit Loans and
      the Swing Line Loans; individually, a "Loan".
<PAGE>
                                                                              13


            "Moody's": Moody's Investors Service, Inc., or any successor
      thereto.

            "Mortgages": the collective reference to (a) the Mortgages and Deeds
      of Trust on the Company's property located in Phoenix, Arizona and the
      Company's store located in Boca Raton, Florida dated April 5, 1995, made
      by the Company in favor of the Administrative Agent, for the ratable
      benefit of the Banks, as collateral security for the Company's obligations
      hereunder and the other Credit Documents and (b) the Mortgage on the
      Company's property located in Greenwich, Connecticut, dated October 24,
      1995, made by Saks Fifth Avenue -Stamford, Inc. in favor of the
      Administrative Agent, for the ratable benefit of the Banks, as collateral
      security for the Company's obligations hereunder and the other Credit
      Documents, in each case as the same are amended, supplemented or otherwise
      modified from time to time.

            "Multiemployer Plan": a Plan which is a multiemployer plan as
      defined in Section 4001(a)(3) of ERISA.

            "Notes": the collective reference to the Revolving Credit Notes and
      the Swing Line Note; one of the Notes, a "Note".

            "Participating Bank": any Bank (other than Chase) with respect to
      its L/C Participating Interest in each Letter of Credit.

            "PBGC": the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA.

            "Permitted Liens": Liens permitted to exist under subsection 7.2.

            "Person": an individual, partnership, corporation, business trust,
      joint stock company, trust, unincorporated association, joint venture,
      Governmental Authority or other entity of whatever nature.

            "Plan": any pension plan which is covered by Title IV of ERISA and
      in respect of which the Company or a Commonly Controlled Entity is an
      "employer" as defined in Section 3(5) of ERISA.

            "Pledge Agreements": the collective reference to the Holdings Pledge
      Agreement and the Company Pledge Agreement; individually, a "Pledge
      Agreement".

            "Pro Forma Balance Sheet": as defined in subsection 4.1.

            "Real Estate Financing": the outstanding principal balance of
      Commercial Mortgage Pass-Through Certificates issued by the Fifth Avenue
      Capital Trust on May 12, 1995 and any financing or financings in the
      nature of Indebtedness secured by the interest in real property and/or
      equipment of the Company and its Subsidiaries (other than any Indebtedness
      incurred hereunder) and any refinancings of any of the foregoing.
<PAGE>
                                                                              14


            "Real Estate Holding Subsidiary": a special-purpose direct or
      indirect wholly-owned Subsidiary of the Company (i) that is engaged in no
      business activity other than (A) holding fee or leasehold interests in
      real property at which the Company and/or one or more Subsidiaries of the
      Company conduct business and (B) leasing or subleasing such property to
      the Company and/or one or more Subsidiaries of the Company, (ii) whose
      principal assets are the interests in real property referred to in clause
      (i), and (iii) that has incurred or will incur Indebtedness in connection
      with the Real Estate Financing.

            "Reference Banks": Chase and Bankers Trust Company.

            "Refinancing": as defined in subsection 4.1.

            "Refunded Swing Line Loans": as defined in subsection 2.2.

            "Regulation U": Regulation U of the Board of Governors of the
      Federal Reserve System, as from time to time in effect.

            "Related Document": any agreement, certificate, document or
      instrument relating to a Letter of Credit.

            "Remaining Strategic Capital Amount": at any time, (a) $140,000,000
      minus (b) the sum of (i) the aggregate amount of acquisitions made in
      accordance with subsection 7.6(m) and (ii) the aggregate amount of Capital
      Expenditures made in accordance with the last sentence of subsection 7.7.

            "Reorganization": with respect to a Multiemployer Plan, the
      condition that such Plan is in reorganization as such term is used in
      Section 4241 of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(b)
      of ERISA or the regulations thereunder.

            "Required Banks": at a particular time, the holders of at least 51%
      of the sum of the aggregate Revolving Credit Commitments or if such
      Commitments are terminated the aggregate unpaid principal amount of
      Revolving Credit Loans.

            "Requirement of Law": as to any Person, the Certificate of
      Incorporation and By-Laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation or determination
      of an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its property or to
      which such Person or any of its property is subject.

            "Responsible Officer": the chief executive officer or the chief
      operating officer of the Company or, with respect to financial matters,
      the chief financial officer, treasurer or the senior vice president of
      finance of the Company.
<PAGE>
                                                                              15


            "Revolving Credit Commitment": as to any Bank, its obligations to
      make Revolving Credit Loans to the Company pursuant to subsection 2.1, and
      to purchase its L/C Participating Interest in any Letter of Credit, in an
      aggregate amount not to exceed the amount set forth on such Bank's
      signature page hereto opposite the heading "Revolving Credit Commitment"
      as the same may be reduced from time to time pursuant to subsection 3.3;
      collectively, as to all the Banks, the "Revolving Credit Commitments".

            "Revolving Credit Commitment Percentage": as to any Bank, the
      percentage of the aggregate Revolving Credit Commitments constituted by
      such Bank's Revolving Credit Commitment (or if the Revolving Credit
      Commitments are terminated, such Bank's percentage of the Aggregate
      Extensions of Revolving Credit).

            "Revolving Credit Commitment Period": the period from and including
      the Effective Date to but not including the Termination Date.

            "Revolving Credit Loan" and "Revolving Credit Loans": as defined in
      subsection 2.1(a).

            "Revolving Credit Note" and "Revolving Credit Notes": as defined in
      subsection 2.1.

            "S&P": Standard & Poor's Rating Services, a division of The
      McGraw-Hill Companies, Inc., or any successor thereto.

            "Security Agreements": the collective reference to the Company
      Security Agreement and the Subsidiary Security Agreements.

            "Single Employer Plan": any Plan which is not a Multiemployer Plan.

            "Standby L/C": an irrevocable letter of credit under which Chase
      agrees to make payments in Dollars for the account of the Company, on
      behalf of the Company or any Subsidiary thereof in respect of obligations
      of the Company or such Subsidiary incurred pursuant to contracts made or
      performances undertaken or to be undertaken or like matters relating to
      contracts to which the Company or such Subsidiary is or proposes to become
      a party in the ordinary course of the Company's or such Subsidiary's
      business, including, without limiting the foregoing, for insurance
      purposes or in respect of advance payments or as bid or performance bonds
      or for any other purpose for which a standby letter of credit might
      customarily be issued.

            "Subordinated Debt Indenture": the Indenture, dated as of July 1,
      1993 between the Company and AIBC Services, N.V. as trustee for the
      Subordinated Notes, as amended, supplemented or otherwise modified from
      time to time in accordance with the provisions hereof.

            "Subordinated Notes": subordinated notes of the Company issued
      pursuant to the Subordinated Debt Indenture.
<PAGE>
                                                                              16


            "Subsidiary": as to any Person, a corporation, partnership or other
      entity of which shares of stock or other ownership interests having
      ordinary voting power (other than stock or such other ownership interests
      having such power only by reason of the happening of a contingency) to
      elect a majority of the board of directors or other managers of such
      corporation, partnership or other entity are at the time owned directly or
      indirectly through one or more intermediaries, or both, by such Person. A
      Subsidiary shall be deemed wholly owned by a Person if such Person owns
      all of the shares of stock or other ownership interests having ordinary
      voting power (other than stock or such other ownership interests having
      such power only by reason of the happening of a contingency) to elect a
      majority of the board of directors or other managers of such Subsidiary.
      Unless otherwise qualified, all references to a "Subsidiary" or to
      "Subsidiaries" in this Agreement shall refer to a Subsidiary or
      Subsidiaries of Holdings, including, without limitation, the Company.

            "Subsidiary Guarantee": the Subsidiary Guarantee, dated as of July
      2, 1990, made by the Subsidiaries of the Company party thereto in favor of
      the Administrative Agent for the ratable benefit of the Banks, as amended,
      modified or supplemented from time to time.

            "Subsidiary Security Agreement": the Collateral Security Agreement,
      dated as of July 2, 1990, made by the Subsidiaries of the Company party
      thereto in favor of the Administrative Agent for the ratable benefit of
      the Banks, as amended, modified or supplemented from time to time.

            "Supplemental Agreement": the agreement, dated the date hereof,
      between Holdings and the Banks.

            "Swing Line Commitment": Chase's obligation to make Swing Line Loans
      pursuant to subsection 2.2.

            "Swing Line Loan Participation Certificate": a certificate in
      substantially the form of Exhibit F.

            "Swing Line Loans": as defined in subsection 2.2(a).

            "Swing Line Note": as defined in subsection 2.2(b).

            "Termination Date": October 30, 2001.

            "Total Indebtedness": at any date the sum of all Indebtedness of
      Holdings and its Subsidiaries at such date on a consolidated basis (other
      than Indebtedness with respect to the undrawn face amount of all letters
      of credit issued for the account of Holdings or any of its Subsidiaries).

            "Total Capitalization": the sum of (a) Total Indebtedness at such
      date plus (b) Consolidated Net Worth of Holdings at such date.
<PAGE>
                                                                              17


            "Type": as to any Loan, its nature as an ABR Loan or Eurodollar
      Loan.

            "Uniform Customs": the Uniform Customs and Practice for Documentary
      Credits (1993 Revision), International Chamber of Commerce Publication No.
      500, and any amendments thereof.

            "Working Day": any day on which dealings in foreign currencies and
      exchange between banks may be carried on in London, England and in New
      York, New York.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, any other Credit Document or any certificate or other
document made or delivered pursuant hereto.

            (b) As used herein and in the Notes, any other Credit Document and
any certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Company and its Subsidiaries not defined in subsection 1.1
and accounting terms partly defined in subsection 1.1 to the extent not defined,
shall have the respective meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to the singular and plural forms of such terms.

            SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

            2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Bank agrees to continue to extend credit to the Company
from time to time on any Borrowing Date during the Revolving Credit Commitment
Period (i) by making loans in Dollars (individually, a "Revolving Credit Loan",
and collectively the "Revolving Credit Loans") to the Company from time to time
and (ii) by purchasing an L/C Participating Interest in each Letter of Credit
issued by Chase. The aggregate amount of the undrawn Letters of Credit and L/C
Obligations at any time shall not exceed in the aggregate $100,000,000.
Notwithstanding the above, in no event shall (i) any Revolving Credit Loan be
made, or Letter of Credit be issued if, after giving effect to such making or
issuance and the use of proceeds thereof as irrevocably directed by the Company,
the sum of the Aggregate Extensions of Revolving Credit would exceed the
aggregate Revolving Credit Commitments or (ii) any Revolving Credit Loan be
made, or Letter of Credit be issued, if the amount of such Loan to be made by
any Bank or L/C Participating Interest to be acquired by any Bank in connection
with such issuance would exceed the Available Revolving Credit Commitment
<PAGE>
                                                                              18


of such Bank. During the Revolving Credit Commitment Period the Company may use
the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof, and/or by having Chase issue Letters of Credit, having such
Letter of Credit expire undrawn upon or if drawn upon, reimbursing Chase for
such drawing, and having Chase issue new Letters of Credit.

            (b) Each borrowing of Revolving Credit Loans pursuant to the
Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof and
(ii) the Available Revolving Credit Commitments except that any borrowing of
Revolving Credit Loans to be used solely to pay a like amount of Swing Line
Loans may be in the aggregate principal amount of such Swing Line Loans.

            (c) The Revolving Credit Loans made by each Bank shall, if such Bank
shall so request on or prior to the Effective Date or any purchaser in
connection with any assignment pursuant to subsection 10.6 shall so request, be
evidenced by a promissory note of the Company, substantially in the form of
Exhibit A (a "Revolving Credit Note") with appropriate insertions, payable to
the order of such Bank and representing the obligation of the Company to pay the
lesser of (a) the amount of the initial Revolving Credit Commitment of such Bank
and (b) the aggregate unpaid principal amount of all Revolving Credit Loans made
by such Bank, with interest thereon as prescribed in subsection 3.5. Each Bank
is hereby authorized to record its outstanding Revolving Credit Loans
outstanding on the Effective Date, the Borrowing Date, Type and amount of each
Revolving Credit Loan made by such Bank, the date and amount of each payment or
prepayment of principal thereof, the date of each interest rate conversion
pursuant to subsection 3.2 and the principal amount subject thereto on the
schedule annexed to and constituting a part of its Revolving Credit Note and, in
the absence of manifest error, any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded, provided that the
failure of any Bank to make such recordation (or any error in such recordation)
shall not affect the obligations of the Company hereunder or under such Note.
Each Revolving Credit Note shall (i) be dated the Effective Date, (ii) be stated
to mature on the Termination Date and (iii) bear interest for the period from
the date thereof on the unpaid principal amount thereof from time to time
outstanding at the applicable interest rate per annum determined as provided in
subsections 3.5(a), (b) and (c). Interest on each Revolving Credit Note shall be
payable on the dates specified in subsection 3.5(d).

            2.2 Swing Line Commitment. (a) Subject to the terms and conditions
hereof, Chase agrees to make swing line loans (individually, a "Swing Line
Loan"; collectively, the "Swing Line Loans") to the Company from time to time
during the Revolving Credit Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed $30,000,000, provided that at no time
may the sum of the aggregate outstanding principal amount of the Aggregate
Extensions of Revolving Credit exceed the Revolving Credit Commitments. Amounts
borrowed by the Company under this subsection 2.2 may be repaid and, through but
excluding the Termination Date, reborrowed. All Swing Line Loans shall be made
as ABR Loans and shall not be entitled to be converted into Eurodollar Loans.
<PAGE>
                                                                              19


The Company shall give Chase irrevocable notice (which notice must be received
by Chase prior to 1:00 p.m., New York City time) on the requested Borrowing Date
specifying the amount of each requested Swing Line Loan, which shall be in an
aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess
thereof. The proceeds of each Swing Line Loan will be made available by Chase to
the Company by crediting the account of the Company at Chase with such proceeds.
The proceeds of Swing Line Loans may be used solely for the purposes referred to
in subsection 2.4.

            (b) The Swing Line Loans shall be evidenced by a promissory note of
the Company substantially in the form of Exhibit A-2, with appropriate
insertions (the "Swing Line Note"), payable to the order of Chase and
representing the obligation of the Company to pay the aggregate unpaid principal
amount of the Swing Line Loans, with interest thereon as prescribed in
subsection 3.5. Chase is hereby authorized to record the Borrowing Date, the
amount of each Swing Line Loan and the date and amount of each payment or
prepayment of principal thereof, on the schedule annexed to and constituting a
part of the Swing Line Note and, in the absence of manifest error, any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided that the failure of Chase to make such
recordation (or any error in such recordation) shall not affect the obligations
of the Company hereunder or under such Note. The Swing Line Note shall (a) be
dated the Effective Date, (b) be stated to mature on the Termination Date and
(c) bear interest for the period from the date thereof on the unpaid principal
amount thereof from time to time outstanding at the applicable interest rate per
annum determined as provided in, and payable as specified in, subsection 3.5.

            (c) Chase at any time in its sole and absolute discretion may, and
on the fifteenth day (or if such day is not a Business Day, the next Business
Day) and last Business Day of each month shall, on behalf of the Company (which
hereby irrevocably directs Chase to act on its behalf) request each Bank,
including Chase, to make a Revolving Credit Loan in an amount equal to such
Bank's Revolving Credit Commitment Percentage of the amount of the Swing Line
Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is
given. Unless any of the events described in paragraph (f) of Section 8 shall
have occurred with respect to the Company (in which event the procedures of
paragraph (d) of this subsection 2.2 shall apply) each Bank shall make the
proceeds of its Revolving Credit Loan available to Chase for the account of
Chase at the address for notice set forth in subsection 10.2 prior to 12:00 Noon
(New York City time) in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such Revolving Credit
Loans shall be immediately applied to repay the Refunded Swing Line Loans.

            (d) If prior to the making of a Revolving Credit Loan pursuant to
paragraph (c) of subsection 2.2 one of the events described in paragraph (f) of
Section 8 shall have occurred with respect to the Company, each Bank will, on
the date such Loan was to have been made, purchase an undivided participating
interest in the Refunded Swing Line Loan in an amount equal to its Revolving
Credit Commitment Percentage of such Refunded Swing Line Loan. Each Bank will
immediately transfer to Chase, in immediately available funds, the amount of its
participation and upon receipt thereof Chase will deliver to such Bank a Swing
Line Loan Participation Certificate dated the date of receipt of such funds and
in such amount.
<PAGE>
                                                                              20


            (e) Whenever, at any time after Chase has received from any Bank
such Bank's participating interest in a Refunded Swing Line Loan, Chase receives
any payment on account thereof, Chase will distribute to such Bank its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Bank's
participating interest was outstanding and funded) in like funds as received;
provided, however, that in the event that such payment received by Chase is
required to be returned, such Bank will return to Chase any portion thereof
previously distributed by Chase to it in like funds as such payment is required
to be returned by Chase.

            (f) Each Bank's obligation to purchase participating interests
pursuant to subsection 2.2(d) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against Chase, the Company, Holdings or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Company; (iv)
any breach of this Agreement by the Company or any other Bank; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

            2.3 Commitment Fee. The Company agrees to pay to the Administrative
Agent for the account of each Bank a commitment fee from and including the
Effective Date to and including the Termination Date, computed at the rate per
annum set forth on Schedule I on the average daily amount of the Available
Revolving Credit Commitment of such Bank during the period for which payment is
made (whether or not the Company shall have satisfied the applicable conditions
to borrowing or issuance of a Letter of Credit set forth in Section 5); provided
that from the Effective Date until the first Adjustment Date, the commitment fee
shall be 0.275% per annum. Such commitment fee shall be payable quarterly in
arrears on the last day of each March, June, September and December and on the
Termination Date, commencing on December 31, 1996.

            2.4 Proceeds of Revolving Credit Loans. The Company shall use the
proceeds of Revolving Credit Loans made on or after the Effective Date solely
for the purposes of financing general corporate purposes of the Company or any
of its Subsidiaries in accordance with the terms hereof.

            2.5 Issuance of Letters of Credit. (a) The Company may from time to
time request Chase to issue a Standby L/C or a Commercial L/C by delivering to
Chase, a letter of credit application in Chase's then customary form (the "L/C
Application") completed to the satisfaction of Chase, together with the proposed
form of such Letter of Credit (which shall comply with the applicable
requirements of paragraph (b) below) and such other certificates, documents and
other papers and information as Chase may reasonably request; provided that if
Chase informs the Company that it is for any reason unable to open such Letter
of Credit, the Company may request any Bank to open such Letter of Credit upon
the same terms offered to Chase and each reference to Chase for purposes of
subsections 2.5 through 2.14, and subsection 5.2 shall be deemed to be a
reference to such issuing Bank. As of the Effective Date, the letters of credit
listed on Schedule X shall be deemed to be Letters of Credit issued hereunder on
the Effective Date.
<PAGE>
                                                                              21


            (b) Each Standby L/C and Commercial L/C issued hereunder shall,
among other things, (i) be in such form requested by the Company as shall be
acceptable to Chase in its sole discretion, (ii) in the case of each Standby
L/C, have an expiry date occurring not later than one year after the date of
issuance, except that each Standby L/C may provide for the renewal thereof for
additional periods not to exceed one year, (iii) in the case of each Commercial
L/C, have an expiry date occurring not later than six months after the date of
issuance of such Commercial L/C and (iv), in all cases, have an expiry date
occurring not later than five Business Days prior to the Termination Date. Each
L/C Application and each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

            2.6 Participating Interests. (a) Effective as of the Effective Date,
Chase hereby repurchases from each Existing Lender, and each Existing Lender
sells to Chase, its L/C Participating Interest in each existing Letter of Credit
listed on Schedule X.

            (b) Effective in the case of each Standby L/C and Commercial L/C as
of the date of the opening thereof (or, in the case of each existing letter of
credit listed on Schedule X, the Effective Date), Chase agrees to allot and does
allot, to itself and each other Bank, and each Bank severally and irrevocably
agrees to take and does take in such Letter of Credit and the related L/C
Application, an L/C Participating Interest in a percentage equal to such Bank's
Revolving Credit Commitment Percentage.

            2.7 Procedure for Opening Letters of Credit. Chase will notify each
Bank after the end of each calendar quarter of any L/C Applications received by
Chase from the Company during such quarter. Upon receipt of any L/C Application
from the Company, Chase will process such L/C Application, and the other
certificates, documents and other papers delivered to Chase in connection
therewith, in accordance with its customary procedures and, subject to the terms
and conditions hereof, shall promptly open such Letter of Credit by issuing the
original of such Letter of Credit to the beneficiary thereof and by furnishing a
copy thereof to the Company and, after the end of the quarter in which such
Letter of Credit was opened, to the other Banks, provided that no such Letter of
Credit shall be issued if subsection 2.1 would be violated thereby.

            2.8 Payments in Respect of Letters of Credit. (a) The Company agrees
forthwith upon demand by Chase and otherwise in accordance with the terms of the
L/C Application relating thereto, (i) to reimburse Chase for any payment made by
Chase under any Letter of Credit and (ii) to pay interest on any unreimbursed
portion of any such payment from the date of such payment until reimbursement in
full thereof at a rate per annum equal to (A) prior to the date which is one
Business Day after the day on which Chase demands reimbursement from the Company
for such payment, the ABR plus the Applicable Margin and (B) on such date and
thereafter, the ABR plus the Applicable Margin for ABR Loans plus 2% per annum.

            (b) In the event that Chase makes a payment under any Letter of
Credit and is not reimbursed in full therefor forthwith upon demand of Chase,
and otherwise in accordance with the terms of the L/C Application relating to
such Letter of Credit, Chase will promptly notify each other Bank. Forthwith
upon its receipt of any such notice, each other Bank will 
<PAGE>
                                                                              22


transfer to Chase, in immediately available funds, an amount equal to such other
Bank's pro rata share of the L/C Obligation arising from such unreimbursed
payment. Upon its receipt from such other Bank of such amount, Chase will
complete, execute and deliver to such other Bank an L/C Participation
Certificate dated the date of such receipt and in such amount.

            (c) Whenever, at any time after Chase has made a payment under any
Letter of Credit and has received from any other Bank such other Bank's pro rata
share of the L/C Obligation arising therefrom, Chase receives any reimbursement
on account of such L/C Obligation or any payment of interest on account thereof,
Chase will distribute to such other Bank its pro rata share thereof in like
funds as received; provided, however, that in the event that the receipt by
Chase of such reimbursement or such payment of interest (as the case may be) is
required to be returned, such other Bank will return to Chase any portion
thereof previously distributed by Chase to it in like funds as such
reimbursement or payment is required to be returned by Chase.

            2.9 Letter of Credit Fees. (a) In lieu of any letter of credit
commissions and fees provided for in any L/C Application relating to Letters of
Credit (other than standard issuance, amendment and negotiation fees), the
Company agrees to pay the Administrative Agent, for the account of Chase and the
Participating Banks, with respect to each Letter of Credit, a Letter of Credit
fee at a rate per annum equal to the Applicable Margin for Eurodollar Loans (of
which Chase shall retain for its own account, as the issuing bank and not on
account of its L/C Participating Interest therein, 1/4 of 1% per annum) on the
daily average amount available to be drawn under each Letter of Credit payable,
in arrears, on the last day of each fiscal quarter of the Company.

            (b) For purposes of any payment of fees required pursuant to this
subsection 2.9, the Administrative Agent agrees to provide to the Company a
statement of any such fees to be so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

            2.10 Letter of Credit Reserves. (a) If any change after the
Effective Date in any law or regulation or in the interpretation or application
thereof by any court or other Governmental Authority charged with the
administration thereof shall either (i) impose, modify, deem or make applicable
any reserve, special deposit, assessment or similar requirement against letters
of credit issued by Chase or (ii) impose on Chase any other condition regarding
this Agreement or any Letter of Credit, and the result of any event referred to
in clause (i) or (ii) above shall be to increase the cost of Chase of issuing or
maintaining any Letter of Credit (which increase in cost shall be the result of
Chase's reasonable allocation of the aggregate of such cost increases resulting
from such events), then, upon demand by Chase, the Company shall immediately pay
to Chase, from time to time as specified by Chase, additional amounts which
shall be sufficient to compensate Chase for such increased cost, together with
interest on each such amount from the date demanded until payment in full
thereof at a rate per annum equal to the ABR plus the Applicable Margin for ABR
Loans. A certificate, setting forth in reasonable detail the calculation of the
amounts involved, submitted by Chase to the Company concurrently with any such
demand by Chase, shall be conclusive, absent manifest error, as to the amount
thereof.
<PAGE>
                                                                              23


      (b) In the event that at any time after the Effective Date any Change in
Law with respect to Chase shall, in the opinion of Chase, require that any
obligation under any Letter of Credit be treated as an asset or otherwise be
included for purposes of calculating the appropriate amount of capital to be
maintained by Chase or any corporation controlling Chase, and such Change in Law
shall have the effect of reducing the rate of return on Chase's or such
corporation's capital, as the case may be, as a consequence of Chase's
obligations under such Letter of Credit to a level below that which Chase or
such corporation, as the case may be, could have achieved but for such Change in
Law (taking into account Chase's or such corporation's policies, as the case may
be, with respect to capital adequacy) by an amount deemed by Chase to be
material, then from time to time following notice by Chase to the Company of
such Change in Law, within 15 days after demand by Chase, the Company shall pay
to Chase such additional amount or amounts as will compensate Chase or such
corporation, as the case may be, for such reduction. If Chase becomes entitled
to claim any additional amounts pursuant to this subsection 2.10(b), it shall
promptly notify the Company of the event by reason of which it has become so
entitled. A certificate, in reasonable detail setting forth the calculation of
the amounts involved, submitted by Chase to the Company concurrently with any
such demand by Chase, shall be conclusive, absent manifest error, as to the
amount thereof.

      (c) The Company agrees that the provisions of the foregoing paragraphs (a)
and (b) and the provisions of each L/C Application providing for reimbursement
or payment to Chase in the event of the imposition or implementation of, or
increase in, any reserve, special deposit, capital adequacy or similar
requirement in respect of the Letter of Credit relating thereto shall apply
equally to each Participating Bank in respect of its L/C Participating Interest
in such Letter of Credit, as if the references in such paragraphs and provisions
referred to, where applicable, such Participating Bank or any corporation
controlling such Participating Bank.

      2.11 Further Assurances. The Company hereby agrees, from time to time, to
do and perform any and all acts and to execute any and all further instruments
reasonably requested by Chase more fully to effect the purposes of this
Agreement and the issuance of Letters of Credit hereunder.

      2.12 Obligations Absolute. The payment obligations of the Company under
this Agreement with respect to the Letters of Credit shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the following
circumstances:

            (i) the existence of any claim, set-off, defense or other right
      which the Company or any of its Subsidiaries may have at any time against
      any beneficiary, or any transferee, of any Letter of Credit (or any
      Persons for whom any such beneficiary or any such transferee may be
      acting), Chase, the Administrative Agent or any Bank, or any other Person,
      whether in connection with this Agreement, the Related Documents, any
      Credit Documents, the transactions contemplated herein, or any unrelated
      transaction;
<PAGE>
                                                                              24


            (ii) any statement or any other document presented under any Letter
      of Credit proving to be forged, fraudulent or invalid or any statement
      therein being untrue or inaccurate in any respect;

            (iii) payment by Chase under any Letter of Credit against
      presentation of a draft or certificate which does not comply with the
      terms of such Letter of Credit or is insufficient in any respect, except
      where such payment constitutes gross negligence or willful misconduct on
      the part of Chase; or

            (iv) any other circumstances or happening whatsoever, whether or not
      similar to any of the foregoing, except for any such circumstances or
      happening constituting gross negligence or willful misconduct on the part
      of Chase.

      2.13 Assignments. No Participating Bank's participation in any Letter of
Credit or any of its rights or duties hereunder shall be subdivided, assigned or
transferred (other than in connection with a transfer of part or all of such
Participating Bank's Revolving Credit Commitment in accordance with subsection
10.6(c)) without the prior written consent of Chase, which consent will not be
unreasonably withheld. Such consent may be given or withheld without the consent
or agreement of any other Participating Bank. On the date that any Purchasing
Bank (as defined in subsection 10.6) acquires any Revolving Credit Commitments
in accordance with subsection 10.6, participating interests in any outstanding
Letters of Credit held by the transferor Bank from which such Purchasing Bank
acquired its interest hereunder shall be proportionately reallotted between such
Purchasing Bank and such transferor Bank. Notwithstanding the foregoing, a
Participating Bank may subparticipate its L/C Participating Interest without
obtaining the prior written consent of Chase.

      2.14 Participations. Each Bank's obligation to purchase participating
interests pursuant to subsection 2.6 shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such Bank
may have against Chase, the Company, Holdings or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Company; (iv)
any breach of this Agreement by the Company or any other Bank; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

      2.15 Repayment of Loans. (a) The Company hereby unconditionally promises
to pay to the Administrative Agent for the account of: (i) each Bank, the then
unpaid principal amount of each Revolving Credit Loan of such Bank made to the
Company, on the Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 8) and (ii) Chase, the
then unpaid principal amount of the Swing Line Loans made to the Company, on the
Termination Date (or such earlier date on which the Swing Line Loans become due
and payable pursuant to Section 8). The Company hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 3.5.
<PAGE>
                                                                              25


      (b) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Company to such Bank
resulting from each Loan of such Bank from time to time, including the amounts
of principal and interest payable and paid to such Bank from time to time under
this Agreement; provided, however, that the failure of such Bank to maintain
such account or accounts, or any error therein, shall not in any manner affect
the obligation of the Company to repay (with applicable interest) the Loans made
to the Company in accordance with the terms of this Agreement.

      (c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Loan made hereunder, the Type thereof and each
Interest Period, if any, applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Bank hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Company and each Bank's share thereof.

      (d) The entries made in the Register shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the failure
of the Administrative Agent to maintain the Register, or any error therein,
shall not in any manner affect the obligation of the Company to repay (with
applicable interest) the Loans made to the Company in accordance with the terms
of this Agreement.

      SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS

      3.1 Procedure for Borrowing. (a) The Company may borrow under the
Revolving Credit Commitments on any Working Day, if the borrowing is of
Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans,
provided that, with respect to any borrowings, the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 12:00 noon, New York City time, (i) three Working
Days prior to the requested Borrowing Date if all or any part of the Revolving
Credit Loans are to be Eurodollar Loans and (ii) one Business Day prior to the
requested Borrowing Date if the borrowing is to be solely of ABR Loans) and
specifying (A) the amount of the borrowing, (B) whether such Revolving Credit
Loans are initially to be Eurodollar Loans or ABR Loans or a combination thereof
and (C) if the borrowing is to be entirely or partly Eurodollar Loans, the
length of the Interest Period for such Eurodollar Loans. Upon receipt of such
notice the Administrative Agent shall promptly notify each Bank. Not later than
12:00 noon, New York City time, on the Borrowing Date specified in such notice,
each Bank shall make available to the Administrative Agent at the office of the
Administrative Agent specified in subsection 10.2 (or at such other location as
the Administrative Agent may direct) an amount in immediately available funds
equal to the amount of the Revolving Credit Loan(s) to be made by such Bank.
Revolving Credit Loan proceeds received by the Administrative Agent hereunder
shall promptly be made available to the Company by the Administrative Agent's
crediting the account of the Company, at the office of the Administrative Agent
specified in subsection 10.2, with the aggregate amount actually received by the
Administrative Agent from the Banks and in like funds as received by the
Administrative Agent.
<PAGE>
                                                                              26


      (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving effect thereto, (i)
the aggregate principal amount of all Eurodollar Loans having the same Interest
Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in
excess thereof and (ii) no more than fifteen Interest Periods shall be in effect
at any one time.

      3.2 Conversion Options. The Company may elect from time to time to convert
Eurodollar Loans into ABR Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to
12:00 noon, New York City time, at least three Working Days prior to the
proposed conversion date, provided that any such conversion of Eurodollar Loans
shall only be made on the last day of an Interest Period with respect thereto.
The Company may elect from time to time to convert all or a portion of the ABR
Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by
giving the Administrative Agent irrevocable notice of such election, to be
received by the Administrative Agent prior to 12:00 noon, New York City time, at
least three Working Days prior to the proposed conversion date, specifying the
Interest Period selected therefor, and, if no Default or Event of Default has
occurred and is continuing such conversion shall be made on the requested
conversion date or, if such requested conversion date is not a Working Day, on
the next succeeding Working Day. Upon receipt of any notice pursuant to this
subsection 3.2, the Administrative Agent shall promptly notify each Bank
thereof. All or any part of the outstanding Loans (other than Swing Line Loans)
may be converted as provided herein, provided that partial conversions of ABR
Loans shall be in the aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and the aggregate principal amount of
the resulting Eurodollar Loans outstanding in respect of any one Interest Period
shall be at least $5,000,000 or a whole multiple of $1,000,000 in excess
thereof.

      3.3 Changes of Commitment Amounts. (a) The Company shall have the right,
upon not less than three Business Days' notice to the Administrative Agent, to
terminate or, from time to time, permanently reduce the Commitments, subject to
the provisions of this subsection 3.3.

      (b) To the extent, if any, that the sum of the amount of the Revolving
Credit Loans, L/C Obligations and Swing Line Loans then outstanding and the
amounts available to be drawn under outstanding Letters of Credit exceeds the
amount of the Revolving Credit Commitments as then in effect, the Company shall
be required to make a prepayment equal to such excess amount, the proceeds of
which shall be applied first, to payment of the Swing Line Loans then
outstanding, second, to payment of the Revolving Credit Loans then outstanding,
third, to payment of any L/C Obligations then outstanding, and last, to cash
collateralize any outstanding Letters of Credit on terms reasonably satisfactory
to the Administrative Agent. Any termination of the Revolving Credit Commitments
shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing
Line Loans and L/C Obligations then outstanding and by cash collateralization of
any outstanding Letters of Credit on terms reasonably satisfactory to the
Administrative Agent. Upon termination of the Revolving Credit Commitments, any
Letter of Credit then outstanding which has been so cash collateralized shall no
longer be considered a "Letter of Credit" as defined in subsection 1.1 and any
L/C Participating Interests heretofore granted by Chase to the Banks in such
Letter of 
<PAGE>
                                                                              27


Credit shall be deemed terminated (subject to automatic reinstatement in the
event that such cash collateral is returned and Chase is not fully reimbursed
for any such L/C Obligations) but the Letter of Credit fees payable under
subsection 2.9 shall continue to accrue to Chase (or, in the event of any such
automatic reinstatement, as provided in subsection 2.9) with respect to such
Letter of Credit until the expiry thereof.

      (c) In the case of termination of any of the Commitments, interest accrued
on the amount of any prepayment relating thereto and any unpaid commitment fee
accrued hereunder shall be made on the date of such termination. Any partial
reduction of Revolving Credit Commitments shall be in an amount of $5,000,000,
or a whole multiple of $1,000,000 in excess thereof, and shall reduce
permanently the amount of Revolving Credit Commitments then in effect.

      3.4 Optional Prepayments. The Company may at any time and from time to
time prepay Loans, in whole or in part, without premium or penalty, (but subject
to Section 3.12 hereof) upon at least one Business Day irrevocable notice to the
Administrative Agent in the case of ABR Loans, and three Working Days'
irrevocable notice to the Administrative Agent in the case of Eurodollar Loans,
specifying the date and amount of prepayment. Upon receipt of such notice the
Administrative Agent shall promptly notify each Bank thereof. If such notice is
given, the Company shall make such prepayment, and the payment amount specified
in such notice shall be due and payable, on the date specified therein. Accrued
interest on the amount of such prepayment shall be paid on the Interest Payment
Date next succeeding the date of any partial prepayment and on the date of such
prepayment in the case of termination of the Commitments. Partial prepayments of
Revolving Credit Loans, shall be in an aggregate principal amount equal to the
lesser of (A) $3,000,000 or a whole multiple of $1,000,000 in excess thereof and
(B) the aggregate unpaid principal amount of the Revolving Credit Loans.

      3.5 Interest Rates and Payment Dates. (a) Eurodollar Loans shall bear
interest for each Interest Period applicable thereto, commencing on the first
day of such Interest Period to, but excluding, the last day of such Interest
Period, on the unpaid principal amount thereof at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable Margin.

      (b) ABR Loans shall bear interest for the period from and including the
date such Loans are made to, but excluding, the maturity date thereof, or to,
but excluding, the conversion date if such Loans are earlier converted into
Eurodollar Loans on the unpaid principal amount thereof at a rate per annum
equal to the ABR plus the Applicable Margin.

      (c) If all or a portion of the principal amount of any of the Loans shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise) such Loan, if a Eurodollar Loan, shall be converted into an ABR Loan
at the end of the then-current Interest Period for said Eurodollar Loan (which
conversion shall occur automatically and without need for compliance with the
conditions for conversion set forth in subsection 3.2), and any such overdue
principal amount shall, without limiting the rights of the Banks under Section
8, bear interest at a rate per annum which is 2% above the ABR plus the
Applicable Margin from the date of such non-payment until paid in full (as well
after as before judgment).
<PAGE>
                                                                              28


      (d) Interest shall be payable in arrears on each Interest Payment Date.

      3.6 Computation of Interest and Fees. (a) Interest in respect of ABR Loans
(when based on the Prime Rate) and all fees hereunder shall be calculated on the
basis of a 365 (or 366 as the case may be) day year for the actual days elapsed.
Interest in respect of Eurodollar Loans and ABR Loans (when based on the Base CD
Rate or the Federal Funds Effective Rate) shall be calculated on the basis of a
360 day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Company and the Banks of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR shall become effective as of the opening of business on the
day on which such change in the ABR becomes effective. The Administrative Agent
shall as soon as practicable notify the Company and the Banks of the effective
date and the amount of each such change.

      (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Company and the Banks in the absence of manifest error. The Administrative
Agent shall, at the request of the Company, deliver to the Company a statement
showing the quotations used by the Administrative Agent in determining the
Eurodollar Rate.

      (c) If any Reference Bank's Commitment shall terminate (otherwise than on
termination of all the Commitments) such Reference Bank shall thereupon cease to
be a Reference Bank and, if as a result of the foregoing, there shall only be
one Reference Bank remaining, then the Administrative Agent (after consultation
with the Company and the Banks) shall, by notice to the Company and the Banks,
designate another Bank as a Reference Bank so that there shall at all times be
at least two Reference Banks.

      (d) Each Reference Bank shall use its best efforts to furnish quotations
of rates to the Administrative Agent as contemplated hereby. If any of the
Reference Banks shall be unable or otherwise fails to supply such rates to the
Administrative Agent upon its request, the rate of interest shall be determined
on the basis of the quotations of the remaining Reference Banks or Reference
Bank.

      3.7 Certain Fees. The Company agrees to pay to the Administrative Agent
for its own account, a non-refundable agent's fee, in the amount and upon the
terms set forth in the letter agreement, dated October 8, 1996, between the
Company and the Administrative Agent.

      3.8 Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the ABR Loans into Eurodollar Loans or (iii) the continuation
of any Eurodollar Loan as such for an additional Interest Period, or (b) dollar
deposits in the relevant amount 
<PAGE>
                                                                              29


and for the relevant period with respect to any such Eurodollar Loan are not
generally available to the Banks in their respective Eurodollar Lending Offices'
interbank eurodollar markets, the Administrative Agent shall forthwith give
notice of such determination to the Company and the Banks at least one day prior
to, as the case may be, the requested Borrowing Date, the conversion date or the
last day of such Interest Period. If such notice is given (i) any requested
Eurodollar Loans shall be made as ABR Loans, (ii) any ABR Loans that were to
have been converted to Eurodollar Loans shall be continued as ABR Loans, and
(iii) any outstanding Eurodollar Loans shall be converted, on the last day of
the then current Interest Period applicable thereto, into ABR Loans. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans shall be made.

      3.9 Pro Rata Treatment and Payments. (a) Each borrowing of Loans by the
Company from the Banks (other than Swing Line Loans) and any reduction of the
Commitments of the Banks hereunder shall be made pro rata according to the
relevant Revolving Credit Commitment Percentages of the Banks.

      (b) Whenever any payment received by the Administrative Agent under this
Agreement or any Note is insufficient to pay in full all amounts then due and
payable to the Administrative Agent and the Banks under this Agreement and the
Notes, such payment shall be distributed by the Administrative Agent and applied
by the Administrative Agent and the Banks in the following order: First, to the
payment of fees and expenses due and payable to the Administrative Agent under
and in connection with this Agreement; Second, to the payment of all expenses
due and payable under subsection 10.5, ratably among the Banks in accordance
with the aggregate amount of such payments owed to each such Bank; Third, to the
payment of fees due and payable under subsections 2.3 and 2.9, ratably among the
Banks in accordance with the Revolving Credit Commitment Percentage of each Bank
of the Commitment for which such payment is owed and, in the case of Chase, the
amount retained by Chase for its own account pursuant to subsection 2.9; Fourth,
to the payment of interest then due and payable under the Notes, ratably in
accordance with the aggregate amount of interest owed to each such Bank; and
Fifth, to the payment of the principal amount of the Notes which is then due and
payable, ratably among the Banks in accordance with the aggregate principal
amount owed to each such Bank.

      (c) All payments (including prepayments) to be made by the Company on
account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent, for the account of
the Banks at the Administrative Agent's office located at 2 Grand Central Tower,
140 East 45th Street, 29th Floor, New York, New York 10017, in lawful money of
the United States of America and in immediately available funds. The
Administrative Agent shall promptly distribute such payments in accordance with
the provisions of subsection 3.9(b) promptly upon receipt in like funds as
received. If any payment hereunder would become due and payable on a day other
than a Business Day, (i) if such payment would become due and payable on any
June 30 or December 31, such payment shall become due and payable on the
immediately preceding Business Day and (ii) otherwise, such payment shall become
due and payable on the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Working Day, the maturity thereof shall 
<PAGE>
                                                                              30


be extended to the next succeeding Working Day (and with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension), unless the result of such extension would be to extend such
payment into another calendar month in which event such payment shall be made on
the immediately preceding Working Day.

      (d) Unless the Administrative Agent shall have been notified in writing by
any Bank prior to a Borrowing Date that such Bank will not make the amount which
would constitute its Revolving Credit Commitment Percentage of the borrowing on
such date available to the Administrative Agent, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such Borrowing Date in accordance with subsection 3.1 and the Administrative
Agent may, in reliance upon such assumption, make available to the Company a
corresponding amount. If such amount is made available to the Administrative
Agent by such Bank on a date after such Borrowing Date, such Bank shall pay to
the Administrative Agent on demand an amount equal to the product of (i) the
daily average Federal funds rate during such period as quoted by the
Administrative Agent, times (ii) the amount of such Bank's Revolving Credit
Commitment Percentage of such borrowing, times (iii) a fraction the numerator of
which is the number of days that elapse from and including such Borrowing Date
to the date on which such Bank's Revolving Credit Commitment Percentage of such
borrowing shall have become immediately available to the Administrative Agent
and the denominator of which is 360. A certificate of the Administrative Agent
submitted to any Bank with respect to any amounts owing under this subsection
3.9(c) shall be conclusive, absent manifest error. If such Bank's Revolving
Credit Commitment Percentage of such borrowing is not in fact made available to
the Administrative Agent by such Bank within three Business Days of such
Borrowing Date, the Administrative Agent shall be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans
hereunder, on demand, from the Company, without prejudice to any rights which
the Company or the Administrative Agent may have against such Bank hereunder.
Nothing contained in this subsection 3.9(c) shall relieve any Bank which has
failed to make available its ratable portion of any borrowing hereunder from its
obligation to do so in accordance with the terms hereof.

      (e) The failure of any Bank to make the Loan to be made by it on any
Borrowing Date shall not relieve any other Bank of its obligation, if any,
hereunder to make its Loan on such Borrowing Date, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by
such other Bank on such Borrowing Date.

      (f) All payments and optional prepayments (other than prepayments as set
forth in subsection 3.11 with respect to increased costs) of Eurodollar Loans
hereunder 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 Loans with the same Interest Period shall not be less than $5,000,000
or a whole multiple of $5,000,000 in excess thereof.

      3.10 Illegality. Notwithstanding any other provisions herein, if any
Requirement of Law or any change therein or in the interpretation or application
thereof occurring after the date that any lender becomes a Bank party to this
Agreement, shall make it unlawful for such Bank to make or maintain Eurodollar
Loans as contemplated by this 
<PAGE>
                                                                              31


Agreement, the commitment of such Bank hereunder to make Eurodollar Loans or to
convert all or a portion of ABR Loans into Eurodollar Loans shall forthwith be
cancelled and such Bank's Loans then outstanding as Eurodollar Loans, if any,
shall, if required by law and if such Bank so requests, be converted
automatically to ABR Loans on the date specified by such Bank in such request.
To the extent that such affected Eurodollar Loans are converted into ABR Loans,
all payments of principal which would otherwise be applied to such Eurodollar
Loans shall be applied instead to such Bank's ABR Loans. The Company hereby
agrees promptly to pay any Bank, upon its demand, any additional amounts
necessary to compensate such Bank for any costs incurred by such Bank in making
any conversion in accordance with this subsection 3.10 including, but not
limited to, any interest or fees payable by such Bank to lenders of funds
obtained by it in order to make or maintain its Eurodollar Loans hereunder (such
Bank's notice of such costs, as certified in reasonable detail as to such
amounts to the Company through the Administrative Agent, to be conclusive absent
manifest error).

      3.11 Requirements of Law. (a) In the event that any Requirement of Law or
any change therein or in the interpretation or application thereof or compliance
by any Bank with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority occurring after the
date any Bank becomes a party to this Agreement:

            (i) does or shall subject any Bank to any tax of any kind whatsoever
      with respect to this Agreement, any Note or any Eurodollar Loans made by
      it, or change the basis of taxation of payments to such Bank of principal,
      commitment fee, interest or any other amount payable hereunder (except for
      changes in the rate of tax on the overall net income of such Bank) (except
      for (x) income or franchise taxes imposed on such Bank by the jurisdiction
      under the laws of which such Bank is organized or any political
      subdivision or taxing authority thereof or therein, or by any jurisdiction
      in which such Bank's Office where its operations in respect of Eurodollar
      Loans is then located or any political subdivision or taxing authority
      thereof or therein, including changes in the rate of tax on the overall
      net income of such Bank or office and (y) taxes resulting from the
      substitution of any such system by another system of taxation, provided
      that the taxes payable by Banks subject to such other system of taxation
      are not generally charged to borrowers from such other system of taxation
      are not generally charged to borrowers from such Banks having loans or
      advances bearing interest at a rate similar to the Eurodollar Rate);

            (ii) does or shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, or deposits or other liabilities in or for the account of,
      advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Bank which are not otherwise
      included in the determination of the Eurodollar Rate; or

            (iii) does or shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank of
making, converting, renewing or maintaining advances or extensions of credit or
to reduce any amount 
<PAGE>
                                                                              32


receivable hereunder, in each case, in respect of its Eurodollar Loans, then, in
any such case, the Company shall promptly pay such Bank, upon its demand, any
additional amounts necessary to compensate such Bank for such additional cost or
reduced amount receivable which such Bank deems to be material as determined by
such Bank with respect to such Eurodollar Loans, together with interest on each
such amount from the date demanded until payment in full thereof at a rate per
annum equal to the ABR plus the Applicable Margin for ABR Loans.

      (b) In the event that any Change in Law occurring after the date any Bank
becomes a Bank party to this Agreement with respect to any such Bank shall, in
the opinion of such Bank, require that any Commitment of such Bank be treated as
an asset or otherwise be included for purposes of calculating the appropriate
amount of capital to be maintained by such Bank or any corporation controlling
such Bank, and such Change in Law shall have the effect of reducing the rate of
return on such Bank's or such corporation's capital, as the case may be, as a
consequence of such Bank's obligations hereunder to a level below that which
such Bank or such corporation, as the case may be, could have achieved but for
such Change in Law (taking into account such Bank's or such corporation's
policies, as the case may be, with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time following notice by
such Bank to the Company of such Change in Law as provided in paragraph (c) of
this subsection 3.11, within 15 days after demand by such Bank, the Company
shall pay to such Bank such additional amount or amounts as will compensate such
Bank or such corporation, as the case may be, for such reduction.

      (c) If any Bank becomes entitled to claim any additional amounts pursuant
to this subsection 3.11, it shall promptly notify the Company, through the
Administrative Agent, of the event by reason of which it has become so entitled.
If any Bank has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 3.11, the Company
at any time thereafter may, upon at least three Working Days' notice to the
Administrative Agent (which shall promptly notify the Banks thereof), and
subject to subsection 3.12, prepay (or convert into ABR Loans) all (but not a
part) of the Eurodollar Loans then outstanding. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of paragraph (a) of this
subsection 3.11 with respect to such Bank, it will, if requested by the Company
and to the extent permitted by law or by the relevant Governmental Authority,
endeavor in good faith to avoid or minimize the increase in costs or reduction
in payments resulting from such event (including, without limitation,
endeavoring to change its Eurodollar lending office); provided, however, that
such avoidance or minimization can be made in such a manner that such Bank, in
its sole determination, suffers no economic, legal or regulatory disadvantage.
If any Bank has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (b) of this subsection 3.11, the Company
at any time thereafter may, upon at least five Business Days' notice to the
Administrative Agent (which shall promptly notify the Banks thereof), and
subject to subsection 3.12, reduce or terminate the Revolving Credit Commitments
in accordance with subsection 3.3.

      (d) Each Bank that is not a United States Person (as defined in Section
7701(a)(30) of the Code) for federal income tax purposes (i) represents to the
Company (for 
<PAGE>
                                                                              33


the benefit of the Company and the Administrative Agent) that under applicable
law and treaties in effect on the date hereof or on the date it becomes a Bank
pursuant to subsection 10.6, as the case may be, no taxes are required to be
withheld by the Company or the Administrative Agent with respect to any payments
to be made to such Bank in respect of the Loans, (ii) (a) agrees to furnish to
the Company, with a copy to the Administrative Agent, either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein
such Bank claims entitlement to complete exemption from U.S. federal withholding
tax on all interest payments hereunder) or, (b) in the case of a Bank claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a U.S. Internal
Revenue Service Form W-8 (and, if a Bank delivers a Form W-8, a statement under
the penalties of perjury that such Bank is not a "bank" under Section
881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any Governmental Authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements as of the Effective Date) and (iii) agrees (for the benefit of the
Company and the Administrative Agent), to the extent it may lawfully do so at
such time, to provide the Company, with a copy to the Administrative Agent, a
new Form 4224, Form 1001 or Form W-8 upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with
applicable U.S. laws and regulations and amendments duly executed and completed
by such Bank, and to comply from time to time with all applicable U.S. laws and
regulations with regard to such withholding tax exemption. Notwithstanding any
provision in this subsection 3.11 to the contrary, the Company shall have no
obligation to pay any amount to or for the account of any Bank on account of any
taxes pursuant to this subsection 3.11 to the extent that such amount results
from (i) the failure of any Bank to comply with its obligations pursuant to this
subsection 3.11 or (ii) any representation or warranty made or deemed to be made
by any Bank pursuant to this subsection 3.11(d) proving to have been incorrect,
false or misleading in any material respect when so made or deemed to be made or
(iii) any Change in Law or compliance by any Bank with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority, the effect of which would be to subject to any taxes any
payment made pursuant to this Agreement to any Bank making the representation
and covenants set forth in subsection 3.11(d)(ii)(b), which payment would not be
subject to such taxes were such Bank eligible to make and comply with, and
actually made and complied with, the representation and covenants set forth in
subsection 3.11(d)(ii)(a) hereinabove.

      (e) A certificate in reasonable detail as to any amounts submitted by such
Bank, through the Administrative Agent, to the Company shall be conclusive in
the absence of manifest error. The covenants contained in this subsection 3.11
shall survive the termination of this Agreement and payment of the outstanding
Notes.

      3.12 Indemnity. The Company agrees to indemnify each Bank and to hold such
Bank harmless from any loss or expense which such Bank may sustain or incur as a
consequence of (a) default by the Company in payment of the principal amount of
or interest on any Eurodollar Loans of such Bank, including, but not limited to,
any such loss or expense arising from interest or fees payable by such Bank to
lenders of funds obtained by it in order to make or maintain its Eurodollar
Loans hereunder, (b) default by the Company in making a 
<PAGE>
                                                                              34


borrowing after the Company has given a notice in accordance with subsection 3.1
or in making a conversion of ABR Loans to Eurodollar Loans after the Company has
given notice in accordance with subsection 3.2, (c) default by the Company in
making any prepayment after the Company has given a notice in accordance with
subsection 3.4 or (d) a payment or prepayment of a Eurodollar Loan or conversion
of any Eurodollar Loan into an ABR Loan, in either case on a day which is not
the last day of an Interest Period with respect thereto, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Bank to lenders of funds obtained by it in order to maintain its Eurodollar
Loans hereunder. This covenant shall survive termination of this Agreement and
payment of the outstanding Notes.

      3.13 Replacement of Banks. In the event any Bank requests payments
pursuant to subsections 3.10 or 3.11, the Company may require, at the Company's
expense and subject to subsection 3.12, such Bank to assign, at par plus accrued
interest and fees, without recourse (in accordance with subsection 10.6) all of
its interests, rights and obligations hereunder (including all of its
Commitments and the Loans and other amounts at the time owing to it hereunder
and its Notes) to a bank, financial institution or other entity specified by the
Company; provided that (i) such assignment shall not conflict with or violate
any Requirement of Law, (ii) the Company shall have received the written consent
of the Administrative Agent, which consent shall not unreasonably be withheld,
to such assignment and (iii) the Company shall have paid to the assigning Bank
all monies other than principal, interest and fees accrued and owing hereunder
to it (including pursuant to subsections 3.10 or 3.11).

      SECTION 4. REPRESENTATIONS AND WARRANTIES

      In order to induce the Banks to enter into this Agreement to make Loans
and to induce Chase to issue, and the Participating Banks to participate in, the
Letters of Credit, the Company hereby represents and warrants to each Bank and
the Administrative Agent, as of the Effective Date and as of the date of the
making of any extension of credit hereunder:

      4.1 Financial Condition. (a) The unaudited pro forma consolidated balance
sheet of Holdings and its Subsidiaries as at August 3, 1996 (including the notes
thereto) (the "Pro Forma Balance Sheet"), a copy of which has heretofore been
furnished to each Bank, has been prepared based upon the consolidated balance
sheet of Holdings and its Subsidiaries as of August 3, 1996 and gives effect to
(i) the issuance for cash of $276 million of Convertible Subordinated Notes by
Holdings, (ii) the issuance of the Intercompany Note, (iii) the repayment in
full by the Company of all of the loans (and all other fees, expenses and
interest) outstanding under the Existing Credit Agreement as of the Effective
Date, and (iv) the repayment of $35,000,000 aggregate principal amount of the
Subordinated Notes. The transactions described in clauses (i), (ii), (iii) and
(iv) are hereinafter referred to as the "Refinancing" as though such events had
occurred on and as of August 3, 1996.

      (b) The consolidated balance sheet (the "Balance Sheet") of Holdings and
its consolidated Subsidiaries as at February 3, 1996 and the related
consolidated statements of income and of cash flows for the fiscal year ended on
such date, reported on by Coopers & 
<PAGE>
                                                                              35


Lybrand, copies of which have heretofore been furnished to each Bank, are
complete and correct and present fairly in accordance with GAAP the consolidated
financial condition of Holdings and its consolidated Subsidiaries as at such
date, and the consolidated results of their operations and their consolidated
cash flows for the fiscal year then ended. The unaudited consolidated balance
sheet of Holdings and its consolidated Subsidiaries as at August 3, 1996 and the
related unaudited consolidated statements of income and of cash flows for the
six-month period ended on such date, certified by a Responsible Officer, copies
of which have heretofore been furnished to each Bank, are complete and correct
and present fairly the consolidated financial condition of Holdings and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the six-month period then ended
(subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein). Neither Holdings nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Contingent Obligation, contingent liability or liability for
taxes, or any long-term lease or unusual forward or long-term commitment,
including, without limitation, any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or in
the notes thereto. During the period from February 3, 1996 to and including the
Effective Date there has been no sale, transfer or other disposition by the
Company or any of its consolidated Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any capital stock of any other Person) material in relation
to the consolidated financial condition of the Company and its consolidated
Subsidiaries at February 3, 1996.

      4.2 Corporate Existence; Compliance with Law. The Company and each
Domestic Subsidiary of the Company (a) is duly organized or formed and validly
existing under the laws of the state of its incorporation or formation, (b) has
full power and authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable it to use its name and
to own, lease or otherwise hold its properties and assets and to carry on its
business as presently conducted other than such franchises, licenses, permits,
authorizations and approvals the lack of which, individually or in the
aggregate, would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing
to do business in each jurisdiction in which the nature of its business or the
ownership, leasing or holding of its properties makes such qualification
necessary, except such jurisdictions where the failure so to qualify would not
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries, taken
as a whole, and (d) is in compliance with all applicable statutes, laws,
ordinances, rules, orders and regulations of any governmental authority or
instrumentality, domestic or foreign (including, without limitation, those
related to asbestos, petroleum and hazardous wastes and substances), except
where noncompliance would not have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole. The Company has not received any
written communication from a governmental authority that alleges that the
Company or any of its Subsidiaries is not in compliance, in all 
<PAGE>
                                                                              36


material respects, with all material federal, state, local or foreign laws,
ordinances, rules and regulations.

      4.3 Corporate Power; Authorization. The Company and each Subsidiary of the
Company have power and authority to make, deliver and perform the Credit
Documents to which it is a party, and the Company has the corporate power and
authority and legal right to borrow hereunder and to have Letters of Credit
issued for its account hereunder. Holdings, the Company and each Subsidiary of
the Company have taken all necessary action to authorize the execution, delivery
and performance of the Credit Documents to which it is a party and the Company
has taken all necessary corporate action to authorize the borrowings hereunder
and the issuance of Letters of Credit for its account hereunder. No consent or
authorization of, or filing with, any Person (including, without limitation, any
Governmental Authority) is required in connection with the execution, delivery
or performance by Holdings, the Company or any of the Company's Subsidiaries, or
for the validity or enforceability against Holdings, the Company or any of the
Company's Subsidiaries, of any Credit Document except for the consents,
authorizations and filings which have been obtained or made and are in full
force and effect.

      4.4 Enforceable Obligations. Each Credit Document has been duly executed
and delivered on behalf of Holdings, the Company or any Subsidiary of the
Company that is party thereto and constitutes the legal, valid and binding
obligation of Holdings, the Company or such Subsidiary, as the case may be, and
is enforceable against Holdings, the Company or such Subsidiary in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).

      4.5 No Legal Bar. The execution, delivery and performance of each Credit
Document and the use of the proceeds of the Loans and of drawings under the
Letters of Credit will not violate any Requirement of Law or any Contractual
Obligation applicable to or binding upon Holdings, the Company or any Subsidiary
of the Company or any of their respective properties or assets, in any manner
which, individually or in the aggregate, (i) would have a material adverse
effect on the ability of Holdings, the Company or any such Subsidiary to perform
its obligations under the Credit Documents to which it is a party, (ii) would
give rise to any liability on the part of the Administrative Agent or any Bank,
or (iii) would have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole, and will not result in the creation or imposition
of any Lien on any of its properties or assets pursuant to any Requirement of
Law applicable to it, as the case may be, or any of its Contractual Obligations,
except for the Liens arising under the Pledge Agreements and the Security
Agreements.

      4.6 No Material Litigation. No litigation by, investigation known to the
Company or proceeding of, any Governmental Authority is pending against the
Company or any of its Subsidiaries with respect to the validity, binding effect
or enforceability of any Credit Document or with respect to the Loans made
hereunder, the use of proceeds thereof or 
<PAGE>
                                                                              37


of any drawings under a Letter of Credit and the other transactions contemplated
hereby or is reasonably likely, if adversely decided, to have a material adverse
effect on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries, taken as a whole.

      4.7 Investment Company Act. Neither Holdings, the Company nor any
Subsidiary of the Company is an "investment company" or a company "controlled"
by an "investment company" (as each of the quoted terms is defined or used in
the Investment Company Act of 1940, as amended).

      4.8 Federal Regulation. No part of the proceeds of any of the Loans or any
drawing under a Letter of Credit will be used for any purpose which violates, or
which would be inconsistent with, the provisions of Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System. Neither the Company nor
any of its Subsidiaries is engaged or will engage, principally or as one of its
important activities, in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under said Regulation U.

      4.9 No Default. Neither the Company nor any Subsidiary is in default under
any material judgment, order or decree of any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, applicable to it or any of its respective properties, assets,
operations or business or under any Contractual Obligation which, in either
case, would be materially adverse to the business, assets, condition (financial
or otherwise) or results of operations of the Company and its Subsidiaries,
taken as a whole.

      4.10 Taxes. (a) The Company and each of the Subsidiaries, and any
affiliated group, within the meaning of Section 1504 of the Code, of which the
Company or any Subsidiary is or has been a member, has filed or caused to be
filed in a timely manner (within any applicable extension periods) all material
tax returns, reports and forms required to be filed by the Code or by applicable
state, local or foreign tax laws, (b) all taxes shown to be due on such tax
returns, reports and forms have been or will be timely paid in full (other than
any the amount of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves (or other sufficient
provisions) in conformity with GAAP have been provided on the books of the
Company or its Subsidiaries, as the case may be) and (c) no tax liens have been
filed and no material claims are being asserted in writing with respect to any
taxes.

      4.11 Subsidiaries. The Subsidiaries of the Company listed on Schedule III
constitute all of the Domestic Subsidiaries of the Company and the Subsidiaries
listed on Schedule IV constitute all of the Foreign Subsidiaries of the Company
as of the Effective Date.

      4.12 Ownership of Property; Liens. Subject to transfers and dispositions
of property permitted under subsection 7.5, the Company or a Subsidiary of the
Company has good and valid title to all material assets (other than real
property or interests in real property) reflected on the Balance Sheet (as
defined in subsection 4.1(b)) or thereafter acquired, except those since sold or
otherwise disposed of in accordance with the terms 
<PAGE>
                                                                              38


hereof, in each case free and clear of all mortgages, liens, security interests
or encumbrances of any nature whatsoever except Permitted Liens and other
imperfections of title or other encumbrances, if any, which imperfections of
title or other encumbrances do not, individually or in the aggregate, materially
impair the continued use and operation of the assets to which they relate in the
business of the Company and its Subsidiaries, taken as a whole, as presently
conducted. With respect to real property or interests in real property, the
Company or a Subsidiary of the Company has (i) good and insurable fee title to
all real property and interests in real property owned by the Company or a
Subsidiary of the Company and (ii) good and valid title to the leasehold estates
in all real property and interests in real property leased by the Company or a
Subsidiary of the Company (each, a "Leased Property," each such property that is
owned and each Leased Property is referred to individually as a "Company
Property" in this Section 4.12), in each case free and clear of all mortgages,
liens, security interests, easements, covenants, rights-of-way and other similar
restrictions of any nature whatsoever, except (A) Permitted Liens, (B)
easements, covenants, rights of way and other similar restrictions of record,
(C) any conditions that may be shown by a current, accurate survey or physical
inspection of any Company Property, (D) (i) zoning, building and other similar
restrictions, (ii) mortgages, liens, security interests or encumbrances that
have been placed by any developer, landlord or other third party on property
over which the Company or any Subsidiary of the Company has easement rights or
on any Leased Property and subordination or similar agreements relating thereto
and (iii) unrecorded easements, covenants, rights-of-way or other similar
restrictions, none of which items set forth in clauses (i), (ii) and (iii),
individually or in the aggregate, materially impair the continued use and
operation of the property to which they relate in the business of the Company
and its Subsidiaries, taken as a whole, as presently conducted and (E) Liens
incurred in connection with the Real Estate Financing or any refinancing
thereof.

      4.13 ERISA. None of the Company or any Subsidiary or any corporation or
trade or business (whether or not incorporated) which would be treated as a
member of the controlled group of the Company under Section 4001(a)(14) of ERISA
(hereinafter, "controlled group"), would be liable for any amount pursuant to
Sections 4062, 4063 or 4064 of ERISA, if any Plan were to terminate.

      Neither the Company nor any member of its controlled group has been
involved in any transaction that would cause the Company to be subject to
liability with respect to a Plan to which the Company or any member of its
controlled group contributed or was obligated to contribute during the six-year
period ending on the Effective Date under Sections 4062, 4069 or 4212(c) of
ERISA. Neither the Company nor any member of its controlled group has incurred
any material liability under Title IV of ERISA which could become or remain a
liability of the Company after the Effective Date.

      Neither the Company nor any Subsidiary, nor solely with respect to Section
409 and 502(l) of ERISA, to the best knowledge of the Company, any director,
officer or employee of either, or any of the Plans, or any trust created
thereunder, or any trustee or administrator thereof, has engaged in a
transaction in connection with which the Company or any Subsidiary could be
subject to either a material liability or civil penalty assessed pursuant to
Sections 409, 502(i) or 502(l) of ERISA or a material tax imposed pursuant to
Sections 
<PAGE>
                                                                              39


4975 or 4976 of the Code. Each of the Plans has been operated and administered
in all material respects in accordance with applicable laws, including but not
limited to ERISA and the Code. There are no material pending or, to the best
knowledge of the Company, threatened claims by or on behalf of any of the Plans
or any fiduciary, by any employee or beneficiary covered under any such Plan or
fiduciary, or otherwise involving any such Plan or fiduciary (other than routine
claims for benefits).

      No event has occurred with respect to any Plan that is a multiemployer
plan (as defined in Section 4001(a)(3) of ERISA) which presents a material risk
of a complete or partial withdrawal under Subtitle E of Title IV of ERISA, nor
has the Company or any member of its controlled group been notified that any
such Plan is insolvent or in reorganization within the meaning of Section 4241
of ERISA. Neither the Company nor any Subsidiary has been a party to any
transaction or agreement to which the provisions of Section 4204 of ERISA were
applicable.

      Neither the Company nor any Subsidiary is obligated to contribute, on
behalf of any current or former employee of the Company, to a Multiemployer
Plan.

      None of the Plans or any trust established thereunder has incurred any
"accumulated funding deficiency" (as defined in Section 302 of ERISA and Section
412 of the Code), whether or not waived, as of the last day of the most recent
fiscal year of each of the Plans. No contribution failure has occurred with
respect to any Plan sufficient to give rise to a lien under Section 302(f) of
ERISA.

      4.14 Collateral Documents Subject to subsection 10.12:

      (a) Each of the Pledge Agreements is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Banks, a legal, valid and
enforceable security interest in the pledged stock described therein and such
security interests constitute perfected first liens on, and security interests
in, all right, title and interest of the pledgor party thereto in the pledged
stock described therein.

      (b) Each of the Security Agreements is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Banks, a legal, valid and
enforceable security interest in the collateral described therein and Uniform
Commercial Code financing statements have been filed in each of the
jurisdictions listed on Schedule VIII and such security interests constitute
perfected liens on, and security interests in, all right, title and interest of
the debtor party thereto in the collateral described therein.

      (c) Each of the Mortgages is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Banks, a legal, valid and
enforceable security interest in the collateral described therein and such
Mortgages have been filed in each of the jurisdictions listed therein and such
security interests will constitute perfected liens on, and security interests
in, all right, title and interest of the mortgagor party thereto in the
collateral described therein.
<PAGE>
                                                                              40


      4.15 Patents, Copyrights, Permits and Trademarks, Licenses and Leases.
Schedule XII sets forth a true and complete list, as of the Effective Date, of
all material patents, trademarks (registered or unregistered), trade names,
service marks and copyrights and applications therefor owned, used or filed by
or licensed to the Company and its Subsidiaries and, with respect to registered
trademarks, contains a list, as of the Effective Date, of all jurisdictions in
which such trademarks are registered or applied for and all registration and
application numbers. Except as disclosed on Schedule XII, the Company or a
Subsidiary of the Company owns or has the right to use, without payment to any
other party, the patents, trademarks (registered or unregistered), trade names,
service marks, copyrights and applications therefor referred to in such
Schedule. Except as set forth on Schedule XII, to the best knowledge of the
Company, no claims are pending by any person with respect to the ownership,
validity, enforceability or use of any such patents, trademarks (registered or
unregistered), trade names, service marks, copyrights, or applications therefor,
challenging or questioning the validity or effectiveness of any of the
foregoing, in any jurisdiction, domestic or foreign.

      SECTION 5. CONDITIONS PRECEDENT

      5.1 Conditions to Effectiveness. The effectiveness of the Agreement and
the obligation of each Bank to make its Loans, and the obligation of Chase to
issue any Letter of Credit, on the Effective Date are subject to the
satisfaction, or waiver by such Bank of the following conditions on or prior to
December 31, 1996 (the date on which such conditions are so satisfied or waived,
the "Effective Date"):

            (a) Agreement; Notes. The Administrative Agent shall have received
      (i) a counterpart of this Agreement for each Bank duly executed and
      delivered by a duly authorized officer of the Company and (ii) for the
      account of each requesting Bank a Revolving Credit Note (which in the case
      of an Existing Lender shall be delivered in exchange for its outstanding
      notes under the Existing Credit Agreement).

            (b) Credit Document Amendments. The Administrative Agent shall have
      received from each Credit Party with respect to the Credit Documents to
      which it is a party: an acknowledgment and consent to the execution,
      delivery and performance of this Agreement and the transactions
      contemplated hereby substantially in the form of Exhibit G.

            (c) Legal Opinion. The Administrative Agent shall have received,
      dated the Effective Date and addressed to the Administrative Agent and the
      Banks, an opinion of Gibson, Dunn & Crutcher, counsel to Holdings and the
      Company, in substantially the form of Exhibit B with such changes thereto
      as may be approved by and otherwise in form and substance reasonably
      satisfactory to the Administrative Agent and its counsel.

            (d) Closing Certificates. The Administrative Agent shall have
      received a Closing Certificate of each of the Company and Holdings, dated
      the Effective Date, in 
<PAGE>
                                                                              41


      substantially the form of Exhibit C-1 and C-2, as the case may be, with
      appropriate insertions and attachments, in form and substance reasonably
      satisfactory to the Administrative Agent and its counsel, executed by the
      President or any Vice President and the Secretary or any Assistant
      Secretary of the Company and Holdings, respectively.

            (e) Refinancing. The Administrative Agent shall have received
      evidence satisfactory to it that the Refinancing shall have been
      consummated prior to or on the Effective Date.

            (f) No Violation. The consummation of the transactions contemplated
      hereby shall not contravene, violate or conflict with, nor involve any
      Bank in a violation of, any Requirement of Law.

            (g) Consents, Authorizations and Filings, etc. All consents,
      authorizations and filings, if any, (i) required in connection with the
      execution, delivery and performance by the Company, Holdings or any
      Subsidiary of the Company, and the validity and enforceability against the
      Company, Holdings or any Subsidiary of the Company, of the Credit
      Documents to which it is a party and (ii) required or in the reasonable
      discretion of the Administrative Agent, advisable in connection with the
      Refinancing and the continuing operations of the Company and its
      Subsidiaries, shall have been obtained or made, and such consents,
      authorizations and filings shall be in full force and effect, except such
      consents, authorizations and filings the failure to obtain which would not
      be reasonably expected to have a material adverse effect on the business,
      assets, condition (financial or otherwise) or results of operations of the
      Company and its Subsidiaries, taken as a whole.

            (h) Other Agreements. The Administrative Agent shall have received
      each additional document or instrument reasonably requested by the Banks.

            (i) Insurance. The Administrative Agent shall have received a
      schedule describing all insurance maintained by the Company and its
      Subsidiaries pursuant to subsection 6.5.

            (j) Financial Statements. The Administrative Agent shall have
      received copies of (i) the Balance Sheet and (ii) the Pro Forma Balance
      Sheet and the other financial statements described in subsection 4.1.

            (k) Fees. The Administrative Agent shall have received the fees
      referred to in subsection 3.7.

            (l) Actions to Perfect Liens. The Administrative Agent shall have
      received evidence in form and substance satisfactory to it that all
      filings, recordings, registrations and other actions, including, without
      limitation, the filing of duly executed financing statements on form UCC-1
      or any trademark or copyright filings, necessary or, in the reasonable
      opinion of the Administrative Agent, desirable to insure 
<PAGE>
                                                                              42


      the continued perfection of the Liens created by the Security Agreements
      shall have been completed.

      5.2 Conditions to All Loans and Letters of Credit. The obligation of each
Bank to make any Loan (other than any Revolving Credit Loan the proceeds of
which are to be used to repay Refunded Swing Line Loans) and the obligation of
Chase to issue any Letter of Credit is subject to the satisfaction of the
following conditions precedent on the relevant Borrowing Date including the
Effective Date:

            (a) Representations and Warranties. Each of the representations and
      warranties made in or pursuant to Section 4 or which are contained in any
      other Credit Document shall be true and correct in all material respects
      on and as of the date of such Loan or of the issuance of such Letter of
      Credit as if made on and as of such date (unless stated to relate to a
      specific earlier date, in which case, such representations and warranties
      shall be true and correct in all material respects as of such earlier
      date). Since February 3, 1996, there shall have been no material adverse
      change in the business, assets, condition (financial or otherwise) or
      results of operations of the Company and its Subsidiaries, taken as a
      whole.

            (b) No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing on such Borrowing Date or after
      giving effect to such Loan to be made or such Letter of Credit to be
      issued on such Borrowing Date.

Each borrowing by the Company hereunder and the issuance of each Letter of
Credit by Chase hereunder shall constitute a representation and warranty by the
Company as of the date of such borrowing or issuance that the conditions in
clauses (a) and (b) and of this subsection 5.2 have been satisfied.

      SECTION 6. AFFIRMATIVE COVENANTS

      The Company hereby agrees that, so long as the Commitments remain in
effect, any Loan or L/C Obligation remains outstanding and unpaid, any amount
(unless cash in an amount equal to such amount has been deposited to a cash
collateral account established by the Administrative Agent) remains available to
be drawn under any Letter of Credit or any other amount is owing to any Bank, or
the Administrative Agent hereunder, the Company shall, and, in the case of the
agreements contained in subsections 6.3 through 6.6 and 6.8 shall cause each of
its Subsidiaries to:

      6.1 Financial Statements. Furnish to the Administrative Agent (with
sufficient copies for each Bank):

            (a) as soon as available, but in any event within 95 days after the
      end of each fiscal year of Holdings (i) a copy of the consolidated balance
      sheets of Holdings and its consolidated Subsidiaries as at the end of such
      fiscal year and the related consolidated statements of stockholders'
      equity and cash flows and the consolidated 
<PAGE>
                                                                              43


      statements of income of Holdings and its Subsidiaries for such fiscal
      year, setting forth in each case in comparative form the figures for the
      previous year and, (ii) in the case of the consolidated balance sheet
      referred to above, reported on, without a "going concern" or like
      qualification or exception, or qualification arising out of the scope of
      the audit, or qualification which would affect the computation of
      financial covenants, by independent certified public accountants of
      nationally recognized standing;

            (b) as soon as available, but in any event not later than 50 days
      after the end of each of the first three quarterly periods of each fiscal
      year of Holdings, the unaudited consolidated balance sheets of Holdings
      and its Subsidiaries as at the end of each such quarter and the related
      unaudited consolidated statements of income and cash flows of Holdings and
      its Subsidiaries for such quarterly period and the portion of the fiscal
      year of Holdings through such date, setting forth in each case in
      comparative form the figures for the corresponding quarter in, and year to
      date portion of, the previous year, certified by the chief financial
      officer, treasurer or the senior vice president of finance of Holdings as
      being fairly stated in all material respects;

            (c) as soon as available, but in any event within 45 days prior to
      the beginning of each fiscal year of Holdings to which such budget
      relates, a preliminary consolidated operating budget for Holdings and its
      Subsidiaries taken as a whole; and as soon as available, any material
      revision to or any final revision of, any such preliminary annual
      operating budget or any such consolidated operating budget, in each case
      as adopted by the Board of Directors of Holdings;

            (d) as soon as practicable, and in any event within 50 days after
      the end of each fiscal quarter a report in reasonable detail as to the
      aggregate amount of the credit card receivables of Holdings and its
      Subsidiaries on the last day or Business Day of such fiscal quarter;

            (e) until such time as the Remaining Strategic Capital Amount is
      zero, concurrently with delivery of any financial statement pursuant to
      subsection 6.1(a) or (b), deliver to the Administrative Agent (with
      sufficient copies for each Bank requesting the same) a certificate of a
      Responsible Officer showing for the applicable fiscal period (i) the
      aggregate amount of acquisitions made in accordance with subsection
      7.6(m), (ii) the aggregate amount of Capital Expenditures made in
      accordance with the last sentence of subsection 7.7 and (iii) the
      Remaining Strategic Capital Amount as of the end of such fiscal period;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c), (d) and (e) of this subsection
6.1) in accordance with GAAP. The financial statements of Holdings included or
incorporated in any Form 10-K or Form 10-Q filed by Holdings with the Securities
and Exchange Commission will if timely furnished to the Banks satisfy the
requirements of subsections 6.1(a)(i) or 6.1(b) respectively.
<PAGE>
                                                                              44


      6.2 Certificates; Other Information. Furnish to the Administrative Agent
(with sufficient copies for each Bank):

            (a) concurrently with the delivery of the consolidated financial
      statements referred to in subsection 6.1(a), a letter from the independent
      certified public accountants reporting on such financial statements
      stating that in making the examination necessary to express their opinion
      on such financial statements no knowledge was obtained of any Default or
      Event of Default, except as specified in such letter;

            (b) concurrently with the delivery of the financial statements
      referred to in subsections 6.1(a) and (b), a certificate of the chief
      financial officer of the Company (i) stating that, to the best of such
      officer's knowledge, each of Holdings, the Company and their respective
      Subsidiaries has observed or performed all of its covenants and other
      agreements, and satisfied every condition, contained in this Agreement,
      the Notes and the other Credit Documents to be observed, performed or
      satisfied by it, and that such officer has obtained no knowledge of any
      Default or Event of Default except as specified in such certificate, (ii)
      showing in detail as of the end of the related fiscal period the figures
      and calculations supporting such statement in respect of clause (b) of
      subsection 7.3, subsections 7.7, 7.8 and 7.9, (iii) if not specified in
      the financial statements delivered pursuant to subsection 6.1, specifying
      the aggregate amount of interest paid or accrued by Holdings, the Company
      and their respective Subsidiaries, and the aggregate amount of
      depreciation, depletion and amortization charged on the books of Holdings,
      the Company and their Subsidiaries, during such accounting period and (iv)
      listing all Contingent Obligations of the type described in clause (a) of
      subsection 7.3 and all Indebtedness in each case incurred since the date
      of the previous consolidated balance sheet of Holdings;

            (c) promptly upon their becoming available, copies of all financial
      statements, reports, notices and proxy statements sent or made available
      generally by the Company or any of its Subsidiaries and all regular and
      periodic reports and all final registration statements and final
      prospectuses, if any, filed by the Company or any of its Subsidiaries with
      any securities exchange or with the Securities and Exchange Commission or
      any Governmental Authority succeeding to any of its functions; and

            (d) promptly, such additional financial and other information as any
      Bank may from time to time reasonably request.

      6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations and liabilities of whatever nature, except (a) when the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or any of its Subsidiaries, as the case may
be, (b) for delinquent obligations which do not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole and (c) for
trade and other 
<PAGE>
                                                                              45


accounts payable in the ordinary course of business in accordance with customary
trade terms and which are not overdue for a period of more than 90 days (or any
longer period if longer payment terms are accepted in the ordinary course of
business) or, if overdue for more than 90 days (or such longer period), as to
which a dispute exists and adequate reserves in conformity with GAAP have been
established on the books of the Company and its Subsidiaries, as the case may
be.

      6.4 Conduct of Business and Maintenance of Existence. Continue to engage
in business of the same general type as now conducted by it, and preserve, renew
and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges, franchises, copyrights,
trademarks and trade names necessary or desirable in the normal conduct of its
business except for rights, privileges, franchises, copyrights, trademarks and
tradenames the loss of which would not in the aggregate have a material adverse
effect on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole, and except as
otherwise permitted by subsections 7.4 and 7.5; and comply with all applicable
Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole.

      6.5 Maintenance of Property; Insurance. (a) Keep all material property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

      (b) Maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and with only such
deductibles as are usually maintained by, and against at least such risks (but
including, in any event, public liability and product liability insurance) as
are usually insured against in the same general area, by companies engaged in
the same or a similar business; and furnish to the Administrative Agent, (i)
annually, a schedule disclosing (in a manner substantially similar to that used
in the schedule provided pursuant to subsection 5.1(i)) all insurance against
products liability risk maintained by the Company and its Subsidiaries pursuant
to this subsection 6.5(b) or otherwise and (ii) upon written request of the
Administrative Agent, full information as to the insurance carried; provided
that the Company may implement programs of self insurance in the ordinary course
of business and in accordance with industry standards for a company of similar
size so long as reserves are maintained in accordance with GAAP for the
liabilities associated therewith.

      6.6 Inspection of Property; Books and Records; Discussions. Keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities which
permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law; and permit representatives of the Administrative Agent upon
reasonable notice to visit and inspect any of its properties and examine and
make abstracts from any of its books and records at any reasonable time and as
often as may reasonably be desired upon reasonable notice, and to discuss the
business, operations, properties and financial and other condition of the
Company 
<PAGE>
                                                                              46


and its Subsidiaries with officers and employees thereof and with their
independent certified public accountants.

      6.7 Notices. Promptly give notice to the Administrative Agent and each
Bank:

            (a) of the occurrence of any Default or Event of Default;

            (b) of any (i) default or event of default under any instrument or
      other agreement, guarantee or collateral document of Holdings or any of
      its Subsidiaries which default or event of default has not been waived and
      would have a material adverse effect on the business, assets, condition
      (financial or otherwise) or results of operations of Holdings and its
      Subsidiaries taken as a whole, or any other default or event of default
      under any such instrument, agreement, guarantee or other collateral
      document which, but for the proviso to clause (e) of Section 8, would have
      constituted a Default or Event of Default under this Agreement, or (ii)
      litigation, investigation or proceeding which may exist at any time
      between Holdings or any of its Subsidiaries and any Governmental
      Authority, or receipt of any notice of any environmental claim or
      assessment against Holdings or any of its Subsidiaries by any Governmental
      Authority, which in any such case would have a material adverse effect on
      the business, assets, condition (financial or otherwise) or results of
      operations of Holdings and its Subsidiaries taken as a whole;

            (c) of any litigation or proceeding affecting Holdings or any of its
      Subsidiaries (i) in which more than $10,000,000 of the amount claimed is
      not covered by insurance or (ii) in which injunctive or similar relief is
      sought which if obtained would have a material adverse effect on the
      business, assets, condition (financial or otherwise) or results of
      operations of Holdings and its Subsidiaries taken as a whole;

            (d) of the following events, as soon as practicable after, and in
      any event within 30 days after, Holdings or the Company knows or has
      reason to know thereof: (i) the occurrence of any Reportable Event with
      respect to any Single Employer Plan which Reportable Event could have a
      material adverse effect on the business, assets, condition (financial or
      otherwise) or results of operations of Holdings and its Subsidiaries taken
      as a whole, or (ii) the institution of proceedings or the taking of any
      other action by PBGC, Holdings, the Company or any Commonly Controlled
      Entity to terminate, withdraw or partially withdraw from any Plan and,
      with respect to a Multiemployer Plan, the Reorganization or Insolvency of
      the Plan, in each of the foregoing cases which could have a material
      adverse effect on the business, assets, condition (financial or otherwise)
      or results of Holdings and its Subsidiaries taken as a whole, and in
      addition to such notice, deliver to the Administrative Agent and each Bank
      whichever of the following may be applicable: (A) a certificate of the
      chief financial officer of Holdings or the Company setting forth details
      as to such Reportable Event and the action that Holdings, the Company or
      such Commonly Controlled Entity proposes to take with respect thereto,
      together with a copy of any notice of such Reportable Event that may be
      required to be filed with PBGC, or (B) 
<PAGE>
                                                                              47


      any notice delivered by PBGC evidencing its intent to institute such
      proceedings or any notice to PBGC that such Plan is to be terminated, as
      the case may be; and

            (e) of a material adverse change known to Holdings or its
      Subsidiaries in the business, assets, condition (financial or otherwise)
      or results of operations of Holdings and its Subsidiaries taken as a
      whole.

Each notice pursuant to this subsection 6.7 shall be accompanied by a statement
of the chief executive officer, chief operating officer or chief financial
officer of Holdings or the Company setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating what
action Holdings or the Company proposes to take with respect thereto.

      6.8 Dividends by Real Estate Holding Subsidiaries. Cause each Real Estate
Holding Subsidiary to distribute to the Company or a Subsidiary of the Company
(other than a Real Estate Holding Subsidiary), no less frequently than
semi-annually, an amount equal to the excess of (A) the aggregate rent paid by
the Company and its Subsidiaries (other than a Real Estate Holding Subsidiary)
to the Real Estate Holding Subsidiaries under leases of real property, over (B)
the sum of (i) aggregate principal and interest expense of such Real Estate
Holding Subsidiary in respect of Indebtedness incurred in connection with the
Real Estate Financing, plus (ii) aggregate operating expenses of such Real
Estate Holding Subsidiary and not previously distributed to the Company or a
Subsidiary of the Company (other than a Real Estate Holding Subsidiary), to the
extent (x) such distributions are not prohibited by any indenture, note,
mortgage or other loan document or instrument entered into by such Real Estate
Holding Subsidiary in connection with the Real Estate Financing, or (y) such
distributions are not then prohibited by applicable law.

      SECTION 7. NEGATIVE COVENANTS

      The Company hereby agrees that, so long as the Commitments remain in
effect, any Loan or L/C Obligation remains outstanding and unpaid, any amount
(unless cash in an amount equal to such amount has been deposited to a cash
collateral account established by the Administrative Agent) remains available to
be drawn under any Letter of Credit or any other amount is owing to any Bank, or
the Administrative Agent hereunder:

      7.1 Real Estate Financings; Other Letters of Credit. None of the Company
or any of its Subsidiaries shall create, incur, assume or suffer to exist any:

            (a) Indebtedness pursuant to the Real Estate Financings in excess of
      $500,000,000 in the aggregate at any time; and

            (b) Indebtedness in respect of letters of credit (other than Letters
      of Credit) having an aggregate undrawn face amount at any time
      outstanding, together with the aggregate amount of any drawings thereunder
      not yet reimbursed by the Company or a Subsidiary of the Company to the
      issuing bank thereof, in excess of $25,000,000.
<PAGE>
                                                                              48


            7.2 Limitation on Liens. None of the Company or any of its
Subsidiaries shall create, incur, assume or suffer to exist any Lien upon any of
its property, assets, income or profits, whether now owned or hereafter
acquired, except:

            (a) Liens for taxes, assessments or other governmental charges not
      yet delinquent or which are being contested in good faith and by
      appropriate proceedings if adequate reserves with respect thereto are
      maintained on the books of the Company or such Subsidiary, as the case may
      be, in accordance with GAAP;

            (b) carriers', warehousemen's, mechanics', landlords',
      materialmen's, repairmen's or other like Liens arising in the ordinary
      course of business in respect of obligations which are not yet due or
      which are bonded or which are being contested in good faith and by
      appropriate proceedings if adequate reserves with respect thereto are
      maintained on the books of the Company or such Subsidiary, as the case may
      be, in accordance with GAAP;

            (c) pledges or deposits in connection with workmen's compensation,
      unemployment insurance and other social security legislation;

            (d) deposits to secure the performance of bids, tenders, trade or
      government contracts (other than for borrowed money), leases, licenses,
      statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of a like nature incurred in the ordinary course of
      business;

            (e) easements (including, without limitation, reciprocal easement
      agreements), rights-of-way, building, zoning and similar restrictions,
      utility agreements, covenants, reservations, restrictions, encroachments,
      changes, and other similar encumbrances or title defects incurred, or
      leases or subleases granted to others, in the ordinary course of business,
      which do not interfere with or adversely affect in any material respect
      the ordinary conduct of the business of the Company and its Subsidiaries
      taken as a whole;

            (f) Liens in favor of the Banks pursuant to the Credit Documents and
      bankers' liens arising by operation of law;

            (g) Liens on property of the Company or any of its Subsidiaries
      created solely for the purpose of securing Indebtedness representing or
      incurred to finance, refinance or refund the purchase price of property or
      operating leases, provided that no such Lien shall extend to or cover
      other property of the Company or such Subsidiary other than the respective
      property so acquired, and the principal amount of Indebtedness secured by
      any such Lien shall at no time exceed the original purchase price of such
      property;

            (h) Liens existing on the Effective Date and described in Schedule
      VI;
<PAGE>
                                                                              49


            (i) Liens on assets of Persons which become Subsidiaries of the
      Company after the Closing Date, provided that such Liens exist at the time
      such Persons became or become Subsidiaries and were or are not created in
      anticipation thereof, and provided further that no such Lien shall extend
      to or cover other property of such Subsidiary other than the assets
      subject to such Liens at the time such Person becomes a Subsidiary of the
      Company;

            (j) Liens on documents of title and the property covered thereby
      securing Indebtedness in respect of the Commercial L/Cs;

            (k) additional Liens securing Indebtedness or other obligations of
      the Company and/or any of its Subsidiaries which do not exceed $20,000,000
      in the aggregate at any one time outstanding; provided that no such Lien
      shall encumber any Pledged Stock or Pledged Notes (as defined in any
      Pledge Agreement) under any of the Pledge Agreements;

            (l) Liens incurred in connection with Real Estate Financings;

            (m) Liens on accounts receivable of the Company or any of its
      Subsidiaries incurred in connection with Accounts Receivable Financings;

            (n) (i) mortgages, liens, security interests, restrictions,
      encumbrances or any other matter of record that have been placed by any
      developer, landlord or other third party on property over which the
      Company or any Subsidiary of the Company has easement rights or on any
      Leased Property and subordination or similar agreements relating thereto
      and (ii) any condemnation or eminent domain proceedings affecting any real
      property;

            (o) Liens in connection with general liability exposure of the
      Company and its Subsidiaries;

            (p) Liens securing Indebtedness permitted under subsection 7.1(b);

            (q) Liens in respect of Indebtedness of the Company and its
      Subsidiaries for industrial revenue bonds, for capitalized lease
      obligations and for the deferred purchase price of newly acquired property
      of the Company and its Subsidiaries whether payable to a third party or
      otherwise, provided that in the case of Liens in respect of Indebtedness
      for the deferred purchase price of newly acquired property, no such Lien
      shall extend to or cover other property of the Company or such Subsidiary
      other than the property so acquired;

            (r) Liens on real property that are junior to Liens securing the
      Commercial Mortgage Pass-Through Certificates issued by the Fifth Avenue
      Capital Trust on May 12, 1995 or any refinancings thereof.

            7.3 Limitation on Contingent Obligations. None of the Company or any
of its Subsidiaries shall create, incur, assume or suffer to exist any
Contingent Obligation except:
<PAGE>
                                                                              50


            (a) Contingent Obligations in respect of Indebtedness representing
      or incurred to finance, refinance or refund the purchase price of
      property;

            (b) guarantees by the Company or any of its Subsidiaries, in an
      amount up to $10,000,000 at any one time outstanding incurred in the
      ordinary course of business or for the guarantee of employee obligations;

            (c) guarantees by the Company of the obligations of its Subsidiaries
      (other than Real Estate Holding Companies), or by the Subsidiaries of the
      Company of the obligations of the Company or another Subsidiary of the
      Company (other than Real Estate Holding Companies) in the ordinary course
      of business;

            (d) Contingent Obligations existing on the Effective Date and
      described in Schedule VI;

            (e) Contingent Obligations in respect of foreign currency exchange
      contracts permitted by subsection 7.12;

            (f) Contingent Obligations incurred in connection with any Real
      Estate Financing (i) by the Company in favor of the Real Estate Holding
      Subsidiaries, in respect of obligations of Subsidiaries of the Company
      (other than Real Estate Holding Subsidiaries) arising under leases of real
      property, and (ii) by any Real Estate Holding Subsidiary, in respect of
      Indebtedness incurred by any other Real Estate Holding Subsidiary in
      connection with any Real Estate Financing;

            (g) Contingent Obligations in respect of Indebtedness of the Company
      and its Subsidiaries incurred after the Closing Date for industrial
      revenue bonds, for capitalized lease obligations and for the deferred
      purchase price of newly acquired property of the Company and its
      Subsidiaries whether payable to a third party or otherwise;

            (h) the Subsidiary Guarantee; and

            (i) Contingent Obligations in connection with workmen's compensation
      obligations and general liability exposure of the Company and its
      Subsidiaries.

            7.4 Prohibition of Fundamental Changes. None of the Company or any
of its Subsidiaries shall enter into any merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or make any material change in the present method
of conducting business or engage in any type of business other than of the same
general type now conducted by it, except for (i) the transactions otherwise
permitted pursuant to clause (e) of subsection 7.5 and (ii) the merger of a
Subsidiary of the Company with (A) another Subsidiary of the Company if the
surviving entity in such merger is a party to a Subsidiary Security Agreement
and a Subsidiary Guarantee and neither Subsidiary was a Real Estate Holding
Subsidiary that at such time is obligated for any Indebtedness in connection
with the Real Estate Financing, (B) the Company if the Company is the surviving 

<PAGE>
                                                                              51


entity in such merger and the Subsidiary was not a Real Estate Holding
Subsidiary that at such time is obligated for any Indebtedness in connection
with the Real Estate Financing or (C) another Subsidiary of the Company if
neither Subsidiary is, or was, a party to a Subsidiary Security Agreement or a
Subsidiary Guarantee. No transaction constituting a part of the Real Estate
Financing or a sale or other disposition of any part of the International
Rights shall be prohibited under this subsection 7.4.

            7.5 Prohibition on Sale of Assets. None of the Company or any of
its Subsidiaries shall convey, sell, lease, assign, transfer or otherwise
dispose of any of its property, business or assets (including, without
limitation, tax benefits, receivables and leasehold interests), whether now
owned or hereafter acquired except:

            (a) sales or other dispositions of property or other assets in any
      fiscal year not exceeding, in the aggregate, 10% of Consolidated Net Worth
      at the beginning of such fiscal year; provided that the beginning of the
      fiscal year for 1996 shall be deemed to be August 3, 1996;

            (b) sales or other dispositions of fee or leasehold interests, the
      proceeds of which are used substantially at the same time to acquire
      another fee or leasehold interest in the same geographical area;

            (c) for the sale or other disposition of any tangible personal
      property that, in the reasonable judgment of the Company, has become
      uneconomic, obsolete or worn out, and which is disposed of in the ordinary
      course of business (provided that any such sale made in connection with
      liquidation of personal property used in connection with any store or
      stores that the Company determines to close or otherwise cease to operate
      shall be considered to be a disposition of such personal property in the
      ordinary course of business provided, further, that this proviso shall not
      apply to the closing or ceasing to operate of more than ten full line
      stores in any one transaction or series of related transactions without
      the consent of the Required Banks);

            (d) for sales or other dispositions of inventory made in the
      ordinary course of business;

            (e) that (i) the Company may contribute fee and leasehold interests
      in real property held by it to the Real Estate Holding Subsidiaries and
      (ii) any Subsidiary of the Company may contribute fee and leasehold
      interests in real property held by it to the Real Estate Holding
      Subsidiaries and (iii) the Company or any Subsidiary of the Company may
      sell, lease, transfer or otherwise dispose of any or all of its assets
      (upon voluntary liquidation or otherwise) to the Company or a wholly-owned
      Subsidiary of the Company and the Company or any Subsidiary of the Company
      may sell or otherwise dispose of, or part with control of any or all of,
      the stock of any Subsidiary to a wholly-owned Subsidiary of the Company;
      provided that no such transaction may be effected, except such
      transactions effected in connection with Real Estate Financings, if it
      would result in the transfer of any assets of the Company or any
      Subsidiary of the Company, or of any stock of a Subsidiary, to a
      Subsidiary whose capital stock has not been pledged to the Administrative
      Agent and that has not made 
<PAGE>
                                                                              52


      a Subsidiary Guarantee and Subsidiary Security Agreement in favor of the
      Administrative Agent;

            (f) substantially like-kind exchanges of real property and sales and
      leasebacks of real property or sales of real property;

            (g) the sale, encumbrance or other disposition, at any time or from
      time to time, of all or a portion of the accounts receivable of the
      Company or any of its Subsidiaries, whether now existing or hereafter
      arising, made in connection with an Accounts Receivable Financing; and

            (h) the sale in connection with a sale and leaseback of equipment
      located at the Aberdeen distribution center or the Folio telemarketing
      center.

            7.6 Limitation on Investments, Loans and Advances. None of Holdings,
the Company or any of the Subsidiaries of the Company shall make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of, or make any other investment
in, any Person, except:

            (a) (i) the Company may make investments in, or loans or advances
      to, any Subsidiary of the Company (other than any Foreign Subsidiary of
      the Company and other than any Subsidiaries of the Company that are not
      parties to the Subsidiary Guarantee and Subsidiary Security Agreement and
      whose stock in not pledged by the Company to the Administrative Agent on
      behalf of the Banks), (ii) any Subsidiary of the Company may make
      investments in, or loans or advances to, the Company or any other
      Subsidiary of the Company and (iii) Holdings may make investments in, or
      loans or advances to, any of its Subsidiaries;

            (b) (i) any Subsidiary may make investments in the Company (by way
      of capital contribution or otherwise) and (ii) the Company and any
      Subsidiary may make investments in, or create, any wholly-owned Domestic
      Subsidiary (by way of capital contribution or otherwise) or make
      investments permitted by subsection 7.5(e), provided that, in any such
      case (other than an investment in a Real Estate Holding Subsidiary in
      connection with any Real Estate Financing or any Subsidiary formed solely
      for the purpose of an Accounts Receivable Financing) if stock is issued or
      otherwise acquired in connection with such investment, such stock is
      pledged to the Administrative Agent for the benefit of the Banks and, if a
      new Subsidiary is formed or created, such Subsidiary becomes a party to
      the Subsidiary Guarantee and the Subsidiary Security Agreement;

            (c) Holdings and its Subsidiaries may invest in, acquire and hold
      Cash Equivalents;

            (d) Holdings or any of its Subsidiaries may make travel and
      entertainment advances and relocation loans to officers and employees of
      the Company or any such Subsidiary, provided that the aggregate principal
      amount of all such loans and 
<PAGE>
                                                                              53


      advances outstanding at any one time, together with the guarantees made
      pursuant to subsection 7.3(b), shall not exceed $10,000,000;

            (e) Holdings or any of its Subsidiaries may make payroll advances in
      the ordinary course of business;

            (f) Holdings or any of its Subsidiaries may acquire and hold
      receivables owing to it, if created or acquired in the ordinary course of
      business and payable or dischargeable in accordance with customary trade
      terms (provided that nothing in this clause (f) shall prevent Holdings or
      any Subsidiary from offering such concessionary trade terms, or from
      receiving such investments in connection with the bankruptcy or
      reorganization of their respective suppliers or customers or the
      settlement of disputes with such customers or suppliers arising in the
      ordinary course of business, as management deems reasonable in the
      circumstances);

            (g) the Company and its Subsidiaries may make loans and advances
      permitted by subsection 7.10;

            (h) Holdings and its Subsidiaries may make loans and advances to
      employees and former employees of Holdings and its Subsidiaries for the
      purpose of financing the purchases by them of shares of capital stock of
      Holdings in an aggregate principal amount at any one time outstanding not
      to exceed $10,000,000, plus the amounts of any proceeds of such loans and
      advances paid by such employees and former employees to Holdings on
      account of such purchases and contributed by Holdings as equity in the
      Company;

            (i) the Company and its Subsidiaries may make an acquisition of all
      or any substantial part of the capital stock or assets of any other
      Person, if such acquisition, in the good faith opinion of the Company as
      specified in a notice to the Administrative Agent and the Banks, is
      functionally equivalent to a Capital Expenditure;

            (j) Holdings and its Subsidiaries may make acquisitions of all or
      any substantial portion of the capital stock or assets of other Persons;
      provided that the consideration paid by the Company or any of its
      Subsidiaries for all such acquisitions (exclusive of any acquisition
      pursuant to paragraph (i) of this subsection 7.6) does not exceed
      $5,000,000 in each fiscal year;

            (k) the Company may, at or prior to any closing under any Real
      Estate Financing, make an investment in the special-purpose finance
      vehicle established or to be established in connection with such Real
      Estate Financing in an amount not in excess of the sum of (i) transaction
      costs incurred in connection with such Real Estate Financing and (ii) an
      amount which is in the reasonable judgment of the Company nominal relative
      to such Real Estate Financing;

            (l) loans, advances or contributions by the Company and its
      Subsidiaries to the Company's Foreign Subsidiaries or joint ventures
      which, directly or indirectly, own 
<PAGE>
                                                                              54


      the Company's interest in its foreign stores or operations for the purpose
      of financing the acquisition, construction and operation thereof in an
      aggregate amount not to exceed the greater of (i) $50,000,000 and (ii) if
      Holdings receives senior unsecured ratings from both S&P and Moody's of
      BBB- and Baa3, respectively, 10% of the Consolidated Net Worth of Holdings
      as of the date of the most recent financial statements delivered by the
      Company pursuant to subsection 6.1(a) or (b) prior to the making of such
      loan, advance or contribution;

            (m) the acquisition by Holdings, the Company or any of their
      respective Subsidiaries of all or any substantial part of the capital
      stock or assets of any other Person (including in connection with the
      initial capitalization of such other Person) or of the assets of any other
      Person constituting a line of business thereof if the Remaining Strategic
      Capital Amount is not less than zero after giving effect to such
      acquisition; and

            (n) investments (including, without limitation, extensions of
      credit) in an aggregate principal amount not to exceed $30,000,000 at any
      one time outstanding relating to the sale by the Company or any Subsidiary
      of the Company of any assets or property thereof in accordance with
      subsection 7.5.

            7.7 Capital Expenditures. None of the Company or any of its
Subsidiaries shall make or commit to make Capital Expenditures in the aggregate
for the Company and its Subsidiaries, exceeding the amount set forth below (the
"Base Amount") for each of the fiscal years set forth below:

                                                       Fiscal Year
                    Ending                                 Base
                 December 31                              Amount
                 -----------                           -----------
                 1996                                  $125,000,000
                 1997                                  $125,000,000
                 1998                                  $125,000,000
                 1999 and                              $125,000,000
                 each fiscal year thereafter

provided, however, that the (a) Base Amount set forth above for any fiscal year
may be increased by carrying over to such fiscal year any portion of the Base
Amount not spent in any prior fiscal year and (b) in addition to the Base Amount
(as increased) in any year, the Company and its Subsidiaries may spend an
additional $50,000,000 in the aggregate; and provided, further, that the amount
otherwise available for Capital Expenditures for any fiscal year as provided
above shall be reduced by the amount of any acquisition made during such fiscal
year by the Company or any of its Subsidiaries under subsection 7.6(i).

            Notwithstanding the foregoing limitation on Capital Expenditures,
the Company and its Subsidiaries shall be permitted to make or commit to make
additional Capital 
<PAGE>
                                                                              55


Expenditures so long as the Remaining Strategic Capital Amount is not less than
zero after giving effect to such Capital Expenditures, provided that reductions
in the Remaining Strategic Capital Amount made pursuant to subsection 7.6(m)
shall not be deemed to be Capital Expenditures.

            7.8 Interest Coverage. At the last day of any fiscal quarter set
forth below, commencing with the fiscal quarter ending November 2, 1996, the
Company shall not permit the Interest Coverage Ratio to be less than the ratio
set forth below for such fiscal quarter:

     Fiscal Year                 Fiscal Quarter                  Ratio
     -----------                 --------------                  -----

        1996                           3rd                          2.50
                                       4th                          2.50

        1997                           1st                          2.50
                                       2nd                          2.50
                                       3rd                          2.50
                                       4th                          2.90

        1998                           1st                          2.90
                                       2nd                          2.90
                                       3rd                          2.90
                                       4th                          3.25

        1999                           1st                          3.25
                                       2nd                          3.25
                                       3rd                          3.25
                                       4th                          3.75

        2000                           1st                          3.75
                                       2nd                          3.75
                                       3rd                          3.75
                                       4th                          4.00

        2001                           1st                          4.00
                                       2nd                          4.00

            7.9 Total Indebtedness to Total Capitalization. (a) The Company
shall not permit Total Indebtedness as a percentage of Total Capitalization at
the last day of any fiscal quarter set forth below to be greater than the
percentage set forth below for such fiscal quarter:

     Fiscal Year                 Fiscal Quarter                  Ratio
     -----------                 --------------                  -----

        1996                           3rd                         68.0%
                                       4th                         65.0
<PAGE>
                                                                              56


        1997                           1st                         65.0
                                       2nd                         67.0
                                       3rd                         68.0
                                       4th                         65.0

        1998                           1st                         65.0
                                       2nd                         67.0
                                       3rd                         68.0
                                       4th                         60.0

        1999                           1st                         60.0
                                       2nd                         62.0
                                       3rd                         63.0
                                       4th                         55.0

        2000                           1st                         55.0
                                       2nd                         57.0
                                       3rd                         58.0
                                       4th                         50.0

        2001                           1st                         50.0
                                       2nd                         52.0

            (b) Holdings shall not permit Total Indebtedness (calculated without
regard to the Company and the Subsidiaries of the Company) as a percentage of
Total Capitalization (calculated without regard to the Company and the
Subsidiaries of the Company) at the last day of any fiscal quarter to be greater
than 50%.

            7.10 Limitation on Dividends. None of the Company or any of its
Subsidiaries shall declare any dividends on the common stock of the Company
other than dividends payable solely in common stock of the Company on any shares
of any class of stock, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption, retirement
or other acquisition of any shares of any class of stock of the Company, whether
now or hereafter outstanding, or make any other distribution in respect thereof
or make any loan or advance to Holdings, either directly or indirectly, whether
in cash or property or in obligations of the Company or any of its Subsidiaries;
except that (a) Subsidiaries may pay dividends to the Company or to Domestic
Subsidiaries or, in the case of a Foreign Subsidiary, to another Foreign
Subsidiary which are directly or indirectly wholly owned by the Company and (b)
the Company may pay dividends or make loans and advances as follows:

            (i) prior to the time when Holdings has received senior unsecured
      rating from both S&P and Moody's of BBB- and Baa3, respectively, in an
      aggregate amount during any fiscal year not in excess of the sum of (A)
      the lesser of 25% of consolidated net income of the Company and its
      Subsidiaries for such fiscal year or 
<PAGE>
                                                                              57


      $10,000,000 and (B) for fiscal years beginning on or after February 1,
      1998, the amount by which (I) the lesser of 25% of consolidated net income
      of the Company and its Subsidiaries for the prior fiscal year or
      $10,000,000 exceeds (II) the amount of dividends, loans or advances made
      in such prior fiscal year pursuant solely to this Section 7.10(i);

            (ii) after and during the time when Holdings has received senior
      unsecured ratings from both S&P and Moody's of BBB- and Baa3,
      respectively, in an aggregate amount during any fiscal year not in excess
      of 25% of consolidated net income of the Company and its Subsidiaries for
      such fiscal year;

            (iii) in amounts equal to amounts required for Holdings to pay
      Federal, state and local income taxes to the extent that such income taxes
      are attributable to the income of the Company and its Subsidiaries and to
      pay franchise taxes and other fees required to maintain its corporate
      existence;

            (iv) in amounts equal to amounts expended by Holdings to repurchase
      capital stock of Holdings owned by former employees of the Company and its
      Subsidiaries and their assigns, estates and heirs, provided that the
      amount paid, loaned or advanced to Holdings pursuant to this paragraph
      (iii) shall not exceed in the aggregate $10,000,000, plus any amounts
      contributed by Holdings to the Company as a result of resales of such
      repurchased capital stock; and

            (v) the Company shall be permitted to make payments, dividends or
      distributions with respect to operating costs incurred by Holdings in
      amounts not to exceed $4,000,000 in the aggregate during each fiscal year
      of the Company;

Notwithstanding any of the provisions of this subsection 7.10 or subsection
7.13(i), the Company shall be permitted to prepay the Intercompany Notes or pay
a dividend to Holdings from time to time in an aggregate amount since the
Effective Date of up to $36,000,000; provided that in no event shall the
aggregate amount in any fiscal year of such prepayments of the Intercompany Note
and such payments of dividends, together with the dividends and loans and
advances made pursuant to clause (b)(i) of this subsection 7.10, exceed during
any fiscal year 50% of the consolidated net income of the Company and its
Subsidiaries for such fiscal year.

            7.11 Transactions with Affiliates. None of the Company or any of its
Subsidiaries shall enter into any transaction, including, without limitation,
any purchase, sale, lease or exchange of property or the rendering of any
service, with any Affiliate except (a) for transactions which are otherwise
permitted under this Agreement and which are in the ordinary course of the
Company's or a Subsidiary's business and which are upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than it would obtain
in a hypothetical comparable arm's length transaction with a Person not an
Affiliate, (b) as permitted under subsections 7.3(b), (c), (d) or (f), 7.5(e),
7.6(a), (b), (d), (e) or (h), 7.10 or 7.13 or as not prohibited under subsection
7.1, (c) the performance of the Company's or any Subsidiary's obligations under
any employment contract, collective bargaining agreement, employee benefit plan,
related trust agreement or any other similar arrangement heretofore or 
<PAGE>
                                                                              58


hereafter entered into in the ordinary course of business, (d) payment of
compensation to employees, officers, directors or consultants in the ordinary
course of business and (e) maintenance of benefit programs or arrangements for
employees, officers or directors, including, without limitation, vacation plans,
health and life insurance plans, deferred compensation plans, and retirement or
savings plans and similar plans, in each case in the ordinary course of
business.

            7.12 Foreign Exchange Contracts. None of the Company or any of its
Subsidiaries shall enter into any foreign currency exchange contracts other than
foreign currency exchange contracts entered into for the purpose of hedging any
payments required to be made or anticipated to be received by the Company or any
of its Subsidiaries in a foreign currency in the ordinary course of business.

            7.13 Prepayments and Amendments of Subordinated Debt and Real Estate
Indebtedness. None of the Company or any of its Subsidiaries shall (i)
optionally prepay, optionally retire, optionally redeem, optionally purchase,
optionally defease or optionally exchange, or optionally make any deposits or
segregation of funds in respect of, any principal of (A) the Intercompany Notes
(other than in connection with a refinancing thereof on terms and conditions
substantially similar to the terms and conditions of a refinancing of the
Convertible Subordinated Notes or with the proceeds of the contribution of
equity to the Company by Holdings) and the Subordinated Notes, provided that the
Subordinated Notes may be redeemed in whole or in part from time to time if at
the time of any such redemption no Default or Event of Default exists or would
result therefrom or (B) any Indebtedness incurred pursuant to a Real Estate
Financing (other than in connection with a refinancing of any such Indebtedness
or in preparation or contemplation of a sale or other dispositions (including
the renegotiation of a lease) of the real estate securing such Indebtedness) or
(ii) amend, supplement or otherwise modify the Intercompany Notes or any of the
documents or instruments relating to any of the Indebtedness incurred pursuant
to the Real Estate Financing.

            7.14 Restrictions on Holdings. Unless Holdings shall have entered
into an unconditional guarantee of all of the obligations of the Company and its
Subsidiaries hereunder, which guarantee shall have substantially the same terms
and conditions of the guarantee referred to in subsection 10.13, Holdings and
its Subsidiaries (other than the Company and its Subsidiaries) shall not
conduct, transact or otherwise engage in any business or operations, incur,
create, assume or suffer to exist any Indebtedness (other than the Convertible
Subordinated Notes), Contingent Obligations or other liabilities or obligations
expressly permitted hereby, or own, lease, manage or otherwise operate any
properties or assets, other than incident to the ownership of all of the
outstanding shares of capital stock of the Company, provided that Holdings may
take all actions reasonably necessary incident to its status as a public
company.
<PAGE>
                                                                              59


            SECTION 8. EVENTS OF DEFAULT

            Upon the occurrence and during the continuance of any of the
following events:

            (a) The Company shall fail to (i) pay any principal of any Note when
      due in accordance with the terms hereof or thereof or to reimburse Chase
      in accordance with subsection 2.8 or (ii) pay any interest on any Note or
      any other amount payable hereunder within five days after any such
      interest or other amount becomes due in accordance with the terms thereof
      or hereof; or

            (b) Any representation or warranty made or deemed made by any Credit
      Party in any Credit Document shall prove to have been incorrect in any
      material respect on or as of the date made or deemed made; or

            (c) The Company shall default in the observance or performance of
      any agreement contained in subsection 6.7(a) or Section 7 of this
      Agreement or any Credit Party or any of its Subsidiaries shall default in
      the observance or performance of any agreement contained in Section 5 of
      the Pledge Agreement or Section 2 (insofar as it relates to subsection
      6.7(a) or Section 7 of this Agreement) of the Supplemental Agreement to
      which it is a party or the Company or any of its Subsidiaries shall
      default in the observance or performance of any agreement contained in
      Section 5 of the Security Agreement to which it is a party; or

            (d) The Company or any of its Subsidiaries or any other Credit Party
      shall default in the observance or performance of any other agreement
      contained in any Credit Document, and such default shall continue
      unremedied for a period of 30 days; or

            (e) Holdings or any of its Subsidiaries shall (i) default in any
      payment of principal of or interest on any Indebtedness (other than the
      Notes, the L/C Obligations and any inter-company debt) or in the payment
      of any Contingent Obligation, beyond the period of grace, if any, provided
      in the instrument or agreement under which such Indebtedness or Contingent
      Obligation was created; or (ii) default in the observance or performance
      of any other agreement or condition relating to any such Indebtedness or
      Contingent Obligation or contained in any instrument or agreement
      evidencing, securing or relating thereto, or any other event shall occur
      or condition exist, the effect of which default or other event or
      condition is to cause, or to permit the holder or holders of such
      Indebtedness or beneficiary or beneficiaries of such Contingent Obligation
      (or a trustee or agent on behalf of such holder or holders or beneficiary
      or beneficiaries) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity, any applicable
      grace period having expired, or such Contingent Obligation to become
      payable, any applicable grace period having expired, provided that the
      aggregate principal amount of all such Indebtedness and Contingent
      Obligations which would then become due or payable would equal or exceed
      $10,000,000; or
<PAGE>
                                                                              60


            (f) (i) The Company or any of its Subsidiaries or Holdings shall
      commence any case, proceeding or other action (A) under any existing or
      future law of any jurisdiction, domestic or foreign, relating to
      bankruptcy, insolvency, reorganization or relief of debtors, seeking to
      have an order for relief entered with respect to it, or seeking to
      adjudicate it a bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or other relief with respect to it or its debts, or (B) seeking
      appointment of a receiver, trustee, custodian or other similar official
      for it or for all or any substantial part of its assets, or the Company or
      any of its Subsidiaries or Holdings shall make a general assignment for
      the benefit of its creditors; or (ii) there shall be commenced against the
      Company or any of its Subsidiaries or Holdings any case, proceeding or
      other action of a nature referred to in clause (i) above which (A) results
      in the entry of an order for relief or any such adjudication or
      appointment or (B) remains undismissed, undischarged or unbonded for a
      period of 60 days; or (iii) there shall be commenced against the Company
      or any of its Subsidiaries or Holdings any case, proceeding or other
      action seeking issuance of a warrant of attachment, execution, distraint
      or similar process against all or any substantial part of its assets which
      results in the entry of an order for any such relief which shall not have
      been vacated, discharged, or stayed or bonded pending appeal within 60
      days from the entry thereof; or (iv) the Company or any of its
      Subsidiaries or Holdings shall take any action in furtherance of, or
      indicating its consent to, approval of, or acquiescence in, any of the
      acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or
      any of its Subsidiaries or Holdings shall generally not, or shall be
      unable to, or shall admit in writing its inability to, pay its debts as
      they become due; or

            (g) (i) Any of the Company, any Subsidiary, or any director, officer
      or employee of either, or any of the Plans, or any trust created
      thereunder, or any trustee or administrator thereof, shall engage in a
      transaction involving any Plan in connection with which the Company or any
      Subsidiary could be subject to either a material liability or civil
      penalty assessed pursuant to Sections 409, 502(i) or 502(l) of ERISA or a
      material tax imposed pursuant to Sections 4975 or 4976 of the Code, or
      (ii) any Plan or any trust established thereunder incurs any "accumulated
      funding deficiency" (as defined in Section 302 of ERISA and Section 412 of
      the Code), whether or not waived; and in each case in clauses (i) through
      (ii) above, such event or condition, together with all other such events
      or conditions relating to such Plans, if any, could subject the Company or
      any of its Subsidiaries to any tax, penalty or other liabilities which in
      the aggregate are material in relation to the business, assets, condition
      (financial or otherwise) or results of operations of the Company and its
      Subsidiaries, taken as a whole; or

            (h) One or more judgments or decrees, which shall not have been
      vacated, discharged, stayed or bonded pending appeal within the time
      required by the terms of such judgment, shall be entered against the
      Company or any of its Subsidiaries involving in the aggregate a liability
      (not paid or fully covered by insurance) of $10,000,000 or more; or
<PAGE>
                                                                              61


            (i) Any Credit Document shall cease, for any reason, to be in full
      force and effect or any Credit Party or any of its Subsidiaries shall so
      assert in writing, or any Pledge Agreement or Security Agreement or
      Mortgage shall cease to be effective to grant a perfected Lien on the
      collateral described therein with the priority purported to be created
      thereby (other than as a result of any action or inaction of the part of
      the Administrative Agent or the Banks), subject to such exceptions as may
      be permitted therein, and in the case of any Security Agreement such
      condition shall continue unremedied for 30 days after notice thereof to
      the Company by the Administrative Agent or any Bank; or

            (j) There shall have occurred a Change in Control;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above, automatically (i) the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the Notes shall
immediately become due and payable, and (ii) all obligations of the Company in
respect of the Letters of Credit, although contingent and unmatured, shall
become immediately due and payable and Chase's obligations to issue the Letters
of Credit shall immediately terminate and (b) if such event is any other Event
of Default, so long as any such Event of Default shall be continuing, either or
both of the following actions may be taken: (i) with the consent of the Required
Banks, the Administrative Agent may, or upon the request of the Required Banks,
the Administrative Agent shall, by notice to the Company, declare the
Commitments and Chase's obligations to issue the Letters of Credit to be
terminated forthwith, whereupon the Commitments and such obligations shall
immediately terminate; and (ii) with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks, the
Administrative Agent shall, by notice of default to the Company, (A) declare all
or a portion of the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable, and (B)
declare all or a portion of the obligations of the Company in respect of the
Letters of Credit, although contingent and unmatured, to be due and payable
forthwith, whereupon the same shall immediately become due and payable and/or
demand that the Company discharge any or all of the obligations supported by the
Letters of Credit by paying or prepaying any amount due or to become due in
respect of such obligations. All payments under this Section 8 on account of
undrawn Letters of Credit shall be made by the Company directly to a cash
collateral account established by the Administrative Agent for such purpose for
application to the Company's reimbursement obligations under subsection 2.8 as
drafts are presented under the Letters of Credit, with the balance, if any, to
be applied to the Company's obligations under this Agreement and the Notes as
the Administrative Agent shall determine with the approval of the Required
Banks. Except as expressly provided above in this Section 8, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
<PAGE>
                                                                              62


            SECTION 9. THE ADMINISTRATIVE AGENT; CHASE AS ISSUER

            9.1 Appointment. Each Bank hereby irrevocably designates and
appoints The Chase Manhattan Bank as the Administrative Agent under this
Agreement and irrevocably authorizes The Chase Manhattan Bank as Administrative
Agent for such Bank, to take such action on its behalf under the provisions of
the Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of the Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Credit Documents or otherwise exist against
the Administrative Agent.

            9.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and each of the other Credit Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Without limiting the
foregoing, the Administrative Agent may appoint Chase Agent Bank Services
Corporation as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Company and distribution of
funds to the Banks and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care, except as otherwise provided in subsection 9.3.

            9.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with the Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties made by any Credit Party or any of its
Subsidiaries or any officer thereof contained in the Credit Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, the Credit
Documents or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of the Credit Documents or for any failure of any Credit Party or
any of its Subsidiaries to perform its obligations thereunder. The
Administrative Agent shall not be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, any Credit Document, or to inspect the
properties, books or records of any Credit Party or any of its Subsidiaries.

            9.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and 
<PAGE>
                                                                              63


correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Company), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Credit Document unless it shall
first receive such advice or concurrence of the Required Banks (or, where
unanimous consent of the Banks is expressly required hereunder, such Banks) as
it deems appropriate or it shall first be indemnified to its satisfaction by the
Banks 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 Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any Credit Document in accordance with a request of the Required Banks,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Banks and all future holders of the Notes.

            9.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received written notice from a
Bank or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly give notice thereof to the Banks. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Banks; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks, except to the extent that
this Agreement expressly requires that such action be taken or not be taken with
the consent of the Required Banks.

            9.6 Non-Reliance on Administrative Agent and Other Banks. Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Credit
Parties or any of their Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Credit Parties and their
Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Bank also represents that it will, independently and
without reliance upon the Administrative Agent or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under the Credit Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Credit Parties and
their
<PAGE>
                                                                              64


Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Credit
Parties which may come into the possession of the Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

            9.7 Indemnification. The Banks agree to indemnify the Administrative
Agent in its capacity as such (to the extent not reimbursed by the Credit
Parties and without limiting the obligation of the Credit Parties to do so),
ratably according to the respective amounts of their Commitments, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the payment of the Notes) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Credit Documents or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Bank shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Administrative Agent's gross
negligence or willful misconduct. The agreements in this subsection 9.7 shall
survive the payment of the Notes and all other amounts payable hereunder.

            9.8 The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Credit Parties and their
Subsidiaries as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to its Loans made or renewed by it and any Note
issued to it, the Administrative Agent shall have the same rights and powers,
duties and liabilities under the Credit Documents as any Bank and may exercise
the same as though it were not the Administrative Agent and the terms "Bank" and
"Banks" shall include the Administrative Agent in its individual capacity.

            9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Banks. If the
Administrative Agent shall resign as Administrative Agent under the Credit
Documents, then the Required Banks shall appoint from among the Banks a
successor agent for the Banks which successor agent shall be approved by the
Company, which shall not unreasonably withhold its approval, whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent effective upon its appointment, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Notes. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent the provisions of this Section 9 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent under the Credit Documents.
<PAGE>
                                                                              65


            9.10 Chase as Issuer of Letters of Credit. Each Bank holding a
Revolving Credit Commitment hereby acknowledges that the provisions of this
Section 9 shall apply to Chase, in its capacity as issuer of the Letters of
Credit, in the same manner as such provisions are expressly stated to apply to
the Administrative Agent.

            SECTION 10. MISCELLANEOUS

            10.1 Amendments and Waivers. No Credit Document nor any terms
thereof may be amended, supplemented or modified except in accordance with the
provisions of this subsection 10.1. With the written consent of the Required
Banks, the Administrative Agent and the respective Credit Parties or their
Subsidiaries may, from time to time, enter into written amendments, supplements
or modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Banks or of any such Credit Party or its Subsidiaries thereunder or waiving, on
such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided, however, that:

            (a) no such waiver and no such amendment, supplement or modification
      shall release collateral which, in the aggregate with all other collateral
      released pursuant to this clause (a) (other than collateral released
      pursuant to the proviso to this clause (a)) during the calendar year in
      which such proposed release would be effected and the immediately
      preceding calendar year, has fair market value on the proposed date of
      release in excess of 20% of the fair market value of all collateral on
      such date without the written consent of the Banks holding 66 2/3% of the
      aggregate Commitments; provided that, notwithstanding the foregoing, this
      clause (a) shall not be applicable to any release of collateral (i) in
      connection with any restructuring of the Company or any of its
      Subsidiaries in which, after giving effect to such release, the
      Administrative Agent, in its sole discretion, deems there to be no
      material impairment of the value of the collateral taken as a whole or
      (ii) pursuant to subsection 10.12;

            (b) no such waiver and no such amendment, supplement or modification
      shall extend the maturity of any Note or installment of any Loan, or
      reduce the rate or extend the time of payment of interest thereon, or
      change the method of calculating interest thereon, or reduce or extend the
      time of payment for any fee payable to the Banks hereunder, or reduce the
      principal amount thereof, or increase the amount of any Bank's Commitment,
      or amend, modify or waive any provision of this subsection 10.1 or reduce
      the percentage specified in the definition of Required Banks, or change
      the percentage of the Banks required to waive a condition precedent under
      Section 5 or consent to the assignment or transfer by the Company of any
      of its rights and obligations under any Credit Document, in each case,
      without the written consent of each Bank directly affected thereby; and

            (c) no such waiver and no such amendment, supplement or modification
      shall amend, modify or waive any provision of Section 9 without the
      written consent of the then Administrative Agent.
<PAGE>
                                                                              66


Any such waiver and any such amendment, supplement or modification described in
this subsection 10.1 shall apply equally to each of the Banks and shall be
binding upon each Credit Party and its Subsidiaries, the Banks, the
Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Company, the Banks and the Administrative Agent shall be restored to
their former position and rights hereunder and under the outstanding Notes, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.


            10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex), and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when sent, confirmation of receipt received, or, in the case of
telex notice, when sent, answerback received, addressed as follows in the case
of the Company and the Administrative Agent, and as set forth on the signature
page hereto in the case of any Bank, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:

             The Company:              Saks & Company
                                       12 East 49th Street
                                       New York, New York  10017
                                       Attention: Executive Vice President/Chief
                                                  Financial Officer
                                       Telecopy:  (212) 940-4103

             With a copy to:           Gibson, Dunn & Crutcher
                                       200 Park Avenue
                                       New York, New York  10166
                                       Attention: Janet Vance
                                       Telecopy:  (212) 351-4035

             The Administrative
             Agent:                    The Chase Manhattan Bank
                                       270 Park Avenue
                                       New York, New York  10017
                                       Attention:  Neil Boylan
                                       Telecopy:

             With a copy to:           The Chase Manhattan Bank
                                       2 Grand Central Tower
                                       140 East 45th Street, 29th Floor
                                       New York, New York  10017
                                       Attention: Sandra Miklave
                                       Telecopy:  (212) 622-0005
<PAGE>
                                                                              67


provided that any notice, request or demand to or upon the Administrative Agent
or the Banks pursuant to subsections 2.2, 2.5, 3.1, 3.2, 3.3 and 3.4 shall not
be effective until received and provided that the failure to provide the copies
of notices to the Company provided for in this subsection 10.2 shall not result
in any liability to the Administrative Agent.

            10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

            10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement, the Letters of Credit and the Notes.

            10.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, the Credit Documents and any other
documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Bank and the Administrative Agent for all their costs and
expenses incurred in connection with, and to pay, indemnify, and hold the
Administrative Agent and each Bank harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever arising out of
or in connection with, the enforcement or preservation of any rights under any
Credit Document and any such other documents, including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent and
each Bank incurred in connection with the foregoing and in connection with
advising the Administrative Agent with respect to its rights and
responsibilities under this Agreement and the documentation relating thereto,
(c) to pay, indemnify, and to hold the Administrative Agent and each Bank
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes (other than withholding taxes), if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
any Credit Document and any such other documents, and (d) to pay, indemnify, and
hold the Administrative Agent and each Bank and their respective officers and
directors harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including, without limitation,
reasonable fees and disbursements of counsel) which may be incurred by or
asserted against the Administrative Agent or the Banks (x) arising out of or in
connection with any investigation, litigation or proceeding related to this
Agreement, the other 
<PAGE>
                                                                              68


Credit Documents, the proceeds of the Loans, or any of the other transactions
contemplated hereby, whether or not the Administrative Agent or any of the Banks
is a party thereto, or (y) without limiting the generality of the foregoing by
reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payments under, Letters of Credit (it being agreed
that nothing in this subsection 10.5(d)(y) is intended to limit the Company's
obligations pursuant to Section 2.8) (all the foregoing, collectively, the
"indemnified liabilities"), provided that the Company shall have no obligation
hereunder with respect to indemnified liabilities of the Administrative Agent or
any Bank or any of their respective officers and directors arising from (i) the
gross negligence or willful misconduct of such Administrative Agent or Bank or
their respective directors or officers or (ii) legal proceedings commenced
against the Administrative Agent or a Bank by any security holder or creditor
(other than a beneficiary of a Letter of Credit in its capacity as such, unless
such indemnified liabilities arise from the gross negligence or willful
misconduct of such Administrative Agent or Bank or their respective directors or
officers) thereof arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such or (iii) legal
proceedings commenced against the Administrative Agent or any such Bank by any
Transferee (as defined in subsection 10.6). The agreements in this subsection
10.5 shall survive repayment of the Notes and all other amounts payable
hereunder.

            10.6 Successors and Assigns; Participations; Purchasing Banks. (a)
This Agreement shall be binding upon and inure to the benefit of the Company,
the Banks and the Administrative Agent, all future holders of the Notes, and
their respective successors and assigns, except that the Company may not assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of each Bank.

            (b) Any Bank may, in the ordinary course of its commercial banking
or lending business and in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests in
minimum amount of $5,000,000 in any Loan owing to such Bank, any participating
interest in the Letters of Credit of such Bank, any Note held by such Bank, any
Commitment of such Bank or any other interest of such Bank hereunder. In the
event of any such sale by a Bank of participating interests to a Participant,
such Bank's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Bank shall remain solely responsible for
the performance thereof, such Bank shall remain the holder of any such Note for
all purposes under this Agreement and the Company and the Administrative Agent
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement. The Company agrees that
if amounts outstanding under this Agreement and the Notes are due and unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement
or any Note; provided, that such right of setoff shall be subject to the
obligation of such Participant to share with the Banks, and the Banks agree to
share with such Participant, as provided in subsection 10.8. The Company also
agrees that each Participant shall be entitled to the benefits of subsections
2.10, 3.11 and 3.12 with respect to its participation in the Letters of Credit
and in the Commitments and the 
<PAGE>
                                                                              69


Loans outstanding from time to time; provided, that no Participant shall be
entitled to receive any greater amount pursuant to such subsections than the
transferor Bank would have been entitled to receive in respect of the amount of
the participation transferred by such transferor Bank to such Participant had no
such transfer occurred. In the event of any such sale by a selling Bank of a
participating interest to a Participant the selling Bank shall not grant any
such Participant any voting rights or veto power over any action by the selling
Bank under this Agreement, except that the selling Bank may agree not to take
any action which would require the consent of such selling Bank under subsection
10.1(b) without the consent of such Participant.

            (c) Any Bank may, in the ordinary course of its commercial banking
or lending business and in accordance with applicable law, (i) at any time sell
all or any part of its rights and obligations under this Agreement and the Notes
to any Bank or any Affiliate thereof, provided that, in the event of a sale of
less than all of such rights and obligations, such assigning Bank after any such
sale to any other Bank or any Affiliate of such Bank shall retain Commitments
and/or Loans and L/C Participating Interests aggregating at least $5,000,000 (or
such lesser amount as the Administrative Agent may determine) and (ii) with the
written consent of the Company and the Administrative Agent (which in each case
shall not be unreasonably withheld) sell to one or more additional banks or
financial institutions ("Purchasing Banks"), all or any part of its rights and
obligations under this Agreement and the Notes, pursuant to a Commitment
Transfer Supplement, executed by such Purchasing Bank, such transferor Bank
(and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate
thereof, by the Administrative Agent and the Company), and delivered to the
Administrative Agent for its acceptance and recording in the Register (as
defined below); provided that (A) each such sale pursuant to clause (i) or (ii)
of this subsection 10.6(c) shall be in an amount of $5,000,000 or more and (B)
in the event of a sale of less than all of such rights and obligations, such
Bank after any such sale shall retain a Commitment and/or Loans aggregating at
least $5,000,000. Upon such execution, delivery, acceptance and recording, from
and after the Transfer Effective Date as defined in the Commitment Transfer
Supplement determined pursuant to such Commitment Transfer Supplement, (x) the
Purchasing Bank thereunder shall be a party hereto and, to the extent provided
in such Commitment Transfer Supplement, have the rights and obligations of a
Bank hereunder with a Commitment as set forth therein, and (y) the transferor
Bank thereunder shall, to the extent of the interest transferred, as reflected
in such Commitment Transfer Supplement, be released from its obligations under
this Agreement (and, in the case of a Commitment Transfer Supplement covering
all or the remaining portion of a transferor Bank's rights and obligations under
this Agreement, such transferor Bank shall cease to be a party hereto). Such
Commitment Transfer Supplement shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank and the resulting adjustment of Revolving Credit Commitment
Percentages arising from the purchase by such Purchasing Bank of all or a
portion of the rights and obligations of such transferor Bank under this
Agreement and the Notes. On or prior to the Transfer Effective Date determined
pursuant to such Commitment Transfer Supplement, the Company, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Notes new Notes to the order of such Purchasing Bank in an
amount equal to the Commitments assumed by it pursuant to such Commitment
Transfer Supplement and, if the transferor Bank has retained any Commitments
hereunder, new Notes to the order of the 
<PAGE>
                                                                              70


transferor Bank in an amount equal to the Commitments retained by it hereunder.
Such new Notes shall be dated, and shall otherwise be in the form of, the Notes
replaced thereby. The Notes surrendered by the transferor Bank shall be returned
by the Administrative Agent to the Company marked "cancelled".

            (d) The Administrative Agent shall maintain at its address referred
to in subsection 10.2 a copy of each Commitment Transfer Supplement delivered to
it and a register (the "Register") for the recordation of the names and
addresses of the Banks and the Commitment of the Revolving Credit Loans and/or
Swing Line Loans owing to, and the L/C Participating Interests of, each Bank
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Company, the Administrative Agent and the
Banks may treat each Person whose name is recorded in the Register as the owner
of the Loan or L/C Participating Interest recorded therein for all purposes of
this Agreement. The Register shall be available for inspection by the Company or
any Bank at any reasonable time and from time to time upon reasonable prior
notice.

            (e) Upon its receipt of a Commitment Transfer Supplement executed by
a transferor Bank and a Purchasing Bank (and, in the case of a Purchasing Bank
that is not then a Bank or an Affiliate thereof, by the Company and the
Administrative Agent), together with payment to the Administrative Agent of a
registration and processing fee of $4,000 if the Purchasing Bank is not a Bank
prior to the execution of such supplement and $1,000 otherwise, the
Administrative Agent shall (i) promptly accept such Commitment Transfer
Supplement and (ii) on the Transfer Effective Date determined pursuant thereto
record the information contained therein in the Register and give notice of such
acceptance and recordation to the Banks and the Company.

            (f) The Banks agree that they will protect the confidentiality of
any confidential information concerning Holdings, the Company and its
Subsidiaries and Affiliates. Notwithstanding the foregoing, the Company
authorizes each Bank to disclose to any Participant or Purchasing Bank (each, a
"Transferee") and any prospective Transferee any and all financial information
in such Bank's possession concerning Holdings, the Company and its Subsidiaries
and Affiliates which has been delivered to such Bank by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such Bank by
or on behalf of Holdings or the Company in connection with such Bank's credit
evaluation of Holdings, the Company and its Subsidiaries and Affiliates prior to
becoming a party to this Agreement; provided that each Bank shall cause its
respective prospective Transferee to agree in writing to protect the
confidentiality of any confidential information concerning Holdings, the Company
and its Subsidiaries and Affiliates.

            (g) If, pursuant to this subsection 10.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Bank (for the
benefit of the transferor Bank, the Administrative Agent and the Company) that
under applicable law and treaties no taxes will be required to be withheld by
the Administrative Agent, the Company or the transferor Bank with respect to any
payments 
<PAGE>
                                                                              71


to be made to such Transferee in respect of the Loans or L/C Participating
Interests, (ii) to furnish to the transferor Bank (and, in the case of any
Purchasing Bank registered in the Register, the Administrative Agent and the
Company) either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein such Transferee claims entitlement to complete
exemption from U.S. federal withholding tax on all interest payments hereunder)
or, in the case of a Transferee claiming exemption from U.S. Federal withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", a U.S. Internal Revenue Service Form W-8 (and, if a
Transferee delivers a Form W-8, a statement under the penalties of perjury that
such Transferee is not a "bank" under Section 881(c)(3)(A) of the Code, is not
subject to regulatory or other legal requirements as a bank in any jurisdiction,
and has not been treated as a bank for purposes of any tax, securities law or
other filing or submission made to any Governmental Authority, any application
made to a rating agency or qualification for any exemption from tax, securities
law or other legal requirements as of the date the Transferee becomes a Bank
party to this Agreement), and (iii) agrees (for the benefit of the Company and
the Administrative Agent), to the extent it may lawfully do so at such time, to
provide the Company, with a copy to the Administrative Agent, a new Form 4224,
Form 1001 or Form W-8 upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S. laws
and regulations and amendments duly executed and completed by such Bank, and to
comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.

            (h) Nothing herein shall prohibit any Bank from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable
law.

            10.7 Permitted Payments. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall be permitted to enter
into, or, as the case may be, make payments of fees pursuant to, the following
agreements: (i) agreements providing for the payment of commercially reasonable
fees in connection with the Real Estate Financing; and (ii) agreements providing
for the payment of commercially reasonable fees in connection with the
financing, refinancing, sale, transfer, sale and leaseback or other disposition
of any other assets of the Company, including without limitation the
International Rights.

            10.8 Adjustments; Set-off. (a) If any Bank (a "benefitted Bank")
shall at any time receive any payment of all or part of any of its Loans or L/C
Participating Interests, as the case may be, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in clause (f) of
Section 8, or otherwise) in a greater proportion than any such payment to and
collateral received by any other Bank, if any, in respect of such other Bank's
Loans or L/C Participating Interests, as the case may be, or interest thereon,
such benefitted Bank shall purchase for cash from the other Banks such portion
of each such other Bank's Loans or L/C Participating Interests, as the case may
be, or shall provide such other Banks with the benefits of any such collateral,
or the proceeds thereof, as shall be necessary to cause such benefitted Bank to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Banks; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Bank, such
purchase shall be 
<PAGE>
                                                                              72


rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Company agrees that each Bank so purchasing
a portion of another Bank's Loans and/or L/C Participating Interests may
exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Bank were the direct
holder of such portion. The Administrative Agent shall promptly give the Company
notice of any set-off, provided that the failure to give such notice shall not
affect the validity of such set-off.

            (b) In addition to any rights and remedies of the Banks provided by
law, each Bank shall have the right, without prior notice to the Company, any
such notice being expressly waived by the Company to the extent permitted by
applicable law, upon the filing of a petition under any of the provisions of the
federal bankruptcy code or amendments thereto, by or against; the making of an
assignment for the benefit of creditors by; the application for the appointment,
or the appointment, of any receiver of, or of any of the property of; the
issuance of any execution against any of the property of; the issuance of a
subpoena or order, in supplementary proceedings, against or with respect to any
of the property of; or the issuance of a warrant of attachment against any of
the property of; the Company, to set-off and apply against any indebtedness,
whether matured or unmatured, of the Company to such Bank, any amount owing from
such Bank to the Company, at or at any time after, the happening of any of the
above mentioned events, and as security for such indebtedness, the Company
hereby grants to each Bank a continuing security interest in any and all
deposits, accounts or moneys of the Company then or thereafter maintained with
such Bank, subject in each case to subsection 10.8(a) of this Agreement. The
aforesaid right of set-off may be exercised by such Bank against the Company or
against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver or execution, judgment or attachment creditor of
the Company, or against anyone else claiming through or against the Company or
such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Bank prior to the making, filing or issuance, or service upon
such Bank of, or of notice of, any such petition; assignment for the benefit of
creditors; appointment or application for the appointment of a receiver; or
issuance of execution, subpoena, order or warrant. Each Bank agrees promptly to
notify the Company and the Administrative Agent after any such set-off and
application made by such Bank, provided that the failure to give such notice
shall not affect the validity of such set-off and application.


            10.9 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.


            10.10 Governing Law; No Third Party Rights. This Agreement and the
Notes and the rights and obligations of the parties under this Agreement and the
Notes shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York. This Agreement is solely for the benefit of
the parties hereto and their respective 
<PAGE>
                                                                              73


successors and assigns, and, except as set forth in subsection 10.6, no other
Persons shall have any right, benefit, priority or interest under, or because of
the existence of, this Agreement.

            10.11 Submission to Jurisdiction; Waivers. (a) Each party to this
Agreement hereby irrevocably and unconditionally:

            (i) submits for itself and its property in any legal action or
      proceeding relating to this Credit Agreement or any of the other Credit
      Documents, or for recognition and enforcement of any judgment in respect
      thereof, to the non-exclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
      such courts, and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to such party at its address set forth in subsection 10.2 or at
      such other address of which the Administrative Agent shall have been
      notified pursuant thereto; and

            (iv) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction.

            (b) EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (a) ABOVE.

            10.12 Release of Collateral. (a) The collateral securing the
Company's obligations hereunder and the other Credit Documents (other than the
Supplemental Agreement) shall be released upon the request of the Company upon
Holdings receiving senior unsecured ratings from both S&P and Moody's of at
least BBB- and Baa3, respectively.

            (b) Upon termination of the lease on the property located in Boca
Raton, Florida, the Administrative Agent, on its own behalf and on behalf of the
Banks, shall release the leasehold mortgage, dated April 5, 1995, from the
Company to the Administrative Agent, as amended, on such lease.

            10.13 Termination of Holdings Guarantee. The Guarantee, dated July
2, 1990, made by Holdings in favor of the Administrative Agent for the ratable
benefit of the Banks, as amended, modified or supplemented, including, without
limitation, Section 7 thereof, is hereby terminated and the Administrative Agent
and each Bank hereby releases and discharges Holdings from any and all
liabilities thereunder.
<PAGE>
                                                                              74


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.


                                      SAKS & COMPANY                      
                                      
                                      
                                      By: /s/ Mark E. Hood
                                         ---------------------------------------
                                         Title: SVP Finance
                                      
                                      THE CHASE MANHATTAN BANK, as 
                                      Administrative Agent and as a Bank
                                      
                                      
                                      By:
                                         ---------------------------------------
                                         Title:
                                
Address for Notice:

270 Park Avenue, 9th Floor
New York, New York  10017
Attn: Neil Boylan
Telecopy:  212-972-0009

and

2 Grand Central Tower
140 East 45th Street, 29th Floor
New York, New York  10017
Attn:  Barbara Clemens
Telecopy:  212-623-8979

Revolving Credit Commitment: $ 30,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>
                                                                              74


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.


                                      SAKS & COMPANY
                                      
                                      
                                      By:
                                         ---------------------------------------
                                         Title:

                                      THE CHASE MANHATTAN BANK, as 
                                      Administrative Agent and as a Bank
                                      
                                      
                                      By: /s/ Neil R. Boylan
                                         ---------------------------------------
                                         Title: NEIL R. BOYLAN
                                                VICE PRESIDENT
                                      
Address for Notice:
                                      
270 Park Avenue, 9th Floor
New York, New York 10017
Attn: Neil Boylan
Telecopy:  212-972-0009

and

2 Grand Central Tower
140 East 45th Street, 29th Floor
New York, New York  10017
Attn:  Barbara Clemens
Telecopy:  212-623-8979

Revolving Credit Commitment: $ 30,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      CREDIT SUISSE, as a Bank
                                      
                                      
                                      By: /s/ Joel Glodowski
                                         ---------------------------------------
                                         Title:        JOEL GLODOWSKI
                                                MEMBER OF SENIOR MANAGEMENT
                                      
                                         /s/ Chris T. Horgan
                                         ---------------------------------------
                                                 CHRIS T. HORGAN
                                                     ASSOCIATE
                                      
Address for Notice:

New York, New York
Attn:
Telecopy:

Revolving Credit Commitment: $ 25,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      CANADIAN IMPERIAL BANK OF 
                                      COMMERCE, as a Bank
                                      
                                      
                                      By: /s/ E.O. Fischer
                                         ---------------------------------------
                                         Title: Authorized Signatory

Address for Notice:

425 Lexington Avenue
New York, New York 10017
Attn:
Telecopy:

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      THE LONG-TERM CREDIT BANK OF JAPAN, 
                                      LIMITED, NEW YORK BRANCH, as a Bank
                                      
                                      
                                      By: /s/ Koji Sasayama
                                         ---------------------------------------
                                         Title: Vice President

Address for Notice:

165 Broadway
New York, New York 10006
Attn: Koji Sasayama
Telecopy: (212) 608-2371

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      ARAB BANKING CORPORATION, as a Bank
                                      
                                      
                                      By: /s/ Louise Bilbro
                                         ---------------------------------------
                                         Title: Vice President
                                      
Address for Notice:

277 Park Avenue
New York, New York  10172
Attn: Louise Bilbro
Telecopy:  212-585-0921

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      BANKERS TRUST, as a Bank
                                      
                                      
                                      By: /s/ Mary Kay Coyle
                                         ---------------------------------------
                                         Title:  MARY KAY COYLE
                                                MANAGING DIRECTOR

Address for Notice:

One Bankers Trust Plaza
New York, New York  10006
Attn: Mary Kay Coyle
Telecopy: 212-250-7218

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      MELLON BANK, as a Bank
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Vice President
                                      
Address for Notice:

One Mellon Bank Center
Pittsburg, Pennsylvania  15258-0001
Attn:
Telecopy:

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      THE CIT GROUP/BUSINESS CREDIT, INC., as 
                                      a Bank
                                      
                                      
                                      By: /s/ Edward A. Jesser
                                         ---------------------------------------
                                         Title: Edward A. Jesser
                                                 Vice President

Address for Notice:

1211 Avenue of the Americas
New York, New York  10036
Attn: Edward A. Jesser, VP
Telecopy: 212/536-1295

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      THE BANK OF TOKYO -- MITSUBISHI 
                                      TRUST COMPANY, as a Bank
                                      
                                      
                                      By: /s/ Paul P. Malecki
                                         ---------------------------------------
                                         Title: PAUL P. MALECKI
                                                 Vice President

Address for Notice:

1251 Avenue of the Americas
New York, New York  10020-1104
Attn: Robert Gamba
Telecopy: 212-782-4981

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      SOCIETE GENERALE, as a Bank
                                      
                                      
                                      By: /s/ Karel Vasak
                                         ---------------------------------------
                                         Title: Karel Vasak
                                                Vice President and
                                                Senior Relationship Director

Address for Notice:

1121 Avenue of the Americas
New York, New York  10020
Attn:
Telecopy:

Revolving Credit Commitment: $ 20,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      THE SUMITOMO TRUST AND BANKING CO.,
                                      LTD., NY BRANCH, as a Bank
                                      
                                      
                                      By: /s/ Suraj P. Bhatia
                                         ---------------------------------------
                                         Title:        SURAJ P. BHATIA
                                                    SENIOR VICE PRESIDENT
                                                MANAGER, CORPORATE FINANCE DEPT.

Address for Notice:

527 Madison Avenue
New York, New York  10022
Attn:
Telecopy:

Revolving Credit Commitment: $ 20,000,000
<PAGE>

                                      CREDIT LYONNAIS, NEW YORK BRANCH, 
                                      as a Bank
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: [ILLEGIBLE]
                                                SVP

Address for Notice:

1301 Avenue of the Americas
New York, New York  10019
Attn: Heidi Rosen
Telecopy: 212-459-3179

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      FLEET BANK, NATIONAL ASSOCIATION, 
                                      as a Bank
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Asst. Vice-President

Address for Notice:

56 East 42nd Street, 3rd Floor
New York, New York  10017
Attn: Alex Sade
Telecopy:

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      FIRST HAWAIIAN BANK, as a Bank
                                      
                                      
                                      By: /s/ Kathryn Plumb
                                         ---------------------------------------
                                         Title: VICE PRESIDENT
                                      
Address for Notice:

1132 Bishop Street
Honolulu, Hawaii  96813
Attn: KATHRYN PLUMB
Telecopy: 808-525-6372

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      ALLIED IRISH BANKS, P.L.C., Cayman Islands
                                      Branch, as a Bank
                                      
                                      
                                      By: /s/ Marcia Meeker
                                         ---------------------------------------
                                         Title: V.P.
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: S.V.P.
                                      
Address for Notice:

405 Park Avenue
New York, New York  10022
Attn:
Telecopy:

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      POSTIPANKKI LTD., as a Bank


                                      By: /s/ LAWRENCE HALM    /s/ [ILLEGIBLE]
                                         -------------------------------------
                                         Title: SENIOR                 MANAGER
                                                VICE PRESIDENT

Address for Notice:

153 East 53rd Street
New York, New York  10022
Attn: LAWRENCE HALM
Telecopy: 212 758 0011

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      NIPPON CREDIT BANK, as a Bank
                                      
                                      
                                      By: /s/ Barry S. Fein
                                         ---------------------------------------
                                         Title: Assistant Vice President
                                      
Address for Notice:
                                      
245 Park Avenue
New York, New York 10167
Attn: Barry S. Fein
Telecopy: (212) 490-3895

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      WELLS FARGO BANK, N.A.,
                                      as a Bank
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: VICE PRESIDENT

Address for Notice:

885 Third Avenue
New York, New York  10022
Attn: Roy Roberts
Telecopy: 212-836-4031

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      FIRST UNION NATIONAL BANK, as a Bank
                                      
                                      
                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: AVP
                                      
Address for Notice:

301 South College Street
Charlotte, North Carolina  28288-0737
Attn:
Telecopy:

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                     SWISS BANK CORPORATION, NY BRANCH, 
                     as a Bank


                     By: /s/ Thomas Eggenschwiler       /s/ Thomas R. Salzano   
                         ----------------------------   ------------------------
                        Title: Thomas Eggenschwiler     Thomas R. Salzano
                               Executive Director       Associate Director
                               Credit Risk Management   Banking Finance Support,
                                                        
                     
Address for Notice:

222 Broadway
New York, New York  10038
Attn:
Telecopy:

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      BANK OF SCOTLAND, as a Bank
                                      
                                      
                                      By: /s/ Catherine M. Oniffrey
                                         ---------------------------------------
                                         Title: CATHERINE M. ONIFFREY
                                                    VICE PRESIDENT

Address for Notice:

565 Fifth Avenue
New York, New York  10017
Attn:
Telecopy:

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      CORESTATES BANK, as a Bank
                                      
                                      
                                      By: /s/ Irene Rosen Marks
                                         ---------------------------------------
                                         Title: Vice President
                                      
Address for Notice:

1345 Chestnut Street
Philadelphia, Pennsylvania  19101-7618
Attn: Irene Rosen Marks
Telecopy: 215-975-7671

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      BANQUE FRANCAISE DU COMMERCE 
                                      EXTERIEUR, as a Bank
                                      
                                      
                                      By: /s/ Pieter J. van Tulder
                                         ---------------------------------------
                                         Title:    Pieter J. van Tulder
                                                Vice President And Manager
                                                   Multinational Group
                                      
                                      
Address for Notice:
                                      
645 Fifth Avenue
New York, New York  10022
Attn: Pieter van Tulder
Telecopy: 212-872-5045

Revolving Credit Commitment: $ 9,000,000

                        SAKS & COMPANY CREDIT AGREEMENT
<PAGE>

                                      GIROCREDIT BANK, AG der SPARKASSEN, 
                                      GRAND CAYMAN ISLAND BRANCH, 
                                      as a Bank
                                      
                                      
                                      By: /s/ Anca Trifan
                                         ---------------------------------------
                                         Title: ANCA TRIFAN
                                                VICE PRESIDENT
                                      
Address for Notice:
                                      
65 East 55th Street
New York, New York 10022
Attn: Anca Trifan
Telecopy: 212-644-0644

Revolving Credit Commitment: $ 7,000,000