<PAGE>


                                CREDIT AGREEMENT


                                      among


                               NASH-FINCH COMPANY,

                                VARIOUS LENDERS,


                         U.S. BANK NATIONAL ASSOCIATION

                                       and

                         HARRIS TRUST AND SAVINGS BANK,
                             as Syndication Agents,


                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent,

                                       and

                             BANKERS TRUST COMPANY,
                             as Administrative Agent


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

                          Dated as of December 19, 2000

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


<PAGE>

            CREDIT AGREEMENT, dated as of December 19, 2000, among NASH-FINCH
COMPANY, a Delaware corporation (the "Borrower"), the Lenders party hereto from
time to time, U.S. BANK NATIONAL ASSOCIATION and HARRIS TRUST AND SAVINGS BANK,
as Syndication Agents (in such capacity, the "Syndication Agents" and, each a
"Syndication Agent"), GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation
Agent (in such capacity, the "Documentation Agent"), and BANKERS TRUST COMPANY,
as Administrative Agent (in such capacity, the "Administrative Agent") (all
capitalized terms used herein and defined in Section 11 are used herein as
therein defined).


                              W I T N E S S E T H:


            WHEREAS, subject to and upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrower the respective
credit facilities provided for herein;

            NOW, THEREFORE, IT IS AGREED:

            SECTION 1. AMOUNT AND TERMS OF CREDIT.

            1.01 THE COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Lender with a Term Loan Commitment severally
agrees to make a term loan or term loans (each a "Term Loan" and, collectively,
the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred
pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be
denominated in Dollars, (iii) except as hereinafter provided, shall, at the
option of the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, PROVIDED that, (A) except as otherwise
specifically provided in Section 1.10(b), all Term Loans comprising the same
Borrowing shall at all times be of the same Type, and (B) unless either the
Administrative Agent otherwise agrees in its sole discretion or has determined
that the Syndication Date has occurred (at which time this clause (B) shall no
longer be applicable), prior to the 90th day following the Initial Borrowing
Date, Term Loans may only be incurred and maintained as, and/or converted into,
Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with
all outstanding Revolving Loans that are maintained as Eurodollar Loans, are
subject to an Interest Period of one month which begins and ends on the same
day, and (iv) shall be made by each such Lender in that aggregate principal
amount which does not exceed the Term Loan Commitment of such Lender on the
Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be
reborrowed.

            (b) Subject to and upon the terms and conditions set forth herein,
each Lender with a Revolving Loan Commitment severally agrees to make, at any
time and from time to time on or after the Initial Borrowing Date and prior to
the Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan"
and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans
(i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower,
be incurred and maintained as, and/or converted into, Base Rate Loans or
Eurodollar Loans, PROVIDED that, (A) except as otherwise specifically provided
in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at
all times be of the same


<PAGE>

Type, and (B) unless either the Administrative Agent otherwise agrees in its
sole discretion or has determined that the Syndication Date has occurred (at
which time this clause (B) shall no longer be applicable), prior to the 90th day
following the Initial Borrowing Date, Revolving Loans may only be incurred and
maintained as, and/or converted into, Eurodollar Loans so long as all such
outstanding Eurodollar Loans, together with all outstanding Term Loans that are
maintained as Eurodollar Loans, are subject to an Interest Period of one month
which begins and ends on the same day, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, and (iv) shall not exceed for any such
Lender at any time outstanding that aggregate principal amount which, when added
to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the
aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time and
(II) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Revolving Loan Commitment of such Lender at such time.

            (c) Subject to and upon the terms and conditions set forth herein,
the Swingline Lender agrees to make, at any time and from time to time on or
after the Initial Borrowing Date and prior to the Swingline Expiry Date, a
revolving loan or revolving loans (each a "Swingline Loan" and, collectively,
the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be
incurred and maintained as Base Rate Loans, (ii) shall be denominated in
Dollars, (iii) may be repaid and reborrowed in accordance with the provisions
hereof, (iv) shall not exceed in aggregate principal amount at any time
outstanding, when combined with the aggregate principal amount of all Revolving
Loans then outstanding and the aggregate amount of all Letter of Credit
Outstandings at such time, an amount equal to the Total Revolving Loan
Commitment at such time, and (v) shall not exceed in aggregate principal amount
at any time outstanding the Maximum Swingline Amount. Notwithstanding anything
to the contrary contained in this Section 1.01(c), (i) the Swingline Lender
shall not be obligated to make any Swingline Loans at a time when a Lender
Default exists with respect to an RL Lender unless the Swingline Lender has
entered into arrangements satisfactory to it and the Borrower to eliminate the
Swingline Lender's risk with respect to the Defaulting Lender's or Lenders'
participation in such Swingline Loans, including by cash collateralizing such
Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline
Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it
has received written notice from the Borrower, any other Credit Party, the
Administrative Agent or the Required Lenders stating that (x) one or more of the
conditions specified in Section 5 or 6 are not then satisfied, (y) the making of
such Swingline Loans would violate Section 1.01(c), or (z) a Default or an Event
of Default exists and is continuing, until such time as the Swingline Lender
shall have received (A) in the case of a notice of the type described in
preceding clause (x), (y) or (z), written notice of rescission of all such
notices (I) that any such condition specified in Sections 5 and 6 are not then
satisfied, (II) that the making of such Swingline Loans would violate Section
1.01(c) or (III) of Default or Event of Default, as the case may be, from the
party or parties originally delivering such notice or notices or (B) in the case
of a notice of the type described in preceding clause (z), written notice of the
waiver of such Default or Event of Default by the Required Lenders.


                                       2


<PAGE>

            (d) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the RL Lenders that the Swingline Lender's
outstanding Swingline Loans shall be funded with one or more Borrowings of
Revolving Loans (PROVIDED that such notice shall be deemed to have been
automatically given upon the occurrence of a Default or an Event of Default
under Section 10.05 or upon the exercise of any of the remedies provided in the
last paragraph of Section 10), in which case one or more Borrowings of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all RL
Lenders (other than the Swingline Lender) PRO RATA based on each such RL
Lender's RL Percentage (determined before giving effect to any termination of
the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and
the proceeds thereof shall be applied directly by the Swingline Lender to repay
the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby
irrevocably agrees to make Revolving Loans upon one Business Day's notice
pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply
with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any
conditions specified in Section 6 are then satisfied, (iii) whether a Default or
an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and
(v) the amount of the Total Revolving Loan Commitment at such time. In the event
that any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower), then
each RL Lender hereby agrees that it shall forthwith purchase (as of the date
the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause the RL Lenders to share in such
Swingline Loans ratably based upon their respective RL Percentages (determined
before giving effect to any termination of the Revolving Loan Commitments
pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest
payable on the Swingline Loans shall be for the account of the Swingline Lender
until the date as of which the respective participation is required to be
purchased and, to the extent attributable to the purchased participation, shall
be payable to the participant from and after such date and (y) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing RL Lender shall be required to pay the Swingline Lender interest on
the principal amount of participation purchased for each day from and including
the day upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal
Funds Rate for the first three days and at the rate otherwise applicable to
Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

            1.02 MINIMUM AMOUNT OF EACH BORROWING. The aggregate principal
amount of each Borrowing of Loans under a respective Tranche shall not be less
than the Minimum Borrowing Amount applicable to such Tranche. More than one
Borrowing may occur on the same date, but at no time shall there be outstanding
more than twelve Borrowings of Eurodollar Loans in the aggregate for all
Tranches of Loans.


                                       3


<PAGE>

            1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to incur
(x) Eurodollar Loans hereunder, it shall give the Administrative Agent at the
Notice Office at least three Business Days' prior notice of each Eurodollar Loan
to be incurred hereunder (PROVIDED that any such notice shall be deemed to have
been given on a certain day only if given before 1:30 P.M. (New York time) on
such day) and (y) Base Rate Loans hereunder (excluding Swingline Loans and
Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the
Administrative Agent at the Notice Office prior notice of each Base Rate Loan to
be incurred hereunder by no later than 1:00 P.M. (New York time) on the date
that a Base Rate Loan is to be incurred. Each such notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall be in writing, or by telephone promptly confirmed in
writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the
aggregate principal amount of the Loans to be incurred pursuant to such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether the Loans being incurred pursuant to such Borrowing shall
constitute Term Loans or Revolving Loans, (iv) whether the Loans being incurred
pursuant to such Borrowing are to be initially maintained as Base Rate Loans or,
to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans,
the initial Interest Period to be applicable thereto, (v) in the case of a
Borrowing of Revolving Loans the proceeds of which are to be utilized to
finance, in whole or in part, the purchase price of a Permitted Acquisition, the
amount of the Total Unutilized Revolving Loan Commitment after giving effect to
such Borrowing and (vi) in the case of any Borrowing of the Revolving Loans on
any day within three months prior to the final maturity of the Receivables
Facility as then in effect, calculations showing that after giving effect to
such Borrowing the Total Unutilized Revolving Loan Commitment will be equal to
or greater than that amount equal to the sum of (x) $30,000,000 plus (y) an
amount equal to the aggregate outstanding Receivables Indebtedness under the
Receivables Facility. The Administrative Agent shall promptly give each Lender
which is required to make Loans of the Tranche specified in the respective
Notice of Borrowing, notice of such proposed Borrowing, of such Lender's
proportionate share thereof and of the other matters required by the immediately
preceding sentence to be specified in the Notice of Borrowing.

            (b)     (i) Whenever the Borrower desire to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M.
(New York time) on the date that a Swingline Loan is to be incurred, written
notice or telephonic notice promptly confirmed in writing of each Swingline Loan
to be incurred hereunder. Each such notice shall be irrevocable and specify in
each case (A) the date of Borrowing (which shall be a Business Day), and (B) the
aggregate principal amount of the Swingline Loans to be incurred pursuant to
such Borrowing.

            (ii)    Mandatory Borrowings shall be made upon the notice specified
in Section 1.01(d), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(d).

            (c)     Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of any Borrowing or prepayment of
Loans, the Administrative Agent or the Swingline Lender, as the case may be, may
act without liability upon the basis of


                                       4


<PAGE>

telephonic notice of such Borrowing or prepayment, as the case may be, believed
by the Administrative Agent or the Swingline Lender, as the case may be, in good
faith to be from the President, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer, the Controller, any Assistant Treasurer or the Director
of Treasury of the Borrower, or from any other authorized officer of the
Borrower designated in writing by the Borrower to the Administrative Agent as
being authorized to give such notices, prior to receipt of written confirmation.
In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent's or Swingline Lender's record of the terms of such
telephonic notice of such Borrowing or prepayment of Loans, as the case may be,
absent manifest error.

            1.04 DISBURSEMENT OF FUNDS. No later than 4:30 P.M. (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no
later than 1:00 P.M. (New York time) on the date specified in Section 1.01(d)),
each Lender with a Commitment of the respective Tranche will make available its
PRO RATA portion (determined in accordance with Section 1.07) of each such
Borrowing requested to be made on such date (or in the case of Swingline Loans,
the Swingline Lender will make available the full amount thereof). All such
amounts will be made available in Dollars and in immediately available funds at
the Payment Office, and the Administrative Agent will, except in the case of
Revolving Loans made pursuant to a Mandatory Borrowing, make available to the
Borrower at the Payment Office the aggregate of the amounts so made available by
the Lenders. Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of any Borrowing to
be made on such date, the Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such date of Borrowing
and the Administrative Agent may (but shall not be obligated to), in reliance
upon such assumption, make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent also shall be entitled to recover on demand from
such Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Loans for each day thereafter and (ii) if recovered from the Borrower, the
rate of interest applicable to the respective Borrowing, as determined pursuant
to Section 1.08. Nothing in this Section 1.04 shall be deemed to relieve any
Lender from its obligation to make Loans hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any failure by
such Lender to make Loans hereunder.


                                       5


<PAGE>

            1.05 NOTES. (a) The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Lender shall be evidenced in the
Register maintained by the Administrative Agent pursuant to Section 13.15 and
shall, if requested by such Lender, also be evidenced (i) if Term Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-1, with blanks appropriately completed in conformity herewith
(each a "Term Note" and, collectively, the "Term Notes"), (ii) if Revolving
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-2, with blanks appropriately completed in
conformity herewith (each a "Revolving Note" and, collectively, the "Revolving
Notes"), and (iii) if Swingline Loans, by a promissory note duly executed and
delivered by the Borrower substantially in the form of Exhibit B-3, with blanks
appropriately completed in conformity herewith (the "Swingline Note").

            (b)     The Term Note issued to each Lender that has a Term Loan
Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii)
be payable to such Lender or its registered assigns and be dated the Initial
Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the
date of issuance thereof), (iii) be in a stated principal amount equal to the
Term Loans made by such Lender on the Initial Borrowing Date and be payable in
the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on
the Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of this Agreement and the other Credit Documents.

            (c)     The Revolving Note issued to each Lender that has a
Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed
by the Borrower, (ii) be payable to such Lender or its registered assigns and be
dated the Initial Borrowing Date (or, if issued after the Initial Borrowing
Date, be dated the date of the issuance thereof), (iii) be in a stated principal
amount equal to the Revolving Loan Commitment of such Lender (or, if issued
after the termination thereof, be in a stated principal amount equal to the
outstanding Revolving Loans of such Lender at such time) and be payable in the
outstanding principal amount of the Revolving Loans evidenced thereby, (iv)
mature on the Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 4.01, and mandatory repayment as provided in Section
4.02, and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

            (d)     The Swingline Note issued to the Swingline Lender shall (i)
be executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of the Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory


                                       6


<PAGE>

repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

            (e)     Each Lender will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

            (f)     Notwithstanding anything to the contrary contained above in
this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered
to Lenders which at any time specifically request the delivery of such Notes. No
failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) incurred by the Borrower which would
otherwise be evidenced thereby in accordance with the requirements of this
Agreement, and shall not in any way affect the security or guaranties therefor
provided pursuant to the various Credit Documents. Any Lender which does not
have a Note evidencing its outstanding Loans shall in no event be required to
make the notations otherwise described in preceding clause (e). At any time when
any Lender requests the delivery of a Note to evidence any of its Loans, the
Borrower shall promptly execute and deliver to the respective Lender the
requested Note in the appropriate amount or amounts to evidence such Loans.

            1.06 CONVERSIONS. The Borrower shall have the option to convert, on
any Business Day, all or a portion equal to at least the Minimum Borrowing
Amount of the outstanding principal amount of Loans (other than Swingline Loans
which may not be converted pursuant to this Section 1.06) made pursuant to one
or more Borrowings (so long as of the same Tranche) of one or more Types of
Loans into a Borrowing (of the same Tranche) of another Type of Loan, PROVIDED
that, (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may
be converted into Base Rate Loans only on the last day of an Interest Period
applicable to the Loans being converted and no such partial conversion of
Eurodollar Loans shall reduce the outstanding principal amount of such
Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum
Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise
agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default
and no Event of Default is in existence on the date of the conversion, (iii)
unless the Administrative Agent otherwise agrees in its sole discretion or has
determined that the Syndication Date has occurred (at which time this clause
(iii) shall no longer be applicable), prior to the 90th day following the
Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans
shall be subject to the provisions of clause (B) of the proviso in each of
Sections 1.01(a)(iii) and 1.01(b)(ii), and (iv) no conversion pursuant to this
Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans
than is permitted under Section 1.02. Each such conversion shall be effected by
the Borrower by giving the Administrative Agent at the Notice Office prior to
1:00 P.M. (New York time) at least three Business Days' prior notice (each a
"Notice of Conversion/Continuation") in the form of Exhibit A-2, appropriately
completed to specify the Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Loans were incurred and, if to be converted into
Eurodollar Loans, the Interest Period to be initially


                                       7

<PAGE>

applicable thereto. The Administrative Agent shall give each Lender prompt
notice of any such proposed conversion affecting any of its Loans. Upon any such
conversion the proceeds thereof will be deemed to be applied directly on the day
of such conversion to prepay the outstanding principal amount of the Loans being
converted.

            1.07 PRO RATA BORROWINGS. All Borrowings of Loans under this
Agreement shall be incurred from the Lenders PRO RATA on the basis of their Term
Loan Commitments or Revolving Loan Commitments, as the case may be. It is
understood that no Lender shall be responsible for any default by any other
Lender of its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to make its Loans hereunder.

            1.08 INTEREST. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan from the date of Borrowing
thereof until the earlier of (i) the maturity thereof (whether by acceleration
or otherwise) and (ii) the conversion of such Base Rate Loan to a Eurodollar
Loan pursuant to Section 1.06 or 1.09, as applicable, at a rate per annum which
shall be equal to the sum of the Applicable Margin plus the Base Rate each as in
effect from time to time.

            (b)     The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of Borrowing thereof
until the earlier of (i) the maturity thereof (whether by acceleration or
otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum which
shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin as in effect from time to time during such Interest Period
plus the Eurodollar Rate for such Interest Period.

            (c)     Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall, in each case, bear interest at a
rate per annum equal to the greater of (x) the rate which is 2% in excess of the
rate then borne by such Loans and (y) the rate which is 2% in excess of the rate
otherwise applicable to Base Rate Loans of the respective Tranche from time to
time, and all other overdue amounts payable hereunder and under any other Credit
Document shall bear interest at a rate per annum equal to the rate which is 2%
in excess of the rate applicable to Revolving Loans maintained as Base Rate
Loans from time to time. Interest which accrues under this Section 1.08(c) shall
be payable on demand.

            (d)     Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, (x) quarterly in arrears on each
Quarterly Payment Date, (y) on the date of any repayment or prepayment in full
of all outstanding Base Rate Loans of any Tranche, and (z) at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand, and (ii) in
respect of each Eurodollar Loan, (x) on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on each date occurring at three month intervals after the first day of
such Interest Period, and (y) on the date of any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.


                                       8


<PAGE>

            (e)    Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for each Interest Period paplicable
to the respective Eurodollar Loans and shall promptly notify the Borrower and
the Lenders thereof. Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

            1.09 INTEREST PERIODS. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or prior to 1:00 P.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to such Eurodollar
Loan (in the case of any subsequent Interest Period), the Borrower shall have
the right to elect the interest period (each an "Interest Period") applicable to
such Eurodollar Loan, which Interest Period shall, at the option of the Borrower
(but otherwise subject to the provisions of clause (B) of the proviso in each of
Sections 1.01(a)(iii) and 1.01(b)(ii)), be a one, two, three or six month
period, PROVIDED that (in each case):

            (i)     all Eurodollar Loans comprising a Borrowing shall at all
      times have the same Interest Period;

            (ii)    the initial Interest Period for any Eurodollar Loan shall
      commence on the date of Borrowing of such Eurodollar Loan (including the
      date of any conversion thereto from a Base Rate Loan) and each Interest
      Period occurring thereafter in respect of such Eurodollar Loan shall
      commence on the day on which the next preceding Interest Period applicable
      thereto expires;

            (iii)   if any Interest Period for a Eurodollar Loan begins on a day
      for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period, such Interest Period shall end on the
      last Business Day of such calendar month;

            (iv)    if any Interest Period for a Eurodollar Loan would otherwise
      expire on a day which is not a Business Day, such Interest Period shall
      expire on the next succeeding Business Day; PROVIDED, HOWEVER, that if any
      Interest Period for a Eurodollar Loan would otherwise expire on a day
      which is not a Business Day but is a day of the month after which no
      further Business Day occurs in such month, such Interest Period shall
      expire on the next preceding Business Day;

            (v)     unless the Required Lenders otherwise agree, no Interest
      Period may be selected at any time when a Default or an Event of Default
      is then in existence; and

            (vi)    no Interest Period in respect of any Borrowing shall be
      selected which extends beyond the Maturity Date.

            If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.


                                       9


<PAGE>

            1.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that any
Lender shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

            (i)     on any Interest Determination Date that, by reason of any
      changes arising after the date of this Agreement affecting the interbank
      Eurodollar market, adequate and fair means do not exist for ascertaining
      the applicable interest rate on the basis provided for in the definition
      of Eurodollar Rate; or

            (ii)    at any time, that such Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loan because of (x) any change since the Effective Date in
      any applicable law or governmental rule, regulation, order, guideline or
      request (whether or not having the force of law) or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, order, guideline or request, such as, for
      example, but not limited to: (A) a change in the basis of taxation of
      payment to any Lender of the principal of or interest on the Loans or the
      Notes or any other amounts payable hereunder (except for changes in the
      rate of tax on, or determined by reference to, the net income or net
      profits of such Lender pursuant to the laws of the jurisdiction in which
      it is organized or in which its principal office or applicable lending
      office is located or any subdivision thereof or therein) or (B) a change
      in official reserve requirements, but, in all events, excluding reserves
      required under Regulation D to the extent included in the computation of
      the Eurodollar Rate and/or (y) other circumstances arising since the
      Effective Date affecting such Lender, the interbank Eurodollar market or
      the position of such Lender in such market; or

            (iii)   at any time, that the making or continuance of any
      Eurodollar Loan has been made (x) unlawful by any law or governmental
      rule, regulation or order, (y) impossible by compliance by any Lender in
      good faith with any governmental request (whether or not having force of
      law) or (z) impracticable as a result of a contingency occurring after the
      Effective Date which materially and adversely affects the interbank
      Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone promptly
confirmed in writing) to the Borrower and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, within five days after (or on such later
date or dates as such Lender may


                                       10

<PAGE>

indicate in) such Lender's written request therefor, such additional amounts (in
the form of an increased rate of, or a different method of calculating, interest
or otherwise as such Lender in its sole discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Lender, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Lender shall, absent
manifest error, be final and conclusive and binding on all the parties hereto)
and (z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.

            (b)     At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii), the Borrower may, and in the
case of a Eurodollar Loan affected by the circumstances described in Section
1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is
then being made initially or pursuant to a conversion, cancel such Borrowing by
giving the Administrative Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Lender or the
Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days'
written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, PROVIDED that, if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 1.10(b).

            (c)     If any Lender determines that after the Effective Date the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Borrower agrees to pay to such
Lender, within five days after (or on such later date or dates as such Lender
may indicate in) its written demand therefor, such additional amounts as shall
be required to compensate such Lender or such other corporation for the
increased cost to such Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Lender will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable, PROVIDED that such Lender's determination of compensation
owing under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto. Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 1.10(c),
will give prompt written notice thereof to the Borrower, which notice shall show
in reasonable detail the basis for calculation of such additional amounts.

            1.11 COMPENSATION. The Borrower agrees to compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other


                                       11


<PAGE>

funds required by such Lender to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any prepayment or repayment (including any prepayment or
repayment made pursuant to Section 4.01, Section 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10) or conversion of any of its
Eurodollar Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
Loans is not made on any date specified in a notice of prepayment given by the
Borrower; or (iv) as a consequence of (x) any other default by the Borrower to
repay Eurodollar Loans when required by the terms of this Agreement or any Note
held by such Lender or (y) any election made pursuant to Section 1.10(b).

            1.12 CHANGE OF LENDING OFFICE. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) 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 Lender 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 1.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Sections
1.10, 2.06 and 4.04.

            1.13 REPLACEMENT OF LENDERS. (x) If any Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans, (y) upon the
occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Lender
which results in such Lender charging to the Borrower increased costs in excess
of those being generally charged by the other Lenders or (z) in the case of a
refusal by a Lender to consent to certain proposed changes, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the
Borrower shall have the right, if no Default or Event of Default then exists
(or, in the case of preceding clause (z), will exist immediately after giving
effect to such replacement), to replace such Lender (the "Replaced Lender") with
one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") and each of whom shall be required to be reasonably
acceptable to the Administrative Agent, PROVIDED that (i) at the time of any
replacement pursuant to this Section 1.13, the Replacement Lender shall enter
into one or more Assignment and Assumption Agreements pursuant to Section
13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid
by the Replacement Lender) pursuant to which the Replacement Lender shall
acquire all of the Commitments and outstanding Loans of, and in each case
participations in Letters of Credit by, the Replaced Lender and, in connection
therewith, shall pay to (x) the Replaced Lender in respect thereof an amount
equal to the sum of (I) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans of the Replaced Lender, (II) an amount equal
to all Unpaid Drawings that have been funded by (and not


                                       12


<PAGE>

reimbursed to) such Replaced Lender, together with all then unpaid interest with
respect thereto at such time, and (III) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 3.01,
(y) the respective Issuing Lender an amount equal to such Replaced Lender's RL
Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing)
to the extent such amount was not theretofore funded by such Replaced Lender to
such Issuing Lender and (z) the Swingline Lender an amount equal to such
Replaced Lender's RL Percentage of any Mandatory Borrowing to the extent such
amount was not theretofore funded by such Replaced Lender to the Swingline
Lender and (ii) all obligations of the Borrower due and owing to the Replaced
Lender at such time (other than those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Lender concurrently with
such replacement. Upon the execution of the respective Assignment and Assumption
Agreement, the payment of amounts referred to in clauses (i) and (ii) above and,
if so requested by the Replacement Lender, delivery to the Replacement Lender of
the appropriate Note or Notes executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06,
4.04, 12.06 and 13.01), which shall survive as to such Replaced Lender.

            SECTION 2. LETTERS OF CREDIT.

            2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Initial Borrowing Date
and prior to the 30th day prior to the Maturity Date, for the account of the
Borrower and for the benefit of (x) any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations, an
irrevocable standby letter of credit, in a form customarily used by such Issuing
Lender or in such other form as is reasonably acceptable to such Issuing Lender,
and (y) sellers of goods to the Borrower or any of its Subsidiaries, an
irrevocable trade letter of credit, in a form customarily used by such Issuing
Lender or in such other form as has been approved by such Issuing Lender (each
such letter of credit, a "Letter of Credit" and, collectively, the "Letters of
Credit"). All Letters of Credit shall be denominated in Dollars and shall be
issued on a sight basis only. It is acknowledged and agreed that (i) each of the
letters of credit which were issued under the Existing Credit Agreement prior to
the Initial Borrowing Date and (ii) each of the letters of credit issued by U.S.
Bank for the account of the Borrower or any of its Subsidiaries and, in each
case which remain outstanding on the Initial Borrowing Date and are set forth on
Schedule III (each such letter of credit, an "Existing Letter of Credit" and,
collectively, the "Existing Letters of Credit") shall, from and after the
Initial Borrowing Date, constitute a Letter of Credit for all purposes of this
Agreement and shall, for purposes of Sections 2.04 and 3.01, be deemed issued on
the Initial Borrowing Date. The Stated Amount of each Existing Letter of Credit
and the expiry date therefor is set forth on Schedule III.

            (b)     Subject to and upon the terms and conditions set forth
herein, the respective Issuing Lender agrees that it will, at any time and from
time to time on and after the Initial Borrowing Date and prior to the 30th day
prior to the Maturity Date, following its receipt


                                       13


<PAGE>

of the respective Letter of Credit Request, issue for account of the Borrower,
one or more Letters of Credit as are permitted to remain outstanding hereunder
without giving rise to a Default or an Event of Default, PROVIDED that no
Issuing Lender shall be under any obligation to issue any Letter of Credit of
the types described above if at the time of such issuance:

            (i)     any order, judgment or decree of any governmental authority
      or arbitrator shall purport by its terms to enjoin or restrain such
      Issuing Lender from issuing such Letter of Credit or any requirement of
      law applicable to such Issuing Lender or any request or directive (whether
      or not having the force of law) from any governmental authority with
      jurisdiction over such Issuing Lender shall prohibit, or request that such
      Issuing Lender refrain from, the issuance of letters of credit generally
      or such Letter of Credit in particular or shall impose upon such Issuing
      Lender with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which such Issuing Lender is not otherwise
      compensated hereunder) not in effect with respect to such Issuing Lender
      on the date hereof, or any unreimbursed loss, cost or expense which was
      not applicable or in effect with respect to such Issuing Lender as of the
      date hereof and which such Issuing Lender reasonably and in good faith
      deems material to it; or

            (ii)    such Issuing Lender shall have received from the Borrower,
      any other Credit Party or the Required Lenders prior to the issuance of
      such Letter of Credit notice of the type described in the second sentence
      of Section 2.03(b).

            2.02 MAXIMUM LETTER OF CREDIT OUTSTANDINGS; FINAL MATURITIES.
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed either (x) $40,000,000 or (y) when added to the sum of
(I) the aggregate principal amount of all Revolving Loans then outstanding and
(II) the aggregate principal amount of all Swingline Loans then outstanding, an
amount equal to the Total Revolving Loan Commitment at such time, and (ii) each
Letter of Credit shall by its terms terminate (x) in the case of standby Letters
of Credit, on or before the earlier of (A) the date which occurs 12 months after
the date of the issuance thereof (although any such standby Letter of Credit may
be extendible for successive periods of up to 12 months, but, in each case, not
beyond the fifth Business Day prior to the Maturity Date, on terms acceptable to
the respective Issuing Lender) and (B) five Business Days prior to the Maturity
Date, and (y) in the case of trade Letters of Credit, on or before the earlier
of (A) the date which occurs 180 days after the date of issuance thereof and (B)
30 days prior to the Maturity Date.

            2.03 LETTER OF CREDIT REQUESTS; MINIMUM STATED AMOUNT. (a) Whenever
the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Administrative Agent and the respective Issuing Lender
at least five Business Days' (or such shorter period as is acceptable to the
respective Issuing Lender) written notice thereof (including by way of
facsimile). Each notice shall be in the form of Exhibit C, appropriately
completed (each a "Letter of Credit Request").


                                       14

<PAGE>

            (b)     The making of each Letter of Credit Request shall be deemed
to be a representation and warranty by the Borrower to the Lenders that such
Letter of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2.02. Unless the respective Issuing Lender has received
notice from the Borrower, any other Credit Party, the Administrative Agent or
the Required Lenders before it issues a Letter of Credit that one or more of the
conditions specified in Section 5 or 6 are not then satisfied, or that the
issuance of such Letter of Credit would violate Section 2.02, then such Issuing
Lender shall, subject to the terms and conditions of this Agreement, issue the
requested Letter of Credit for the account of the Borrower in accordance with
such Issuing Lender's usual and customary practices. Upon the issuance of or
modification or amendment to any standby Letter of Credit, the respective
Issuing Lender shall promptly notify the Borrower and the Administrative Agent,
in writing of such issuance, modification or amendment and such notice shall be
accompanied by a copy of such issuance, modification or amendment, as the case
may be. Promptly after receipt of such notice the Administrative Agent shall
notify the Participants, in writing, of such issuance, modification or
amendment. With respect to trade Letters of Credit, the respective Issuing
Lender shall, on the first Business Day of each week, deliver to the
Administrative Agent, a detailed written report of the daily aggregate
outstandings of all trade Letters of Credit issued by it for the previous week.
The Administrative Agent shall, promptly after receipt of such report, provide
each Participant with a copy of same. Notwithstanding anything to the contrary
contained in this Agreement, in the event that a Lender Default exists with
respect to an RL Lender, no Issuing Lender shall be required to issue any Letter
of Credit unless such Issuing Lender has entered into arrangements satisfactory
to it and the Borrower to eliminate such Issuing Lender's risk with respect to
the participation in Letters of Credit by the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender's or Lenders' RL
Percentage of the Letter of Credit Outstandings.

            (c)     The initial Stated Amount of each Letter of Credit shall not
be less than $50,000 or such lesser amount as is acceptable to the respective
Issuing Lender.

            2.04 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by the respective Issuing Lender of any Letter of Credit, such Issuing
Lender shall be deemed to have sold and transferred to each RL Lender (other
than such Issuing Lender in its capacity (if any) as an RL Lender) and each such
RL Lender (in its capacity under this Section 2.04, a "Participant") shall be
deemed irrevocably and unconditionally to have purchased and received from such
Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's RL Percentage, in such Letter
of Credit, each drawing or payment made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments
or RL Percentages of the Lenders pursuant to Section 1.13 or 13.04(b), it is
hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new RL Percentages
of the assignor and assignee Lender, as the case may be.


                                       15


<PAGE>

            (b)     In determining whether to pay under any Letter of Credit,
the respective Issuing Lender shall not have any obligation relative to the
other Lenders other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by an Issuing Lender under or in
connection with any Letter of Credit issued by it shall not create for such
Issuing Lender any resulting liability to the Borrower, any other Credit Party,
any Lender or any other Person unless such action is taken or omitted to be
taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

            (c)     In the event that an Issuing Lender makes any payment under
any Letter of Credit issued by it and the Borrower shall not have reimbursed
such amount in full to such Issuing Lender pursuant to Section 2.05(a), such
Issuing Lender shall promptly notify the Administrative Agent, which shall
promptly notify each Participant of such failure, and each Participant shall
promptly and unconditionally pay to such Issuing Lender the amount of such
Participant's RL Percentage of such unreimbursed payment in Dollars and in same
day funds. If the Administrative Agent so notifies, prior to 12:00 Noon (New
York time) on any Business Day, any Participant required to fund a payment under
a Letter of Credit, such Participant shall make available to the respective
Issuing Lender in Dollars such Participant's RL Percentage of the amount of such
payment on such Business Day in same day funds. If and to the extent such
Participant shall not have so made its RL Percentage of the amount of such
payment available to the respective Issuing Lender, such Participant agrees to
pay to such Issuing Lender, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to such Issuing Lender at the Federal Funds Rate for the first three days and at
the interest rate applicable to Revolving Loans that are maintained as Base Rate
Loans for each day thereafter. The failure of any Participant to make available
to the respective Issuing Lender its RL Percentage of any payment under any
Letter of Credit issued by such Issuing Lender shall not relieve any other
Participant of its obligation hereunder to make available to the respective
Issuing Lender its RL Percentage of any payment under any Letter of Credit on
the date required, as specified above, but no Participant shall be responsible
for the failure of any other Participant to make available to the respective
Issuing Lender such other Participant's RL Percentage of any such payment.

            (d)     Whenever an Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
such Participant which has paid its RL Percentage thereof, in Dollars and in
same day funds, an amount equal to such Participant's share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

            (e)     Upon the request of any Participant, the respective Issuing
Lender shall furnish to such Participant copies of any standby Letter of Credit
issued by it and such other documentation as may reasonably be requested by such
Participant.


                                       16


<PAGE>

            (f)     The obligations of the Participants to make payments to the
respective Issuing Lender with respect to Letters of Credit shall be irrevocable
and not subject to any qualification or exception whatsoever and shall be made
in accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

            (i)     any lack of validity or enforceability of this Agreement or
      any of the other Credit Documents;

            (ii)    the existence of any claim, setoff, defense or other right
      which the Borrower or any of its Subsidiaries may have at any time against
      a beneficiary named in a Letter of Credit, any transferee of any Letter of
      Credit (or any Person for whom any such transferee may be acting), any
      Agent, any Issuing Lender, any Participant, or any other Person, whether
      in connection with this Agreement, any Letter of Credit, the transactions
      contemplated herein or any unrelated transactions (including any
      underlying transaction between the Borrower or any Subsidiary of the
      Borrower and the beneficiary named in any such Letter of Credit);

            (iii)   any draft, certificate or any 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;

            (iv)    the surrender or impairment of any security for the
      performance or observance of any of the terms of any of the Credit
      Documents; or

            (v) the occurrence of any Default or Event of Default.

            2.05 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
agrees to reimburse the respective Issuing Lender, by making payment to the
Administrative Agent in immediately available funds at the Payment Office, for
any payment or disbursement made by such Issuing Lender under any Letter of
Credit issued by it (each such amount, so paid until reimbursed, an "Unpaid
Drawing"), not later than one Business Day following receipt by the Borrower of
notice of such payment or disbursement (provided that no such notice shall be
required to be given if a Default or an Event of Default under Section 10.05
shall have occurred and be continuing, in which case the Unpaid Drawing shall be
due and payable immediately without presentment, demand, protest or notice of
any kind (all of which are hereby waived by the Borrower)), with interest on the
amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed
prior to 12:00 Noon (New York time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such
Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal
to the Base Rate in effect from time to time plus the Applicable Margin as in
effect from time to time for Revolving Loans that are maintained as Base Rate
Loans; PROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to
12:00 Noon (New York time) on the third Business Day following the receipt by
the Borrower of notice of such payment or disbursement or following the
occurrence of a Default or an Event of Default under Section 10.05, interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the


                                       17


<PAGE>

Borrower) at a rate per annum equal to the Base Rate in effect from time to time
plus the Applicable Margin for Revolving Loans that are maintained as Base Rate
Loans as in effect from time to time plus 2%, with such interest to be payable
on demand. The respective Issuing Lender shall give the Borrower prompt written
notice of each Drawing under any Letter of Credit issued by it, PROVIDED that
the failure to give any such notice shall in no way affect, impair or diminish
the Borrower's obligations hereunder.

            (b)     The obligations of the Borrower under this Section 2.05 to
reimburse the respective Issuing Lender with respect to drafts, demands and
other presentations for payment under Letters of Credit issued by it (each a
"Drawing") (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or any Subsidiary of the
Borrower may have or have had against any Lender (including in its capacity as
an Issuing Lender or as a Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing; PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse any Issuing
Lender for any wrongful payment made by such Issuing Lender under a Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Issuing Lender (as determined
by a court of competent jurisdiction in a final and non-appealable decision).

            2.06 INCREASED COSTS. If at any time after the Effective Date, the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request or in the interpretation or administration thereof by the
NAIC or any governmental authority charged with the interpretation or
administration thereof, or compliance by any Issuing Lender or any Participant
with any request or directive by the NAIC or by any such governmental authority
(whether or not having the force of law), shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by such Issuing Lender or participated in by
any Participant, or (ii) impose on such Issuing Lender or any Participant any
other conditions relating, directly or indirectly, to this Agreement or any
Letter of Credit; and the result of any of the foregoing is to increase the cost
to such Issuing Lender or any Participant of issuing, maintaining or
participating in any Letter of Credit, or reduce the amount of any sum received
or receivable by such Issuing Lender or any Participant hereunder or reduce the
rate of return on its capital with respect to Letters of Credit (except for
changes in the rate of tax on, or determined by reference to, the net income or
profits of such Issuing Lender or such Participant pursuant to the laws of the
jurisdiction in which it is organized or in which its principal office or
applicable lending office is located or any subdivision thereof or therein),
then, within five days after the delivery of the certificate referred to below
to the Borrower by such Issuing Lender or any Participant (or on such later date
or dates as such Issuing Lender may indicate in such certificate) (a copy of
which certificate shall be sent by such Issuing Lender or such Participant to
the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or
such Participant such additional amount or amounts as will compensate such
Issuing Lender or such Participant for such increased cost or reduction in the
amount receivable or reduction on the rate of return on its capital. The
respective Issuing Lender or any Participant, upon determining that


                                       18


<PAGE>

any additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Lender or such Participant
(a copy of which certificate shall be sent by such Issuing Lender or such
Participant to the Administrative Agent), setting forth in reasonable detail the
basis for the calculation of such additional amount or amounts necessary to
compensate such Issuing Lender or such Participant. The certificate required to
be delivered pursuant to this Section 2.06 shall, absent manifest error, be
final and conclusive and binding on the Borrower.

            SECTION 3. COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.

            3.01 FEES. (a) The Borrower agrees to pay to the Administrative
Agent for distribution to each Non-Defaulting RL Lender a commitment commission
(the "Commitment Commission") for the period from and including the Effective
Date to but excluding the Maturity Date (or such earlier date on which the Total
Revolving Loan Commitment has been terminated) computed at a rate per annum
equal to the Applicable Commitment Commission Percentage on the Unutilized
Revolving Loan Commitment of such Non-Defaulting RL Lender as in effect from
time to time. Accrued Commitment Commission shall be due and payable quarterly
in arrears on each Quarterly Payment Date and on the date upon which the Total
Revolving Loan Commitment is terminated.

            (b)     The Borrower agrees to pay to the Administrative Agent for
distribution to each RL Lender (based on each such RL Lender's respective RL
Percentage) a fee in respect of each Letter of Credit (the "Letter of Credit
Fee") for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin then in
effect with respect to Revolving Loans that are maintained as Eurodollar Loans
on the daily Stated Amount of each such Letter of Credit. Accrued Letter of
Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the first day on or after the termination of the Total
Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

            (c)     The Borrower agrees to pay to the respective Issuing Lender,
for its own account, a facing fee in respect of each Letter of Credit issued by
it (the "Facing Fee") for the period from and including the date of issuance of
such Letter of Credit to and including the date of termination or expiration of
such Letter of Credit, computed at a rate per annum equal to 0.15% on the daily
Stated Amount of such Letter of Credit, PROVIDED that in any event the minimum
amount of Facing Fees payable in any twelve-month period for each Letter of
Credit shall be not less than $500; it being agreed that, on the day of issuance
of any Letter of Credit and on each anniversary thereof prior to the termination
or expiration of such Letter of Credit, if $500 will exceed the amount of Facing
Fees that will accrue with respect to such Letter of Credit for the immediately
succeeding twelve-month period, the full $500 shall be payable on the date of
issuance of such Letter of Credit and on each such anniversary thereof. Except
as otherwise provided in the proviso to the immediately preceding sentence,
accrued Facing Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and upon the first day on or after the termination of the
Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.


                                       19


<PAGE>

            (d)     The Borrower agrees to pay to the respective Issuing Lender,
for its own account, upon each payment under, issuance of, or amendment to, any
Letter of Credit issued by it, such amount as shall at the time of such event be
the administrative charge and the reasonable expenses which such Issuing Lender
is generally imposing in connection with such occurrence with respect to letters
of credit.

            (e)     The Borrower agrees to pay to each Agent, for its account,
such fees as may be agreed to in writing from time to time by the Borrower and
the Administrative Agent.

            3.02 VOLUNTARY TERMINATION OF REVOLVING LOAN COMMITMENTS. (a) Upon
at least three Business Days' prior written notice to the Administrative Agent
at the Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), the Borrower shall have the right, at any time
or from time to time, without premium or penalty to terminate the Total
Revolving Loan Commitment in whole, or reduce it in part, pursuant to this
Section 3.02(a), in an integral multiple of $1,000,000 in the case of partial
reductions to the Total Revolving Loan Commitment, PROVIDED that (x) if, as a
result of any such termination or reduction to the Total Revolving Loan
Commitment, any amounts are owing pursuant to Section 4.02(a), such amounts
shall be repaid in accordance with the requirements of Section 4.02(a)
concurrently with the effectiveness of such termination or reduction to the
Total Revolving Loan Commitment and (y) each such reduction shall apply
proportionately to permanently reduce the Revolving Loan Commitment of each RL
Lender.

            (b)     In the event of a refusal by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, subject to its
compliance with the requirements of Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
terminate the entire Revolving Loan Commitment of such Lender, so long as (x)
all Loans, together with accrued and unpaid interest, Fees and all other
amounts, owing to such Lender (including all amounts, if any, owing pursuant to
Section 1.11 but excluding amounts owing in respect to Term Loans maintained by
such Lender, if such Term Loans are not being repaid pursuant to Section
13.12(b)) are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified
to reflect such changed amounts) and (y) after giving effect to the repayments
pursuant to preceding clause (x), any additional payments owing at such time
pursuant to Section 4.02(a) shall be made concurrently with the effectiveness of
such termination, and at such time, such Lender shall no longer constitute a
"Lender" for purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06,
4.04, 12.06 and 13.01), which shall survive as to such repaid Lender.

            3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total Commitment
(and the Commitment of each Lender) shall terminate in its entirety on December
29, 2000 unless the Initial Borrowing Date has occurred on or prior to such
date.


                                       20


<PAGE>

            (b)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Lender) shall terminate in its entirety on the Initial
Borrowing Date (after giving effect to the incurrence of Term Loans on such
date).

            (c)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment shall
terminate in its entirety on the earlier of (i) the Maturity Date and (ii)
unless the Required Lenders otherwise agree, the date on which a Change of
Control occurs.

            (d)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date upon which a mandatory repayment of
Term Loans pursuant to Section 4.02(b), (c) or (d) is required (and exceeds in
amount the aggregate principal amount of Term Loans then outstanding) or would
be required if Term Loans were then outstanding, the Total Revolving Loan
Commitment shall be permanently reduced by the amount, if any, by which the
amount required to be applied pursuant to said Sections (determined as if an
unlimited amount of Term Loans were actually outstanding) exceeds the aggregate
principal amount of Term Loans then outstanding.

            (e)     Each reduction to, or termination of, the Total Revolving
Loan Commitment shall be applied to proportionately reduce or terminate, as the
case may be, the Revolving Loan Commitment of each Lender with a Revolving Loan
Commitment.

            SECTION 4. PREPAYMENTS; PAYMENTS; TAXES.

            4.01 VOLUNTARY PREPAYMENTS. (a) The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) the Borrower
shall give the Administrative Agent at the Notice Office (x) prior written
notice (or telephonic notice promptly confirmed in writing) of its intent to
prepay Base Rate Loans by no later than 12:00 Noon (New York time) on the date
of such prepayment and (y) prior written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay Eurodollar Loans by no later than
1:30 P.M. (New York time) at least three Business Days' prior to the date of
such prepayment, which notice (in each case) shall specify whether Term Loans,
Revolving Loans or Swingline Loans shall be prepaid, the amount of such
prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar
Loans, the specific Borrowing or Borrowings pursuant to which made, and which
notice the Administrative Agent shall, except in the case of a prepayment of
Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial
prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an
aggregate principal amount of at least $1,000,000, (y) each partial prepayment
of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate
principal amount of at least $250,000 and (z) each partial prepayment of
Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate
principal amount of at least $100,000, PROVIDED that if any partial prepayment
of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding
principal amount of Eurodollar Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto, then


                                       21


<PAGE>

such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond
the last day of the Interest Period then applicable thereto (and same shall
automatically be converted into a Borrowing of Base Rate Loans on the last day
of such Interest Period) and any election of an Interest Period with respect
thereto given by the Borrower shall have no force or effect; and (iii) each
prepayment pursuant to this Section 4.01(a) in respect of any Loans made
pursuant to a Borrowing shall be applied PRO RATA among such Loans, provided
that at the Borrower's election in connection with any prepayment of Revolving
Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no
Default and no Event of Default then exists, be applied to any Revolving Loan of
a Defaulting Lender.

            (b)     In the event of a refusal by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
repay all Loans of such Lender (including all amounts, if any, owing pursuant to
Section 1.11), together with accrued and unpaid interest, Fees and all other
amounts then owing to such Lender (or owing to such Lender with respect to the
Tranche which gave rise to the need to obtain such Lender's individual consent)
in accordance with, and subject to the requirements of, said Section 13.12(b),
so long as (I) in the case of the repayment of Revolving Loans of any Lender
pursuant to this clause (b), the Revolving Loan Commitment of such Lender is
terminated concurrently with such repayment pursuant to this Section 4.01(b), at
which time Schedule I shall be deemed modified to reflect the changed Revolving
Loan Commitments, (II) the consents, if any, required under Section 13.12(b) in
connection with the repayment pursuant to this clause (b) have been obtained and
(III) after giving effect to all repayments made as described above in this
Section 4.01(b), any additional amounts owing pursuant to Section 4.02(a) at
such time shall have been paid.

            4.02 MANDATORY REPAYMENTS. (a) On any day on which the sum of (I)
the aggregate outstanding principal amount of all Revolving Loans (after giving
effect to all other repayments thereof on such date), (II) the aggregate
outstanding principal amount of all Swingline Loans (after giving effect to all
other repayments thereof on such date) and (III) the aggregate amount of all
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at
such time, the Borrower agrees to prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full or if no Swingline
Loans are outstanding, Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment at such time, the Borrower agrees to
pay to the Administrative Agent at the Payment Office on such day an amount of
cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash
and/or Cash Equivalents to be held as security for all obligations of the
Borrower to the Issuing Lenders and the Lenders hereunder in a cash collateral
account to be established by the Administrative Agent.


                                       22


<PAGE>

            (b)     In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date on or after the Initial Borrowing Date upon
which the Borrower or any of its Subsidiaries receives any cash proceeds from
any incurrence by the Borrower or any of its Subsidiaries of Indebtedness (other
than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect
on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the
respective incurrence of Indebtedness shall be applied on such date as a
mandatory repayment of outstanding Term Loans in accordance with the
requirements of Section 4.02(f).

            (c)     In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date on or after the Initial Borrowing Date upon
which the Borrower or any of its Subsidiaries receives any cash proceeds from
any Asset Sale (other than any Asset Sale consummated pursuant to Section
9.02(xv) or (xvi)), an amount equal to 100% of the Net Sale Proceeds therefrom
shall be applied on such date as a mandatory repayment of outstanding Term Loans
in accordance with the requirements of Section 4.02(f); PROVIDED, HOWEVER, that
with respect to no more than $10,000,000 in the aggregate of cash proceeds from
Asset Sales (other than from Asset Sales consummated pursuant to Section
9.02(xv) or (xvi)) in any fiscal year of the Borrower, the Net Sale Proceeds
therefrom shall not be required to be so applied on such date so long as no
Default or Event of Default then exists and the Borrower delivers a certificate
to the Administrative Agent on or prior to such date stating that such Net Sale
Proceeds shall be used to purchase assets used or to be used in the businesses
permitted pursuant to Section 9.15 (including, without limitation (but only to
the extent permitted by Section 8.14), the purchase of the assets or 100% of the
equity of a Person engaged in such businesses) within 180 days following the
date of such Asset Sale (which certificate shall set forth the estimates of the
Net Sale Proceeds to be so expended), and PROVIDED FURTHER, that if all or any
portion of such Net Sale Proceeds not required to be so applied as provided
above in this Section 4.02(c) are not so reinvested within such 180-day period
(or such earlier date, if any, as the Borrower or the relevant Subsidiary
determines not to reinvest the Net Sale Proceeds from such Asset Sale as set
forth above), such remaining portion shall be applied on the last day of such
period (or such earlier date, as the case may be) as provided above in this
Section 4.02(c) without regard to the preceding proviso.

            (d)     In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date on or after the Initial Borrowing Date upon
which the Borrower or any of its Subsidiaries receives any cash proceeds of any
Asset Sale pursuant to Section 9.02(xv) or (xvi), an amount equal to 100% of the
Net Sale Proceeds therefrom shall be applied on such date as a mandatory
repayment of Revolving Loans (but not as a mandatory reduction to the Total
Revolving Loan Commitment) in accordance with Section 4.02(f).

            (e)     In addition to any other mandatory repayments pursuant to
this Section 4.02, within three Business Days following each date on or after
the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries
receives any cash proceeds from any Recovery Event, an amount equal to 100% of
the Net Insurance Proceeds from such Recovery Event shall be applied within such
three Business Day period as a mandatory repayment of outstanding Term Loans in
accordance with the requirements of Section 4.02(f); PROVIDED, HOWEVER, that so
long as


                                       23


<PAGE>

no Default or Event of Default then exists and the Net Insurance
Proceeds from any such Recovery Event do not exceed $5,000,000 (or, in the case
of any such Recovery Event in respect of one or more of the Borrower's or any of
its Subsidiaries' distribution centers, $10,000,000), such Net Insurance
Proceeds shall not be required to be so applied within such three Business Day
period to the extent that the Borrower has delivered a certificate to the
Administrative Agent within such three Business Day period stating that such Net
Insurance Proceeds shall be used to replace or restore any properties or assets
in respect of which such Net Insurance Proceeds were paid within 180 days
following the date of the receipt of such Net Insurance Proceeds (which
certificate shall set forth the estimates of the Net Insurance Proceeds to be so
expended), and PROVIDED FURTHER, that (i) if the amount of such Net Insurance
Proceeds exceeds $5,000,000 (or, in the case such Net Insurance Proceeds are in
respect of a Recovery Event relating to one or more of the Borrower's or any of
its Subsidiaries' distribution centers, $10,000,000), then the entire amount of
such Net Insurance Proceeds (and not just the portion of such Net Insurance
Proceeds in excess of $5,000,000 or $10,000,000, as the case may be) shall be
applied as provided above in this Section 4.02(e), and (ii) if all or any
portion of such Net Insurance Proceeds not required to be so applied pursuant to
the preceding proviso are not so used within 180 days after the date of the
receipt of such Net Insurance Proceeds (or such earlier date, if any, as the
Borrower or the relevant Subsidiary determines not to reinvest the Net Insurance
Proceeds relating to such Recovery Event as set forth above), such remaining
portion shall be applied on the last day of such period (or such earlier date,
as the case may be) as provided above in this Section 4.02(e) without regard to
the preceding proviso.

            (f)     With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
such Eurodollar Loans were made, PROVIDED that: (i) repayments of Eurodollar
Loans pursuant to this Section 4.02 may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans of the respective
Tranche with Interest Periods ending on such date of required repayment and all
Base Rate Loans of the respective Tranche have been paid in full; (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall
be automatically converted at the end of the then current Interest Period into a
Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made
pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the
absence of a designation by the Borrower as described in the preceding sentence,
the Administrative Agent shall, subject to the above, make such designation in
its sole discretion.

            (g)     In addition to any other mandatory repayments pursuant to
this Section 4.02, (i) all then outstanding Loans shall be repaid in full on the
Maturity Date and (ii) unless the Required Lenders otherwise agree in writing
(which agreement may be granted or withheld by the Lenders in their sole
discretion), all then outstanding Loans shall be repaid in full on the date on
which a Change of Control occurs.


                                       24


<PAGE>

            4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement and under any Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 1:00 P.M. (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office. Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension.

            4.04 NET PAYMENTS. (a) All payments made by the Borrower hereunder
and under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of a Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). Except as provided in Section 4.04(b), if any Taxes
are so levied or imposed, the Borrower agrees to pay the full amount of such
Taxes, and such additional amounts as may be necessary so that every payment of
all amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note. If any amounts are payable in respect of
Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each
Lender, upon the written request of such Lender, for taxes imposed on or
measured by the net income or net profits of such Lender pursuant to the laws of
the jurisdiction in which such Lender is organized or in which the principal
office or applicable lending office of such Lender is located or under the laws
of any political subdivision or taxing authority of any such jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located and for any withholding of taxes as
such Lender shall determine are payable by, or withheld from, such Lender, in
respect of such amounts so paid to or on behalf of such Lender pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Lender pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes is
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.

            (b)     Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Effective Date or, in the case of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to Section


                                       25


<PAGE>

1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
and under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x)
a certificate substantially in the form of Exhibit D (any such certificate, a
"Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exemption) (or successor form) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the Effective
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, such Lender will
deliver to the Borrower and the Administrative Agent two new accurate and
complete original signed copies of Internal Revenue Service Form W-8ECI, Form
W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN
(with respect to the portfolio interest exemption) and a Section 4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or such Lender shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Lender shall not be required to
deliver any such Form or Certificate pursuant to this Section 4.04(b).
Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrower shall not be obligated pursuant to Section 4.04(a) to gross-up payments
to be made to a Lender in respect of income or similar taxes imposed by the
United States if (I) such Lender has not provided to the Borrower the Internal
Revenue Service Forms required to be provided to the Borrower pursuant to this
Section 4.04(b) or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 13.04(b), the Borrower
agrees to pay any additional amounts and to indemnify each Lender in the manner
set forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any amounts deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes that are effective after the Effective


                                       26


<PAGE>

Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of such Taxes.

            (c)     If the Borrower pays any additional amount under this
Section 4.04 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "Tax Benefit"), such
Lender shall pay to Borrower an amount that such Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by such Lender in such year as a consequence of such Tax Benefit; PROVIDED,
HOWEVER, that (i) each Lender may determine in its sole discretion consistent
with the policies of such Lender whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on any Lender as a result of a disallowance or reduction
(including through the expiration of any tax carryover or carryback of such
Lender that otherwise would not have expired) of any Tax Benefit with respect to
which such Lender has made a payment to the Borrower pursuant to this Section
4.04(c) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses; (iii) nothing in this Section 4.04(c) shall require any Lender to
disclose any confidential information to the Borrower (including, without
limitation, its tax returns) and (iv) no Lender shall be required to pay the
Borrower any amounts pursuant to this Section 4.04(c) at any time when a Default
or Event of Default exists.

            SECTION 5. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE INITIAL
BORROWING DATE. The obligation of each Lender to make Loans, and the obligation
of each Issuing Lender to issue Letters of Credit, on the Initial Borrowing
Date, is subject at the time of the making of such Loans or the issuance of such
Letters of Credit to the satisfaction of the following conditions:

            5.01 EFFECTIVE DATE; NOTES. On or prior to the Initial Borrowing
Date, (i) the Effective Date shall have occurred and (ii) there shall have been
delivered to the Administrative Agent for the account of each of the Lenders
that has requested same the appropriate Term Note and/or Revolving Note executed
by the Borrower, and to the extent requested by the Swingline Lender, the
Swingline Note executed by the Borrower, in each case, in the amount, maturity
and as otherwise provided herein.

            5.02 OFFICER'S CERTIFICATE. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate, dated the Initial
Borrowing Date and signed on behalf of the Borrower by the Chief Executive
Officer, the President or any Vice President of the Borrower, certifying on
behalf of the Borrower that all of the conditions in Sections 5.06, 5.07, and
6.01 have been satisfied on such date.

            5.03 OPINIONS OF COUNSEL. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from general counsel of the
Borrower, an opinion addressed to each Agent and each of the Lenders and dated
the Initial Borrowing Date covering such matters as the Administrative Agent may
reasonably request, (ii) from Oppenheimer, Wolff & Donnelly LLP, special counsel
to the Credit Parties, an opinion addressed to each Agent and each of the
Lenders and dated the Initial Borrowing Date covering the matters set forth in
Exhibit E and such other


                                       27


<PAGE>

matters incident to the transactions contemplated herein as the Agents may
reasonably request and (iii) from local counsel in each State where any
Mortgaged Property is located, an opinion in form and substance reasonably
satisfactory to the Agents addressed to each Agent, the Collateral Agent and
each of the Lenders and dated the Initial Borrowing Date covering such matters
incident to the transactions contemplated herein as the Administrative Agent may
reasonably request.

            5.04 CORPORATE DOCUMENTS; PROCEEDINGS; ETC. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate from
each Credit Party, dated the Initial Borrowing Date, signed by the Chief
Executive Officer, the President or any Vice President of such Credit Party, and
attested to by the Secretary or any Assistant Secretary of such Credit Party, in
the form of Exhibit F with appropriate insertions, together with copies of the
certificate or articles of incorporation, certificate of formation, operating
agreements and by-laws (or equivalent organizational documents), as applicable,
of such Credit Party and the resolutions of such Credit Party referred to in
such certificate, and each of the foregoing shall be in form and substance
reasonably acceptable to the Administrative Agent.

            (b)     On the Initial Borrowing Date, all corporate, limited
liability company and legal proceedings and all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other
Credit Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate and limited liability company proceedings, governmental approvals,
good standing certificates and bring-down telegrams or facsimiles, if any, which
the Administrative Agent reasonably may have requested in connection therewith,
such documents and papers where appropriate to be certified by proper corporate,
limited liability company or governmental authorities.

            (c)     On the Initial Borrowing Date, the ownership and capital
structure (including, without limitation, the terms of any equity interests,
options, warrants or other securities issued by the Borrower or any of its
Subsidiaries) shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

            5.05 EXISTING CREDIT AGREEMENT. On the Initial Borrowing Date, the
total commitments in respect of the Existing Credit Agreement shall have been
terminated, and all loans and notes (together with interest thereon) with
respect thereto shall have been repaid in full, all letters of credit issued
thereunder shall have been terminated (or either incorporated as Existing
Letters of Credit hereunder or fully supported with Letters of Credit issued
hereunder) and all other amounts (including premiums) owing pursuant to the
Existing Credit Agreement shall have been repaid in full and all documents in
respect of the Existing Credit Agreement and all guarantees with respect thereto
shall have been terminated (except as to indemnification and similar provisions,
which may survive to the extent provided therein) and be of no further force and
effect. In addition, the creditors in respect of the Existing Credit Agreement
shall have terminated and released all security interests in and Liens on the
assets of the Borrower and its Subsidiaries created pursuant to any security
documentation relating to the Existing Credit Agreement, and such creditors
shall have returned all such assets to the Borrower or such


                                       28


<PAGE>

Subsidiary. The Administrative Agent shall have received evidence that the
matters set forth in this Section 5.05 have been satisfied on such date.

            5.06 ADVERSE CHANGE; GOVERNMENTAL APPROVALS; ETC. (a) On the Initial
Borrowing Date, nothing shall have occurred (and no Agent nor any Lenders shall
have become aware of any facts, conditions or other information not previously
known) which any Agent or the Required Lenders reasonably determine has had, or
could reasonably be expected to have, a Material Adverse Effect.

            (b)     On or prior to the Initial Borrowing Date, all necessary
governmental (domestic and foreign) and material third party approvals in
connection with the transactions contemplated by the Credit Documents shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of the transactions contemplated by the Credit Documents.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the making of any Loan, issuance of any Letter of Credit or the
consummation of the transactions contemplated by the Credit Documents.

            5.07 LITIGATION. On the Initial Borrowing Date, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to
this Agreement, any other Credit Document or any other documentation executed in
connection herewith and therewith or the transactions contemplated hereby and
thereby, or which any Agent or the Required Lenders shall reasonably determine
has had, or could reasonably be expected to have, a Material Adverse Effect.

            5.08 PLEDGE AGREEMENT. On the Initial Borrowing Date, each Credit
Party shall have duly authorized, executed and delivered the Pledge Agreement in
the form of Exhibit G (as amended, modified or supplemented from time to time,
the "Pledge Agreement") and shall have delivered to the Collateral Agent, as
Pledgee thereunder, all of the Pledge Agreement Collateral, if any, referred to
therein and then owned by such Credit Party, (x) endorsed in blank in the case
of promissory notes constituting Pledge Agreement Collateral and (y) together
with executed and undated endorsements for transfer in the case of equity
interests constituting certificated Pledge Agreement Collateral, along with
evidence that all other actions necessary or, in the reasonable opinion of the
Collateral Agent, desirable, to perfect the security interests purported to be
created by the Pledge Agreement have been taken and the Pledge Agreement shall
be in full force and effect.

            5.09 SECURITY AGREEMENT. On the Initial Borrowing Date, each Credit
Party shall have duly authorized, executed and delivered the Security Agreement
in the form of Exhibit H (as amended, modified or supplemented from time to
time, the "Security Agreement") covering all of such Credit Party's Security
Agreement Collateral, together with:

            (i)     proper Financing Statements (Form UCC-1 or the equivalent)
      fully executed for filing under the UCC or other appropriate filing
      offices of each jurisdiction as may be


                                       29

<PAGE>

      necessary or, in the reasonable opinion of the Collateral Agent,
      desirable, to perfect the security interests purported to be created by
      the Security Agreement;

            (ii)    certified copies of Requests for Information or Copies (Form
      UCC-11), or equivalent reports as of a recent date, listing all effective
      financing statements that name the Borrower or any of its Subsidiaries as
      debtor and that are filed in the jurisdictions referred to in clause (i)
      above, together with copies of such other financing statements that name
      the Borrower or any of its Subsidiaries as debtor (none of which shall
      cover any of the Collateral except (x) to the extent evidencing Permitted
      Liens or (y) those in respect of which the Collateral Agent shall have
      received termination statements (Form UCC-3) or such other termination
      statements as shall be required by local law fully executed for filing);

            (iii)   evidence of the completion of all other recordings and
      filings of, or with respect to, the Security Agreement as may be necessary
      or, in the reasonable opinion of the Collateral Agent, desirable, to
      perfect the security interests intended to be created by the Security
      Agreement; and

            (iv)    evidence that all other actions necessary or, in the
      reasonable opinion of the Collateral Agent, desirable to perfect and
      protect the security interests purported to be created by the Security
      Agreement have been taken, and the Security Agreement shall be in full
      force and effect.

            5.10 SUBSIDIARIES GUARANTY. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered the
Subsidiaries Guaranty in the form of Exhibit I (as amended, modified or
supplemented from time to time, the "Subsidiaries Guaranty"), and the
Subsidiaries Guaranty shall be in full force and effect.

            5.11 MORTGAGES; TITLE INSURANCE; SURVEY; LANDLORD WAIVERS. On the
Initial Borrowing Date, the Collateral Agent shall have received:

            (a)     fully executed counterparts of Mortgages, each in form and
      substance reasonably satisfactory to the Administrative Agent, which
      Mortgages shall cover such of the Real Property owned by the Borrower or
      any Subsidiary Guarantor and designated as "Mortgaged Property" on Part A
      of Schedule IV, together with evidence that counterparts of such Mortgages
      have been delivered to the title insurance company insuring the Lien of
      such Mortgages for recording in all places to the extent necessary or, in
      the reasonable opinion of the Collateral Agent desirable, to effectively
      create a valid and enforceable first priority mortgage lien, subject only
      to Permitted Encumbrances, on such Mortgaged Property in favor of the
      Collateral Agent (or such other trustee as may be required or desired
      under local law) for the benefit of the Secured Creditors;

            (b)     Mortgage Policies on the Mortgages for the Mortgaged
      Properties issued by a title insurance company reasonably satisfactory to
      the Collateral Agent and in amounts satisfactory to the Collateral Agent
      and assuring the Collateral Agent that each of the Mortgages on such
      Mortgaged Properties is a valid and enforceable first priority


                                       30

<PAGE>

      mortgage lien on such Mortgaged Properties, free and clear of all defects
      and encumbrances except Permitted Encumbrances, and such Mortgage Policies
      shall otherwise be in form and substance reasonably satisfactory to the
      Collateral Agent and shall include, as appropriate, an endorsement for
      future advances under this Agreement and the Notes and for any other
      matter that the Collateral Agent in its discretion may reasonably request,
      shall not include an exception for mechanics' liens, and shall provide for
      affirmative insurance and such reinsurance as the Collateral Agent in its
      discretion may reasonably request;

            (c)     to the extent requested by the Administrative Agent, surveys
      of the Mortgaged Properties, which surveys shall be (i) in form and
      substance reasonably satisfactory to the Collateral Agent, (ii) certified
      by a licensed professional surveyor reasonably satisfactory to the
      Collateral Agent and (iii) dated a date reasonably acceptable to the
      Collateral Agent; and

            (d)     fully executed landlord waivers which shall cover the Real
      Property leased by the Borrower or any Subsidiary Guarantor and designated
      as "Leaseholds Subject to Landlord Waivers" on Part B of Schedule IV, each
      of which landlord waivers shall be in form and substance reasonably
      satisfactory to the Collateral Agent.

            5.12 OFFICER'S CERTIFICATE AS TO COMPLIANCE WITH EXISTING SENIOR
SUBORDINATED INDENTURE. On the Initial Borrowing Date, the Administrative Agent
shall have received a certificate, dated the Initial Borrowing Date and signed
on behalf of the Borrower by the Chief Executive Officer, the Chief Financial
Officer, the President or any Vice President of the Borrower, certifying that
this Agreement and the incurrence of all Loans and the issuance of all Letters
of Credit as permitted under this Agreement are, and when incurred or issued
will be, permitted under Section 10.12 of the Existing Senior Subordinated Note
Indenture.

            5.13 FINANCIAL STATEMENTS. On or prior to the Initial Borrowing
Date, the Lenders shall have received true and correct copies of the historical
financial statements referred to in Section 7.05(a), which historical financial
statements shall be in form and substance reasonably satisfactory to each Agent
and the Required Lenders.

            5.14 SOLVENCY CERTIFICATE; INSURANCE CERTIFICATES. On the Initial
Borrowing Date, the Administrative Agent shall have received:

            (i)     a solvency certificate from the chief financial officer of
      the Borrower in the form of Exhibit J;

            (ii)    environmental assessments and analyses performed by ENVIRON
      Corporation and in form, scope and substance reasonably satisfactory to
      the Administrative Agent; and

            (iii)   certificates of insurance complying with the requirements of
      Section 8.03 for the business and properties of the Borrower and its
      Subsidiaries, in form and substance reasonably satisfactory to the
      Administrative Agent and naming the Collateral Agent as


                                       31

<PAGE>

      an additional insured and/or as loss payee, and stating that such
      insurance shall not be canceled without at least 30 days' prior written
      notice by the insurer to the Collateral Agent.

            5.15 FEES, ETC. On the Initial Borrowing Date, the Borrower shall
have paid to each Agent and each Lender all costs, fees and expenses (including,
without limitation, legal fees and expenses) payable to such Agent or such
Lender to the extent then due.

            SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation
of each Lender to make Loans (including Loans made on the Initial Borrowing
Date), and the obligation of each Issuing Lender to issue Letters of Credit
(including Letters of Credit issued on the Initial Borrowing Date), is subject,
at the time of each such Credit Event, to the satisfaction of the following
conditions:

            6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

            6.02 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) Prior to the
making of each Loan (other than a Swingline Loan or a Revolving Loan made
pursuant to a Mandatory Borrowing), the Administrative Agent shall have received
a Notice of Borrowing meeting the requirements of Section 1.03(a). Prior to the
making of each Swingline Loan, the Swingline Lender shall have received the
notice referred to in Section 1.03(b)(i).

            (b)     Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03(a).

            The acceptance of the benefits of each Credit Event shall constitute
a representation and warranty by the Borrower to the Administrative Agent and
each of the Lenders that all the conditions specified in Section 5 (with respect
to Credit Events on the Initial Borrowing Date) and in this Section 6 (with
respect to Credit Events on or after the Initial Borrowing Date) and applicable
to such Credit Event exist as of that time. All of the Notes, certificates,
legal opinions and other documents and papers referred to in Section 5 and in
this Section 6, unless otherwise specified, shall be delivered to the
Administrative Agent at the Notice Office for the account of each of the Lenders
and, except for the Notes, in sufficient counterparts or copies for each of the
Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

            SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the


                                       32

<PAGE>

Letters of Credit as provided herein, the Borrower makes the following
representations, warranties and agreements, all of which shall survive the
execution and delivery of this Agreement and the Notes and the making of the
Loans and the issuance of the Letters of Credit, with the occurrence of each
Credit Event on or after the Initial Borrowing Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Initial Borrowing
Date and on the date of each such other Credit Event (it being understood and
agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects
only as of such specified date).

            7.01 ORGANIZATIONAL STATUS. Each of the Borrower and its
Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate,
partnership or limited liability company power and authority, as the case may
be, to own its property and assets and to transact the business in which it is
engaged and presently proposes to engage and (iii) is duly qualified and is
authorized to do business and is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such qualifications except for failures to be so qualified which,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

            7.02 POWER AND AUTHORITY. Each Credit Party has the corporate,
partnership or limited liability company power and authority, as the case may
be, to execute, deliver and perform the terms and provisions of each of the
Credit Documents to which it is party and has taken all necessary corporate,
partnership or limited liability company action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).

            7.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party, nor compliance
by it with the terms and provisions thereof, (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) will conflict with or result
in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument, in each case to which the Borrower or any of its Subsidiaries is a
party or by which it or any of its property or assets is bound or to which it
may be subject, or (iii) will violate any provision of the certificate or
articles of incorporation, certificate of formation, limited liability


                                       33

<PAGE>

company agreement or by-laws (or equivalent organizational documents), as
applicable, of the Borrower or any of its Subsidiaries.

            7.04 APPROVALS. No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with (except (x) for
those that have otherwise been obtained or made on or prior to the Initial
Borrowing Date and which remain in full force and effect on the Initial
Borrowing Date and (y) filings which are necessary to perfect the Liens created
under the Security Documents, which filings (other than in respect of motor
vehicles, tractors and trailers) shall be made within 10 days following the
Initial Borrowing Date), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to be obtained or made by, or
on behalf of, any Credit Party to authorize, or is required to be obtained or
made by, or on behalf of, any Credit Party in connection with, (i) the
execution, delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any such Credit Document.

            7.05 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES. (a) The consolidated balance sheet of the Borrower for its fiscal
years and quarterly accounting period ended on January 2, 1999, January 1, 2000
and October 7, 2000, respectively, and the related consolidated statements of
income, cash flows and shareholders' equity of the Borrower for its fiscal year
or three fiscal quarter period, as the case may be, ended on such dates, copies
of which have been furnished to the Lenders prior to the Initial Borrowing Date,
present fairly in all material respects the consolidated financial position of
the Borrower at the dates of such balance sheets and the consolidated results of
the operations of the Borrower for the periods covered thereby. All of the
foregoing historical financial statements have been prepared in accordance with
generally accepted accounting principles (except, in the case of the
aforementioned interim statements, for normal year-end audit adjustments and the
absence of footnotes).

            (b)     On and as of the Initial Borrowing Date and after giving
effect to the transactions contemplated hereby and to all Indebtedness
(including the Loans) being incurred or assumed and Liens created by the Credit
Parties in connection therewith (i) the sum of the assets, at a fair valuation,
of the Borrower on a stand-alone basis and of the Borrower and its Subsidiaries
taken as a whole will exceed their respective debts, (ii) each of the Borrower
on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole
have not incurred and do not intend to incur, and do not believe that they will
incur, debts beyond their respective ability to pay such debts as such debts
mature, and (iii) the Borrower on a stand-alone basis and the Borrower and its
Subsidiaries taken as a whole will have sufficient capital with which to conduct
their respective businesses. For purposes of this Section 7.05(b), "debt" means
any liability on a claim, and "claim" means (a) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured or (b) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


                                       34

<PAGE>

            (c)     Except (i) as fully disclosed in the financial statements
delivered pursuant to Section 7.05(a) and (ii) Indebtedness of the type
described in Section 9.04(xii) and outstanding on the Initial Borrowing Date,
there were as of the Initial Borrowing Date no liabilities or obligations with
respect to the Borrower or any of its Subsidiaries of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether or not due)
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. As of the Initial Borrowing Date, the Borrower
knows of no basis for the assertion against it or any of its Subsidiaries of any
liability or obligation of any nature whatsoever that is not fully disclosed in
the financial statements delivered pursuant to Section 7.05(a) or referred to in
the immediately preceding sentence which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

            (d)     The Projections delivered to the Administrative Agent and
the Lenders prior to the Initial Borrowing Date have been prepared in good faith
and are based on reasonable assumptions, and there are no statements or
conclusions in the Projections which are based upon or include information known
to the Borrower to be misleading in any material respect or which fail to take
into account material information known to the Borrower regarding the matters
reported therein. On the Initial Borrowing Date, the Borrower believes that the
Projections are reasonable and attainable, it being recognized by the Lenders,
however, that projections as to future events are not to be viewed as facts and
that the actual results during the period or periods covered by the Projections
may differ from the projected results and such differences may be material.

            (e)     After giving effect to the transactions contemplated hereby
(but for this purpose assuming that such transactions and the related financing
had occurred prior to January 1, 2000), since January 1, 2000, nothing has
occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect.

            7.06 LITIGATION. There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, threatened (i) with respect to any
Credit Document or (ii) that could reasonably be expected, either individually
or in the aggregate, to have a Material Adverse Effect.

            7.07 TRUE AND COMPLETE DISCLOSURE. All factual information furnished
by or on behalf of the Borrower in writing to the Administrative Agent or any
Lender for purposes of or in connection with this Agreement, the other Credit
Documents or any transaction contemplated herein or therein is, and all other
such factual information hereafter furnished by or on behalf of the Borrower in
writing to the Administrative Agent or any Lender will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any fact necessary to make
such information not misleading in any material respect at such time in light of
the circumstances under which such information was provided.


                                       35

<PAGE>

            7.08 USE OF PROCEEDS; MARGIN REGULATIONS. (a) All proceeds of the
Term Loans will be used (i) to repay, in part, outstanding Indebtedness under
the Existing Credit Agreement and (ii) to pay fees and expenses in connection
therewith and in connection with this Agreement.

            (b)     All proceeds of the Revolving Loans and the Swingline Loans
shall be used (i) to repay, in part, outstanding Indebtedness under the Existing
Credit Agreement and (ii) for the working capital and general corporate purposes
of the Borrower and its Subsidiaries (including to effect Permitted Acquisitions
and Capital Expenditures, in each case to the extent permitted by this
Agreement).

            (c)     No part of any Credit Event (or the proceeds thereof) will
be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock. Neither the making of any
Loan nor the use of the proceeds thereof nor the occurrence of any other Credit
Event will violate or be inconsistent with the provisions of Regulation T, U or
X of the Board of Governors of the Federal Reserve System.

            7.09 TAX RETURNS AND PAYMENTS. Each of the Borrower and each of its
Subsidiaries has timely (which shall include any automatic or discretionary
filing extensions) filed or caused to be timely filed with the appropriate
taxing authority all federal and state income tax returns and all other material
tax returns, domestic and foreign (the "Returns") required to be filed by, or
with respect to the income, properties or operations of, the Borrower and/or any
of its Subsidiaries. The Returns accurately reflect in all material respects all
liability for taxes of the Borrower and its Subsidiaries for the periods covered
thereby. Each of the Borrower and each of its Subsidiaries has paid all taxes
and assessments payable by it which have become due, other than those that are
being contested in good faith, that have been adequately disclosed on the
financial statements of the Borrower and its Subsidiaries and for which adequate
reserves are maintained in accordance with generally accepted accounting
principles. The Borrower and each of its Subsidiaries has at all times paid, or
has provided adequate reserves (as determined in good faith by the Borrower) for
the payment of, all federal, state and foreign income taxes applicable for all
prior fiscal years and for the current year to date. There is no material
action, suit, proceeding, investigation, audit or claim now pending or, to the
best knowledge of the Borrower, threatened by any authority regarding any taxes
relating to the Borrower or any of its Subsidiaries. Except with respect to the
state taxes paid by the Borrower in the State of North Carolina in 1996 through
1998 tax years, neither the Borrower nor any of its Subsidiaries has entered
into an agreement or waiver or been requested to enter into an agreement or
waiver extending any statute of limitations relating to the payment or
collection of federal income taxes or other material taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations. Neither the Borrower nor any of its Subsidiaries has provided, with
respect to themselves or property held by them, any consent under Section 341 of
the Code. Neither the Borrower nor any of its Subsidiaries has incurred, nor
will any of them incur, any material tax liability in connection with any other
transactions contemplated hereby.


                                       36

<PAGE>

            7.10 COMPLIANCE WITH ERISA. (a) No facts or circumstances exist
which would reasonably be expected to have a Material Adverse Effect in
connection with the failure of any Plan, or the failure of the Borrower or an
ERISA Affiliate with regard to any Plan, to comply with its terms and with all
applicable laws, including, without limitation, ERISA and the Code.

            (b)     Except with respect to any matter specified in this Section
7.10(b) (either individually or in the aggregate) which would not reasonably be
expected to have a Material Adverse Effect, and to the knowledge of the Borrower
in the case of any matter relating to a Plan which is a multiemployer plan (as
defined in Section 4001(a)(3) of ERISA): (i) each Plan (and each related trust,
if any) which is intended to be qualified under Section 401(a) of the Code has
received a determination letter from the Internal Revenue Service to the effect
that it meets the requirements of Sections 401(a) and 501(a) of the Code (or has
submitted, or is within the remedial amendment period for submitting, an
application for a determination letter with the Internal Revenue Service and is
awaiting receipt of a response); (ii) no Reportable Event has occurred; (iii) no
Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA)
is insolvent or in reorganization; (iv) no Plan (other than any Plan that is a
multiemployer plan) has an Unfunded Current Liability which, when added to the
aggregate amount of the Unfunded Current Liabilities with respect to all other
such Plans, exceeds $10,000,000; (v) no Plan which is subject to Section 412 of
the Code or Section 302 of ERISA has an accumulated funding deficiency, within
the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; (vi) all contributions required to be made with respect to
a Plan have been timely made; (vii) neither the Borrower nor any Subsidiary of
the Borrower nor any ERISA Affiliate has incurred any liability (including any
indirect, contingent or secondary liability) to or on account of a Plan pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212
of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any
such liability under any of the foregoing sections with respect to any Plan;
(viii) no condition exists which could reasonably be expected to present a risk
to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of
incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; (ix) no proceedings have been instituted
pursuant to Section 4042 of ERISA to terminate or appoint a trustee to
administer any Plan which is subject to Title IV of ERISA; (x) no action, suit,
proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for
benefits) is pending, expected or, to Borrower's knowledge, threatened; (xi)
neither the Borrower nor any ERISA Affiliate has, or could reasonably be
expected to incur, directly or indirectly, any withdrawal liability within the
meaning of Section 4201 of ERISA in the event of a complete withdrawal from all
Plans which are multiemployer plans; (xii) each group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of the Borrower, any Subsidiary of the
Borrower, or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code, and (xiii) no lien imposed under the Code or ERISA on the
assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
exists or is likely to arise on account of any Plan and the Borrower and its
Subsidiaries do not maintain or contribute to any employee


                                       37

<PAGE>

welfare benefit plan (as defined in Section 3(1) of ERISA) which provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) the obligations with respect to which could reasonably
be expected to have a material adverse effect on the ability of the Borrower to
perform its obligations under this Agreement.

            (c)     To the knowledge of the Borrower, no facts or circumstances
exist which would reasonably be expected to have a Material Adverse Effect in
connection with the failure of any Foreign Pension Plan, or the failure of the
Borrower or any of its Subsidiaries with regard to any Foreign Pension Plan, to
comply with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders and has been maintained, where required,
in good standing with applicable regulatory authorities. Except with respect to
matters specified in clauses (i), (ii) and/or (iii) below which (either
individually or in the aggregate) would not reasonably be expected to have a
Material Adverse Effect: (i) all contributions required to be made with respect
to a Foreign Pension Plan have been timely made; (ii) neither the Borrower nor
any of its Subsidiaries has incurred any obligation in connection with the
termination of or withdrawal from any Foreign Pension Plan; and (iii) the
present value of the accrued benefit liabilities (whether or not vested) under
each Foreign Pension Plan, determined as of the end of the Borrower's most
recently ended fiscal year on the basis of actuarial assumptions, each of which
is reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

            7.11 THE SECURITY DOCUMENTS. (a) The provisions of the Security
Agreement are effective to create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the Credit Parties in the Security
Agreement Collateral described therein, and the Collateral Agent, for the
benefit of the Secured Creditors, has a fully perfected security interest in all
right, title and interest in all of the Security Agreement Collateral described
therein to the extent that such security interest in such Security Agreement
Collateral may be perfected pursuant to the relevant UCC, subject to no other
Liens other than Permitted Liens. The recordation of (x) the Grant of Security
Interest in U.S. Patents and (y) the Grant of Security Interest in U.S.
Trademarks in the respective form attached to the Security Agreement, in each
case in the United States Patent and Trademark Office, together with filings on
Form UCC-1 made pursuant to the Security Agreement, will create, as may be
perfected by such filings and recordation, a perfected security interest in the
United States trademarks and patents covered by the Security Agreement, and the
recordation of the Grant of Security Interest in U.S. Copyrights in the form
attached to the Security Agreement with the United States Copyright Office,
together with filings on Form UCC-1 made pursuant to the Security Agreement,
will create, as may be perfected by such filings and recordation, a perfected
security interest in the United States copyrights covered by the Security
Agreement.

            (b)     The security interests created in favor of the Collateral
Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge
Agreement constitute perfected security interests in the Pledge Agreement
Collateral described in the Pledge Agreement, subject to no security interests
of any other Person except non-consensual Liens which constitute Permitted Liens
and are junior in priority to the Liens and security interests created by the
Pledge Agreement. No filings or recordings are required in order to perfect (or
maintain the perfection


                                       38

<PAGE>

or priority of) the security interests created in the Pledge Agreement
Collateral under the Pledge Agreement other than with respect to that portion of
the Pledge Agreement Collateral constituting a "general intangible" under the
UCC.

            (c)     Each Mortgage creates, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and mortgage lien on the respective Mortgaged Property in favor of
the Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors, superior and prior to the
rights of all third Persons (except that the security interest and mortgage lien
created on such Mortgaged Property may be subject to the Permitted Encumbrances
related thereto) and subject to no other Liens (other than Permitted Liens
related thereto).

            7.12 PROPERTIES. (a) All Real Property owned or leased by the
Borrower and each of its Subsidiaries as of the Initial Borrowing Date, and the
nature of the interest therein, is correctly set forth in Part C of Schedule IV.
Each of the Borrower and each of its Subsidiaries has good and marketable title
to all material properties owned by it, including all material property
reflected in the most recent historical balance sheets referred to in Section
7.05(a) (except as sold or otherwise disposed of since the date of such balance
sheet in the ordinary course of business or as permitted by the terms of this
Agreement), free and clear of all Liens, other than Permitted Liens.

            (b)     The fair market value (as determined in good faith by the
Borrower) of each Real Property owned by the Borrower and its Subsidiaries as of
the Initial Borrowing Date and set forth in Part A of Schedule IV is set forth
opposite such Real Property listed in Part A of Schedule IV, and no other Real
Property owned by the Borrower or any of its Subsidiaries as of the Initial
Borrowing Date has a fair market value (as determined in good faith by the
Borrower) in excess of $500,000 (other than such Real Property located in the
State of Kentucky).

            7.13 CAPITALIZATION. (a) On the Effective Date, the authorized
capital of the Borrower consists of (i) 25,000,000 shares of common stock,
$1.66-2/3 par value per share, of which 11,484,707 shares are issued and
outstanding and 225,824 of which are issued and held in treasury and (ii)
500,000 shares of blank check preferred stock, none of which shares shall be
issued and outstanding. All outstanding shares of capital stock of the Borrower
have been duly and validly issued and are fully paid and non-assessable. The
Borrower does not have outstanding any capital stock or other securities
convertible into or exchangeable for its capital stock or any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock, except
(i) for options or warrants to purchase shares of the Borrower's common stock
which may be issued from time to time pursuant to any employee and/or director
equity-based compensation plan and (ii) capital contributions which may be
requested by the Majority Interest (as defined in the respective Hinky Dinky
Operating Agreement) pursuant to any Hinky Dinky Operating Agreement.

            7.14 SUBSIDIARIES. As of the Initial Borrowing Date, the Borrower
has no Subsidiaries other than those Subsidiaries listed on Schedule V. Schedule
V correctly sets forth,


                                       39

<PAGE>

as of the Initial Borrowing Date, the percentage ownership (direct or indirect)
of the Borrower in each class of capital stock or other equity of its
Subsidiaries and also identifies the direct owner thereof.

            7.15 COMPLIANCE WITH STATUTES, ETC. Each of the Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including, without limitation, applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

            7.16 INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

            7.17 PUBLIC UTILITY HOLDINGS COMPANY ACT. Neither the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility
Holdings Company Act of 1935, as amended.

            7.18 ENVIRONMENTAL MATTERS. (a) Each of the Borrower and each of its
Subsidiaries is in compliance with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws. There are no
pending or, to the knowledge of the Borrower, threatened Environmental Claims
against the Borrower or any of its Subsidiaries or any Real Property at any time
owned, leased or operated by the Borrower or any of its Subsidiaries. There are
no facts, circumstances, conditions or occurrences with respect to the business
or operations of the Borrower or any of its Subsidiaries, or any Real Property
at any time owned, leased or operated by the Borrower or any of its Subsidiaries
or, to the knowledge of the Borrower, any property adjoining or adjacent to any
such Real Property that could be reasonably expected (i) to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any Real
Property owned, leased or operated by the Borrower or any of its Subsidiaries or
(ii) to cause any Real Property owned, leased or operated by the Borrower or any
of its Subsidiaries to be subject to any restrictions on the ownership, lease,
occupancy or transferability of such Real Property by the Borrower or any of its
Subsidiaries under any applicable Environmental Law.

            (b)     Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, or Released on or from,
any Real Property at any time owned, leased or operated by the Borrower or any
of its Subsidiaries or to the knowledge of the Borrower, any property adjoining
or adjacent to any such Real Property, where such generation, use, treatment,
storage, transportation or Release has violated or could be reasonably expected
to violate any applicable Environmental Law or give rise to an Environmental
Claim.

            (c)     Notwithstanding anything to the contrary in this Section
7.18, the representations and warranties made in this Section 7.18 shall not be
untrue unless the effect of


                                       40

<PAGE>

any or all conditions, violations, claims, restrictions, failures and
noncompliances of the types described above could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            7.19 LABOR RELATIONS. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against the
Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower,
threatened against any of them, before the National Labor Relations Board, and
no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, threatened against any of
them, (ii) no strike, labor dispute, slowdown or stoppage pending against the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries and (iii) no union
representation question in existence with respect to the employees of the
Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a Material Adverse
Effect.

            7.20 INTELLECTUAL PROPERTY, ETC. Each of the Borrower and each of
its Subsidiaries owns or has the right to use all the patents, trademarks,
permits, domain names, service marks, trade names, copyrights, licenses,
franchises, inventions, trade secrets, proprietary information and know-how of
any type, whether or not written (including, but not limited to, rights in
computer programs and databases) and formulas, or rights with respect to the
foregoing, and has obtained assignments of all leases, licenses and other rights
of whatever nature, necessary for the present conduct of its business, without
any known conflict with the rights of others which, or the failure to obtain
which, as the case may be, could reasonably be expected, either individually or
in the aggregate, to have a Material Adverse Effect.

            7.21 INDEBTEDNESS. Schedule VI sets forth a true and complete list
of all Indebtedness (including Contingent Obligations) of the Borrower and its
Subsidiaries as of the Initial Borrowing Date and which is to remain outstanding
after the transactions contemplated hereby (excluding the Existing Senior
Subordinated Notes, Indebtedness under the Receivables Facility, the Loans and
the Letters of Credit, the "Existing Indebtedness"), in each case showing the
aggregate principal amount thereof and the name of the respective borrower and
lender and any Credit Party or any of its Subsidiaries which directly or
indirectly guarantees such debt.

            7.22 INSURANCE. Schedule VII sets forth a true and complete listing
of all insurance maintained by the Borrower and its Subsidiaries as of the
Initial Borrowing Date, with the amounts insured (and any deductibles) set forth
therein.

            7.23 SUBORDINATION: DESIGNATION OF THE CREDIT DOCUMENTS AS
"DESIGNATED SENIOR INDEBTEDNESS"; ETC. (a) The subordination provisions
contained in the Existing Senior Subordinated Note Documents are enforceable
against the Borrower, the Subsidiary Guarantors and the holders of the Existing
Senior Subordinated Notes, and all Obligations hereunder and in the other Credit
Documents are within the definitions of "Designated Senior Indebtedness" and


                                       41

<PAGE>

"Senior Indebtedness" included in such subordination provisions. In addition,
the Borrower hereby designates this Agreement and each of the other Credit
Documents (and all Obligations hereunder and thereunder) as "Designated Senior
Indebtedness" for the purposes of the definition of "Designated Senior
Indebtedness" contained in the Existing Senior Subordinated Note Indenture, with
all such Credit Documents (and all Obligations thereunder) to be afforded the
benefit of the subordination provisions contained in the Existing Senior
Subordinated Note Indenture and the other Existing Senior Subordinated Note
Documents.

            (b)     All incurrences of Loans and the issuance of all Letters of
Credit as permitted under this Agreement are, and when incurred or issued will
be, permitted under (and shall give rise to no breach or violation of) the
Existing Senior Subordinated Note Indenture. On the Initial Borrowing Date, and
immediately before giving effect to the repayment of all amounts outstanding
pursuant to the Existing Credit Agreement in accordance with the requirements of
Section 5.05, the aggregate principal amount of outstanding Indebtedness under
the Existing Credit Agreement PLUS the total unutilized commitments thereunder
is $350,000,000.

            SECTION 8. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case together with interest thereon), Fees and all other Obligations
(other than indemnities described in Section 13.13 which are not then due and
payable) incurred hereunder and thereunder, are paid in full:

            8.01 INFORMATION COVENANTS. The Borrower will furnish to each
Lender:

            (a) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the close
of each of the first three quarterly accounting periods in each fiscal year of
the Borrower, (i) the consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such quarterly accounting period, (ii) the related
consolidated statements of income and retained earnings and statement of cash
flows for such quarterly accounting period and for the elapsed portion of the
fiscal year ended with the last day of such quarterly accounting period, (iii)
statements of the Borrower's and its Subsidiaries' consolidated and
consolidating revenues, profits and Consolidated EBITDA for each of its
operating segments (i.e., food distribution, MDV and retail segments), in each
case, for such quarterly accounting period and for the elapsed portion of the
fiscal year ended with the last day of such quarterly accounting period and (iv)
a schedule containing a summary of same store sales growth (expressed as a
percentage) for such quarterly accounting period and for the elapsed portion of
the fiscal year ended with the last day of such quarterly accounting period, in
each case in respect of preceding clauses (i), (ii), (iii) and (iv) setting
forth comparative figures for the corresponding quarterly accounting period in
the prior fiscal year and, except in respect of preceding clause (iv),
comparable budgeted figures for such quarterly accounting period as set forth in
the respective budget delivered pursuant to Section 8.01(d), all of which shall
be certified by the chief financial officer of the Borrower that they fairly
present in all material respects in accordance with generally accepted
accounting principles the financial condition of the Borrower and its
Subsidiaries as of the dates indicated and the results of their operations for
the periods indicated, subject to normal year-end audit adjustments and the


                                       42

<PAGE>

absence of footnotes, and (v) management's discussion and analysis of the
important operational and financial developments during such quarterly
accounting period.

            (b) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of
each fiscal year of the Borrower (i) the consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and statement of cash
flows for such fiscal year setting forth comparative figures for the preceding
fiscal year and certified by Ernst & Young LLP or such other independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, together with a report of such
accounting firm stating that in the course of its regular audit of the financial
statements of the Borrower and its Subsidiaries, which audit was conducted in
accordance with generally accepted auditing standards, such accounting firm
obtained no knowledge of any Default or any Event of Default which has occurred
and is continuing or, if in the opinion of such accounting firm such a Default
or an Event of Default has occurred and is continuing, a statement as to the
nature thereof, (ii) statements of the Borrower's and its Subsidiaries'
consolidated and consolidating revenues, profits and Consolidated EBITDA for
each of its operating segments (i.e., food distribution, MDV and retail
segments) for such fiscal year and setting forth comparative figures for the
preceding fiscal year, (iii) a schedule containing a summary of same store sales
growth (expressed as a percentage) for such fiscal year and setting forth
comparative figures for the preceding fiscal year, and (iv) management's
discussion and analysis of the important operational and financial developments
during such fiscal year.

            (c) MANAGEMENT LETTERS. Promptly after the Borrower's or any of its
Subsidiaries' receipt thereof, a copy of any final "management letter" received
from its certified public accountants and management's response thereto.

            (d) BUDGETS. No later than five days following the approval thereof
by the Board of Directors of the Borrower, but in any event no later than 60
days following the first day of each fiscal year of the Borrower (commencing
with its fiscal year commencing on or about January 1, 2001), a budget in form
reasonably satisfactory to the Administrative Agent (including budgeted
statements of income, sources and uses of cash and balance sheets for the
Borrower and its Subsidiaries on a consolidated basis prepared by the Borrower
(i) for each quarter of such fiscal year prepared in detail and (ii) for the
five immediately succeeding fiscal years prepared in summary form, in each case
setting forth, with appropriate discussion, the principal assumptions upon which
such budgets are based.

            (e) OFFICER'S CERTIFICATES, ETC. (I) At the time of the delivery of
the financial statements provided for in Sections 8.01(a) and (b), a compliance
certificate from the chief financial officer of the Borrower in the form of
Exhibit K certifying on behalf of the Borrower that, to the best of such
officer's knowledge after due inquiry, no Default or Event of Default has
occurred and is continuing or, if any Default or any Event of Default has
occurred and is continuing, specifying the nature and extent thereof, which
certificate shall (i) set forth in reasonable detail the calculations required
to establish whether the Borrower and its Subsidiaries were in compliance with
the provisions of Sections 4.02(c), 4.02(e), 9.01 through 9.05, inclusive,


                                       43

<PAGE>

and 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as
the case may be, (ii) certify (A) that there have been no changes to Annexes A
through F of the Security Agreement and Annexes A through F of the Pledge
Agreement, in each case since the Initial Borrowing Date or, if later, since the
date of the most recent certificate delivered pursuant to this Section 8.01(e),
or (B) if there have been any such changes, a list in reasonable detail of such
changes and a certification that the Borrower and its Subsidiaries have taken
all action required by the relevant Security Documents as may be necessary as a
result of such changes so that all security interests purported to be created
pursuant to such Security Documents continue to be fully perfected (to the
extent required by the Security Documents), (iii) set forth a schedule of all
loans and advances made by the Borrower and its Subsidiaries to their respective
customers pursuant to Section 9.04(xii) or otherwise described in Schedule VI
and which are outstanding at the end of the fiscal quarter of the year, as the
case may be, in respect of which such financial statements are then being
delivered, which schedule shall set forth for each such loan or advance (w) the
amount of such loan or advance, (x) the obligee in respect thereto, (y) each
guarantor, if any, of the obligations thereunder and (z) any and all assets
pledged to any Credit Party as security for the repayment of such loan or
advance; and (iv) in the event that any assets pledged as described in preceding
clause (iii)(z) consist of Notes, Instruments and/or Certificated Securities (in
each case, as defined in the Pledge Agreement), certify that the Borrower and
the other Credit Parties have pledged, and delivered for pledge, all such Notes,
Instruments and Certificated Securities to the Collateral Agent for the benefit
of the Secured Creditors, in each case to the extent required by the Pledge
Agreement.

            (II)    Within five days following the end of each calendar month, a
schedule setting forth (x) any and all Real Property in which the Borrower or
any of its Subsidiaries has acquired a fee interest during the immediately
preceding calendar month and any and all new retail stores opened by the
Borrower or any of its Subsidiaries during the immediately preceding month and
located on Real Property owned by the Borrower or one of its Subsidiaries, and
(y) the fair market value (as determined by the Borrower in good faith) of each
such Real Property so acquired or on which such newly opened retail store is
located.

            (f) NOTICE OF DEFAULT, LITIGATION AND MATERIAL ADVERSE EFFECT.
Promptly, and in any event within three Business Days after any officer of the
Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or an Event of Default, (ii)
any litigation or governmental investigation or proceeding pending against the
Borrower or any of its Subsidiaries (x) which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect or (y)
with respect to any Credit Document, or (iii) any other event, change or
circumstance that has had, or could reasonably be expected to have, a Material
Adverse Effect.

            (g) OTHER REPORTS AND FILINGS. Promptly after the filing or delivery
thereof, copies of all financial information, proxy materials and reports, if
any, which the Borrower or any of its Subsidiaries shall publicly file with the
Securities and Exchange Commission or any successor thereto (the "SEC") or
deliver to holders (or any trustee, agent or other representative therefor) of
its Indebtedness pursuant to the terms of the documentation governing such
Indebtedness.


                                       44

<PAGE>


            (h) ENVIRONMENTAL MATTERS. Promptly after any officer of the
Borrower or any of its Subsidiaries obtains knowledge thereof, notice of one or
more of the following environmental matters to the extent that such
environmental matters, either individually or when aggregated with all other
such environmental matters, could reasonably be expected to have a Material
Adverse Effect:

            (i)     any pending or threatened Environmental Claim against the
      Borrower or any of its Subsidiaries or any Real Property owned, leased or
      operated by the Borrower or any of its Subsidiaries;

            (ii)    any condition or occurrence on or arising from any Real
      Property owned, leased or operated by the Borrower or any of its
      Subsidiaries that (a) results in noncompliance by the Borrower or any of
      its Subsidiaries with any applicable Environmental Law or (b) could
      reasonably be expected to form the basis of an Environmental Claim against
      the Borrower or any of its Subsidiaries or any such Real Property;

            (iii)   any condition or occurrence on any Real Property owned,
      leased or operated by the Borrower or any of its Subsidiaries that could
      reasonably be expected to cause such Real Property to be subject to any
      restrictions on the ownership, lease, occupancy, use or transferability by
      the Borrower or any of its Subsidiaries of such Real Property under any
      Environmental Law; and

            (iv)    the taking of any removal or remedial action in response to
      the actual or alleged presence of any Hazardous Material on any Real
      Property owned, leased or operated by the Borrower or any of its
      Subsidiaries as required by any Environmental Law or any governmental or
      other administrative agency; PROVIDED that in any event the Borrower shall
      deliver to each Lender all notices received by the Borrower or any of its
      Subsidiaries from any government or governmental agency under, or pursuant
      to, CERCLA which identify the Borrower or any of its Subsidiaries as
      potentially responsible parties for remediation costs or which otherwise
      notify the Borrower or any of its Subsidiaries of potential liability
      under CERCLA.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and the
Borrower's or such Subsidiary's response thereto.

            (i) NOTICE OF DEFAULT UNDER CERTAIN LEASES. To the extent the
Borrower shall not have delivered a fully executed landlord waiver for any Real
Property set forth on Part B of Schedule IV, the Borrower shall promptly notify
the Administrative Agent of the occurrence of any default by the Borrower or any
of its Subsidiaries of any obligations as tenant under such Real Property.

            (j) OTHER INFORMATION. From time to time, such other information or
documents (financial or otherwise) with respect to the Borrower or any of its
Subsidiaries as any Agent or any Lender may reasonably request.


                                       45


<PAGE>

            8.02 BOOKS, RECORDS AND INSPECTIONS; ANNUAL MEETINGS. (a) The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and accounts in which full, true and correct entries in conformity with
generally accepted accounting principles and all requirements of law shall be
made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of its Subsidiaries to,
permit officers and designated representatives of any Agent or the Required
Lenders to visit and inspect, under guidance of officers of the Borrower or such
Subsidiary, any of the properties of the Borrower or such Subsidiary, and to
examine the books of account of the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
all upon reasonable prior notice and at such reasonable times and intervals and
to such reasonable extent as such Agent or the Required Lenders may reasonably
request.

            (b)     At a date to be mutually agreed upon between the
Administrative Agent and the Borrower occurring on or prior to the 120th day
after the close of each fiscal year of the Borrower, the Borrower will, at the
request of the Administrative Agent, hold a meeting with all of the Lenders
which are available to attend such meeting (either in person or by
teleconference or other similar means), at which meeting will be reviewed the
financial results of the Borrower and its Subsidiaries for the previous fiscal
year and the budgets presented for the then current fiscal year of the Borrower.

            8.03 INSURANCE. (a) The Borrower will, and will cause each of its
Subsidiaries to (i) maintain, with financially sound and reputable insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as is consistent and in accordance with industry practice and
(ii) furnish to the Administrative Agent and each of the Lenders, upon request,
full information as to the insurance carried. In addition to the requirements of
the immediately preceding sentence, the Borrower will at all times cause
insurance of the types described in Schedule VII to be maintained (with the same
scope of coverage as that described in Schedule VII) at levels which are
consistent with its practices immediately before the Initial Borrowing Date, or
in such other form, smaller scope and/or lesser amount as may be acceptable to
the Administrative Agent. Such insurance shall include physical damage insurance
on all real and personal property (whether now owned or hereafter acquired) on
an all risk basis and business interruption insurance. The provisions of this
Section 8.03 shall be deemed supplemental to, but not duplicative of, the
provisions of any Security Documents that require the maintenance of insurance.

            (b)     The Borrower will, and will cause each Subsidiary Guarantor
to, at all times keep the respective property of the Borrower and each
Subsidiary Guarantor insured in favor of the Collateral Agent, and all policies
or certificates with respect to such insurance (and any other insurance
maintained by, or on behalf of, the Borrower or any Subsidiary Guarantor) (i)
shall be endorsed to the Collateral Agent's satisfaction for the benefit of the
Collateral Agent (including, without limitation, by naming the Collateral Agent
as certificate holder, mortgagee and loss payee with respect to real property,
certificate holder and loss payee with respect to personal property, additional
insured with respect to general liability and umbrella liability coverage and
certificate holder with respect to workers' compensation insurance), (ii) shall
state


                                       46


<PAGE>

that such insurance policies shall not be canceled or materially changed
without at least 30 days' prior written notice thereof by the respective insurer
to the Collateral Agent and (iii) shall be deposited with the Collateral Agent
(or copies thereof shall be deposited with the Collateral Agent).

            (c)     If the Borrower or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if the Borrower
or any of its Subsidiaries shall fail to so name the Collateral Agent as an
additional insured, mortgagee or loss payee, as the case may be, or so deposit
all certificates (or copies thereof) with respect thereto, the Administrative
Agent and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon five Business Days notice to the Borrower, to procure such
insurance and take any such other aforementioned action, and the Credit Parties
agree jointly and severally to reimburse the Administrative Agent or the
Collateral Agent, as the case may be, for all costs and expenses of procuring
such insurance and taking any such other aforementioned action.

            8.04 EXISTENCE; FRANCHISES. The Borrower will, and will cause each
of its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses, permits, copyrights, trademarks and patents; PROVIDED,
HOWEVER, that nothing in this Section 8.04 shall prevent (i) sales of assets and
other transactions by the Borrower or any of its Subsidiaries in accordance with
Section 9.02 or (ii) the withdrawal by the Borrower or any of its Subsidiaries
of its qualification as a foreign corporation, partnership or limited liability
company, as the case may be, in any jurisdiction where such withdrawal could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

            8.05 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

            8.06 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) The Borrower will
comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws and permits applicable to, or required by, the ownership,
lease or use of its Real Property now or hereafter owned, leased or operated by
the Borrower or any of its Subsidiaries, except such noncompliances as could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, and will promptly pay or cause to be paid all costs and
expenses incurred in connection with such compliance, and will keep or cause to
be kept all such Real Property free and clear of any Liens imposed pursuant to
such Environmental Laws. Neither the Borrower nor any of its Subsidiaries will
generate, use, treat, store, Release or dispose of, or permit the generation,
use, treatment, storage, Release or disposal of Hazardous Materials on any Real
Property now or hereafter owned, leased or operated by the Borrower or any of
its Subsidiaries, or transport or permit the transportation of Hazardous
Materials to or from any such


                                       47


<PAGE>

Real Property, except for Hazardous Materials generated, used, treated, stored,
Released or disposed of at any such Real Properties in compliance in all
material respects with all applicable Environmental Laws and as required in
connection with the normal operation, use and maintenance of the business or
operations of the Borrower or any of its Subsidiaries.

            (b)     (i) After the receipt by the Administrative Agent or any
Lender of any notice of the type described in Section 8.01(i), (ii) at any time
that the Borrower or any of its Subsidiaries are not in compliance with Section
8.06(a) or (iii) at any time when an Event of Default is in existence, the
Borrower will provide, at its sole expense and at the request of the
Administrative Agent or the Required Lenders, an environmental site assessment
report concerning (x) in the case of preceding clauses (i) and (ii), the
specific parcel of Real Property referenced in such notice or the subject of
such non-compliance and (y) in the case of preceding clause (iii), any Real
Property owned, leased or operated by the Borrower or any of its Subsidiaries,
prepared by an environmental consulting firm reasonably approved by the
Administrative Agent, indicating the presence or absence of Hazardous Materials
and the potential cost of any removal or remedial action in connection with such
Hazardous Materials on such Real Property. If the Borrower fails to provide the
same within 30 days after such request was made, the Administrative Agent or
Required Lenders, as the case may be, may order the same, the cost of which
shall be borne by the Borrower, and the Borrower shall grant and hereby grants
to the Administrative Agent and the Lenders and their respective agents access
to such Real Property and specifically grants the Administrative Agent and the
Lenders an irrevocable non-exclusive license, subject to the rights of tenants,
to undertake such an assessment at any reasonable time upon reasonable notice to
the Borrower, all at the sole expense of the Borrower.

            8.07 ERISA. As soon as possible and, in any event, within ten (10)
days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Borrower will deliver to each of the Lenders a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given or filed by the Borrower, such Subsidiary, the
Plan administrator or such ERISA Affiliate to or with the PBGC or any other
governmental agency, or a Plan participant and any notices received by the
Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other
government agency, or a Plan participant with respect thereto: that a Reportable
Event has occurred (except to the extent that the Borrower has previously
delivered to the Lenders a certificate and notices (if any) concerning such
event pursuant to the next clause hereof); that a contributing sponsor (as
defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
is subject to the advance reporting requirement of PBGC Regulation Section
4043.61 (without regard to subparagraph (b)(1) thereof), and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
4043 is reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, has been incurred or an
application may be or has been made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required


                                       48


<PAGE>

to be made with respect to a Plan subject to Title IV of ERISA or Section 412 of
the Code or Section 302 of ERISA or Foreign Pension Plan has not been timely
made (for this purpose, any quarterly contribution pursuant to Section 412(m) of
the Code or Section 302(e) of ERISA that is made within 30 days after the date
on which it is due will be deemed to have been timely made); that a Plan has
been or is reasonably expected to be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA; that a Plan (other than any Plan
that is a multiemployer plan) has an Unfunded Current Liability which, when
added to the aggregate amount of Unfunded Current Liabilities with respect to
all other Plans, could reasonably be expected to have a Material Adverse Effect;
that proceedings may be or have been or are reasonably expected to be instituted
pursuant to Section 4042 of ERISA to terminate or appoint a trustee to
administer a Plan which is subject to Title IV of ERISA; that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; or that the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate would reasonably be expected to incur any liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section
401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of
ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or
that the Borrower or any Subsidiary of the Borrower may incur any liability for
retiree benefits pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by the severance pay Plans of the
Borrower or any of its Subsidiaries or Section 601 of ERISA) that could
reasonably be expected to result in a Material Adverse Effect. The Borrower will
deliver to each of the Lenders copies of any records, documents or other
information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. At the request of any Lender, the Borrower will also
deliver to such Lender a complete copy of the annual report (on Internal Revenue
Service Form 5500-series) of each Plan (including, to the extent required, the
related financial and actuarial statements and opinions and other supporting
statements, certifications, schedules and information) required to be filed with
the Internal Revenue Service. In addition to any certificates or notices
delivered to the Lenders pursuant to the first sentence hereof, copies of annual
reports and any records, documents or other information required to be furnished
to the PBGC, and any material notices received by the Borrower, any Subsidiary
of the Borrower or any ERISA Affiliate from any governmental agency with respect
to any Plan or Foreign Pension Plan or received from any governmental agency or
plan administrator or sponsor or trustee with respect to any multiemployer plan
(as defined in Section 4001(a)(3) of ERISA), shall be delivered to the Lenders
no later than ten (10) days after the date such records, documents and/or
information has been furnished to the PBGC or any other governmental agency or
such notice has been received by the Borrower, the respective Subsidiary or the
ERISA Affiliate, as applicable. The Borrower and each of its applicable
Subsidiaries shall ensure that all Foreign Pension Plans administered by it or
into which it makes payments obtains or retains (as applicable) registered
status under and as required by applicable law and is administered in a timely
manner in all respects in compliance with all applicable laws except where the
failure to do any of the foregoing could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


                                       49


<PAGE>

            8.08 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will cause
(i) each of its, and each of its Subsidiaries', fiscal years to end on the
Saturday closest to December 31 of each year and (ii) each of its, and each of
its Subsidiaries', fiscal quarters to end on dates consistent with such fiscal
year ends and the practices of the Borrower prior to the Effective Date.

            8.09 PERFORMANCE OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement, loan agreement or credit agreement
and each other material agreement, contract or instrument by which it is bound,
except such non-performances as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            8.10 PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims for sums that have become due and payable which,
if unpaid, might become a Lien or charge upon any properties of the Borrower or
any of its Subsidiaries not otherwise permitted under Section 9.01(i); PROVIDED
that neither the Borrower nor any of its Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with generally accepted accounting principles.

            8.11 USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans only as provided in Section 7.08.

            8.12 ADDITIONAL SECURITY; FURTHER ASSURANCES; ETC. (a) The Borrower
will, and will cause each of the other Credit Parties to, grant to the
Collateral Agent for the benefit of the Secured Creditors security interests and
Mortgages in such assets and properties of the Borrower and the other Credit
Parties as are not covered by the original Security Documents and as may be
reasonably requested from time to time by the Administrative Agent or the
Required Lenders (collectively, the "Additional Security Documents"). All such
security interests and Mortgages shall be granted pursuant to documentation
reasonably satisfactory in form and substance to the Administrative Agent and
shall constitute valid and enforceable perfected security interests and
Mortgages superior to and prior to the rights of all third Persons and subject
to no other Liens except for Permitted Liens. The Additional Security Documents
or instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Additional Security Documents and all taxes, fees and other
charges payable in connection therewith shall have been paid in full.

            (b)     The Borrower will, and will cause each of its Subsidiaries
to, at the expense of the Borrower, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney,


                                       50


<PAGE>

certificates, real property surveys, reports, landlord waivers and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security Documents as the Collateral Agent may reasonably
require. Furthermore, the Borrower will, and will cause the other Credit Parties
to, deliver to the Collateral Agent such opinions of counsel, title insurance
and other related documents as may be reasonably requested by the Administrative
Agent to assure itself that the Borrower and its Subsidiaries have complied with
this Section 8.12.

            (c)     If the Administrative Agent or the Required Lenders
reasonably determine that they are required by law or regulation to have
appraisals prepared in respect of the Real Property of the Borrower and its
Subsidiaries constituting Collateral, the Borrower will, at its own expense,
provide to the Administrative Agent appraisals which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which
appraisals shall otherwise be in form and substance reasonably satisfactory to
the Administrative Agent.

            (d)     Notwithstanding anything to the contrary contained above in
this Section 8.12, the Receivables Subsidiary shall not be required to execute
or deliver any Credit Documents, although all equity interests in the
Receivables Subsidiary owned by any Credit Party shall be required to be pledged
pursuant to the Pledge Agreement.

            (e)     Each of the Borrower, each Agent and each Lender acknowledge
and agree that on the Initial Borrowing Date no action has been taken to perfect
the security interests created pursuant to the Security Agreement in the
Borrower's and its Subsidiaries' motor vehicles, tractors or trailers (except to
the extent that such perfection would occur under relevant State law as a result
of the filing of forms UCC-1 (or the appropriate equivalent) under relevant
State law), provided that upon the written request of the Administrative Agent
or the Required Lenders at any time thereafter, the Borrower will, and will
cause each of the other Credit Parties to, take, at their expense, all action
(including, without limitation, notations on certificates of title under
applicable State law) as may be necessary or, in the reasonable opinion of the
Collateral Agent, desirable to perfect such security interests in such motor
vehicles, tractors and/or trailers such that all such security interests are
perfected within 60 days (or such later date as may be agreed to by the
Administrative Agent or the Required Lenders, as the case may be, in its or
their sole discretion) following the date of such written request.

            (f)     Notwithstanding anything to the contrary contained above in
Section 8.12, no Foreign Subsidiary of the Borrower shall be required to enter
into any pledge agreement, security agreement or guaranty described in this
Section 8.12 except as required by such Section 8.13.

            (g)     Within 60 days following the acquisition of a fee interest
in Real Property by, or the opening of a new retail store located on any Real
Property (other than any Real Property located in the State of Kentucky) owned
by, the Borrower or any Subsidiary Guarantor, in either case having a fair
market value equal to or greater than $500,000, the Borrower will, or cause the
respective Subsidiary Guarantor to, grant to the Collateral Agent for the
benefit of the Secured Creditors, a Mortgage on any such Real Property. All such
Mortgages shall be granted


                                       51


<PAGE>

pursuant to documentation reasonably satisfactory in form and substance to the
Collateral Agent and shall constitute a valid and enforceable perfected mortgage
Lien on the respective Real Property superior to and prior to the rights of all
third Persons and subject to no other Liens except for Permitted Liens. Such
Mortgages and all instruments related thereto shall have been duly recorded or
filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to such Mortgages and all taxes, fees and other
charges payable in connection therewith shall have been paid in full.

            (h)     Within 60 days following the repayment of the respective
Indebtedness secured by the relevant Real Property designated on Schedule IV
Part C as a "Real Property Subject to an Existing Third-Party Mortgage Lien" and
the release of such mortgage Lien, the Borrower will, or cause the respective
Subsidiary Guarantor to, grant to the Collateral Agent for the benefit of the
Secured Creditors, a Mortgage on any such Real Property. All such Mortgages
shall be granted pursuant to documentation reasonably satisfactory in form and
substance to the Collateral Agent and shall constitute a valid and enforceable
perfected mortgage Lien on the respective Real Property superior to and prior to
the rights of all third Persons and subject to no other Liens except for
Permitted Liens. Such Mortgages and all instruments related thereto shall have
been duly recorded or filed in such manner and in such places as are required by
law to establish, perfect, preserve and protect the Liens in favor of the
Collateral Agent required to be granted pursuant to such Mortgages and all
taxes, fees and other charges payable in connection therewith shall have been
paid in full.

            (i)     The Borrower shall use reasonable commercial efforts to
obtain consents, from the respective mortgagee of each Real Property designated
on Schedule IV Part C as a "Real Property Subject to an Existing Third-Party
Mortgage" where the underlying fair market value of such Real Property
(calculated based on the tax assessed value thereof) is in excess of the
Indebtedness (in each case as of the Initial Borrowing Date) secured thereby, to
place a second mortgage Lien on such Real Property, and, within 60 days
following the date any such consent is obtained, the Borrower will, or cause the
respective Subsidiary Guarantor to, grant to the Collateral Agent for the
benefit of the Secured Creditors, a Mortgage on any such Real Property providing
for second Lien on such Real Property. All such Mortgages shall be granted
pursuant to documentation reasonably satisfactory in form and substance to the
Collateral Agent and shall constitute a valid and enforceable perfected second
mortgage Lien on the respective Real Property. Such Mortgages and all
instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent required to be granted
pursuant to such Mortgages and all taxes, fees and other charges payable in
connection therewith shall have been paid in full.

            (j)     The Borrower agrees that each action required by clauses (a)
through (c) of this Section 8.12 shall be completed as soon as possible, but in
no event later than 60 days after such action is requested to be taken by the
Administrative Agent or the Required Lenders; PROVIDED that, in no event will
the Borrower or any of its Subsidiaries be required to take any


                                       52


<PAGE>

action, other than using commercially reasonable efforts, to obtain consents or
waivers from third parties with respect to its compliance with this Section
8.12.

            8.13 FOREIGN SUBSIDIARIES SECURITY. If, following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, the Borrower
does not within 30 days after a request from the Administrative Agent or the
Required Lenders deliver evidence, in form and substance reasonably satisfactory
to the Administrative Agent, with respect to any Foreign Subsidiary of the
Borrower which has not already had all of its stock pledged pursuant to the
Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined
voting power of all classes of capital stock of such Foreign Subsidiary entitled
to vote, (ii) the entering into by such Foreign Subsidiary of a security
agreement in substantially the form of the Security Agreement and (iii) the
entering into by such Foreign Subsidiary of a guaranty in substantially the form
of the Subsidiaries Guaranty, in any such case could reasonably be expected to
cause any undistributed earnings of such Foreign Subsidiary as determined for
Federal income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent for Federal income tax purposes, then in the
case of a failure to deliver the evidence described in clause (i) above, that
portion of such Foreign Subsidiary's outstanding capital stock not theretofore
pledged pursuant to the Pledge Agreement shall be promptly pledged to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence described in
clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver
the Security Agreement and Pledge Agreement (or another security agreement or
pledge agreement in substantially similar form, if needed), granting the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of such Foreign Subsidiary's assets and securing the obligations of the
Borrower under the Credit Documents and under any Interest Rate Protection
Agreement or Other Hedging Agreement entered into with a Secured Creditor and,
in the event the Subsidiaries Guaranty shall have been executed by such Foreign
Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the
case of a failure to deliver the evidence described in clause (iii) above, such
Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty
(or another guaranty in substantially similar form, if needed), guaranteeing the
obligations of the Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement entered into with a Secured
Creditor, in each case to the extent that the entering into of the Security
Agreement, Pledge Agreement or Subsidiaries Guaranty is permitted by the laws of
the respective foreign jurisdiction and with all documents delivered pursuant to
this Section 8.13 to be in form and substance reasonably satisfactory to the
Administrative Agent.

            8.14 PERMITTED ACQUISITIONS. (a) Subject to the provisions of this
Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and the Subsidiary Guarantors may from time to time
effect Permitted Acquisitions, so long as (in each case except to the extent the
Required Lenders otherwise specifically agree in writing in advance of the
specific Permitted Acquisition): (i) no Default or Event of Default shall have
occurred and be continuing at the time of the consummation of the proposed
Permitted Acquisition or immediately after giving effect thereto; (ii) the
Borrower shall have given to the Administrative


                                       53


<PAGE>

Agent at least 10 Business Days' prior written notice of any Permitted
Acquisition, which notice shall describe in reasonable detail the principal
terms and conditions of such Permitted Acquisition; (iii) calculations are made
by the Borrower showing compliance with the financial covenants contained in
Sections 9.08, 9.09, 9.10 and 9.11 for the respective Calculation Period on a
PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other
Permitted Acquisitions theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period;
(iv) based on good faith projections prepared by the Borrower for the period
from the date of the consummation of the respective Permitted Acquisition to the
date which is one year thereafter, the level of financial performance measured
by the financial covenants set forth in Sections 9.08, 9.09, 9.10 and 9.11 shall
be better than or equal to such level as would be required to provide that no
Default or Event of Default would exist under the financial covenants contained
in such Sections 9.08, 9.09, 9.10 and 9.11 as compliance with such financial
covenants would be required through the date which is one year from the date of
the consummation of the respective Permitted Acquisition; (v) all
representations and warranties contained herein and in the other Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of such Permitted Acquisition (both before and after giving effect
thereto), unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date; (vi) the aggregate consideration (including,
for this purpose, (x) the aggregate amount paid and reasonably expected to be
paid (based on good faith projections prepared by the Borrower) on or prior to
the Maturity Date pursuant to any earn-out, non-compete, consulting or deferred
compensation or purchase price adjustments or similar arrangements and (y) any
Indebtedness assumed, incurred or issued in connection therewith, but excluding
any common stock of the Borrower or Qualified Preferred Stock issued as part of
such consideration) for all Permitted Acquisitions consummated during any fiscal
year of the Borrower shall not exceed $50,000,000 (or, if the Borrower's
Leverage Ratio for the respective Calculation Period as determined on a PRO
FORMA Basis as if the respective Permitted Acquisition (and all other Permitted
Acquisitions consummated during the relevant Calculation Period) had occurred on
the first day of such Calculation Period is less than 2.00:1.00, $75,000,000);
(vii) neither the Borrower nor any of its Subsidiaries shall incur or assume any
Indebtedness in connection with any Permitted Acquisition unless such
Indebtedness is otherwise permitted pursuant to Section 9.04(viii); (viii)
immediately after giving effect to each Permitted Acquisition (and all payments
to be made in connection therewith, including for this purpose (as if paid on
the date of the consummation of the respective Permitted Acquisition) the
aggregate amount paid and reasonably expected to be paid (based on good faith
projections prepared by the Borrower) on or within one year after the date of
the consummation of the of the Permitted Acquisition pursuant to any earn-out,
non-compete, consulting or deferred compensation or purchase price adjustments
or similar arrangements), the Total Unutilized Revolving Loan Commitment
(reduced by any payments not theretofore made but which are required to be taken
into account in accordance with the provisions of the immediately preceding
parenthetical) shall equal or exceed $50,000,000; and (ix) the Borrower shall
have delivered to the Administrative Agent and each Lender a certificate
executed by its chief financial officer, certifying to the best of such
officer's knowledge, compliance with the requirements of preceding clauses (i)
through (viii), inclusive, and


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containing the calculations (in reasonable detail) required by the preceding
clauses (iii), (iv), (vi) and (viii).

            (b)     At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, or the acquisition of capital stock or
other equity interest of any Person, the capital stock or other equity interests
thereof created or acquired in connection with such Permitted Acquisition shall
be pledged for the benefit of the Secured Creditors pursuant to (and to the
extent required by) the Pledge Agreement.

            (c)     The Borrower will cause each Subsidiary which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and
to execute and deliver, all of the documentation as and to the extent required
by, Sections 8.12 and 9.16, to the reasonable satisfaction of the Administrative
Agent.

            (d)     The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by the Borrower that the
certifications pursuant to this Section 8.14 are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 7 and 10.

            8.15 OWNERSHIP OF SUBSIDIARIES; ETC. (a) Except (i) for the Hinky
Dinky Subsidiaries and the Super Foods Subsidiaries, (ii) for any Subsidiary in
which all Investments therein by the Borrower and its Subsidiaries have been
justified pursuant to Section 9.05(xvi) and (iii) any non-Wholly-Owned
Subsidiary acquired pursuant to a Permitted Acquisition consummated in
accordance with the terms hereof, each Credit Party shall directly or indirectly
own 100% of the Equity Interests of each of its Subsidiaries; provided that the
exceptions specified in preceding clauses (ii) and (iii) shall only be available
so long as no Default or Event of Default under Section 10.12 shall occur as a
result of the respective use thereof.

            (b)     The Borrower shall at all times directly own 100% of the
outstanding Equity Interests in the Receivables Subsidiary.

            8.16 MAINTENANCE OF COMPANY SEPARATENESS. Each Credit Party will,
and will cause each of its Subsidiaries to, satisfy customary corporate, limited
liability company or partnership formalities, as the case may be, including the
holding of regular board of directors' and shareholders' meetings or action by
directors or shareholders without a meeting and the maintenance of corporate,
limited liability company or partnership, as the case may be, offices and
records. Neither the Borrower nor any other Credit Party shall make any payment
to a creditor of the Receivables Subsidiary in respect of any liability of the
Receivables Subsidiary, and no bank account of the Receivables Subsidiary shall
be commingled with any bank account of the Borrower or any other Credit Party.
Any financial statements distributed to any creditors of the Receivables
Subsidiary shall clearly establish or indicate the corporate separateness of the
Receivables Subsidiary from the Borrower and its other Subsidiaries. Finally,
neither the Borrower nor any of its Subsidiaries shall take any action, or
conduct its affairs in a manner, which is likely to result in the corporate,
limited liability company or partnership, as the case


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<PAGE>

may be, existence of any Credit Party or the Receivables Subsidiary being
ignored, or in the assets and liabilities of the Borrower or any other Credit
Party being substantively consolidated with those of the Receivables Subsidiary
in a bankruptcy, reorganization or other insolvency proceeding.

            8.17 NO OTHER "DESIGNATED SENIOR INDEBTEDNESS". The Borrower shall
not designate, or permit the designation of, any Indebtedness (other than under
this Agreement or the other Credit Documents) as "Designated Senior
Indebtedness" for the purpose of the definition of the same or the subordination
provisions contained in the Senior Subordinated Note Indenture.

            SECTION 9. NEGATIVE COVENANTS. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case, together with interest thereon), Fees and all other Obligations
(other than any indemnities described in Section 13.13 which are not then due
and payable) incurred hereunder and thereunder, are paid in full:

            9.01 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; PROVIDED that the provisions of this
Section 9.01 shall not prevent the creation, incurrence, assumption or existence
of the following (Liens described below are herein referred to as "Permitted
Liens"):

            (i)     inchoate Liens for taxes, assessments or governmental
      charges or levies not yet due or Liens for taxes, assessments or
      governmental charges or levies being contested in good faith and by
      appropriate proceedings for which adequate reserves have been established
      in accordance with generally accepted accounting principles;

            (ii)    Liens in respect of property or assets of the Borrower or
      any of its Subsidiaries imposed by law, which were incurred in the
      ordinary course of business and do not secure Indebtedness for borrowed
      money, such as carriers', warehousemen's, materialmen's and mechanics'
      liens and other similar Liens arising in the ordinary course of business,
      and (x) which do not in the aggregate materially detract from the value of
      the Borrower's or such Subsidiary's property or assets or materially
      impair the use thereof in the operation of the business of the Borrower or
      such Subsidiary or (y) which are being contested in good faith by
      appropriate proceedings, which proceedings have the effect of preventing
      the forfeiture or sale of the property or assets subject to any such Lien;

            (iii)   Liens in existence on the Initial Borrowing Date which are
      listed, and the property subject thereto described, in Schedule VIII, but
      only to the respective date, if any, set forth in such Schedule VIII for
      the removal, replacement and termination of any such Liens, plus renewals,
      replacements and extensions of such Liens to the extent set


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<PAGE>

      forth on such Schedule VIII, PROVIDED that (x) the aggregate principal
      amount of the Indebtedness, if any, secured by such Liens does not
      increase from that amount outstanding at the time of any such renewal,
      replacement or extension and (y) any such renewal, replacement or
      extension does not encumber any additional assets or properties of the
      Borrower or any of its Subsidiaries;

            (iv)    Liens created pursuant to the Security Documents;

            (v)     licenses, sublicenses, leases or subleases granted to other
      Persons not materially interfering with the conduct of the business of the
      Borrower or any of its Subsidiaries;

            (vi)    Liens upon assets of the Borrower or any of its Subsidiaries
      subject to Capitalized Lease Obligations to the extent such Capitalized
      Lease Obligations are permitted by Section 9.04(iv), PROVIDED that (x)
      such Liens only serve to secure the payment of Indebtedness arising under
      such Capitalized Lease Obligation and (y) the Lien encumbering the asset
      giving rise to the Capitalized Lease Obligation does not encumber any
      other asset of the Borrower or any Subsidiary of the Borrower;

            (vii)   Liens placed upon equipment, machinery or Real Property
      acquired by the Borrower or any of its Subsidiaries (other than the
      Receivables Subsidiary) after the Initial Borrowing Date and used in the
      ordinary course of business of the Borrower or any of its Subsidiaries and
      placed at the time of the acquisition thereof (or the construction of a
      new store thereon in the case of Real Property) by the Borrower or such
      Subsidiary or within 90 days thereafter to secure Indebtedness incurred to
      pay all or a portion of the purchase price thereof (or the construction of
      a new store thereon in the case of Real Property) or to secure
      Indebtedness incurred solely for the purpose of financing the acquisition
      of any such equipment, machinery or Real Property (or the construction of
      a new store thereon in the case of Real Property) or extensions, renewals
      or replacements of any of the foregoing for the same or a lesser amount,
      PROVIDED that (x) the Indebtedness secured by such Liens is permitted by
      Section 9.04(v) and (y) in all events, the Lien encumbering the equipment,
      machinery or Real Property so acquired does not encumber any other asset
      of the Borrower or such Subsidiary;

            (viii)  easements, rights-of-way, restrictions, encroachments and
      other similar charges or encumbrances, and minor title deficiencies, in
      each case not securing Indebtedness and not materially interfering with
      the conduct of the business of the Borrower or any of its Subsidiaries;

            (ix)    Liens arising from precautionary UCC financing statement
      filings regarding operating leases entered into by the Borrower or any of
      its Subsidiaries (other than the Receivables Subsidiary) in the ordinary
      course of business;

            (x)     Liens arising out of the existence of judgments or awards in
      respect of which the Borrower or any of its Subsidiaries shall in good
      faith be prosecuting an appeal or proceedings for review and in respect of
      which there shall have been secured a subsisting


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<PAGE>

      stay of execution pending such appeal or proceedings, PROVIDED that the
      aggregate amount of all cash and the fair market value of all other
      property subject to such Liens does not exceed $10,000,000 (including
      penalties and interest) at any time outstanding;

            (xi)    statutory and common law landlords' liens under leases to
      which the Borrower or any of its Subsidiaries is a party;

            (xii)   Liens (other than Liens imposed under ERISA) incurred in the
      ordinary course of business in connection with workers compensation
      claims, unemployment insurance and social security benefits and Liens
      securing the performance of bids, tenders, leases and contracts in the
      ordinary course of business, statutory obligations, surety bonds,
      performance bonds and other obligations of a like nature incurred in the
      ordinary course of business and consistent with past practice (exclusive
      of obligations in respect of the payment for borrowed money), PROVIDED
      that the aggregate amount of all cash and the fair market value of all
      other property subject to all Liens permitted by this clause (xii) shall
      not at any time exceed $10,000,000;

            (xiii) Permitted Encumbrances;

            (xiv)   Liens on property or assets acquired pursuant to a Permitted
      Acquisition, or on property or assets of a Subsidiary of the Borrower in
      existence at the time such Subsidiary is acquired pursuant to a Permitted
      Acquisition, PROVIDED that (x) any Indebtedness that is secured by such
      Liens is permitted to exist under Section 9.04(viii), and (y) such Liens
      are not incurred in connection with, or in contemplation or anticipation
      of, such Permitted Acquisition and do not attach to any other asset of the
      Borrower or any of its Subsidiaries;

            (xv)    Liens securing Indebtedness outstanding under any Permitted
      Acquisition Seller Note issued in accordance with the terms of the
      definition thereof so long as (i) any such Indebtedness is permitted to
      exist under Section 9.04(viii), (ii) in no event shall the Lien securing
      such Indebtedness extend to (x) any assets of the Borrower or any of its
      Subsidiaries other than the assets the subject of the respective Permitted
      Acquisition financed (in whole or in part) with such Permitted Acquisition
      Seller Note or (y) any Equity Interests of the Borrower or any of its
      Subsidiaries, (iii) the fair market value of the assets subject to any
      such Lien (as determined by the Borrower in good faith on the date of the
      issuance of the respective Acquisition Seller Note or, if later, the first
      date upon which such assets become security therefor) shall not exceed
      125% of the face amount of the Permitted Acquisition Seller Note with
      respect to which such assets are pledged as security for the Borrower's
      obligations thereunder and (iv) the aggregate fair market value of all
      assets subject to all Liens permitted by this clause (xv) shall not at any
      time (except as a result of fluctuations in market values of the assets
      subject to such Liens, so long as on each date upon which any Liens are
      created or granted pursuant to this clause (xv) the test set forth in this
      clause (iv) is satisfied) exceed $5,000,000; and


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<PAGE>

            (xvi)   Liens in or upon Receivables Facility Assets sold or
      otherwise transferred pursuant to the Receivables Facility Documents so
      long as all Indebtedness relating thereto is permitted under Section
      9.04(xiii).

In connection with the granting by the Borrower or any of its Subsidiaries of
Liens of the type described in clauses (vi), (vii), (xiv), (xv) and (xvi) of
this Section 9.01, the Administrative Agent and the Collateral Agent shall be
authorized to take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favor of the holder or holders of such Liens, in
either case solely with respect to the item or items of equipment or other
assets subject to such Liens).

            9.02 CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, ETC. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets, or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time), except that:

            (i)     Capital Expenditures by the Borrower or any of its
      Subsidiaries (other than the Receivables Subsidiary) shall be permitted to
      the extent not in violation of Section 9.07;

            (ii)    each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may make sales of inventory in the ordinary course
      of business;

            (iii)   each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may sell obsolete, uneconomic or worn-out
      equipment, materials or other assets (other than Real Property) in the
      ordinary course of business;

            (iv)    Investments may be made to the extent permitted by Section
      9.05;

            (v)     the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may sell assets (other than Equity Interests of
      any Subsidiary), so long as (v) no Default or Event of Default then exists
      or would result therefrom, (w) each such sale is in an arm's-length
      transaction and the Borrower or the respective Subsidiary receives at
      least fair market value (as determined in good faith by the Borrower or
      such Subsidiary, as the case may be) therefor, (x) the total consideration
      (taking the amount of cash and Cash Equivalents, and the fair market value
      (as determined by the Borrower in good faith) of all other consideration
      or, if higher in the case of any promissory notes received as
      consideration, the principal or face amount thereof) received by the
      Borrower or such Subsidiary is at least 90% cash and is paid at the time
      of the closing of such sale, (y) the Net Sale Proceeds therefrom are
      applied and/or reinvested as (and to the extent) required by Section
      4.02(c) and (z) the aggregate amount of the proceeds (taking the amount of
      cash and Cash Equivalents, and the fair market value (as determined by the
      Borrower in


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<PAGE>

      good faith) of all other consideration or, if higher in the case of any
      promissory notes received as consideration, the principal or face amount
      thereof) received from all assets sold pursuant to this clause (v) shall
      not exceed $5,000,000;

            (vi)    each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may, in the ordinary course of business, lease (as
      lessee) other than pursuant to a Customer Lease Arrangement or license (as
      licensee) real or personal property (so long as any such lease or license
      does not create a Capitalized Lease Obligation except to the extent
      permitted by Section 9.04(iv));

            (vii)   each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may sell or discount, in each case without
      recourse and in the ordinary course of business, accounts receivable
      arising in the ordinary course of business, but only in connection with
      the compromise or collection thereof and not as part of any financing
      transaction;

            (viii)  each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may, in the ordinary course of business, grant
      licenses, sublicenses or leases or subleases to other Persons not
      materially interfering with the conduct of the business of the Borrower or
      any of its Subsidiaries, in each case so long as no such grant (i) is
      pursuant to a Customer Lease Arrangement or (ii) otherwise affects the
      Collateral Agent's security interest in the asset or property subject
      thereto;

            (ix)    any Subsidiary of the Borrower (other than the Receivables
      Subsidiary) may transfer assets to the Borrower or to any Subsidiary
      Guarantor, so long as the security interests granted to the Collateral
      Agent for the benefit of the Secured Creditors pursuant to the Security
      Documents in the assets so transferred shall remain in full force and
      effect and perfected (to at least the same extent as in effect immediately
      prior to such transfer);

            (x)     any Subsidiary of the Borrower (other than the Receivables
      Subsidiary) may merge with and into, or be dissolved or liquidated into,
      the Borrower or any Subsidiary Guarantor so long as (i) in the case of any
      such merger, dissolution or liquidation involving the Borrower, the
      Borrower is the surviving corporation of any such merger, dissolution or
      liquidation (it being understood and agreed that the Borrower may not be
      liquidated or dissolved), (ii) in all other cases, the respective
      Subsidiary Guarantor is the surviving corporation of any such merger,
      dissolution or liquidation and (iii) in all cases, the security interests
      granted to the Collateral Agent for the benefit of the Secured Creditors
      pursuant to the Security Documents in the assets of such Subsidiary shall
      remain in full force and effect and perfected (to at least the same extent
      as in effect immediately prior to such merger, dissolution or
      liquidation);

            (xi)    sales, contributions and other transfers by the Receivables
      Sellers of Receivables Facility Assets to the Receivables Subsidiary and
      sales and other transfers of Receivables Facility Assets by the
      Receivables Subsidiary to one or more purchasers pursuant to the
      Receivables Facility, and purchases and acquisitions of Receivables


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<PAGE>

      Facility Assets by the Receivables Subsidiary, in each case pursuant to
      the terms of the Receivables Facility, shall be permitted;

            (xii)   Permitted Acquisitions may be made to the extent permitted
      by Section 8.14;

            (xiii)  the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may enter into Customer Lease Arrangements in
      accordance with the definition thereof so long as the Consolidated Rental
      Expense attributable to all such Customer Lease Arrangements (i.e., the
      portion of Consolidated Rental Expense attributable to the properties
      leased by the Borrower and its Subsidiaries, and then in turn subleased to
      customers, in each case without reducing such Consolidated Rental Expense
      by any payments (sublease or otherwise) received by the Borrower and its
      Subsidiaries pursuant to the subleases of such Real Property) does not
      exceed $25,000,000 during any fiscal year of the Borrower;

            (xiv)   the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may close its retail stores so long as such stores
      are either obsolete or uneconomic or the Borrower or such Subsidiary shall
      have determined in its reasonable business judgment that the closure of
      such store would improve the financial condition of the Borrower and its
      Subsidiaries taken as a whole, provided that the aggregate fair market
      value (as determined in good faith by the Borrower) of all such retail
      stores closed in any fiscal year of the Borrower shall not exceed
      $5,000,000;

            (xv)    each of the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may sell its currently closed distribution centers
      and retail stores listed on Schedule IX so long as (x) 100% of the Net
      Sale Proceeds therefrom are applied to repay outstanding Revolving Loans
      (but not as a mandatory reduction to the Total Revolving Loan Commitment)
      in accordance with Section 4.02(f) and (y) any consideration therefor in
      the form of promissory notes shall, and any security for the obligations
      therefor shall, be pledged to the Collateral Agent to the extent required
      by the Pledge Agreement;

            (xvi)   each of the Borrower and its Subsidiaries (other than the
      Receivable Subsidiary) may sell Southeast Regional Stores so long as (v)
      no Default or Event of Default then exists or would result therefrom, (w)
      each such sale is in an arm's-length transaction and the Borrower or the
      respective Subsidiary receives at least fair market value (as determined
      in good faith by the Borrower) therefor, (x) no more than $5,000,000 of
      the total consideration received by the Borrower and all of its
      Subsidiaries for all sales pursuant to this clause (xvi) shall consist of
      promissory notes, with the remainder of such consideration to be in the
      form of cash, (y) any consideration therefor in the form of promissory
      notes shall, and any security for the obligations therefor shall, be
      pledged to the Collateral Agent to the extent required by the Pledge
      Agreement, and (z) the Net Sale Proceeds therefrom are applied to repay
      outstanding Revolving Loans (but not as a mandatory reduction to the Total
      Revolving Loan Commitment) in accordance with Section 4.02(f);


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            (xvii)  the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may sell retail stores, so long as (t) no Default
      or Event of Default then exists or would result therefrom, (u) each such
      sale is in an arm's-length transaction and the Borrower or the respective
      Subsidiary receives at least fair market value (as determined in good
      faith by the Borrower) therefor, (v) the consideration therefor shall be
      cash or promissory notes received by the Borrower or the respective
      Subsidiary, provided that any such consideration for any inventory located
      in such stores which is in the form of promissory notes shall be otherwise
      permitted under Section 9.05(xii) and shall, and any security for the
      obligations therefor shall, be pledged to the Collateral Agent to the
      extent required by the Pledge Agreement, (w) each promissory note issued
      by the purchaser of such assets shall be guaranteed and secured on a basis
      consistent with the Borrower's customary procedures and its past
      practices, (x) the Borrower shall have obtained from the respective
      purchaser of such assets written commitments to purchase inventory from
      the Borrower and/or one or more of its Subsidiaries for a period of at
      least five years from the date of such purchase and in amounts as are
      consistent with the Borrower's past practices, (y) the Net Sale Proceeds
      therefrom are applied and/or reinvested as (and to the extent) required by
      Section 4.02(c), (z) the aggregate amount of proceeds taking the amount of
      cash and Cash Equivalents, and the fair market value (as determined by the
      Borrower in good faith) of all other consideration or, if higher in the
      case of any promissory notes incurred as consideration, the principal or
      the face amount thereof) received from all assets sold pursuant to this
      clause (xvii) shall not exceed (I) $10,000,000 in any fiscal year of the
      Borrower or (II) $25,000,000 in the aggregate; and

            (xviii) the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may purchase outstanding membership interests in
      the Hinky Dinky Subsidiaries from the minority equityholders thereof so
      long as (x) no Default or Event of Default then exists or would arise
      therefrom, (y) 100% of the consideration therefor shall be in cash, and
      (z) the aggregate consideration paid in respect of purchases of all the
      outstanding membership interests in the Hinky Dinky Subsidiaries held by
      the minority equityholders thereof, when added to the aggregate amount of
      all cash payments made after the Effective Date pursuant to Sections
      9.03(v) and (vi), shall not exceed $12,000,000.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 9.02 (other than to the Borrower or a Subsidiary
thereof (other than the Receivables Subsidiary in the case of sales pursuant to
Section 9.02(xi)) thereof), such Collateral shall be sold free and clear of the
Liens created by the Security Documents, and the Administrative Agent and the
Collateral Agent shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.

            9.03 RESTRICTED PAYMENTS. The Borrower will not, and will not permit
any of its Subsidiaries to, (x) authorize, declare or pay any Dividends with
respect to the Borrower or any of its Subsidiaries or (y) make any cash payments
in respect of any Hinky Dinky Subsidiary Redemption Notes (whether payments of
principal, interest or otherwise, including without limitation any payments made
to purchase or redeem same) except that:


                                       62

<PAGE>

            (i)     any Subsidiary of the Borrower may pay cash Dividends to the
      Borrower or to any Wholly-Owned Subsidiary of the Borrower;

            (ii)    any non-Wholly-Owned Subsidiary of the Borrower may pay cash
      Dividends to its shareholders generally so long as the Borrower and/or its
      respective Subsidiaries which own Equity Interests in the Subsidiary
      paying such Dividends receive at least their proportionate share thereof
      (based upon their relative holdings of the Equity Interests in the
      Subsidiary paying such Dividends and taking into account the relative
      preferences, if any, of the various classes of Equity Interests of such
      Subsidiary);

            (iii)   the Borrower may pay regularly scheduled Dividends and/or
      repurchase its outstanding Equity Interests PROVIDED that (x) all such
      Dividends shall be paid in cash, (y) the aggregate amount paid by the
      Borrower in respect of all such Dividends shall not, when added to the
      aggregate amount of cash Dividends made on the Borrower's Qualified
      Preferred Stock pursuant to Section 9.03(iv), exceed $10,000,000 in any
      fiscal year of the Borrower and (z) at the time of the payment of any such
      Dividend permitted to be made pursuant to this Section 9.03(iii), and
      immediately after giving effect thereto, no Default or Event of Default
      shall then exist or result therefrom;

            (iv)    the Borrower may pay regularly scheduled Dividends on its
      Qualified Preferred Stock pursuant to the terms thereof, through the
      issuance of additional shares of such Qualified Preferred Stock rather
      than in cash, provided that the Borrower may pay regularly scheduled
      Dividends on its Qualified Preferred Stock in cash so long as (x) the
      aggregate amount of all such cash Dividends, when added to the aggregate
      amount of Dividends and repurchases made pursuant to Section 9.03(iii),
      does not exceed $10,000,000 and (y) at the time of the payment of any cash
      Dividend permitted to be made pursuant to this Section 9.03(iv), and
      immediately after giving effect thereto, no Default or Event of Default
      shall then exist or result therefrom;

            (v)     to the extent required pursuant to the terms of its
      respective Hinky Dinky Operating Agreement, each Hinky Dinky Subsidiary
      may redeem its outstanding membership interests pursuant to, and in
      accordance with the requirements of, such Hinky Dinky Operating Agreement,
      provided that (x) the only consideration therefor shall be cash paid by
      such Hinky Dinky Subsidiary in respect of such redemption and Hinky Dinky
      Subsidiary Redemption Notes (with such cash and the principal amount of
      such Hinky Dinky Subsidiary Redemption Notes to be in such relative
      amounts as described in, and required by, such Hinky Dinky Operating
      Agreement) and (y) the aggregate amount of cash paid in respect of all
      such redemptions, when added to the sum of (I) the aggregate amount of
      purchases of membership interests in Hinky Dinky Subsidiaries from the
      minority equityholders thereof pursuant to Section 9.02(xviii) and (II)
      the aggregate amount of cash payments made on any Hinky Dinky Subsidiary
      Redemption Notes pursuant to Section 9.03(vi), shall not exceed
      $12,000,000; and

            (vi)    the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may make cash payments on any Hinky Dinky
      Subsidiary Redemption Notes (x) to pay


                                       63

<PAGE>

      regularly accruing interest in respect of such Hinky Dinky Subsidiary Note
      pursuant to the terms thereof and (y) in connection with purchases of
      membership interests in Hinky Dinky Subsidiaries otherwise permitted under
      Section 9.02(xviii) so long as the aggregate amount of all such cash
      payments, when added to the aggregate amount of cash payments made
      pursuant to Sections 9.02(xviii) and 9.03(v), does not exceed $12,000,000.

            9.04 INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

            (i)     Indebtedness incurred pursuant to this Agreement and the
      other Credit Documents;

            (ii)    Existing Indebtedness outstanding on the Initial Borrowing
      Date and listed on Schedule VII (as reduced by any repayments of principal
      thereof), without giving effect to any subsequent extension, renewal or
      refinancing thereof except to the extent set forth on Schedule VII,
      PROVIDED that the aggregate principal amount of the Indebtedness to be
      extended, renewed or refinanced does not increase from that amount
      outstanding at the time of any such extension, renewal or refinancing;

            (iii)   Indebtedness of the Borrower or any of its Subsidiaries
      under Interest Rate Protection Agreements entered into with respect to
      other Indebtedness permitted under this Section 9.04 so long as the
      entering into of such Interest Rate Protection Agreements are bona fide
      hedging activities and are not for speculative purposes;

            (iv)    Indebtedness of the Borrower and its Subsidiaries evidenced
      by Capitalized Lease Obligations, PROVIDED that in no event shall the
      aggregate principal amount of all Capitalized Lease Obligations permitted
      to be outstanding at any time during the Borrower's fiscal year (x) ending
      on the Saturday closest to December 31, 2000 exceed $45,000,000, and (y)
      ending on the Saturday closest to December 31 of any succeeding year
      exceed the sum of (i) the aggregate principal amount of all Capitalized
      Lease Obligations outstanding at the end of the Borrower's immediately
      preceding fiscal year (so long as not in excess of the amount then
      permitted by this clause (iv)) PLUS (ii) $40,000,000;

            (v)     purchase money Indebtedness of the Borrower and its
      Subsidiaries described in Section 9.01(vii), PROVIDED that in no event
      shall the aggregate principal amount of all such purchase money
      Indebtedness permitted by this clause (v) exceed $5,000,000 at any time
      outstanding;

            (vi)    intercompany Indebtedness among the Borrower and its
      Subsidiaries to the extent permitted by Sections 9.05(ix);

            (vii)   Indebtedness consisting of guaranties by the Borrower and
      the Subsidiary Guarantors of each other's Indebtedness permitted under
      clauses (iii), (iv), (v), (ix), (xi) or (xiv) of this Section 9.04;


                                       64

<PAGE>

            (viii)  Indebtedness of (1) a Subsidiary of the Borrower acquired
      pursuant to a Permitted Acquisition, or Indebtedness assumed at the time
      of a Permitted Acquisition and in respect of an asset securing such
      Indebtedness (for this purpose treating all earn-out, non-compete,
      consulting or deferred compensation as indebtedness (but not treating
      trade payables as indebtedness) and determining the aggregate amount of
      such Indebtedness by taking the aggregate principal amount paid and
      reasonably expected to be paid (based on good faith projections prepared
      by the Board of Directors of the Borrower) on or prior to the Maturity
      Date pursuant to any such earn-out, non-compete, consulting or deferred
      compensation), provided that no such Indebtedness shall constitute debt
      for borrowed money, it being understood and agreed that Capitalized Lease
      Obligations and purchase money Indebtedness shall not constitute debt for
      borrowed money for purposes of this clause (1), and (2) Indebtedness of
      the Borrower consisting of one or more Permitted Acquisition Seller Notes
      issued to the relevant seller or sellers as considering in connection with
      one or more Permitted Acquisitions in each case in compliance with the
      terms provided in the definition of Permitted Acquisition Seller Notes
      contained herein; provided that (with respect to both preceding clauses
      (1) and (2) above) the aggregate principal amount of all Indebtedness
      permitted by this clause (viii) shall not exceed $25,000,000 at any one
      time outstanding;

            (ix)    Indebtedness in respect of bid, performance, advance payment
      or surety bonds entered into in the ordinary course of business and
      consistent with past practices in an aggregate amount not to exceed
      $10,000,000 at any time outstanding;

            (x)     unsecured senior subordinated Indebtedness of the Borrower
      and any other Subsidiary Guarantor incurred under the Existing Senior
      Subordinated Notes and the other Existing Senior Subordinated Note
      Documents in an aggregate principal amount not to exceed $165,000,000 less
      the amount of any repayments of principal thereof after the Initial
      Borrowing Date;

            (xi)    Indebtedness of the Borrower or any of its Subsidiaries
      under Other Hedging Agreements providing protection to the Borrower and
      its Subsidiaries against fluctuations in currency values or commodity
      prices in connection with the Borrower's or any of its Subsidiaries'
      operations so long as the entering into of such Other Hedging Agreements
      are BONA FIDE hedging activities and are not for speculative purposes;

            (xii)   the Borrower or any Subsidiary of the Borrower (other than
      the Receivables Subsidiary) may guarantee, on an unsecured basis and
      otherwise in the ordinary course of business and consistent with past
      practices, obligations of third party customers of the Borrower or any
      such Subsidiary as the lessee under any lease or pursuant to any
      extensions of credit made to such third party customer, provided that (i)
      the aggregate amount of all such obligations of the Borrower and its
      Subsidiaries arising under all such outstanding guarantees whether made
      before or after the Effective Date (calculated by using the amount equal
      to the stated or determinable amount of the underlying obligations related
      to such guarantees or, if not determinable, the maximum reasonably
      anticipated liability in respect thereof (assuming the Borrower or such
      Subsidiary is required to


                                       65

<PAGE>

      perform thereunder) as determined by the Borrower or such Subsidiary in
      good faith), shall not at any time exceed $75,000,000, and (ii) in no
      event shall the aggregate amount of all such obligations of the Borrower
      and its Subsidiaries arising under all such guaranties during any fiscal
      year of the Borrower exceed that amount which is $20,000,000 greater than
      the aggregate amount of such obligations outstanding (so long as not in
      excess of the amount then permitted by this clause (xii)) at the end of
      the Borrower's immediately preceding fiscal year;

            (xiii)  Indebtedness which may be deemed to exist pursuant to the
      Receivables Facility, so long as the aggregate amount of Receivables
      Indebtedness outstanding thereunder does not at any time exceed
      $50,000,000;

            (xiv)   Indebtedness of any Hinky Dinky Subsidiary incurred pursuant
      to any Hinky Dinky Subsidiary Redemption Note issued in connection with
      redemptions of outstanding membership interests of such Hinky Dinky
      Subsidiary permitted under Section 9.03(v);

            (xv)    unsecured Indebtedness of the Borrower and its Subsidiaries
      (other than a Hinky Dinky Subsidiary) owing to Hinky Dinky Subsidiaries
      which is deemed to exist pursuant to, and in connection with, Section
      7.02(c) of the respective Hinky Dinky Operating Agreements so long as the
      aggregate amount of all such Indebtedness does not at any time exceed
      $9,000,000;

            (xvi)   unsecured Indebtedness of the Super Foods Subsidiaries
      (other than any Super Foods Subsidiary, which is inactive on the Effective
      Date) owing to the Borrower or its Subsidiaries and arising in connection
      with Super Foods Subsidiary Investments made in such Person and permitted
      under Section 9.05(xix);

            (xvii)  unsecured Indebtedness of the Hinky Dinky Subsidiaries owing
      to the Borrower or its Subsidiaries and arising in connection with Hinky
      Dinky Subsidiary Investments made in such Person and permitted under
      Section 9.05(xviii); and

            (xviii) so long as no Default or Event of Default then exists or
      would result therefrom, additional unsecured Indebtedness incurred by the
      Borrower and its Subsidiaries in an aggregate principal amount not to
      exceed $10,000,000 at any one time outstanding.

            9.05 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (each of the foregoing an "Investment" and,
collectively, "Investments"), except that the following shall be permitted:

            (i)     the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may acquire and hold accounts receivables owing to
      any of them, if created or acquired in


                                       66

<PAGE>

      the ordinary course of business and payable or dischargeable in accordance
      with customary trade terms of the Borrower or such Subsidiary;

            (ii)    the Borrower and its Subsidiaries may acquire and hold cash
      and Cash Equivalents, provided that during any time that Revolving Loans
      or Swingline Loans are outstanding the aggregate amount of cash and Cash
      Equivalents held by the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) shall not exceed $20,000,000 for any period of
      three consecutive Business Days;

            (iii)   the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may hold the Investments held by them on the
      Initial Borrowing Date and described on Schedule X, provided that any
      additional Investments made with respect thereto shall be permitted only
      if independently justified under the other provisions of this Section
      9.05;

            (iv)    the Borrower and its Subsidiaries may acquire and own
      investments (including debt obligations) received in connection with the
      bankruptcy or reorganization of suppliers and customers and in good faith
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

            (v)     the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may make loans and advances to their officers,
      employees and sales representatives for moving, relocation and travel
      expenses and other similar expenditures, in each case in the ordinary
      course of business in an aggregate amount not to exceed $2,000,000 at any
      time (determined without regard to any write-downs or write-offs of such
      loans and advances);

            (vi)    the Borrower may acquire and hold obligations of one or more
      officers, directors or other employees of the Borrower or any of its
      Subsidiaries (other than the Receivables Subsidiary) in connection with
      such officers', directors' or employees' acquisition of shares of capital
      stock of the Borrower so long as no cash is paid by the Borrower or any of
      such Subsidiaries to such officers, directors or employees in connection
      with the acquisition of any such obligations;

            (vii)   the Borrower may enter into Interest Rate Protection
      Agreements to the extent permitted by Section 9.04(iii);

            (viii)  the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may acquire and hold promissory notes and other
      non-cash consideration issued by the purchaser of assets in connection
      with a sale of such assets to the extent permitted by Section 9.02(v),
      9.02(xv), 9.02(xvi) or Section 9.02(xvii) in the case of promissory notes
      issued as consideration for the purchase of non-inventory assets as
      described in such Section 9.02(xvii);

            (ix)    the Borrower and the Subsidiary Guarantors may make
      intercompany loans and advances between or among one another (such
      intercompany loans and advances, "Intercompany Loans"), provided that if
      any such Intercompany Loan made pursuant to this clause (ix) is evidenced
      by an intercompany note or other instrument, such


                                       67

<PAGE>

      promissory note or other instrument shall (x) if issued at any time while
      Section 10.12(iv) of the Existing Senior Subordinated Note Indenture is in
      effect, be a note in the form of Exhibit E thereto and (y) if issued at
      any time thereafter, be an Intercompany Note and shall, in each case, be
      pledged to the Collateral Agent to the extent required by the Pledge
      Agreement;

            (x)     Permitted Acquisitions shall be permitted in accordance with
      Section 8.14;

            (xi)    the Borrower and its Subsidiaries (other than the
      Receivables Subsidiary) may enter into Other Hedging Agreements to the
      extent permitted by Section 9.04(xi);

            (xii)   (A) loans and advances to customers of the Borrower and its
      Subsidiaries (other than the Receivables Subsidiary) for use by such
      customers in the ordinary course of their respective businesses, provided
      that all such loans and advances shall be made in the ordinary course of
      business of the Borrower and its Subsidiaries and in accordance with their
      respective customary practices and procedures and (B) promissory notes
      held by the Borrower and its Subsidiaries (other than Receivables
      Subsidiary) issued by the purchaser of assets constituting inventory in
      connection with sales of retail stores permitted under Section 9.02(xvii),
      provided that the aggregate outstanding principal amount of all such loans
      and advances, whether made before or after the Effective Date, and all
      such promissory notes shall not at any time exceed $65,000,000 (in each
      case determined without regard to any write-downs or write-offs of such
      loans and advances and promissory notes);

            (xiii)  the Receivables Subsidiary may make Investments in
      Receivables Facility Assets pursuant to, and in accordance with the terms
      of, the Receivables Facility Documents;

            (xiv)   transfers of assets described in Section 9.02(ix) shall be
      permitted in accordance with such Section;

            (xv)    the Borrower and the Subsidiary Guarantors may make cash
      capital contributions to their respective Wholly-Owned Subsidiaries that
      are Subsidiary Guarantors and, so long as no Default or Event of Default
      then exists, may capitalize or forgive any Indebtedness owed to any of
      them by any such Wholly-Owned Subsidiary;

            (xvi)   the Hinky Dinky Subsidiaries may hold Indebtedness owing to
      them from the Borrower and its Subsidiaries (other than another Hinky
      Dinky Subsidiary or the Receivables Subsidiary) pursuant to Section
      7.02(c) of the respective Hinky Dinky Operating Agreement and permitted
      under Section 9.04(xv);

            (xvii)  Investments may be made to the extent expressly permitted
      pursuant to Section 9.02(xviii) and 9.03(v);

            (xviii) Hinky Dinky Subsidiary Investments not otherwise permitted
      pursuant to Section 9.05 may be made from time to time so long as the
      aggregate amount of all such


                                       68

<PAGE>

      Hinky Dinky Subsidiary Investments made after the Effective Date
      (calculated without regard to any write-downs or write-offs thereof) does
      not exceed $5,000,000;

            (xix)   Super Foods Subsidiary Investments not otherwise permitted
      pursuant to Section 9.05 may be made from time to time so long as the
      aggregate amount of all such Super Foods Subsidiary Investments made after
      the Effective Date (calculated without regard to any write-downs or
      write-offs thereof) does not exceed $2,500,000; and

            (xx)    so long as no Default or Event of Default then exists or
      would result therefrom, the Borrower and its Subsidiaries may make
      Investments not otherwise permitted by clauses (i) through (xvi) of this
      Section 9.05 in an aggregate amount not to exceed $10,000,000 at any time
      outstanding (determined without regard to any write-downs or write-offs
      thereof).

            9.06 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions with any Affiliate of the Borrower or any of its
Subsidiaries other than any such transaction or series of related transactions
(i) between the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a
Subsidiary Guarantor or (ii) consummated in the ordinary course of business and
on terms and conditions substantially as favorable to the Borrower or such
Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at
that time in a comparable arm's-length transaction with a Person other than an
Affiliate, except that the following in any event shall be permitted:

            (i)     Dividends may be paid to the extent provided in Section
      9.03;

            (ii)    loans may be made and other transactions may be entered into
      by the Borrower and its Subsidiaries to the extent permitted by Sections
      9.02, 9.04 and 9.05;

            (iii)   customary fees may be paid to non-officer directors of the
      Borrower and its Subsidiaries;

            (iv)    the Borrower and its Subsidiaries may enter into, and may
      make payments under, employment agreements, employee benefits plans, stock
      option plans, indemnification provisions and other similar compensatory
      arrangements with officers, employees and directors of the Borrower and
      its Subsidiaries in the ordinary course of business; and

            (v)     the Borrower and its Subsidiaries may enter into the
      transactions contemplated by the Receivables Facility Documents.

            9.07 CAPITAL EXPENDITURES. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures (other than
Capital Expenditures otherwise permitted under clauses (b) through (e), below),
except that (i) during any Test Period ending on or prior to the Saturday
closest to December 31, 2001, the Borrower and its Subsidiaries may make Capital
Expenditures in an aggregate amount during any such Test Period not to exceed


                                       69

<PAGE>

1.5% of the Borrower's Total Sales and Revenues during such Test Period and (ii)
during any Test Period ended thereafter, the Borrower and its Subsidiaries may
make Capital Expenditures in an aggregate amount during any such Test Period not
to exceed 1.6% of the Borrower's Total Sales and Revenues during such Test
Period.

            (b)     In addition to the foregoing, the Borrower and its
Subsidiaries may make Capital Expenditures with the amount of Net Sale
Proceeds received by the Borrower or any of its Subsidiaries from any Asset
Sale (other than pursuant to Section 9.02(xv) or (xvi)) so long as such Net
Sale Proceeds are reinvested within 180 days following the date of such Asset
Sale, but only to the extent that such Net Sale Proceeds are not otherwise
required to be applied to repay Term Loans pursuant to Section 4.02(c).

            (c)     In addition to the foregoing, the Borrower or any of its
Subsidiaries may make Capital Expenditures with the amount of Net Insurance
Proceeds received by the Borrower or any of its Subsidiaries from any
Recovery Event so long as such Net Insurance Proceeds are used to replace or
restore any properties or assets in respect of which such Net Insurance
Proceeds were paid within 180 days following the date of receipt of such Net
Insurance Proceeds from such Recovery Event, but only to the extent that such
Net Insurance Proceeds are not otherwise required to be applied to repay Term
Loans pursuant to Section 4.02(d).

            (d)     In addition to the foregoing, the Borrower and the
Subsidiary Guarantors may consummate Permitted Acquisitions in accordance
with the requirements of Section 8.14.

            (e)     In addition to the foregoing, the Borrower and its
Subsidiaries may incur Capitalized Lease Obligations to the extent permitted
under Section 9.04(iv).

            9.08 CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower will not
permit the Consolidated Interest Coverage Ratio for any Test Period ending on
the last day of a fiscal quarter of the Borrower set forth below to be less than
the ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>

            FISCAL QUARTER ENDING CLOSEST TO                 RATIO
            --------------------------------                 -----
<S>                                                        <C>
                December 31, 2000                          2.75:1.00
                March 31, 2001                             2.75:1.00
                June 30, 2001                              2.75:1.00
                September 30, 2001                         2.75:1.00
                December 31, 2001                          3.00:1.00
                March 31, 2002                             3.00:1.00
                June 30, 2002                              3.00:1.00
                September 30, 2002                         3.00:1.00
                December 31, 2002                          3.00:1.00
                March 31, 2003                             3.00:1.00


                                       70

<PAGE>

<CAPTION>

            FISCAL QUARTER ENDING CLOSEST TO                 RATIO
            --------------------------------                 -----
<S>                                                        <C>
                June 30, 2003                              3.00:1.00
                September 30, 2003                         3.00:1.00
                Each calendar quarter ending at            3.25:1.00
                any time thereafter
</TABLE>

For purposes of making determinations pursuant to Section 8.14 only,
determinations pursuant to this Section 9.08 shall be made on a PRO FORMA Basis.

            9.09 CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Borrower will not
permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ending
on the last day of a fiscal quarter of the Borrower set forth below to be less
than the ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>

            FISCAL QUARTER ENDING CLOSEST TO                 RATIO
            --------------------------------                 -----
<S>                                                        <C>
                December 31, 2000                          1.00:1.00

                March 31, 2001                             1.00:1.00
                June 30, 2001                              1.00:1.00
                September 30, 2001                         1.00:1.00
                December 31, 2001                          1.00:1.00

                March 31, 2002                             1.05:1.00
                June 30, 2002                              1.05:1.00
                September 30, 2002                         1.05:1.00
                December 31, 2002                          1.05:1.00

                March 31, 2003                             1.05:1.00
                June 30, 2003                              1.05:1.00
                September 30, 2003                         1.05:1.00
                December 31, 2003                          1.05:1.00

                Each calendar quarter ending at            1.10:1.00
                any time thereafter
</TABLE>

For purposes of making determinations pursuant to Section 8.14 only,
determinations pursuant to this Section 9.09 shall be made on a PRO FORMA Basis.

            9.10 LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio
on the last day of any fiscal quarter of the Borrower set forth below to exceed
the respective ratio set forth opposite such fiscal quarter below:


                                       71

<PAGE>

<TABLE>
<CAPTION>

            FISCAL QUARTER ENDING CLOSEST TO                 RATIO
            --------------------------------                 -----
<S>                                                        <C>
                December 31, 2000                          4.00:1.00

                March 31, 2001                             4.00:1.00
                June 30, 2001                              4.00:1.00
                September 30, 2001                         4.00:1.00
                December 31, 2001                          3.75:1.00

                March 31, 2002                             3.75:1.00
                June 30, 2002                              3.75:1.00
                September 30, 2002                         3.75:1.00
                December 31, 2002                          3.75:1.00

                March 31, 2003                             3.75:1.00
                September 30, 2003                         3.75:1.00

                Each calendar quarter ending at            3.50:1.00
                any time thereafter
</TABLE>

Notwithstanding anything to the contrary contained in this Agreement, all
determinations of the Leverage Ratio for purposes of this Section 9.10 shall
include Consolidated EBITDA as calculated on a Pro Forma Basis to give effect to
all Permitted Acquisitions, if any, effected during the respective Test Period
for which Consolidated EBITDA is being determined, as provided in the first
sentence of the definition of Leverage Ratio contained herein (with the second
sentence of the definition of Leverage Ratio being inapplicable to
determinations pursuant to this Section 9.10).

            9.11 CONSOLIDATED WORKING CAPITAL RATIO. The Borrower will not
permit the Consolidated Working Capital Ratio at any time to be less than
1.75:1.00.

            9.12 LIMITATIONS ON VOLUNTARY PREPAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS, ETC. The Borrower will not, and will not permit any of its
Subsidiaries to:

            (i)     make (or give any notice in respect of) any voluntary or
      optional payment or prepayment on or redemption or acquisition for value
      of, or any prepayment or redemption as a result of any asset sale or
      similar event (including in each case, without limitation, by way of
      depositing with the trustee with respect thereto or any other Person money
      or securities before due for the purpose of paying when due), any (A)
      Hinky Dinky Subsidiary Redemption Notes, provided that any Hinky Dinky
      Subsidiary may prepay in full any Hinky Dinky Subsidiary Redemption Note
      issued by it so long as (x) at the time of any such prepayment the
      respective Hinky Dinky Subsidiary becomes, or already is, a Wholly-Owned
      Subsidiary of the Borrower and (y) such prepayments are otherwise
      permitted under Section 9.03(vi), or (B) Existing Senior Subordinated
      Notes,


                                       72

<PAGE>

      provided that so long as no Default or Event of Default then exists or
      will result therefrom, the Borrower may repurchase Existing Senior
      Subordinated Notes solely with the proceeds from issuance of its common
      stock or Qualified Preferred Stock;

            (ii)    amend or modify, or permit the amendment or modification of,
      any provision of any Existing Senior Subordinated Note Document;

            (iii)   amend, modify or change its certificate or articles of
      incorporation (including, without limitation, by the filing or
      modification of any certificate or articles of designation), certificate
      of formation, limited liability company agreement or by-laws (or the
      equivalent organizational documents), as applicable, or any agreement
      entered into by it with respect to its Equity Interests (including any
      Shareholder Agreement), or enter into any new agreement with respect to
      its Equity Interests, unless such amendment, modification, change or other
      action contemplated by this clause (iii) could not reasonably be expected
      to be adverse to the interests of the Lenders in any material respect; or

            (iv)    amend, modify or change any provision of (x) any Management
      Agreement unless such amendment, modification or change could not
      reasonably be expected to have a Material Adverse Effect or (y) any Tax
      Sharing Agreement or enter into any new tax sharing agreement, tax
      allocation agreement or similar agreement without the prior written
      consent of the Administrative Agent.

            9.13 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
Subsidiaries, (b) make loans or advances to the Borrower or any of its
Subsidiaries or (c) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement, (iii) the other
Credit Documents, (iv) the Existing Senior Subordinated Note Documents, (v) the
provisions applicable to the Receivables Sellers and the Receivables Subsidiary
contained in the Receivables Facility Documents, (vi) customary provisions
restricting subletting or assignment of any lease governing any leasehold
interest of the Borrower or any of its Subsidiaries, (vii) customary provisions
restricting assignment of any licensing agreement (in which the Borrower or any
of its Subsidiaries is the licensee) or other contract entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business, (viii)
restrictions on the transfer of any asset pending the close of the sale of such
asset, and (ix) restrictions on the transfer of any asset subject to a Lien
permitted by Section 9.01(iii), (vi), (vii) or (xiv).

            9.14 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) The Borrower will
not, and will not permit any of its Subsidiaries to, issue (i) any preferred
stock or other preferred equity interests (other than Qualified Preferred Stock
issued by the Borrower) or (ii) any redeemable


                                       73

<PAGE>

common stock or other redeemable common equity interests other than common stock
or other redeemable common equity interests that is redeemable at the sole
option of the Borrower or such Subsidiary, as the case may be.

            (b)     The Borrower will not permit any of its Subsidiaries to
issue any capital stock or other equity interests (including by way of sales of
treasury stock) or any options or warrants to purchase, or securities
convertible into, capital stock or other equity interests, except (i) for
transfers and replacements of then outstanding shares of capital stock or other
equity interests, (ii) for stock splits, stock dividends and issuances which do
not decrease the percentage ownership of the Borrower or any of its Subsidiaries
in any class of the capital stock or other equity interests of such Subsidiary,
(iii) to qualify directors to the extent required by applicable law, or (iv) for
issuances by newly created or acquired Subsidiaries in accordance with the terms
of this Agreement.

            9.15 BUSINESS. (a) The Borrower will not, and will not permit any of
its Subsidiaries to, engage in any business other than the businesses engaged in
by the Borrower and its Subsidiaries as of the Initial Borrowing Date and
reasonable extensions thereof.

            (b)     Notwithstanding anything to the contrary contained in this
Agreement, the Receivables Subsidiary shall engage in no business activities
other than the purchase, acquisition, sale and pledge of receivables (or
interests therein) and related Receivables Facility Assets pursuant to the
Receivables Facility and borrowings thereunder and any business activities
reasonably incidental thereto, all in accordance with the terms of the
Receivables Facility, and shall have no assets or liabilities other than
Receivables Facility Assets, cash collections therefrom, any investments of such
cash collections and other assets and liabilities reasonably incidental to the
foregoing activities.

            9.16 LIMITATION ON CREATION OF SUBSIDIARIES. The Borrower will not,
and will not permit any of its Subsidiaries to, establish, create or acquire
after the Initial Borrowing Date any Subsidiary, PROVIDED that the Borrower and
its Wholly-Owned Subsidiaries shall be permitted to (A) establish, create and,
to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries so
long as (i) the equity interests of each such new Wholly-Owned Subsidiary is,
subject to Section 8.13, pledged pursuant to, and to the extent required by, the
Pledge Agreement, (ii) promptly following the establishment, creation or
acquisition thereof each such new Wholly-Owned Domestic Subsidiary (and, to the
extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary)
executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and
the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary
(and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign
Subsidiary), to the extent requested by the Administrative Agent or the Required
Lenders, takes all actions required pursuant to Section 8.12 and (B) establish,
create and acquire non-Wholly-Owned Subsidiaries in each case to the extent
permitted by Sections 9.05(xiii) and the definition of Permitted Acquisition so
long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged
pursuant to, and to the extent required by, the Pledge Agreement. In addition,
each such new Wholly-Owned Subsidiary which is required to become a Credit Party
shall execute and deliver, or cause to be executed and delivered, all other
relevant


                                       74

<PAGE>

documentation of the type described in Section 5 as such new Wholly-Owned
Subsidiary would have had to deliver if such new Wholly-Owned Subsidiary were a
Credit Party on the Initial Borrowing Date.

            9.17 OVERRIDING PROVISIONS WITH RESPECT TO CERTAIN COVENANTS.
Notwithstanding anything to the contrary contained elsewhere in this Section 9
or otherwise in this Agreement or any other Credit Document, at any time when,
and for so long as, Section 10.20 of the Existing Senior Subordinated Note
Indenture remains in effect, then no provision of this Agreement or any other
Credit Document shall prevent or restrict the ability of any Restricted
Subsidiary (as defined in the Existing Senior Subordinated Note Indenture) to
(i) pay dividends, in cash or otherwise, or make any other distribution on or in
respect of its Capital Stock (as defined in the Existing Senior Subordinated
Note Indenture) or any other interest or participation in, or measured by, its
profits to the Borrower or any other Restricted Subsidiary, (ii) pay any
Indebtedness (as defined in the Existing Senior Subordinated Note Indenture)
owed to the Borrower or any other Restricted Subsidiary, (iii) make any
Investment (as defined in the Existing Senior Subordinated Note Indenture) in
the Borrower or any other Restricted Subsidiary or (iv) transfer any of its
properties or assets to the Borrower or any other Restricted Subsidiary, except
that:

            (a)     the Borrower shall not, and shall not permit any of its
      Subsidiaries to, directly or indirectly, make, retain or have outstanding
      any investments (whether through purchase of stock or obligations or
      otherwise) in, or loans or advances (other than for travel advances and
      other similar cash advances made to employees and sales representatives in
      the ordinary course of business) to, any Hinky Dinky Subsidiary or acquire
      any substantial part of the assets or business of any Hinky Dinky
      Subsidiary or division thereof, or be or become liable on any guaranty, or
      subordinate any claim or demand it may have to the claim or demand of any
      other creditor of a Hinky Dinky Subsidiary (cumulatively, all of the
      foregoing being called "Hinky Dinky Subsidiary Investments"), provided
      that (i) Hinky Dinky Subsidiary Investments set forth in Part B of
      Schedule X shall be permitted (although any additional Hinky Dinky
      Subsidiary Investments made with respect thereto shall be permitted only
      if independently justified under clause (iv) below), (ii) purchases of
      outstanding membership interests in Hinky Dinky Subsidiaries otherwise
      permitted under Section 9.02(xviii) shall be permitted, (iii) redemptions
      of outstanding membership interests in Hinky Dinky Subsidiaries otherwise
      permitted under Section 9.03(v) shall be permitted and (iv) additional
      Hinky Dinky Subsidiary Investments not otherwise permitted under preceding
      clauses (i), (ii) or (iii) may be made and permitted to remain outstanding
      so long as same are made, and permitted to be made, in accordance with
      clause (xviii) of Section 9.05;

            (b)     the Borrower shall not, and shall not permit any of its
      Subsidiaries to, directly or indirectly, make, retain or have outstanding
      any investments (whether through purchase of stock or obligations or
      otherwise) in, or loans or advances (other than for travel advances and
      other similar cash advances made to employees and sales representatives in
      the ordinary course of business) to, any Super Foods Subsidiary or acquire
      any substantial part of the assets or business of any Super Foods
      Subsidiary or


                                        75
<PAGE>

      division thereof, or be or become liable on any guaranty, or subordinate
      any claim or demand it may have to the claim or demand of any other
      creditor of a Super Foods Subsidiary (cumulatively, all of the foregoing
      being called "Super Foods Subsidiary Investments"), provided that (i)
      Super Foods Subsidiary Investments set forth in Part C of Schedule X shall
      be permitted (although any additional Super Foods Investments made with
      respect thereto shall be permitted only if independently justified under
      clause (ii) below and (ii) additional Super Foods Subsidiary Investments
      not otherwise permitted under preceding clause (i) may be made (other than
      any Super Foods Subsidiary that is inactive on the Effective Date) and
      permitted to remain outstanding so long as same are made, and permitted to
      be made, in accordance with clause (xix) of Section 9.05;

            (c)     the Borrower shall not, and shall not permit any of its
      Subsidiaries to, transfer any of its properties or assets which are, or
      are required to be, Collateral to (x) any Hinky Dinky Subsidiary or (y) to
      the Borrower or any other Subsidiary except in accordance with the express
      requirements of Section 9.02; and

            (d)     the encumbrances and restrictions contained in the Security
      Documents which are customarily contained in any security agreement or
      mortgage shall be given full force and effect.

            SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

            10.01 PAYMENTS. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any interest on any Loan or Note, any Unpaid Drawing or any Fees or any
other amounts owing hereunder or under any other Credit Document; or

            10.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any certificate delivered to any Agent or any Lender pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

            10.03 COVENANTS. The Borrower or any of its Subsidiaries shall (i)
default in the due performance or observance by it of any term, covenant or
agreement contained in Section 8.01(f)(i), 8.08, 8.11, 8.14, 8.15 or Section 9
or (ii) default in the due performance or observance by it of any other term,
covenant or agreement contained in this Agreement or in any other Credit
Document (other than those set forth in Sections 10.01 and 10.02) and such
default shall continue unremedied for a period of 30 days after written notice
thereof to the defaulting party by any Agent or the Required Lenders; or

            10.04 DEFAULT UNDER OTHER AGREEMENTS. (i) The Borrower or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created or (y) default in the
observance or performance of any agreement or


                                        76
<PAGE>

condition relating to any Indebtedness (other than the Obligations) or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity, or (ii) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be (or shall become) due and payable, or
required to be prepaid other than by a regularly scheduled required prepayment,
prior to the stated maturity thereof, PROVIDED that it shall not be a Default or
an Event of Default under this Section 10.04 unless the aggregate principal
amount of all Indebtedness as described in preceding clauses (i) and (ii) is at
least $5,000,000; or

            10.05 BANKRUPTCY, ETC. The Borrower or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries, and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of the Borrower or any of
its Subsidiaries, or the Borrower or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries, or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate, limited liability company or similar action is
taken by the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

            10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan pursuant to Section 4042 of ERISA, any Plan
which is subject to Title IV of ERISA is, shall have been or is likely to be
terminated or to be the subject of termination proceedings under Section 4042 of
ERISA, a contribution required to be made with respect to a Plan or a Foreign


                                       77
<PAGE>

Pension Plan has not been timely made, the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate has incurred or is likely to incur any liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or on account of a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or
the Borrower or any Subsidiary of the Borrower has incurred or is likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or Plans
or Foreign Pension Plans, a "default" within the meaning of Section 4219(c)(5)
of ERISA shall occur with respect to any Plan; any applicable law, rule or
regulation is adopted, changed or interpreted, or the interpretation or
administration thereof is changed, in each case after the date hereof, by any
governmental authority or agency or by any court with respect to any Plan (a
"Change of Law"), or, as a result of a Change in Law, an event occurs following
a Change in Law, with respect to or otherwise affecting any Plan; (b) there
shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) such lien, security interest or liability, either
individually and/or in the aggregate, in the opinion of the Required Lenders,
has had, or could reasonably be expected to have, a Material Adverse Effect; or

            10.07 SECURITY DOCUMENTS. The Security Documents shall cease to be
in full force and effect, or shall cease to give the Collateral Agent for the
benefit of the Secured Creditors the Liens, rights, powers and privileges
purported to be created thereby (including, without limitation, a perfected
security interest in, and Lien on, all of the Collateral, in favor of the
Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 9.01), and subject to no other Liens (except as
permitted by Section 9.01), or any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
shall continue beyond the period of grace, if any, specifically applicable
thereto pursuant to the terms of such Security Document; or

            10.08 GUARANTIES. The Subsidiaries Guaranty or any provision thereof
shall cease to be in full force or effect as to any Subsidiary Guarantor, or any
Subsidiary Guarantor or any Person acting for or on behalf of such Subsidiary
Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under
the Subsidiaries Guaranty or any Subsidiary Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Subsidiaries Guaranty; or

            10.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any Subsidiary of the Borrower involving in the
aggregate for the Borrower and its Subsidiaries a liability (to the extent not
paid or covered by a reputable and solvent insurance company) and such judgments
and decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive
days, and the aggregate amount of all such judgments equals or exceeds
$5,000,000; or

            10.10 CHANGE OF CONTROL. A Change of Control shall occur; or


                                        78
<PAGE>

            10.11 RECEIVABLES FACILITY. The "Termination Date" under, and as
defined in, the Receivables Facility Documents (or any analogous event under any
replacement Receivables Facility) shall have occurred, any termination (whether
at or before the scheduled final maturity) of the Receivables Facility (or
portion thereof) shall have occurred, or as a result of the occurrence of any
event, default or condition, new financing ceases to be provided pursuant to the
Receivables Facility (whether because the respective purchasers thereunder cease
to purchase Receivables Facility Assets thereunder or otherwise), in each case
except in connection with a concurrent replacement of an existing Receivables
Facility with a replacement facility as contemplated by the proviso to the
definition of Receivables Facility contained herein pursuant to which financing
shall be provided in an amount at least equal to that amount provided under the
facility being replaced but, in any event, in an amount not to exceed
$50,000,000, if at the time of the occurrence of any event or circumstance
described above in this Section 10.11 the Total Unutilized Revolving Loan
Commitment shall be less than the sum of (I) $30,000,000 PLUS (II) the aggregate
outstanding amount of Receivables Indebtedness under the Receivables Facility
immediately prior to the respective occurrence or circumstance described above;
PROVIDED that, in addition to the foregoing provisions of this Section 10.11, it
shall constitute an Event of Default pursuant to this Section 10.11 on any date
which occurs three months prior to the final maturity of the Receivables
Facility (as at any time in effect) or at any time which occurs within three
months of the final maturity of the Receivables Facility as then in effect, if
the Total Unutilized Revolving Loan Commitment shall be less than the sum of (I)
$30,000,000 PLUS (II) the aggregate outstanding Receivables Indebtedness under
the Receivables Facility at such time; or

            10.12 OWNERSHIP OF RESTRICTED SUBSIDIARIES. At any time when Section
10.20 of the Existing Senior Subordinated Note Indenture remains in effect, the
Borrower shall own, acquire or suffer to exist any Restricted Subsidiary or
Restricted Subsidiaries (as defined in the Existing Senior Subordinated Note
Indenture), other than (x) one or more Wholly-Owned Domestic Subsidiaries, each
of which is a Subsidiary Guarantor, (y) the Hinky Dinky Subsidiaries and (z) the
Super Foods Subsidiaries; or

            10.13 AMENDMENTS TO THE RECEIVABLES FACILITY DOCUMENTS. The
Receivables Facility shall have been extended or replaced or the Receivables
Facility or any other Receivables Facility Documents shall have been otherwise
amended or modified unless such extension, amendment, modification or
replacement is made in accordance with the proviso to the definition of
Receivables Facility contained herein;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (PROVIDED that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any


                                        79
<PAGE>

Commitment Commission shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Loans and the Notes and all Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) terminate any Letter of Credit
which may be terminated in accordance with its terms; (iv) direct the Borrower
to pay (and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to the
Borrower, it will pay) to the Collateral Agent at the Payment Office such
additional amount of cash or Cash Equivalents, to be held as security by the
Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of
Credit issued for the account of the Borrower and then outstanding; (v) enforce,
as Collateral Agent, all of the Liens and security interests created pursuant to
the Security Documents; and (vi) apply any cash collateral held by the
Administrative Agent pursuant to Section 4.02 to the repayment of the
Obligations.

            SECTION 11. DEFINITIONS AND ACCOUNTING TERMS.

            11.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

            "Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or (y) 100% of the Equity Interests of any such
Person, which Person shall, as a result of such stock acquisition, become a
Wholly-Owned Subsidiary of the Borrower (or shall be merged with and into the
Borrower or a Subsidiary Guarantor, with the Borrower or such Subsidiary
Guarantor being the surviving Person).

            "Additional Security Documents" shall have the meaning provided in
Section 8.12.

            "Administrative Agent" shall mean BTCo, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

            "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 5% or more
of the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise; PROVIDED, HOWEVER,
that no Agent nor any Lender (nor any Affiliate thereof) shall be considered an
Affiliate of the Borrower or any Subsidiary thereof.


                                        80
<PAGE>

            "Agents" shall mean each of the Administrative Agent, each
Syndication Agent and the Documentation Agent and, for purposes of Sections 12
and 13.01, shall include the Collateral Agent.

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended or renewed from time to time.

            "Applicable Commitment Commission Percentage" and "Applicable
Margin" shall initially mean a percentage per annum equal to (x) in the case of
Term Loans and Revolving Loans (A) maintained as Base Rate Loans, 1.00% and (B)
Eurodollar Loans, 2.00% and (y) in the case of Commitment Commission, 0.500%.
From and after each day of delivery of any certificate delivered in accordance
with the first sentence of the following paragraph indicating an entitlement to
a different margin than that described in the immediately preceding sentence
(each, a "Start Date") to and including the applicable End Date described below,
the Applicable Margins and Applicable Commitment Commission Percentage shall be
those set forth below opposite the respective Level (I.E., Level 1, Level 2,
Level 3, Level 4 or Level 5, as the case may be) indicated to have been achieved
in any certificate delivered in accordance with the following sentence:


<TABLE>
<CAPTION>
                                                               Term Loans and
                                                              Revolving Loans           Term Loans and            Applicable
                                                               maintained as           Revolving Loans            Commitment
                                                              Base Rate Loans            maintained as            Commission
                Level              Leverage Ratio              and Swingline           Eurodollar Loans           Percentage
                -----              --------------              -------------           ----------------           ----------
                                                                   Loans
                                                                   -----
                <S>                <C>                        <C>                      <C>                       <C>
                  1                Less than
                                   2.00:1.00                       0.250%                       1.250%                   0.250%

                  2                Greater than or
                                   equal to
                                   2.00:1.00 but
                                   less than
                                   2.50:1.00                       0.500%                       1.500%                   0.375%

                  3                Greater than or
                                   equal to
                                   2.50:1.00 but
                                   less than
                                   3.00:1.00                       0.750%                       1.750%                   0.375%


                                        81
<PAGE>

<CAPTION>
                                                               Term Loans and
                                                              Revolving Loans           Term Loans and            Applicable
                                                               maintained as           Revolving Loans            Commitment
                                                              Base Rate Loans            maintained as            Commission
                Level              Leverage Ratio              and Swingline           Eurodollar Loans           Percentage
                -----              --------------              -------------           ----------------           ----------
                                                                   Loans
                                                                   -----
                <S>                <C>                        <C>                      <C>                       <C>
                  4                Greater than or
                                   equal to
                                   3.00:1.00 but
                                   less than
                                   3.50:1.00                       1.000%                       2.000%                   0.500%

                  5                Greater than or
                                   equal to 3.50:1.00              1.250%                       2.250%                   0.500%

</TABLE>

The Leverage Ratio shall be determined based on the delivery of a certificate of
the Borrower (each, a "Quarterly Pricing Certificate") by the chief financial
officer of the Borrower to the Administrative Agent (with a copy to be sent by
the Administrative Agent to each Lender), within 45 days of the last day of any
fiscal quarter of the Borrower, which certificate shall set forth the
calculation of the Leverage Ratio as at the last day of the Test Period ended
immediately prior to the relevant Start Date (but determined on a PRO FORMA
Basis solely to give effect to all Permitted Acquisitions (if any) consummated
on or prior to the date of delivery of such certificate and any Indebtedness
incurred or assumed in connection therewith) and the Applicable Margins and the
Applicable Commitment Commission Percentages which shall be thereafter
applicable (until same are changed or cease to apply in accordance with the
following sentences); PROVIDED that at the time of the consummation of any
Permitted Acquisition, the chief financial officer of the Borrower shall deliver
to the Administrative Agent a certificate setting forth the calculation of the
Leverage Ratio on a PRO FORMA Basis (solely to give effect to all Permitted
Acquisitions, if any, consummated on or prior to the date of the delivery of
such certificate and any Indebtedness incurred or assumed in connection
therewith) as of the last day of the last Calculation Period ended prior to the
date on which such Permitted Acquisition is consummated for which financial
statements have been made available (or were required to be made available)
pursuant to Section 8.01(a) or (b), as the case may be, and the date of such
consummation shall be deemed to be a Start Date and the Applicable Margins and
the Applicable Commitment Commission Percentages which shall be thereafter
applicable (until same are changed or cease to apply in accordance with the
following sentences) shall be based upon the Leverage Ratio as so calculated.
The Applicable Margins and the Applicable Commitment Commission Percentages so
determined shall apply, except as set forth in the succeeding sentence, from the
relevant Start Date to the earliest of (x) the date on which the next Quarterly
Pricing Certificate is delivered to the Administrative Agent, (y) the date on
which the next Permitted Acquisition is consummated or (z) the next date to
occur which occurs 45 days after the last day of a Test Period (such earliest
date, the "End Date"), at which time, if no certificate has been delivered to
the Administrative Agent indicating an entitlement to new Applicable


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Margins and new Applicable Commitment Commission Percentages, as the case may be
(and thus commencing a new Start Date), Level 5 pricing shall be applicable
until such time as the Borrower delivers a new Quarterly Pricing Certificate to
the Administrative Agent indicating an entitlement to pricing margin lower than
Level 5 pricing; it being understood that such new pricing margin, if any, shall
be effective from and after the date of delivery of such Quarterly Pricing
Certificate until the earliest of the relevant date described in preceding
clauses (x), (y) or (z), as the case may be. Notwithstanding anything to the
contrary contained above in this definition, (x) Level 5 pricing shall apply at
all times during which there shall exist any Default or Event of Default and (y)
subject to preceding clause (x), at all times prior to the date of delivery of
the financial statements pursuant to Section 8.01(b) for the Borrower's fiscal
year ended on the Saturday closest to December 31, 2000, Level 4 shall be
applicable.

            "Asset Sale" shall mean any sale, transfer or other disposition by
the Borrower or any of its Subsidiaries to any Person (including by way of
redemption by such Person) other than to the Borrower or a Wholly-Owned
Subsidiary of the Borrower of any asset (including, without limitation, any
capital stock or other securities of, or equity interests in, another Person)
other than (x) sales of assets pursuant to Sections 9.02(ii), (iii), (vii) and
(viii) and (y) sales of Receivables Facility Assets pursuant to the Receivables
Facility Documents.

            "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit L (appropriately
completed).

            "Bankruptcy Code" shall have the meaning provided in Section 10.05.

            "Base Rate" shall mean, at any time, the higher of (i) the Prime
Lending Rate and (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at
such time.

            "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each
other Loan designated or deemed designated as such by the Borrower at the time
of the incurrence thereof or conversion thereto.

            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

            "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Lenders having Commitments of the respective Tranche (or
from the Swingline Lender in the case of Swingline Loans) on a given date (or
resulting from a conversion or conversions on such date) having in the case of
Eurodollar Loans the same Interest Period, PROVIDED that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.

            "BTCo" shall mean Bankers Trust Company, in its individual capacity,
and any successor corporation thereto by merger, consolidation or otherwise.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York, New York, a


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<PAGE>

legal holiday or a day on which banking institutions are authorized or required
by law or other government action to close and (ii) with respect to all notices
and determinations in connection with, and payments of principal and interest
on, Eurodollar Loans, any day which is a Business Day described in clause (i)
above and which is also a day for trading by and between banks in U.S. dollar
deposits in the interbank Eurodollar market.

            "Calculation Period" shall mean, in the case of any Permitted
Acquisition, the Test Period most recently ended prior to the date of any such
transaction for which financial statements are available.

            "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles and, without duplication, the amount of
Capitalized Lease Obligations incurred by such Person.

            "Capitalized Lease Obligations" shall mean, with respect to any
Person, all rental obligations of such Person which, under generally accepted
accounting principles, are or will be required to be capitalized on the books of
such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (PROVIDED that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) marketable direct obligations
issued by any state of the United States or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from
the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings obtainable from either Standard & Poor's Ratings
Services or Moody's Investors Service, Inc., (iii) Dollar denominated time
deposits, certificates of deposit and bankers acceptances of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company having, a long-term unsecured debt rating of at least "A" or the
equivalent thereof from Standard & Poor's Ratings Services or "A2" or the
equivalent thereof from Moody's Investors Service, Inc. with maturities of not
more than one year from the date of acquisition by such Person, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iii) above, (v) commercial paper issued by
any Person incorporated in the United States rated at least A-1 or the
equivalent thereof by Standard & Poor's Ratings Services or at least P-1 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
not more than one year after the date of acquisition by such Person, and (vi)
investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (v) above.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same has been amended and may
hereafter be amended from time to time, 42 U.S.C. Section 9601 ET SEQ.


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<PAGE>

            "Change of Control" shall mean (x) that any "person" or "group" (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act)
is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Securities Exchange Act), directly or indirectly, of 25% or
more of the economic or voting interest in the Borrower's Equity Interests (as
determined on a fully diluted basis and measured by voting power rather than
number of shares), (y) the first day on which a majority of the members of the
Board of Directors of the Borrower are not Continuing Directors, or (z) a
"change of control" or similar event shall occur under either the Existing
Senior Subordinated Note Documents or the Receivables Facility Documents.

            "Change of Law" shall have the meaning provided in Section 10.06.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

            "Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or are purported to
be granted) pursuant to any Security Document, including, without limitation,
all Pledge Agreement Collateral, all Security Agreement Collateral, all
Mortgaged Properties and all cash and Cash Equivalents delivered as collateral
pursuant to Section 4.02 or 10.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

            "Commitment" shall mean any of the commitments of any Lender, I.E.,
whether the Term Loan Commitment or the Revolving Loan Commitment.

            "Commitment Commission" shall have the meaning provided in Section
3.01(a).

            "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period plus, in each case to the extent actually deducted in
determining Consolidated Net Income for such period, consolidated interest
expense of the Borrower and its Subsidiaries and provision for income taxes,
adjusted to exclude for such period (i) any extraordinary gains or losses and
(ii) any gains or losses from sales of assets other than from sales of inventory
in the ordinary course of business.

            "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT
for such period, adjusted by (A) adding thereto (i) the amount of all
amortization of intangibles and depreciation that were deducted in arriving at
Consolidated Net Income for such period, (ii) the amount of all up-front fees
and expenses incurred in connection with the execution and delivery of this
Agreement to the extent that same were deducted in arriving at Consolidated Net
Income for such period and (iii) the amount of all other non-cash charges that
were deducted in arriving at Consolidated Net Income for such period and (B)
subtracting therefrom the amount of all cash payments made in respect of such
period to the extent same relate to a non-cash charge incurred


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<PAGE>

in a previous period which was added back to Consolidated EBITDA in such
previous period pursuant to clause (A) above in this definition.

            "Consolidated EBITDAR" shall mean, for any period, Consolidated
EBITDA for such period, adjusted by adding thereto the amount of all
Consolidated Rental Expense that was deducted in determining Consolidated EBITDA
for such period.

            "Consolidated Fixed Charge Coverage Ratio" shall mean, for any
period, the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for such
period.

            "Consolidated Fixed Charges" shall mean, for any period, the sum of
(i) Consolidated Interest Expense for such period, (ii) the amount of all
Capital Expenditures made by the Borrower and its Subsidiaries during such
period (other than Capital Expenditures to the extent financed with equity
proceeds, Asset Sale proceeds, insurance proceeds or Indebtedness other than any
such Indebtedness incurred pursuant to this Agreement) and (iii) Consolidated
Rental Expense for such period.

            "Consolidated Indebtedness" shall mean, at any time, the sum of
(without duplication) (i) all Indebtedness of the Borrower and its Subsidiaries
as would be required to be reflected on the liability side of a balance sheet of
such Person at such time in accordance with generally accepted accounting
principles as determined on a consolidated basis and (ii) all Indebtedness of
the Borrower and its Subsidiaries of the type described in clauses (ii) and
(vii) of the definition of Indebtedness contained herein; PROVIDED that for
purposes of this definition (i) the amount of Indebtedness in respect of
Interest Rate Protection Agreements and Other Hedging Agreements shall be at any
time the unrealized net loss position, if any, of the Borrower and/or its
Subsidiaries thereunder on a marked-to-market basis determined no more than one
month prior to such time and (ii) the amount of Indebtedness in respect of
letters of credit, bankers' acceptances and similar obligations shall be limited
to the aggregate amount of all funded letters of credit, bankers' acceptances
and similar obligations issued or extended for the account of the Borrower or
any of its Subsidiaries that have not been reimbursed by the Borrower or any of
its Subsidiaries.

            "Consolidated Interest Coverage Ratio" shall mean, for any period,
the ratio of Consolidated EBITDA to Consolidated Interest Expense for such
period.

            "Consolidated Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment thereof
and including without limitation, all interest expense attributable to the Hinky
Dinky Subsidiary Redemption Notes) plus, without duplication, that portion of
Capitalized Lease Obligations of the Borrower and its Subsidiaries representing
the interest factor for such period; PROVIDED that (i) the amortization of
deferred financing, legal and accounting costs with respect to this Agreement
shall be excluded from Consolidated Interest Expense to the extent same would
otherwise have been included therein and (ii) to the extent Consolidated
Interest Expense for any period does not already include all Receivables
Facility Financing Costs for such period, the amount of such Receivables
Facility Financing Costs shall be added to (and form a part of) Consolidated
Interest Expense.


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<PAGE>

            "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of the Borrower and its Subsidiaries for such period, determined on a
consolidated basis (after any deduction for minority interests), PROVIDED that
(i) in determining Consolidated Net Income, the net income of any other Person
which is not a Subsidiary of the Borrower or is accounted for by the Borrower by
the equity method of accounting shall be included only to the extent of the
payment of cash dividends or cash distributions by such other Person to the
Borrower or a Subsidiary thereof during such period, (ii) the net income of any
Subsidiary of the Borrower shall be excluded to the extent that the declaration
or payment of cash dividends or similar cash distributions by that Subsidiary of
that net income is not at the date of determination permitted by operation of
its charter or any agreement, instrument or law applicable to such Subsidiary
and (iii) the net income (or loss) of any other Person acquired by the Borrower
or a Subsidiary of the Borrower in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded.

            "Consolidated Rental Expense" shall mean, for any period, the sum of
(x) the total rental expense of the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with generally accepted accounting principles
and (y) to the extent not already included in preceding clause (y), any payments
made by the Borrower or any of its Subsidiaries pursuant to any guarantees of
leases made by the Borrower or any of its Subsidiaries.

            "Consolidated Working Capital Ratio" shall mean, at any time, the
ratio of (i) (x) the consolidated gross trade accounts receivables (excluding
any such trade receivables sold or transferred to the Receivables Subsidiary) of
the Borrower and the Subsidiary Guarantors PLUS (y) the consolidated inventory
of the Borrower and the Subsidiary Guarantors at such time (valued on a First-in
First-out (FIFO) basis), in each case only to the extent such accounts
receivables and inventory conform to the representations and warranties
contained in the Security Agreement (including by the Collateral Agent having a
first priority perfected security interest therein subject only to Permitted
Liens) and which at all times continue to be acceptable to the Collateral Agent
in its reasonable judgment to (ii) the sum of (x) the aggregate amount of all
principal of Loans outstanding at such time plus (y) all Letter of Credit
Outstandings at such time.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of any other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such primary
obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the holder of such primary obligation


                                       87
<PAGE>

against loss in respect thereof; PROVIDED, HOWEVER, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

            "Continuing Directors" shall mean the directors of the Borrower on
the Effective Date and each other director of the Borrower if such director's
nomination for election to the Board of Directors of the Borrower is recommended
by a majority of the then Continuing Directors.

            "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note, the Subsidiaries Guaranty and each Security Document.

            "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

            "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

            "Customer Lease Arrangements" shall mean arrangements between the
Borrower and/or any of its Subsidiaries and their respective customers, made in
the ordinary course of business and consistent with past practices, whereby the
Borrower and/or such Subsidiary enters into a lease of Real Property with a
third Person landlord and, in turn, subleases such Real Property to such
customers.

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

            "Dividend" shall mean, with respect to any Person, that such Person
has declared or paid a dividend, distribution or returned any equity capital to
its stockholders, partners or members or authorized or made any other
distribution, payment or delivery of property (other than common equity of such
Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its capital stock or any partnership or
membership interests outstanding on or after the Effective Date (or any options
or warrants issued by such Person with respect to its capital stock or other
equity interests), or set aside any funds for any of the foregoing purposes, or
shall have permitted any of its Subsidiaries to purchase or otherwise acquire
for a consideration any shares of any class of the capital stock or any
partnership or membership interests of such Person outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock or other equity interests). Without limiting


                                       88
<PAGE>

the foregoing, "Dividends" with respect to any Person shall also include all
payments made or required to be made by such Person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any similar
plans or setting aside of any funds for the foregoing purposes other than any
such payment made (i) in the form of common equity of the Borrower or (ii) to
employees of the Borrower and its Subsidiaries to the extent such payment has
actually reduced Consolidated Net Income.

            "Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement.

            "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

            "Domestic Subsidiary" shall mean, as to any Person, each Subsidiary
of such Person that is incorporated under the laws of (i) the United States or
any State or territory thereof or (ii) the District of Columbia.

            "Drawing" shall have the meaning provided in Section 2.05(b).

            "Effective Date" shall have the meaning provided in Section 13.10.

            "Eligible Transferee" shall mean and include a commercial bank, an
insurance company, a finance company, a financial institution, any fund that
invests in loans or any other "accredited investor" (as defined in Regulation D
of the Securities Act), but in any event excluding the Borrower and its
Subsidiaries.

            "End Date" shall have the meaning provided in the definition of
"Applicable Commitment Commission Percentage" and "Applicable Margin" contained
in this Agreement.

            "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

            "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 ET SEQ.; the Toxic


                                       89
<PAGE>

Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.; the Clean Air Act, 42
U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section 3803
ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 ET SEQ.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
Section 11001 ET SEQ.; the Hazardous Material Transportation Act, 49 U.S.C.
Section 1801 ET SEQ.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 ET SEQ.; and any state and local or foreign counterparts or equivalents, in
each case as amended from time to time.

            "Equity Interest" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interest in (however designated) equity of such Person,
including, without limitation, any preferred stock, any limited or general
partnership interest and any limited liability company membership interest.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" (i) within the meaning of Section 414(b),
(c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary
of the Borrower being or having been a general partner of such person.

            "Eurodollar Loan" shall mean each Loan (other than any Swingline
Loan) designated as such by the Borrower at the time of the incurrence thereof
or conversion thereto.

            "Eurodollar Rate" shall mean (a) the offered quotation to
first-class banks in the New York interbank Eurodollar market by the
Administrative Agent for Dollar deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Eurodollar Loan of
the Administrative Agent with maturities comparable to the Interest Period
applicable to such Eurodollar Loan commencing two Business Days thereafter as of
11:00 A.M. (New York time) on the applicable Interest Determination Date,
divided (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal
to 100% minus then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves required by applicable law) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

            "Event of Default" shall have the meaning provided in Section 10.

            "Existing Credit Agreement" shall mean the Credit Agreement, dated
as of October 8, 1996, as amended to the Effective Date, among the Borrower, the
banks signatory thereto, Harris Trust and Savings Bank, as Administrative Agent
and Bank of Montreal and PNC Bank, National Association, as Syndication Agents.

            "Existing Indebtedness" shall have the meaning provided in Section
7.21.


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<PAGE>

            "Existing Letters of Credit" shall have the meaning provided in
Section 2.01(a).

            "Existing Senior Subordinated Note Documents" shall mean the
Existing Senior Subordinated Note Indenture and all other documents executed and
delivered with respect to the Existing Senior Subordinated Notes and the
Existing Senior Subordinated Note Indenture, as in effect on the Initial
Borrowing Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

            "Existing Senior Subordinated Note Indenture" shall mean the
Indenture, dated as of April 24, 1998, among the Borrower, (the Subsidiary
Guarantors named therein and U.S. Bank Trust National Association, as Trustee,
as in effect on the Initial Borrowing Date and as thereafter amended, modified
or supplemented from time to time.

            "Existing Senior Subordinated Notes" shall mean the Borrower's 8
1/2% Senior Subordinated Notes due 2008, issued pursuant to the Existing Senior
Subordinated Note Indenture .

            "Facing Fee" shall have the meaning provided in Section 3.01(c).

            "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

            "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

            "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States by the Borrower or any one or more of its
Subsidiaries primarily for the benefit of employees of the Borrower or such
Subsidiaries residing outside the United States, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of income
in contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code.

            "Foreign Subsidiary" shall mean, as to any Person, each Subsidiary
of such Person which is not a Domestic Subsidiary.

            "Harris Trust" shall mean Harris Trust and Savings Bank, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

            "Hazardous Materials" shall mean (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde


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<PAGE>

foam insulation, dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as
or included in the definition of "hazardous substances," "hazardous waste,"
"hazardous materials," "extremely hazardous substances," "restricted hazardous
waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants,"
or words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, the exposure to, or Release of which is
prohibited, limited or regulated by any governmental authority.

            "Hinky Dinky Operating Agreements" shall mean the respective
operating agreement of each Hinky Dinky Subsidiary as in effect on the date
hereof.

            "Hinky Dinky Subsidiaries" shall mean each of Hinky Dinky Auburn
L.L.C., H.D. Beatrice L.L.C., H.D. Crete L.L.C., Hinky Dinky Falls City L.L.C.,
Hinky Dinky Holdrege L.L.C., Hinky Dinky Leavenworth L.L.C., Hinky Dinky Lincoln
#9 L.L.C., Hinky Dinky Lincoln #11 L.L.C., Hinky Dinky McCook L.L.C., Hinky
Dinky O'Neill L.L.C., and Hinky Dinky Wahoo-Sweard L.L.C., but, in each case,
only while the respective such Person is a Domestic Subsidiary, but not a
Wholly-Owned Subsidiary, of the Borrower.

            "Hinky Dinky Subsidiary Investments" shall have the meaning provided
in Section 9.17(a).

            "Hinky Dinky Subsidiary Redemption Notes" shall mean each note
issued by a Hinky Dinky Subsidiary pursuant to, and in accordance with the
requirements of, any Hinky Dinky Operating Agreement in connection with the
redemption by such Hinky Dinky Subsidiary of its outstanding membership
interests.

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit, bankers' acceptances and similar obligations issued for the account of
such Person and all unpaid drawings in respect of such letters of credit,
bankers' acceptances and similar obligations, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (PROVIDED that, if the Person has
not assumed or otherwise become liable in respect of such Indebtedness, such
Indebtedness shall be deemed to be in an amount equal to the lesser of the
aggregate amount of such Indebtedness and the fair market value of the property
to which such Lien relates as determined in good faith by such Person), (iv) the
aggregate amount of all Capitalized Lease Obligations of such Person, (v) all
obligations of such Person to pay a specified purchase price for goods or
services, whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vi) all Contingent Obligations of such Person, (vii) all
obligations under any Interest Rate Protection Agreement, any Other Hedging
Agreement or under any similar type of agreement and (viii) all Receivables
Indebtedness. Notwithstanding the foregoing, Indebtedness shall not include
trade payables and accrued expenses incurred by any Person in accordance with
customary practices and in the ordinary course of business of such Person.


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            "Initial Borrowing Date" shall mean the date occurring on or after
the Effective Date on which the initial Borrowing of Loans occurs.

            "Intercompany Loan" shall have the meaning provided in Section
9.05(ix).

            "Intercompany Note" shall mean a promissory note, in the form of
Exhibit M, evidencing Intercompany Loans.

            "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

            "Interest Period" shall have the meaning provided in Section 1.09.

            "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, interest collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

            "Investments" shall have the meaning provided in Section 9.05.

            "Issuing Lender" shall mean BTCo (which, for purposes of this
definition, also shall include any banking affiliate of BTCo, including Deutsche
Bank AG, New York Branch, which may agree to issue Letters of Credit under this
Agreement), any other Lender which, at the request of the Borrower and with the
consent of the Administrative Agent, agrees (at such Lender's sole discretion)
to become an Issuing Lender for the purpose of issuing Letters of Credit
pursuant to Section 2 and, with respect to Existing Letters of Credit only,
Harris Trust and U.S. Bank. On the Initial Borrowing Date (i) the sole issuing
Lenders in respect of standby Letter of Credit are BTCo and, with respect to
Existing Letters of Credit only, U.S. Bank and Harris Trust and (ii) the sole
Issuing Lender in respect of trade Letters of Credit is Deutsche Bank AG, New
York Branch.

            "L/C Supportable Obligations" shall mean (i) obligations of the
Borrower or any of its Subsidiaries with respect to workers compensation, surety
bonds and other similar statutory obligations and (ii) such other obligations of
the Borrower or any of its Subsidiaries as are reasonably acceptable to the
respective Issuing Lender and otherwise permitted to exist pursuant to the terms
of this Agreement.

            "Leaseholds" of any Person shall mean all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

            "Lender" shall mean each financial institution listed on Schedule I,
as well as any Person that becomes a "Lender" hereunder pursuant to Section 1.13
or 13.04(b).

            "Lender Default" shall mean (i) the wrongful refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including


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any Mandatory Borrowing) or to fund its portion of any unreimbursed payment
under Section 2.04(c) or (ii) a Lender having notified in writing the Borrower
and/or the Administrative Agent that such Lender does not intend to comply with
its obligations under Section 1.01 or 2 in circumstances where such
non-compliance would constitute a breach of such Lender's obligations under the
respective Section.

            "Letter of Credit" shall have the meaning provided in Section
2.01(a).

            "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

            "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

            "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

            "Leverage Ratio" shall mean, at any time, the ratio of Consolidated
Indebtedness at such time to Consolidated EBITDA for the Test Period then most
recently ended; PROVIDED that Consolidated EBITDA shall be determined on a PRO
FORMA Basis to give effect to all Permitted Acquisitions (if any) actually made
during the Test Period referenced above. Furthermore, to the extent provided in
the definition of "Applicable Commitment Commission Percentage" and "Applicable
Margin," certain determinations of the Leverage Ratio pursuant thereto shall be
further determined on a PRO FORMA Basis to give effect to Permitted Acquisitions
consummated after the last day of the respective Test Period and on or prior to
the date of the delivery of the certificate referenced therein, as well as to
any Indebtedness incurred or assumed in connection therewith.

            "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

            "Loan" shall mean each Term Loan, each Revolving Loan and each
Swingline Loan.

            "Majority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations under the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto were
terminated.

            "Management Agreements" shall mean all material agreements with
members of, or with respect to, the management of the Borrower or any of its
Subsidiaries.

            "Mandatory Borrowing" shall have the meaning provided in Section
1.01(d).


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            "Margin Stock" shall have the meaning provided in Regulation U.

            "Material Adverse Effect" shall mean (i) a material adverse effect
on the property, assets, nature of assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries
taken as a whole or (ii) a material adverse effect (x) on the rights or remedies
of the Lenders or any Agent hereunder or under any other Credit Document or (y)
on the ability of any Credit Party to perform its obligations to the Lenders or
any Agent hereunder or under any other Credit Document.

            "Maturity Date" shall mean December 19, 2005.

            "Maximum Swingline Amount" shall mean $10,000,000.

            "Minimum Borrowing Amount" shall mean (i) for Term Loans,
$5,000,000, (ii) for Revolving Loans, $500,000, and (iii) for Swingline Loans,
$100,000.

            "Mortgage" shall mean a mortgage, leasehold mortgage, deed of trust,
leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or
similar security instrument.

            "Mortgage Policy" shall mean a mortgage title insurance policy or a
binding commitment with respect thereto.

            "Mortgaged Property" shall mean any Real Property owned or leased by
a Credit Party which is encumbered (or required to be encumbered) by a Mortgage.

            "NAIC" shall mean the National Association of Insurance
Commissioners.

            "Net Debt Proceeds" shall mean, with respect to any incurrence of
Indebtedness, the cash proceeds (net of underwriting discounts and commissions
and other reasonable fees, costs and expenses associated therewith) received by
the respective Person from the respective incurrence of such Indebtedness.

            "Net Insurance Proceeds" shall mean, with respect to any Recovery
Event, the cash proceeds (net of (i) reasonable costs and taxes incurred in
connection with such Recovery Event and (ii) required payments of any
Indebtedness (other than Indebtedness secured pursuant to the Security
Documents) which is secured by the respective assets the subject of such
Recovery Event) received by the respective Person in connection with such
Recovery Event.

            "Net Sale Proceeds" shall mean, for any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from such sale of assets, net of the reasonable costs and expenses of
such sale (including fees and commissions, payments of unassumed liabilities
relating to the assets sold and required payments of any Indebtedness (other
than Indebtedness secured pursuant to the Security Documents) which is secured
by the respective assets which were sold), and the estimated marginal increase
in income taxes which


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will be payable by the Borrower's consolidated group with respect to the fiscal
year in which the sale occurs as a result of such sale.

            "Non-Defaulting Lender" and "Non-Defaulting RL Lender" shall mean
and include each Lender or RL Lender, as the case may be, other than a
Defaulting Lender.

            "Note" shall mean each Term Note, each Revolving Note and the
Swingline Note.

            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion/Continuation" shall have the meaning provided
in Section 1.06.

            "Notice Office" shall mean the office of the Administrative Agent
located at 130 Liberty Street, New York, New York 10006, Attention: Chris
DiBiase or such other office or person as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

            "Obligations" shall mean all amounts owing to the each Agent, each
Issuing Lender, the Swingline Lender or any Lender pursuant to the terms of this
Agreement or any other Credit Document.

            "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements, commodity price hedging arrangements or
other similar arrangements, or arrangements designed to protect against
fluctuations in the currency values.

            "Participant" shall have the meaning provided in Section 2.04(a).

            "Payment Office" shall mean the office of the Administrative Agent
located at 130 Liberty Street, New York, New York 10006 or such other office as
the Administrative Agent may hereafter designate in writing as such to the other
parties hereto.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

            "Permitted Acquisition" shall mean the acquisition by the Borrower
or a Subsidiary Guarantor of an Acquired Entity or Business (including by way of
merger of such Acquired Entity or Business with and into the Borrower or a
Subsidiary Guarantor), PROVIDED that (in each case) (A) the consideration paid
by the Borrower or such Subsidiary Guarantor consists solely of cash (including
proceeds of Revolving Loans or Swingline Loans), the assumption, issuance or
incurrence of Indebtedness otherwise permitted by Section 9.04(viii) and the
issuance of common equity of the Borrower or Qualified Preferred Stock of the
Borrower in each case to the extent no Default or Event of Default exists
pursuant to Section 10.10 or would result therefrom, (B) in the case of the
acquisition of 100% of the capital stock of any Person (including by way of
merger), such Person shall own no capital stock of any other Person (excluding
DE MINIMIS amounts) unless either (x) such Person owns 100% of the capital stock
of


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such other Person or (y) (1) such Person and its Wholly-Owned Subsidiaries
own at least 80% of the consolidated assets of such other Person and its
Subsidiaries and (2) any non-Wholly-Owned Subsidiary of such Person was
non-Wholly-Owned prior to the date of such Permitted Acquisition of such Person,
(C) the Acquired Entity or Business acquired pursuant to the respective
Permitted Acquisition is in a business permitted by Section 9.15, (D)
substantially all of the business, division or product lines of the Acquired
Entity or Business (in the case of an asset acquisition), or the assets and
business of the Acquired Entity or Business taken as a whole (in the case of an
acquisition of Equity Interests), is in the United States and (E) all applicable
requirements of Sections 8.14, 9.02 and 9.16 applicable to Permitted
Acquisitions are satisfied. Notwithstanding anything to the contrary contained
in the immediately preceding sentence, an acquisition which does not otherwise
meet the requirements set forth above in the definition of "Permitted
Acquisition" shall constitute a Permitted Acquisition if, and to the extent, the
Required Lenders agree in writing, prior to the consummation thereof, that such
acquisition shall constitute a Permitted Acquisition for purposes of this
Agreement.

            "Permitted Acquisition Seller Notes" shall mean promissory notes
issued by the Borrower as consideration for one or more Permitted Acquisitions,
each of which seller notes (i) shall not be guaranteed or supported by any
Subsidiary of the Borrower in any manner, (ii) shall not provide for any cash
interest to be paid thereon other than cash interest payments which, when added
to all other cash interest payments made or required to be made in respect of
all other such seller notes, do not and cannot exceed $2,500,000 during any
fiscal year of the Borrower, (iii) shall not mature prior to December 19, 2006,
(iv) shall not require any scheduled repayments of the Indebtedness evidenced
thereby (other than at final maturity) or include any other mandatory repayment
provisions, (v) shall include the subordination provisions contained in Exhibit
N and (vi) shall otherwise be satisfactory to the Administrative Agent.

            "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the Mortgage Policy
delivered with respect thereto, all of which exceptions must be acceptable to
the Administrative Agent in its reasonable discretion.

            "Permitted Liens" shall have the meaning provided in Section 9.01.

            "Person" shall mean any individual, partnership, joint venture,
firm, corporation, association, limited liability company, trust or other
enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

            "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate on or after the Initial Borrowing Date, and each such plan for
the five year period immediately following the latest date (whether before or
after the Initial Borrowing Date) on which the Borrower, a Subsidiary of the
Borrower or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

            "Pledge Agreement" shall have the meaning provided in Section 5.08.


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           "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreement.

            "Pledgee" shall have the meaning as defined in the Pledge Agreement.

            "Prime Lending Rate" shall mean the rate which the Administrative
Agent announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer by the Administrative Agent, which may
make commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

            "PRO FORMA Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a PRO FORMA basis to (x) the Permitted
Acquisition then being consummated as well as any other Permitted Acquisition
consummated after the first day of the relevant Test Period or Calculation
Period, as the case may be, and on or prior to the date of the respective
Permitted Acquisition then being effected and (y) the incurrence of any
Indebtedness that is incurred in connection with, or to finance, one or more
Permitted Acquisitions; PROVIDED that, for purposes of calculations pursuant to
Section 8.14, such calculations shall also give effect on a PRO FORMA basis to
(a) the incurrence of any Indebtedness (other than revolving Indebtedness,
except to the extent same is incurred to refinance other outstanding
Indebtedness or to finance one or more Permitted Acquisitions) after the first
day of the relevant Calculation Period as if such Indebtedness had been incurred
(and the proceeds thereof applied) on the first day of the relevant Calculation
Period and (b) the permanent repayment of any Indebtedness (other than revolving
Indebtedness) after the first day of the relevant Calculation Period as if such
Indebtedness had been retired or redeemed on the first day of the relevant
Calculation Period, with the following rules to apply in connection therewith:

            (i) for purposes of Section 8.14 only, all Indebtedness (x) (other
      than revolving Indebtedness, except to the extent same is incurred to
      refinance other outstanding Indebtedness or to finance one or more
      Permitted Acquisitions) incurred or issued after the first day of the
      relevant Calculation Period (whether incurred to finance a Permitted
      Acquisition, to refinance Indebtedness or otherwise) shall be deemed to
      have been incurred or issued (and the proceeds thereof applied) on the
      first day of the respective Calculation Period and remain outstanding
      through the date of determination (and thereafter in the case of
      projections pursuant to Section 8.14) and (y) (other than revolving
      Indebtedness) permanently retired or redeemed after the first day of the
      relevant Calculation Period shall be deemed to have been retired or
      redeemed on the first day of the respective Calculation Period and remain
      retired through the date of determination (and thereafter in the case of
      projections pursuant to Section 8.14);

            (ii) for purposes of Section 8.14 only, all Indebtedness assumed to
      be outstanding pursuant to preceding clause (i) shall be deemed to have
      borne interest at (x) the rate applicable thereto, in the case of fixed
      rate indebtedness or (y) the rates which would


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      have been applicable thereto during the respective period when same was
      deemed outstanding, in the case of floating rate Indebtedness (although
      interest expense with respect to any Indebtedness for periods while same
      was actually outstanding during the respective period shall be calculated
      using the actual rates applicable thereto while same was actually
      outstanding); PROVIDED that all Indebtedness (whether actually outstanding
      or deemed outstanding) bearing interest at a floating rate of interest
      shall be tested on the basis of the rates applicable at the time the
      determination is made pursuant to said provisions;

            (iii) for purposes of determinations of the Leverage Ratio (other
      than for purposes of Section 8.14), Consolidated Indebtedness shall be the
      actual amount thereof as of the last day of the respective Calculation
      Period or Test Period, as the case may be; PROVIDED that, for purposes of
      determining the Leverage Ratio as it relates to the definition of
      Applicable Margin and Applicable Commitment Commission Percentage, to the
      extent any Permitted Acquisition is consummated after the last day of the
      respective Calculation Period or Test Period and on or prior to the date
      of delivery of the certificate referenced in the definition of Applicable
      Margin, all Indebtedness incurred or assumed in connection with one or
      more Permitted Acquisitions consummated after the last day of the
      respective Test Period shall be added to Consolidated Indebtedness and
      shall be deemed to have been outstanding on the last day of the respective
      Calculation Period or Test Period, as the case may be; and

            (iv) in making any determination of Consolidated EBITDA on a PRO
      FORMA Basis, PRO FORMA effect shall be given to any Permitted Acquisition
      effected during the respective Calculation Period or Test Period (and
      thereafter to the extent provided in the definition of Applicable Margin
      and Applicable Commitment Commission or for purposes of Section 8.14) as
      if same had occurred on the first day of the respective Calculation Period
      or Test Period, as the case may be, taking into account, in the case of
      any Permitted Acquisition, factually supportable and identifiable cost
      savings and expenses which would otherwise be accounted for as an
      adjustment pursuant to Article 11 of Regulation S-X under the Securities
      Act, as if such cost savings or expenses were realized on the first day of
      the respective period.

            "Projections" shall mean the projections contained in the
Confidential Information Memorandum, dated November 2000, which were prepared by
or on behalf of the Borrower in connection with this Agreement and delivered to
the Administrative Agent and the Lenders prior to the Initial Borrowing Date.

            "Qualified Preferred Stock" shall mean any preferred equity
interests of the Borrower so long as the terms of any such preferred equity
interests (v) do not contain any mandatory put, redemption, repayment, sinking
fund or other similar provision prior to December 19, 2006, (w) do not require
the cash payment of dividends or distributions at any time that such cash
payment would result in a Default or Event of Default hereunder, (x) do not
contain any covenants, (y) do not grant the holders thereof any voting rights
except for (I) voting rights required to be granted to such holders under
applicable law and (II) limited customary


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voting rights on fundamental matters such as mergers, consolidations, sales of
all or substantially all of the assets of the Borrower, or liquidations
involving the Borrower, and (z) are otherwise reasonably satisfactory to the
Administrative Agent.

            "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December occurring after the Initial Borrowing Date,
commencing on the last Business Day of December, 2000.

            "Quarterly Pricing Certificate" shall have the meaning provided in
the definition of Applicable Commitment Commission Percentage and Applicable
Margin contained in this Agreement.

            "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same has been and may hereafter be amended from time to time, 42 U.S.C. Section
6901 ET SEQ.

            "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

            "Receivables Facility" shall mean the facility evidenced by that
certain Receivables Purchase Agreement, dated as of December 29, 1997, as
amended prior to the Effective Date, among the Receivables Subsidiary, the
Borrower, Pooled Accounts Receivable Capital Corporation, and Nesbitt Burns
Securities Inc., PROVIDED that the Receivables Facility may be extended,
amended, modified, refinanced or replaced, or successively extended, amended,
modified, refinanced or replaced, after the Initial Borrowing Date, so long as
the Receivables Facility Amendment Conditions are satisfied (in which event the
Receivables Facility, as so extended, amended, modified, refinanced or replaced,
shall be deemed to be the Receivables Facility hereunder).

            "Receivables Facility Amendment Conditions" shall mean, with respect
to any extension, amendment, modification or replacement of any Receivables
Facility Document, the requirement that the following shall be true after giving
effect to such extension, amendment, modification or replacement:

            (A)     the maximum Receivables Indebtedness permitted under the
      Receivables Facility shall not be greater than $50,000,000;

            (B)     the scheduled maturity of such extended, amended, modified
      or replaced facility shall not be earlier than the scheduled maturity of
      the Receivables Facility prior to such extension, amendment, modification
      or replacement;

            (C)     the Receivables Subsidiary would be required to apply all
      funds available to it (after giving effect to the allocation of funds to
      reserves required under the terms of the Receivables Facility Documents
      and to the payment of interest, principal and other amounts owed under the
      Receivables Facility Documents) to pay the purchase price for accounts
      receivable (including any deferred portion of the purchase price) or to
      make Dividends to the Borrower;


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            (D)     the termination events or early amortization events (however
      defined) in the Receivables Facility Documents shall not be made more
      onerous (whether through the modification of existing termination events
      or early amortization events or the provision of additional such events)
      on the Borrower and its Subsidiaries in any material respect;

            (E)     the degree of recourse to the Borrower or its Subsidiaries
      (other than the Receivables Subsidiary) under or in respect of the
      Receivables Facility Documents shall not be increased in any material
      respect (as determined in good faith by the Borrower) and in no event
      shall the Borrower or any of its Subsidiaries (other than the Receivables
      Subsidiary) have recourse liability (except pursuant to Standard
      Securitization Undertakings) for the payment of any Receivables Facility
      Assets or any investor certificates or purchased interests pursuant to
      such extended, amended, modified or replaced facility;

            (F)     the covenants included in the Receivables Facility Documents
      shall not be made more restrictive (whether through the modification of
      existing covenants or the provision of additional covenants) to the
      Borrower and its Subsidiaries in any material respect;

            (G)     if additional representations and warranties are included in
      the Receivables Facility Documents or existing representations and
      warranties are made more restrictive, such additional or amended
      representations and warranties shall not be adverse in any material
      respect to the interest of the Borrower and its Subsidiaries taken as a
      whole (as determined in good faith by the Borrower);

            (H)     the provisions of the Receivables Facility shall not
      conflict with the relevant requirements of Sections 9.02, 9.04 and 9.05;
      and

            (I)     all of the other terms and conditions with respect to such
      extension, amendment, modification or replacement and with respect to the
      Receivables Facility as so extended, modified or replaced, shall be
      satisfactory to the Administrative Agent.

            "Receivables Facility Assets" shall mean all accounts receivable
(whether now existing or arising in the future) of any of Receivables Sellers
(other than the Receivables Subsidiary) which are transferred to the Receivables
Subsidiary pursuant to the Receivables Facility Documents, and any assets
directly related thereto, including, without limitation, (i) all collateral
given by the respective account debtor or on its behalf (but not by the Borrower
or any of its Subsidiaries) securing such accounts receivable and (ii) all
contracts and all guarantees (but not by the Borrower or any of its
Subsidiaries) or other obligations directly related to such accounts receivable
and proceeds of all of the foregoing.

            "Receivables Facility Documents" shall mean each of the documents
and agreements entered into in connection with the Receivables Facility,
including all documents and agreements relating to the issuance, funding and/or
purchase of certificates and purchased interests, in each case as such documents
and agreements may be amended, modified,


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supplemented, refinanced or replaced from time to time in accordance with the
terms hereof and thereof.

            "Receivables Facility Financing Costs" shall mean, for any period,
the total consolidated interest and fee expense of the Borrower and its
Subsidiaries which would have existed for such period pursuant to the
Receivables Facility if same were structured as a secured lending arrangement
rather than as a facility for the sale of Receivables Facility Assets, assuming
an imputed interest rate commensurate with amounts being charged pursuant to the
Receivables Facility Documents.

            "Receivables Indebtedness" shall mean Indebtedness of the Borrower
and/or its Subsidiaries pursuant to the Receivables Facility, including the
amount of any Indebtedness which would be deemed to exist if the Receivables
Facility was structured as a secured financing transaction as opposed to a
purchase transaction.

            "Receivables Sellers" at any time shall mean the Borrower and any of
its Subsidiaries which is, at such time, a Person which is selling or
transferring Receivables Facility Assets to the Receivables Subsidiary pursuant
to the Receivables Facility Documents.

            "Receivables Subsidiary" shall mean Nash-Finch Funding Corp., a
Delaware corporation; it being understood and agreed that the Receivables
Subsidiary shall not be permitted to engage in any activities other than in
connection with the financing of accounts receivable pursuant to the Receivables
Facility and that (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of the Receivables Subsidiary (i) is or shall at any
time be guaranteed by the Borrower or any other Subsidiary of the Borrower
(excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is or
shall at any time be recourse to or obligate the Borrower or any other
Subsidiary of the Borrower in any way other than pursuant to Standard
Securitization Undertakings or (iii) currently subjects or shall at any time
subject any property or asset of the Borrower or any other Subsidiary of the
Borrower, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings, (b)
neither the Borrower nor any of its Subsidiaries has or shall at any time have
any contract, agreement, arrangement or understanding (other than pursuant to
the Receivables Facility Documents (including with respect to fees payable in
the ordinary course of business in connection with the servicing of accounts
receivable and related assets)) with Receivables Subsidiary on terms less
favorable to the Borrower or such Subsidiary than those that might be obtained
at the time from persons that are not Affiliates of the Borrower, and (c)
neither the Borrower nor any other Subsidiary of the Borrower has or shall at
any time have any obligation to maintain or preserve the Receivables
Subsidiary's financial condition or cause such entity to achieve certain levels
of operating results.

            "Recovery Event" shall mean the receipt by the Borrower or any of
its Subsidiaries of any cash insurance proceeds (other than proceeds from
business interruption insurance) or condemnation awards payable (i) by reason of
theft, loss, physical destruction, damage, taking or any other similar event
with respect to any property or assets of the Borrower


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or any of its Subsidiaries and (ii) under any policy of insurance
required to be maintained under Section 8.03.

            "Register" shall have the meaning provided in Section 13.15.

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

            "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Release" shall mean the active or passive disposing, discharging,
injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping,
emptying, pouring, seeping, migrating or the like, into or upon any land or
water or air, or otherwise entering into the environment.

            "Replaced Lender" shall have the meaning provided in Section 1.13.

            "Replacement Lender" shall have the meaning provided in Section
1.13.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
 .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

            "Required Lenders" shall mean Non-Defaulting Lenders the sum of
whose outstanding Term Loans and Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and RL Percentages of (x)
outstanding Swingline Loans and (y) Letter of Credit Outstandings) represent at
least 50.1% of the sum of (i) all outstanding Term Loans of Non-Defaulting
Lenders, and (ii) the Total Revolving Loan Commitment less the Revolving Loan
Commitments of all Defaulting Lenders (or after the termination thereof, the sum
of then total outstanding Revolving Loans of Non-Defaulting Lenders and the
aggregate RL Percentages of all Non-Defaulting Lenders of the total (x)
outstanding Swingline Loans and (y) Letter of Credit Outstandings at such time).

            "Returns" shall have the meaning provided in Section 7.09.

            "Revolving Loan" shall have the meaning provided in Section 1.01(b).


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            "Revolving Loan Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I directly below the column
entitled "Revolving Loan Commitment," as same may be (x) reduced from time to
time pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time
as a result of assignments to or from such Lender pursuant to Section 1.13 or
13.04(b).

            "Revolving Note" shall have the meaning provided in Section 1.05(a).

            "RL Lender" shall mean each Lender with a Revolving Loan Commitment
or with outstanding Revolving Loans.

            "RL Percentage" of any RL Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such RL Lender at such time and the denominator of which is the
Total Revolving Loan Commitment at such time, PROVIDED that if the RL Percentage
of any RL Lender is to be determined after the Total Revolving Loan Commitment
has been terminated, then the RL Percentage of such RL Lender shall be
determined immediately prior (and without giving effect) to such termination.

            "SEC" shall have the meaning provided in Section 8.01(g).

            "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

            "Secured Creditors" shall have the meaning assigned that term in the
respective Security Documents.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

            "Security Agreement" shall have the meaning provided in Section
5.09.

            "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

            "Security Document" shall mean and include each of the Security
Agreement, the Pledge Agreement, each Mortgage and, after the execution and
delivery thereof, each Additional Security Document.

            "Shareholder Agreements" shall mean all agreements entered into by
the Borrower or any of its Subsidiaries governing the terms and relative rights
of its equity interests and any agreements entered into by its shareholders
relating to any such entity with respect to its equity interests.


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            "Southeast Regional Stores" shall mean each retail store owned or
leased by the Borrower and its Subsidiaries on the Initial Borrowing Date and
located in North Carolina and South Carolina.

            "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnitees entered into by the Borrower or any
Subsidiary thereof in connection with the Receivables Facility which are
reasonably customary in an accounts receivable transaction.

            "Start Date" shall have the meaning provided in the definition of
Applicable Commitment Commission Percentage and Applicable Margin contained in
this Agreement.

            "Stated Amount" of each Letter of Credit shall mean, at any time,
the maximum amount available to be drawn thereunder (in each case determined
without regard to whether any conditions to drawing could then be met).

            "Subsidiaries Guaranty" shall have the meaning provided in Section
5.10.

            "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

            "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary (other than the Receivables Subsidiary) of the Borrower and, to the
extent required by Section 8.13, each Wholly-Owned Foreign Subsidiary of the
Borrower.

            "Supermajority Lenders" shall mean those Non-Defaulting Lenders
which would constitute Required Lenders under, and as defined in, this Agreement
if the percentage "50%" contained therein were changed to "66-2/3%".

            "Super Foods Subsidiary" shall mean Bad Axe Food Store, Inc., New
Castle Foods, Inc., Monroeville Foods, Inc. and Whitton Enterprises, Inc., but,
in each case, only while the respective such Person is a Domestic Subsidiary,
but not a Wholly-Owned Subsidiary, of the Borrower.

            "Super Foods Subsidiary Investments" shall have the meaning provided
in Section 9.17(b).

            "Swingline Expiry Date" shall mean that date which is five Business
Days prior to the Maturity Date.


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            "Swingline Lender" shall mean BTCo.

            "Swingline Loan" shall have the meaning provided in Section 1.01(c).

            "Swingline Note" shall have the meaning provided in Section 1.05(a).

            "Syndication Agent" shall have the meaning provided in the first
paragraph of this Agreement.

            "Syndication Date" shall mean that date upon which the
Administrative Agent determines in its sole discretion (and notifies the
Borrower) that the primary syndication (and resultant addition of Persons as
Lenders pursuant to Section 13.04(b)) has been completed.

            "Tax Benefit" shall have the meaning provided in Section 4.04(c).

            "Tax Sharing Agreement" shall mean all tax sharing, tax allocation
and other similar agreements entered into by the Borrower or any of its
Subsidiaries.

            "Taxes" shall have the meaning provided in Section 4.04(a).

            "Term Loan Commitment" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I directly below the column
entitled "Term Loan Commitment", as the same may be reduced or terminated from
time to time pursuant to Sections 3.03 and/or 10.

            "Term Loans" shall have the meaning provided in Section 1.01(a).

            "Term Note" shall have the meaning provided in Section 1.05(a).

            "Test Period" shall mean each period of four consecutive fiscal
quarters of the Borrower then last ended (in each case taken as one accounting
period).

            "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time.

            "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Lenders at such time.

            "Total Sales and Revenues" shall mean, for any period, sales of
merchandise and services by the Borrower and its Subsidiaries to their
respective third party customers, as reported in the Borrower's Form 10K and/or
10Q filed with the SEC covering such period.

            "Total Term Loan Commitment" shall mean, at any time, the sum of the
Term Loan Commitments of each of the Lenders.

            "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment then in effect less


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(y) the sum of the aggregate principal amount of all Revolving Loans and
Swingline Loans then outstanding plus the aggregate amount of all Letter of
Credit Outstandings.

            "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being three separate Tranches,
I.E., Term Loans, Revolving Loans and Swingline Loans.


            "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, I.E., whether a Base Rate Loan or a
Eurodollar Loan.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contribution).

            "United States" and "U.S." shall each mean the United States of
America.

            "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

            "Unutilized Revolving Loan Commitment" shall mean, with respect to
any Lender at any time, such Lender's Revolving Loan Commitment at such time
less the sum of (i) the aggregate outstanding principal amount of all Revolving
Loans made by such Lender at such time and (ii) such Lender's RL Percentage of
the Letter of Credit Outstandings at such time.

            "U.S. Bank" shall mean U.S. Bank National Association, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

            "Wholly-Owned Domestic Subsidiary" shall mean each Domestic
Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the
Borrower.

            "Wholly-Owned Foreign Subsidiary" shall mean each Foreign Subsidiary
of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower.

            "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.


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            SECTION 12. THE AGENTS.

            12.01 APPOINTMENT. The Lenders hereby irrevocably designate and
appoint BTCo as Administrative Agent (for purposes of this Section 12 and
Section 13.01, the term "Administrative Agent" also shall include BTCo in its
capacity as Collateral Agent pursuant to the Security Documents) to act as
specified herein and in the other Credit Documents. The Lenders hereby appoint
U.S. Bank and Harris Trust as Syndication Agents to act as specified herein and
in the other Credit Documents. The Lenders hereby appoint GECC as Documentation
Agent to act as specified herein and in the other Credit Documents. Each Lender
hereby irrevocably authorizes, and each holder of any Note by the acceptance of
such Note shall be deemed irrevocably to authorize, each Agent to take such
action on its behalf under the provisions of this Agreement, the other Credit
Documents and any other instruments and agreements referred to herein or therein
and to exercise such powers and to perform such duties hereunder and thereunder
as are specifically delegated to or required of each Agent by the terms hereof
and thereof and such other powers as are reasonably incidental thereto. Each
Agent may perform any of its duties hereunder by or through its officers,
directors, agents, employees or affiliates.

            12.02 NATURE OF DUTIES. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. No Agent nor any of its officers, directors, agents,
employees or affiliates shall be liable for any action taken or omitted by any
of them hereunder or under any other Credit Document or in connection herewith
or therewith, unless caused by its or their gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of each Agent shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or in any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein.

            12.03 LACK OF RELIANCE ON THE AGENTS. Independently and without
reliance upon the Administrative Agent, each Lender and the holder of each Note,
to the extent it deems appropriate, has made and shall continue to make (i) its
own independent investigation of the financial condition and affairs of the
Borrower and its Subsidiaries in connection with the making and the continuance
of the Loans and the taking or not taking of any action in connection herewith
and (ii) its own appraisal of the creditworthiness of the Borrower and its
Subsidiaries and, except as expressly provided in this Agreement, no Agent shall
not have any duty or responsibility, either initially or on a continuing basis,
to provide any Lender or the holder of any Note with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter. No Agent shall be
responsible to any Lender or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document


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or the financial condition of the Borrower or any of its Subsidiaries or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Borrower or any of its Subsidiaries
or the existence or possible existence of any Default or Event of Default.

            12.04 CERTAIN RIGHTS OF THE AGENTS. If any Agent requests
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Lender by
reason of so refraining. Without limiting the foregoing, neither any Lender nor
the holder of any Note shall have any right of action whatsoever against any
Agent as a result of such Agent acting or refraining from acting hereunder or
under any other Credit Document in accordance with the instructions of the
Required Lenders.

            12.05 RELIANCE. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent.

            12.06 INDEMNIFICATION. To the extent any Agent (or any affiliate
thereof) is not reimbursed and indemnified by the Borrower, the Lenders will
reimburse and indemnify such Agent (and any affiliate thereof) in proportion to
their respective "percentage" as used in determining the Required Lenders
(determined as if there were no Defaulting Lenders) for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by such Agent (or any affiliate
thereof) in performing its duties hereunder or under any other Credit Document
or in any way relating to or arising out of this Agreement or any other Credit
Document; PROVIDED that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
(or such affiliate's) gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final and non-appealable decision).

            12.07 EACH AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its
obligation to make Loans, or issue or participate in Letters of Credit, under
this Agreement, each Agent shall have the rights and powers specified herein for
a "Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lender," "Required
Lenders," "Majority Lenders," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include such Agent in its
individual capacity. Each Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking, investment banking,
trust or other business with, or provide debt financing,


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equity capital or other services (including financial advisory services) to any
Credit Party or any Affiliate of any Credit Party (or any Person engaged in a
similar business with any Credit Party or any Affiliate thereof) as if it were
not performing the duties specified herein, and may accept fees and other
consideration from any Credit Party or any Affiliate of any Credit Party for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

            12.08 HOLDERS. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, 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, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

            12.09 RESIGNATION BY THE AGENTS. (a) The Administrative Agent may
resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days' prior
written notice to the Lenders. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.

            (b)     Upon any such notice of resignation by the Administrative
Agent, the Required Lenders shall appoint a successor Administrative Agent
hereunder or thereunder who shall be a commercial bank or trust company
reasonably acceptable to the Borrower, which acceptance shall not be
unreasonably withheld or delayed (provided that the Borrower's approval shall
not be required if a Default or an Event of Default then exists).

            (c)     If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if a Default
or an Event of Default then exists), shall then appoint a successor
Administrative Agent who shall serve as Administrative Agent hereunder or
thereunder until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

            (d)     If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.

            (e)     Each Syndication Agent and the Documentation Agent may, upon
five Business Days' notice to the Borrower, the Administrative Agent and the
Lenders, resign at any time (effective upon the fifth Business Day after the
giving of such notice).


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            (f)     Upon a resignation of any Agent pursuant to this Section
12.09, such Agent shall remain indemnified to the extent provided in this
Agreement and the other Credit Documents and the provisions of this Section 12
shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as an Agent.

            12.10 THE SYNDICATION AGENTS AND THE DOCUMENTATION AGENT.
Notwithstanding any other provision of this Agreement or any provision of any
other Credit Document, each Syndication Agent and the Documentation Agent are
named as such for recognition purposes only, and in their respective capacities
as such shall have no powers, rights, duties, responsibilities or liabilities
with respect to this Agreement or the other Credit Documents or the transactions
contemplated hereby and thereby. Without limitation of the foregoing, neither
the Syndication Agent nor the Documentation Agent shall, solely by reason of
this Agreement or any other Credit Document, have any fiduciary relationship in
respect of any Lender or any other Person.

            SECTION 13.  MISCELLANEOUS.

            13.01 PAYMENT OF EXPENSES, ETC. The Borrower hereby agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent and the
Collateral Agent (including, without limitation, the reasonable fees and
disbursements of White & Case LLP and the Administrative Agent's other counsel
and consultants) in connection with the preparation, execution and delivery of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Administrative Agent in connection with its
syndication efforts with respect to this Agreement and each Agent and, after the
occurrence of an Event of Default, each of the Lenders in connection with the
enforcement of this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings (including, in each case without limitation, the
reasonable fees and disbursements of counsel and consultants for the Agents and,
after the occurrence of an Event of Default, counsel for each of the Lenders);
(ii) pay and hold each Agent and each of the Lenders harmless from and against
any and all present and future stamp, excise and other similar documentary taxes
with respect to the foregoing matters and save such Agent and each of the
Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify
each Agent and each Lender, and each of their respective officers, directors,
employees, representatives, agents, affiliates, trustees and investment advisors
from and hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not any Agent or any Lender is a party thereto and
whether or not such investigation, litigation or other proceeding is brought by
or on


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behalf of any Credit Party) related to the entering into and/or performance
of this Agreement or any other Credit Document or the use of any Letter of
Credit or the proceeds of any Loans hereunder or the consummation of any
other transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other
Credit Documents, or (b) the actual or alleged presence of Hazardous
Materials in the air, surface water or groundwater or on the surface or
subsurface of any Real Property at any time owned, leased or operated by the
Borrower or any of its Subsidiaries, the generation, storage, transportation,
handling or disposal of Hazardous Materials by the Borrower or any of its
Subsidiaries at any location, whether or not owned, leased or operated by the
Borrower or any of its Subsidiaries, the non-compliance by the Borrower or
any of its Subsidiaries with any Environmental Law (including applicable
permits thereunder) applicable to any Real Property, or any Environmental
Claim asserted against the Borrower, any of its Subsidiaries or any Real
Property at any time owned, leased or operated by the Borrower or any of its
Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in
connection with any such investigation, litigation or other proceeding (but
excluding, in each case, any losses, liabilities, claims, damages or expenses
to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as determined by a court of
competent jurisdiction in a final and non-appealable decision)). To the
extent that the undertaking to indemnify, pay or hold harmless the
Administrative Agent or any Lender set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction
of each of the indemnified liabilities which is permissible under applicable
law.

            13.02 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Agent and each Lender is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to any Credit Party or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Agent or such Lender (including, without limitation, by branches and
agencies of such Lender wherever located) to or for the credit or the account of
any Credit Party against and on account of the Obligations and liabilities of
the Credit Parties to such Agent or such Lender under this Agreement or under
any of the other Credit Documents, including, without limitation, all interests
in Obligations purchased by such Lender pursuant to Section 13.06(b), and all
other claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such
Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.

            13.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents; if to any Lender, at its address specified on Schedule II; and
if


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to the Administrative Agent, at the Notice Office; or, as to any Credit Party
or the Administrative Agent, at such other address as shall be designated by
such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a
written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telegraphed, telexed, telecopied, or
cabled or sent by overnight courier, be effective when deposited in the
mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier, except that
notices and communications to the Administrative Agent and the Borrower shall
not be effective until received by the Administrative Agent or the Borrower,
as the case may be.

            13.04 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS. (a) This
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto;
PROVIDED, HOWEVER, the Borrower may not assign or transfer any of its rights,
obligations or interest hereunder without the prior written consent of the
Lenders and, PROVIDED FURTHER, that, although any Lender may transfer, assign
or grant participations in its rights hereunder, such Lender shall remain a
"Lender" for all purposes hereunder (and may not transfer or assign all or
any portion of its Commitments hereunder except as provided in Sections 1.13
and 13.04(b)) and the transferee, assignee or participant, as the case may
be, shall not constitute a "Lender" hereunder and, PROVIDED FURTHER, that no
Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or
any other Credit Document except to the extent such amendment or waiver would
(i) extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Maturity Date) in
which such participant is participating, or reduce the rate or extend the
time of payment of interest or Fees thereon (except in connection with a
waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof (it being understood that any amendment
or modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees
payable hereunder), or increase the amount of the participant's participation
over the amount thereof then in effect (it being understood that a waiver of
any Default or Event of Default or of a mandatory reduction in the Total
Commitment shall not constitute a change in the terms of such participation,
and that an increase in any Commitment (or the available portion thereof) or
Loan shall be permitted without the consent of any participant if the
participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement or (iii) release all or substantially
all of the Collateral under all of the Security Documents (except as
expressly provided in the Credit Documents) supporting the Loans or Letters
of Credit hereunder in which such participant is participating. In the case
of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation.

            (b)     Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related out-


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standing Obligations (or, if the Commitments with respect to the relevant
Tranche have terminated, outstanding Obligations) hereunder to (i)(A) its
parent company and/or any affiliate of such Lender which is at least 50%
owned by such Lender or its parent company or (B) to one or more other
Lenders or any affiliate of any such other Lender which is at least 50% owned
by such other Lender or its parent company (PROVIDED that any fund that
invests in loans and is managed or advised by the same investment advisor of
another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the
purposes of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender
that is a fund that invests in loans, any other fund that invests in loans
and is managed or advised by the same investment advisor of such Lender or by
an Affiliate of such investment advisor or (y) assign all, or if less than
all, a portion equal to at least (A) in the case of an assignment of Term
Loans, $1,000,000 and (B) in the case of an assignment of Revolving Loan
Commitments and related outstanding Obligations, $5,000,000 in the aggregate
for the assigning Lender or assigning Lenders, of such Commitments and
related outstanding Obligations (or, if the Commitments with respect to the
relevant Tranche have terminated, outstanding Obligations) hereunder to one
or more Eligible Transferees (treating any fund that invests in loans and any
other fund that invests in loans and is managed or advised by the same
investment advisor of such fund or by an Affiliate of such investment advisor
as a single Eligible Transferee), each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and
Assumption Agreement, PROVIDED that, (i) at such time Schedule I shall be
deemed modified to reflect the Commitments and/or outstanding Loans, as the
case may be, of such new Lender and of the existing Lenders, (ii) upon the
surrender of the relevant Notes by the assigning Lender (or, upon such
assigning Lender's indemnifying the Borrower for any lost Note pursuant to a
customary indemnification agreement) new Notes will be issued, at the
Borrower's expense, to such new Lender and to the assigning Lender upon the
request of such new Lender or assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments and/or
outstanding Loans, as the case may be, (iii) the consent of the
Administrative Agent and, so long as no Default or Event of Default then
exists the consent of the Borrower shall (in either case) be required in
connection with any such assignment pursuant to clause (y) above (each of
which consents shall not be unreasonably withheld or delayed), (iv) the
consent of BTCo (which consent shall not be unreasonably withheld or delayed)
shall be required in connection with any assignment of the Total Revolving
Loan Commitment and related outstanding Obligations (or, if the Total
Revolving Loan Commitment has terminated, outstanding Obligations), (v) the
Administrative Agent shall receive at the time of each such assignment, from
the assigning or assignee Lender, the payment of a non-refundable assignment
fee of $3,500 and (vi) no such transfer or assignment will be effective until
recorded by the Administrative Agent on the Register pursuant to Section
13.15. To the extent of any assignment pursuant to this Section 13.04(b), the
assigning Lender shall be relieved of its obligations hereunder with respect
to its assigned Commitments and outstanding Loans. At the time of each
assignment pursuant to this Section 13.04(b) to a Person which is not already
a Lender hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective assignee Lender shall, to the extent legally entitled to do
so, provide to the Borrower the appropriate Internal Revenue Service Forms
(and, if applicable, a Section 4.04(b)(ii) Certificate) described in Section
4.04(b). To the extent that an assignment of all or any portion of a Lender's


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Commitments and related outstanding Obligations pursuant to Section 1.13 or
this Section 13.04(b) would, at the time of such assignment, result in
increased costs under Section 1.10, 2.06 or 4.04 from those being charged by
the respective assigning Lender prior to such assignment, then the Borrower
shall not be obligated to pay such increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall
be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).

            (c)     Nothing in this Agreement shall prevent or prohibit any
Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank
and, with the consent of the Administrative Agent, any Lender which is a fund
may pledge all or any portion of its Loans and Notes to its trustee or to a
collateral agent providing credit or credit support to such Lender in support
of its obligations to its trustee or such collateral agent, as the case may
be. No pledge pursuant to this clause (c) shall release the transferor Lender
from any of its obligations hereunder.

            13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of any Agent, any Issuing Lender or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course
of dealing between the Borrower or any other Credit Party and any Agent, any
Issuing Lender or any Lender shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or
under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit
Document expressly provided are cumulative and not exclusive of any rights,
powers or remedies which any Agent, any Issuing Lender or any Lender would
otherwise have. No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of any Agent, any
Issuing Lender or any Lender to any other or further action in any
circumstances without notice or demand.

            13.06 PAYMENTS PRO RATA. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, the Administrative Agent shall distribute such payment to the
Lenders (other than any Lender that has consented in writing to waive its PRO
RATA share of any such payment) PRO RATA based upon their respective shares,
if any, of the Obligations with respect to which such payment was received.

            (b)     Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security,
by the exercise of the right of setoff or banker's lien, by counterclaim or
cross action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or
interest on, the Loans, Unpaid Drawings, Commitment Commission or Letter of
Credit Fees, of a sum which with respect to the related sum or sums received
by other Lenders is in a greater proportion than the total of such Obligation
then owed and due to such Lender bears to the total


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of such Obligation then owed and due to all of the Lenders immediately prior
to such receipt, then such Lender receiving such excess payment shall
purchase for cash without recourse or warranty from the other Lenders an
interest in the Obligations of the respective Credit Party to such Lenders in
such amount as shall result in a proportional participation by all the
Lenders in such amount; PROVIDED that if all or any portion of such excess
amount is thereafter recovered from such Lenders, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

            (c)     Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to
Defaulting Lenders.

            13.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to
be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in
the notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders); PROVIDED that, (i) except as otherwise specifically provided
herein, all computations of the Applicable Commitment Commission Percentage
and the Applicable Margin, and all computations and all definitions
(including accounting terms) used in determining compliance with Sections
9.07 through 9.11, inclusive, shall utilize generally accepted accounting
principles and policies in conformity with those used to prepare the
historical financial statements of the Borrower referred to in Section
7.05(a), (ii) to the extent expressly provided herein, certain calculations
shall be made on a PRO FORMA Basis and (iii) for the purposes of this
Agreement, all Receivables Indebtedness shall be treated as Indebtedness of
the Borrower and its Subsidiaries, regardless of any differing treatment
pursuant to generally accepted accounting principles, except that for
purposes of determinations of Consolidated Indebtedness, such Receivables
Indebtedness shall only be included if same would constitute a component of
Consolidated Indebtedness in accordance with the definition thereof contained
therein.

            (b)     All computations of interest, Commitment Commission and
other Fees hereunder shall be made on the basis of a year of 360 days (or
365/366 days in the case of interest on Base Rate Loans) for the actual
number of days (including the first day but excluding the last day; except
that in the case of Letter of Credit Fees and Facing Fees, the last day shall
be included) occurring in the period for which such interest, Commitment
Commission or Fees are payable.

            13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE PROVIDED IN THE MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE


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SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE CITY OF
NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER, AND
AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER THE
BORROWER. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS
AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION
OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT
SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

            (b)     THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            (c)     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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


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same instrument. A set of counterparts executed by all the parties hereto
shall be lodged with the Borrower and each Agent.

            13.10 EFFECTIVENESS. This Agreement shall become effective on the
date (the "Effective Date") on which the Borrower, each Agent and each of the
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered the same to the Administrative Agent
at the Notice Office or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and
mailed to it. The Administrative Agent will give the Borrower and each Lender
prompt written notice of the occurrence of the Effective Date.

            13.11 HEADINGS DESCRIPTIVE. The headings of the several sections
and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

            13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party
thereto and the Required Lenders, PROVIDED that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other
than a Defaulting Lender) (with Obligations being directly affected in the
case of following clause (i)), (i) extend the final scheduled maturity of any
Loan or Note or extend the stated expiration date of any Letter of Credit
beyond the Maturity Date, or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with the waiver of
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof (it being understood that any amendment or
modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees for
the purposes of this clause (i)), (ii) release all or substantially all of
the Collateral (except as expressly provided in the Credit Documents) under
all the Security Documents, (iii) amend, modify or waive any provision of
this Section 13.12 (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the
protections to such additional extensions of credit of the type provided to
the Term Loans and the Revolving Loan Commitments on the Effective Date),
(iv) reduce the percentage specified in the definition of Required Lenders
(it being understood that, with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Lenders on substantially the same basis as
the extensions of Term Loans and Revolving Loan Commitments are included on
the Effective Date) or (v) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement; PROVIDED
FURTHER, that no such change, waiver, discharge or termination shall (1)
increase the Commitments of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of
Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase
in the available portion of any Commitment of any Lender shall not constitute
an increase of the Commitment of such Lender), (2) without the


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consent of each Issuing Lender, amend, modify or waive any provision of
Section 2 or alter such Issuing Lender's rights or obligations with respect
to Letters of Credit issued by it, (3) without the consent of the Swingline
Lender, alter the Swingline Lender's rights or obligations with respect to
Swingline Loans, (4) without the consent of each Agent, amend, modify or
waive any provision of Section 12 or any other provision as same relates to
the rights or obligations of such Agent, (5) without the consent of
Collateral Agent, amend, modify or waive any provision relating to the rights
or obligations of the Collateral Agent, (6) without the consent of the
Supermajority Lenders (x) reduce the ratio set forth in Section 9.11 or (y)
amend or modify the definition of Consolidated Working Capital Ratio to the
extent that such amendment or modification would have the effect of making it
easier for the Borrower to comply with Section 9.11 or (7) except in cases
where additional extensions of term loans and/or revolving loans are being
afforded substantially the same treatment afforded to the Term Loans and
Revolving Loans pursuant to this Agreement as originally in effect, without
the consent of the Majority Lenders of each Tranche which is being allocated
a lesser prepayment, repayment or commitment reduction as a result of the
actions described below (or without the consent of the Majority Lenders of
each Tranche in the case of an amendment to the definition of Majority
Lenders), amend the definition of Majority Lenders or alter the required
application of any prepayments or repayments (or commitment reduction), as
between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although
the Required Lenders may waive, in whole or in part, any such prepayment,
repayment or commitment reduction, so long as the application, as amongst the
various Tranches, of any such prepayment, repayment or commitment reduction
which is still required to be made is not altered).

            (b)     If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower, if the
respective Lender's consent is required with respect to less than all
Tranches of the Loans (or related Commitments), to replace only the Revolving
Loan Commitments and/or Loans of the respective non-consenting Lender which
gave rise to the need to obtain such Lender's individual consent) with one or
more Replacement Lenders pursuant to Section 1.13 so long as at the time of
such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting
Lender's Revolving Loan Commitment (if such Lender's consent is required as a
result of its Revolving Loan Commitment) and/or repay each Tranche of
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent, in accordance with Sections 3.02(b) and/or 4.01(b),
PROVIDED that, unless the Commitments that are terminated, and Loans repaid,
pursuant to preceding clause (B) are immediately replaced in full at such
time through the addition of new Lenders or the increase of the Commitments
and/or outstanding Loans of existing Lenders (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Lenders (determined after giving effect to
the proposed action) shall specifically consent thereto, PROVIDED FURTHER,
that in any event the Borrower shall not have the right to


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replace a Lender, terminate its Commitments or repay its Loans solely as a
result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) pursuant to the second proviso to Section
13.12(a).

            13.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations.

            13.14 DOMICILE OF LOANS. Each Lender may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Lender. Notwithstanding anything to the contrary contained herein, to the extent
that a transfer of Loans pursuant to this Section 13.14 would, at the time of
such transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04
from those being charged by the respective Lender prior to such transfer, then
the Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

            13.15 REGISTER. The Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 13.15, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Lenders, the Loans made by each of the Lenders
and each repayment in respect of the principal amount of the Loans of each
Lender. Failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower's obligations in respect of such Loans. With
respect to any Lender, the transfer of the Commitments of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and Loans shall remain owing to
the transferor. The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note (if
any) evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the assigning or transferor Lender
and/or the new Lender at the request of any such Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 13.15.

            13.16 CONFIDENTIALITY. (a) Subject to the provisions of clause (b)
of this Section 13.16, each Lender agrees that it will use its reasonable
efforts not to disclose without the prior consent of the Borrower (other than to
its employees, auditors, advisors or counsel or to another Lender if such Lender
or such Lender's holding or parent company in its sole discretion deter-


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mines that any such party should have access to such information, provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender) any information with respect to the Borrower or any of
its Subsidiaries which is now or in the future furnished pursuant to this
Agreement or any other Credit Document and which is designated by the Borrower
to the Lenders in writing as confidential, PROVIDED that any Lender may disclose
any such information (i) as has become generally available to the public other
than by virtue of a breach of this Section 13.16(a) by the respective Lender,
(ii) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such Lender or to the Federal Reserve Board or the
Federal Deposit Insurance Corporation or similar organizations (whether in the
United States or elsewhere) or their successors, (iii) as may be required or
appropriate in respect to any summons or subpoena or in connection with any
litigation, (iv) in order to comply with any law, order, regulation or ruling
applicable to such Lender, (v) to the Administrative Agent or the Collateral
Agent and (vi) to any prospective or actual transferee or participant in
connection with any contemplated transfer or participation of any of the Notes
or Commitments or any interest therein by such Lender, PROVIDED that such
prospective transferee agrees to be bound by the confidentiality provisions
contained in this Section 13.16.

            (b)     The Borrower hereby acknowledges and agrees that each Lender
may share with any of its affiliates, and such affiliates may share with such
Lender any information related to the Borrower or any of its Subsidiaries
(including, without limitation, any non-public customer information regarding
the creditworthiness of the Borrower and its Subsidiaries), provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender.

            13.17 LIMITATION ON ADDITIONAL AMOUNTS. Notwithstanding anything to
the contrary contained in Section 1.10, 2.06 or 4.04, unless a Lender gives
notice to the Borrower that the Borrower is obligated to pay any amount under
Section 1.10, 2.06 or 4.04 within 180 days after the later of (x) the date such
Lender incurs the respective increased costs. Taxes, loss, expense or liability,
reduction in the amounts received or receivable hereunder or reduction in return
of capital or (y) the date such Lender has actual knowledge of its incurrence of
the respective increased costs, Taxes, loss, expense or liability, reduction in
the amounts received or receivable hereunder or reduction in return of capital,
such Lender shall only be entitled to be compensated for any such amount by the
Borrower pursuant to Section 1.10, 2.06 or 4.04, as the case may be, to the
extent that any such amounts are incurred or suffered on or after the date which
occurs 180 days prior to such Lender giving notice to the Borrower that it is
obligated to pay the respective amounts pursuant to Section 1.10, 2.06 or 4.04,
as the case may be; PROVIDED, HOWEVER, that if the circumstances giving rise to
such claims have a retroactive effect, such 180-day period shall be extended to
include the period of such retroactive effect. This Section 13.17 shall not be
applicable to any Section of this Agreement other than Sections 1.10, 2.06 and
4.04.

            13.18 POST-CLOSING ACTIONS. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:


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            (i)     Form UCC-1 financing statements and the grants of security
interests in certain intellectual property delivered by the Borrower to the
Collateral Agent on the Initial Borrowing Date pursuant to the Security
Documents shall be filed in the appropriate governmental office within 10 days
following the Initial Borrowing Date.

            (ii)    stock certificates (and executed and undated endorsements
for the transfer thereof) evidencing the Equity Interests of each Subsidiary
(other than any Super Foods Subsidiary) of each Credit Party pledged to the
Collateral Agent pursuant to the Pledge Agreement shall be delivered to the
Collateral Agent within three days following the Initial Borrowing Date;

            (iii)   stock certificates (and executed and undated endorsements
for the transfer thereof) evidencing the Equity Interests of the Super Foods
Subsidiaries pledged to the Collateral Agent pursuant to the Pledge Agreement
shall be delivered to the Collateral Agent within ten days following the Initial
Borrowing Date (or such later date as may be agreed to in writing by the
Administrative Agent or the Required Lenders);

            (iv)    notes in an aggregate outstanding principal amount of
approximately $4,698,275 evidencing certain customer loans described on Annex C
to the Pledge Agreement and not delivered on the Initial Borrowing Date shall be
delivered to the Collateral Agent within 30 days following the Initial Borrowing
Date (or such later date as may be agreed to in writing by the Administrative
Agent or the Required Lenders); and

            (v)     executed landlord waivers in respect of the Real Property
set forth on Part B of Schedule IV (other than the Real Property located at 1133
Kingwood Avenue, Norfolk, Virginia) shall be delivered as promptly as possible
following the Initial Borrowing Date, it being understood that the Borrower and
its Subsidiaries shall only be required to use their reasonable commercial
efforts to obtain such landlord waivers.

            All provisions of this Credit Agreement and the other Credit
Documents (including, without limitation, all conditions precedent,
representations, warranties, covenants, events of default and other agreements
herein and therein) shall be deemed modified to the extent necessary to effect
the foregoing (and to permit the taking of the actions described above within
the time periods required above, rather than as otherwise provided in the Credit
Documents); PROVIDED that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the Initial
Borrowing Date the respective representation and warranty shall be required to
be true and correct in all material respects at the time the respective action
is taken (or was required to be taken) in accordance with the foregoing
provisions of this Section 13.18 and (y) all representations and warranties
relating to the Security Documents shall be required to be true immediately
after the actions required to be taken by this Section 13.18 have been taken (or
were required to be taken). The acceptance of the benefits of the Loans shall
constitute a covenant and agreement by the Borrower to each of the Lenders that
the actions required pursuant to this Section 13.18 will be, or have been, taken
within the relevant time periods referred to in this Section 13.18 and that, at
such time, all representations and warranties contained in this Credit Agreement
and the other Credit Documents shall then be true and correct


                                      122

<PAGE>

without any modification pursuant to this Section 13.18. The parties hereto
acknowledge and agree that the failure to take any of the actions required
above, within the relevant time periods required above, shall give rise to an
immediate Event of Default pursuant to this Agreement.

                                      * * *


                                      123


<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

ADDRESS:
-------

7600 France Avenue South                    NASH-FINCH COMPANY
P.O. Box 355
Minneapolis, MN  55440-0355
Attention: Robert B. Dimond                 By: /S/ ROBERT B. DIMOND
Tel No: (952) 897-8148                         --------------------
Fax No: (952) 844-1239                          Title: Senior VP and CFO


                                            BANKERS TRUST COMPANY, Individually
                                                and as Administrative Agent


                                            By: /S/ SCOTTYE D. LINDSEY
                                                -----------------------
                                                Title: Vice President



                                            GENERAL ELECTRIC CAPITAL
                                                CORPORATION, Individually and as
                                                Documentation Agent

                                            By: /S/ PAUL M. FEEHAN
                                                ------------------
                                                Title: Duly Authorized Signatory



                                            HARRIS TRUST AND SAVINGS BANK,
                                                Individually and as a
                                                Syndication Agent

                                            By: /S/ C. SCOTT PLACE
                                                ------------------
                                                Title: Vice President


<PAGE>

                                                                      SCHEDULE I

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                Individually and as a
                                                Syndication Agent

                                            By: /S/ MARK OLMON
                                                --------------
                                                Title: Senior Vice President



                                            FIRSTAR BANK, N.A.

                                            By: /S/ MARC MEIROVITZ
                                                ------------------
                                                Title: Vice President



                                            GMAC COMMERCIAL CREDIT LLC

                                            By: /S/ FRANK IMPERATO
                                                ------------------
                                                Title: Senior Vice President



                                            THE BANK OF TOKYO MITSUBISHI,LTD.,
                                                 CHICAGO BRANCH

                                            By: /S/ PATRICK MCCUE
                                                -----------------
                                                Title: Vice President & Manager



                                            TRANSAMERICA BUSINESS CREDIT
                                                CORPORATION

                                            By: /S/ STEVE GOETSCHIUS
                                                --------------------
                                                Title: Senior Vice President



                                            NATIONAL CITY BANK

                                            By: /S/ PATRICIA JACKSON
                                                --------------------
                                                Title: Vice President


<PAGE>

                                                                     SCHEDULE I


                                   COMMITMENTS
                                   -----------


<TABLE>
<CAPTION>
                                                                  TERM LOAN                     REVOLVING LOAN
             LENDER                                               COMMITMENT                       COMMITMENT
             ------                                               ----------                       ----------
<S>                                                               <C>                            <C>
             Bankers Trust Company                                 $14,000,000                    $21,000,000

             General Electric Capital
             Corporation                                           $14,000,000                    $21,000,000

             Harris Trust and Savings Bank                         $14,000,000                    $21,000,000

             U.S. Bank National                                    $14,000,000                    $21,000,000
             Association

             Firstar Bank, N.A.                                    $10,000,000                    $15,000,000

             GMAC Commercial Credit                                $10,000,000                    $15,000,000
             LLC

             The Bank of Tokyo                                     $10,000,000                    $15,000,000
             Mitsubishi,   Ltd.
             Chicago Branch

             Transamerica Business Credit                          $10,000,000                    $15,000,000
             Corporation

             National City Bank                                    $ 4,000,000                    $ 6,000,000
                                                                  ------------                   ------------
             TOTAL:                                               $100,000,000                   $150,000,000
</TABLE>


<PAGE>

                                                                     SCHEDULE II


                                LENDER ADDRESSES
                                ----------------



LENDER                                           ADDRESS
------                                           -------

Bankers Trust Company                            130 Liberty Street
                                                 New York, New York  10006
                                                 Attention:  Scottye Lindsey
                                                 Tel:  212-250-3964
                                                 Fax:  212-250-7218

General Electric Capital Corporation             10 South LaSalle Street
                                                 Suite 2800
                                                 Chicago, Illinois  60603
                                                 Attention:  Paul Feehan
                                                 Tel: (312) 419-5923
                                                 Fax: (312) 419-5957

Harris Trust and Savings Bank                    111 West Monroe Street
                                                 Chicago, Illinois  60603
                                                 Attention:  C. Scott Place
                                                 Tel: (312) 461-6703
                                                 Fax: (312) 765-8095

U.S. Bank National Association                   J.S. Bank Place
                                                 601 Second Avenue South
                                                 Minneapolis, MN  55402-4302
                                                 Attention: Mark Olmon
                                                 Tel: (612) 973-1085
                                                 Fax: (612) 973-0825

Firstar Bank, N.A.                               101 East Fifth Street
                                                 12th Floor
                                                 St. Paul, Minnesota  55101-1880
                                                 Attention: Marc Meirovitz
                                                 Tel: (651) 225-3841
                                                 Fax: (651) 298-6026

GMAC Commercial Credit LLC                       1290 Avenue of the Americas
                                                 New York, New York  10104
                                                 Attention: David Duffy
                                                 Tel: (212) 884-7142
                                                 Fax: (212) 408-7399


<PAGE>

                                                                     SCHEDULE II
                                                                          Page 2

LENDER                                           ADDRESS
------                                           -------

The Bank of Tokyo Mitsubishi, Ltd.               90 South Seventh Street
Chicago Branch                                   5100 Wells Fargo Center
                                                 Minneapolis, Minnesota  55402
                                                 Attention:  Patrick McCue/
                                                             Matthew Demott
                                                 Tel: (612) 333-0505
                                                 Fax: (612) 333-3735

TransAmerica Business Credit Corporation         International Corporate Center
                                                 at Rye
                                                 555 Theodore Fremd Avenue
                                                 Suite C-301
                                                 Rye, New York  10580
                                                 Attention:  Paul Dellova
                                                 Tel: (914) 925-7219
                                                 Fax: (914) 925-0110

National City Bank                               155 East Broad Street
                                                 Columbus, Ohio  43291
                                                 Attention:  Patricia Jackson
                                                 Tel: (614) 463-5065
                                                 Fax: (614) 463-8065


<PAGE>

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
<S>                                                                                                                        <C>
           1.01  The Commitments............................................................................................1
           1.02  Minimum Amount of Each Borrowing...........................................................................3
           1.03  Notice of Borrowing........................................................................................4
           1.04  Disbursement of Funds......................................................................................5
           1.05  Notes......................................................................................................6
           1.06  Conversions................................................................................................7
           1.07  Pro Rata Borrowings........................................................................................8
           1.08  Interest...................................................................................................8
           1.09  Interest Periods...........................................................................................9
           1.10  Increased Costs, Illegality, etc..........................................................................10
           1.11  Compensation..............................................................................................11
           1.12  Change of Lending Office..................................................................................12
           1.13  Replacement of Lenders....................................................................................12

SECTION 2.  Letters of Credit..............................................................................................13

           2.01  Letters of Credit.........................................................................................13
           2.02  Maximum Letter of Credit Outstandings; Final Maturities...................................................14
           2.03  Letter of Credit Requests; Minimum Stated Amount..........................................................14
           2.04  Letter of Credit Participations...........................................................................15
           2.05  Agreement to Repay Letter of Credit Drawings..............................................................17
           2.06  Increased Costs...........................................................................................18

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment..........................................................19

           3.01  Fees......................................................................................................19
           3.02  Voluntary Termination of Revolving Loan Commitments.......................................................20
           3.03  Mandatory Reduction of Commitments........................................................................20

SECTION 4.  Prepayments; Payments; Taxes...................................................................................21

           4.01  Voluntary Prepayments.....................................................................................21
           4.02  Mandatory Repayments......................................................................................22
           4.03  Method and Place of Payment...............................................................................25
           4.04  Net Payments..............................................................................................25

SECTION 5.  Conditions Precedent to Credit Events on the Initial Borrowing Date............................................27

           5.01  Effective Date; Notes.....................................................................................27
           5.02  Officer's Certificate.....................................................................................27
           5.03  Opinions of Counsel.......................................................................................27
           5.04  Corporate Documents; Proceedings; etc.....................................................................28


                                       (i)


<PAGE>

<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
<S>                                                                                                                        <C>
           5.05  Existing Credit Agreement.................................................................................28
           5.06  Adverse Change; Governmental Approvals; etc...............................................................29
           5.07  Litigation................................................................................................29
           5.08  Pledge Agreement..........................................................................................29
           5.09  Security Agreement........................................................................................29
           5.10  Subsidiaries Guaranty.....................................................................................30
           5.11  Mortgages; Title Insurance; Survey; Landlord Waivers......................................................30
           5.12  Officer's Certificate as to Compliance with Existing Senior Subordinated Indenture........................31
           5.13  Financial Statements......................................................................................31
           5.14  Solvency Certificate; Insurance Certificates..............................................................31
           5.15  Fees, etc.................................................................................................32

SECTION 6.  Conditions Precedent to All Credit Events......................................................................32

           6.01  No Default; Representations and Warranties................................................................32
           6.02  Notice of Borrowing; Letter of Credit Request.............................................................32

SECTION 7.  Representations, Warranties and Agreements.....................................................................32

           7.01  Organizational Status.....................................................................................33
           7.02  Power and Authority.......................................................................................33
           7.03  No Violation..............................................................................................33
           7.04  Approvals.................................................................................................34
           7.05  Financial Statements; Financial Condition; Undisclosed Liabilities........................................34
           7.06  Litigation................................................................................................35
           7.07  True and Complete Disclosure..............................................................................35
           7.08  Use of Proceeds; Margin Regulations.......................................................................36
           7.09  Tax Returns and Payments..................................................................................36
           7.10  Compliance with ERISA.....................................................................................37
           7.11  The Security Documents....................................................................................38
           7.12  Properties................................................................................................39
           7.13  Capitalization............................................................................................39
           7.14  Subsidiaries..............................................................................................39
           7.15  Compliance with Statutes, etc.............................................................................40
           7.16  Investment Company Act....................................................................................40
           7.17  Public Utility Holdings Company Act.......................................................................40
           7.18  Environmental Matters.....................................................................................40
           7.19  Labor Relations...........................................................................................41
           7.20  Intellectual Property, etc................................................................................41
           7.21  Indebtedness..............................................................................................41
           7.22  Insurance.................................................................................................41
           7.23  Subordination: Designation of the Credit Documents as "Designated Senior Indebtedness"; Etc...............41

                                      (ii)


<PAGE>

<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
<S>                                                                                                                        <C>
SECTION 8.  Affirmative Covenants..........................................................................................42

           8.01  Information Covenants.....................................................................................42
                          (a)  Quarterly Financial Statements..............................................................42
                          (b)  Annual Financial Statements.................................................................43
                          (c)  Management Letters..........................................................................43
                          (d)  Budgets.....................................................................................43
                          (e)  Officer's Certificates, etc.................................................................43
                          (f)  Notice of Default, Litigation and Material Adverse Effect...................................44
                          (g)  Other Reports and Filings...................................................................44
                          (h)  Environmental Matters.......................................................................45
                          (i)    ..........................................................................................45
                          (j)  Other Information...........................................................................45
           8.02  Books, Records and Inspections; Annual Meetings...........................................................46
           8.03  Insurance.................................................................................................46
           8.04  Existence; Franchises.....................................................................................47
           8.05  Compliance with Statutes, etc.............................................................................47
           8.06  Compliance with Environmental Laws........................................................................47
           8.07  ERISA.....................................................................................................48
           8.08  End of Fiscal Years; Fiscal Quarters......................................................................50
           8.09  Performance of Obligations................................................................................50
           8.10  Payment of Taxes..........................................................................................50
           8.11  Use of Proceeds...........................................................................................50
           8.12  Additional Security; Further Assurances; etc..............................................................50
           8.13  Foreign Subsidiaries Security.............................................................................53
           8.14  Permitted Acquisitions....................................................................................53
           8.15  Ownership of Subsidiaries; etc............................................................................55
           8.16  Maintenance of Company Separateness.......................................................................56
           8.17  No Other "Designated Senior Indebtedness".................................................................54

SECTION 9.  Negative Covenants.............................................................................................56

           9.01  Liens    .................................................................................................56
           9.02  Consolidation, Merger, Purchase or Sale of Assets, etc....................................................59
           9.03  Restricted Payments. .....................................................................................62
           9.04  Indebtedness..............................................................................................64
           9.05  Advances, Investments and Loans...........................................................................66
           9.06  Transactions with Affiliates..............................................................................69
           9.07  Capital Expenditures......................................................................................69
           9.08  Consolidated Interest Coverage Ratio......................................................................71
           9.09  Consolidated Fixed Charge Coverage Ratio..................................................................71
           9.10  Leverage Ratio............................................................................................71
           9.11  Consolidated Working Capital Ratio........................................................................72
           9.12  Limitations on Voluntary Prepayments and Modifications of Indebtedness; Modifications of
                  Certificate of Incorporation, By-Laws and Certain Other Agreements, etc..................................72


                                     (iii)


<PAGE>

<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
<S>                                                                                                                       <C>
           9.13  Limitation on Certain Restrictions on Subsidiaries........................................................73
           9.14  Limitation on Issuance of Capital Stock...................................................................73
           9.15  Business..................................................................................................74
           9.16  Limitation on Creation of Subsidiaries....................................................................74
           9.17  Overriding Provisions with Respect to Certain Covenants...................................................75

SECTION 10.  Events of Default.............................................................................................75

           10.01  Payments.................................................................................................76
           10.02  Representations, etc.....................................................................................76
           10.03  Covenants................................................................................................76
           10.04  Default Under Other Agreements...........................................................................76
           10.05  Bankruptcy, etc..........................................................................................77
           10.06  ERISA....................................................................................................77
           10.07  Security Documents.......................................................................................78
           10.08  Guaranties...............................................................................................78
           10.09  Judgments................................................................................................78
           10.10  Change of Control........................................................................................78
           10.11  Receivables Facility.....................................................................................79
           10.12  Ownership of Restricted Subsidiaries.....................................................................79
           10.13  Amendments to the Receivables Facility Documents.........................................................79

SECTION 11.  Definitions and Accounting Terms..............................................................................80

           11.01  Defined Terms............................................................................................80

SECTION 12.  The Agents...................................................................................................108

           12.01  Appointment.............................................................................................108
           12.02  Nature of Duties........................................................................................108
           12.03  Lack of Reliance on the Agents..........................................................................108
           12.04  Certain Rights of the Agents............................................................................109
           12.05  Reliance................................................................................................109
           12.06  Indemnification.........................................................................................109
           12.07  Each Agent in its Individual Capacity...................................................................109
           12.08  Holders.................................................................................................110
           12.09  Resignation by the Agents...............................................................................110
           12.10  The Syndication Agents and the Documentation Agent......................................................111

SECTION 13.  Miscellaneous................................................................................................111

           13.01  Payment of Expenses, etc................................................................................111
           13.02  Right of Setoff.........................................................................................112
           13.03  Notices.................................................................................................111
           13.04  Benefit of Agreement; Assignments; Participations.......................................................113
           13.05  No Waiver; Remedies Cumulative..........................................................................115
           13.06  Payments Pro Rata.......................................................................................115
           13.07  Calculations; Computations..............................................................................116


                                      (iv)


<PAGE>

<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
<S>                                                                                                                       <C>
           13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL..................................116
           13.09  Counterparts............................................................................................117
           13.10  Effectiveness...........................................................................................118
           13.11  Headings Descriptive....................................................................................118
           13.12  Amendment or Waiver; etc................................................................................118
           13.13  Survival................................................................................................120
           13.14  Domicile of Loans.......................................................................................120
           13.15  Register................................................................................................120
           13.16  Confidentiality.........................................................................................120
           13.17  Limitation on Additional Amounts........................................................................121
           13.18  Post-Closing Actions....................................................................................121
</TABLE>

SCHEDULE I                Commitments
SCHEDULE II               Lender Addresses
SCHEDULE III              Existing Letters of Credit
SCHEDULE IV               Real Property
SCHEDULE V                Subsidiaries
SCHEDULE VI               Existing Indebtedness
SCHEDULE VII              Insurance
SCHEDULE VIII             Existing Liens
SCHEDULE IX               Closed Distribution Centers and Retail Stores
SCHEDULE X                Existing Investments

EXHIBIT A-1               Notice of Borrowing
EXHIBIT A-2               Notice of Conversion/Continuation
EXHIBIT B-1               Term Note
EXHIBIT B-2               Revolving Note
EXHIBIT B-3               Swingline Note
EXHIBIT C                 Letter of Credit Request
EXHIBIT D                 Section 4.04(b)(ii) Certificate
EXHIBIT E                 Opinion of Oppenheimer Wolff & Donnelly LLP
EXHIBIT F                 Officers' Certificate
EXHIBIT G                 Pledge Agreement
EXHIBIT H                 Security Agreement
EXHIBIT I                 Subsidiaries Guaranty
EXHIBIT J                 Solvency Certificate
EXHIBIT K                 Compliance Certificate
EXHIBIT L                 Assignment and Assumption Agreement
EXHIBIT M                 Intercompany Note
EXHIBIT N                 Subordination Provisions


                                      (v)