<PAGE>

                                                                  Exhibit 10.25

                                CREDIT AGREEMENT

                                  by and among

                         PAPA JOHN'S INTERNATIONAL, INC.


                                       and

                             THE BANKS PARTY HERETO


                                       and

                   BANK ONE, INDIANA, NA, As Syndication Agent


                                       and

    PNC BANK, NATIONAL ASSOCIATION, As Lead Arranger and Administrative Agent

                           Dated as of March 17, 2000


<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(B)       -      COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)       -      EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(P)       -      PERMITTED LIENS
SCHEDULE 5.1.1        -      QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2        -      CAPITALIZATION
SCHEDULE 5.1.3        -      SUBSIDIARIES
SCHEDULE 5.1.13       -      CONSENTS AND APPROVALS
SCHEDULE 5.1.20       -      EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 5.1.22       -      ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.2.1        -      PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4        -      RESTRICTED INVESTMENTS IN EXCLUDED
                             SUBSIDIARIES EXISTING ON THE CLOSING DATE

EXHIBITS

EXHIBIT 1.1(A)        -      ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)        -      BANK JOINDER
EXHIBIT 1.1(G)(1)     -      GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)     -      GUARANTY AGREEMENT
EXHIBIT 1.1(I)        -      INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)        -      REVOLVING CREDIT NOTE
EXHIBIT 2.4           -      LOAN REQUEST
EXHIBIT 6.1.4         -      OPINION OF COUNSEL
EXHIBIT 7.2.6         -      ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3         -      QUARTERLY COMPLIANCE CERTIFICATE


                                      -i-
<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is dated as of March 17, 2000 and is made by and
among PAPA JOHN'S INTERNATIONAL, INC., a Delaware corporation (the "Borrower"),
each of the Guarantors (as hereinafter defined), the BANKS (as hereinafter
defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative
agent for the Banks under this Agreement (hereinafter referred to in such
capacity as the "Administrative Agent"), and BANK ONE, INDIANA, NA, in its
capacity as the syndication agent for the Banks under this Agreement.

                                   WITNESSETH:

         WHEREAS, the Borrower has requested the Banks to provide a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$150,000,000, as the same may be increased hereafter; and

         WHEREAS, the revolving credit facility shall be used for general
corporate purposes and to repurchase the Borrower's common stock; and

         WHEREAS, the Banks are willing to provide such credit upon the terms
and conditions hereinafter set forth;

         NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

                             1. CERTAIN DEFINITIONS

         1.1 CERTAIN DEFINITIONS.

            In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

                  AFFILIATE as to any Person shall mean any other Person (i)
which directly or indirectly controls, is controlled by, or is under common
control with such Person, (ii) which beneficially owns or holds 5% or more of
any class of the voting or other equity interests of such Person, or (iii) 5% or
more of any class of voting interests or other equity interests of which is
beneficially owned or held, directly or indirectly, by such Person. Control, as
used in this definition, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting


<PAGE>

securities, by contract or otherwise, including the power to elect a majority of
the directors or trustees of a corporation or trust, as the case may be.

                  ADMINISTRATIVE AGENT shall mean PNC Bank, National
Association, and its successors and assigns.

                  ADMINISTRATIVE AGENT'S FEE shall have the meaning
assigned to that term in Section 9.15.

                  ADMINISTRATIVE AGENT'S LETTER shall have the meaning assigned
to that term in Section 9.15.

                  AGREEMENT shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules
and exhibits.

                  ANNUAL STATEMENTS shall have the meaning assigned to that term
in Section 5.1.9((i)).

                  APPLICABLE COMMITMENT FEE RATE shall mean the percentage rate
per annum based on the Leverage Ratio then in effect according to the pricing
grid on SCHEDULE 1.1(A) below the heading "Commitment Fee." The Applicable
Commitment Fee Rate shall be computed in accordance with the parameters set
forth on Schedule 1.1(A).

                  APPLICABLE MARGIN shall mean, as applicable:

                  (A) the percentage spread to be added to Base Rate under the
Base Rate Option based on the Leverage Ratio then in effect according to the
pricing grid on SCHEDULE 1.1(A) below the heading "Base Rate Spread",

                  (B) the percentage spread to be added to Euro-Rate under the
Euro-Rate Option based on the Leverage Ratio then in effect according to the
pricing grid on SCHEDULE 1.1(A) below the heading "Euro-Rate Spread", or

                  The Applicable Margin shall be computed in accordance with the
parameters set forth on Schedule 1.1(A).

                  ASSIGNMENT AND ASSUMPTION AGREEMENT shall mean an Assignment
and Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and
the Administrative Agent, as Administrative Agent and on behalf of the remaining
Banks, substantially in the form of EXHIBIT 1.1(A).

                  AUTHORIZED OFFICER shall mean those individuals, designated by
written notice to the Administrative Agent from the Borrower, authorized to
execute notices, reports and other documents on behalf of the Loan Parties
required hereunder. The Borrower may amend


                                      -2-
<PAGE>

such list of individuals from time to time by giving written notice of such
amendment to the Administrative Agent.

                  BANKS shall mean the financial institutions named on SCHEDULE
1.1(B) and their respective successors and assigns as permitted hereunder, each
of which is referred to herein as a Bank.

                  BASE NET WORTH shall mean the sum of $260,000,000.

                  PLUS

                  (i) 50% of consolidated net income of the Borrower and its
Subsidiaries for each fiscal quarter in which net income was earned (as opposed
to a net loss) during the period from December 27,1999 through the date of
determination

                  LESS

                  (ii) the aggregate consideration paid by the Borrower during
the period from December 27,1999 through the date of determination in connection
with the purchase by the Borrower of its capital stock.

                  BASE RATE shall mean the greater of (i) the interest rate per
annum announced from time to time by the Administrative Agent at its Principal
Office as its then prime rate, which rate may not be the lowest rate then being
charged commercial borrowers by the Administrative Agent, or (ii) the Federal
Funds Effective Rate plus 1/2% per annum.

                  BASE RATE OPTION shall mean the option of the Borrower to have
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1((i)).

                  BANK JOINDER shall mean that form of Joinder pursuant to which
a New Commitment Provider shall provide Commitments hereunder and, if it is a
New Lender, join this Credit Agreement Exhibit 1.1(B).

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

                  BIBP COMMODITIES GUARANTY shall mean that certain Guaranty of
the Borrower in favor of PNC Bank guarantying the obligations of BIBP
Commodities, Inc. ("BIBP") under any short-term loans made by PNC to BIBP, which
Guaranty is limited to a maximum principal amount of $5,000,000.

                  BORROWER shall mean Papa John's International, Inc., a
corporation organized and existing under the laws of the State of Delaware.


                                      -3-
<PAGE>

                  BORROWING DATE shall mean, with respect to any Loan, the date
for the making thereof or the renewal or conversion thereof at or to the same or
a different Interest Rate Option, which shall be a Business Day.

                  BORROWING TRANCHE shall mean specified portions of Loans
outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which
become subject to the same Interest Rate Option under the same Loan Request by
the Borrower and which have the same Interest Period shall constitute one
Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.

                  BUSINESS DAY shall mean any day other than a Saturday or
Sunday or a legal holiday on which commercial banks are authorized or required
to be closed for business in Pittsburgh, Pennsylvania and if the applicable
Business Day relates to any Loan to which the Euro-Rate Option applies, such day
must also be a day on which dealings are carried on in the London interbank
market.

                  CLOSING DATE shall mean the Business Day on which the first
Loan shall be made, which shall be March 17, 2000.

                  COMMERCIAL LETTER OF CREDIT shall mean any Letter of Credit
which is a commercial letter of credit issued in respect of the purchase of
goods or services by one or more of the Loan Parties in the ordinary course of
their business.

                  COMMITMENT shall mean, as to any Bank at any time, the amount
initially set forth opposite its name on SCHEDULE 1.1(B) in the column labeled
"Amount of Commitment for Loans," and thereafter on Schedule I to the most
recent Assignment and Assumption Agreement, and COMMITMENTS shall mean the
aggregate Commitments of all of the Banks.

                  COMMITMENT FEE shall have the meaning assigned to that term in
Section 2.3.

                  COMPLIANCE CERTIFICATE shall have the meaning assigned to such
term in Section 7.3.3.

                  CONSOLIDATED NET WORTH shall mean as of any date of
determination total stockholders' equity of the Borrower and its Subsidiaries as
of such date determined and consolidated in accordance with GAAP.

                  CONTAMINATION shall mean the presence or release or threat of
release of Regulated Substances in, on, under or emanating to or from the
Property, which pursuant to Environmental Laws requires notification or
reporting to an Official Body, or which pursuant to Environmental Laws requires
the investigation, cleanup, removal, remediation, containment, abatement of or
other response action or which otherwise constitutes a violation of
Environmental Laws.


                                      -4-
<PAGE>

                  DOLLAR, DOLLARS, U.S. DOLLARS and the symbol $ shall mean
lawful money of the United States of America.

                  DRAWING DATE shall have the meaning assigned to that term in
Section 2.9.3.2.

                  EBITDA for any period of determination shall mean (i) the sum
of net income, depreciation, amortization, other non-cash charges to net income,
interest expense and income tax expense minus (ii) non-cash credits to net
income, in each case of the Borrower and its Subsidiaries for such period
determined and consolidated in accordance with GAAP.

                  ENVIRONMENTAL COMPLAINT shall mean any written complaint by
any Person or Official Body setting forth a cause of action for personal injury
or property damage, natural resource damage, contribution or indemnity for
response costs, civil or administrative penalties, criminal fines or penalties,
or declaratory or equitable relief arising under any Environmental Laws or any
order, notice of violation, citation, subpoena, request for information or other
written notice or demand of any type issued by an Official Body pursuant to any
Environmental Laws.

                  ENVIRONMENTAL LAWS shall mean all federal, state, local and
foreign Laws and any consent decrees, settlement agreements, judgments, orders,
directives, policies or programs issued by or entered into with an Official Body
pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health or the environment; (iii) employee safety in the workplace; (iv)
the presence, use, management, generation, manufacture, processing, extraction,
treatment, recycling, refining, reclamation, labeling, transport, storage,
collection, distribution, disposal or release or threat of release of Regulated
Substances; (v) the presence of Contamination; (vi) the protection of endangered
or threatened species; and (vii) the protection of Environmentally Sensitive
Areas.

                  ENVIRONMENTALLY SENSITIVE AREA shall mean (i) any wetland as
defined by applicable Environmental Laws; (ii) any area designated as a coastal
zone pursuant to applicable Laws, including Environmental Laws; (iii) any area
of historic or archeological significance or scenic area as defined or
designated by applicable Laws, including Environmental Laws; (iv) habitats of
endangered species or threatened species as designated by applicable Laws,
including Environmental Laws; or (v) a floodplain or other flood hazard area as
defined pursuant to any applicable Laws.

                  ERISA shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

                  ERISA GROUP shall mean, at any time, the Borrower and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under


                                      -5-
<PAGE>

common control and all other entities which, together with the Borrower, are
treated as a single employer under Section 414 of the Internal Revenue Code.

                  EURO-RATE shall mean, with respect to the Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period,
the interest rate per annum determined by the Administrative Agent by dividing
(the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of
1% per annum) (i) the rate of interest determined by the Administrative Agent in
accordance with its usual procedures (which determination shall be conclusive
absent manifest error) to be the average of the London interbank offered rates
for U.S. Dollars quoted by the British Bankers' Association as set forth on Dow
Jones Markets Service (formerly known as Telerate) (or appropriate successor or,
if the British Bankers' Association or its successor ceases to provide such
quotes, a comparable replacement determined by the Administrative Agent) display
page 3750 (or such other display page on the Dow Jones Markets Service system as
may replace display page 3750) two (2) Business Days prior to the first day of
such Interest Period for an amount comparable to such Borrowing Tranche and
having a borrowing date and a maturity comparable to such Interest Period by
(ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The
Euro-Rate may also be expressed by the following formula:

                           Average of London interbank offered rates quoted
                           by BBA or appropriate successor as shown on
         Euro-Rate =       Dow Jones Markets Service display page 3750
                           --------------------------------------------
                                 1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrower of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

                  EURO-RATE OPTION shall mean the option of the Borrower to have
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1((ii)).

                  EURO-RATE RESERVE PERCENTAGE shall mean as of any day the
maximum percentage in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
reserve requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities").

                  EVENT OF DEFAULT shall mean any of the events described in
Section 8.1 and referred to therein as an "Event of Default."

                  EXCLUDED DOMESTIC SUBSIDIARY SHALL MEAN THOSE FOUR
SUBSIDIARIES OF THE BORROWER IDENTIFIED AS EXCLUDED DOMESTIC SUBSIDIARIES ON
SCHEDULE 5.1.3.


                                      -6-
<PAGE>

                  EXCLUDED SUBSIDIARY shall mean any Subsidiary of the
Borrower which is not a Loan Party.

                  EXISTING LETTERS OF CREDIT shall mean the letters of credit
listed on SCHEDULE 1(E). The Existing Letters of Credit shall be Letters of
Credit under this Agreement on and after the Closing Date and the Banks shall
participate in such Letters of Credit pursuant to Section 2.9.

                  EXPIRATION DATE shall mean, with respect to the Commitments,
March 17, 2003.

                  FEDERAL FUNDS EFFECTIVE RATE for any day shall mean the rate
per annum (based on a year of 360 days and actual days elapsed and rounded
upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New
York (or any successor) on such day as being the weighted average of the rates
on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank (or
any successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "Federal Funds
Effective Rate" as of the date of this Agreement; PROVIDED, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.

                  FINANCIAL PROJECTIONS shall have the meaning assigned to that
term in Section 5.1.9((ii)).

                  FOREIGN SUBSIDIARY shall mean any Subsidiary of the Borrower
which is organized under the Laws of a country other than the United States of
America.

                  GAAP shall mean generally accepted accounting principles as
are in effect from time to time, subject to the provisions of Section 1.3, and
applied on a consistent basis both as to classification of items and amounts.

                  GOVERNMENTAL ACTS shall have the meaning assigned to that term
in Section 2.9.8.

                  GUARANTOR shall mean each of the parties to this Agreement
which is designated as a "Guarantor" on the signature page hereof and each other
Person which joins this Agreement as a Guarantor after the date hereof pursuant
to Section 10.18. Each of the Subsidiaries of the Borrower shall join this
Agreement as a Guarantor except that each Foreign Subsidiary and each Excluded
Domestic Subsidiary shall not be required to join this Agreement as a Guarantor.


                                      -7-
<PAGE>

                  GUARANTOR JOINDER shall mean a joinder by a Person as a
Guarantor under this Agreement, the Guaranty Agreement and the other Loan
Documents in the form of EXHIBIT 1.1(G)(1).

                  GUARANTY of any Person shall mean any obligation of such
Person guaranteeing or in effect guaranteeing any liability or obligation of any
other Person in any manner, whether directly or indirectly, including any
agreement to indemnify or hold harmless any other Person, any performance bond
or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection
in the ordinary course of business.

                  GUARANTY AGREEMENT shall mean the Guaranty and Suretyship
Agreement in substantially the form of EXHIBIT 1.1(G)(2) executed and delivered
by each of the Guarantors to the Administrative Agent for the benefit of the
Banks.

                  HISTORICAL STATEMENTS shall have the meaning assigned to that
term in Section 5.1.9((i)).

                  INDEBTEDNESS shall mean, as to any Person at any time, any
and all indebtedness, obligations or liabilities (whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several) of such Person for or in respect of: (i)
borrowed money, excluding the Jeffersontown IRB, so long as (i) the
Jeffersontown IRB is owned by Capital Delivery, Inc., (ii) Capital Delivery
Inc. shall be a wholly-owned Subsidiary of the Borrower, and (iii) the
principal amount thereof does not exceed $70,200,000, (ii) amounts raised
under or liabilities in respect of any note purchase or acceptance credit
facility, (iii) reimbursement obligations (contingent or otherwise) under any
letter of credit, currency swap agreement, interest rate swap, cap, collar or
floor agreement or other interest rate management device, (iv) any other
transaction (including forward sale or purchase agreements, capitalized
leases and conditional sales agreements) having the commercial effect of a
borrowing of money entered into by such Person to finance its operations or
capital requirements (but not including trade payables and accrued expenses
incurred in the ordinary course of business which are not represented by a
promissory note or other evidence of indebtedness and which are not more than
thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed
money, excluding the BIBP Commodities Guaranty.

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

                  INSOLVENCY PROCEEDING shall mean, with respect to any Person,
(a) a case, action or proceeding with respect to such Person (i) before any
court or any other Official Body under any bankruptcy, insolvency,
reorganization or other similar Law now or hereafter in effect, or (ii) for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or otherwise
relating to the liquidation,


                                      -8-
<PAGE>

dissolution, winding-up or relief of such Person, or (b) any general assignment
for the benefit of creditors, composition, marshaling of assets for creditors,
or other, similar arrangement in respect of such Person's creditors generally or
any substantial portion of its creditors; undertaken under any Law.

                  INTERCOMPANY SUBORDINATION AGREEMENT shall mean a
Subordination Agreement among the Loan Parties in the form attached hereto as
EXHIBIT 1.1(I).

                  INTEREST COVERAGE RATIO shall be computed as of the end of
each quarter for the Borrower and its Subsidiaries determined on a consolidated
basis in accordance with GAAP for the four (4) quarters then ended and shall be
the ratio of (i) EBITDA plus rental expense, plus preopening expenses relating
to restaurants, less capital expenditures, to (ii) interest expense, rental
expense and preopening expenses relating to restaurants.

                  INTEREST PERIOD shall mean the period of time selected by the
Borrower in connection with (and to apply to) any election permitted hereunder
by the Borrower to have Loans bear interest under the Euro-Rate Option. Subject
to the last sentence of this definition, such period shall be one, two, three or
six Months if Borrower selects the Euro-Rate Option. Such Interest Period shall
commence on the effective date of such Interest Rate Option, which shall be (i)
the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of
renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or
converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest Period which would
otherwise end on a date which is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, and (B) the Borrower shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Expiration
Date.

                  INTEREST RATE OPTION shall mean any Euro-Rate Option or Base
Rate Option.

                  INTERIM STATEMENTS shall have the meaning assigned to that
term in Section 5.1.9((i)).

                  INTERNAL REVENUE CODE shall mean the Internal Revenue Code of
1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

                  JEFFERSONTOWN IRB shall mean that certain $7,500,000
Industrial Revenue Bond issued by the City of Jeffersontown, Kentucky on
December 27, 1997 and the $62,700,000 Industrial Revenue Bond issued by the City
of Jeffersontown, Kentucky on November 9, 1999. The $70,200,000 Industrial
Revenue Bond is secured by the transfer of the $70,200,000 of property located
2002 Papa John's Boulevard to the City of Jeffersontown.


                                      -9-
<PAGE>

                  LABOR CONTRACTS shall mean all employment agreements,
employment contracts, collective bargaining agreements and other agreements
among any Loan Party or Subsidiary of a Loan Party and its employees.

                  LAW shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval, lien or
award of or settlement agreement with any Official Body.

                  LETTER OF CREDIT shall have the meaning assigned to that term
in Section 2.9.1.

                  LETTER OF CREDIT BORROWING shall have the meaning assigned to
such term in Section 2.9.3.4.

                  LETTER OF CREDIT FEE shall have the meaning assigned to that
term in Section 2.9.2.

                  LETTERS OF CREDIT OUTSTANDING shall mean at any time the sum
of (i) the aggregate undrawn face amount of outstanding Letters of Credit and
(ii) the aggregate amount of all unpaid and outstanding Reimbursement
Obligations and Letter of Credit Borrowings.

                  LEVERAGE RATIO shall mean as of any date of determination, the
ratio of consolidated Indebtedness of the Loan Parties as of such date to EBITDA
for the four quarters ending on such date (or the immediately four fiscal
quarters if such date is not a fiscal quarter end).

                  LIEN shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

                  LLC INTERESTS shall have the meaning given to such term in
Section 5.1.3.

                  LOAN DOCUMENTS shall mean this Agreement, the Administrative
Agent's Letter, the Guaranty Agreement, the Intercompany Subordination
Agreement, the Notes, and any other instruments, certificates or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented or amended
from time to time in accordance herewith or therewith, and LOAN DOCUMENT shall
mean any of the Loan Documents.

                  LOAN PARTIES shall mean the Borrower and the Guarantors.


                                      -10-
<PAGE>

                  LOAN REQUEST shall have the meaning given to such term in
Section 2.4.

                  LOANS shall mean collectively and LOAN shall mean separately
all Loans or any Loan made by the Banks or one of the Banks to the Borrower
pursuant to Section 2.1 or 2.9.3.

                  MATERIAL ADVERSE CHANGE shall mean any set of circumstances or
events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of this Agreement
or any other Loan Document, (b) is or could reasonably be expected to be
material and adverse to the business, properties, assets, financial condition,
results of operations or prospects of the Loan Parties taken as a whole, (c)
impairs materially or could reasonably be expected to impair materially the
ability of the Loan Parties taken as a whole to duly and punctually pay or
perform its Indebtedness, or (d) impairs materially or could reasonably be
expected to impair materially the ability of the Administrative Agent or any of
the Banks, to the extent permitted, to enforce their legal remedies pursuant to
this Agreement or any other Loan Document.

                  MONTH, with respect to an Interest Period under the Euro-Rate
Option, shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period. If any
Euro-Rate Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in which such Interest Period is
to end, the final month of such Interest Period shall be deemed to end on the
last Business Day of such final month.

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

                  MULTIPLE EMPLOYER PLAN shall mean a Plan which has two or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

                  NOTES shall mean collectively and NOTE shall mean separately
all the Notes of the Borrower in the form of EXHIBIT 1.1(N) evidencing the Loans
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

                  NOTICES shall have the meaning assigned to that term in
Section 10.6.

                  OBLIGATION shall mean any obligation or liability of any of
the Loan Parties to the Administrative Agent or any of the Banks, howsoever
created, arising or evidenced,


                                      -11-
<PAGE>

whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due, under or in connection with this Agreement, the Notes,
the Letters of Credit, the Administrative Agent's Letter or any other Loan
Document.

                  OFFICIAL BODY shall mean any national, federal, state, local
or other government or political subdivision or any agency, authority, board,
bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

                  PARTICIPATION ADVANCE shall mean, with respect to any Bank,
such Bank's payment in respect of its participation in a Letter of Credit
Borrowing according to its Ratable Share pursuant to Section 2.9.3.4.

                  PARTNERSHIP INTERESTS shall have the meaning given to such
term in Section 5.1.3.

                  PBGC shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.

                  PERMITTED ACQUISITIONS shall have the meaning assigned to such
term in Section 7.2.6.

                  PERMITTED INVESTMENTS shall mean:

                     (i) direct obligations of the United States of America or
any agency or instrumentality thereof or obligations backed by the full faith
and credit of the United States of America maturing in twelve (12) months or
less from the date of acquisition;

                     (ii) commercial paper maturing in 180 days or less rated
not lower than A-1, by Standard & Poor's or P-1 by Moody's Investors Service,
Inc. on the date of acquisition;

                     (iii) demand deposits, time deposits or certificates of
deposit maturing within one year in commercial banks whose obligations are rated
A-1, A or the equivalent or better by Standard & Poor's on the date of
acquisition, and

                     (iv) bond funds with investments in short and intermediate
term investment grade debt obligations with portfolio maturity of not more than
three years

                     (v) PJ America stock warrant for purchase of 225,000 shares
of common stock at a purchase price of $11.25 per share, exercisable in whole or
in part any time within five years of October 25, 1996 (the closing date of the
Borrower's initial public offering). .

                  PERMITTED LIENS shall mean:


                                      -12-
<PAGE>

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

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

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

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

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

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

                     (vii) Liens on property leased by any Loan Party or
Subsidiary of a Loan Party under capital and operating leases securing
obligations of such Loan Party or Subsidiary to the lessor under such leases;

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

                     (ix) Purchase Money Security Interests, PROVIDED that the
aggregate amount of loans and deferred payments secured by such Purchase Money
Security Interests shall not exceed $10,000,000 (excluding for the purpose of
this computation any loans or deferred payments secured by Liens described on
SCHEDULE 1.1(P)); and

                     (x) The following, (A) if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
within thirty (30) days of entry, and in either case


                                      -13-
<PAGE>

they do not in the aggregate, materially impair the ability of any Loan Party to
perform its Obligations hereunder or under the other Loan Documents:

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

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

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

                  (4) Liens resulting from final judgments or orders
            described in Section 8.1.6.

                  PERSON shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.

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

                  PNC BANK shall mean PNC Bank, National Association, its
successors and assigns.

                  POTENTIAL DEFAULT shall mean any event or condition which with
notice, passage of time or a determination by the Administrative Agent or the
Required Banks, or any combination of the foregoing, would constitute an Event
of Default.

                  PRINCIPAL OFFICE shall mean the main banking office of the
Administrative Agent in Pittsburgh, Pennsylvania.

                  PROHIBITED TRANSACTION shall mean any prohibited transaction
as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA
for which neither an individual nor a class exemption has been issued by the
United States Department of Labor.


                                      -14-
<PAGE>

                  PROPERTY shall mean all real property, both owned and leased,
of any Loan Party or Subsidiary of a Loan Party.

                  PURCHASE MONEY SECURITY INTEREST shall mean Liens upon
tangible personal property securing loans to any Loan Party or Subsidiary of a
Loan Party or deferred payments by such Loan Party or Subsidiary for the
purchase of such tangible personal property.

                  PURCHASING BANK shall mean a Bank which becomes a party to
this Agreement by executing an Assignment and Assumption Agreement.

                  RATABLE SHARE shall mean the proportion that a Bank's
Commitment bears to the Commitments of all of the Banks.

                  REGULATED SUBSTANCES shall mean, without limitation, any
substance, material or waste, regardless of its form or nature, defined under
Environmental Laws as a "hazardous substance," "pollutant," "pollution,"
"contaminant," "hazardous or toxic substance," "extremely hazardous substance,"
"toxic chemical," "toxic substance," "toxic waste," "hazardous waste," "special
handling waste," "industrial waste," "residual waste," "solid waste," "municipal
waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical
waste," or "regulated substance" or any other material, substance or waste,
regardless of its form or nature, which otherwise is regulated by Environmental
Laws.

                  REGULATION U shall mean Regulation U, T or X as promulgated by
the Board of Governors of the Federal Reserve System, as amended from time to
time.

                  REIMBURSEMENT OBLIGATION shall have the meaning assigned to
such term in Section 2.9.3.2.

                  REPORTABLE EVENT shall mean a reportable event described in
Section 4043 of ERISA and regulations thereunder with respect to a Plan or
Multiemployer Plan.

                  REQUIRED BANKS shall mean

                     (i) if there are no Loans, Reimbursement Obligations or
Letter of Credit Borrowings outstanding, Banks whose Commitments aggregate at
least 51% of the Commitments of all of the Banks, or

                     (ii) if there are Loans, Reimbursement Obligations, or
Letter of Credit Borrowings outstanding, any Bank or group of Banks if the sum
of the Loans, Reimbursement Obligations and Letter of Credit Borrowings of such
Banks then outstanding aggregates at least 51% of the total principal amount of
all of the Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding. Reimbursement Obligations and Letter of Credit Borrowings shall be
deemed, for purposes of this definition, to be in favor of the Administrative
Agent and not a participating Bank if such Bank has not made its Participation


                                      -15-
<PAGE>

Advance in respect thereof and shall be deemed to be in favor of such Bank to
the extent of its Participation Advance if it has made its Participation Advance
in respect thereof.

                  REQUIRED ENVIRONMENTAL NOTICES shall mean all notices,
reports, plans, forms or other filings which pursuant to Environmental Laws,
Required Environmental Permits or at the request or direction of an Official
Body either must be submitted to an Official Body or which otherwise must be
maintained.

                  REQUIRED ENVIRONMENTAL PERMITS shall mean all permits,
licenses, bonds, consents, programs, approvals or authorizations required under
Environmental Laws to own, occupy or maintain the Property or which otherwise
are required for the operations and business activities of the Borrower or
Guarantors.

                  RESTRICTED INVESTMENTS shall mean all of the following with
respect to any Person, including any Excluded Subsidiary or other Person: (i)
investments or contributions by any of the Loan Parties directly or indirectly
in or to the capital of or other payments to or for the benefit of such Person,
(ii) loans by any of the Loan Parties directly or indirectly to such Person,
(iii) guaranties by any of the Loan Parties directly or indirectly of the
obligations of such Person, or (iv) other obligations, contingent or otherwise,
of any of the Loan Parties to or for the benefit of such Person.

                  REVOLVING FACILITY USAGE shall mean at any time the sum of the
Loans outstanding and the Letters of Credit Outstanding.

                  SECTION 20 SUBSIDIARY shall mean the Subsidiary of the bank
holding company controlling any Bank, which Subsidiary has been granted
authority by the Federal Reserve Board to underwrite and deal in certain
Ineligible Securities.

                  SHARES shall have the meaning assigned to that term in Section
5.1.2.

                  STANDARD & POOR'S shall mean Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc.

                  STANDBY LETTER OF CREDIT shall mean a Letter of Credit issued
to support obligations of one or more of the Loan Parties, contingent or
otherwise, which finance the working capital and business needs of the Loan
Parties incurred in the ordinary course of business.

                  SUBSIDIARY of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or number of
votes) of the outstanding capital stock or shares of beneficial interest
normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting
rights) is at such time owned directly or indirectly by such Person or one or
more of such Person's Subsidiaries, (ii) any partnership of which such Person is
a general partner or of which 50% or more of the partnership interests is at the
time directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries, (iii) any limited liability company of which such Person is a
member or of which


                                      -16-

<PAGE>

50% or more (by number of shares or number of votes) of the outstanding capital
stock or shares of beneficial interest normally entitled to vote for the
election of one or more directors or trustees (regardless of any contingency
which does or may suspend or dilute the voting rights) is at such time owned
directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person's Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the limited liability company interests is at the time directly
or indirectly owned by such Person or one or more of such Person's Subsidiaries
or (iv) any corporation, trust, partnership, limited liability company or other
entity which is controlled or capable of being controlled by such Person or one
or more of such Person's Subsidiaries.

                  SUBSIDIARY SHARES shall have the meaning assigned to that term
in Section 5.1.3.

                  SYNDICATION AGENT shall mean Bank One, Indiana, NA, and its
successors and assigns. The Syndication Agent shall have no rights duties or
obligations in such capacity under this agreement or the other Loan Documents.

                  TRANSFEROR BANK shall mean the selling Bank pursuant to an
Assignment and Assumption Agreement.

         1.2 CONSTRUCTION.

            Unless the context of this Agreement otherwise clearly requires, the
following rules of construction shall apply to this Agreement and each of the
other Loan Documents:

                  1.2.1. NUMBER; INCLUSION.

                  references to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or," and "including" has the meaning represented by the phrase "including
without limitation";

                  1.2.2. DETERMINATION.

                  references to "determination" of or by the Administrative
Agent or the Banks shall be deemed to include good-faith estimates by the
Administrative Agent or the Banks (in the case of quantitative determinations)
and good-faith beliefs by the Administrative Agent or the Banks (in the case of
qualitative determinations) and such determination shall be conclusive absent
manifest error;

                  1.2.3. ADMINISTRATIVE AGENT'S DISCRETION AND CONSENT.

                  whenever the Administrative Agent or the Banks are granted the
right herein to act in its or their sole discretion or to grant or withhold
consent such right shall be exercised in good faith;


                                      -17-
<PAGE>

                  1.2.4. DOCUMENTS TAKEN AS A WHOLE.

                  the words "hereof," "herein," "hereunder," "hereto" and
similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document as a whole and not to any particular
provision of this Agreement or such other Loan Document;

                  1.2.5. HEADINGS.

                  the section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

                  1.2.6. IMPLIED REFERENCES TO THIS AGREEMENT.

                  article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

                  1.2.7. PERSONS.

                  reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;

                  1.2.8. MODIFICATIONS TO DOCUMENTS.

                  reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

                  1.2.9. FROM, TO AND THROUGH.

                  relative to the determination of any period of time, "from"
means "from and including," "to" means "to but excluding," and "through" means
"through and including"; and

                  1.2.10. SHALL; WILL.

                  references to "shall" and "will" are intended to have the same
meaning.


                                      -18-
<PAGE>

                  1.3 ACCOUNTING PRINCIPLES.

                  Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the
meanings ascribed to such terms by GAAP; PROVIDED, HOWEVER, that all accounting
terms used in Section 7.2 [Negative Covenants] (and all defined terms used in
the definition of any accounting term used in Section 7.2 shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date
hereof applied on a basis consistent with those used in preparing the Annual
Statements referred to in Section 5.1.9((i)) [Historical Statements]. In the
event of any change after the date hereof in GAAP, and if such change would
result in the inability to determine compliance with the financial covenants set
forth in Section 7.2 based upon the Borrower's regularly prepared financial
statements by reason of the preceding sentence, then the parties hereto agree to
endeavor, in good faith, to agree upon an amendment to this Agreement that would
adjust such financial covenants in a manner that would not affect the substance
thereof, but would allow compliance therewith to be determined in accordance
with the Borrower's financial statements at that time.

                     2. REVOLVING CREDIT FACILITY

                  2.1 REVOLVING CREDIT COMMITMENTS.

                  Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Bank severally agrees
to make Loans to the Borrower at any time or from time to time on or after the
date hereof to the Expiration Date provided that after giving effect to such
Loan the aggregate amount of Loans from such Bank shall not exceed such Bank's
Commitment minus such Bank's Ratable Share of the Letters of Credit Outstanding.
Within such limits of time and amount and subject to the other provisions of
this Agreement, the Borrower may borrow, repay and reborrow pursuant to this
Section 2.1.

                  2.2 NATURE OF BANKS' OBLIGATIONS WITH RESPECT TO LOANS.

                  Each Bank shall be obligated to participate in each request
for Loans pursuant to Section 2.4 [Loan Requests] in accordance with its Ratable
Share. The aggregate of each Bank's Loans outstanding hereunder to the Borrower
at any time shall never exceed its Commitment minus its Ratable Share of the
Letters of Credit Outstanding. The obligations of each Bank hereunder are
several. The failure of any Bank to perform its obligations hereunder shall not
affect the Obligations of the Borrower to any other party nor shall any other
party be liable for the failure of such Bank to perform its obligations
hereunder. The Banks shall have no obligation to make Loans hereunder on or
after the Expiration Date.


                                      -19-
<PAGE>

                  2.3 COMMITMENT FEES.

                  Accruing from the date hereof until the Expiration Date, the
Borrower agrees to pay to the Administrative Agent for the account of each Bank,
as consideration for such Bank's Commitment hereunder, a nonrefundable
commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee
Rate per annum (computed on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed) on the average daily difference between the
amount of (i) such Bank's Commitment as the same may be constituted from time to
time and (ii) the sum of such Bank's Loans outstanding plus its Ratable Share of
Letters of Credit Outstanding. All Commitment Fees shall be payable in arrears
on the first Business Day of each April, July, October and January after the
date hereof and on the Expiration Date or upon acceleration of the Notes.

                  2.4 REVOLVING CREDIT FACILITY FEE.

                  The Borrower agrees to pay to the Administrative Agent for the
account of each Bank, as consideration for such Bank's Revolving Credit
Commitment, a nonrefundable facility fee equal to .05% of such Bank's
Commitment, payable on the Closing Date.

                  2.5 LOAN REQUESTS.

                  Except as otherwise provided herein, the Borrower may from
time to time prior to the Expiration Date request the Banks to make Loans, or
renew or convert the Interest Rate Option applicable to existing Loans pursuant
to Section 3.2 [Interest Periods], by delivering to the Administrative Agent,
not later than 10:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to
the proposed Borrowing Date with respect to the making of Loans to which the
Euro-Rate Option applies or the conversion to or the renewal of the Euro-Rate
Option for any Loans; and (ii) one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of a Loan to which the Base Rate
Option applies or the last day of the preceding Interest Period with respect to
the conversion to the Base Rate Option for any Loan, of a duly completed request
therefor substantially in the form of EXHIBIT 2.5 or a request by telephone
immediately confirmed in writing by letter, facsimile or telex in such form
(each, a "Loan Request"), it being understood that the Administrative Agent may
rely on the authority of any individual making such a telephonic request without
the necessity of receipt of such written confirmation. Each Loan Request shall
be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Loans comprising each Borrowing Tranche, which
shall be in integral multiples of $1,000,000 and not less than $5,000,000 for
each Borrowing Tranche to which the Euro-Rate Option applies and not less than
the lesser of $1,000,000 or the maximum amount available for Borrowing Tranches
to which the Base Rate Option applies; (iii) whether the Euro-Rate Option or
Base Rate Option shall apply to the proposed Loans comprising the applicable
Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the
Euro-Rate Option applies, an appropriate Interest Period for the Loans
comprising such Borrowing Tranche.


                                      -20-
<PAGE>

                  2.6 MAKING LOANS.

                  The Administrative Agent shall, promptly after receipt by it
of a Loan Request pursuant to Section 2.5 [Loan Requests], notify the Banks of
its receipt of such Loan Request specifying: (i) the proposed Borrowing Date and
the time and method of disbursement of the Loans requested thereby; (ii) the
amount and type of each such Loan and the applicable Interest Period (if any);
and (iii) the apportionment among the Banks of such Loans as determined by the
Administrative Agent in accordance with Section 2.2 [Nature of Banks'
Obligations]. Each Bank shall remit the principal amount of each Loan to the
Administrative Agent such that the Administrative Agent is able to, and the
Administrative Agent shall, to the extent the Banks have made funds available to
it for such purpose and subject to Section 6.2 [Each Additional Loan], fund such
Loans to the Borrower in U.S. Dollars and immediately available funds at the
Principal Office prior to 2:00 p.m., Pittsburgh time, on the applicable
Borrowing Date, PROVIDED that if any Bank fails to remit such funds to the
Administrative Agent in a timely manner, the Administrative Agent may elect in
its sole discretion to fund with its own funds the Loans of such Bank on such
Borrowing Date, and such Bank shall be subject to the repayment obligation in
Section 9.16 [Availability of Funds].

                  2.7 NOTES.

                  The Obligation of the Borrower to repay the aggregate unpaid
principal amount of the Loans made to it by each Bank, together with interest
thereon, shall be evidenced by a Note dated the Closing Date payable to the
order of such Bank in a face amount equal to the Commitment of such Bank.

                  2.8 USE OF PROCEEDS.

                  The proceeds of the Loans shall be used for general corporate
purposes and to purchase the common stock of the Borrower and in accordance with
Section 7.1.10 [Use of Proceeds].

                  2.9 LETTER OF CREDIT SUBFACILITY.

                     2.9.1. ISSUANCE OF LETTERS OF CREDIT.

                     Borrower may request the issuance of a letter of credit
(each a "Letter of Credit" any Existing Letter of Credit also shall be a Letter
of Credit under this Agreement) on behalf of itself or another Loan Party by
delivering to the Administrative Agent a completed application and agreement for
letters of credit in such form as the Administrative Agent may specify from time
to time by no later than 10:00 a.m., Pittsburgh time, at least three (3)
Business Days, or such shorter period as may be agreed to by the Administrative
Agent, in advance of the proposed date of issuance. Each Letter of Credit shall
be either a Standby Letter of Credit or a Commercial Letter of Credit. Subject
to the terms and conditions hereof and in reliance on the


                                      -21-
<PAGE>

agreements of the other Banks set forth in this Section 2.9, the Administrative
Agent will issue a Letter of Credit provided that each Letter of Credit shall
(A) have a maximum maturity of twelve (12) months from the date of issuance, and
(B) in no event expire later than ten (10) Business Days prior to the Expiration
Date and providing that in no event shall (i) the Letters of Credit Outstanding
exceed, at any one time, $10,000,000 or (ii) the Revolving Facility Usage
exceed, at any one time, the Commitments.

                  2.9.2. LETTER OF CREDIT FEES.

                  The Borrower shall pay (i) to the Administrative Agent for the
ratable account of the Banks a fee (the "Letter of Credit Fee") equal to the
Applicable Margin applicable to Loans under the Euro-Rate Option per annum, and
(ii) to the Administrative Agent for its own account a fronting fee as provided
in the Administrative Agent's Letter, which fees shall be computed on the basis
of a year of 360 days and actual days elapsed on the daily average Letters of
Credit Outstanding and shall be payable quarterly in arrears commencing with the
first Business Day of each April, July, October and January following issuance
of each Letter of Credit and on the Expiration Date. The Borrower shall also pay
to the Administrative Agent for the Administrative Agent's sole account the
Administrative Agent's then in effect customary fees and administrative expenses
payable with respect to the Letters of Credit as the Administrative Agent may
generally charge or incur from time to time in connection with the issuance,
maintenance, modification (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit.

                  2.9.3. DISBURSEMENTS, REIMBURSEMENT.

                     2.9.3.1 Immediately upon the Issuance of each Letter of
Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Administrative Agent a participation in such Letter
of Credit and each drawing thereunder in an amount equal to such Bank's Ratable
Share of the maximum amount available to be drawn under such Letter of Credit
and the amount of such drawing, respectively.

                     2.9.3.2 In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Administrative
Agent will promptly notify the Borrower. Provided that it shall have received
such notice, the Borrower shall reimburse (such obligation to reimburse the
Administrative Agent shall sometimes be referred to as a "Reimbursement
Obligation") the Administrative Agent prior to 12:00 noon, Pittsburgh time on
each date that an amount is paid by the Administrative Agent under any Letter of
Credit (each such date, an "Drawing Date") in an amount equal to the amount so
paid by the Administrative Agent. In the event the Borrower fails to reimburse
the Administrative Agent for the full amount of any drawing under any Letter of
Credit by 12:00 noon, Pittsburgh time, on the Drawing Date, the Administrative
Agent will promptly notify each Bank thereof, and the Borrower shall be deemed
to have requested that Loans be made by the Banks under the Base Rate Option to
be disbursed on the Drawing Date under such Letter of Credit, subject to the
amount of the


                                      -22-
<PAGE>

unutilized portion of the Commitment and subject to the conditions set forth in
Section 6.2 [Each Additional Loan] other than any notice requirements. Any
notice given by the Administrative Agent pursuant to this Section 2.9.3.2 may be
oral if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of
such notice.

                     2.9.3.3 Each Bank shall upon any notice pursuant to Section
2.9.3.2 make available to the Administrative Agent an amount in immediately
available funds equal to its Ratable Share of the amount of the drawing,
whereupon the participating Banks shall (subject to Section 2.9.3.4) each be
deemed to have made a Loan under the Base Rate Option to the Borrower in that
amount. If any Bank so notified fails to make available to the Administrative
Agent for the account of the Administrative Agent the amount of such Bank's
Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh time on the
Drawing Date, then interest shall accrue on such Bank's obligation to make such
payment, from the Drawing Date to the date on which such Bank makes such payment
(i) at a rate per annum equal to the Federal Funds Effective Rate during the
first three days following the Drawing Date and (ii) at a rate per annum equal
to the rate applicable to Loans under the Base Rate Option on and after the
fourth day following the Drawing Date. The Administrative Agent will promptly
give notice of the occurrence of the Drawing Date, but failure of the
Administrative Agent to give any such notice on the Drawing Date or in
sufficient time to enable any Bank to effect such payment on such date shall not
relieve such Bank from its obligation under this Section 2.9.3.3.

                     2.9.3.4 With respect to any unreimbursed drawing that is
not converted into Loans under the Base Rate Option to the Borrower in whole or
in part as contemplated by Section 2.9.3.2, because of the Borrower's failure to
satisfy the conditions set forth in Section 6.2 [Each Additional Loan] other
than any notice requirements or for any other reason, the Borrower shall be
deemed to have incurred from the Administrative Agent a borrowing (each a
"Letter of Credit Borrowing") in the amount of such drawing. Such Letter of
Credit Borrowing shall be due and payable on demand (together with interest) and
shall bear interest at the rate per annum applicable to the Loans under the Base
Rate Option. Each Bank's payment to the Administrative Agent pursuant to Section
2.9.3.3 shall be deemed to be a payment in respect of its participation in such
Letter of Credit Borrowing and shall constitute a "Participation Advance" from
such Bank in satisfaction of its participation obligation under this Section
2.9.3.

                  2.9.4. REPAYMENT OF PARTICIPATION ADVANCES.

                     2.9.4.1 Upon (and only upon) receipt by the Administrative
Agent for its account of immediately available funds from the Borrower (i) in
reimbursement of any payment made by the Administrative Agent under the Letter
of Credit with respect to which any Bank has made a Participation Advance to the
Administrative Agent, or (ii) in payment of interest on such a payment made by
the Administrative Agent under such a Letter of Credit, the Administrative Agent
will pay to each Bank, in the same funds as those received by the


                                      -23-
<PAGE>

Administrative Agent, the amount of such Bank's Ratable Share of such funds,
except the Administrative Agent shall retain the amount of the Ratable Share of
such funds of any Bank that did not make a Participation Advance in respect of
such payment by Administrative Agent.

                     2.9.4.2 If the Administrative Agent is required at any time
to return to any Loan Party, or to a trustee, receiver, liquidator, custodian,
or any official in any Insolvency Proceeding, any portion of the payments made
by any Loan Party to the Administrative Agent pursuant to Section 2.9.4.1 in
reimbursement of a payment made under the Letter of Credit or interest or fee
thereon, each Bank shall, on demand of the Administrative Agent, forthwith
return to the Administrative Agent the amount of its Ratable Share of any
amounts so returned by the Administrative Agent plus interest thereon from the
date such demand is made to the date such amounts are returned by such Bank to
the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.

                  2.9.5. DOCUMENTATION.

                  Each Loan Party agrees to be bound by the terms of the
Administrative Agent's application and agreement for letters of credit and the
Administrative Agent's written regulations and customary practices relating to
letters of credit, though such interpretation may be different from such Loan
Party's own. In the event of a conflict between such application or agreement
and this Agreement, this Agreement shall govern. It is understood and agreed
that, except in the case of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error, negligence and/or
mistakes, whether of omission or commission, in following any Loan Party's
instructions or those contained in the Letters of Credit or any modifications,
amendments or supplements thereto.

                  2.9.6. DETERMINATIONS TO HONOR DRAWING REQUESTS.

                  In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, the Administrative Agent shall
be responsible only to determine that the documents and certificates required to
be delivered under such Letter of Credit have been delivered and that they
comply on their face with the requirements of such Letter of Credit.

                  2.9.7. NATURE OF PARTICIPATION AND REIMBURSEMENT OBLIGATIONS.

                  Each Bank's obligation in accordance with this Agreement to
make the Loans or Participation Advances, as contemplated by Section 2.9.3, as a
result of a drawing under a Letter of Credit, and the Obligations of the
Borrower to reimburse the Administrative Agent upon a draw under a Letter of
Credit, shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Section 2.9 under all
circumstances, including the following circumstances:


                                      -24-
<PAGE>

                     (i) any set-off, counterclaim, recoupment, defense or other
right which such Bank may have against the Administrative Agent, the Borrower or
any other Person for any reason whatsoever;

                     (ii) the failure of any Loan Party or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Section 2.1 [Commitments], 2.4 [Loan Requests], 2.6 [Making Loans] or
6.2 [Each Additional Loan] or as otherwise set forth in this Agreement for the
making of a Loan, it being acknowledged that such conditions are not required
for the making of a Letter of Credit Borrowing and the obligation of the Banks
to make Participation Advances under Section 2.9.3;

                     (iii) any lack of validity or enforceability of any Letter
of Credit;

                     (iv) the existence of any claim, set-off, defense or other
right which any Loan Party or any Bank may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), the Administrative Agent or any Bank or any
other Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

                     (v) any draft, demand, certificate or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect even if the Administrative Agent has been notified
thereof;

                     (vi) payment by the Administrative Agent under any Letter
of Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit;

                     (vii) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

                     (viii) any breach of this Agreement or any other Loan
Document by any party thereto;

                     (ix) the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

                     (x) the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;


                                      -25-
<PAGE>

                     (xi) the fact that the Expiration Date shall have passed or
this Agreement or the Commitments hereunder shall have been terminated; and

                     (xii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

                  2.9.8. INDEMNITY.

                  In addition to amounts payable as provided in Section 9.5
[Reimbursement of Administrative Agent by Borrower, Etc.], the Borrower hereby
agrees to protect, indemnify, pay and save harmless the Administrative Agent
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which the
Administrative Agent may incur or be subject to as a consequence, direct or
indirect, of the issuance of any Letter of Credit, other than as a result of (A)
the gross negligence or willful misconduct of the Administrative Agent as
determined by a final judgment of a court of competent jurisdiction or (B) the
wrongful dishonor by the Administrative Agent of a proper demand for payment
made under any Letter of Credit, except if such dishonor resulted from any act
or omission, whether rightful or wrongful, of any present or future de jure or
de facto government or governmental authority (all such acts or omissions herein
called "Governmental Acts").

                  2.9.9. LIABILITY FOR ACTS AND OMISSIONS.

                  As between any Loan Party and the Administrative Agent, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Administrative Agent
shall not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for an issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged (even if the Administrative Agent shall have
been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) the
failure of the beneficiary of any such Letter of Credit, or any other party to
which such Letter of Credit may be transferred, to comply fully with any
conditions required in order to draw upon such Letter of Credit or any other
claim of any Loan Party against any beneficiary of such Letter of Credit, or any
such transferee, or any dispute between or among any Loan Party and any
beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit


                                      -26-
<PAGE>

of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Administrative Agent,
including any Governmental Acts, and none of the above shall affect or impair,
or prevent the vesting of, any of the Administrative Agent's rights or powers
hereunder. Nothing in the preceding sentence shall relieve the Administrative
Agent from liability for the Administrative Agent's gross negligence or willful
misconduct in connection with actions or omissions described in such clauses(i)
through (viii) of such sentence.

                  In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the
Administrative Agent under or in connection with the Letters of Credit issued by
it or any documents and certificates delivered thereunder, if taken or omitted
in good faith, shall not put the Administrative Agent under any resulting
liability to the Borrower or any Bank.

            2.10 INCREASE IN COMMITMENTS.

                  The Borrower may at any time increase the Commitments up to an
amount not to exceed $200,000,000, provided that the Borrower shall comply with
each of the following requirements in connection with any such increase:

                     (i) ELIGIBILITY

                  Each lender who provides an increase in the Commitments
hereunder (each a "New Commitment Provider") shall be either an existing
Bank (each an "Existing Bank") or a new lender (each a "New Lender") which is
not currently a Bank, provided that (1) the Borrower shall first offer any new
Commitment to the Existing Banks by giving notice thereof to each of the
Existing Banks and thirty (30) days to respond to such notice (failure to
respond shall be deemed a rejection) and (2) if the New Commitment Provider is a
New Lender, such New Lender shall subject to the approval of the Administrative
Agent.

                     (ii) NOTICE.

                  The Borrower shall notify the Administrative Agent and the
other Banks at least thirty (30) Business Days before any such increase shall
become effective,. Such notice shall state the amount of the increase in the
Commitments, the name of the lenders providing such additional Commitments and
the effective date of the increase. The Agent shall notify the Banks of the
amount of the Commitments of each Bank after giving effect to such increase, on
or before the effective date of such increase (to the extent that the Banks have
not previously received notice thereof).

                     (iii) MINIMUM AMOUNT.

                  Any increase in the Commitments provided by any individual
lender shall be in an amount not less than $5,000,000 and an integral multiple
of $1,000,000

                     (iv) EFFECTIVE DATE.


                                      -27-
<PAGE>

                  On the Effective Date:

                             (1) JOINDER.

                  The New Commitment Provider shall execute and deliver to the
Administrative Agent a Bank Joinder in the form attached as Exhibit 1.1(B) which
shall become effective on the Effective Date. The Bank Joinder shall set forth
the Commitment provided by the New Commitment Provider if it is a New Lender and
the amount of the increase in the Commitments to be provided if it is an
Existing Lender. If the New Commitment Provider is a New Lender it shall on the
Effective Date join and become a party to the Credit Agreement and the other
Loan Documents as a Bank for all purposes hereunder and thereunder, subject to
the provisions of this Section 2.10(iv) with a Commitment as set forth and the
Bank Joinder shall confirm the same.

                             (2) BASE RATE LOANS

                  Each New Commitment Provider shall (i) purchase from the other
banks its Ratable Share in any Base Rate Loans outstanding on the date on which
its new Commitment becomes effective (the "Effective Date"), (ii) share ratably
in all Base Rate Loans borrowed by the Borrower after the Effective Date.

                             (3) EURO-RATE LOANS

                  Each New Commitment Provider (i) shall purchase from the other
Banks its Ratable Share in each outstanding Borrowing Tranche of Euro-Rate Loans
on the date on which the Borrower either renews its Euro-Rate election with
respect to such Borrowing Tranche or converts such Borrowing Tranche to the Base
Rate Option. The New Commitment Provider shall not purchase an interest in such
Loans from the other Banks on the Effective Date (unless the Effective Date is a
renewal or conversion date, as applicable, in which case the preceding sentence
shall apply), and (ii) shall participate in all new Euro-Rate Loans borrowed by
the Borrower on and after the Effective Date.

                             (4) LETTERS OF CREDIT LOANS

                  Each New Commitment Provider shall participate in all Letters
of Credit outstanding on the Effective Date according to its Ratable Share.

                    (v) LIMIT ON AMOUNT.

                  Any increase in the Commitments pursuant to this Section 2.10
may not cause the total amount of the Commitments to exceed
$200,000,000.

                    (vi) NO DEFAULT.


                                      -28-
<PAGE>

                  There shall exist no Event of Default or Potential Default on
the Effective Date. If an Event of Default or Potential Default exists, the
Borrower may not increase the Commitments.

                     (vii) NO OBLIGATION.

                  No Existing Bank shall be required to increase its Commitment
in the event that the Borrower asks such Existing Bank to provide all or a
portion of any increase in the Commitments desired by the Borrower.

            2.11 REDUCTION OF COMMITMENT.

                  The Borrower shall have the right at any time and
from time to time upon five (5) Business Days' prior written notice to the
Administrative Agent to permanently reduce, in whole multiples of $10,000,000 of
principal, or terminate the Commitments without penalty or premium, except as
hereinafter set forth, provided that any such reduction or termination shall be
accompanied by (a) the payment in full of any Commitment Fee then accrued on the
amount of such reduction or termination and (b) prepayment of the Notes,
together with the full amount of interest accrued on the principal sum to be
prepaid (and all amounts referred to in Section 4.5 hereof), to the extent that
the aggregate amount thereof then outstanding exceeds the Commitment as so
reduced or terminated. From the effective date of any such reduction or
termination the obligations of Borrower to pay the Commitment Fee pursuant to
Section 2.3 shall correspondingly be reduced or cease.

                     3. INTEREST RATES

            3.1 INTEREST RATE OPTIONS.

                  The Borrower shall pay interest in respect of the outstanding
unpaid principal amount of the Loans as selected by it from the Base Rate Option
or Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrower may select
different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche, PROVIDED that there shall
not be at any one time outstanding more than eight (8) Borrowing Tranches in the
aggregate among all of the Loans. If at any time the designated rate applicable
to any Loan made by any Bank exceeds such Bank's highest lawful rate, the rate
of interest on such Bank's Loan shall be limited to such Bank's highest lawful
rate.

                  3.1.1. INTEREST RATE OPTIONS.

                  The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Loans:


                                      -29-
<PAGE>

                     (i) BASE RATE OPTION: A fluctuating rate per annum
(computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or

                     (ii) EURO-RATE OPTION: A rate per annum (computed on the
basis of a year of 360 days and actual days elapsed) equal to the Euro-Rate plus
the Applicable Margin.

                  3.1.2. RATE QUOTATIONS.

                  The Borrower may call the Administrative Agent on or before
the date on which a Loan Request is to be delivered to receive an indication of
the rates then in effect, but it is acknowledged that such projection shall not
be binding on the Administrative Agent or the Banks nor affect the rate of
interest which thereafter is actually in effect when the election is made.

                  3.2 INTEREST PERIODS.

                  At any time when the Borrower shall select, convert to or
renew a Euro-Rate Option, the Borrower shall notify the Administrative Agent
thereof at least three (3) Business Days prior to the effective date of such
Euro-Rate Option by delivering a Loan Request. The notice shall specify an
Interest Period during which such Interest Rate Option shall apply.
Notwithstanding the preceding sentence, the following provisions shall apply to
any selection of, renewal of, or conversion to a Euro-Rate Option:

                     3.2.1. AMOUNT OF BORROWING TRANCHE.

                     each Borrowing Tranche of Euro-Rate Loans shall be in
integral multiples of $5,000,000 and not less than $1,000,000

                     3.2.2. RENEWALS.

                     in the case of the renewal of a Euro-Rate Option at the end
of an Interest Period, the first day of the new Interest Period shall be the
last day of the preceding Interest Period, without duplication in payment of
interest for such day.

                  3.3 INTEREST AFTER DEFAULT.

                  To the extent permitted by Law, upon the occurrence of an
Event of Default and until such time such Event of Default shall have been cured
or waived:


                                      -30-
<PAGE>

                     3.3.1. LETTER OF CREDIT FEES, INTEREST RATE.

                     the Letter of Credit Fees and the rate of interest for each
Loan otherwise applicable pursuant to Section 2.9.2 [Letter of Credit Fees] or
Section 3.1 [Interest Rate Options], respectively, shall be increased by 2.0%
per annum; and

                     3.3.2. OTHER OBLIGATIONS.

                     each other Obligation hereunder if not paid when due shall
bear interest at a rate per annum equal to the sum of the rate of interest
applicable under the Base Rate Option plus an additional two percent (2%) per
annum from the time such Obligation becomes due and payable and until it is paid
in full.

                     3.3.3. ACKNOWLEDGMENT.

                     The Borrower acknowledges that the increase in rates
referred to in this Section 3.3 reflects, among other things, the fact that such
Loans or other amounts have become a substantially greater risk given their
default status and that the Banks are entitled to additional compensation for
such risk; and all such interest shall be payable by Borrower upon demand by
Administrative Agent.

                  3.4 EURO-RATE UNASCERTAINABLE; ILLEGALITY; INCREASED COSTS;
DEPOSITS NOT AVAILABLE.

                     3.4.1. UNASCERTAINABLE.

                     If on any date on which a Euro-Rate would otherwise be
determined, the Administrative Agent shall have determined that:

                         (i) adequate and reasonable means do not exist for
ascertaining such Euro-Rate, or

                         (ii) a contingency has occurred which materially and
adversely affects the London interbank eurodollar market relating to the
Euro-Rate, the Administrative Agent shall have the rights specified in Section
3.4.3.

                     3.4.2. ILLEGALITY; INCREASED COSTS; DEPOSITS NOT AVAILABLE.

                     If at any time any Bank shall have determined that:

                         (i) the making, maintenance or funding of any Loan to
which a Euro-Rate Option applies has been made impracticable or unlawful by
compliance by such Bank in good faith with any Law or any interpretation or
application thereof by any Official


                                      -31-
<PAGE>

Body or with any request or directive of any such Official Body (whether or not
having the force of Law), or

                         (ii) such Euro-Rate Option will not adequately and
fairly reflect the cost to such Bank of the establishment or maintenance of any
such Loan, or

                         (iii) after making all reasonable efforts, deposits of
the relevant amount in Dollars for the relevant Interest Period for a Loan, or
to banks generally, to which a Euro-Rate Option applies, respectively, are not
available to such Bank with respect to such Loan, or to banks generally, in the
interbank eurodollar market, then the Administrative Agent shall have the rights
specified in Section 3.4.3.

                     3.4.3. ADMINISTRATIVE AGENT'S AND BANK'S RIGHTS.

                     In the case of any event specified in Section 3.4.1 above,
the Administrative Agent shall promptly so notify the Banks and the Borrower
thereof, and in the case of an event specified in Section 3.4.2 above, such Bank
shall promptly so notify the Administrative Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the
Administrative Agent shall promptly send copies of such notice and certificate
to the other Banks and the Borrower. Upon such date as shall be specified in
such notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Banks, in the case of such notice given by the
Administrative Agent, or (B) such Bank, in the case of such notice given by such
Bank, to allow the Borrower to select, convert to or renew a Euro-Rate Option
shall be suspended until the Administrative Agent shall have later notified the
Borrower, or such Bank shall have later notified the Administrative Agent, of
the Administrative Agent's or such Bank's, as the case may be, determination
that the circumstances giving rise to such previous determination no longer
exist. If at any time the Administrative Agent makes a determination under
Section 3.4.1 and the Borrower has previously notified the Administrative Agent
of its selection of, conversion to or renewal of a Euro-Rate Option and such
Interest Rate Option has not yet gone into effect, such notification shall be
deemed to provide for selection of, conversion to or renewal of the Base Rate
Option otherwise available with respect to such Loans. If any Bank notifies the
Administrative Agent of a determination under Section 3.4.2, the Borrower shall,
subject to the Borrower's indemnification Obligations under Section 4.5.2
[Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on
the date specified in such notice either convert such Loan to the Base Rate
Option otherwise available with respect to such Loan or prepay such Loan in
accordance with Section 4.4 [Voluntary Prepayments]. Absent due notice from the
Borrower of conversion or prepayment, such Loan shall automatically be converted
to the Base Rate Option otherwise available with respect to such Loan upon such
specified date.


                                      -32-
<PAGE>

            3.5 SELECTION OF INTEREST RATE OPTIONS.

            If the Borrower fails to select a new Interest Period to apply to
any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of
an existing Interest Period applicable to such Borrowing Tranche in accordance
with the provisions of Section 3.2 [Interest Periods], the Borrower shall be
deemed to have converted such Borrowing Tranche to the Base Rate Option,
commencing upon the last day of the existing Interest Period.

                                  4. PAYMENTS

            4.1 PAYMENTS.

            All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee or
other fees or amounts due from the Borrower hereunder shall be payable prior to
11:00 a.m., Pittsburgh time, on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the
Borrower, and without set-off, counterclaim or other deduction of any nature,
and an action therefor shall immediately accrue. Such payments shall be made to
the Administrative Agent at the Principal Office for the ratable accounts of the
Banks with respect to the Loans in U.S. Dollars and in immediately available
funds, and the Administrative Agent shall promptly distribute such amounts to
the Banks in immediately available funds, PROVIDED that in the event payments
are received by 11:00 a.m., Pittsburgh time, by the Administrative Agent with
respect to the Loans and such payments are not distributed to the Banks on the
same day received by the Administrative Agent, the Administrative Agent shall
pay the Banks the Federal Funds Effective Rate with respect to the amount of
such payments for each day held by the Administrative Agent and not distributed
to the Banks. The Administrative Agent's and each Bank's statement of account,
ledger or other relevant record shall, in the absence of manifest error, be
conclusive as the statement of the amount of principal of and interest on the
Loans and other amounts owing under this Agreement and shall be deemed an
"account stated."

            4.2 PRO RATA TREATMENT OF BANKS.

            Each borrowing shall be allocated to each Bank according to its
Ratable Share, and each selection of, conversion to or renewal of any Interest
Rate Option and each payment or prepayment by the Borrower with respect to
principal, interest, Commitment Fees, Letter of Credit Fees, or other fees
(except for the Administrative Agent's Fee) or amounts due from the Borrower
hereunder to the Banks with respect to the Loans, shall (except as provided in
Section 3.4.3 [Administrative Agent's and Bank's Rights] in the case of an event
specified in Section 3.4 [Euro-Rate Unascertainable; Etc.], 4.4.2 [Replacement
of a Bank] or 4.5 [Additional Compensation in Certain Circumstances]) be made in
proportion to the applicable Loans


                                      -33-
<PAGE>

outstanding from each Bank and, if no such Loans are then outstanding, in
proportion to the Ratable Share of each Bank.

            4.3 INTEREST PAYMENT DATES.

            Interest on Loans to which the Base Rate Option applies shall be due
and payable in arrears on the first Business Day of each April, July, October
and January after the date hereof and on the Expiration Date or upon
acceleration of the Notes. Interest on Loans to which the Euro-Rate Option
applies shall be due and payable on the last day of each Interest Period for
those Loans and, if such Interest Period is longer than three (3) Months, also
on the 90th day of such Interest Period. Interest on the principal amount of
each Loan or other monetary Obligation shall be due and payable on demand after
such principal amount or other monetary Obligation becomes due and payable
(whether on the stated maturity date, upon acceleration or otherwise).

            4.4 VOLUNTARY PREPAYMENTS.

                  4.4.1. RIGHT TO PREPAY.

                  The Borrower shall have the right at its option from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 4.4.2 below or in Section 4.5 [Additional Compensation in
Certain Circumstances]):

                         (i) at any time with respect to any Loan to which the
Base Rate Option applies,

                         (ii) on the last day of the applicable Interest Period
with respect to Loans to which a Euro-Rate Option applies,

                         (iii) on the date specified in a notice by any Bank
pursuant to Section 3.4 [Euro-Rate Unascertainable, Etc.] with respect to any
Loan to which a Euro-Rate Option applies.

                  Whenever the Borrower desires to prepay any part of the Loans,
it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. at
least one (1) Business Day prior to the date of prepayment of Loans setting
forth the following information:

                     (y) the date, which shall be a Business Day,
            on which the proposed prepayment is to be made; and

                     (z) the total principal amount of such prepayment,
            which shall not be less than $1,000,000

                     All prepayment notices shall be irrevocable. The principal
amount of the Loans for which a prepayment notice is given, together with
interest on such principal amount


                                      -34-
<PAGE>

except with respect to Loans to which the Base Rate Option applies, shall be due
and payable on the date specified in such prepayment notice as the date on which
the proposed prepayment is to be made. Except as provided in Section 3.4.3
[Administrative Agent's and Bank's rights], if the Borrower prepays a Loan but
fails to specify the applicable Borrowing Tranche which the Borrower is
prepaying, the prepayment shall be applied first to Loans to which the Base Rate
Option applies, then to Loans to which the Euro-Rate Option applies. Any
prepayment hereunder shall be subject to the Borrower's Obligation to indemnify
the Banks under Section 4.5.2 [Indemnity].

                     4.4.2. REPLACEMENT OF A BANK.

                     In the event any Bank (i) gives notice under Section 3.4
[Euro-Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.], (ii)
does not fund Loans because the making of such Loans would contravene any Law
applicable to such Bank, or (iii) becomes subject to the control of an Official
Body (other than normal and customary supervision), then the Borrower shall have
the right at its option, with the consent of the Administrative Agent, which
shall not be unreasonably withheld, to prepay the Loans of such Bank in whole,
together with all interest accrued thereon, and terminate such Bank's Commitment
within ninety (90) days after (x) receipt of such Bank's notice under Section
3.4 [Euro-Rate Unascertainable, Etc.] or 4.5.1 [Increased Costs, Etc.], (y) the
date such Bank has failed to fund Loans because the making of such Loans would
contravene Law applicable to such Bank, or (z) the date such Bank became subject
to the control of an Official Body, as applicable; PROVIDED that the Borrower
shall also pay to such Bank at the time of such prepayment any amounts required
under Section 4.5 [Additional Compensation in Certain Circumstances] and any
accrued interest due on such amount and any related fees; PROVIDED, however,
that the Commitment of such Bank shall be provided by one or more of the
remaining Banks or a replacement bank acceptable to the Administrative Agent;
PROVIDED, further, the remaining Banks shall have no obligation hereunder to
increase their Commitments. Notwithstanding the foregoing, the Administrative
Agent may only be replaced subject to the requirements of Section 9.14
[Successor Administrative Agent] and PROVIDED that all Letters of Credit have
expired or been terminated or replaced.

                     4.4.3. CHANGE OF LENDING OFFICE.

                     Each Bank agrees that upon the occurrence of any event
giving rise to increased costs or other special payments under Section 3.4.2
[Illegality, Etc.] or 4.5.1 [Increased Costs, Etc.] with respect to such Bank,
it will if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans or Letters of Credit affected by such event, PROVIDED that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing
in this Section 4.4.3 shall affect or postpone any of the Obligations of the
Borrower or any other Loan Party or the rights of the Administrative Agent or
any Bank provided in this Agreement.


                                      -35-
<PAGE>

            4.5 ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES.

                     4.5.1. INCREASED COSTS OR REDUCED RETURN RESULTING FROM
                     TAXES, RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES,
                     ETC.

                     If any Law, guideline or interpretation or any change in
any Law, guideline or interpretation or application thereof by any Official Body
charged with the interpretation or administration thereof or compliance with any
request or directive (whether or not having the force of Law) of any central
bank or other Official Body (for the purpose of this Section references to Banks
shall include the parents (i.e. corporate owners) of such banks):

                         (i) subjects any Bank to any tax or changes the basis
of taxation with respect to this Agreement, the Notes, the Loans or payments by
the Borrower of principal, interest, Commitment Fees, or other amounts due from
the Borrower hereunder or under the Notes (except for taxes on the overall net
income of such Bank),

                         (ii) imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against credits or commitments to extend
credit extended by, or assets (funded or contingent) of, deposits with or for
the account of, or other acquisitions of funds by, any Bank, or

                         (iii) imposes, modifies or deems applicable any capital
adequacy or similar requirement (A) against assets (funded or contingent) of, or
letters of credit, other credits or commitments to extend credit extended by,
any Bank, or (B) otherwise applicable to the obligations of any Bank under this
Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Bank with respect to this Agreement, the Notes or the making, maintenance or
funding of any part of the Loans (or, in the case of any capital adequacy or
similar requirement, to have the effect of reducing the rate of return on any
Bank's capital, taking into consideration such Bank's customary policies with
respect to capital adequacy) by an amount which such Bank in its sole discretion
deems to be material, such Bank shall from time to time notify the Borrower and
the Administrative Agent of the amount determined in good faith (using any
averaging and attribution methods employed in good faith) by such Bank to be
necessary to compensate such Bank for such increase in cost, reduction of
income, additional expense or reduced rate of return. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given.

                     4.5.2. INDEMNITY.

                     In addition to the compensation required by Section 4.5.1
[Increased Costs, Etc.], the Borrower shall indemnify each Bank against all
liabilities, losses or expenses (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from


                                      -36-
<PAGE>

third parties and any loss or expense incurred in connection with funds acquired
by a Bank to fund or maintain Loans subject to a Euro-Rate Option) which such
Bank sustains or incurs as a consequence of any

                         (i) payment, prepayment, conversion or renewal of any
Loan to which a Euro-Rate Option applies on a day other than the last day of the
corresponding Interest Period (whether or not such payment or prepayment is
mandatory, voluntary or automatic and whether or not such payment or prepayment
is then due),

                         (ii) attempt by the Borrower to revoke (expressly, by
later inconsistent notices or otherwise) in whole or part any Loan Requests
under Section 2.4 [Loan Requests] or Section 3.2 [Interest Periods] or notice
relating to prepayments under Section 4.4 [Voluntary Prepayments], or

                         (iii) default by the Borrower in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrower to pay when due (by
acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.

                  If any Bank sustains or incurs any such loss or expense, it
shall from time to time notify the Borrower of the amount determined in good
faith by such Bank (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss
or expense. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
ten (10) Business Days after such notice is given.

                       5. REPRESENTATIONS AND WARRANTIES

            5.1 REPRESENTATIONS AND WARRANTIES.

                  The Loan Parties, jointly and severally, represent and warrant
to the Administrative Agent and each of the Banks as follows:

                     5.1.1. ORGANIZATION AND QUALIFICATION.

                     Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party and each Subsidiary
of each Loan Party is duly licensed or qualified and in good standing in each
jurisdiction listed on SCHEDULE


                                      -37-
<PAGE>

5.1.1 and in all other jurisdictions where the property owned or leased by it or
the nature of the business transacted by it or both makes such licensing or
qualification necessary.

                     5.1.2. CAPITALIZATION AND OWNERSHIP.

                     are All of the issued and outstanding shares of capital
stock of the Borrower (referred to herein as the "Shares") have been validly
issued and are fully paid and nonassessable. There are no options, warrants or
other rights outstanding to purchase any such shares except as indicated on
SCHEDULE 5.1.2.

                     5.1.3. SUBSIDIARIES.

                     SCHEDULE 5.1.3 states the name of each of the Borrower's
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "Subsidiary
Shares") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "Partnership Interests") if it is a partnership and
its outstanding limited liability company interests, interests assigned to
managers thereof and the voting rights associated therewith (the "LLC
Interests") if it is a limited liability company. The Borrower and each
Subsidiary of the Borrower has good and marketable title to all of the
Subsidiary Shares, Partnership Interests and LLC Interests it purports to own,
free and clear in each case of any Lien. All Subsidiary Shares, Partnership
Interests and LLC Interests have been validly issued, and all Subsidiary Shares
are fully paid and nonassessable. All capital contributions and other
consideration required to be made or paid in connection with the issuance of the
Partnership Interests and LLC Interests have been made or paid, as the case may
be. There are no options, warrants or other rights outstanding to purchase any
such Subsidiary Shares, Partnership Interests or LLC Interests except as
indicated on SCHEDULE 5.1.3.

                     5.1.4. POWER AND AUTHORITY.

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

                     5.1.5. VALIDITY AND BINDING EFFECT.

                     This Agreement has been duly and validly executed and
delivered by each Loan Party, and each other Loan Document which any Loan Party
is required to execute and deliver on or after the date hereof will have been
duly executed and delivered by such Loan Party on the required date of delivery
of such Loan Document. This Agreement and each other Loan Document constitutes,
or will constitute, legal, valid and binding obligations of each Loan Party
which is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any of


                                      -38-
<PAGE>

such Loan Document may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforceability of creditors'
rights generally or limiting the right of specific performance.

                     5.1.6. NO CONFLICT.

                     Neither the execution and delivery of this Agreement or the
other Loan Documents by any Loan Party nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of any Loan Party or (ii) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which
any Loan Party or any of its Subsidiaries is a party or by which it or any of
its Subsidiaries is bound or to which it is subject, or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property
(now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other
than Liens granted under the Loan Documents).

                     5.1.7. LITIGATION.

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

                     5.1.8. TITLE TO PROPERTIES.

                     Each Loan Party and each Subsidiary of each Loan Party has
good and marketable title to or valid leasehold interest in all properties,
assets and other rights which it purports to own or lease or which are reflected
as owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens, and subject to the terms and conditions of
the applicable leases. All leases of property are in full force and effect
without the necessity for any consent which has not previously been obtained
upon consummation of the transactions contemplated hereby.

                     5.1.9. FINANCIAL STATEMENTS.

                         (I) HISTORICAL STATEMENTS. The Borrower has delivered
to the Administrative Agent copies of its audited consolidated year-end
financial statements for and as of the end of the three (3) fiscal years ended
December 27, 1998 (the "Annual Statements"). In addition, the Borrower has
delivered to the Administrative Agent copies of its


                                      -39-
<PAGE>

unaudited consolidated interim financial statements for the fiscal year to date
and as of the end of the fiscal quarter ended September 26, 1999 (the "Interim
Statements") (the Annual and Interim Statements being collectively referred to
as the "Historical Statements"). The Historical Statements were compiled from
the books and records maintained by the Borrower's management, are correct and
complete and fairly represent the consolidated financial condition of the
Borrower and its Subsidiaries as of their dates and the results of operations
for the fiscal periods then ended and have been prepared in accordance with GAAP
consistently applied, subject (in the case of the Interim Statements) to normal
year-end audit adjustments.

                         (ii) FINANCIAL PROJECTIONS. The Borrower has delivered
to the Administrative Agent financial projections of the Borrower and its
Subsidiaries for the period 2000 through 2002 derived from various assumptions
of the Borrower's management (the "Financial Projections"). The Financial
Projections represent a reasonable range of possible results in light of the
history of the business, present and foreseeable conditions and the intentions
of the Borrower's management. The Financial Projections accurately reflect the
liabilities of the Borrower and its Subsidiaries upon consummation of the
transactions contemplated hereby as of the Closing Date.

                         (iii) ACCURACY OF FINANCIAL STATEMENTS. Neither the
Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or
otherwise, or forward or long-term commitments that are not disclosed in the
Historical Statements or in the notes thereto, and except as disclosed therein
there are no unrealized or anticipated losses from any commitments of the
Borrower or any Subsidiary of the Borrower which may cause a Material Adverse
Change. Since December 28, 1998, no Material Adverse Change has occurred.

                     5.1.10. USE OF PROCEEDS; MARGIN STOCK; SECTION 20
SUBSIDIARIES.

                       5.1.10.1 GENERAL.

                       The Loan Parties intend to use the proceeds of the Loans
in accordance with Sections 2.8 and 7.1.10.

                       5.1.10.2 MARGIN STOCK.

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


                                      -40-
<PAGE>

reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party
are or will be represented by margin stock.

                       5.1.10.3 SECTION 20 SUBSIDIARIES.

                       The Loan Parties do not intend to use and shall not use
any portion of the proceeds of the Loans, directly or indirectly, to purchase
during the underwriting period, or for thirty (30) days thereafter, Ineligible
Securities being underwritten by a Section 20 Subsidiary.

                     5.1.11. FULL DISCLOSURE.

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

                     5.1.12. TAXES.

                     All federal, state, local and other tax returns required to
have been filed with respect to each Loan Party and each Subsidiary of each Loan
Party have been filed, and payment or adequate provision has been made for the
payment of all taxes, fees, assessments and other governmental charges which
have or may become due pursuant to said returns or to assessments received,
except to the extent that such taxes, fees, assessments and other charges are
being contested in good faith by appropriate proceedings diligently conducted
and for which such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made. There are no agreements or waivers
extending the statutory period of limitations applicable to any federal income
tax return of any Loan Party or Subsidiary of any Loan Party for any period.

                     5.1.13. CONSENTS AND APPROVALS.

                     No consent, approval, exemption, order or authorization of,
or a registration or filing with, any Official Body or any other Person is
required by any Law or any agreement in connection with the execution, delivery
and carrying out of this Agreement and the other Loan Documents by any Loan
Party, except as listed on SCHEDULE 5.1.13, all of which shall have been
obtained or made on or prior to the Closing Date except as otherwise indicated
on SCHEDULE 5.1.13.


                                      -41-

<PAGE>

                     5.1.14. NO EVENT OF DEFAULT; COMPLIANCE WITH INSTRUMENTS.

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

                     5.1.15. PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.

                     Each Loan Party and each Subsidiary of each Loan Party owns
or possesses all the material patents, trademarks, service marks, trade names,
copyrights, licenses, registrations, franchises, permits and rights necessary to
own and operate its properties and to carry on its business as presently
conducted and planned to be conducted by such Loan Party or Subsidiary, without
known possible, alleged or actual conflict with the rights of others.

                     5.1.16. INSURANCE.

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

                     5.1.17. COMPLIANCE WITH LAWS.

                     The Loan Parties and their Subsidiaries are in compliance
in all material respects with all applicable Laws (other than Environmental Laws
which are specifically addressed in Section 5.1.22 [Environmental Matters]) in
all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is
presently or will be doing business except where the failure to do so would not
constitute a Material Adverse Change.

                     5.1.18. MATERIAL CONTRACTS; BURDENSOME RESTRICTIONS.

                     All material contracts relating to the business operations
of each Loan Party and each Subsidiary of any Loan Party, including all employee
benefit plans and Labor Contracts are valid, binding and enforceable upon such
Loan Party or Subsidiary and each of the other parties thereto in accordance
with their respective terms, and there is no default thereunder,


                                      -42-
<PAGE>

to the Loan Parties' knowledge, with respect to parties other than such Loan
Party or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by
any contractual obligation, or subject to any restriction in any organization
document, or any requirement of Law which could result in a Material Adverse
Change.

                     5.1.19. INVESTMENT COMPANIES; REGULATED ENTITIES.

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

                     5.1.20. PLANS AND BENEFIT ARRANGEMENTS.

                     Except as set forth on SCHEDULE 5.1.20:

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

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

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

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


                                      -43-
<PAGE>

                         (v) The aggregate actuarial present value of all
benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in, and as of the date of, the most recent
actuarial report for such Plan, does not exceed the aggregate fair market value
of the assets of such Plan.

                         (vi) Neither the Borrower nor any other member of the
ERISA Group has incurred or reasonably expects to incur any material withdrawal
liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.
Neither the Borrower nor any other member of the ERISA Group has been notified
by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan
or Multiple Employer Plan has been terminated within the meaning of Title IV of
ERISA and, to the best knowledge of the Borrower, no Multiemployer Plan or
Multiple Employer Plan is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

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

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

                     5.1.21. EMPLOYMENT MATTERS.

                     Each of the Loan Parties and each of their Subsidiaries is
in compliance with the Labor Contracts and all applicable federal, state and
local labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where
the failure to comply would constitute a Material Adverse Change. There are no
outstanding grievances, arbitration awards or appeals therefrom arising out of
the Labor Contracts or current or threatened strikes, picketing, handbilling or
other work stoppages or slowdowns at facilities of any of the Loan Parties or
any of their Subsidiaries which in any case would constitute a Material Adverse
Change. The Borrower has delivered to the Administrative Agent true and correct
copies of each of the Labor Contracts.

                     5.1.22. ENVIRONMENTAL MATTERS.

                     Except as disclosed on SCHEDULE 5.1.22:

                         (i) None of the Loan Parties has received any
Environmental Complaint, whether directed or issued to any Loan Party or
relating or pertaining


                                      -44-
<PAGE>

to any prior owner, operator or occupant of the Property, and has no reason to
believe that it might receive an Environmental Complaint.

                         (ii) No activity of any Loan Party at the Property is
being or has been conducted in violation of any Environmental Law or Required
Environmental Permit and to the knowledge of any Loan Party no activity of any
prior owner, operator or occupant of the Property was conducted in violation of
any Environmental Law.

                         (iii) There are no Regulated Substances present on, in,
under, or emanating from, or to any Loan Party's knowledge emanating to, the
Property or any portion thereof which result in Contamination.

                         (iv) Each Loan Party has all Required Environmental
Permits and all such Required Environmental Permits are in full force and
effect.

                         (v) Each Loan Party has submitted to an Official Body
and/or maintains, as appropriate, all Required Environmental Notices.

                         (vi) No structures, improvements, equipment, fixtures,
impoundments, pits, lagoons or aboveground or underground storage tanks located
on the Property contain or use, except in compliance with Environmental Laws and
Required Environmental Permits, Regulated Substances or otherwise are operated
or maintained except in compliance with Environmental Laws and Required
Environmental Permits. To the knowledge of each Loan Party, no structures,
improvements, equipment, fixtures, impoundments, pits, lagoons or aboveground or
underground storage tanks of prior owners, operators or occupants of the
Property contained or used, except in compliance with Environmental Laws,
Regulated Substances or otherwise were operated or maintained by any such prior
owner, operator or occupant except in compliance with Environmental Laws.

                         (vii) To the knowledge of each Loan Party, no facility
or site to which any Loan Party, either directly or indirectly by a third party,
has sent Regulated Substances for storage, treatment, disposal or other
management has been or is being operated in violation of Environmental Laws or
pursuant to Environmental Laws is identified or proposed to be identified on any
list of contaminated properties or other properties which pursuant to
Environmental Laws are the subject of an investigation, cleanup, removal,
remediation or other response action by an Official Body.

                         (viii) No portion of the Property is identified or to
the knowledge of any Loan Party proposed to be identified on any list of
contaminated properties or other properties which pursuant to Environmental Laws
are the subject of an investigation or remediation action by an Official Body,
nor to the knowledge of any Loan Party is any property adjoining or in the
proximity of the Property identified or proposed to be identified on any such
list.


                                      -45-
<PAGE>

                         (ix) No portion of the Property constitutes an
Environmentally Sensitive Area.

                         (x) No lien or other encumbrance authorized by
Environmental Laws exists against the Property and none of the Loan Parties has
any reason to believe that such a lien or encumbrance may be imposed.

                     5.1.23. SENIOR DEBT STATUS.

                     The Obligations of each Loan Party under this Agreement,
the Notes, the Guaranty Agreement and each of the other Loan Documents to which
it is a party do rank and will rank at least PARI PASSU in priority of payment
with all other Indebtedness of such Loan Party except Indebtedness of such Loan
Party to the extent secured by Permitted Liens. There is no Lien upon or with
respect to any of the properties or income of any Loan Party or Subsidiary of
any Loan Party which secures indebtedness or other obligations of any Person
except for Permitted Liens.

                     5.1.24. YEAR 2000.

                     The computer applications used by Borrower or its
Subsidiaries (and to the knowledge of the Borrower their respective material
suppliers, customers or vendors) are able to recognize and perform properly
date-sensitive functions involving dates prior to and after December 31, 1999
(the "Year 2000 Problem") and the Borrower and its Subsidiaries' business was
not adversely affected by the Year 2000 Problem.

                     5.1.25. SOLVENCY.

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

            5.2 UPDATES TO SCHEDULES.

                  Should any of the information or disclosures provided on any
of the Schedules attached hereto become outdated or incorrect in any material
respect, the Borrower


                                      -46-
<PAGE>

shall promptly provide the Administrative Agent in writing with such revisions
or updates to such Schedule as may be necessary or appropriate to update or
correct same; PROVIDED, however, that no Schedule shall be deemed to have been
amended, modified or superseded by any such correction or update, nor shall any
breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such Schedule be deemed to have been cured thereby, unless
and until the Required Banks, in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule.

         6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

         The obligation of each Bank to make Loans and of the Administrative
Agent to issue Letters of Credit hereunder is subject to the performance by each
of the Loan Parties of its Obligations to be performed hereunder at or prior to
the making of any such Loans or issuance of such Letters of Credit and to the
satisfaction of the following further conditions:

            6.1 FIRST LOANS AND LETTERS OF CREDIT.

            On the Closing Date:

                  6.1.1. OFFICER'S CERTIFICATE.

                  The representations and warranties of each of the Loan Parties
contained in Section 5 and in each of the other Loan Documents shall be true and
accurate on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and each of the Loan Parties shall
have performed and complied with all covenants and conditions hereof and
thereof, no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; and there shall be delivered to the Administrative
Agent for the benefit of each Bank a certificate of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President or
Chief Financial Officer of each of the Loan Parties, to each such effect.

                  6.1.2. SECRETARY'S CERTIFICATE.

                  There shall be delivered to the Administrative Agent for the
benefit of each Bank a certificate dated the Closing Date and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties, certifying as
appropriate as to:

                     (i) all action taken by each Loan Party in connection with
this Agreement and the other Loan Documents;


                                      -47-
<PAGE>

                     (ii) the names of the officer or officers authorized to
sign this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of each Loan Party for purposes of this Agreement and the true signatures
of such officers, on which the Administrative Agent and each Bank may
conclusively rely; and

                     (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date, in the case of the Borrower
certified by the appropriate state official where such documents are filed in a
state office, together with certificates from the appropriate state officials as
to the continued existence and good standing of each Loan Party in each state
where organized or qualified to do business (confirmations of foreign
qualifications may be online computer reports)..

                  6.1.3. DELIVERY OF LOAN DOCUMENTS.

                  The Guaranty Agreement, Notes and Intercompany Subordination
Agreement shall have been duly executed and delivered to the Administrative
Agent for the benefit of the Banks, together with all appropriate financing
statements and appropriate stock powers and certificates evidencing the Shares,
the Partnership Interests and the LLC Interests.

                  6.1.4. OPINION OF COUNSEL.

                  There shall be delivered to the Administrative Agent for the
benefit of each Bank a written opinion of Greenbaum Doll & McDonald, counsel for
the Loan Parties (who may rely on the opinions of such other counsel as may be
acceptable to the Administrative Agent), dated the Closing Date and in form and
substance satisfactory to the Administrative Agent and its counsel:

                     (i) as to the matters set forth in EXHIBIT 6.1.4; and

                     (ii) as to such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.

                  6.1.5. LEGAL DETAILS.

                  All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance satisfactory to the Administrative Agent and counsel
for the Administrative Agent, and the Administrative Agent shall have received
all such other counterpart originals or certified or other copies of such
documents and proceedings in connection with such transactions, in form and
substance satisfactory to the Administrative Agent and said counsel, as the
Administrative Agent or said counsel may reasonably request.


                                      -48-
<PAGE>

                  6.1.6. PAYMENT OF FEES.

                  The Borrower shall have paid or caused to be paid to the
Administrative Agent for itself and for the account of the Banks to the extent
not previously paid all other commitment and other fees accrued through the
Closing Date and the costs and expenses for which the Administrative Agent and
the Banks are entitled to be reimbursed.

                  6.1.7. CONSENTS.

                  All material consents required to effectuate the transactions
contemplated hereby as set forth on SCHEDULE 5.1.13 shall have been obtained.

                  6.1.8. OFFICER'S CERTIFICATE REGARDING MACS.

                  Since December 28, 1998 no Material Adverse Change shall have
occurred; prior to the Closing Date, there shall have been no material change in
the management of any Loan Party or Subsidiary of any Loan Party; and there
shall have been delivered to the Administrative Agent for the benefit of each
Bank a certificate dated the Closing Date and signed by the Chief Executive
Officer, President or Chief Financial Officer of each Loan Party to each such
effect.

                   6.1.9. NO VIOLATION OF LAWS.

                  The making of the Loans and the issuance of the Letters of
Credit shall not contravene any Law applicable to any Loan Party or any of the
Banks.

                  6.1.10. NO ACTIONS OR PROCEEDINGS.

                  No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent's sole discretion, would make it inadvisable to consummate
the transactions contemplated by this Agreement or any of the other Loan
Documents.

                  6.1.11. INSURANCE POLICIES; CERTIFICATES OF INSURANCE;
ENDORSEMENTS.

                  The Loan Parties shall have delivered a summary of its
insurance coverage.


                                      -49-
<PAGE>

                  6.1.12. ADMINISTRATIVE QUESTIONNAIRE.

                  Each of the Banks and the Borrower shall have completed and
delivered to the Administrative Agent the Administrative Agent's form of
administrative qUESTIONNAIRE.

            6.2 EACH ADDITIONAL LOAN OR LETTER OF CREDIT.

            At the time of making any Loans or issuing any Letters of Credit
other than Loans made or Letters of Credit issued on the Closing Date and after
giving effect to the proposed extensions of credit: the representations and
warranties of the Loan Parties contained in Section 5 and in the other Loan
Documents shall be true on and as of the date of such additional Loan or Letter
of Credit with the same effect as though such representations and warranties had
been made on and as of such date (except representations and warranties which
expressly relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein) and the Loan Parties shall have performed and complied with
all covenants and conditions hereof; no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Banks; and the Borrower
shall have delivered to the Administrative Agent a duly executed and completed
Loan Request or application for a Letter of Credit as the case may be.

                                  7. COVENANTS

            7.1 AFFIRMATIVE COVENANTS.

            The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings, and interest thereon, expiration or termination of all
Letters of Credit, satisfaction of all of the Loan Parties' other Obligations
under the Loan Documents and termination of the Commitments, the Loan Parties
shall comply at all times with the following affirmative covenants:

                  7.1.1. PRESERVATION OF EXISTENCE, ETC.

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain its legal existence as a corporation, limited
partnership or limited liability company and its license or qualification and
good standing in each jurisdiction in which its ownership or lease of property
or the nature of its business makes such license or qualification necessary,
except as otherwise expressly permitted in Section 7.2.6 [Liquidations, Mergers,
Etc.].


                                      -50-
<PAGE>

                  7.1.2. PAYMENT OF LIABILITIES, INCLUDING TAXES, ETC.

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable, including all taxes, assessments and governmental charges upon it
or any of its properties, assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities, including
taxes, assessments or charges, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such
reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made, but only to the extent that failure to discharge any such
liabilities would not result in any additional liability which would adversely
affect to a material extent the financial condition of any Loan Party or
Subsidiary of any Loan Party, PROVIDED that the Loan Parties and their
Subsidiaries will pay all such liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.

                  7.1.3. MAINTENANCE OF INSURANCE.

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, insure its properties and assets against loss or damage by fire
and such other insurable hazards as such assets are commonly insured (including
fire, extended coverage, property damage, workers' compensation, public
liability and business interruption insurance) and against other risks
(including errors and omissions) in such amounts as similar properties and
assets are insured by prudent companies in similar circumstances carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary, all as reasonably determined by the
Administrative Agent.

                  7.1.4. MAINTENANCE OF PROPERTIES AND LEASES.

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

                  7.1.5. MAINTENANCE OF PATENTS, TRADEMARKS, ETC.

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain in full force and effect all patents, trademarks,
service marks, trade names, copyrights, licenses, franchises, permits and other
authorizations necessary for the ownership and operation of its properties and
business if the failure so to maintain the same would constitute a Material
Adverse Change.


                                      -51-
<PAGE>

                  7.1.6. VISITATION RIGHTS.

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

                  7.1.7. KEEPING OF RECORDS AND BOOKS OF ACCOUNT.

                  The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable
the Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in
which full, true and correct entries shall be made in all material respects of
all its dealings and business and financial affairs.

                  7.1.8. PLANS AND BENEFIT ARRANGEMENTS.

                  The Borrower shall, and shall cause each other member of the
ERISA Group to, comply with ERISA, the Internal Revenue Code and other
applicable Laws applicable to Plans and Benefit Arrangements except where such
failure, alone or in conjunction with any other failure, would not result in a
Material Adverse Change. Without limiting the generality of the foregoing, the
Borrower shall cause all of its Plans and all Plans maintained by any member of
the ERISA Group to be funded in accordance with the minimum funding requirements
of ERISA and shall make, and cause each member of the ERISA Group to make, in a
timely manner, all contributions due to Plans, Benefit Arrangements and
Multiemployer Plans.

                  7.1.9. COMPLIANCE WITH LAWS.

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, comply with all applicable Laws, including all Environmental
Laws, in all respects, PROVIDED that it shall not be deemed to be a violation of
this Section 7.1.9 if any failure to comply with any Law would not result in
fines, penalties, remediation costs, other similar liabilities or injunctive
relief which in the aggregate would constitute a Material Adverse Change.

                  7.1.10. USE OF PROCEEDS.

                  The Loan Parties will use the Letters of Credit and the
proceeds of the Loans only for (i) general corporate purposes, and (ii) to
repurchase its common stock as


                                      -52-
<PAGE>

permitted hereunder. The Loan Parties shall not use the Letters of Credit or the
proceeds of the Loans for any purposes which contravenes any applicable Law or
any provision hereof.

                  7.1.11. SUBORDINATION OF INTERCOMPANY LOANS.

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

            7.2 NEGATIVE COVENANTS.

            The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:

                  7.2.1. INDEBTEDNESS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                     (i) Indebtedness under the Loan Documents;

                     (ii) Existing Indebtedness as set forth on SCHEDULE 7.2.1
(including any extensions or renewals thereof, PROVIDED there is no increase in
the amount thereof or other significant change in the terms thereof unless
otherwise specified on SCHEDULE 7.2.1;

                     (iii) Indebtedness under the Jeffersontown IRB, provided
that the principal amount is not subsequently increased; such Jeffersontown IRB
shall continue to be permitted Indebtedness hereunder if Capital Delivery, Inc.
should subsequently sell its rights thereunder to a Person which is not an
Affiliate of the Borrower;

                     (iv) Capitalized and operating leases;

                     (v) Indebtedness secured by Purchase Money Security
Interests not exceeding $10,000,000; and

                     (vi) Indebtedness of a Loan Party to another Loan Party
which is subordinated in accordance with the provisions of Section 7.1.11
[Subordination of Intercompany Loans].


                                      -53-
<PAGE>

                  7.2.2. LIENS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

                  7.2.3. GUARANTIES.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time, directly or indirectly, become or be liable
in respect of any Guaranty, or assume, guarantee, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for the BIBP
Commodities Guaranty, Guaranties of Indebtedness of the Loan Parties permitted
hereunder and except for Guaranties by Loan Parties in favor of Excluded
Subsidiaries provided that the amount of such Guaranties shall be subject to the
limitation on Restricted Investments in such Excluded Subsidiaries contained in
Section 7.2.4.

                  7.2.4. LOANS AND INVESTMENTS.

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

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

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

                     (iii) Permitted Investments; and

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

                     (v) Restricted Investments in Excluded Subsidiaries
existing on the Closing Date in the amounts set forth on SCHEDULE 7.2.4; and

                     (vi) Restricted Investments in Foreign Subsidiaries, not to
exceed $25,000,000 in the aggregate. Any Restricted Investment in an Foreign
Subsidiary existing on the Closing Date and listed on SCHEDULE 7.2.4 shall not
count towards the


                                      -54-
<PAGE>

$25,000,000 limit to the extent that such Restricted Investment does not exceed
the amount included on SCHEDULE 7.2.4.

                     (vii) Restricted Investments in Excluded Domestic
Subsidiaries, not to exceed $1,000,000 in the aggregate. Any Restricted
Investment in an Excluded Domestic Subsidiary existing on the Closing Date and
listed on SCHEDULE 7.2.4 shall not count towards the $1,000,000 limit to the
extent that such Restricted Investment does not exceed the amount included on
SCHEDULE 7.2.4.

                  7.2.5. DIVIDENDS AND RELATED DISTRIBUTIONS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, make or pay, or agree to become or remain liable to make
or pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise) on account of or in respect of its shares of
capital stock, partnership interests or limited liability company interests on
account of the purchase, redemption, retirement or acquisition of its shares of
capital stock (or warrants, options or rights therefor), partnership interests
or limited liability company interests, except

                     (i) dividends or other distributions payable to another
Loan Party, and

                     (ii) payment of dividends or repurchases of the common
stock of the Borrower, provided that there exists no Potential Default or Event
of Default after giving effect to such repurchase, and provided that the
Borrower shall notify the Administrative Agent and the Banks within thirty (30)
days after making any such payment or repurchase

                  7.2.6. LIQUIDATIONS, MERGERS, CONSOLIDATIONS, ACQUISITIONS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a
party to any merger or consolidation, or acquire by purchase, lease or otherwise
all or substantially all of the assets or capital stock of any other Person,
PROVIDED that

                  (1) any Loan Party other than the Borrower may consolidate or
merge into another Loan Party which is wholly-owned by one or more of the other
Loan Parties, and

                  (2) any Loan Party may acquire, whether by purchase or by
merger, (A) all of the ownership interests of another Person or (B)
substantially all of assets of another Person or of a business or division of
another Person (each an "Permitted Acquisition"), PROVIDED that each of the
following requirements is met:

                     (i) if the Loan Parties are acquiring the ownership
interests in such Person whether directly or indirectly and whether by purchase,
merger or


                                      -55-
<PAGE>

otherwise, such Person shall execute a Guarantor Joinder and join this Agreement
as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before
the date of such Permitted Acquisition (except that Foreign Subsidiaries shall
not be required to execute a Guarantor Joinder as provided in Section 7.2.9 but
any acquisition of any Excluded Subsidiary shall be subject to the limitations
on Restricted Investments in such Excluded Subsidiaries described in Section
7.2.4), and if the Borrower is a party to such purchase, merger or other
transaction, the Borrower shall be the survivor thereof;

                     (ii) the board of directors or other equivalent governing
body of such Person shall have approved such Permitted Acquisition and, if the
Loan Parties shall use any portion of the Loans to fund such Permitted
Acquisition, the Loan Parties also shall have delivered to the Banks written
evidence of the approval of the board of directors (or equivalent body) of such
Person for such Permitted Acquisition;

                     (iii) the business acquired, or the business conducted by
the Person whose ownership interests are being acquired, as applicable, shall be
substantially the same as one or more line or lines of business conducted by the
Loan Parties and shall comply with Section 7.2.10 [Continuation of or Change in
Business];

                     (iv) no Potential Default or Event of Default shall exist
immediately prior to and after giving effect to such Permitted Acquisition;

                     (v) the Borrower shall demonstrate that it shall be in
compliance with the covenants contained in Sections 7.2 after giving effect to
such Permitted Acquisition (including in such computation Indebtedness or other
liabilities assumed or incurred in connection with such Permitted Acquisition
but excluding income earned or expenses incurred by the Person, business or
assets to be acquired prior to the date of such Permitted Acquisition) by
delivering at least five (5) Business Days prior to such Permitted Acquisition a
certificate in the form of EXHIBIT 7.2.6 evidencing such compliance;

                     (vi) the Loan Parties shall deliver to the Administrative
Agent at least five (5) Business Days before such Permitted Acquisition copies
of any agreements entered into or proposed to be entered into by such Loan
Parties in connection with such Permitted Acquisition and shall deliver to the
Administrative Agent such other information about such Person or its assets as
any Loan Party may reasonably require.

                  7.2.7. DISPOSITIONS OF ASSETS OR SUBSIDIARIES.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise
transfer or dispose of, voluntarily or involuntarily, any of its properties or
assets, tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest,


                                      -56-
<PAGE>

partnership interests or limited liability company interests of a Subsidiary of
such Loan Party), except:

                     (i) transactions involving the sale of inventory in the
ordinary course of business;

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

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

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

                     (v) any sale of a store and related assets to a franchisee
provided that each of the following conditions is satisfied:

                         (1) the gross sales price (before deduction for
expenses) in connection with the sale any store shall not exceed $5,000,000,

                         (2) the gross sales price (before deduction for
expenses) in connection with all sales by the Loan Parties under this clause (v)
of Section 7.2.7 shall not exceed $25,000,000 over the term of this Agreement
(including any extension of the Expiration Date hereof) after giving effect to
such sale:

                         (3) the Borrower shall be in pro-forma compliance with
its financial covenants and the other terms of this Agreement after giving
effect to such sale;

                         (4) the Borrower shall notify the Administrative Agent
and the Banks of such sale within ten Business Days following the date of such
sale such notice to state the amount of the gross sales price (before deduction
for expenses) of such sale and demonstrate compliance with clauses (1) through
(3) above.

                  7.2.8. AFFILIATE TRANSACTIONS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of any Loan Party or other Person) unless such transaction is not
otherwise prohibited by this Agreement, is entered into in the ordinary course
of business upon fair and reasonable arm's-length terms and conditions which are
fully disclosed to the Administrative Agent and is in accordance with all
applicable Law.


                                      -57-
<PAGE>

                  7.2.9. SUBSIDIARIES, PARTNERSHIPS AND JOINT VENTURES.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, own or create directly or indirectly any Subsidiaries
other than (i) any Subsidiary which has joined this Agreement as Guarantor on
the Closing Date; and (ii) any Subsidiary formed after the Closing Date which
joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of
Guarantors], (iii) any Foreign Subsidiary, provided that the total amount of the
Restricted Investment in Foreign Subsidiaries which do not join this Agreement
as Guarantors may not exceed the amounts permitted under Section 7.2.4, and (iv)
and any Excluded Domestic Subsidiary, provided that the total amount of the
Restricted Investment in Excluded Domestic Subsidiaries which do not join this
Agreement as Guarantors may not exceed the amounts permitted under Section
7.2.4. Each of the Loan Parties shall not become or agree to (1) become a
general or limited partner in any general or limited partnership, except that
the Loan Parties may be general or limited partners in other Loan Parties, (2)
become a member or manager of, or hold a limited liability company interest in,
a limited liability company, except that the Loan Parties may be members or
managers of, or hold limited liability company interests in, other Loan Parties,
or (3) become a joint venturer or hold a joint venture interest in any joint
venture.

                  7.2.10. CONTINUATION OF OR CHANGE IN BUSINESS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, engage in any business other than owning and operating
restaurants substantially as conducted and operated by such Loan Party or
Subsidiary during the present fiscal year and related support functions, and
such Loan Party or Subsidiary shall not permit any material change in such
business.

                  7.2.11. PLANS AND BENEFIT ARRANGEMENTS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to:

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

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

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


                                      -58-
<PAGE>

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

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

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

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

                     (viii) make any amendment to any Plan with respect to which
security is required under Section 307 of ERISA; or

                     (ix) fail to give any and all notices and make all
disclosures and governmental filings required under ERISA or the Internal
Revenue Code, where such failure is likely to result in a Material Adverse
Change.

                  7.2.12. FISCAL YEAR.

                  The Borrower shall not, and shall not permit any Subsidiary of
the Borrower to, change its fiscal year from the 52- or 53- week period
beginning on the Monday following the last Sunday in December of the previous
calendar year, and ending on the last Sunday in December.

                  7.2.13. CHANGES IN ORGANIZATIONAL DOCUMENTS.

                  Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, amend in any respect its certificate of incorporation
(including any provisions or resolutions relating to capital stock), by-laws,
certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement or other organizational documents
without providing at least fifteen (15) calendar days' prior written notice to
the Administrative Agent and the Banks and, in the event such change would be
adverse to the Banks as determined by the Administrative Agent in its sole
discretion, obtaining the prior written consent of the Required Banks.


                                      -59-
<PAGE>

                  7.2.14. MAXIMUM LEVERAGE RATIO.

                  The Borrower shall not permit the Leverage Ratio, calculated
as of the end of each fiscal quarter, to exceed 2.0 to 1.0.

                  7.2.15. MINIMUM INTEREST COVERAGE RATIO.

                           The Borrower shall not permit the Interest Coverage
Ratio, calculated as of the end of each fiscal quarter for the four (4) fiscal
quarters then ended, to be less than the following levels as of the following
measurement dates:

<TABLE>
<CAPTION>

          ---------------------------------------------- --------------------------------------------------
                        Measurement Dates                                  Minimum Ratio
                        -----------------
          ---------------------------------------------- --------------------------------------------------
          <S>                                                              <C>
          End of Each Fiscal Quarter through and                            1.5 to 1.0
          Including Quarter Ending on or about
          December 31, 2000

          ---------------------------------------------- --------------------------------------------------
          End of Quarter ending on or about March 31,                       2.0 to 1.0
          2001 and the End of Each Fiscal Thereafter

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

</TABLE>

                  7.2.16. MINIMUM NET WORTH.

                  The Borrower shall not at any time permit Consolidated Net
Worth to be less than Base Net Worth.

            7.3 REPORTING REQUIREMENTS.

            The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Administrative Agent and
each of the Banks:

                  7.3.1. QUARTERLY FINANCIAL STATEMENTS.

                  As soon as available and in any event within forty-five (45)
calendar days after the end of each of the first three fiscal quarters in each
fiscal year, financial statements of the Borrower, consisting of a consolidated
and consolidating balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for the fiscal quarter then ended and the fiscal year through that
date, all in


                                      -60-
<PAGE>

reasonable detail and certified (subject to normal year-end audit adjustments)
by the Chief Executive Officer, President or Chief Financial Officer of the
Borrower as having been prepared in accordance with GAAP, consistently applied,
and setting forth in comparative form the respective financial statements for
the corresponding date and period in the previous fiscal year.

                  7.3.2. ANNUAL FINANCIAL STATEMENTS.

                  As soon as available and in any event within ninety (90) days
after the end of each fiscal year of the Borrower, financial statements of the
Borrower consisting of a consolidated and consolidating balance sheet as of the
end of such fiscal year, and related consolidated and consolidating statements
of income, stockholders' equity and cash flows for the fiscal year then ended,
all in reasonable detail and setting forth in comparative form the financial
statements as of the end of and for the preceding fiscal year, and certified by
independent certified public accountants of nationally recognized standing
satisfactory to the Administrative Agent. The certificate or report of
accountants shall be free of qualifications (other than any consistency
qualification that may result from a change in the method used to prepare the
financial statements as to which such accountants concur) and shall not indicate
the occurrence or existence of any event, condition or contingency which would
materially impair the prospect of payment or performance of any covenant,
agreement or duty of any Loan Party under any of the Loan Documents. The Loan
Parties shall deliver with such financial statements and certification by their
accountants a letter of such accountants to the Administrative Agent and the
Banks substantially (i) to the effect that, based upon their ordinary and
customary examination of the affairs of the Borrower, performed in connection
with the preparation of such consolidated financial statements, and in
accordance with generally accepted auditing standards, they are not aware of the
existence of any condition or event which constitutes an Event of Default or
Potential Default or, if they are aware of such condition or event, stating the
nature thereof and confirming the Borrower's calculations with respect to the
certificate to be delivered pursuant to Section 7.3.3 [Certificate of the
Borrower] with respect to such financial statements and (ii) to the effect that
the Banks are intended to rely upon such accountant's certification of the
annual financial statements and that such accountants authorize the Loan Parties
to deliver such reports and certificate to the Banks on such accountants'
behalf.

                  7.3.3. CERTIFICATE OF THE BORROWER.

                  Concurrently with the financial statements of the Borrower
furnished to the Administrative Agent and to the Banks pursuant to Sections
7.3.1 [Quarterly Financial Statements] and 7.3.2 [Annual Financial Statements],
a certificate (each a "Compliance Certificate") of the Borrower signed by the
Chief Executive Officer, President or Chief Financial Officer of the Borrower,
in the form of EXHIBIT 7.3.3, to the effect that, except as described pursuant
to Section 7.3.4 [Notice of Default], (i) the representations and warranties of
the Borrower contained in Section 5 and in the other Loan Documents are true on
and as of the date of such certificate with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which expressly relate solely


                                      -61-
<PAGE>

to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no Event of Default or Potential
Default exists and is continuing on the date of such certificate and (iii)
containing calculations in sufficient detail to demonstrate compliance as of the
date of such financial statements with all financial covenants contained in
Section 7.2 [Negative Covenants].

                  7.3.4. NOTICE OF DEFAULT.

                  Promptly after any officer of any Loan Party has learned of
the occurrence of an Event of Default or Potential Default, a certificate signed
by the Chief Executive Officer, President or Chief Financial Officer of such
Loan Party setting forth the details of such Event of Default or Potential
Default and the action which the such Loan Party proposes to take with respect
thereto.

                  7.3.5. NOTICE OF LITIGATION.

                  Promptly after the commencement thereof, notice of all
actions, suits, proceedings or investigations before or by any Official Body or
any other Person against any Loan Party or Subsidiary of any Loan Party which
involve a claim or series of claims in excess of $1,000,000 or which if
adversely determined would constitute a Material Adverse Change.

                  7.3.6. BUDGETS, FORECASTS, OTHER REPORTS AND INFORMATION.

                  Promptly upon their becoming available to the Borrower:

                     (i) the annual budget and any forecasts or projections of
the Borrower, to be supplied not later than forty-five (45) days prior to
commencement of the fiscal year to which any of the foregoing may be applicable,

                     (ii) any reports including management letters submitted to
the Borrower by independent accountants in connection with any annual, interim
or special audit,

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

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

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


                                      -62-
<PAGE>

                     (vi) such other reports and information as any of the Banks
may from time to time reasonably request. The Borrower shall also notify the
Banks promptly of the enactment or adoption of any Law which may result in a
Material Adverse Change.

                  7.3.7. NOTICES REGARDING PLANS AND BENEFIT ARRANGEMENTS.

                            7.3.7.1 CERTAIN EVENTS.

                     Promptly upon becoming aware of the occurrence thereof,
notice (including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

                     (i) any Reportable Event with respect to the Borrower or
any other member of the ERISA Group (regardless of whether the obligation to
report said Reportable Event to the PBGC has been waived),

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

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

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

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

                     (vi) withdrawal by the Borrower or any other member of the
ERISA Group from a Multiple Employer Plan,

                     (vii) a failure by the Borrower or any other member of the
ERISA Group to make a payment to a Plan required to avoid imposition of a Lien
under Section 302(f) of ERISA,

                     (viii) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA, or

                                      -63-
<PAGE>


                     (ix) any change in the actuarial assumptions or funding
methods used for any Plan, where the effect of such change is to materially
increase or materially reduce the unfunded benefit liability or obligation to
make periodic contributions.

                     7.3.7.2 NOTICES OF INVOLUNTARY TERMINATION AND ANNUAL
REPORTS.

                     Promptly after receipt thereof, copies of (a) all notices
received by the Borrower or any other member of the ERISA Group of the PBGC's
intent to terminate any Plan administered or maintained by the Borrower or any
member of the ERISA Group, or to have a trustee appointed to administer any such
Plan; and (b) at the request of the Administrative Agent or any Bank each annual
report (IRS Form 5500 series) and all accompanying schedules, the most recent
actuarial reports, the most recent financial information concerning the
financial status of each Plan administered or maintained by the Borrower or any
other member of the ERISA Group, and schedules showing the amounts contributed
to each such Plan by or on behalf of the Borrower or any other member of the
ERISA Group in which any of their personnel participate or from which such
personnel may derive a benefit, and each Schedule B (Actuarial Information) to
the annual report filed by the Borrower or any other member of the ERISA Group
with the Internal Revenue Service with respect to each such Plan.

                     7.3.7.3 NOTICE OF VOLUNTARY TERMINATION.

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

                                   8. DEFAULT

            8.1      EVENTS OF DEFAULT.

            An Event of Default shall mean the occurrence or existence of any
one or more of the following events or conditions (whatever the reason therefor
and whether voluntary, involuntary or effected by operation of Law):

                  8.1.1. PAYMENTS UNDER LOAN DOCUMENTS.

                  The Borrower shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity), Reimbursement Obligation or Letter of Credit Borrowing or shall fail
to pay any interest on any Loan , Reimbursement Obligation or Letter of Credit
Borrowing or any other amount owing hereunder or under the other Loan Documents
after such principal, interest or other amount becomes due in accordance with
the terms hereof or thereof;


                                      -64-

<PAGE>

                  8.1.2. BREACH OF WARRANTY.

                  Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or
in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;

                  8.1.3. BREACH OF NEGATIVE COVENANTS OR VISITATION RIGHTS.

                  Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 7.1.6 [Visitation Rights] or
Section 7.2 [Negative Covenants];

                  8.1.4. BREACH OF OTHER COVENANTS.

                  Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of
any other Loan Document and such default shall continue unremedied for a period
of ten (10) Business Days after any officer of any Loan Party becomes aware of
the occurrence thereof (such grace period to be applicable only in the event
such default can be remedied by corrective action of the Loan Parties as
determined by the Administrative Agent in its sole discretion);

                  8.1.5. DEFAULTS IN OTHER AGREEMENTS OR INDEBTEDNESS.

                  A breach, default or event of default shall occur at any time
under the terms of any other agreement involving borrowed money or the extension
of credit or any other Indebtedness under which any Loan Party or Subsidiary of
any Loan Party may be obligated as a borrower or guarantor in excess of
$1,000,000in the aggregate, and such breach, default or event of default
consists of the failure to pay (beyond any period of grace permitted with
respect thereto, whether waived or not) any indebtedness when due (whether at
stated maturity, by acceleration or otherwise) or if such breach, default or
event of default permits or causes the acceleration of any indebtedness (whether
or not such right shall have been waived) or the termination of any commitment
to lend;

                  8.1.6. FINAL JUDGMENTS OR ORDERS.

                  Any final judgments or orders for the payment of money in
excess of $1,000,000 in the aggregate shall be entered against any Loan Party by
a court having jurisdiction in the premises, which judgment is not discharged,
vacated, bonded or stayed pending appeal within a period of thirty (30) days
from the date of entry;

                  8.1.7. LOAN DOCUMENT UNENFORCEABLE.

                  Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against the party executing the same or such
party's successors and


                                      -65-
<PAGE>

assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance
with its terms) or become or be declared ineffective or inoperative or shall in
any way be challenged or contested or cease to give or provide the respective
Liens, security interests, rights, titles, interests, remedies, powers or
privileges intended to be created thereby;

                  8.1.8. UNINSURED LOSSES; PROCEEDINGS AGAINST ASSETS.

                  Any of the Loan Parties' or any of their Subsidiaries' assets
are attached, seized, levied upon or subjected to a writ or distress warrant; or
such come within the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors and the same is not cured within thirty (30) days
thereafter;

                  8.1.9. NOTICE OF LIEN OR ASSESSMENT.

                  A notice of Lien or assessment in excess of $1,000,000 which
is not a Permitted Lien is filed of record with respect to all or any part of
any of the Loan Parties' or any of their Subsidiaries' assets by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or debts owing at any time or times hereafter to any one of these becomes
payable and the same is not paid within thirty (30) days after the same becomes
payable;

                  8.1.10. INSOLVENCY.

                  Any Loan Party or any Subsidiary of a Loan Party ceases to be
solvent or admits in writing its inability to pay its debts as they mature;

                  8.1.11. EVENTS RELATING TO PLANS AND BENEFIT ARRANGEMENTS.

                  Any of the following occurs: (i) any Reportable Event, which
the Administrative Agent determines in good faith constitutes grounds for the
termination of any Plan by the PBGC or the appointment of a trustee to
administer or liquidate any Plan, shall have occurred and be continuing; (ii)
proceedings shall have been instituted or other action taken to terminate any
Plan, or a termination notice shall have been filed with respect to any Plan;
(iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the
PBGC shall give notice of its intent to institute proceedings to terminate any
Plan or Plans or to appoint a trustee to administer or liquidate any Plan; and,
in the case of the occurrence of (i), (ii), (iii) or (iv) above, the
Administrative Agent determines in good faith that the amount of the Borrower's
liability is likely to exceed 10% of its Consolidated Net Worth; (v) the
Borrower or any member of the ERISA Group shall fail to make any contributions
when due to a Plan or a Multiemployer Plan; (vi) the Borrower or any other
member of the ERISA Group shall make any amendment to a Plan with respect to
which security is required under Section 307 of ERISA; (vii) the Borrower or any
other member of the ERISA Group shall withdraw completely or partially from a
Multiemployer Plan; (viii) the Borrower or any other member of the ERISA Group
shall withdraw (or shall be


                                      -66-
<PAGE>

deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer
Plan; or (ix) any applicable Law is adopted, changed or interpreted by any
Official Body with respect to or otherwise affecting one or more Plans,
Multiemployer Plans or Benefit Arrangements and, with respect to any of the
events specified in (v), (vi), (vii), (viii) or (ix), the Administrative Agent
determines in good faith that any such occurrence would be reasonably likely to
materially and adversely affect the total enterprise represented by the Borrower
and the other members of the ERISA Group;

                  8.1.12. CESSATION OF BUSINESS.

                  Any Loan Party or Subsidiary of a Loan Party ceases to conduct
its business as contemplated, except as expressly permitted under Section 7.2.6
[Liquidations, Mergers, Etc.] or 7.2.7, or any Loan Party or Subsidiary of a
Loan Party is enjoined, restrained or in any way prevented by court order from
conducting all or any material part of its business and such injunction,
restraint or other preventive order is not dismissed within thirty (30) days
after the entry thereof;

                  8.1.13. CHANGE OF CONTROL.

                     (i) Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall have acquired beneficial ownership of (within the meaning of Rule 13d-3
promulgated by the Securities and Exchange Commission under said Act) more than
50% of the voting capital stock of the Borrower; or (ii) within a period of
twelve (12) consecutive calendar months, individuals who were directors of the
Borrower on the first day of such period shall cease to constitute a majority of
the board of directors of the Borrower;

                  8.1.14. INVOLUNTARY PROCEEDINGS.

                  A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party or Subsidiary of a Loan Party in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of any Loan
Party or Subsidiary of a Loan Party for any substantial part of its property, or
for the winding-up or liquidation of its affairs, and such proceeding shall
remain undismissed or unstayed and in effect for a period of thirty (30)
consecutive days or such court shall enter a decree or order granting any of the
relief sought in such proceeding; or

                  8.1.15. VOLUNTARY PROCEEDINGS.

                  Any Loan Party or Subsidiary of a Loan Party shall commence a
voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under


                                      -67-
<PAGE>

any such law, or shall consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or other similar official) of itself or for any substantial part of its
property or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any
action in furtherance of any of the foregoing.

            8.2 CONSEQUENCES OF EVENT OF DEFAULT.

                  8.2.1. EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR
REORGANIZATION PROCEEDINGS.

                  If an Event of Default specified under Sections 8.1.1 through
8.1.13 shall occur and be continuing, the Banks and the Administrative Agent
shall be under no further obligation to make Loans or issue Letters of Credit,
as the case may be, and the Administrative Agent may, and upon the request of
the Required Banks, shall (i) by written notice to the Borrower, declare the
unpaid principal amount of the Notes then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder to be forthwith due and payable, and the same shall
thereupon become and be immediately due and payable to the Administrative Agent
for the benefit of each Bank without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived, and (ii) require
the Borrower to, and the Borrower shall thereupon, deposit in a
non-interest-bearing account with the Administrative Agent, as cash collateral
for its Obligations under the Loan Documents, an amount equal to the maximum
amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent and the Banks, and grants to the Administrative Agent and
the Banks a security interest in, all such cash as security for such
Obligations. Upon the curing of all existing Events of Default to the
satisfaction of the Required Banks, the Administrative Agent shall return such
cash collateral to the Borrower; and

                  8.2.2. BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS.

                  If an Event of Default specified under Section 8.1.14
[Involuntary Proceedings] or 8.1.15 [Voluntary Proceedings] shall occur, the
Banks shall be under no further obligations to make Loans hereunder and the
unpaid principal amount of the Loans then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and

                  8.2.3. SET-OFF.

                  If an Event of Default shall occur and be continuing, any Bank
to whom any Obligation is owed by any Loan Party hereunder or under any other
Loan Document or any


                                      -68-
<PAGE>

participant of such Bank which has agreed in writing to be bound by the
provisions of Section 9.13 [Equalization of Banks] and any branch, Subsidiary or
Affiliate of such Bank or participant anywhere in the world shall have the
right, in addition to all other rights and remedies available to it, without
notice to such Loan Party, to set-off against and apply to the then unpaid
balance of all the Loans and all other Obligations of the Borrower and the other
Loan Parties hereunder or under any other Loan Document any debt owing to, and
any other funds held in any manner for the account of, the Borrower or such
other Loan Party by such Bank or participant or by such branch, Subsidiary or
Affiliate, including all funds in all deposit accounts (whether time or demand,
general or special, provisionally credited or finally credited, or otherwise)
now or hereafter maintained by the Borrower or such other Loan Party for its own
account (but not including funds held in custodian or trust accounts) with such
Bank or participant or such branch, Subsidiary or Affiliate. Such right shall
exist whether or not any Bank or the Administrative Agent shall have made any
demand under this Agreement or any other Loan Document, whether or not such debt
owing to or funds held for the account of the Borrower or such other Loan Party
is or are matured or unmatured and regardless of the existence or adequacy of
any collateral, Guaranty or any other security, right or remedy available to any
Bank or the Administrative Agent; and

                  8.2.4. SUITS, ACTIONS, PROCEEDINGS.

                  If an Event of Default shall occur and be continuing, and
whether or not the Administrative Agent shall have accelerated the maturity of
Loans pursuant to any of the foregoing provisions of this Section 8.2, the
Administrative Agent or any Bank, if owed any amount with respect to the Loans,
may proceed to protect and enforce its rights by suit in equity, action at law
and/or other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement or the other Loan Documents,
including as permitted by applicable Law the obtaining of the EX PARTE
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of the Administrative Agent or such Bank; and

                  8.2.5. APPLICATION OF PROCEEDS.

                  From and after the date on which the Administrative Agent has
taken any action pursuant to this Section 8.2 and until all Obligations of the
Loan Parties have been paid in full, any and all proceeds received by the
Administrative Agent from the exercise of any other remedy by the Administrative
Agent, shall be applied as follows:

                     (i) first, to reimburse the Administrative Agent and the
Banks for out-of-pocket costs, expenses and disbursements, including reasonable
attorneys' and paralegals' fees and legal expenses, incurred by the
Administrative Agent or the Banks in connection with collection of any
Obligations of any of the Loan Parties under any of the Loan Documents;


                                      -69-
<PAGE>

                     (ii) second, to the repayment of all Indebtedness then due
and unpaid of the Loan Parties to the Banks incurred under this Agreement or any
of the other Loan Documents, whether of principal, interest, fees, expenses or
otherwise, in such manner as the Administrative Agent may determine in its
discretion; and

                     (iii) the balance, if any, as required by Law.

                  8.2.6. OTHER RIGHTS AND REMEDIES.

                  The Administrative Agent may, and upon the request of the
Required Banks shall, exercise all post-default rights granted to the
Administrative Agent and the Banks under the Loan Documents or applicable Law.

                          9. THE ADMINISTRATIVE AGENT

            9.1 APPOINTMENT.

            Each Bank hereby irrevocably designates, appoints and authorizes PNC
Bank to act as Administrative Agent for such Bank under this Agreement and to
execute and deliver or accept on behalf of each of the Banks the other Loan
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of a Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and any other instruments and
agreements referred to herein, and to exercise such powers and to perform such
duties hereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. PNC Bank agrees to act as the Administrative
Agent on behalf of the Banks to the extent provided in this Agreement.

            9.2 DELEGATION OF DUTIES.

            The Administrative Agent may perform any of its duties hereunder by
or through agents or employees (PROVIDED such delegation does not constitute a
relinquishment of its duties as Administrative Agent) and, subject to Sections
9.5 [Reimbursement of Administrative Agent by Borrower, Etc.] and 9.6, shall be
entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.

            9.3 NATURE OF DUTIES; INDEPENDENT CREDIT INVESTIGATION.

            The Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and no implied covenants,
functions, responsibilities, duties, obligations, or liabilities shall be read
into this Agreement or otherwise exist. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative


                                      -70-
<PAGE>

Agent shall not have by reason of this Agreement a fiduciary or trust
relationship in respect of any Bank; and nothing in this Agreement, expressed or
implied, is intended to or shall be so construed as to impose upon the
Administrative Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties. Each Bank expressly acknowledges (i) that the
Administrative Agent has not made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of any of the Loan Parties, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank; (ii) that it
has made and will continue to make, without reliance upon the Administrative
Agent, its own independent investigation of the financial condition and affairs
and its own appraisal of the creditworthiness of each of the Loan Parties in
connection with this Agreement and the making and continuance of the Loans
hereunder; and (iii) except as expressly provided herein, that the
Administrative Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Bank with any credit or other information
with respect thereto, whether coming into its possession before the making of
any Loan or at any time or times thereafter.

            9.4 ACTIONS IN DISCRETION OF ADMINISTRATIVE AGENT; INSTRUCTIONS FROM
THE BANKS.

            The Administrative Agent agrees, upon the written request of the
Required Banks, to take or refrain from taking any action of the type specified
as being within the Administrative Agent's rights, powers or discretion herein,
PROVIDED that the Administrative Agent shall not be required to take any action
which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement or any other Loan Document or applicable Law. In the
absence of a request by the Required Banks, the Administrative Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section 9.6
[Exculpatory Provisions, Etc.]. Subject to the provisions of Section 9.6, no
Bank shall have any right of action whatsoever against the Administrative Agent
as a result of the Administrative Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Banks, or in the
absence of such instructions, in the absolute discretion of the Administrative
Agent.

            9.5 REIMBURSEMENT AND INDEMNIFICATION OF ADMINISTRATIVE AGENT BY THE
BORROWER.

            The Borrower unconditionally agrees to pay or reimburse the
Administrative Agent and hold the Administrative Agent harmless against (a)
liability for the payment of all reasonable out-of-pocket costs, expenses and
disbursements, including fees and expenses of


                                      -71-
<PAGE>

counsel (including the allocated costs of staff counsel), appraisers and
environmental consultants, incurred by the Administrative Agent (i) in
connection with the development, negotiation, preparation, printing, execution,
administration, syndication, interpretation and performance of this Agreement
and the other Loan Documents, (ii) relating to any requested amendments, waivers
or consents pursuant to the provisions hereof, (iii) in connection with the
enforcement of this Agreement or any other Loan Document or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy
or receivership proceedings or otherwise, and (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent, in its capacity as such, in any way relating
to or arising out of this Agreement or any other Loan Documents or any action
taken or omitted by the Administrative Agent hereunder or thereunder, PROVIDED
that the Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements if the same results from the Administrative Agent's
gross negligence or willful misconduct, or if the Borrower was not given notice
of the subject claim and the opportunity to participate in the defense thereof,
at its expense (except that the Borrower shall remain liable to the extent such
failure to give notice does not result in a loss to the Borrower), or if the
same results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld. In addition,
the Borrower agrees to reimburse and pay all reasonable out-of-pocket expenses
of the Administrative Agent's regular employees and agents engaged periodically
to perform audits of the Loan Parties' books, records and business properties.

            9.6 EXCULPATORY PROVISIONS; LIMITATION OF LIABILITY.

            Neither any of the Agents nor any of their respective directors,
officers, employees, agents, attorneys or Affiliates shall (a) be liable to any
Bank for any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Banks for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to any of
the Banks to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions hereof or thereof on the part of the Loan
Parties, or the financial condition of the Loan Parties, or the existence or
possible existence of any Event of Default or Potential Default. No claim may be
made by any of the Loan Parties, any Bank, the Administrative Agent or any of
their respective Subsidiaries against the Administrative Agent, any Bank or any
of their respective directors, officers, employees, agents, attorneys or
Affiliates,


                                      -72-
<PAGE>

or any of them, for any special, indirect or consequential damages or, to the
fullest extent permitted by Law, for any punitive damages in respect of any
claim or cause of action (whether based on contract, tort, statutory liability,
or any other ground) based on, arising out of or related to any Loan Document or
the transactions contemplated hereby or any act, omission or event occurring in
connection therewith, including the negotiation, documentation, administration
or collection of the Loans, and each of the Loan Parties, (for itself and on
behalf of each of its Subsidiaries), the Administrative Agent and each Bank
hereby waive, releases and agree never to sue upon any claim for any such
damages, whether such claim now exists or hereafter arises and whether or not it
is now known or suspected to exist in its favor. Each Bank agrees that, except
for notices, reports and other documents expressly required to be furnished to
the Banks by the Administrative Agent hereunder or given to the Administrative
Agent for the account of or with copies for the Banks, the Administrative Agent
and each of its directors, officers, employees, agents, attorneys or Affiliates
shall not have any duty or responsibility to provide any Bank with an credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Loan Parties
which may come into the possession of the Administrative Agent or any of its
directors, officers, employees, agents, attorneys or Affiliates.

            9.7 REIMBURSEMENT AND INDEMNIFICATION OF ADMINISTRATIVE AGENT BY
BANKS.

            Each Bank agrees to reimburse and indemnify the Administrative Agent
(to the extent not reimbursed by the Borrower and without limiting the
Obligation of the Borrower to do so) in proportion to its Ratable Share from and
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, including attorneys' fees
and disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, PROVIDED that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Administrative Agent's gross negligence or willful misconduct, or (b) if
such Bank was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Bank shall
remain liable to the extent such failure to give notice does not result in a
loss to the Bank), or (c) if the same results from a compromise and settlement
agreement entered into without the consent of such Bank, which shall not be
unreasonably withheld. In addition, each Bank agrees promptly upon demand to
reimburse the Administrative Agent (to the extent not reimbursed by the Borrower
and without limiting the Obligation of the Borrower to do so) in proportion to
its Ratable Share for all amounts due and payable by the Borrower to the
Administrative Agent in connection with the Administrative Agent's periodic
audit of the Loan Parties' books, records and business properties.


                                      -73-
<PAGE>

            9.8 RELIANCE BY ADMINISTRATIVE AGENT.

            The Administrative Agent shall be entitled to rely upon any writing,
telegram, telex or teletype message, resolution, notice, consent, certificate,
letter, cablegram, statement, order or other document or conversation by
telephone or otherwise believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon the advice and
opinions of counsel and other professional advisers selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder unless 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.

            9.9 NOTICE OF DEFAULT.

            The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Potential Default or Event of Default (except
for defaults in payment of interest or principal) unless the Administrative
Agent has received written notice from a Bank or the Borrower referring to this
Agreement, describing such Potential Default or Event of Default and stating
that such notice is a "notice of default."

            9.10 NOTICES.

            The Administrative Agent shall promptly send to each Bank a copy of
all notices received from the Borrower pursuant to the provisions of this
Agreement or the other Loan Documents promptly upon receipt thereof. The
Administrative Agent shall promptly notify the Borrower and the other Banks of
each change in the Base Rate and the effective date thereof.

            9.11 BANKS IN THEIR INDIVIDUAL CAPACITIES; ADMINISTRATIVE AGENT IN
ITS INDIVIDUAL CAPACITY.

            With respect to its Commitment and the Loans made by it and any
other rights and powers given to it as a Bank hereunder or under any of the
other Loan Documents, the Administrative Agent shall have the same rights and
powers hereunder as any other Bank and may exercise the same as though it were
not the Administrative Agent, and the term "Bank" and "Banks" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. PNC Bank and its Affiliates and each of the Banks and their respective
Affiliates may, without liability to account, except as prohibited herein, make
loans to, issue letters of credit for the account of, acquire equity interests
in, accept deposits from, discount drafts for, act as trustee under indentures
of, and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with, the Loan Parties and their Affiliates, in
the case of the Administrative Agent, as though it were not acting as
Administrative Agent hereunder and in the case of each Bank, as though such Bank
were not a Bank hereunder, in each case without notice to or consent of the
other Banks. The Banks acknowledge that, pursuant to


                                      -74-
<PAGE>

such activities, the Administrative Agent or its Affiliates may (i) receive
information regarding the Loan Parties or any of their Subsidiaries or
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them, and (ii) accept fees and other consideration
from the Loan Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

            9.12 HOLDERS OF NOTES.

            The Administrative Agent may deem and treat any payee of any Note as
the owner thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who at the time of making
such request or giving such authority or consent is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.

            9.13 EQUALIZATION OF BANKS.

            The Banks and the holders of any participations in any Notes agree
among themselves that, with respect to all amounts received by any Bank or any
such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Banks and such holders
in proportion to their interests in payments under the Notes, except as
otherwise provided in Section 3.4.3 [Administrative Agent's and Bank's Rights],
4.4.2 [Replacement of a Bank] or 4.5 [Additional Compensation in Certain
Circumstances]. The Banks or any such holder receiving any such amount shall
purchase for cash from each of the other Banks an interest in such Bank's Loans
in such amount as shall result in a ratable participation by the Banks and each
such holder in the aggregate unpaid amount under the Notes, PROVIDED that if all
or any portion of such excess amount is thereafter recovered from the Bank or
the holder making such purchase, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, together with interest
or other amounts, if any, required by law (including court order) to be paid by
the Bank or the holder making such purchase.

            9.14 SUCCESSOR ADMINISTRATIVE AGENT.

            The Administrative Agent (i) may resign as Administrative Agent or
(ii) shall resign if such resignation is requested by the Required Banks (if the
Administrative Agent is a Bank, the Administrative Agent's Loans and its
Commitment shall be considered in determining whether the Required Banks have
requested such resignation) or required by Section 4.4.2


                                      -75-
<PAGE>

[Replacement of a Bank], in either case of (i) or (ii) by giving not less than
thirty (30) days' prior written notice to the Borrower. If the Administrative
Agent shall resign under this Agreement, then either (a) the Required Banks
shall appoint from among the Banks a successor Administrative Agent for the
Banks, subject to the consent of the Borrower, such consent not to be
unreasonably withheld, or (b) if a successor Administrative Agent shall not be
so appointed and approved within the thirty (30) day period following the
Administrative Agent's notice to the Banks of its resignation, then the
Administrative Agent shall appoint, with the consent of the Borrower, such
consent not to be unreasonably withheld, a successor Administrative Agent who
shall serve as Administrative Agent until such time as the Required Banks
appoint and the Borrower consents to the appointment of a successor
Administrative Agent. Any success or Administrative Agent appointed under this
Section shall: (i) have a capitalization of at least $500,000,000, and (ii) be
organized under the Laws of the United States, the states thereof and
instrumentalities thereof. Upon its appointment pursuant to either clause (a) or
(b) above, such successor Administrative Agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative
Agent" shall mean such successor Administrative 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. After the resignation of any Administrative Agent hereunder, the
provisions of this Section 9 shall inure to the benefit of such former
Administrative Agent and such former Administrative Agent shall not by reason of
such resignation be deemed to be released from liability for any actions taken
or not taken by it while it was an Administrative Agent under this Agreement.

            9.15 ADMINISTRATIVE AGENT'S FEE.

            The Borrower shall pay to the Administrative Agent a nonrefundable
fee (the "Administrative Agent's Fee") under the terms of a letter (the
"Administrative Agent's Letter") between the Borrower and Administrative Agent,
as amended from time to time.

            9.16 AVAILABILITY OF FUNDS.

            The Administrative Agent may assume that each Bank has made or will
make the proceeds of a Loan available to the Administrative Agent unless the
Administrative Agent shall have been notified by such Bank on or before the
later of (1) the close of Business on the Business Day preceding the Borrowing
Date with respect to such Loan or two (2) hours before the time on which the
Administrative Agent actually funds the proceeds of such Loan to the Borrower
(whether using its own funds pursuant to this Section 9.16 or using proceeds
deposited with the Administrative Agent by the Banks and whether such funding
occurs before or after the time on which Banks are required to deposit the
proceeds of such Loan with the Administrative Agent). The Administrative Agent
may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. If such corresponding amount
is not in fact made available to the Administrative Agent by such Bank, the


                                      -76-
<PAGE>

  Administrative Agent shall be entitled to recover such amount on demand from
such Bank (or, if such Bank fails to pay such amount forthwith upon such demand
from the Borrower) together with interest thereon, in respect of each day during
the period commencing on the date such amount was made available to the Borrower
and ending on the date the Administrative Agent recovers such amount, at a rate
per annum equal to (i) the Federal Funds Effective Rate during the first three
(3) days after such interest shall begin to accrue and (ii) the applicable
interest rate in respect of such Loan after the end of such three-day period.

            9.17 CALCULATIONS.

            In the absence of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error in computing the amount
payable to any Bank whether in respect of the Loans, fees or any other amounts
due to the Banks under this Agreement. In the event an error in computing any
amount payable to any Bank is made, the Administrative Agent, the Borrower and
each affected Bank shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate.

            9.18 BENEFICIARIES.

            Except as expressly provided herein, the provisions of this Section
9 are solely for the benefit of the Administrative Agent and the Banks, and the
Loan Parties shall not have any rights to rely on or enforce any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any of the Loan Parties.

                               10. MISCELLANEOUS

            10.1 MODIFICATIONS, AMENDMENTS OR WAIVERS.

            With the written consent of the Required Banks, the Administrative
Agent, acting on behalf of all the Banks, and the Borrower, on behalf of the
Loan Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Banks or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks and the Loan Parties; PROVIDED, that, without the written consent of
all the Banks, no such agreement, waiver or consent may be made which will:

                                      -77-


<PAGE>

                  10.1.1. INCREASE OF COMMITMENT; EXTENSION OF EXPIRATION DATE.

                  Increase the amount of the Commitment of any Bank hereunder or
extend the Expiration Date;

                  10.1.2. EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST
OR FEES; MODIFICATION OF TERMS OF PAYMENT.

                  Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Commitments on the Expiration Date), the Commitment Fee or any
other fee payable to any Bank, or reduce the principal amount of or the rate of
interest borne by any Loan or reduce the Commitment Fee or any other fee payable
to any Bank, or otherwise affect the terms of payment of the principal of or
interest of any Loan, the Commitment Fee or any other fee payable to any Bank;

                  10.1.3. RELEASE OF GUARANTOR.

                  Except for sales of assets permitted by Section 7.2.7
[Disposition of Assets or Subsidiaries] release any Guarantor from its
Obligations under the Guaranty Agreement or any other security for any of the
Loan Parties' Obligations; or

                  10.1.4. MISCELLANEOUS.

                  Amend Section 4.2 [Pro Rata Treatment of Banks], 9.6
[Exculpatory Provisions, Etc.] or 9.13 [Equalization of Banks] or this Section
10.1, alter any provision regarding the pro rata treatment of the Banks, change
the definition of Required Banks, or change any requirement providing for the
Banks or the Required Banks to authorize the taking of any action hereunder;
PROVIDED, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Administrative Agent in its capacity as
Administrative Agent or as the issuer of Letters of Credit shall be effective
without the written consent of the Administrative Agent.

            10.2 NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED.

            No course of dealing and no delay or failure of the Administrative
Agent or any Bank in exercising any right, power, remedy or privilege under this
Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right,
power, remedy or privilege preclude any further exercise thereof or of any other
right, power, remedy or privilege. The rights and remedies of the Administrative
Agent


                                      -78-
<PAGE>

and the Banks under this Agreement and any other Loan Documents are cumulative
and not exclusive of any rights or remedies which they would otherwise have. Any
waiver, permit, consent or approval of any kind or character on the part of any
Bank of any breach or default under this Agreement or any such waiver of any
provision or condition of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing.

            10.3 REIMBURSEMENT AND INDEMNIFICATION OF BANKS BY THE BORROWER;
TAXES.

            The Borrower agrees unconditionally upon demand to pay or reimburse
to each Bank (other than the Administrative Agent, as to which the Borrower's
Obligations are set forth in Section 9.5 [Reimbursement of Administrative Agent
By Borrower, Etc.]) and to save such Bank harmless against (i) liability for the
payment of all reasonable out-of-pocket costs, expenses and disbursements
(including fees and expenses of counsel (including allocated costs of staff
counsel) for each Bank except with respect to (a) and (b) below), incurred by
such Bank (a) in connection with the administration and interpretation of this
Agreement, and other instruments and documents to be delivered hereunder, (b)
relating to any amendments, waivers or consents pursuant to the provisions
hereof, (c) in connection with the enforcement of this Agreement or any other
Loan Document, or collection of amounts due hereunder or thereunder or the proof
and allowability of any claim arising under this Agreement or any other Loan
Document, whether in bankruptcy or receivership proceedings or otherwise, and
(d) in any workout or restructuring or in connection with the protection,
preservation, exercise or enforcement of any of the terms hereof or of any
rights hereunder or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against such Bank, in its capacity as such, in any
way relating to or arising out of this Agreement or any other Loan Documents or
any action taken or omitted by such Bank hereunder or thereunder, PROVIDED that
the Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (A) if the same results from such Bank's gross
negligence or willful misconduct, or (B) if the Borrower was not given notice of
the subject claim and the opportunity to participate in the defense thereof, at
its expense (except that the Borrower shall remain liable to the extent such
failure to give notice does not result in a loss to the Borrower), or (C) if the
same results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld. The Banks
will attempt to minimize the fees and expenses of legal counsel for the Banks
which are subject to reimbursement by the Borrower hereunder by considering the
usage of one law firm to represent the Banks and the Administrative Agent if
appropriate under the circumstances. The Borrower agrees unconditionally to pay
all stamp, document, transfer, recording or filing taxes or fees and similar
impositions now or hereafter determined by the Administrative Agent or any Bank
to be payable in connection with this Agreement or any other Loan Document, and
the Borrower agrees unconditionally to save the Administrative Agent and the
Banks harmless from and against any and all present or future claims,
liabilities or losses


                                      -79-
<PAGE>

with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions.

            10.4 HOLIDAYS.

            Whenever payment of a Loan to be made or taken hereunder shall be
due on a day which is not a Business Day such payment shall be due on the next
Business Day (except as provided in Section 3.2 [Interest Periods] with respect
to Interest Periods under the Euro-Rate Option) and such extension of time shall
be included in computing interest and fees, except that the Loans shall be due
on the Business Day preceding the Expiration Date if the Expiration Date is not
a Business Day. Whenever any payment or action to be made or taken hereunder
(other than payment of the Loans) shall be stated to be due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day, and such extension of time shall not be included in
computing interest or fees, if any, in connection with such payment or action.

            10.5 FUNDING BY BRANCH, SUBSIDIARY OR AFFILIATE.

                  10.5.1. NOTIONAL FUNDING.

                  Each Bank shall have the right from time to time, without
notice to the Borrower, to deem any branch, Subsidiary or Affiliate (which for
the purposes of this Section 10.5 shall mean any corporation or association
which is directly or indirectly controlled by or is under direct or indirect
common control with any corporation or association which directly or indirectly
controls such Bank) of such Bank to have made, maintained or funded any Loan to
which the Euro-Rate Option applies at any time, PROVIDED that immediately
following (on the assumption that a payment were then due from the Borrower to
such other office), and as a result of such change, the Borrower would not be
under any greater financial obligation pursuant to Section 4.5 [Additional
Compensation in Certain Circumstances] than it would have been in the absence of
such change. Notional funding offices may be selected by each Bank without
regard to such Bank's actual methods of making, maintaining or funding the Loans
or any sources of funding actually used by or available to such Bank.

                  10.5.2. ACTUAL FUNDING.

                  Each Bank shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such
Bank to make or maintain such Loan subject to the last sentence of this Section
10.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain
any part of the Loans hereunder, all terms and conditions of this Agreement
shall, except where the context clearly requires otherwise, be applicable to
such part of the Loans to the same extent as if such Loans were made or
maintained by such Bank, but in no event shall any Bank's use of such a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans hereunder
cause such Bank or such branch, Subsidiary or Affiliate to incur any


                                      -80-
<PAGE>

cost or expenses payable by the Borrower hereunder or require the Borrower to
pay any other compensation to any Bank (including any expenses incurred or
payable pursuant to Section 4.5 [Additional Compensation in Certain
Circumstances]) which would otherwise not be incurred.

            10.6 NOTICES.

            All notices, requests, demands, directions and other communications
(as used in this Section 10.6, collectively referred to as "notices") given to
or made upon any party hereto under the provisions of this Agreement shall be by
telephone or in writing (including electronic transmission, facsimile
transmission or posting on a secured web site) unless otherwise expressly
permitted hereunder and shall be delivered or sent by electronic or facsimile
transmission to the respective parties at the addresses and numbers set forth
under their respective names on SCHEDULE 1.1 (B) hereof or in accordance with
any subsequent unrevoked written direction from any party to the others. All
notices shall, except as otherwise expressly herein provided, be effective (a)
in the case of facsimile, when received, (b) in the case of hand-delivered
notice, when hand-delivered, (c) in the case of electronic transmission when
received and in the case of posting on a secured web site upon receipt of notice
of such posting (and rights to access such web site) (d) in the case of
telephone, when telephoned, PROVIDED, however, that in order to be effective,
telephonic notices must be confirmed in writing no later than the next day by
letter, facsimile, electronic transmission or posting on a secured web site, (e)
if given by mail, four (4) days after such communication is deposited in the
mail with first-class postage prepaid, return receipt requested, and (f) if
given by any other means (including by air courier), when delivered; PROVIDED,
that notices to the Administrative Agent shall not be effective until received.
Any Bank giving any notice to any Loan Party shall simultaneously send a copy
thereof to the Administrative Agent, and the Administrative Agent shall promptly
notify the other Banks of the receipt by it of any such notice.

            10.7 SEVERABILITY.

            The provisions of this Agreement are intended to be severable. If
any provision of this Agreement shall be held invalid or unenforceable in whole
or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in
any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

            10.8 GOVERNING LAW.

            Each Letter of Credit and Section 2.9 [Letter of Credit Subfacility]
shall be subject to the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be revised or amended from time to time, and to the extent not
inconsistent therewith, the internal laws of the Commonwealth of


                                      -81-
<PAGE>

Kentucky without regard to its conflict of laws principles, and the balance of
this Agreement shall be deemed to be a contract under the Laws of the
Commonwealth of Kentucky and for all purposes shall be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth of
Kentucky without regard to its conflict of laws principles.

            10.9 PRIOR UNDERSTANDING.

            This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

            10.10 DURATION; SURVIVAL.

            All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and
delivery of this Agreement, any investigation by the Administrative Agent or the
Banks, the making of Loans, issuance of Letters of Credit, or payment in full of
the Loans. All covenants and agreements of the Loan Parties contained in
Sections 7.1 [Affirmative Covenants], 7.2 [Negative Covenants] and 7.3
[Reporting Requirements] herein shall continue in full force and effect from and
after the date hereof so long as the Borrower may borrow or request Letters of
Credit hereunder and until termination of the Commitments and payment in full of
the Loans and expiration or termination of all Letters of Credit. All covenants
and agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and
indemnification, including those set forth in the Notes, Section 4 [Payments]
and Sections 9.5 [Reimbursement of Administrative Agent by Borrower, Etc.], 9.7
[Reimbursement of Administrative Agent by Banks, Etc.] and 10.3 [Reimbursement
of Banks by Borrower; Etc.], shall survive payment in full of the Loans,
expiration or termination of the Letters of Credit and termination of the
Commitments.

            10.11 SUCCESSORS AND ASSIGNS.

                     (i) This Agreement shall be binding upon and shall inure to
the benefit of the Banks, the Administrative Agent, the Loan Parties and their
respective successors and assigns, except that none of the Loan Parties may
assign or transfer any of its rights and Obligations hereunder or any interest
herein. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Loans made by it to
one or more banks or other entities, subject to the consent of the Borrower and
the Administrative Agent with respect to any assignee (but not any participant),
such consent not to be unreasonably withheld, PROVIDED that (1) no consent of
the Borrower shall be required (A) if an Event of Default exists and is
continuing, or (B) in the case of an assignment by a Bank to an Affiliate of
such Bank, and (2) any assignment by a Bank to a Person other than an Affiliate
of such Bank may not be made in amounts less than the lesser of $5,000,000 or
the amount of the


                                      -82-
<PAGE>

assigning Bank's Commitment. In the case of an assignment, upon receipt by the
Administrative Agent of the Assignment and Assumption Agreement, the assignee
shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it had
been a signatory Bank hereunder, the Commitments shall be adjusted accordingly,
and upon surrender of any Note subject to such assignment, the Borrower shall
execute and deliver a new Note to the assignee in an amount equal to the amount
of the Commitment assumed by it and a new Note to the assigning Bank in an
amount equal to the Commitment retained by it hereunder. Any Bank which assigns
any or all of its Commitment or Loans to a Person other than an Affiliate of
such Bank shall pay to the Administrative Agent a service fee in the amount of
$3,500 for each assignment. In the case of a participation, the participant
shall only have the rights specified in Section 8.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 10.1.1 [Increase of
Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of
Guarantor]), all of such Bank's obligations under this Agreement or any other
Loan Document shall remain unchanged, and all amounts payable by any Loan Party
hereunder or thereunder shall be determined as if such Bank had not sold such
participation.

                     (ii) Any assignee or participant which is not incorporated
under the Laws of the United States of America or a state thereof shall deliver
to the Borrower and the Administrative Agent the form of certificate described
in Section 10.17 [Tax Withholding Clause] relating to federal income tax
withholding. Each Bank may furnish any publicly available information concerning
any Loan Party or its Subsidiaries and any other information concerning any Loan
Party or its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees or participants),
PROVIDED that such assignees and participants agree to be bound by the
provisions of Section 10.12 [Confidentiality].

                     (iii) Notwithstanding any other provision in this
Agreement, any Bank may at any time pledge or grant a security interest in all
or any portion of its rights under this Agreement, its Note and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent
of the Borrower or the Administrative Agent. No such pledge or grant of a
security interest shall release the transferor Bank of its obligations hereunder
or under any other Loan Document.

            10.12 CONFIDENTIALITY.

                  10.12.1. GENERAL.

                  The Administrative Agent and the Banks each agree to keep
confidential all information obtained from any Loan Party or its Subsidiaries
which is nonpublic and


                                      -83-
<PAGE>

confidential or proprietary in nature (including any information the Borrower
specifically designates as confidential), except as provided below, and to use
such information only in connection with their respective capacities under this
Agreement and for the purposes contemplated hereby. The Administrative Agent and
the Banks shall be permitted to disclose such information (i) to outside legal
counsel, accountants and other professional advisors who need to know such
information in connection with the administration and enforcement of this
Agreement, subject to agreement of such Persons to maintain the confidentiality,
(ii) to assignees and participants as contemplated by Section 10.11, and
prospective assignees and participants, (iii) to the extent requested by any
bank regulatory authority or, with notice to the Borrower, as otherwise required
by applicable Law or by any subpoena or similar legal process, or in connection
with any investigation or proceeding arising out of the transactions
contemplated by this Agreement, (iv) if it becomes publicly available other than
as a result of a breach of this Agreement or becomes available from a source not
known to be subject to confidentiality restrictions, or (v) if the Borrower
shall have consented to such disclosure.

                  10.12.2. SHARING INFORMATION WITH AFFILIATES OF THE BANKS.

                  Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of its Affiliates (in connection with this Agreement
or otherwise) by any Bank or by one or more Subsidiaries or Affiliates of such
Bank and each of the Loan Parties hereby authorizes each Bank to share any
information delivered to such Bank by such Loan Party and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank to
enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it
being understood that any such Subsidiary or affiliate of any Bank receiving
such information shall be bound by the provisions of Section 10.12.1 as if it
were a Bank hereunder. Such Authorization shall survive the repayment of the
Loans and other Obligations and the termination of the Commitments.

            10.13 COUNTERPARTS.

            This Agreement may be executed by different parties hereto on any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one
and the same instrument.

            10.14 ADMINISTRATIVE AGENT'S OR BANK'S CONSENT.

            Whenever the Administrative Agent's or any Bank's consent is
required to be obtained under this Agreement or any of the other Loan Documents
as a condition to any action, inaction, condition or event, the Administrative
Agent and each Bank shall be authorized to give or withhold such consent in its
sole and absolute discretion (except when this Agreement provides that such
discretion shall be "reasonable" or otherwise expressly limits the discretion of
the Administrative Agent or such Bank) and to condition its consent upon the
giving of additional collateral, the payment of money or any other matter.


                                      -84-
<PAGE>

            10.15 EXCEPTIONS.

            The representations, warranties and covenants contained herein shall
be independent of each other, and no exception to any representation, warranty
or covenant shall be deemed to be an exception to any other representation,
warranty or covenant contained herein unless expressly provided, nor shall any
such exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

            10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

            EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF THE CIRCUIT COURT OF JEFFERSON COUNTY, KENTUCKY, AND THE UNITED
STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF KENTUCKY, AND WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT
THE ADDRESSES PROVIDED FOR IN SECTION 10.6 AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

            10.17 TAX WITHHOLDING CLAUSE.

            Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
agrees that it will deliver to each of the Borrower and the Administrative Agent
two (2) duly completed copies of the following: (i) Internal Revenue Service
Form W-9, 4224 or 1001, or other applicable form prescribed by the Internal
Revenue Service, certifying that such Bank, assignee or participant is entitled
to receive payments under this Agreement and the other Loan Documents without
deduction or withholding of any United States federal income taxes, or is
subject to such tax at a reduced rate under an applicable tax treaty, or (ii)
Internal Revenue Service Form W-8 or other applicable form or a certificate of
such Bank, assignee or participant indicating that no such exemption or reduced
rate is allowable with respect to such payments. Each Bank, assignee or
participant required to deliver to the Borrower and the Administrative Agent a
form or certificate pursuant to the preceding sentence shall deliver such form
or certificate as follows: (A) each Bank which is a party hereto on the Closing
Date shall deliver such form or certificate at least five (5) Business Days
prior to the first date on which any interest or fees are payable by the
Borrower hereunder


                                      -85-
<PAGE>

for the account of such Bank; (B) each assignee or participant shall deliver
such form or certificate at least five (5) Business Days before the effective
date of such assignment or participation (unless the Administrative Agent in its
sole discretion shall permit such assignee or participant to deliver such form
or certificate less than five (5) Business Days before such date in which case
it shall be due on the date specified by the Administrative Agent). Each Bank,
assignee or participant which so delivers a Form W-8, W-9, 4224 or 1001 further
undertakes to deliver to each of the Borrower and the Administrative Agent two
(2) additional copies of such form (or a successor form) on or before the date
that such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, either certifying that
such Bank, assignee or participant is entitled to receive payments under this
Agreement and the other Loan Documents without deduction or withholding of any
United States federal income taxes or is subject to such tax at a reduced rate
under an applicable tax treaty or stating that no such exemption or reduced rate
is allowable. The Administrative Agent shall be entitled to withhold United
States federal income taxes at the full withholding rate unless the Bank,
assignee or participant establishes an exemption or that it is subject to a
reduced rate as established pursuant to the above provisions.

            10.18 JOINDER OF GUARANTORS.

            Any Subsidiary of the Borrower which is required to join this
Agreement as a Guarantor pursuant to Section 7.2.9 [Subsidiaries, Partnerships
and Joint Ventures] shall execute and deliver to the Administrative Agent (i) a
Guarantor Joinder in substantially the form attached hereto as EXHIBIT 1.1(G)(1)
pursuant to which it shall join as a Guarantor each of the documents to which
the Guarantors are parties; and (ii) documents in the forms described in Section
6.1 [First Loans] modified as appropriate to relate to such Subsidiary. The Loan
Parties shall deliver such Guarantor Joinder and related documents to the
Administrative Agent within five (5) Business Days after the date of the filing
of such Subsidiary's articles of incorporation if the Subsidiary is a
corporation, the date of the filing of its certificate of limited partnership if
it is a limited partnership or the date of its organization if it is an entity
other than a limited partnership or corporation.



                                      -86-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.

                               PAPA JOHN'S INTERNATIONAL, INC.

                                  By:    /s/ J. David Flanery
                                     ----------------------------------------
                                  Title: Vice President and Corporate
                                         Controller
                                        -------------------------------------

                                  GUARANTORS:

                                  PAPA JOHN'S USA, INC.

                                  By:    /s/ J. David Flanery
                                     ----------------------------------------
                                  Title: Vice President and Corporate
                                         Controller
                                        -------------------------------------

                                  PAPA JOHN'S SUPPORT SERVICES, INC.

                                  By:    /s/ Charles W. Schnatter
                                     ----------------------------------------
                                  Title: Senior Vice President, General
                                         Counsel and Secretary
                                        -------------------------------------

                                  CAPITAL DELIVERY, INC.

                                  By:    /s/ J. David Flanery
                                     ----------------------------------------
                                  Title: Vice President and Corporate
                                         Controller
                                        -------------------------------------


                                      -87-
<PAGE>

                                 RISK SERVICES CORP.

                                 By:    /s/ J. David Flanery
                                    ----------------------------------------
                                 Title: Vice President and Corporate
                                        Controller
                                       -------------------------------------

                                 PJ FOOD SERVICE, INC.

                                 By:    /s/ Charles W. Schnatter
                                    ----------------------------------------
                                 Title: Senior Vice President, General
                                        Counsel and Secretary
                                       -------------------------------------

                                 PJFS OF MISSISSIPPI, INC.

                                 By:    /s/ Charles W. Schnatter
                                    ----------------------------------------
                                 Title: Senior Vice President, General
                                        Counsel and Secretary
                                       -------------------------------------


                                      -88-
<PAGE>

                               PNC BANK, NATIONAL ASSOCIATION,
                               individually and as Administrative Agent

                               By /s/ Ralph M. Bowman
                                 --------------------------------------------
                               Title: Vice President
                                     -----------------------------------------

                               BANK ONE, INDIANA, NA, individually and as
                               Syndication Agent

                               By: /s/ Jim Tutt
                                  --------------------------------------------
                               Title: First Vice President
                                     ----------------------------------------

                               BANK OF LOUISVILLE

                               By: /s/ John Z. Barr
                                  --------------------------------------------
                               Title: Senior Vice President
                                     -----------------------------------------

                               FIFTH THIRD BANK, KENTUCKY, INC.

                               By: /s/ Edward B. Martin
                                  --------------------------------------------
                               Title: Assistant Vice President
                                     -----------------------------------------

                               FIRSTAR BANK, N.A.

                               By: /s/ Toby Rau
                                  --------------------------------------------
                               Title: Vice President
                                     -----------------------------------------


                                      -89-
<PAGE>



                              NATIONAL CITY BANK OF KENTUCKY

                              By: /s/ Chuck Denny
                                 --------------------------------------------
                              Title: Senior Vice President
                                    ----------------------------------------

                              SUNTRUST BANK

                              By: /s/ Charles Johnson
                                 --------------------------------------------
                              Title: Director
                                    ----------------------------------------


                                      -90-
<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 2

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                       AMOUNT OF COMMITMENT
                           BANK                               FOR LOANS                      RATABLE SHARE
                           ----                        --------------------                  -------------
<S>                                                      <C>                           <C>
Name: PNC Bank, National Association
Address: Citizens Plaza
500 West Jefferson St., 2nd Floor
Louisville, KY  40202-2823
Attention:  Paula Fryland
Telephone      502-581-2244                                 $36,750,000                24.500000%
Telecopy:      502-581-2780

Name: Bank One, Indiana, NA
Address: Mail Stop Kyl - 2206
416 West Jefferson, St.,
Louisville, KY 40202Attention: Thelma Ferguson
Telephone      502-566-2821
Telecopy:      502-566-2367                                 $36,750,000                24.500000%

Name: National City Bank of Kentucky
Address: 101 S. Fifth St., 37th Floor
Louisville, KY  40202
Attention: Hugh Wright
Telephone      502-581-5355
Telecopy:      502-581-4424                                 $31,500,000                21.000000%
</TABLE>

                              SCHEDULE 1.1(B) - 1

<PAGE>

<TABLE>
<S>                                                      <C>                           <C>
Name: Fifth Third Bank, Kentucky, Inc.
Address: Fifth Third Center
401 South 4th Avenue
Louisville, KY  40202-3411
Attention: Ed Martin
Telephone      502-562-5536                                 $15,000,000                10.000000%
Telecopy:      502-562-5540

Name: Firstar Bank
Address: One Financial Square
Louisville, KY  40201-3322
Attention: Mark Wheeler
Telephone      502-562-6336
Telecopy:      502-562-6460                                 $15,000,000                10.000000%

Name: SunTrust Bank
Address: 303 Peachtree St., N.E., 2nd Floor
Atlanta, GA  30308
Attention: Sean McLaren
Telephone      404-588-7687
Telecopy:      404-724-3716                                 $10,000,000                6.666667%

Name: Bank of Louisville
Address: Bank of Louisville Building
500 West Broadway, 6th Floor
Louisville, KY  40202
Attention: John Z. Barr
Telephone      502-562-6823                                 $5,000,000                 3.333333%
Telecopy:      502-562-6990

         Total                                              $150,000,000                       %
                                                                                       ========
</TABLE>

                              SCHEDULE 1.1(B) - 2

<PAGE>


                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 2 of 2

PART 2 - ADDRESSES FOR NOTICES TO BORROWER AND GUARANTORS:

ADMINISTRATIVE AGENT

Name:  PNC Bank, National Association
Address: Citizens Plaza
500 West Jefferson Street, 2nd Floor
Louisville, KY  40202-2823
Attention: Paula Fryland
Telephone:      502-581-2244
Telecopy:       502-581-2780

BORROWER AND GUARANTORS:

Name: Papa John's International, Inc.
Address: 2002 Papa John's Boulevard
Louisville, KY  40299
Attention: J. David Flanery
Telephone:      502-261-4753
Telecopy:       502-261-4190


                              SCHEDULE 1.1(B) - 3

<PAGE>

                                 SCHEDULE 1.1(A)


                                 PRICING GRID--
                VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO

<TABLE>
<CAPTION>
--------- ------------------------ ----------------- --------------------- ----------------------
 LEVEL         LEVERAGE RATIO        COMMITMENT FEE     BASE RATE SPREAD      EURO-RATE SPREAD
--------- ------------------------ ----------------- --------------------- ----------------------
<S>        <C>                     <C>               <C>                   <C>

   I       LESS THAN 1.0 TO 1.0         .125%                 0                    .500%
--------- ------------------------ ----------------- --------------------- ----------------------

           GREATER THAN OR EQUAL
          TO 1.0 TO 1.0 BUT LESS

   II         THAN 1.5 TO 1.0           .125%                 0                    .625%
--------- ------------------------ ----------------- --------------------- ----------------------

           GREATER THAN OR EQUAL

  III          TO 1.5 TO 1.0            .200%                 0                    .875%
--------- ------------------------ ----------------- --------------------- ----------------------
</TABLE>


         For purposes of determining the Applicable Margin and the Applicable
Commitment Fee Rate:

         (a) The Applicable Margin and the Applicable Commitment Fee Rate shall
be the percentages applicable to Level I in the grid above.

         (b) The Applicable Margin and the Applicable Commitment Fee Rate shall
be recomputed as of the end of each fiscal quarter ending after the Closing Date
based on the Leverage Ratio as of such quarter end. Any increase or decrease in
the Applicable Margin or the Applicable Commitment Fee Rate computed as of a
quarter end shall be effective on the date on which the Compliance Certificate
evidencing such computation is due to be delivered under Section 7.3.3.



                              SCHEDULE 1.1(B) - 4