<PAGE>
                                                                   EXHIBIT 10aac

                =================================================

                          LOAN AND SECURITY AGREEMENT

                =================================================

                            FLEET RETAIL FINANCE INC.
                              ADMINISTRATIVE AGENT
                                COLLATERAL AGENT

                =================================================

                            FLEET RETAIL FINANCE INC.
                           THE REVOLVING CREDIT LENDER

                =================================================

                          BACK BAY CAPITAL FUNDING LLC
                                 THE TERM LENDER




                              HOMELAND STORES, INC.
                                  THE BORROWER

                =================================================


                              DEBTOR IN POSSESSION
                                 August 15, 2001


                                      -1-

<PAGE>

                        TABLE OF CONTENTS

<Table>
<S>                                                                                           <C>
ARTICLE 1 - DEFINITIONS:

ARTICLE 2 - THE REVOLVING CREDIT:

        2-1.   Establishment of Revolving Credit ...........................................  46
        2-2.   Advances in Excess of Borrowing Base (OverLoans) ............................  47
        2-3.   Risks of Value of Collateral ................................................  47
        2-4.   Commitment to Make Revolving Credit Loans and Support Letters of Credit .....  47
        2-5.   Revolving Credit Loan Requests ..............................................  47
        2-6.   Suspension of Revolving Credit ..............................................  49
        2-7.   Making of Revolving Credit Loans ............................................  50
        2-8.   The Loan Account ............................................................  50
        2-9.   The Revolving Credit Notes ..................................................  52
        2-10.  Payment of The Loan Account .................................................  52
        2-11.  Interest on Revolving Credit Loans ..........................................  53
        2-12.  Revolving Credit Commitment Fee .............................................  54
        2-13.  Unused Line Fee; Facility Fee ...............................................  54
        2-14.  Early Termination Fee .......................................................  54
        2-15.  Concerning Fees .............................................................  55
        2-16.  Agents' and Lenders' Discretion .............................................  55
        2-17.  Procedures For Issuance of L/C's ............................................  56
        2-18.  Fees For L/C's ..............................................................  57
        2-19.  Concerning L/C's ............................................................  59
        2-20.  Changed Circumstances .......................................................  60

ARTICLE 3 - THE TERM LOAN:

        3-1.   Commitment To Make Term Loan ................................................  61
        3-2.   The Term Note ...............................................................  62
        3-3.   Payment of Principal of the Term Loan .......................................  62
        3-4.   Interest On The Term Loan ...................................................  63
        3-5.   TERM LOAN COMMITMENT; FEE TERM LOAN FACILITY FEE ............................  64
        3-6.   Payments On Account of Term Loan ............................................  64

ARTICLE 4 - CONDITIONS PRECEDENT:

        4-1.   Corporate Due Diligence .....................................................  65
        4-2.   Opinion .....................................................................  65
        4-3.   Additional Documents ........................................................  65
        4-4.   Officers' Certificates ......................................................  66
        4-5.   Borrowing Order .............................................................  66
        4-6.   Representations and Warranties ..............................................  66
</Table>


                                      -2-
<PAGE>

<Table>
<S>                                                                                           <C>
        4-7.   All Fees and Expenses Paid ..................................................  67
        4-8.   ADDITIONAL ADVANCES BY AWG ..................................................  67
        4-9.   Completion of Due Diligence .................................................  67
        4-10.  CONSENTS ....................................................................  67
        4-11.  Litigation ..................................................................  67
        4-12.  Accuracy of Financial Information ...........................................  67
        4-13.  Absence of Liens ............................................................  68
        4-14.  No Default ..................................................................  68
        4-15.  No Adverse Change ...........................................................  68
        4-16.  Change in Policies ..........................................................  68
        4-17.  Benefit of Conditions Precedent .............................................  68

ARTICLE 5 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

        5-1.   Payment and Performance of Liabilities ......................................  69
        5-2.   Due Organization. Authorization. No Conflicts ...............................  69
        5-3.   Trade Names .................................................................  70
        5-4.   Infrastructure ..............................................................  70
        5-5.   Locations ...................................................................  71
        5-6.   Encumbrances ................................................................  72
        5-7.   Indebtedness ................................................................  72
        5-8.   Insurance ...................................................................  73
        5-9.   Licenses ....................................................................  74
        5-10.  Leases ......................................................................  74
        5-11.  Requirements of Law .........................................................  74
        5-12.  Labor Relations .............................................................  74
        5-13.  Maintain Properties .........................................................  75
        5-14.  Taxes .......................................................................  76
        5-15.  No Margin Stock .............................................................  77
        5-16.  ERISA .......................................................................  77
        5-17.  Hazardous Materials .........................................................  78
        5-18.  Litigation ..................................................................  78
        5-19.  Dividends. Investments. Corporate Action ....................................  78
        5-20.  Loans .......................................................................  79
        5-21.  Protection of Assets ........................................................  80
        5-22.  Line of Business ............................................................  80
        5-23.  Affiliate Transactions ......................................................  80
        5-24.  Further Assurances ..........................................................  80
        5-25.  Adequacy of Disclosure ......................................................  81
        5-26.  No Restrictions on Liabilities ..............................................  82
        5-27.  AWG Indebtedness ............................................................  82
        5-28.  BANKRUPTCY PROTECTIONS ......................................................  84
        5-29.  AWG DOCUMENTS ...............................................................  84
        5-30.  RESTRUCTURING CONSULTANT ....................................................  85
        5-31.  Other Covenants .............................................................  85
</Table>


                                      -3-

<PAGE>


<Table>
<S>                                                                                           <C>
ARTICLE 6 FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

        6-1.   Maintain Records ............................................................  85
        6-2.   Access to Records ...........................................................  86
        6-3.   Immediate Notice to Administrative Agent ....................................  86
        6-4.   Borrowing Base Certificate ..................................................  89
        6-5.   Weekly Reports ..............................................................  89
        6-6.   Monthly Reports .............................................................  89
        6-7.   Quarterly Reports ...........................................................  90
        6-8.   Annual Reports ..............................................................  91
        6-9.   Officers' Certificates ......................................................  92
        6-10.  Inventories, Appraisals, and Audits .........................................  92
        6-11.  Additional Financial Information ............................................  93

ARTICLE 7 - USE OF COLLATERAL:

        7-1.   Use of Inventory Collateral .................................................  94
        7-2.   Inventory Quality ...........................................................  95
        7-3.   Adjustments and Allowances ..................................................  95
        7-4.   Validity of Accounts ........................................................  95
        7-5.   Notification to Account Debtors .............................................  96

ARTICLE 8 - CASH MANAGEMENT. PAYMENT OF LIABILITIES:

        8-1.   Depository Accounts .........................................................  96
        8-2.   Credit Card Receipts ........................................................  97
        8-3.   The Concentration, Blocked, and Operating Accounts ..........................  97
        8-4.   Proceeds and Collections ....................................................  98
        8-5.   Payment of Liabilities ......................................................  99
        8-6.   The Operating Account ....................................................... 100

ARTICLE 9 - GRANT OF SECURITY INTEREST:

        9-1.   Grant of Security Interest .................................................. 100
        9-2.   Real estate and leasehold interests ......................................... 101
        9-3.   Extent and Duration of Security Interest .................................... 102

ARTICLE 10 - ADMINISTRATIVE AGENT AS BORROWER'S ATTORNEY-IN-FACT:

        10-1.  Appointment as Attorney-In-Fact ............................................. 102
        10-2.  No Obligation to Act ........................................................ 103

ARTICLE 11 - EVENTS OF DEFAULT:

        11-1.  Failure to Pay the Revolving Credit or the Term Loan ........................ 104
        11-2.  Failure To Make Other Payments .............................................. 104
        11-3.  Failure to Perform Covenant or Liability (No Grace Period) .................. 104
</Table>


                                      -4-
<PAGE>


<Table>
<S>                                                                                           <C>
        11-4.  Failure to Perform Covenant or Liability (Grace Period) ..................... 104
        11-5.  Misrepresentation ........................................................... 104
        11-6.  Other Debt. Breach of Lease ................................................. 104
        11-7.  Default Under Other Agreements .............................................. 105
        11-8.  Uninsured Casualty Loss ..................................................... 105
        11-9.  Attachment. Judgment. Restraint of Business ................................. 105
        11-10. Default by Guarantor ........................................................ 105
        11-11. Indictment - Forfeiture ..................................................... 105
        11-12. Termination of Guaranty ..................................................... 106
        11-13. Challenge to Loan Documents ................................................. 106
        11-15. Change in Control ........................................................... 106
        11-16. Change in Borrowing Order ................................................... 106
        11-17. Appointment of Trustee or Examiner .......................................... 106
        11-18. Conversion of Case .......................................................... 106
        11-19. Relief From Stay ............................................................ 106
        11-20. Termination of Business ..................................................... 107
        11-21. CERTAIN APPLICATIONS ........................................................ 107
        11-22. PAYMENT OF PRE-PETITION INDEBTEDNESS ........................................ 107
        11-23. ADEQUATE PROTECTION ORDERS .................................................. 107
        11-24. MATERIAL ADVERSE ACTIONS .................................................... 107
        11-25. Restructuring Consultant .................................................... 108
        11-26. Default Under AWG Documents ................................................. 108

ARTICLE 12 - RIGHTS AND REMEDIES UPON DEFAULT:

        12-1.  Acceleration ................................................................ 108
        12-2.  Rights of Enforcement ....................................................... 108
        12-3.  Sale of Collateral .......................................................... 109
        12-4.  Occupation of Business Location ............................................. 110
        12-5.  Grant of Nonexclusive License ............................................... 111
        12-6.  Assembly of Collateral ...................................................... 111
        12-7.  Rights and Remedies ......................................................... 111

ARTICLE 13 - DISTRIBUTIONS:

        13-1.  Ordinary Course Distributions: Revolving Credit ............................. 112
        13-2.  Ordinary Course Distributions: Term Loan .................................... 112

ARTICLE 14 - ACCELERATION AND LIQUIDATION:

        14-1.  Acceleration Notices ........................................................ 112
        14-2.  Mandatory Acceleration Right of The Term Lender: ............................ 113
        14-3.  Acceleration ................................................................ 113
        14-4.  Initiation of Liquidation ................................................... 114
        14-5.  Collateral Agent's Conduct of Liquidation ................................... 114
        14-6.  Distribution of Liquidation Proceeds: ....................................... 115
</Table>


                                      -5-
<PAGE>


<Table>
<S>                                                                                           <C>
        14-7.  Relative Priorities To Proceeds of Liquidation .............................. 115

ARTICLE 15 - THE AGENTS:

        15-1.  Appointment of The Agent .................................................... 116
        15-2.  Responsibilities of Agents .................................................. 116
        15-3.  Concerning Distributions By the Agents ...................................... 118
        15-4.  Dispute Resolution: ......................................................... 118
        15-5.  Distributions of Notices and of Documents ................................... 119
        15-6.  Confidential Information .................................................... 119
        15-7.  Reliance by Agents .......................................................... 120
        15-8.  Non-Reliance on Agents and Other Lenders .................................... 120
        15-9.  Indemnification ............................................................. 121

ARTICLE 16 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS:

        16-1.  Administration of Credit Facilities ......................................... 121
        16-2.  Action Requiring Certain Consent ............................................ 121
        16-3.  Actions Requiring Agents' Consent ........................................... 122
        16-4.  Miscellaneous Actions ....................................................... 123
        16-5.  Actions Requiring Borrower's Consent ........................................ 123

ARTICLE 17 - NOTICES:

        17-1.  Notice Addresses ............................................................ 123
        17-2.  Notice Given ................................................................ 124
        17-3.  Wire Instructions. Notice Given ............................................. 125

ARTICLE 18 - TERM:

        18-1.  Termination of Revolving Credit ............................................. 125
        18-2.  Actions On Termination ...................................................... 125

ARTICLE 19 - GENERAL:

        19-1.  Protection of Collateral .................................................... 126
        19-2.  Publicity ................................................................... 127
        19-3.  Successors and Assigns ...................................................... 127
        19-4.  Severability ................................................................ 127
        19-5.  Amendments. Course of Dealing ............................................... 127
        19-6.  Power of Attorney ........................................................... 128
        19-7.  Application of Proceeds  .................................................... 128
        19-8.  Increased Costs ............................................................. 128
        19-9.  Costs and Expenses of the Agents ............................................ 129
        19-10. Copies and Facsimiles ....................................................... 130
        19-11. Massachusetts Law ........................................................... 130
        19-12. Indemnification ............................................................. 130
</Table>


                                      -6-
<PAGE>

<Table>
<S>                                                                                           <C>
        19-13. Rules of Construction ....................................................... 131
        19-14. Intent ...................................................................... 133
        19-15. Participations: ............................................................. 133
        19-16. Right of Set-Off ............................................................ 133
        19-17. Pledges To Federal Reserve Banks: ........................................... 134
        19-18. Maximum Interest Rate ....................................................... 134
        19-19. Waivers ..................................................................... 134
</Table>


                                      -7-
<PAGE>

                                    EXHIBITS

<Table>
<S>                     <C>
1-1                     AWG Documents
1-2                     Revolving Credit Dollar Commitments
2-9                     Revolving Credit Note
2-11                    Pricing Grid
3-2                     Term Note
4-3                     Additional Documents
5-2                     Corporate Information
5-3                     Trade Names
5-5                     Locations, Leases, and Landlords
5-6(a)                  Encumbrances
5-6(b)                  Consigned Inventory
5-7                     Indebtedness
5-8                     Insurance Policies
5-10                    Capital Leases
5-12                    Collective Bargaining Agreements
5-16                    Multi-Employer Plans
5-18                    Litigation
5-19                    Existing Investments
6-4                     Borrowing Base Certificate
8-1                     DDA's.
8-2                     Credit Card Arrangements
</Table>


                                      -8-
<PAGE>

================================================================================

LOAN AND SECURITY AGREEMENT                            FLEET RETAIL FINANCE INC.
                                             ADMINISTRATIVE AND COLLATERAL AGENT

================================================================================

                                                                 August 15, 2001

         THIS AGREEMENT is made amongst

                  Fleet Retail Finance Inc. (in such capacity, the
         "ADMINISTRATIVE AGENT"), a Delaware corporation with offices at 40
         Broad Street, Boston, Massachusetts 02109, as Administrative Agent for
         the ratable benefit of the (i) the Collateral Agent, (ii) the Revolving
         Credit Lender and (iii) the Term Lender;

                  and

                  Fleet Retail Finance Inc. (in such capacity, the "COLLATERAL
         AGENT"), a Delaware corporation with offices at 40 Broad Street,
         Boston, Massachusetts 02109, as Collateral Agent for the ratable
         benefit of the Administrative Agent, the Revolving Credit Lender, and
         the Term Lender;

         and

                  Fleet Retail Finance Inc., a Delaware corporation with offices
         at 40 Broad Street, Boston, Massachusetts 02109, as Revolving Credit
         Lender;

                  and

                  Back Bay Capital Funding LLC, a Delaware Limited Liability
         Company with offices at 40 Broad Street, Boston, Massachusetts 02109,
         as Term Lender

                  and

                  Homeland Stores, Inc. (the "BORROWER"), a Delaware
         corporation with its principal executive offices at 2601 NW Expressway,
         Suite 1100E, Oklahoma City, Oklahoma 73112

in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,


                                      -9-
<PAGE>


                                  WITNESSETH:

ARTICLE 1 - DEFINITIONS:

         As used herein, the following terms have the following meanings or are
defined in the section of this Agreement so indicated:

         "ACCELERATION": The making of a demand or declaration that any
                  indebtedness, not otherwise due and payable, is due and
                  payable. Derivations of the word "Acceleration" (such as
                  "Accelerate") are used with like meaning in this Agreement.

         "ACCELERATION NOTICE": Written notice as follows:

                           (a) From the Administrative Agent to the Collateral
                  Agent and the Lenders, as provided in Section 14-1(a).

                           (b) From the Revolving Credit Lender to the
                  Administrative Agent, as provided in Section 14-(b).

                           (c) From the Term Lender to the Administrative Agent,
                  as provided in Section 14-(c).

         "ACCOUNT DEBTOR": Has the meaning given that term in the UCC.

         "ACCOUNTS" and "ACCOUNTS RECEIVABLE" include, without limitation,
                  "accounts" as defined in the UCC, and also all: present and
                  future rights of payment for goods sold or leased or for
                  services rendered, which are not evidenced by instruments or
                  chattel paper, and whether or not earned by performance,
                  including, without limitation, accounts, accounts receivable,
                  receivables, and rights to payment for: property that has been
                  or is to be sold, leased, licensed, assigned, or otherwise
                  disposed of; services rendered or to be rendered; a policy of
                  insurance issued or to be issued; a secondary obligation
                  incurred or to be incurred; energy provided or to be provided;
                  for the use or hire of a vessel; arising out of the use of a
                  credit or charge card or information contained on or used with
                  that card; winnings in a lottery or other game of chance; and
                  Health-Care-Insurance receivables; and


                                      -10-
<PAGE>


                  also all Inventory which gave rise thereto, and all rights
                  associated with such Inventory, including the right of
                  stoppage in transit; all reclaimed, returned, rejected or
                  repossessed Inventory (if any) the sale of which gave rise to
                  any Account.

         "ACH": Automated clearing house.

         "ADMINISTRATIVE AGENT": Defined in the Preamble.

         "AFFILIATE": The following (but specifically excluding AWG as of the
                  date of this Agreement based upon AWG's current relationship
                  with the Borrower and the Guarantors):

                           (a) With respect to any two Persons, a relationship
                  in which (i) one holds, directly or indirectly, not less than
                  ten percent (10%) of the capital stock, beneficial interests,
                  partnership interests, or other equity interests of the other;
                  or (ii) one has, directly or indirectly, the right, under
                  ordinary circumstances, to vote for the election of a majority
                  of the directors (or other body or Person who has those powers
                  customarily vested in a board of directors of a corporation);
                  or (iii) not less than ten percent (10%) of their respective
                  ownership is directly or indirectly held by the same third
                  Person; or (iv) one Person otherwise, directly or indirectly,
                  controls, is controlled by or is under common control with the
                  other Person. "Control" of a Person means the power, directly
                  or indirectly, (A) to vote 10% or more of the securities (on a
                  fully diluted basis) or other equity or membership interests
                  having ordinary voting power for the election of directors,
                  managing members or general partners (as applicable) or (B) to
                  direct or cause the direction of the management and policies
                  of such Person.

                           (b) Any Person which: is a parent, brother-sister,
                  subsidiary, or affiliate, of the Borrower; could have such
                  enterprise's tax returns or financial statements consolidated
                  with the Borrower's; could be a member of the same controlled
                  group of corporations (within the meaning of Section
                  1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986,
                  as amended from time to time) of


                                      -11-
<PAGE>


                  which the Borrower is a member; or controls or is controlled
                  by the Borrower.

         "AGENT": When not preceded by "Administrative" or "Collateral", the
                  term "Agent" refers collectively and individually to the
                  Administrative Agent and the Collateral Agent.

         "AGENT'S RIGHTS AND REMEDIES": Is defined in Section 12-7.

         "AMORTIZATION AMOUNT": As to any Eligible Fee Real Estate and any
                  Eligible Leaseholds, an amount equal to 1/24 of the FLV
                  thereof multiplied by, as of the time of calculation, the
                  number of months which have elapsed since the Closing Date.

         "APPLICABLE LAW": As to any Person: (i) All statutes, rules,
                  regulations, orders, or other requirements having the force of
                  law and (ii) all court orders and injunctions, arbitrator's
                  decisions, and/or similar rulings, in each instance ((i) and
                  (ii)) of or by any federal, state, municipal, and other
                  governmental authority, or court, tribunal, panel, or other
                  body which has or claims jurisdiction over such Person, or any
                  property of such Person, or of any other Person for whose
                  conduct such Person would be responsible.

         "APPRAISED INVENTORY LIQUIDATION VALUE": The product of (a) the Cost of
                  Eligible Inventory (net of Inventory Reserves) multiplied by
                  (b) that percentage, determined from the then most recent
                  appraisal of the Borrower's Inventory undertaken at the
                  request of the Administrative Agent, to reflect the
                  appraiser's estimate of the net recovery on the Borrower's
                  Inventory in the event of an in-store liquidation of that
                  Inventory.

         "APPRAISED INVENTORY PERCENTAGE": 85%.

         "ASSETS": means and refers to all real and personal property owned by
                  the


                                      -12-
<PAGE>


                  Borrower, the Parent or any direct or indirect subsidiary of
                  the Parent or the Borrower, including, without limitation, the
                  Borrower's accounts, inventory, equipment, general
                  intangibles, payment intangibles, leasehold interests, real
                  estate, and investment property.

         "AVAILABILITY": The result of the following

                           (a)      The lesser of

                                    (i)      The sum of (A) the Revolving Credit
                                             Ceiling, plus (B) the then
                                             outstanding principal balance of
                                             the Term Loan

                                             or

                                    (ii)     The Borrowing Base

                           Minus

                           (b)      The aggregate unpaid balance of the Loan
                                    Account.

                           Minus

                           (c)      The aggregate undrawn Stated Amount of all
                                    then outstanding L/C's.

                           Minus

                           (d)      The aggregate of the Availability Reserves.

                           Minus

                           (e)      The aggregate unpaid balance of the Term
                                    Loan.

                           Minus

                           (f)      The Carve Out.

                           Minus

                           (g)      The Excess Availability Amount.

         "AVAILABILITY BREACH": Availability is less than zero.

         "AVAILABILITY RESERVES": Such reserves as the Administrative Agent from
                  time to time determines in the Administrative Agent's
                  discretion as being appropriate to reflect events, conditions,
                  or risks that in the Administrative Agent's


                                      -13-
<PAGE>


                  determination affect the Collateral Agent's ability to realize
                  upon the Collateral. Without limiting the generality of the
                  foregoing, Availability Reserves may include (but are not
                  limited to) reserves based on the following:

                           (i)      Rent.

                           (ii)     Customer Credit Liabilities.

                           (iii)    Taxes and other governmental charges,
                                    including, ad valorem, personal property,
                                    and other taxes which might have priority
                                    over the Collateral Interests of the
                                    Collateral Agent in the Collateral.

                           (iv)     L/C Landing Costs.

                           (v)      Payables which are subject to the Perishable
                                    Agricultural Commodities Act, the Packers
                                    and Stockyard Act, and other similar
                                    statutes.

                           (vi)     all then past due obligations of the
                                    Borrower arising subsequent to the
                                    commencement of the Proceedings, including
                                    accounts payable which are beyond customary
                                    trade terms

         "AVERAGE AVAILABILITY": The average amount of Availability at the close
                  of each day of the period in respect of which Average
                  Availability is being determined.

         "AWG": Associated Wholesale Grocers, Inc., a Missouri corporation.

         "AWG CREDIT AGREEMENT" is described on EXHIBIT 1-1, annexed hereto.

         "AWG DIP AGREEMENTS" means the AWG Credit Agreement, AWG Post-Petition
Supply Agreement, and certain other loan documents which have been approved by
the Bankruptcy Court in the Proceedings.

         "AWG DOCUMENT(S)" means individually and collectively, the AWG Credit
Agreement, the AWG DIP Agreements, the AWG Leases, the AWG Supply Protection
Agreements, the AWG Pre-Petition Agreements, the AWG Pre-Petition Supply
Agreements and the DIP Supply Agreements and all instruments, documents and
agreements executed in connection with any


                                      -14-
<PAGE>


of the foregoing

         "AWG LEASES" are described on EXHIBIT 1-1, annexed hereto.

         "AWG NON-COMPETITION AGREEMENT" means those Non-Competition Agreements
among the Borrower, the Parent and AWG described on EXHIBIT 1-1, annexed hereto.

         "AWG POST-PETITION LOAN": is described on EXHIBIT 1-1, annexed hereto.

         "AWG POST-PETITION SUPPLY AGREEMENT": is described on EXHIBIT 1-1,
annexed hereto.

         "AWG PRE-PETITION AGREEMENTS": are described on EXHIBIT 1-1, annexed
hereto.

         "AWG PRE-PETITION LOAN": is described on EXHIBIT 1-1, annexed hereto.

         "AWG PRE-PETITION SUPPLY AGREEMENTS": are described on EXHIBIT 1-1,
annexed hereto.

         "AWG ROFR" means those Right of First Refusal Agreements among the
Borrower, the Parent and AWG described on EXHIBIT 1-1, annexed hereto.

         "AWG SUPPLY PROTECTION AGREEMENTS" means, collectively, the AWG Non-
Competition Agreements, the AWG Use Restrictions, the AWG ROFR, and any other of
the AWG Documents which (a) grant AWG or its affiliates a right of first refusal
on any sale of Assets, (b) place any limitations on the use of any assets
whether owned by the Borrower or a third party, or (c) which restrict the
Borrower's right to sell or otherwise transfer any Assets.

         "AWG USE RESTRICTION" means those Use Restrictions (Fee) and Use
Restrictions (Lease) between the Borrower and AWG described on EXHIBIT 1-1,
annexed hereto.


                                      -15-
<PAGE>


         "BANKRUPTCY BREACH": Any of the following: (a) Any breach of Section
                  5-28; (b) The occurrence of any Event of Default described in
                  any of Sections 11-16 through and including 11-23.

         "BANKRUPTCY CODE": Title 11, U.S.C., as amended from time to time.

         "BANKRUPTCY RECOVERIES": Any claim or recovery realized by the Borrower
                  or which the Borrower may be entitled to assert by reason of
                  any avoidance or other power vested in or on behalf of the
                  Borrower or the estate of the Borrower under the Bankruptcy
                  Code, based upon powers provided for in Chapter 5 thereof.

         "BASE": The Base Rate announced from time to time by Fleet National
                  Bank (or any successor in interest to Fleet National Bank). In
                  the event that said bank (or any such successor) ceases to
                  announce such a rate, "Base" shall refer to that rate or index
                  announced or published from time to time as the Administrative
                  Agent, in good faith, designates as the functional equivalent
                  to said Base Rate. Any change in "Base" shall be effective,
                  for purposes of the calculation of interest due hereunder,
                  when such change is made effective generally by the bank on
                  whose rate or index "Base" is being set.

         "BASE MARGIN LOAN": Each Revolving Credit Loan while bearing interest
                  at the Base Margin Rate.

         "BASE MARGIN RATE": As provided in the Pricing Grid (EXHIBIT 2-11).

         "BLOCKED ACCOUNT": Any DDA into which the contents of any other DDA is
                  transferred.

         "BLOCKED ACCOUNT AGREEMENT": An Agreement, in form satisfactory to the
                  Administrative Agent, which Agreement recognizes the
                  Collateral Agent's Collateral Interest in the contents of the
                  DDA which is the subject of such Agreement and agrees that
                  such contents shall be transferred only to the


                                      -16-
<PAGE>


                  Concentration Account or as otherwise instructed by an Agent.

         "BORROWER": Is defined in the Preamble.

         "BORROWING BASE": The aggregate of the following:

                           (a) The face amount of Eligible Receivables (net of
                  Receivables Reserves) multiplied by the Receivables Advance
                  Rate.

                                    Plus

                           (b) The lesser of (i) the Cost of Eligible Inventory
                  (net of Inventory Reserves) multiplied by the Inventory
                  Advance Rate or (ii) the Appraised Inventory Percentage of the
                  Appraised Inventory Liquidation Value.

                                    Plus

                           (c) The (i) Real Estate Advance Rate multiplied by
                  the difference between (A) the FLV of Eligible Fee Real
                  Estate, minus (B) the Amortization Amount, and (ii) minus
                  Realty Reserves.

                                    Plus

                           (d) The (i) Leasehold Advance Rate multiplied by the
                  difference between (A) the FLV of Eligible Leaseholds, minus
                  (B) the Amortization Amount, and (ii) minus Realty Reserves.

         provided that the amounts available to be borrowed and calculated under
         clauses (d) and (e) of this definition shall not exceed at any time the
         following percentages of the aggregate Borrowing Base for the following
         periods, which maximum percentages may be reduced at any time upon the
         request of the Borrower, but may not be subsequently increased:

<Table>
<Caption>
                                 MAXIMUM PERCENTAGE OF
PERIOD                           BORROWING BASE
-----------------------          ---------------------
<S>                              <C>
Closing Date through               35%
December 31, 2001

January 1, 2002 through            30%
March 31, 2002
</Table>


                                      -17-
<PAGE>


<Table>
<Caption>
                                 MAXIMUM PERCENTAGE OF
PERIOD                           BORROWING BASE
-----------------------          ---------------------
<S>                              <C>
April 1, 2002 through June            25%
30, 2002

July 1, 2002 through                  20%
September 30, 2002

October 1, 2002 through               15%
December 31, 2002

January 1, 2003 through               10%
March 31, 2003

April 1, 2003 though June 30,          5%
2003

July 1, 2003 and thereafter            0%
</Table>

         "BORROWING BASE CERTIFICATE": Is defined in Section 6-4.

         "BORROWING ORDER": An order, in form satisfactory to the Administrative
                  Agent and the Lenders entered in the Proceedings, which order
                  authorizes the creation of the credit facilities contemplated
                  by this Agreement, as such Order may from time to time be
                  amended with the written consent of the Administrative Agent
                  and the Lenders.

         "BUSINESS DAY": Any day other than (a) a Saturday or Sunday; (b) any
                  day on which banks in Boston, Massachusetts or in Oklahoma
                  City, Oklahoma, generally are not open to the general public
                  for the purpose of conducting commercial banking business; or
                  (c) a day on which the principal office of the Administrative
                  Agent is not open to the general public to conduct business.

         "BUSINESS PLAN": The projections prepared by and for the Parent and its
                  Subsidiaries (including the Borrower) received by the Lenders
                  and dated July 23, 2001.

         "CAPITAL EXPENDITURES": The expenditure of funds or the incurrence of
                  liabilities


                                      -18-
<PAGE>


                  which may be capitalized in accordance with GAAP.

         "CAPITAL LEASE": Any lease which may be capitalized in accordance with
                  GAAP.

         "CARVE OUT": As defined in the Borrowing Order.

         "CHANGE IN CONTROL": The occurrence of any of the following:

                           (a) The acquisition, by any group of persons (within
                  the meaning of the Securities Exchange Act of 1934, as
                  amended) or by any Person, of beneficial ownership (within the
                  meaning of Rule 13d-3 of the Securities and Exchange
                  Commission) of 20% or more of the issued and outstanding
                  capital stock of the Parent having the right, under ordinary
                  circumstances, to vote for the election of directors of the
                  Parent.

                           (b) More than half of the persons who were directors
                  of the Parent on the first day of any period consisting of
                  twelve (12) consecutive calendar months (the first of which
                  twelve (12) month periods commencing with the first day of the
                  month during which this Agreement was executed), cease, for
                  any reason other than death or disability, to be directors of
                  the Parent.

                           (c) The failure of the Parent to own 100% of the
                  issued and outstanding capital stock of the Borrower.

         "CHATTEL PAPER": Has the meaning given that term in the UCC.

         "CLOSING DATE": The date upon which all conditions precedent to the
                  effectiveness of this Agreement have been satisfied and the
                  initial Revolving Credit Loans and Term Loan are to be made
                  hereunder.

         "COLLATERAL": Is defined in Section 9-1.

         "COLLATERAL AGENT": Is defined in the Preamble.


                                      -19-
<PAGE>


         "COLLATERAL INTEREST": Any interest in property to secure an
                  obligation, including, without limitation, a security
                  interest, mortgage, and deed of trust.

         "CONCENTRATION ACCOUNT": Is defined in Section 8-3.

         "COST" The lower of (a) or (b), where:

                           (a) is the calculated cost of purchases, based upon
                  the Borrower's accounting practices, known to the
                  Administrative Agent, which practices are in effect on the
                  date on which this Agreement was executed as such calculated
                  cost is determined from: invoices received by the Borrower;
                  the Borrower's purchase journal; or the Borrower's stock
                  ledger; or the Borrower's general ledger.

                           (b) is the cost equivalent of the lowest ticketed or
                  promoted price at which the subject Inventory is offered to
                  the public, after all mark-downs (whether or not such price is
                  then reflected on the Borrower's accounting system), which
                  cost equivalent is determined in accordance with the retail
                  method of accounting, reflecting the Borrower's historic
                  business practices.

                           "Cost" does not include inventory capitalization
                  costs or other non-purchase price charges (such as freight)
                  used in the Borrower's calculation of cost of goods sold.

         "COSTS OF COLLECTION": Includes, without limitation, all reasonable
                  attorneys' fees and reasonable out-of-pocket expenses incurred
                  by any Agent's or either Initial Lender's attorneys, and all
                  reasonable out-of-pocket costs incurred by any Agent or either
                  Initial Lender in the administration of the Liabilities and/or
                  the Loan Documents, including, without limitation, reasonable
                  costs and expenses associated with travel on behalf of any
                  Agent or either Initial Lender, where such costs and expenses
                  are directly or indirectly related to or in respect of any
                  Agent's or either Initial Lender's: administration and
                  management of the Liabilities; negotiation, documentation, and
                  amendment of any Loan Document; or efforts to preserve,
                  protect, collect, or enforce the Collateral, the Liabilities,


                                      -20-
<PAGE>


                  and/or the Agents' Rights and Remedies and/or any of the
                  rights and remedies of any Agent or either Initial Lender
                  against or in respect of any guarantor or other person liable
                  in respect of the Liabilities (whether or not suit is
                  instituted in connection with such efforts). The Costs of
                  Collection are Liabilities, and at the Administrative Agent's
                  option may bear interest at the highest rate applicable to
                  Base Margin Loans, plus, three (3%) percent.

         "CURRENT PAY INTEREST": Is defined in Section 3-4(a)(i).

         "CUSTOMER CREDIT LIABILITY": Gift certificates, customer deposits,
                  merchandise credits, layaway obligations, frequent shopping
                  programs, and similar liabilities of the Borrower to its
                  retail customers and prospective customers.

         "DDA": Any checking or other demand daily depository account maintained
                  by the Borrower other than any Exempt DDA.

         "DEFAULT": Any occurrence, circumstance, or state of facts with respect
                  to the Borrower which (a) is an Event of Default; or (b) would
                  become an Event of Default if any requisite notice were given
                  and/or any requisite period of time were to run and such
                  occurrence, circumstance, or state of facts were not
                  absolutely cured within any applicable grace period.

         "DEPOSIT ACCOUNT": Has the meaning given that term in the UCC and also
                  includes all demand, time, savings, passbook, or similar
                  accounts maintained with a bank.

         "DOCUMENTS": Has the meaning given that term in the UCC

         "DOCUMENTS OF TITLE": Has the meaning given that term in the UCC.

         "EBITDAR": The Net Income of the Parent and its Subsidiaries (including
                  the Borrower) (exclusive of all amounts in respect of any
                  extraordinary, unusual or


                                      -21-
<PAGE>


                  non-recurring gains or losses), before interest, taxes,
                  depreciation, amortization, restructuring expenses directly
                  related to the Proceedings, and non-cash expenses and reserves
                  related directly to asset divestitures, each as determined in
                  accordance with GAAP.

         "ELIGIBLE COUPON RECEIVABLES": Accounts due from third party clearing
                  houses to reimburse the Borrower for honoring promotional
                  coupons to the extent that there are no offset rights with
                  respect to such amounts.

         "ELIGIBLE CREDIT CARD RECEIVABLES": Any Accounts not older than four
                  (4) Business Days on a non-recourse basis from major credit
                  card processors (which, if due on account of a private label
                  credit card program, are deemed in the discretion of the
                  Administrative Agent to be eligible).

         "ELIGIBLE FEE REAL ESTATE": Any Real Estate which otherwise constitutes
                  Eligible Real Estate as to which

                  (a) either (i) the Borrower owns fee title, or (ii) the
         Borrower is ground lessee under a ground lease the terms and conditions
         of which are satisfactory to the Collateral Agent in its reasonable
         discretion; and

                  (b) within thirty (30) days after the entry of the Interim
         Borrowing Order (or, if earlier, upon the request of the Collateral
         Agent after the occurrence of a Default), the Borrower has executed and
         delivered to the Collateral Agent such mortgages and other documents as
         the Collateral Agent may request (it being understood that during such
         thirty (30) day period, any Real Estate which otherwise has satisfied
         the other conditions in this definition shall be deemed Eligible Fee
         Real Estate); and

                  (c) the Borrower shall have delivered to the Collateral Agent
         title insurance, environmental studies, appraisals, and other real
         estate items, as required by, and satisfactory to, the Collateral
         Agent, including, but not limited to, those items required by


                                      -22-
<PAGE>

FIRREA.

         "ELIGIBLE INVENTORY": Such of the Borrower's Inventory, at such
                  locations, and of such types, character, qualities and
                  quantities, as the Administrative Agent from time to time
                  determines to be acceptable for borrowing, as to which
                  Inventory, the Collateral Agent has a perfected security
                  interest which is prior and superior to all security
                  interests, claims, and Encumbrances.

         "ELIGIBLE LEASEHOLD REAL ESTATE": Any Real Estate which is leased to
                  the Borrower (other than under ground leases), which otherwise
                  constitutes Eligible Real Estate and as to which the Borrower
                  has executed and delivered to the Collateral Agent such
                  mortgages and other documents as the Collateral Agent may
                  request, and shall have delivered to the Collateral Agent
                  title insurance, environmental studies, appraisals, and other
                  real estate items, as required by the Collateral Agent, in its
                  sole discretion, including, but not limited to, those items
                  required by FIRREA.

         "ELIGIBLE REAL ESTATE": Collectively, Eligible Fee Real Estate and
                  Eligible Leasehold Real Estate which satisfies each of the
                  following conditions:

                  (a) the Collateral Agent has a perfected first-priority lien
         in such properties for the benefit of the Lenders; and

                  (b) each of such properties have been appraised by a third
         party appraiser acceptable to the Collateral Agent; and

                  (c) the Real Estate is used by the Borrower for offices, as a
         distribution center, or for the conduct of a retail store business,
         provided however, no Real Estate which was previously used by the
         Borrower for the operation of a retail store or offices which is no
         longer in operation and is "dark" shall be eligible for borrowing
         unless such Real Estate is actively being marketed for sale in a
         commercially reasonable manner


                                      -23-
<PAGE>

         and has been so marketed for no more than six months; and

                  (d) as to any particular property, as to which the mortgagor
         is in compliance with the representations, warranties and covenants set
         forth in the Mortgage relating to such property, unless the
         Administrative Agent, in its discretion, otherwise determines to waive
         this requirement in the determination of Eligible Real Estate.

         "ELIGIBLE RECEIVABLES": Such of the Borrower's Accounts as arise in the
                  ordinary course of the Borrower's business, consisting only of
                  Eligible Credit Card Receivables, Eligible Coupon Receivables,
                  and Eligible Rx Receivables) which Accounts have been
                  determined by the Administrative Agent to be satisfactory and
                  have been earned by performance and are owed to the Borrower
                  by such of the Borrower's trade customers as the
                  Administrative Agent determines to be satisfactory, in the
                  Administrative Agent's sole discretion in each instance.

         "ELIGIBLE RX RECEIVABLES": Accounts due from third party insurance
                  companies to the Borrower on account of the filling of
                  pre-authorized prescriptions (i.e. adjudicated amounts).

         "EMPLOYEE BENEFIT PLAN": As defined in ERISA.

         "ENCUMBRANCE": Each of the following:

                           (a) A Collateral Interest or agreement to create or
                  grant a Collateral Interest; the interest of a lessor under a
                  Capital Lease; conditional sale or other title retention
                  agreement; sale of accounts receivable or chattel paper; or
                  other arrangement pursuant to which any Person is entitled to
                  any preference or priority with respect to the property or
                  assets of another Person or the income or profits of such
                  other Person; each of the foregoing whether consensual or
                  non-consensual and whether arising by way of agreement,
                  operation of law, legal process or otherwise.

                           (b) The filing of any financing statement under the
                  UCC or


                                      -24-
<PAGE>


                  comparable law of any jurisdiction.

                           (c) Any other security interest, mortgage, pledge,
                  hypothecation, assignment, deposit, arrangement, encumbrance,
                  lieu (statutory or otherwise), charge against or interest in
                  property, or any other priority or preferential arrangement of
                  any kind or nature whatsoever, to secure payment of a debt or
                  performance of an obligation.

         "END DATE": The date upon which both (a) all Liabilities have been paid
                  in full and (b) all obligations of any Lender to make loans
                  and advances and to provide other financial accommodations to
                  the Borrower hereunder shall have been irrevocably terminated.

         "ENVIRONMENTAL LAWS": All of the following:

                           (a) Any Applicable Law which regulates or relates to,
                  or imposes any standard of conduct or liability on account of
                  or in respect to environmental protection matters, including,
                  without limitation, Hazardous Materials, as are now or
                  hereafter in effect.

                           (b) The common law relating to damage to Persons or
                  property from Hazardous Materials.

         "EQUIPMENT": Includes, without limitation, "equipment" as defined in
                  the UCC, and also all furniture, store fixtures, motor
                  vehicles, rolling stock, machinery, office equipment, plant
                  equipment, tools, dies, molds, and other goods, property, and
                  assets which are used and/or were purchased for use in the
                  operation or furtherance of the Borrower's business, and any
                  and all accessions or additions thereto, and substitutions
                  therefor.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
                  amended.

         "ERISA AFFILIATE": Any Person which is under common control with the
                  Borrower within the meaning of Section 4001 of ERISA or is
                  part of a group which includes



                                      -25-
<PAGE>


                  the Borrower and which would be treated as a single employer
                  under Section 414 of the Internal Revenue Code of 1986, as
                  amended.

         "EURODOLLAR BUSINESS DAY": Any day which is both a Business Day and a
                  day on which the principal market in Eurodollars in which
                  Fleet National Bank participates is open for dealings in
                  United States Dollar deposits.

         "EURODOLLAR LOAN": Any Revolving Credit Loan which bears interest at a
                  Eurodollar Rate.

         "EURODOLLAR MARGIN": As provided in the Pricing Grid (EXHIBIT 2-11).

         "EURODOLLAR OFFER RATE": That rate of interest (rounded upwards, if
                  necessary, to the next 1/100 of 1%) determined by the
                  Administrative Agent to be the highest prevailing rate per
                  annum at which deposits on U.S. Dollars are offered to Fleet
                  National Bank, by first-class banks in the Eurodollar market
                  in which Fleet National Bank participates at or about 10:00AM
                  (Boston Time) two (2) Eurodollar Business Days before the
                  first day of the Interest Period for the subject Eurodollar
                  Loan, for a deposit approximately in the amount of the subject
                  loan for a period of time approximately equal to such Interest
                  Period.

         "EURODOLLAR RATE": That per annum rate which is the aggregate of the
                  Eurodollar Offer Rate plus the Eurodollar Margin except that,
                  in the event that the Administrative Agent determines that the
                  Revolving Credit Lender may be subject to the Reserve
                  Percentage, the "Eurodollar Rate" shall mean, with respect to
                  any Eurodollar Loans then outstanding (from the date on which
                  that Reserve Percentage first became applicable to such
                  loans), and with respect to all Eurodollar Loans thereafter
                  made, an interest rate per annum equal the sum of (a) plus
                  (b), where:

                           (a) is the decimal equivalent of the following
                  fraction:

                              Eurodollar Offer Rate
                              ---------------------
                           1 minus Reserve Percentage


                                      -26-
<PAGE>

                           (b) is the applicable Eurodollar Margin.

         "EVENTS OF DEFAULT": Is defined in Article 11. An "Event of Default"
                  shall be deemed to have occurred and to be continuing unless
                  and until that Event of Default has been duly waived by the
                  requisite Lenders or by the Administrative Agent as
                  applicable.

         "EXCESS AVAILABILITY AMOUNT": The greater of (i) $3,500,000, or (ii)
                  fifteen percent (15%) of the Borrowing Base (without regard to
                  the deduction of the Excess Availability Amount) as of each
                  date of calculation.

         "EXEMPT DDA": A depository account maintained by the Borrower, the only
                  contents of which may be transfers from the Operating Account
                  and actually used solely (i) for petty cash purposes; or (ii)
                  for payroll.

         "FACILITY FEE": Is defined in Section 2-13(b).

         "FARM PRODUCTS": Has the meaning given that term in the UCC.

         "FLV": As to any Eligible Real Estate, the forced liquidation value of
                  such Eligible Real Estate determined in accordance with an
                  independent appraisal acceptable to the Administrative Agent,
                  which appraisal shall assume, among other things, a marketing
                  time of not greater than six (6) months. In making such
                  determination, the Administrative Agent may only rely on the
                  most recent appraisal acceptable to the Administrative Agent,
                  or in its discretion, may undertake an additional appraisal in
                  accordance with Section 6-10, below.

         "FINAL BORROWING ORDER": A Borrowing Order entered in the Proceedings
                  after notice and a final hearing pursuant to Rule 4001(c) of
                  the Federal Rules of Bankruptcy Procedure.


                                      -27-
<PAGE>


         "FIRREA": The Financial Institutions Reform, Recovery and Enforcement
                  Act of 1989, as amended, and the rules and regulations adopted
                  pursuant thereto

         "FISCAL": When followed by "month" or "quarter", the relevant fiscal
                  period based on the Borrower's fiscal year and accounting
                  conventions (e.g. reference to "Fiscal 2003" is to the fiscal
                  month of the Borrowers's fiscal year ending in 2003). When
                  followed by reference to a specific year, the fiscal year
                  which ends in a month of the year to which reference is being
                  made (e.g. if the Borrower's fiscal year ends in January 2003
                  reference to that year would be to the Borrower's "Fiscal
                  2003").

         "FIXTURES": Has the meaning given that term in the UCC.

         "FRFI": Fleet Retail Finance Inc.

         "GAAP": Principles which are consistent with those promulgated or
                  adopted by the Financial Accounting Standards Board and its
                  predecessors (or successors) in effect and applicable to that
                  accounting period in respect of which reference to GAAP is
                  being made, provided, however, in the event of a Material
                  Accounting Change, then unless otherwise specifically agreed
                  to by the Administrative Agent, (a) the Borrower's compliance
                  with the financial performance covenants imposed pursuant to
                  Section 6-12 shall be determined as if such Material
                  Accounting Change had not taken place and (b) the Borrower
                  shall include, with its monthly, quarterly, and annual
                  financial statements a schedule, certified by the Borrower's
                  chief financial officer, on which the effect of such Material
                  Accounting Change on that statement shall be described.

         "GENERAL INTANGIBLES": Includes, without limitation, "general
                  intangibles" as defined in the UCC; and also all: rights to
                  payment for credit extended; deposits; amounts due to the
                  Borrower; credit memoranda in favor of the Borrower; warranty
                  claims; tax refunds and abatements; insurance refunds and
                  premium


                                      -28-
<PAGE>


                  rebates; all means and vehicles of investment or hedging,
                  including, without limitation, options, warrants, and futures
                  contracts; records; customer lists; telephone numbers;
                  goodwill; causes of action; judgments; payments under any
                  settlement or other agreement; literary rights; rights to
                  performance; royalties; license and/or franchise fees; rights
                  of admission; licenses; franchises; license agreements,
                  including all rights of the Borrower to enforce same; permits,
                  certificates of convenience and necessity, and similar rights
                  granted by any governmental authority; patents, patent
                  applications, patents pending, and other intellectual
                  property; internet addresses and domain names; developmental
                  ideas and concepts; proprietary processes; blueprints,
                  drawings, designs, diagrams, plans, reports, and charts;
                  catalogs; manuals; technical data; computer software programs
                  (including the source and object codes therefor), computer
                  records, computer software, rights of access to computer
                  record service bureaus, service bureau computer contracts, and
                  computer data; tapes, disks, semi-conductors chips and
                  printouts; trade secrets rights, copyrights, mask work rights
                  and interests, and derivative works and interests; user,
                  technical reference, and other manuals and materials; trade
                  names, trademarks, service marks, and all goodwill relating
                  thereto; applications for registration of the foregoing; and
                  all other general intangible property of the Borrower in the
                  nature of intellectual property; proposals; cost estimates,
                  and reproductions on paper, or otherwise, of any and all
                  concepts or ideas, and any matter related to, or connected
                  with, the design, development, manufacture, sale, marketing,
                  leasing, or use of any or all property produced, sold, or
                  leased, by the Borrower or credit extended or services
                  performed, by the Borrower, whether intended for an individual
                  customer or the general business of the Borrower, or used or
                  useful in connection with research by the Borrower.

         "GOODS": Has the meaning given that term in the UCC, and also includes
                  all things movable when a security interest therein attaches
                  and also all computer programs embedded in goods and any
                  supporting information provided in connection with a
                  transaction relating to the program if (i) the program is


                                      -29-
<PAGE>

                  associated with the goods in such manner that it customarily
                  is considered part of the goods or (ii) by becoming the owner
                  of the goods, a Person acquires a right to use the program in
                  connection with the goods.

         "GROSS MARGIN": With respect to the subject accounting period for which
                  being calculated, the decimal equivalent of the following
                  (determined in accordance with the retail method of
                  accounting):

                        Sales (Minus) Cost of Goods Sold
                        --------------------------------
                                      Sales

         "GUARANTORS": The Parent and each Subsidiary of the Parent (other than
                  the Borrower).

         "GUARANTOR AGREEMENT": Each instrument and document executed by each
                  Guarantor of the Liabilities to evidence or secure the
                  Guarantors' guaranty thereof.

         "GUARANTOR DEFAULT": Default or breach or the occurrence of any event
                  of default under any Guarantor Agreement.

         "HAZARDOUS MATERIALS": Any (a) substance which is defined or regulated
                  as a hazardous material in or under any Environmental Law and
                  (b) oil in any physical state.

         "HEALTH-CARE-INSURANCE-RECEIVABLE": Has the meaning given that term in
                  UCC and also refers to any interest in or claim under a policy
                  of insurance which is a right to payment of a monetary
                  obligation for healthcare goods or services provided.

         "INDEBTEDNESS": All indebtedness and obligations of or assumed by any
                  Person on account of or in respect to any of the following:

                           (a) In respect of money borrowed (including any
                  indebtedness which is non-recourse to the credit of such
                  Person but which is secured by an


                                      -30-
<PAGE>


                  Encumbrance on any asset of such Person) whether or not
                  evidenced by a promissory note, bond, debenture or other
                  written obligation to pay money.

                           (b) In connection with any letter of credit or
                  acceptance transaction (including, without limitation, the
                  face amount of all letters of credit and acceptances issued
                  for the account of such Person or reimbursement on account of
                  which such Person would be obligated).

                           (c) In connection with the sale or discount of
                  accounts receivable or chattel paper of such Person.

                           (d) On account of deposits or advances.

                           (e) As lessee under Capital Leases.

                           (f) In connection with any sale and leaseback
                  transaction.

                                    "Indebtedness" also includes:

                                             (x) Indebtedness of others secured
                                    by an Encumbrance on any asset of such
                                    Person, whether or not such Indebtedness is
                                    assumed by such Person.

                                             (y) Any guaranty, endorsement,
                                    suretyship or other undertaking pursuant to
                                    which that Person may be liable on account
                                    of any obligation of any third party.

                                             (z) The Indebtedness of a
                                    partnership or joint venture for which such
                                    Person is liable as a general partner or
                                    joint venturer.

         "INDEMNIFIED PERSON": Is defined in Section 19-12.

         "INITIAL LENDERS": Fleet Retail Finance Inc. and Back Bay Capital
                  Funding LLC

         "INSTRUMENTS": Has the meaning given that term in the UCC.

         "INTERCREDITOR AGREEMENT": An Intercreditor Agreement between the
                  Agents and AWG in such form, and containing such provisions as
                  may be required by the Agent and the Lenders.



                                      -31-
<PAGE>


         "INTEREST PAYMENT DATE": With reference to:

                           Each Eurodollar Loan: The last day of the Interest
                  Period relating thereto; the Termination Date; and the End
                  Date.

                           Each Base Margin Loan: The first day of each month;
                  the Termination Date; and the End Date.

         "INTEREST PERIOD": The following:

                           (a) With respect to each Eurodollar Loan: Subject to
                  Subsection (c), below, the period commencing on the date of
                  the making or continuation of, or conversion to, the subject
                  Eurodollar Loan and ending one, two, or three months
                  thereafter, as the Borrower may elect by notice (pursuant to
                  Section 2-5) to the Administrative Agent

                           (b) With respect to each Base Margin Loan: Subject to
                  Subsection (c), below, the period commencing on the date of
                  the making or continuation of or conversion to such Base
                  Margin Loan and ending on that date (i) as of which the
                  subject Base Margin Loan is converted to a Eurodollar Loan, as
                  the Borrower may elect by notice (pursuant to Section 2-5) to
                  the Administrative Agent, or (ii) on which the subject Base
                  Margin Loan is paid by the Borrower.

                           (c) The setting of Interest Periods is in all
                  instances subject to the following:

                                    (i) Any Interest Period for a Base Margin
                           Loan which would otherwise end on a day which is not
                           a Business Day shall be extended to the next
                           succeeding Business Day.

                                    (ii) Any Interest Period for a Eurodollar
                           Loan which would otherwise end on a day that is not a
                           Business Day shall be extended to the next succeeding
                           Business Day, unless that succeeding Business Day is
                           in the next calendar month, in which event such
                           Interest Period shall end on the last Business Day of
                           the month during which the Interest Period ends.

                                    (iii) Subject to Subsection (iv), below, any
                           Interest Period applicable to a Eurodollar Loan,
                           which Interest Period begins on a day for


                                      -32-
<PAGE>


                           which there is no numerically corresponding day in
                           the calendar month during which such Interest Period
                           ends, shall end on the last Business Day of the month
                           during which that Interest Period ends.

                                    (iv) Any Interest Period which would
                           otherwise end after the Termination Date shall end on
                           the Termination Date.

                                    (v) The number of Interest Periods in effect
                           at any one time is subject to Section 2-11(d)
                           hereof.

         "INTERIM BORROWING ORDER": A Borrowing Order entered in the Proceedings
                  prior to notice and a final hearing pursuant to Rule 4001(c)
                  of the Federal Rules of Bankruptcy Procedure.

         "INVENTORY": Includes, without limitation, "inventory" as defined in
                  the UCC and also all: (a) Goods which are leased by a Person
                  as lessor; are held by a Person for sale or lease or to be
                  furnished under a contract of service; are furnished by a
                  Person under a contract of service; or consist of raw
                  materials, work in process, or materials used or consumed in a
                  business; (b) Goods of said description in transit; (c) Goods
                  of said description which are returned, repossessed and
                  rejected; (d) packaging, advertising, and shipping materials
                  related to any of the foregoing; (e) all names, marks, and
                  General Intangibles affixed or to be affixed or associated
                  thereto; and (f) Documents and Documents of Title which
                  represent any of the foregoing.

         "INVENTORY ADVANCE RATE": 47.4%.

         "INVENTORY RESERVES": Such Reserves as may be established from time to
                  time by the Administrative Agent in the Administrative Agent's
                  discretion with respect to the determination of the
                  saleability, at retail, of the Eligible Inventory or which
                  reflect such other factors as affect the market value of the
                  Eligible Inventory. Without limiting the generality of the
                  foregoing, Inventory Reserves may include (but are not limited
                  to) reserves based on the following:


                                      -33-
<PAGE>

                           (i)      Obsolescence (based upon Inventory on hand
                                    beyond a given number of days).

                           (ii)     Seasonality.

                           (iii)    Shrinkage.

                           (iv)     Imbalance.

                           (v)      Change in Inventory character.

                           (vi)     Change in Inventory composition

                           (vii)    Change in Inventory mix.

                           (viii)   Markdowns (both permanent and point of sale)

                           (ix)     Retail markons and markups inconsistent with
                                    prior period practice and performance;
                                    industry standards; current business plans;
                                    or advertising calendar and planned
                                    advertising events.

         "INVESTMENT PROPERTY": Has the meaning given that term in the UCC.

         "ISSUER": The issuer of any L/C.

         "L/C": Any letter of credit, the issuance of which is procured by the
                  Administrative Agent for the account of the Borrower and any
                  acceptance made on account of such letter of credit.

         "L/C LANDING COSTS": To the extent not included in the Stated Amount of
                  an L/C, customs, duty, freight, and other out-of-pocket costs
                  and expenses which will be expended to "land" the Inventory,
                  the purchase of which is supported by such L/C.

         "LEASE": Any lease or other agreement, no matter how styled or
                  structured, pursuant to which the Borrower is entitled to the
                  use or occupancy of any space.

         "LEASEHOLD ADVANCE RATE": Thirty percent (30%).


                                      -34-
<PAGE>


         "LEASEHOLD INTEREST": Any interest of the Borrower as lessee under any
                  Lease.

         "LENDER(S)": Collectively and each individually, the Revolving Credit
                  Lender and the Term Lender.

         "LETTER-OF-CREDIT RIGHT": Has the meaning given that term in UCC and
                  also refers to any right to payment or performance under an
                  L/C, whether or not the beneficiary has demanded or is at the
                  time entitled to demand payment or performance.

         "LIABILITIES": Includes, without limitation, the following:

                  (a) All and each of the following, whether now existing or
         hereafter arising under this Agreement or under any of the other Loan
         Documents:

                           (i) Any and all direct and indirect liabilities,
                  debts, and obligations of the Borrower to the Agent or any
                  Lender, each of every kind, nature, and description.

                           (ii) Each obligation to repay any loan, advance,
                  indebtedness, note, obligation, overdraft, or amount now or
                  hereafter owing by the Borrower to the Agent or any Lender
                  (including all future advances whether or not made pursuant to
                  a commitment by the Agent or any Lender), whether or not any
                  of such are liquidated, unliquidated, primary, secondary,
                  secured, unsecured, direct, indirect, absolute, contingent, or
                  of any other type, nature, or description, or by reason of any
                  cause of action which the Agent or any Lender may hold against
                  the Borrower.

                           (iii) All notes and other obligations of the Borrower
                  now or hereafter assigned to or held by the Agent or any
                  Lender, each of every kind, nature, and description.

                           (iv) All interest, fees, and charges and other
                  amounts which may be charged by the Agent or any Lender to the
                  Borrower and/or which may be due from the Borrower to the
                  Agent or any Lender from time to time.

                           (v) All costs and expenses incurred or paid by the
                  Agent or any


                                      -35-
<PAGE>


                  Lender in respect of any agreement between the Borrower and
                  the Agent or any Lender or instrument furnished by the
                  Borrower to the Agent or any Lender (including, without
                  limitation, Costs of Collection, attorneys' reasonable fees,
                  and all court and litigation costs and expenses).

                           (vi) Any and all covenants of the Borrower to or with
                  the Agent or any Lender and any and all obligations of the
                  Borrower to act or to refrain from acting in accordance with
                  any agreement between the Borrower and the Agent or any Lender
                  or instrument furnished by the Borrower to the Agent or any
                  Lender.

                           (vii) Each of the foregoing as if each reference to
                  the "the Agent or any Lender" were to each Affiliate of the
                  Administrative Agent.

                  (b) Any and all direct or indirect liabilities, debts, and
         obligations of the Borrower to the Agent or any Affiliate of the Agent,
         each of every kind, nature, and description owing on account of any
         service or accommodation provided to, or for the account of the
         Borrower pursuant to this or any other Loan Document, including cash
         management services and the issuances of L/C's.

         "LIQUIDATION": The exercise, by the Collateral Agent, of those rights
                  accorded to the Collateral Agent under the Loan Documents as a
                  creditor of the Borrower following and on account of the
                  occurrence of an Event of Default looking towards the
                  realization on the Collateral. Derivations of the word
                  "Liquidation" (such as "Liquidate") are used with like meaning
                  in this Agreement.

         "LOAN(S)": Collectively and each individually, the Revolving Credit
                  Loans and the Term Loan.

         "LOAN ACCOUNT": Is defined in Section 2-8.

         "LOAN COMMITMENT": With respect to the Revolving Credit Lender, the
                  Revolving Credit Lender's Revolving Credit Dollar Commitment.

                           With respect to the Term Lender, the then unpaid
                  principal balance of the Term Loan.


                                      -36-
<PAGE>


         "LOAN DOCUMENTS": This Agreement and each other instrument or document
                  from time to time executed and/or delivered in connection with
                  the arrangements contemplated hereby or in connection with any
                  transaction with the Administrative Agent or the Collateral
                  Agent or any Affiliate of the Administrative Agent or the
                  Collateral Agent, including, without limitation, any
                  transaction which arises out of any cash management,
                  depository, investment, letter of credit, interest rate
                  protection, or equipment leasing services provided by the
                  Administrative Agent or the Collateral Agent or any Affiliate
                  of the Administrative Agent or the Collateral Agent, as each
                  may be amended, supplemented, and restated or otherwise
                  modified from time to time.

         "MATERIAL ACCOUNTING CHANGE": Any change in GAAP applicable to
                  accounting periods subsequent to the Borrower's fiscal year
                  most recently completed prior to the execution of this
                  Agreement, which change has a material effect on the
                  Borrower's financial condition or operating results, as
                  reflected on financial statements and reports prepared by or
                  for the Borrower, when compared with such condition or results
                  as if such change had not taken place or where preparation of
                  the Borrower's statements and reports in compliance with such
                  change results in the breach of a financial performance
                  covenant imposed pursuant to Section 6-12 where such a breach
                  would not have occurred if such change had not taken place or
                  visa versa.

         "MATURITY DATE": September 15, 2001, unless the Final Borrowing Order
                  is entered by that date (which order shall not then have been
                  stayed, modified, appealed, reversed, or otherwise affected),
                  and if the Final Borrowing Order is so entered, the "Maturity
                  Date" shall mean August 1, 2003.

         "NATIONAL BANK OF CANADA DEBT": The amount of indebtedness owed to
                  National Bank of Canada, as agent for a syndicate of lenders.

         "NET INCOME": means, for any period, the aggregate of all amounts which
                  would be


                                      -37-
<PAGE>


                  included as net income or loss on the consolidated financial
                  statements of the Parent and its Subsidiaries for such period,
                  all as determined in accordance with GAAP.

         "NOMINEE": A business entity (such as a corporation or limited
                  partnership) formed by the Collateral Agent to own or manage
                  any Post Foreclosure Asset.

         "OPERATING ACCOUNT": Is defined in Section 8-3.

         "OVERLOAN": A loan, advance, or providing of credit support (such as
                  the issuance of any L/C) to the extent that, immediately after
                  its having been made, Availability is less than zero.

         "PARENT": Homeland Holding Corporation, a Delaware corporation.

         "PARTICIPANT": Is defined in Section 19-15, hereof.

         "PAYMENT INTANGIBLE": As defined in the UCC and also any general
                  intangible under which the Account Debtor's primary obligation
                  is a monetary obligation.

         "PERMITTED ENCUMBRANCES": the following:

                  (a) Encumbrances in favor of the Collateral Agent.

                  (b) Those Encumbrances (if any) listed on EXHIBIT 5-6(a),
         annexed hereto.

         "PERMITTED INDEBTEDNESS": The following:

                  (a) Any Indebtedness on account of the Revolving Credit.

                  (b) Any Indebtedness on account of the Term Loan.

                  (c) The Indebtedness (if any) listed on EXHIBIT 5-7, annexed
         hereto.

                  (d) Indebtedness on account of Equipment acquired in
         compliance with the requirements of Section 5-6(c), the incurrence of
         which would not otherwise be prohibited by this Agreement.


                                      -38-
<PAGE>


                  (e) Indebtedness to AWG with respect to the AWG Pre-Petition
         Loan, the AWG Post-Petition Loan, the AWG Pre-Petition Supply Agreement
         and the AWG Post-Petition Supply Agreement.

         "PERSON": Any natural person, and any corporation, limited liability
                  company, trust, partnership, joint venture, or other
                  enterprise or entity.

         "PIK INTEREST": Defined in Section 3-4(a)(ii).

         "PLAN": A plan of reorganization pursuant to Chapter 11 of the
                  Bankruptcy Code.

         "POST FORECLOSURE ASSET": All or any part of the Collateral, ownership
                  of which is acquired by the Collateral Agent or a Nominee on
                  account of the "bidding in" at a disposition as part of a
                  Liquidation or by reason of a "deed in lieu" type of
                  transaction.

         "PRICING GRID": Annexed hereto as EXHIBIT 2-11.

         "PROCEEDS": Includes, without limitation, "Proceeds" as defined in the
                  UCC and each type of property described in Section 9-1 hereof.

         "PROCEEDINGS": The case, pursuant to Chapter 11 of the Bankruptcy Code,
                  to be initiated by the Borrower in the United States
                  Bankruptcy Court for the Western District of Oklahoma.

         "REAL ESTATE": The land, together with the buildings, structures,
                  parking areas, and other improvements thereon, now or
                  hereafter owned or leased by the Borrower, including all
                  easements, rights-of-way, and similar rights relating thereto
                  and all leases, tenancies, and occupancies thereof.

         "REAL ESTATE ADVANCE RATE": Forty percent (40%).


                                      -39-
<PAGE>


         "REALTY RESERVES": Such reserves as the Administrative Agent from time
                  to time determines in the Administrative Agent's discretion as
                  being appropriate to reflect the impediments to the Agents'
                  ability to realize upon any Eligible Real Estate. Without
                  limiting the generality of the foregoing, Realty Reserves may
                  include (but are not limited to) reserves for (i)
                  environmental remediation, (ii) municipal taxes and
                  assessments, (iii) repairs, (iv) remediation of title defects,
                  and (v) with respect to Eligible Leaseholds amounts which are
                  due to landlords for pre-petition and post-petition rent
                  through the date of determination.

         "RECEIPTS": All cash, cash equivalents, money, checks, credit card
                  slips, receipts and other Proceeds from any sale of the
                  Collateral.

         "RECEIVABLES ADVANCE RATE": 65%

         "RECEIVABLES COLLATERAL": That portion of the Collateral which consists
                  of Accounts, Accounts Receivable, General Intangibles, Chattel
                  Paper, Instruments, Documents of Title, Documents, Investment
                  Property, Payment Intangibles, Letter-of-Credit Rights,
                  Health-Care-Insurance-Receivables, bankers' acceptances, and
                  all other rights to payment.

         "RECEIVABLES RESERVES": Such Reserves as may be established from time
                  to time by the Administrative Agent in the Administrative
                  Agent's discretion with respect to the determination of the
                  collectability in the ordinary course and of the
                  creditworthiness of the relevant Account Debtor. Without
                  limiting the generality of the foregoing, Receivables Reserves
                  may include (but are not limited to) reserves based on the
                  following:

                           (a) The aggregate of all accounts receivables which
                  are more than 30 days past invoice.

                           (b) The aggregate of all accounts receivable owed by
                  any Account Debtor 20% or more of whose accounts are described
                  in Subsection (a), above.

                           (c) That portion of Eligible Receivables owed by any
                  Account Debtor


                                      -40-
<PAGE>


                  which exceed 25% of all Eligible Receivables.

                           (d) The aggregate of all accounts receivable which
                  arise out of the sale by the Borrower of goods consigned or
                  delivered to the Borrower or to the Account Debtor on sale or
                  return terms (whether or not compliance has been made with the
                  applicable provisions of Article 2 of the Uniform Commercial
                  Code).

                           (e) The aggregate of all accounts receivable which
                  arise out of any sale made on a basis other than upon terms
                  usual to the business of the Borrower.

                           (f) The aggregate of all accounts receivable which
                  arise out of any sale made on a "bill and hold," dating, or
                  delayed shipping basis.

                           (g) The aggregate of all accounts receivable which
                  are owed by any Account Debtor whose principal place of
                  business is not within the continental United States or the
                  District of Columbia.

                           (h) The aggregate of all accounts receivable which
                  are owed by any Affiliate.

                           (i) The aggregate of all accounts receivable to the
                  extent that the Account Debtor holds or is entitled to any
                  claim, counterclaim, set off, or chargeback as determined by
                  the Administrative Agent in its discretion.

                           (j) The aggregate of all accounts receivable which
                  are evidenced by a promissory note or other documentation
                  evidencing modified payment terms.

                           (k) The aggregate of all accounts receivable which
                  are owed by any person employed by, or a salesperson of, the
                  Borrower.

         "REQUIREMENTS OF LAW": As to any Person:

                           (a) Applicable Law.

                           (b) That Person's organizational documents.

                           (c) That Person's by-laws and/or other instruments
                  which deal with corporate or similar governance, as
                  applicable.

                           (d) Without limiting the generality of the foregoing,
                  "Requirement of Law" includes all requirements of the
                  Bankruptcy Code; all rules adopted




                                      -41-
<PAGE>

                  pursuant to the Bankruptcy Code or otherwise and applicable to
                  the Borrower and/or the Proceedings; the Borrowing Order; and
                  all other orders or rulings formally or informally entered in
                  the Proceedings or in any action or proceeding which relates
                  thereto.

         "RESERVE PERCENTAGE": The decimal equivalent of that rate applicable to
                  Fleet National Bank under regulations issued from time to time
                  by the Board of Governors of the Federal Reserve System for
                  determining the maximum reserve requirement of Fleet National
                  Bank with respect to "Eurocurrency liabilities" as defined in
                  such regulations. The Reserve Percentage applicable to a
                  particular Eurodollar Loan shall be based upon that in effect
                  during the subject Interest Period, with changes in the
                  Reserve Percentage which take effect during such Interest
                  Period to take effect (and to consequently change any interest
                  rate determined with reference to the Reserve Percentage) if
                  and when such change is applicable to such loans.

         "RESERVES": The following: Receivables Reserves, Realty Reserves,
                  Availability Reserves and Inventory Reserves.

         "RESTRUCTURING CONSULTANT": A consultant with a nationally recognized
                  practice in addressing issues related to the restructuring of
                  companies which are debtors in cases pursuant to Chapter 11 of
                  the Bankruptcy Code.

         "REVOLVING CREDIT": Is defined in Section 2-1.

         "REVOLVING CREDIT CEILING": $25,000,000.00.

         "REVOLVING CREDIT COMMITMENT FEE": Is defined in Section 2-12.

         "REVOLVING CREDIT DOLLAR COMMITMENT": As set forth on EXHIBIT 1-2,
                  annexed hereto (as such amounts may change in accordance with
                  the provisions of this


                                      -42-
<PAGE>

                  Agreement).

         "REVOLVING CREDIT EARLY TERMINATION FEE": Is defined in Section 2-14.

         "REVOLVING CREDIT FEES": The Unused Line Fee, Revolving Credit
                  Commitment Fee, Facility Fee, Revolving Credit Early
                  Termination Fee, fees for L/C's which are specifically for the
                  account of the Revolving Credit Lender and all other fees
                  (such as a fee (if any) on account of the execution of an
                  amendment of a Loan Document) payable by the Borrower in
                  respect of the Revolving Credit other than any amount payable
                  to an Agent as reimbursement for any cost or expense incurred
                  by that Agent on account of the discharge of that Agent's
                  duties under the Loan Documents.

         "REVOLVING CREDIT LENDER": FRFI and any other Person who becomes a
                  "Revolving Credit Lender" pursuant to this Agreement.

         "REVOLVING CREDIT LOANS": Loans made under the Revolving Credit, except
                  that where the term "Revolving Credit Loan" is used with
                  reference to available interest rates applicable to the loans
                  under the Revolving Credit, it refers to so much of the unpaid
                  principal balance of the Loan Account as bears the same rate
                  of interest for the same Interest Period. (See Section 2-11).

         "REVOLVING CREDIT NOTE": Is defined in Section 2-9.

         "SEC": The Securities and Exchange Commission.

         "STATED AMOUNT": The maximum amount for which an L/C may be honored.

         "STANDSTILL PERIOD": A period consisting of 15 consecutive days,
                  initiated by written notice by the Term Lender to the
                  Administrative Agent in accordance with Section 14-2(a).




                                      -43-
<PAGE>


         "SUBSIDIARY": with respect to any Person (the "parent") at any date,
                  any corporation, limited liability company, partnership,
                  association or other entity the accounts of which would be
                  consolidated with those of the parent in the parent's
                  consolidated financial statements if such financial statements
                  were prepared in accordance with GAAP as of such date, as well
                  as any other corporation, limited liability company,
                  partnership, association or other entity (a) of which
                  securities or other ownership interests representing more than
                  50% of the equity or more than 50% of the ordinary voting
                  power or, in the case of a partnership, more than 50% of the
                  general partnership interests are, as of such date, owned,
                  controlled or held, or (b) that is, as of such date, otherwise
                  controlled, by the parent or one or more subsidiaries of the
                  parent.

         "SUPPORTING OBLIGATION": Has the meaning given that term in the UCC and
                  also refers to a Letter-of-Credit Right or secondary
                  obligation which supports the payment or performance of an
                  Account, Chattel Paper, a Document, a General Intangible, an
                  Instrument, or Investment Property.

         "TERM LENDER": Is defined in the Preamble.

         "TERM LOAN": Is defined in Section 3-1.

         "TERM LOAN ACTION EVENT": The occurrence of any of the following: an
                  Availability Breach; a Term Loan Payment Breach; or a
                  Bankruptcy Breach.

         "TERM LOAN COMMITMENT FEE": Is defined in Section 3-5.

         "TERM LOAN EARLY TERMINATION FEE": Is defined in Section 3-3(c)

         "TERM LOAN FACILITY FEE": Is defined in Section 3-5(b).

         "TERM LOAN FEES": The Term Loan Commitment Fee, the Term Loan Facility
                  Fee, the


                                      -44-
<PAGE>


                  Term Loan Early Termination Fee, and all other fees (such as a
                  fee (if any) on account of the execution of an amendment of
                  any Loan Document) payable by the Borrower in respect of the
                  Term Loan other than any amount payable to an Agent as
                  reimbursement for any cost or expense incurred by that Agent
                  on account of the discharge of that Agent's duties under the
                  Loan Documents.

         "TERM LOAN INTEREST PAYMENT DATE": Defined in Section 3-4(a)(i).

         "TERM LOAN INTEREST RATE": Defined in Section 3-4(a).

         "TERM LOAN OBLIGATIONS": The aggregate of the Borrower's Liabilities of
                  any character to the Term Lender under the Loan Documents.

         "TERM LOAN PAYMENT BREACH": The failure by the Borrower to have made
                  any payment on account of the Borrower's Liabilities to the
                  Term Lender under the Loan Documents prior to expiry of any
                  grace period applicable to such payment.

         "TERM NOTE": Defined in Section 3-2.

         "TERMINATION DATE": The earliest of (a) the Maturity Date; or (b) the
                  Administrative Agent's notice to the Borrower setting the
                  Termination Date on account of the occurrence of any Event of
                  Default; (c) the date of substantial consummation (as defined
                  in Section 1101 of the Bankruptcy Code) of any Plan in the
                  Proceedings that has been confirmed pursuant to any Order of
                  the Bankruptcy Court in the Proceedings; or (d) that date,
                  ninety (90) days irrevocable written notice of which is
                  provided by the Borrower to the Administrative Agent.

         "UCC": The Uniform Commercial Code as in effect from time to time in
                  Massachusetts.

         "UNUSED LINE FEE": Is defined in Section 2-13.

                                      -45-
<PAGE>


         "YIELD REVENUE": All amounts which are (or would be) payable on account
                  of the Term Loan Facility Fee, and the Term Loan Interest Rate
                  (as if all interest were paid in cash on the relevant Term
                  Loan Interest Payment Date) with respect to the Term Loan from
                  the Closing Date through the first anniversary of the Closing
                  Date.

ARTICLE 2 - THE REVOLVING CREDIT:

         2-1. ESTABLISHMENT OF REVOLVING CREDIT

                  (a) The Revolving Credit Lender hereby establishes a revolving
line of credit (the "REVOLVING CREDIT") in the Borrower's favor pursuant to
which the Revolving Credit Lender, subject to, and in accordance with, this
Agreement, acting through the Administrative Agent, shall make loans and
advances and otherwise provide financial accommodations to and for the account
of the Borrower as provided herein.

                  (b) Loans, advances, and financial accommodations under the
Revolving Credit shall be made with reference to the Borrowing Base and shall be
subject to Availability. The Borrowing Base and Availability shall be determined
by the Administrative Agent by reference to Borrowing Base Certificates
furnished as provided in Section 6-4, below, and shall be subject to the
following:

                           (i) Such determination shall take into account such
         Reserves as the Administrative Agent may determine as being applicable
         thereto.

                           (ii) The Cost of Eligible Inventory will be
         determined in a manner consistent with current tracking practices.

                  (c) The proceeds of borrowings under the Revolving Credit
shall be used solely in accordance with the Business Plan to refinance the
National Bank of Canada Debt, to pay certain other pre-petition indebtedness
approved by the Bankruptcy Court in the Proceedings, for the Borrower's working
capital and Capital Expenditures, all solely to the extent permitted by this
Agreement. No proceeds of a borrowing under the Revolving Credit may be used,
nor shall any be requested, with a view towards the accumulation of any general
fund or funded reserve of the Borrower other than in the ordinary course of the
Borrower's business and consistent with the provisions of this Agreement.


                                      -46-
<PAGE>

         2-2. ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS).

                  (a) The Revolving Credit Lender has no obligation to make any
loan or advance, or otherwise to provide any credit to or for the benefit of the
Borrower where the result of such loan, advance, or credit is an OverLoan.

                  (b) The Revolving Credit Lender's providing of an OverLoan on
any one occasion does not affect the obligations of the Borrower hereunder
(including the Borrower's obligation to immediately repay any amount which
otherwise constitutes an OverLoan) nor obligate the Revolving Credit Lender to
do so on any other occasion.

         2-3. RISKS OF VALUE OF COLLATERAL. The Administrative Agent's reference
to a given asset in connection with the making of loans, credits, and advances
and the providing of financial accommodations under the Revolving Credit and/or
the monitoring of compliance with the provisions hereof shall not be deemed a
determination by the Administrative Agent or the Revolving Credit Lender
relative to the actual value of the asset in question. All risks concerning the
value of the Collateral are and remain upon the Borrower. All Collateral secures
the prompt, punctual, and faithful performance of the Liabilities whether or not
relied upon by the Administrative Agent in connection with the making of loans,
credits, and advances and the providing of financial accommodations under the
Revolving Credit.

         2-4. COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS OF
CREDIT. Subject to the provisions of this Agreement, the Revolving Credit Lender
shall make a loan or advance under the Revolving Credit and the Administrative
Agent shall endeavor to have an L/C issued for the account of the Borrower, in
each instance if duly and timely requested by the Borrower as provided herein
provided that:

                  (a) No OverLoan is then outstanding and none will result
therefrom.

                  (b) No Default then exists or will arise therefrom.

         2-5. REVOLVING CREDIT LOAN REQUESTS.

                  (a) Requests for loans and advances under the Revolving Credit
or for the continuance or conversion of an interest rate applicable to a
Revolving Credit Loan may be requested by the Borrower in such manner as may
from time to time be acceptable to the



                                      -47-
<PAGE>


Administrative Agent.

                  (b) Subject to the provisions of this Agreement, the Borrower
may request a Revolving Credit Loan and elect an interest rate and Interest
Period to be applicable to that Revolving Credit Loan by giving notice to the
Administrative Agent by no later than the following:

                           (i) If such Revolving Credit Loan is to be or is to
         be converted to a Base Margin Loan: By 12:30PM on the Business Day on
         which the subject Revolving Credit Loan is to be made or is to be so
         converted. Base Margin Loans requested by the Borrower, other than
         those resulting from the conversion of a Eurodollar Loan, shall not be
         less than $10,000.00.

                           (ii) If such Revolving Credit Loan is to be, or is to
         be continued as, or converted to, a Eurodollar Loan: By 2:00PM three
         (3) Eurodollar Business Days before the commencement of any new
         Interest Period or the end of the then applicable Interest Period.
         Eurodollar Loans and conversions to Eurodollar Loans shall each be not
         less than $1,000,000.00 and in increments of $500,000.00 in excess of
         such minimum.

                           (iii) Any Eurodollar Loan which matures while a
         Default exists shall be converted, at the option of the Administrative
         Agent, to a Base Margin Loan notwithstanding any notice from the
         Borrower that such Loan is to be continued as a Eurodollar Loan.

                  (c) Any request for a Revolving Credit Loan or for the
continuance or conversion of an interest rate applicable to a Revolving Credit
Loan which is made after the applicable deadline therefor, as set forth above,
shall be deemed to have been made at the opening of business on the then next
Business Day or Eurodollar Business Day, as applicable.

                  (d) If, during each of the fifteen (15) days immediately
preceding the day on which a loan request is made there has been no unpaid
principal balance in the Loan Account on account of loans and advances under the
Revolving Credit, the loan so requested shall be made (subject to all other
provisions of this Agreement) no later than the second Business Day after (and
not counting) the day on which the loan otherwise would have been made as
provided above.

                  (e) The Borrower may request that the Administrative Agent
cause the issuance by the Issuer of L/C's for the account of the Borrower as
provided in Section 2-17.



                                      -48-
<PAGE>


                  (f) The Administrative Agent may rely on any request for a
loan or advance, or other financial accommodation under the Revolving Credit
which the Administrative Agent, in good faith, believes to have been made by a
Person duly authorized to act on behalf of the Borrower, including, without
limitation, the Chief Executive Officer, Chief Financial Officer, and the
Controller, and may decline to make any such requested loan or advance, or
issuance, or to provide any such financial accommodation pending the
Administrative Agent's being furnished with such documentation concerning that
Person's authority to act as may be satisfactory to the Administrative Agent.

                  (g) A request by the Borrower for loan or advance, or other
financial accommodation under the Revolving Credit shall be irrevocable and
shall constitute certification by the Borrower that as of the date of such
request, each of the following is true and correct:

                           (i) There has been no material adverse change in the
         Borrower's financial condition from the most recent financial
         information furnished Administrative Agent or any Lender pursuant to
         this Agreement.

                           (ii) Unless otherwise provided for by the Borrower,
         all or a portion of any loan or advance so requested will be set aside
         by the Borrower to cover the Borrower's obligations for sales tax on
         account of sales since the then most recent borrowing pursuant to the
         Revolving Credit.

                           (iii) Each representation which is made herein or in
         any of the Loan Documents is then true and complete as of and as if
         made on the date of such request.

                           (iv) Unless accompanied by a written Certificate of
         the Borrower's President or its Chief Financial Officer describing (in
         reasonable detail) the facts and circumstances thereof and the steps
         (if any) being taken to remedy such condition, that no Default exists.

         2-6. SUSPENSION OF REVOLVING CREDIT. If, at any time or from time to
time, a Default exists:

                  (a) The Administrative Agent may suspend the Revolving Credit
immediately, in which event, neither the Administrative Agent nor the Revolving
Credit Lender shall be obligated, during such suspension, to make any loans or
advance, or to provide any financial accommodation hereunder or to seek the
issuance of any L/C


                                      -49-
<PAGE>


                  (b) The Administrative Agent may suspend the right of the
Borrower to request any Eurodollar Loan or to convert any Base Margin Loan to a
Eurodollar Loan.

         2-7. MAKING OF REVOLVING CREDIT LOANS.

                  (a) A loan or advance under the Revolving Credit shall be made
by the transfer of the proceeds of such loan or advance to the Operating Account
or as otherwise instructed by the Borrower.

                  (b) A loan or advance shall be deemed to have been made under
the Revolving Credit (and the Borrower shall be indebted to the Administrative
Agent and the Revolving Credit Lender for the amount thereof immediately) at the
following:

                           (i) The Administrative Agent's initiation of the
         transfer of the proceeds of such loan or advance in accordance with the
         Borrower's instructions (if such loan or advance is of funds requested
         by the Borrower).

                           (ii) The charging of the amount of such loan to the
         Loan Account (in all other circumstances).

                  (c) There shall not be any recourse to or liability of the
Administrative Agent, on account of:

                           (i) Any delay in the making of any loan or advance
         requested under the Revolving Credit.

                           (ii) Any delay by any bank or other depository
         institution in treating the proceeds of any such loan or advance as
         collected funds.

                           (iii) Any delay in the receipt, and/or any loss, of
         funds which constitute a loan or advance under the Revolving Credit,
         the wire transfer of which was properly initiated by the Administrative
         Agent in accordance with wire instructions provided to the
         Administrative Agent by the Borrower.

         2-8. THE LOAN ACCOUNT.

                  (a) An account ("LOAN ACCOUNT") shall be opened on the books
of the Administrative Agent in which a record shall be kept of all loans and
advances made under the Revolving Credit.

                  (b) The Administrative Agent shall also keep a record (either
in the Loan


                                      -50-

<PAGE>
Account or elsewhere, as the Administrative Agent may from time to time elect)
of all interest, fees, service charges, costs, expenses, and other debits owed
to the Administrative Agent and each Lender on account of the Liabilities and of
all credits against such amounts so owed.

                  (c) All credits against the Liabilities shall be conditional
upon final payment to the Administrative Agent for the account of each Lender of
the items giving rise to such credits. The amount of any item credited against
the Liabilities which is charged back against the Administrative Agent or any
Lender or is disgorged for any reason or is not so paid shall be a Liability and
shall be added to the Loan Account, whether or not the item so charged back or
not so paid is returned.

                  (d) Except as otherwise provided herein, all fees, service
charges, costs, and expenses for which the Borrower is obligated hereunder are
payable on demand. In the determination of Availability, the Administrative
Agent may deem fees, service charges, accrued interest, and other payments which
will be due and payable between the date of such determination and the first day
of the then next succeeding month as having been advanced under the Revolving
Credit whether or not such amounts are then due and payable.

                  (e) The Administrative Agent, without the request of the
Borrower, may advance under the Revolving Credit any interest, fee, service
charge, or other payment to which any Agent or any Lender is entitled from the
Borrower pursuant hereto and may charge the same to the Loan Account
notwithstanding that an OverLoan may result thereby. Such action on the part of
the Administrative Agent shall not constitute a waiver of the Administrative
Agent's rights and the Borrower's obligations under Section 2-10(b). Any amount
which is added to the principal balance of the Loan Account as provided in this
Section 2-8(e) shall bear interest at the interest rate then and thereafter
applicable to Base Margin Loans.

         (f) Any statement rendered by the Administrative Agent or any Lender to
the Borrower concerning the Liabilities shall be considered correct and accepted
by the Borrower and shall be conclusively binding upon the Borrower unless the
Borrower provides the Administrative Agent with written objection thereto within
twenty (20) days from the mailing of such statement, which written objection
shall indicate, with particularity, the reason for such objection. The Loan
Account and the Administrative Agent's books and records concerning the loan
arrangement contemplated herein and the Liabilities shall be prima facie
evidence and proof of the items described therein.


                                      -51-
<PAGE>


         2-9. THE REVOLVING CREDIT NOTES. The Borrower's obligation to repay
loans and advances under the Revolving Credit, with interest as provided herein,
shall be evidenced by a Note (a "REVOLVING CREDIT NOTE") in the form of EXHIBIT
2-9, annexed hereto, executed by the Borrower, payable to the Revolving Credit
Lender. Neither the original nor a copy of the Revolving Credit Note shall be
required, however, to establish or prove any Liability. In the event that the
Revolving Credit Note is ever lost, mutilated, or destroyed, the Borrower shall
execute a replacement thereof and deliver such replacement to the Administrative
Agent.

         2-10. PAYMENT OF THE LOAN ACCOUNT.

                  (a) The Borrower may repay all or any portion of the principal
balance of the Loan Account from time to time until the Termination Date.

                  (b) The Borrower, without notice or demand from the
Administrative Agent or the Revolving Credit Lender, shall pay the
Administrative Agent that amount, from time to time, which is necessary so that
there is no OverLoan outstanding.

                  (c) The Borrower shall repay the then entire unpaid balance of
the Loan Account and all other Liabilities on the Termination Date.

                  (d) The Administrative Agent shall endeavor to cause the
application of payments (if any), pursuant to Sections 2-10(a) and 2-10(b)
against Eurodollar Loans then outstanding in such manner as results in the least
cost to the Borrower, but shall not have any affirmative obligation to do so nor
liability on account of the Administrative Agent's failure to have done so. In
no event shall action or inaction taken by the Administrative Agent excuse the
Borrower from any indemnification obligation under Section 2-10(e).

                  (e) The Borrower shall indemnify the Administrative Agent and
the Revolving Credit Lender and hold the Administrative Agent and the Revolving
Credit Lender harmless from and against any loss, cost or expense (including
loss of anticipated profits and amounts payable by the Administrative Agent or
the Revolving Credit Lender on account of "breakage fees" (so-called)) which the
Administrative Agent or the Revolving Credit Lender may sustain or incur
(including, without limitation, by virtue of acceleration after the occurrence
of any Event of Default) as a consequence of the following:

                           (i) Default by the Borrower in payment of the
         principal amount of or any interest on any Eurodollar Loan as and when
         due and payable, including any such


                                      -52-
<PAGE>


         loss or expense arising from interest or fees payable by the Revolving
         Credit Lender in order to maintain its Eurodollar Loans.

                           (ii) Default by the Borrower in making a borrowing or
         conversion after the Borrower has given (or is deemed to have given) a
         request for a Revolving Credit Loan or a request to convert a Revolving
         Credit Loan from one applicable interest rate to another.

                           (iii) The making of any payment on a Eurodollar Loan
         or the making of any conversion of any such Loan to a Base Margin Loan
         on a day that is not the last day of the applicable Interest Period
         with respect thereto.

         2-11. INTEREST ON REVOLVING CREDIT LOANS.

               (a) Each Revolving Credit Loan shall bear interest at the Base
Margin Rate unless timely notice is given (as provided in Section 2-5) that the
subject Revolving Credit Loan (or a portion thereof) is, or is to be converted
to, a Eurodollar Loan.

               (b) Each Revolving Credit Loan which consists of a Eurodollar
Loan shall bear interest at the applicable Eurodollar Rate.

               (c) Subject to, and in accordance with, the provisions of this
Agreement, the Borrower may cause all or a part of the unpaid principal balance
of the Loan Account to bear interest at the Base Margin Rate or the Eurodollar
Rate as specified from time to time by the Borrower by notice to the
Administrative Agent. For ease of reference and administration, each part of the
Loan Account which bears interest at the same rate interest and for the same
Interest Period is referred to herein as if it were a separate "Revolving Credit
Loan".

               (d) The Borrower shall not select, renew, or convert any interest
rate for a Revolving Credit Loan such that, in addition to interest at the Base
Margin Rate, there are more than four (4) Eurodollar Rates applicable to the
Revolving Credit Loans at any one time.

               (e) The Borrower shall pay accrued and unpaid interest on each
Revolving Credit Loan in arrears as follows:

                           (i) On the applicable Interest Payment Date for that
         Revolving Credit Loan.

                           (ii) On the Termination Date and on the End Date.

                           (iii) Following the occurrence of any Event of
         Default, with such


                                      -53-
<PAGE>


       frequency as may be determined by the Administrative Agent.

                  (f) Following the occurrence of any Event of Default (and
whether or not the Administrative Agent exercises the Administrative Agent's
rights on account thereof), all Revolving Credit Loans shall bear interest, at
the option of the Administrative Agent at rate which is the aggregate of the
highest rate applicable to Base Margin Loans plus three percent (3%) per annum.

         2-12. REVOLVING CREDIT COMMITMENT FEE.

                  In consideration of the commitment to make loans and advances
to the Borrower under the Revolving Credit, and to maintain sufficient funds
available for such purpose, there has been earned and the Borrower shall pay the
"REVOLVING CREDIT COMMITMENT FEE" (so referred to herein) of $250,000,00. The
Revolving Credit Commitment Fee shall be paid in full on the Closing Date.

         2-13. UNUSED LINE FEE; FACILITY FEE.

                  (a) In addition to any other fee to be paid by the Borrower on
account of the Revolving Credit, the Borrower shall pay the Administrative Agent
the "UNUSED LINE FEE" (so referred to herein) of 0.375% per annum of the average
difference, during the month just ended (or relevant period with respect to the
payment being made on the Termination Date) between the Revolving Credit Ceiling
and the aggregate of the unpaid principal balance of the Loan Account and the
undrawn Stated Amount of L/C's outstanding during the relevant period. The
Unused Line Fee shall be paid in arrears, on the first day of each month after
the Closing Date and on the Termination Date.

                  (b) In addition to any other fee to be paid by the Borrower on
account of the Revolving Credit, the Borrower shall pay the Administrative Agent
the "FACILITY FEE" (so referred to herein) of $3,000 for each month or portion
of a month after the Closing Date. The Facility Fee shall be paid in advance, on
the Closing Date, on first day of each month after the Closing Date and on the
Termination Date.

         2-14. EARLY TERMINATION FEE.



                                      -54-
<PAGE>

                  (a) In the event that the Termination Date occurs prior to the
Maturity Date for any reason (other than the Borrower's refinancing the
Liabilities with FRFI or any of its Affiliates), the Borrower shall pay to the
Administrative Agent, for the benefit of the Revolving Credit Lender, the
"REVOLVING CREDIT EARLY TERMINATION FEE" (so referred to herein) in respect of
amounts which are or become payable by reason thereof equal to (i) one percent
(1%) of the Revolving Credit Dollar Commitment is the Termination Date occurs
prior to the first anniversary of the Closing Date, and (ii) one-half of one
percent (0.50%) of the Revolving Credit Dollar Commitment if the Termination
Date occurs on or subsequent to the first anniversary of the Closing Date.

                  (b) All parties to this Agreement agree and acknowledge that
the Revolving Credit Lender will have suffered damages on account of the early
termination of the Revolving Credit and that, in view of the difficulty in
ascertaining the amount of such damages, that the Early Termination Fee
constitutes reasonable compensation and liquidated damages to compensate the
Revolving Credit Lender on account thereof.

         2-15. CONCERNING FEES. The Borrower shall not be entitled to any
credit, rebate or repayment of any fee earned by any Agent or any Lender
pursuant to this Agreement or any Loan Document notwithstanding any termination
of this Agreement or suspension or termination of the Administrative Agent's or
the Lender's obligation to make loans and advances hereunder.

         2-16. AGENTS' AND LENDERS' DISCRETION.

                  (a) Each reference in the Loan Documents to the exercise of
discretion or the like by any Agent or any Lender shall be to such Person's
exercise of its judgment, in good faith (which shall be presumed), based upon
such Person's consideration of any such factors as that Agent or that Lender,
taking into account information of which that Person then has actual knowledge,
believes:

                           (i) Will or reasonably could be expected to affect
         the value of the Collateral, the enforceability of the Collateral
         Agent's Collateral Interests therein, or the amount which the
         Collateral Agent would likely realize therefrom (taking into account
         delays which may possibly be encountered in the Collateral Agent's
         realizing upon the


                                      -55-
<PAGE>


         Collateral and likely Costs of Collection).

                           (ii) Indicates that any report or financial
         information delivered to any Agent or any Lender by or on behalf of the
         Borrower is incomplete, inaccurate, or misleading in any material
         manner or was not prepared in accordance with the requirements of this
         Agreement.

                           (iii) Suggests that a Default exists.

                  (b) In the exercise of such judgement, each Agent or each
Lender also may take into account any of the following factors:

                           (i) Those included in, or tested by, the definitions
         of "Eligible Accounts," "Eligible Inventory" and "Cost".

                           (ii) The current financial and business climate of
         the industry in which the Borrower competes (having regard for the
         Borrower's position in that industry).

                           (iii) General macroeconomic conditions which have a
         material effect on the Borrower's cost structure.

                           (iv) Material changes in or to the mix of the
         Borrower's Inventory.

                           (v) Seasonality with respect to the Borrower's
         Inventory and patterns of retail sales.

                           (vi) Such other factors as each Agent and each Lender
         reasonably determines as having a material bearing on credit risks
         associated with the providing of loans and financial accommodations to
         the Borrower.

                  (c) The burden of establishing the failure of any Agent or any
Lender to have acted in a reasonable manner in such Person's exercise of such
discretion shall be the Borrower's and may be made only by clear and convincing
evidence.

         2-17. PROCEDURES FOR ISSUANCE OF L/C's.

                  (a) The Borrower may request that the Administrative Agent
cause the issuance by the Issuer of L/C's for the account of the Borrower. Each
such request shall be in such manner as may from time to time be acceptable to
the Administrative Agent.

                  (b) The Administrative Agent will endeavor to cause the
issuance of any L/C so requested by the Borrower, provided that, at the time
that the request is made, the Revolving Credit has not been suspended as
provided in Section 2-6 and if so issued:


                                      -56-
<PAGE>


                           (i) Absent the consent of the Administrative Agent,
         the aggregate Stated Amount of all L/C's then outstanding, does not
         exceed Two Million Dollars ($2,000,000).

                           (ii) The expiry of the L/C is not later than the
         earlier of thirty (30) days prior to the Maturity Date or the
         following:

                                    (A) Standby's: One (1) year from initial
                           issuance.

                                    (B) Documentary's: Sixty (60) days from
                           issuance.

                           (iii) If the expiry of an L/C is later than the
         Maturity Date, it is 103% cash collateralized at its issuance.

                           (iv) An OverLoan will not result from the issuance of
         the subject L/C.

                  (c) The Borrower shall execute such documentation to apply for
and support the issuance of an L/C as may be required by the Issuer.

                  (d) There shall not be any recourse to, nor liability of, any
Agent or the Revolving Credit Lender on account of

                           (i) Any delay or refusal by an Issuer to issue an
         L/C;

                           (ii) Any action or inaction of an Issuer on account
         of or in respect to, any L/C.

                  (e) The Borrower shall reimburse the Issuer for the amount of
any honoring of a drawing under an L/C on the same day on which such honoring
takes place. The Administrative Agent, without the request of the Borrower, may
advance under the Revolving Credit (and charge to the Loan Account) the amount
of any honoring of any L/C and other amount for which the Borrower, the Issuer,
or the Revolving Credit Lender becomes obligated on account of, or in respect
to, any L/C. Such advance shall be made whether or not a Default exists or such
advance would result in an OverLoan. Such action shall not constitute a waiver
of the Administrative Agent's rights under Section 2-10(b) hereof.

         2-18. FEES FOR L/C's

                  (a) The Borrower shall pay to the Administrative Agent a fee,
on account of L/C's, the issuance of which had been procured by the
Administrative Agent, monthly in advance, and on the Termination Date and on the
End Date, L/C fees in an amount equal to the following percentages of the
weighted average Stated Amount of all L/C's outstanding during


                                      -57-
<PAGE>


the period in respect of which such fee is being paid:

                       Standby L/Cs:     At the applicable Eurodollar Margin as
                                         set forth in the Pricing Grid at the
                                         time of calculation.

                       Documentary L/Cs: One half of one percent (0.50%) less
                                         than the applicable Eurodollar Margin
                                         as set forth in the Pricing Grid at the
                                         time of calculation.

provided that, following the occurrence of any Event of Default (and whether or
not the Administrative Agent exercises the Administrative Agent's rights on
account thereof), such fees shall be increased by three percent (3%) per annum.

                  (b) In addition to the fee to be paid as provided in
Subsection 2-18(a), above, the Borrower shall pay to the Administrative Agent
(or to the Issuer, if so requested by Administrative Agent), on demand, all
issuance, processing, negotiation, amendment, and administrative fees and other
amounts charged by the Issuer on account of, or in respect to, any L/C.

                  (c) If any change in Applicable Law shall either:

                           (i) impose, modify or deem applicable any reserve,
         special deposit or similar requirements against letters of credit
         heretofore or hereafter issued by any Issuer or with respect to which
         the Revolving Credit Lender or any Issuer has an obligation to lend to
         fund drawings under any L/C; or

                           (ii) impose on any Issuer any other condition or
         requirements relating to any such letters of credit;

and the result of any event referred to in Section 2-18(c)(i) or 2-18(c)(ii),
above, shall be to increase the cost to the Revolving Credit Lender or to any
Issuer of issuing or maintaining any L/C (which increase in cost shall be the
result of such Issuer's reasonable allocation among that Revolving Credit
Lender's or Issuer's letter of credit customers of the aggregate of such cost
increases resulting from such events), then, upon demand by the Administrative
Agent and delivery by the Administrative Agent to the Borrower of a certificate
of an officer of the Revolving Credit Lender or the subject Issuer describing
such change in law, executive order, regulation, directive, or interpretation
thereof, its effect on such Revolving Credit Lender or such Issuer, and the
basis for determining such increased costs and their allocation, the Borrower
shall immediately pay to the Administrative Agent, from time to time as
specified by the


                                      -58-
<PAGE>


Administrative Agent, such amounts as shall be sufficient to compensate the
Revolving Credit Lender or the subject Issuer for such increased cost. The
Revolving Credit Lender's or any Issuer's determination of costs incurred under
Section 2-18(c)(i) or 2-18(c)(ii), above, and the allocation, if any, of such
costs among the Borrower and other letter of credit customers of the Revolving
Credit Lender or such Issuer, if done in good faith and made on an equitable
basis and in accordance with such officer's certificate, shall be conclusive and
binding on the Borrower. The Administrative Agent shall use its best efforts to
minimize such costs and expenses associated with the issuance of any L/C's.

         2-19. CONCERNING L/C'S.

                  (a) None of the Issuer, the Issuer's correspondents, the
Revolving Credit Lender, any Agent, or any advising, negotiating, or paying bank
with respect to any L/C shall be responsible in any way for:

                           (i) The performance by any beneficiary under any L/C
         of that beneficiary's obligations to the Borrower.

                           (ii) The form, sufficiency, correctness, genuineness,
         authority of any person signing; falsification; or the legal effect of;
         any documents called for under any L/C if (with respect to the
         foregoing) such documents on their face appear to be in order.

                  (b) The Issuer may honor, as complying with the terms of any
L/C and of any drawing thereunder, any drafts or other documents otherwise in
order, but signed or issued by an administrator, executor, conservator, trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors,
liquidator, receiver, or other legal representative of the party authorized
under such L/C to draw or issue such drafts or other documents.

                  (c) Unless otherwise agreed to, in the particular instance,
the Borrower hereby authorizes any Issuer to:

                           (i) Select an advising bank, if any.

                           (ii) Select a paying bank, if any.

                           (iii) Select a negotiating bank.

                  (d) All directions, correspondence, and funds transfers
relating to any L/C are at the risk of the Borrower. The Issuer shall have
discharged the Issuer's obligations under any L/C which, or the drawing under
which, includes payment instructions, by the initiation of


                                      -59-
<PAGE>


the method of payment called for in, and in accordance with, such instructions
(or by any other commercially reasonable and comparable method). No Agent,
Revolving Credit Lender, or Issuer shall have any responsibility for any
inaccuracy, interruption, error, or delay in transmission or delivery by post,
telegraph or cable, or for any inaccuracy of translation.

                  (e) Each Agent's, the Revolving Credit Lender's and the
Issuer's rights, powers, privileges and immunities specified in or arising under
this Agreement are in addition to any heretofore or at any time hereafter
otherwise created or arising, whether by statute or rule of law or contract.

                  (f) Except to the extent otherwise expressly provided
hereunder or agreed to in writing by the Issuer and the Borrower, documentary
L/C's will be governed by the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce, Publication No. 500, and standby
L/C's will be governed by International Standby Practices ISP98 (adopted by the
International Chamber of Commerce on April 6, 1998) and any respective
subsequent revisions thereof.

                  (g) The obligations of the Borrower under this Agreement with
respect to L/C's are absolute, unconditional, and irrevocable and shall be
performed strictly in accordance with the terms hereof under all circumstances,
whatsoever including, without limitation, the following:

                           (i) Any lack of validity or enforceability or
         restriction, restraint, or stay in the enforcement of this Agreement,
         any L/C, or any other agreement or instrument relating thereto.

                           (ii) The Borrower's consent to any amendment or
         waiver of, or consent to the departure from, any L/C.

                           (iii) The existence of any claim, set-off, defense,
         or other right which the Borrower may have at any time against the
         beneficiary of any L/C.

                           (iv) Any good faith honoring of a drawing under any
         L/C, which drawing possibly could have been dishonored based upon a
         strict construction of the terms of the L/C.

         2-20. CHANGED CIRCUMSTANCES.

                  (a) The Administrative Agent may advise the Borrower that the


                                      -60-
<PAGE>


Administrative Agent has made the good faith determination (which determination
shall be final and conclusive) of any of the following:

                           (i) Adequate and fair means do not exist for
         ascertaining the rate for Eurodollar Loans.

                           (ii) The continuation of or conversion of the
         Revolving Credit Loan to a Eurodollar Loan has been made impracticable
         or unlawful by the occurrence of a contingency that materially and
         adversely affects the applicable market or the compliance by the
         Administrative Agent or the Revolving Credit Lender in good faith with
         any Applicable Law.

                           (iii) The indices on which the interest rates for
         Eurodollar Loans are based shall no longer represent the effective cost
         to the Agent or the Revolving Credit Lender for U.S. dollar deposits in
         the interbank market for deposits in which it regularly participates.

                  (b) In the event that the Administrative Agent advises the
Borrower of an occurrence described in Section 2-20(a), then, until the
Administrative Agent notifies the Borrower that the circumstances giving rise to
such notice no longer apply:

                           (i) The obligation of the Agent or the Revolving
         Credit Lender to make loans of the type affected by such changed
         circumstances or to permit the Borrower to select the affected interest
         rate as otherwise applicable to any Revolving Credit Loans shall be
         suspended.

                           (ii) Any notice which the Borrower had given the
         Administrative Agent with respect to any Eurodollar Loan, the time for
         action with respect to which has not occurred prior to the
         Administrative Agent's having given notice pursuant to Section 2-20(a),
         shall be deemed at the option of the Administrative Agent to not having
         been given.

ARTICLE 3 - THE TERM LOAN:

         3-1. COMMITMENT TO MAKE TERM LOAN.

                  (a) Subject to satisfaction of the Conditions Precedent
(Article 4) by the date of this Agreement, the Borrower shall borrow from the
Term Lender and the Term Lender shall lend to the Borrower the sum of Ten
Million Dollars ($10,000,000) (the "TERM LOAN"), repayable with interest as
provided herein.


                                      -61-
<PAGE>


                  (b) The proceeds of the Term Loan shall be used solely toward
the refinancing of the National Bank of Canada Debt.

                  (c) No proceeds of the Term Loan may be used, nor shall any be
requested, with a view towards the accumulation of any general fund or funded
reserve of the Borrower other than in the ordinary course of the Borrower's
business and consistent with the provisions of this Agreement.

         3-2. THE TERM NOTE. The obligation to repay the Term Loan, with
interest as provided herein, shall be evidenced by a Note (the "TERM NOTE") in
the form of EXHIBIT 3-2, annexed hereto, executed by the Borrower. Neither the
original nor a copy of the Term shall be required, however, to establish or
prove any Liability. In the event that the Term Note is ever lost, mutilated, or
destroyed, the Borrower shall execute a replacement thereof and deliver such
replacement to the Administrative Agent.

         3-3. PAYMENT OF PRINCIPAL OF THE TERM LOAN.

                  (a) Except as provided in Section 3-3(e), the Borrower may not
repay all or any portion of the principal balance of the Term Loan prior to the
earliest of (i) the date of repayment in full of all Liabilities under the
Revolving Credit and the termination of any obligation, under the Revolving
Credit, of the Administrative Agent and of the Revolving Credit Lender to make
any loans or to provide any financial accommodations pursuant to this Agreement,
(ii) the Maturity Date, or (iii) Acceleration.

                  (b) After the date of repayment in full of all Liabilities
under the Revolving Credit, and after all L/C's have been cash collateralized,
prepayments shall be immediately made towards the unpaid principal balance of
the Term Loan in the amount which is necessary so that there is no OverLoan
outstanding.

                  (c) The Borrower shall pay the Administrative Agent, for the
account of the Term Lender, the "TERM LOAN EARLY TERMINATION FEE" (so referred
to herein) equal to the greater of (x) the result of (A) the aggregate Yield
Revenue accruing (or which would have accrued) on the Term Loan during the first
twelve months after the Term Loan is made minus (B) the aggregate Yield Revenue
actually received by the Term Lender prior to the date of payment, or (y) one
and one half percent (1.5%) of the principal balance of the Term Loan which is
so paid prior the Maturity Date, provided that no Term Loan Early Termination
Fee


                                      -62-
<PAGE>

shall be due and payable in the event of a prepayment in connection with a
refinancing of the Term Loan agented or provided by Back Bay Capital Funding
LLC, it being understood that Back Bay Capital Funding LLC, has not agreed to
provide or to entertain a request to provide any such refinancing.

                  (d) All parties to this Agreement agree and acknowledge that
the Term Lender will have suffered damages on account of the early payment of
the Term Loan and that, in view of the difficulty in ascertaining the amount of
such damages, that the Term Loan Early Termination Fee constitutes reasonable
compensation and liquidated damages to compensate the Term Lender on account
thereof.

                  (e) The Borrower shall repay the then entire unpaid balance of
the Term Loan and all accrued and unpaid interest thereon on the Termination
Date.

         3-4. INTEREST ON THE TERM LOAN.

                  (a) Subject to Sections 3-4(c) and 3-4(b), the unpaid
principal balance of the Term Loan shall bear interest, until repaid, fixed at
16.5% per annum (the "TERM LOAN INTEREST RATE"), payable as follows:

                           (i) Accrued interest on the unpaid principal balance
         of the Term Loan equal to 13.5% per annum ("CURRENT PAY INTEREST")
         shall be payable monthly in arrears, on the first Business Day of each
         month (the "TERM LOAN INTEREST PAYMENT DATE"), and on the Maturity
         Date.

                           (ii) Subject to Section 3-4(a)(ii)(C), accrued
         interest on the unpaid principal balance of the Term Loan in excess of
         Current Pay Interest (which excess is referred to herein as "PIK
         INTEREST") shall be payable as follows:

                                    (A) The Borrower shall have the option,
                  exercisable by irrevocable written notice by the Borrower to
                  the Administrative Agent made at least five (5) Business Days
                  prior to relevant Term Loan Interest Payment Date, to pay all
                  or any part of such PIK Interest by adding the same to the
                  principal balance of the Term Note on that Term Loan Interest
                  Payment Date.

                                    (B) PIK Interest as to which the option
                  provided in Section 3-4(a)(ii)(A) is not exercised shall be
                  paid on the then next Term Loan Interest Payment Date.

                                    (C) At the direction of the Term Lender,
                  following the


                                      -63-
<PAGE>

                  occurrence of any Default, the option provided in Section
                  3-4(a)(ii)(A) shall terminate and accrued interest to which
                  such option otherwise could have been exercised shall be paid
                  on each Term Loan Interest Payment Date.

                  (b) In the event of the increase of any interest rate which is
or which may be applicable to the unpaid principal balance of the Revolving
Credit, the Term Loan Interest Rate shall be increased by a like amount (e.g. if
the Base Margin Rate is increased by one-quarter of one percent per annum or the
Eurodollar Margin is increased by 25 basis points, the Term Loan Interest Rate
shall likewise be increased by one-quarter of one percent per annum) and such
increase shall be treated as an increase to Current Pay Interest.

                  (c) Following the occurrence of any Event of Default (and
whether or not any remedies have been exercised in connection therewith), at the
direction of the Term Lender, interest shall accrue and shall be payable on the
unpaid principal balance of the Term Loan at the aggregate of the Term Loan
Interest Rate then in effect plus three percent (3%) per annum.

         3-5. TERM LOAN COMMITMENT; FEE TERM LOAN FACILITY FEE.

                  (a) As compensation for the Term Lender's having committed to
make the Term Loan, the Borrower shall pay to the Term Lender the Term Loan
Commitment Fee of $650,000.00, payable by the Borrower in two installments as
follows: (i) the sum of $350,000 shall be paid on the Closing Date, and (ii) the
sum of $300,000.00 shall be paid on the first anniversary of the Closing Date if
the Term Loan has not been previously paid in full.

                  (b) In addition to any other fee to be paid by the Borrower on
account of the Term Loan, the Borrower shall pay the Administrative Agent the
"TERM LOAN FACILITY FEE" (so referred to herein) of $1,500 for each month or
portion of a month after the Closing Date. The Term Loan Facility Fee shall be
paid in advance, on the Closing Date, on first day of each month after the
Closing Date and on the Termination Date.

         3-6. PAYMENTS ON ACCOUNT OF TERM LOAN. The Borrower authorizes the
Administrative Agent to determine and to pay over directly to the Term Loan
Lender any and all amounts due and payable from time to time under or on account
of the Term Loan as advances under the Revolving Credit it being understood,
however, that the authorization of the Administrative Agent provided in this
Section 3-6 shall not excuse the Borrower from fulfilling its obligations to the
Term Lender on account of the Term Loan nor place any obligation on the



                                      -64-
<PAGE>

Administrative Agent to do so. The Administrative Agent shall provide prompt
advice to the Borrower of any amount which is so paid over by the Administrative
Agent to the Term Lender pursuant to this Section 3-6.

ARTICLE 4 - CONDITIONS PRECEDENT:

         As a condition to the effectiveness of this Agreement, the
establishment of the Revolving Credit, and the making of the first loan under
the Revolving Credit, and the making of the Term Loan, each of the documents
respectively described in Sections 4-1 through and including 4-4, (each in form
and substance satisfactory to the Administrative Agent and the Lenders) shall
have been delivered to the Administrative Agent and the Lenders, and the
conditions respectively described in Sections 4-6 through and including 4-7,
shall have been satisfied:

         4-1. CORPORATE DUE DILIGENCE.

                  (a) A Certificate of corporate good standing issued by the
Secretary of State of Delaware (or the applicable state of incorporation) for
the Borrower and each Guarantor.

                  (b) Certificates of due qualification, in good standing,
issued by the Secretary(ies) of State of each State in which the nature the
Borrower's and Guarantors' business conducted or assets owned could require such
qualification.

                  (c) A Certificate the Borrower's and each Guarantor's
Secretary of the due adoption, continued effectiveness, and setting forth the
texts of, each corporate resolution adopted in connection with the establishment
of the loan arrangement contemplated by the Loan Documents and attesting to the
true signatures of each Person authorized as a signatory to any of the Loan
Documents.

         4-2. OPINION. An opinion of counsel to the Borrower and Guarantors in
form and substance satisfactory to the Administrative Agent.

         4-3. ADDITIONAL DOCUMENTS. Such additional instruments and documents as
the Administrative Agent, the Lenders, or their counsel reasonably may require
or request including, without limitation, the following:



                                      -65-
<PAGE>

                  (a) The Intercreditor Agreement duly executed by AWG.

                  (b) Guaranties from each of the Guarantors together with such
other Guarantor Agreements as may be reasonably required by the Administrative
Agent to grant and perfect a first priority security interest in each of their
respective assets.

                  (c) The instruments, documents and agreements set forth on
EXHIBIT 4-3 hereto.

         4-4. OFFICERS' CERTIFICATES. Certificates executed by the President and
the Chief Financial Officer of the Borrower which state that

                  (a) Such officer, acting on behalf of the Borrower, has
reviewed each of the Loan Documents and has had the benefit of independent
counsel (Attorneys Crowe & Dunlevy) of the Borrower's selection in connection
with the review and negotiation of the Loan Documents. In particular, and
without limiting the generality of such review, the following provisions of the
Loan Documents have been brought to the attention of the undersigned by such
counsel:

                           (i) The waiver of the right to a trial by jury in
         connection with controversies arising out of the loan arrangement
         contemplated by the Loan Documents.

                           (ii) The designation of, and submission to the
         exclusive jurisdiction and venue of, certain courts.

                           (iii) Various other waivers and indemnifications
         included therein.

                           (iv) The circumstances under which the Liabilities
         could be accelerated and the grace periods available with respect to
         certain Defaults.

                  (b) The representations and warranties made by the Borrower to
the Agents and the Lenders in the Loan Documents are true and complete as of the
date of such Certificate, and that no Default has occurred.

         4-5. BORROWING ORDER. There shall have been entered in the Proceedings
the Interim Borrowing Order (in form satisfactory to the Administrative Agent
and the Lenders), which order shall not have been stayed, modified, appealed,
reversed, or otherwise affected.

         4-6. REPRESENTATIONS AND WARRANTIES. Each of the representations made


                                      -66-
<PAGE>


by or on behalf of the Borrower and the Guarantors in this Agreement or in any
of the other Loan Documents or in any other report, statement, document, or
paper provided by or on behalf of the Borrower or the Guarantors shall be true
and complete as of the date as of which such representation or warranty was
made.

         4-7. ALL FEES AND EXPENSES PAID. All fees due at or immediately after
the first funding under the Revolving Credit and the Term Loan and all costs and
expenses incurred by the Administrative Agent, the Collateral Agent, and the
Term Lender in connection with the establishment of the credit facility
contemplated hereby (including the fees and expenses of counsel to the
Administrative Agent, the Collateral Agent, the Term Lender, and counsel to the
Term Lender) shall have been paid in full.

         4-8. ADDITIONAL ADVANCES BY AWG. AWG shall have obtained an order of
the Bankruptcy Court in the Proceedings and shall have provided additional
financing to the Borrower and the Borrower shall have received net proceeds from
such financing in the principal sum of at least $19,600,000, all on terms and
conditions satisfactory to the Lenders.

         4-9. COMPLETION OF DUE DILIGENCE. The Lenders shall have completed such
due diligence as they deem necessary, including, without limitation, commercial
finance examinations, appraisals and environmental site assessments, the results
of which shall be satisfactory to the Lenders and their counsel.

         4-10. CONSENTS. All necessary consents and approvals to the
transactions contemplated hereby shall have been obtained and shall be
satisfactory to the Lenders.

         4-11. LITIGATION. There shall not be pending any litigation or other
proceeding, the result of which could reasonably be expected to have a material
adverse effect on the Borrower's or Guarantors' condition (financial or
otherwise), operations, business, income, assets or prospects or ability to
perform their obligations hereunder and under the other Loan Documents.

         4-12. ACCURACY OF FINANCIAL INFORMATION. The Lenders shall be satisfied
that any


                                      -67-
<PAGE>


financial statements delivered to them fairly present the business and financial
condition of the Parent and its Subsidiaries.

         4-13. ABSENCE OF LIENS. The Collateral Agent shall have received
results of searches or other evidence satisfactory to the Collateral Agent and
the Lenders (in each case dated as of a date satisfactory to the Collateral
Agent) indicating the absence of liens on the assets of the Borrower and
Guarantors, except for which termination statements and releases satisfactory to
the Collateral Agent and the Lenders are either being tendered concurrently with
such extension of credit or arrangements for such delivery have been agreed upon
to the satisfaction of the Collateral Agent and the Lenders.

         4-14. NO DEFAULT. No Default shall then exist.

         4-15. NO ADVERSE CHANGE. Other than by virtue of the commencement of
the Proceedings, no event shall have occurred or failed to occur, which
occurrence or failure is or could have a materially adverse effect upon the
Borrower's or Guarantors' condition (financial or otherwise), operations,
business, income, assets or prospects when compared with the Business Plan.

         4-16. CHANGE IN POLICIES. No material changes in governmental
regulations or policies affecting the Borrower, the Guarantors, the Agent, or
any Lender involved in this transaction shall have occurred prior to the Closing
Date.

         4-17. BENEFIT OF CONDITIONS PRECEDENT. The conditions set forth in this
Article 4 are for the sole benefit of each Agent and each Lender and may be
waived by the Administrative Agent in whole or in part without prejudice to any
Agent or any Lender.

No document shall be deemed delivered to the Administrative Agent, the
Collateral Agent, the Term Lender or the Revolving Credit Lender until received
and accepted by the Administrative Agent at its offices in Boston,
Massachusetts. Under no circumstances shall this Agreement take effect until
executed and accepted by the Administrative Agent at said offices.


                                      -68-
<PAGE>


ARTICLE 5 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

         To induce each Lender to establish the credit facility contemplated
herein and to induce the Revolving Credit Lenders to provide loans and advances
under the Revolving Credit (each of which loans shall be deemed to have been
made in reliance thereupon) and to induce the Term Lender to make the Term Loan,
the Borrower, in addition to all other representations, warranties, and
covenants made by the Borrower in any other Loan Document, makes those
representations, warranties, and covenants included in this Agreement.

         5-1. PAYMENT AND PERFORMANCE OF LIABILITIES. The Borrower shall pay
each payment Liability when due (or when demanded, if payable on demand) and
shall promptly, punctually, and faithfully perform each other Liability.

         5-2. DUE ORGANIZATION. AUTHORIZATION. No CONFLICTS.

                  (a) The Borrower presently is and shall hereafter remain in
good standing as a Delaware corporation and is and shall hereafter remain duly
qualified and in good standing in every other State in which, by reason of the
nature or location of the Borrower's assets or operation of the Borrower's
business, such qualification may be necessary, except where the failure to so
qualify would have no more than a de minimis adverse effect on the business or a
assets of the Borrower.

                  (b) The Borrower's organizational identification number
assigned to it by the State of Delaware is listed on EXHIBIT 5-2, annexed
hereto.

                  (c) The Borrower shall not change its State of organization;
any organizational identification number assigned to the Borrower by that State;
or the Borrower's federal taxpayer identification number.

                  (d) Each Affiliate and Subsidiary is listed on EXHIBIT 5-2.
The Borrower shall provide the Administrative Agent with prior written notice of
any entity's becoming or ceasing to be an Affiliate.

                  (e) The Borrower has all requisite power and authority to
execute and deliver all Loan Documents to which the Borrower is a party and has
and will hereafter retain all requisite power to perform all Liabilities.

                  (f) The execution and delivery by the Borrower of each Loan
Document to


                                      -69-
<PAGE>


which it is a party; the Borrower's consummation of the transactions
contemplated by such Loan Documents (including, without limitation, the creation
of Collateral Interests by the Borrower to secure the Liabilities); the
Borrower's performance under those of the Loan Documents to which it is a party;
the borrowings hereunder; and the use of the proceeds thereof:

                           (i) Have been duly authorized by all necessary
         action.

                           (ii) Do not, and will not, contravene in any material
         respect any provision of any Requirement of Law or obligation of the
         Borrower.

                           (iii) Will not result in the creation or imposition
         of, or the obligation to create or impose, any Encumbrance upon any
         assets of the Borrower pursuant to any Requirement of Law or
         obligation, except pursuant to the Loan Documents.

                  (g) The Loan Documents have been duly executed and delivered
by the Borrower and, upon entry of a Borrowing Order, are the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms.

         5-3. TRADE NAMES.

                  (a) EXHIBIT 5-3, annexed hereto, is a listing of:

                           (i) All names under which the Borrower ever conducted
         its business.

                           (ii) All Persons with whom the Borrower ever
         consolidated or merged, or from whom the Borrower ever acquired in a
         single transaction or in a series of related transactions substantially
         all of such Person's assets.

                  (b) The Borrower will provide the Administrative Agent with
not less than twenty-one (21) days prior written notice (with reasonable
particularity) of any change to the Borrower's name from that under which the
Borrower is conducting its business at the execution of this Agreement and will
not effect such change unless the Borrower is then in compliance with all
provisions of this Agreement.

         5-4. INFRASTRUCTURE.

                  (a) The Borrower has, and shall cause its Subsidiaries, to
maintain a sufficient infrastructure to conduct its business as presently
conducted and as contemplated to be conducted following its execution of this
Agreement.

                  (b) The Borrower owns and possesses, or has the right to use
(and will


                                      -70-
<PAGE>


hereafter own, possess, or have such right to use) all patents, industrial
designs, trademarks, trade names, trade styles, brand names, service marks,
logos, copyrights, trade secrets, know-how, confidential information, and other
intellectual or proprietary property of any third Person necessary for the
Borrower's conduct of the Borrower's business.

                  (c) The conduct by the Borrower of the Borrower's business
does not presently infringe (nor will the Borrower conduct its business in the
future so as to infringe) the patents, industrial designs, trademarks, trade
names, trade styles, brand names, service marks, logos, copyrights, trade
secrets, know-how, confidential information, or other intellectual or
proprietary property of any third Person.

         5-5. LOCATIONS.

                  (a) The Collateral, and the books, records, and papers of
Borrower pertaining thereto, are kept and maintained solely at the following
locations:

                           (i) The Borrower's chief executive offices which are
         at 2601 NW Expressway, Suite 1100E, Oklahoma City, Oklahoma 73112.

                           (ii) Those locations which are listed on EXHIBIT 5-5,
         annexed hereto, which EXHIBIT includes, with respect to each such
         location, the name and address of the landlord on the Lease which
         covers such location (or an indication that the Borrower owns the
         subject location) and of all service bureaus with which any such
         records are maintained and the names and addresses of each of then
         Borrower's landlords.

                  (b) The Borrower shall not remove any of the Collateral from
said chief executive office or those locations listed on EXHIBIT 5-5 except for
the following purposes:

                           (i) To accomplish sales of Inventory in the ordinary
         course of business.

                           (ii) To move Inventory from one such location to
         another such location.

                           (iii) To utilize such of the Collateral as is removed
         from such locations in the ordinary course of business (such as motor
         vehicles).

                  (c) The Borrower will not:

                           (i) Execute, alter, modify, amend or reject any Lease
         without the Lenders' prior consent.

                           (ii) Commit to, or open or close any location at
         which the Borrower



                                      -71-
<PAGE>

         maintains, offers for sales, or stores any of the Collateral, provided,
         that the Borrower shall be permitted to close up to 38 stores over the
         term of this Agreement, such closures to occur at all times at an arm's
         length basis and any liquidation pursuant to such closures to be on
         terms satisfactory to the Administrative Agent and the Lenders.

                  (d) Except as otherwise disclosed pursuant to, or permitted
by, this Section 5-5, no tangible personal property of the Borrower is in the
care or custody of any third party or stored or entrusted with a bailee or other
third party and none shall hereafter be placed under such care, custody,
storage, or entrustment.

         5-6. ENCUMBRANCES.

                  (a) The Borrower is, and shall hereafter remain, and shall
cause its Subsidiaries to remain, the owner of the Collateral free and clear of
all Encumbrances other than any Permitted Encumbrance.

                  (b) Except as disclosed on EXHIBIT 5-6(b), annexed hereto, the
Borrower does not and shall not, have, possession of any property on consignment
to the Borrower.

                  (c) The Borrower shall not acquire or obtain the right to use
any Equipment, the acquisition or right to use of which Equipment is otherwise
permitted by this Agreement, in which Equipment any third party has an interest,
except for:

                           (i) Equipment which is merely incidental to the
         conduct of the Borrower's business.

                           (ii) Equipment, the acquisition or right to use of
         which has been consented to by the Administrative Agent, which consent
         may be conditioned upon the Administrative Agent's receipt of such
         agreement with the third party which has an interest in such Equipment
         as is satisfactory to the Administrative Agent.

                  (d) The Borrower shall not consent to or suffer the entry of
an order in the Proceedings which authorizes the return of any of the Borrower's
property pursuant to Section 546(g)(*) of the Bankruptcy Code.

         5-7. INDEBTEDNESS. The Borrower does not and shall not hereafter have,
and shall cause its Subsidiaries not to have, any Indebtedness other than any
Permitted Indebtedness.


                                      -72-
<PAGE>


         5-8. INSURANCE.

                  (a) EXHIBIT 5-8, annexed hereto, is a schedule of all
insurance policies owned by the Borrower or under which the Borrower is the
named insured. Each of such policies is in full force and effect. Neither the
issuer of any such policy nor the Borrower is in default or violation of any
such policy.

                  (b) The Borrower shall have and maintain at all times
insurance covering such risks, in such amounts, containing such terms, in such
form, for such periods, and written by such companies as may be satisfactory to
the Administrative Agent.

                  (c) All insurance carried by the Borrower shall provide for a
minimum of sixty (60) days' prior written notice of cancellation to the
Administrative Agent and all such insurance which covers the Collateral shall

                           (i) Include an endorsement in favor of the
         Administrative Agent, naming the Administrative Agent as loss payee and
         additional insured, which endorsement shall provide that the insurance,
         to the extent of the Administrative Agent's interest therein, shall not
         be impaired or invalidated, in whole or in part, by reason of any act
         or neglect of the Borrower or by the failure of the Borrower to comply
         with any warranty or condition of the policy.

                           (ii) Not include an endorsement in favor of any other
         Person, except for AWG and any lessors or other parties with insurable
         interests included in endorsements in the ordinary course of business.

                  (d) The coverage reflected on EXHIBIT 5-8 presently satisfies
the foregoing requirements, it being recognized by the Borrower, however, that
such requirements may change hereafter to reflect changing circumstances.

                  (e) The Borrower shall furnish the Administrative Agent from
time to time with certificates or other evidence satisfactory to the
Administrative Agent regarding compliance by the Borrower with the foregoing
requirements.

                  (f) The Borrower hereby appoints the Administrative Agent as
its attorney-in-fact to do any acts deemed necessary by the Administrative
Agent in the event of the failure by the Borrower to maintain insurance as
required herein, including, obtaining such insurance at the sole expense of the
Borrower, provided, however, the Administrative Agent's obtaining of such
insurance shall not constitute a cure or waiver of any Default occasioned by the
Borrower's failure to have maintained such insurance.


                                      -73-
<PAGE>


         5-9. LICENSES. Each license, distributorship, franchise, and similar
agreement issued to, or to which the Borrower is a party is in full force and
effect except where enforcement thereof against the Borrower is stayed by the
commencement of, and during the pendency of, the Proceedings. No party to any
such license or agreement is in default or violation thereof. The Borrower has
not received any notice or threat of cancellation of any such license or
agreement.

         5-10. LEASES. EXHIBIT 5-10, annexed hereto, is a schedule of all
presently effective Capital Leases. (EXHIBIT 5-5 includes a list of all other
presently effective Leases). Each of such Leases and Capital Leases is in full
force and effect. No party to any such Lease or Capital Lease is in default or
violation of any such Lease or Capital Lease except on account of defaults, the
enforcement of which is stayed under Applicable Law during the pendency of the
Proceedings. The Borrower has not received any notice or threat of cancellation
of any such Lease or Capital Lease. The Borrower hereby authorizes the
Administrative Agent at any time and from time to time to contact any of the
Borrower's landlords in order to confirm the Borrower's continued compliance
with the terms and conditions of the Lease(s) between the Borrower and that
landlord and to discuss such issues, concerning the Borrower's occupancy under
such Lease(s), as the Administrative Agent may determine.

         5-11. REQUIREMENTS OF LAW. The Borrower is in compliance with, and
shall hereafter comply with and use its assets in compliance with, all
Requirements of Law except where the failure of such compliance (a) will not
have more than a de minimis adverse effect on the Borrower's business or assets
or (b) is not required under Applicable Law during the pendency of the
Proceedings. The Borrower has not received any notice of any violation of any
Requirement of Law (other than of a violation which has no more than a de
minimis adverse effect on the Borrower's business or assets), which violation
has not been cured or otherwise remedied.

         5-12. LABOR RELATIONS.

                  (a) Except as disclosed on EXHIBIT 5-12, annexed hereto, the
Borrower has not been and is not presently a party to any collective bargaining
or other labor contract.

                  (b) There is not presently pending and, to the Borrower's
knowledge, there is


                                      -74-
<PAGE>


not threatened any of the following:

                           (i) Any strike, slowdown, picketing, work stoppage,
         or employee grievance process.

                           (ii) Any proceeding against or affecting the Borrower
         relating to the alleged violation of any Applicable Law pertaining to
         labor relations or before National Labor Relations Board, the Equal
         Employment Opportunity Commission, or any comparable governmental body,
         organizational activity, or other labor or employment dispute against
         or affecting the Borrower, which, if determined adversely to the
         Borrower could have more than a de minimis adverse effect on the
         Borrower.

                           (iii) Any lockout of any employees by the Borrower
         (and no such action is contemplated by the Borrower).

                           (iv) Any application for the certification of a
         collective bargaining agent.

                  (c) No event has occurred or circumstance exists which could
provide the basis for any work stoppage or other labor dispute.

                  (d) The Borrower:

                           (i) Has complied in all material respects with all
         Applicable Law relating to employment, equal employment opportunity,
         nondiscrimination, immigration, wages, hours, benefits, collective
         bargaining, the payment of social security and similar taxes,
         occupational safety and health, and plant closing.

                           (ii) Is not liable for the payment of more than a de
         minimius amount of compensation, damages, taxes, fines, penalties, or
         other amounts, however designated, for the Borrower's failure to comply
         with any Applicable Law referenced in Section 5-12(d)(i).

         5-13. MAINTAIN PROPERTIES. The Borrower shall:

                  (a) Keep the Collateral in good order and repair (ordinary
reasonable wear and tear and insured casualty excepted).

                  (b) Not suffer or cause the waste or destruction of any
material part of the Collateral.

                  (c) Not use any of the Collateral in violation of any policy
of insurance thereon.


                                      -75-
<PAGE>


                  (d) Subject to Section 5.5(c)(ii), not sell, lease, or
otherwise dispose of any of the Collateral, other than the following:

                           (i) The sale of Inventory in compliance with this
         Agreement.

                           (ii) The disposal of Equipment which is obsolete,
         worn out, or damaged beyond repair, which Equipment is replaced to the
         extent necessary to preserve or improve the operating efficiency of the
         Borrower.

                           (iii) The turning over to the Administrative Agent of
         all Receipts as provided herein.

         5-14. TAXES.

                  (a) Except for any failure to comply with any of the
following, which failure would not result in more than a de minimis adverse
effect to the Borrower, the Borrower, in compliance with all Applicable Law, has
properly filed the Borrower's tax returns due to be filed up to the date of this
Agreement. All federal and state taxes and other amounts in the nature of taxes
for which the Borrower is liable or obligated are presently due and payable
without penalty; or have been paid or settled; or, to the extent unpaid as of
the date of commencement of the Proceedings, will be paid in accordance with
Applicable Law and the Borrower's plan or reorganization in the Proceedings.

                  (b) The Borrower shall: pay, as they become due and payable,
all taxes and unemployment contributions and other charges of any kind or nature
levied, assessed or claimed against the Borrower or the Collateral by any Person
whose claim could result in an Encumbrance upon any asset of the Borrower or by
any governmental authority, except to the extent that the Borrower is not
required, under Applicable Law, to pay such taxes and other charges during the
pendency of the Proceedings; properly exercise any trust responsibilities
imposed upon the Borrower by reason of withholding from employees' pay or by
reason of any Borrower's receipt of sales tax or other funds for the account of
any third party; timely make all contributions and other payments as may be
required pursuant to any Employee Benefit Plan now or hereafter established by
the Borrower; and timely file all tax and other returns and other reports with
each governmental authority to whom the Borrower is obligated to so file except
where failure to file would not have a material adverse effect provided however,
nothing included in this Section shall prevent the Borrower from contesting, in
good faith and by appropriate proceedings, any tax liability claimed against the
Borrower not to exceed


                                      -76-
<PAGE>


$100,000.00, but only provided that and so long as no tax lien is filed with
respect thereto.

                  (c) At its option, the Administrative Agent may pay any tax,
charge levied, assessed, or claimed upon the Borrower or the Collateral by any
Person or governmental authority, and make any payments on account of the
Borrower's Employee Benefit Plan as the Administrative Agent, in the
Administrative Agents discretion, may deem necessary or desirable, to protect
the Agents' Rights and Remedies.

         5-15. NO MARGIN STOCK. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying any margin stock
(within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System of the United States). No part of the proceeds of any
borrowing hereunder will be used at any time to purchase or carry any such
margin stock or to extend credit to others for the purpose of purchasing or
carrying any such margin stock.

         5-16. ERISA.

                  (a) Except for any failure to comply with any of the
following, which failure would not result in more than a de minimis adverse
effect to the Borrower, neither the Borrower nor any ERISA Affiliate has ever:

                           (i) Violated or failed to be in full compliance with
         the Borrower's Employee Benefit Plan.

                           (ii) Failed timely to file all reports and filings
         required by ERISA to be filed by the Borrower.

                           (iii) Engaged in any nonexempt "prohibited
         transactions" or "reportable events" (respectively as described in
         ERISA).

                           (iv) Engaged in, or committed, any act such that a
         tax or penalty reasonably could be imposed upon the Borrower on account
         thereof pursuant to ERISA.

                           (v) Accumulate any material cumulative funding
         deficiency within the meaning of ERISA.

                           (vi) Terminated any Employee Benefit Plan such that a
         lien could be asserted against any assets of the Borrower on account
         thereof pursuant to ERISA.

                           (vii) Except as disclosed on EXHIBIT 5-16, annexed
         hereto, been a member of, contributed to, or have any obligation under
         any Employee Benefit Plan


                                      -77-
<PAGE>


         which is a multiemployer plan within the meaning of Section 4001(a) of
         ERISA.

                  (b) Neither the Borrower nor any ERISA Affiliate shall ever
engage in any action of the type described in Section 5-16(a).

         5-17. HAZARDOUS MATERIALS.

                  (a) The Borrower has never: (i) been legally responsible for
any release or threat of release of any Hazardous Material or (ii) received
notification of the incurrence of any expense in connection with the assessment,
containment, or removal of any Hazardous Material for which the Borrower would
be responsible.

                  (b) The Borrower shall: (i) dispose of any Hazardous Material
only in compliance with all Environmental Laws and (ii) have possession of any
Hazardous Material only in the ordinary course of the Borrower's business and in
compliance with all Environmental Laws.

                  (c) All facilities and properties leased by the Borrower or
any of its Subsidiaries have been and continue to be owned, leased and operated
in compliance with applicable Environmental Laws.

                  (d) There have been no releases of Hazardous Materials at, on
or under any property previously owned or leased by the Borrower or any of its
Subsidiaries.

                  (e) No conditions exist at, on or under any property now or
previously owned or leased by the Borrower or any of its Subsidiaries which
could reasonably be expected to give rise to liability under any applicable
Environmental Law.

         5-18. LITIGATION. Except as described in EXHIBIT 5-18, annexed hereto,
there is not presently pending or to the best knowledge of the Borrower
threatened by or against the Borrower any suit, action, proceeding, or
investigation which, if determined adversely to the Borrower, would have more
than a de minimis adverse effect upon the Borrower's financial condition or
ability to conduct its business as such business is presently conducted or is
contemplated to be conducted in the foreseeable future and is not stayed by the
commencement of, and during the pendency of, the Proceedings.

         5-19. DIVIDENDS. INVESTMENTS. CORPORATE ACTION. The Borrower shall not
and shall cause its Subsidiaries not to:


                                      -78-
<PAGE>


                  (a) Pay any cash dividend or make any other distribution in
respect of any class of the Borrower's or any Subsidiary's capital stock.

                  (b) Make any payment on account of any Indebtedness other than
(i) payment of the Liabilities, (ii) payments to AWG permitted pursuant to
Section 5-27 hereof, (iii) payments of pre-petition claims authorized by orders
entered in the Bankruptcy Court in the Proceedings, to which order the Lenders
have consented.

                  (c) Own, redeem, retire, purchase, or acquire, as applicable,
any of the Borrower's, the Parent's, any Subsidiary's, or any Person's capital
stock.

                  (d) Invest in or purchase any stock or securities or rights to
purchase any such stock or securities, of any Person other than existing
investments described on EXHIBIT 5-19 hereto.

                  (e) Merge or consolidate or be merged or consolidated with or
into any other corporation or other entity.

                  (f) Consolidate any of the Borrower's or any Subsidiary's
operations with those of any other Person.

                  (g) Organize or create any Affiliate or any Subsidiary not
listed on Exhibit 5-2.

                  (h) Subordinate any debts or obligations owed to the Borrower
by any third party to any other debts owed by such third party to any other
Person.

                  (i) Acquire any assets other than in the ordinary course and
conduct of the Borrower's business as conducted at the execution of this
Agreement.

         5-20. LOANS. The Borrower shall not make any loans or advances to, nor
acquire the Indebtedness of, any Person, provided, however, the foregoing does
not prohibit any of the following:

                  (a) Advance payments made to the Borrower's suppliers (other
than AWG) in the ordinary course, not to exceed $50,000.00 to any one supplier,
or $500,000.000 to all suppliers in the aggregate at any one time outstanding.

                  (b) Advances to the Borrower's officers, employees, and
salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of the Borrower not to
exceed $250,000.00 in the aggregate at any one time outstanding, which expenses
are properly substantiated by the person seeking such advance


                                      -79-
<PAGE>


and properly reimbursable by the Borrower.

         5-21. PROTECTION OF ASSETS. The Administrative Agent, in the
Administrative Agent's sole discretion, and from time to time, may discharge any
tax or Encumbrance on any of the Collateral, or take any other action which the
Administrative Agent may deem necessary or desirable to repair, insure,
maintain, preserve, collect, or realize upon any of the Collateral. The
Administrative Agent shall not have any obligation to undertake any of the
foregoing and shall have no liability on account of any action so undertaken
except where there is a specific finding in a final non-appealable judgment in a
judicial proceeding (in which the Administrative Agent has had an opportunity to
be heard), from which finding no further appeal is available, that the
Administrative Agent had acted in actual bad faith or in a grossly negligent
manner. The Borrower shall pay to the Administrative Agent, on demand, or the
Administrative Agent, in its discretion, may add to the Loan Account, all
amounts paid or incurred by the Administrative Agent pursuant to this Section
5-21.

         5-22. LINE OF BUSINESS. The Borrower shall not engage in any business
other than the business in which it is currently engaged or a business
incidental thereto (the conduct of which reasonably related business is
reflected in the Business Plan).

         5-23. AFFILIATE TRANSACTIONS. The Borrower shall not make any payment,
nor give any value to any Affiliate except for goods and services actually
purchased by the Borrower from, or sold by the Borrower to, such Affiliate for a
price and on terms which shall

                  (a) be competitive and fully deductible as an "ordinary and
necessary business expense" and/or fully depreciable under the Internal Revenue
Code of 1986 and the Treasury Regulations, each as amended; and

                  (b) be no less favorable to the Borrower than those which
would have been charged and imposed in an arms length transaction.

         5-24. FURTHER ASSURANCES.

                  (a) The Borrower is not the owner of, nor has it any interest
in, any property or asset which, immediately upon the satisfaction of the
conditions precedent to the effectiveness of the credit facility contemplated
hereby (Article 4) will not be subject to a


                                      -80-
<PAGE>


perfected Collateral Interest in favor of the Collateral Agent (subject only to
Permitted Encumbrances having priority over the Collateral Interest of the
Collateral Agent) to secure the Liabilities.

                  (b) The Borrower will not hereafter acquire any asset or any
interest in property which is not, immediately upon such acquisition, subject to
such a perfected Collateral Interest in favor of the Collateral Agent to secure
the Liabilities (subject only to Permitted Encumbrances having priority over the
Collateral Interest of the Collateral Agent).

                  (c) The Borrower shall execute and deliver to the
Administrative Agent such instruments, documents, and papers, and shall do all
such things from time to time hereafter as the Administrative Agent may request,
to carry into effect the provisions and intent of this Agreement; to protect and
perfect the Collateral Agent's Collateral Interests in the Collateral; and to
comply with all applicable statutes and laws, and facilitate the collection of
the Receivables Collateral. The Borrower shall execute all such instruments as
may be required by the Administrative Agent with respect to the recordation
and/or perfection of the Collateral Interests created or contemplated herein.

                  (d) The Borrower hereby designates the Collateral Agent as and
for the Borrower's true and lawful attorney, with full power of substitution, to
sign and file any financing statements in order to perfect or protect the
Collateral Agent's Collateral Interests in the Collateral.

                  (e) This Agreement constitutes an authenticated record which
authorizes the Collateral Agent to file such financing statements as the
Collateral Agent determines as appropriate to perfect or protect the Collateral
Interests created by this Agreement.

                  (f) A carbon, photographic, or other reproduction of this
Agreement or of any financing statement or other instrument executed pursuant to
this Section 5-24 shall be sufficient for filing to perfect the security
interests granted herein.

         5-25. ADEQUACY OF DISCLOSURE.

                  (a) All financial statements furnished to each Agent and each
Lender by the Borrower have been prepared in accordance with GAAP consistently
applied and present fairly the condition of the Borrower at the date(s) thereof
and the results of operations and cash flows for the period(s) covered (provided
however, that unaudited financial statements are subject to normal year end
adjustments and to the absence of footnotes). There has been no change in


                                      -81-
<PAGE>


the financial condition, results of operations, or cash flows of the Borrower
since the date(s) of such financial statements, other than the commencement of
the Proceedings and changes in the ordinary course of business, which changes
have not been materially adverse to the Borrower's or Guarantors' operations,
business, income, assets or property or ability to perform their obligations
hereunder and under the other Loan Documents, either singularly or in the
aggregate.

                  (b) The Borrower does not have any contingent obligations or
obligation under any Lease or Capital Lease which is not noted in the Borrower's
financial statements furnished to each Agent and each Lender prior to the
execution of this Agreement.

                  (c) No document, instrument, agreement, or paper now or
hereafter given to any Agent or to any Lender by or on behalf of the Borrower or
any Guarantor of the Liabilities in connection with the execution of this
Agreement by each Agent and each Lender contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements therein not misleading. There is no
fact known to the Borrower which has, or which, in the foreseeable future could
have, a material adverse effect on the financial condition of the Borrower or
any such Guarantor which has not been disclosed in writing to each Agent and
each Lender.

         5-26. NO RESTRICTIONS ON LIABILITIES. The Borrower shall not enter into
or directly or indirectly become subject to any agreement which prohibits or
restricts, in any manner, the Borrower's:

                  (a) Creation of, and granting of Collateral Interests in favor
of the Collateral Agent.

                  (b) Incurrence of Liabilities.

         5-27. AWG INDEBTEDNESS.

                  (a) Borrower and the Guarantors will not make or agree to pay
or make, directly or indirectly, any payment or other distribution (whether in
cash securities or other property) of or in respect of principal of or interest
on any Indebtedness due or to become due to AWG, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness due or
to become due


                                      -82-
<PAGE>


to AWG, except:

                           (i) as long as no Default then exists or would arise
         therefrom, payment of regularly scheduled interest and principal
         payments as and when due in respect of AWG Pre-Petition Loans in an
         amount not to exceed $43,000.00 per week;

                           (ii) as long as no Default then exists or would arise
         therefrom, payment of regularly scheduled interest payments as and when
         due in respect of AWG Post-Petition Loans at a rate not to exceed the
         Base Rate plus two percent (2%) per annum.

                           (iii) non-cash payments on account of the AWG
         Post-Petition Supply Agreements.

                           (iv) payments for goods purchased by the Borrower
         under the AWG Post-Petition Supply Agreement and the AWG Pre-Petition
         Supply Agreements in the ordinary course.

                           (v) payments of principal on account of the AWG
         Post-Petition Loans, as long as each of the following conditions are
         satisfied as of the time of each payment:

                                    (A) no Default then exists or would arise
                                    therefrom; and

                                    (B) The Lenders shall have received the
                                    audited financial statements for the fiscal
                                    year of the Parent and its Subsidiaries for
                                    the fiscal year most recently ended and the
                                    quarter most recently ended; and

                                    (C) The Parent and its Subsidiaries have
                                    achieved EBITDAR of at least $15,000,000 for
                                    the year most recently ended and the quarter
                                    most recently ended on a trailing four
                                    quarters basis; and

                                    (E) the amounts available to be borrowed and
                                    calculated under clauses (d) and (e) of the
                                    definition of Borrowing Base shall not then
                                    exceed 15% of the aggregate Borrowing Base;
                                    and

                                    (F) Availability shall have been at least
                                    $6,000,000 at all times for the ninety (90)
                                    consecutive days prior to the date of
                                    repayment to AWG and pro forma Availability
                                    for the twelve months following such
                                    repayment shall be at least $4,000,000 at
                                    all times.

                  provided that any such payments may be made only one time
                  during each of the following periods:


                                      -83-
<PAGE>
<Table>
<Caption>
                                               Period
                                               -------------------------
<S>                                            <C>
                                               May 1,2002 through May
                                               30, 2002

                                               August 1, 2002 through
                                               August 30,2002

                                               November 1, 2002 through
                                               November 30,2002

                                               May 1, 2003 through May
                                               30,2003
</Table>

         5-28. BANKRUPTCY PROTECTIONS. The Borrower and Guarantors will not
seek, consent, suffer to exist any of the following:

                  (a) Any modification, stay, vacation or amendment to the
Borrowing Orders to which the Administrative Agent and the Lenders have not
consented.

                  (b) A priority claim for administrative expense or unsecured
claim against the Borrower or any Guarantor (now existing or hereafter arising
of any kind or nature whatsoever, including, without limitation, any
administrative expense of the kind specified in Section 105, 326, 330, 331,
503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d) or 1114 of the Bankruptcy
Code) equal or superior to the priority claim of the Agent and the Lenders in
respect of the Liabilities, except with respect to the Carve Out.

                  (c) Any Encumbrance on any Collateral, having a priority equal
or superior to the Encumbrances of the Agent and the Lenders.

         5-29. AWG DOCUMENTS. The Borrower shall not modify or amend any
provisions of the AWG Documents without the prior written consent of the Agent.
The Borrower shall not amend, consent to, or file a motion seeking the amendment
of any orders entered in the Proceedings relating to the AWG Documents and any
adequate protection granted with respect thereto, or relating to the Loan
Documents as defined in the Intercreditor Agreement) without the prior written
consent of the Lenders and the Agent. The Borrower shall not amend or consent to
the amendment of any overleases entered into between AWG and any landlord, in
connection with any premises at which the Borrower is a subtenant. The Borrower
shall furnish


                                      -84-
<PAGE>


the Administrative Agent with copies of all notices of default which it receives
from AWG under the AWG Documents and any notices of default received by AWG
under such overleases, copies of which have been furnished by AWG to the
Borrower. Such notices shall be furnished by the Borrower to the Administrative
Agent immediately upon receipt by the Borrower.

         5-30. RESTRUCTURING CONSULTANT. The Borrower:

                  (a) Shall engage a Restructuring Consultant acceptable to the
Lenders within twenty days after the Closing Date and furnish the Lenders with a
copy of the engagement letter, the terms and conditions of which shall be
satisfactory to the Lenders.

                  (b) Shall provide reasonable access for the Administrative
Agent and the Lenders from time to time with such Restructuring Consultant to
discuss such matters concerning the Borrower as they reasonably may determine.

                  (c) Shall not dismiss such Restructuring Consultant except
with the consent of the Administrative Agent and the Lenders.

         5-31. OTHER COVENANTS. The Borrower shall not indirectly do or cause to
be done any act which, if done directly by the Borrower, would breach any
covenant contained in this Agreement.

ARTICLE 6 FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

         6-1. MAINTAIN RECORDS. The Borrower shall:

                  (a) At all times, keep proper books of account, in which full,
true, and accurate entries shall be made of all of the Borrower's financial
transactions, all in accordance with GAAP applied consistently with prior
periods to fairly reflect the financial condition of the Borrower at the close
of, and its results of operations for, the periods in question.

                  (b) Timely provide the Lenders with those financial reports,
statements, and schedules required by this Article 6 or otherwise, each of which
reports, statements and schedules shall be prepared, to the extent applicable,
in accordance with GAAP applied consistently with prior periods to fairly
reflect the financial condition of the Parent, the Borrower, and the Guarantors
at the close of, and the results of operations for, the period(s) covered
therein.


                                      -85-
<PAGE>



                  (c) At all times, keep accurate current records of the
Collateral.

                  (d) At all times, retain independent certified public
accountants who are reasonably satisfactory to the Administrative Agent and
instruct such accountants to fully cooperate with, and be available to, the
Administrative Agent to discuss the Borrower's financial performance, financial
condition, operating results, controls, and such other matters, within the scope
of the retention of such accountants, as may be raised by the Administrative
Agent.

                  (e) Not change the Borrower's fiscal year.

         6-2. ACCESS TO RECORDS.

                  (a) The Borrower shall accord the Administrative Agent with
access from time to time as the Administrative Agent may require to all
properties owned by or over which the Borrower has control. The Administrative
Agent shall have the right, and the Borrower will permit the Administrative
Agent from time to time as Administrative Agent may request, to examine,
inspect, copy, and make extracts from any and all of the Borrower's books,
records, electronically stored data, papers, and files. The Borrower shall make
all of the Borrower's copying facilities available to the Administrative Agent.

                  (b) The Borrower hereby authorizes the Administrative Agent
to:

                           (i) Inspect, copy, duplicate, review, cause to be
         reduced to hard copy, run off, draw off, and otherwise use any and all
         computer or electronically stored information or data which relates to
         the Borrower, or any service bureau, contractor, accountant, or other
         person, and directs any such service bureau, contractor, accountant, or
         other person fully to cooperate with the Administrative Agent with
         respect thereto.

                           (ii) Verify at any time the Collateral or any portion
         thereof, including verification with Account Debtors, and/or with the
         Borrower's computer billing companies, collection agencies, and
         accountants and to sign the name of the Borrower on any notice to the
         Borrower's Account Debtors or verification of the Collateral.

                  (c) The Administrative Agent from time to time may designate
one or more representatives to exercise the Administrative Agent's rights under
this Section 6-2 as fully as if the Administrative Agent were doing so.

         6-3. IMMEDIATE NOTICE TO ADMINISTRATIVE AGENT.


                                      -86-
<PAGE>


                  (a) The Borrower shall provide the Administrative Agent with
written notice promptly upon the occurrence of any of the following events,
which written notice shall be with reasonable particularity as to the facts and
circumstances in respect of which such notice is being given:

                           (i) Any change in the Borrower's President, chief
         executive officer, chief operating officer, and chief financial officer
         (without regard to the title(s) actually given to the Persons
         discharging the duties customarily discharged by officers with those
         titles).

                           (ii) Any ceasing of the Borrower's making of
         post-petition payments, in the ordinary course, to any of its creditors
         (other than its ceasing of making of such payments on account of a de
         minimis dispute).

                           (iii) Any failure by the Borrower to pay
         post-petition rent at any of the Borrower's locations, which failure
         continues for more than three (3) days following the last day on which
         such rent was payable (except for lease payments due August 1, 2001
         only, which failure continues for more than 15 days after the due date)
         without more than a de minimis adverse effect to the Borrower.

                           (iv) Any material adverse change in the Borrower's or
         Guarantors' condition (financial or otherwise), operations, business,
         income, assets or prospects or ability to perform their obligations
         hereunder and under the other Loan Documents.

                           (v) The occurrence of any Default.

                           (vi) Any intention on the part of the Borrower to
         discharge the Borrower's present independent accountants or any
         withdrawal or resignation by such independent accountants from their
         acting in such capacity (as to which, see Subsection 6-1(d)).

                           (vii) Any litigation which, if determined adversely
         to the Borrower, might have a material adverse effect on the financial
         condition of the Borrower except to the extent such litigation is
         stayed by the commencement of, and during the pendency of, the
         Proceedings.

                           (viii) Any of the following with respect to the
         Restructuring Consultant retained by the Borrower:

                                    (A) Intention on the part of the Borrower to
                  alter or amend its retention letter with such Restructuring
                  Consultants.


                                      -87-
<PAGE>


                                    (B) Any course of conduct or dealings which
                  constitutes a change, initiated by either the Borrower or such
                  consultants, to their working relationship as contemplated by
                  the engagement of such consultants by the Borrower.

                                    (C) The filing of any pleading in the
                  Proceedings which seeks to disqualify such Restructuring
                  Consultant.

                                    (D) The entry of an order in the Proceedings
                  which disqualifies such Restructuring Consultant.

                  (b) The Borrower shall:

                           (i) Provide the Administrative Agent, when so
         distributed, with copies of any materials distributed to the
         shareholders of the Borrower (qua such shareholders).

                           (ii) Add the Administrative Agent as an addressee on
         all mailing lists maintained by or for the Borrower.

                           (iii) At the request of the Administrative Agent,
         from time to time, provide the Administrative Agent with copies of all
         advertising (including copies of all print advertising and duplicate
         tapes of all video and radio advertising).

                           (iv) Provide the Administrative Agent, when received
         by the Borrower, with a copy of any management letter or similar
         communications from any accountant of the Borrower.

                           (v) Provide the Administrative Agent and the
         Administrative Agent's counsel with copies, when so filed or submitted,
         of any pleadings filed in the Proceedings by or on behalf of the
         Borrower or the submission by or on behalf of the Borrower of any
         report and financial statement to any of: the Bankruptcy Court in which
         the Proceedings are pending; the office of the United States Trustee;
         or any committee appointed in the Proceedings.

                           (vi) Provide the Administrative Agent with copies of
         all filings, by the Parent, with the Securities and Exchange
         Commission, when so filed by the Parent.

                           (vii) Provide the Administrative Agent with written
         notice of any intended bulk sale, liquidation, or other disposition of
         assets of the Borrower at least ten (10) Business Days prior to the
         consummation of such sale or disposition, or commencement of such
         liquidation and a detailed summary of the net proceeds


                                      -88-
<PAGE>


         expected to be received therefrom. Such notice shall be in addition to
         any notices which may be required to be furnished the Administrative
         Agent and the Lenders under the Bankruptcy Code in connection with any
         hearings in the Proceedings to approve any such sale, liquidation or
         disposition.

         6-4. BORROWING BASE CERTIFICATE. The Borrower shall provide the
Administrative Agent by 12:30p.m., daily, with a Borrowing Base Certificate (in
the form of EXHIBIT 6-4 annexed hereto, as such form may be revised from time to
time by the Administrative Agent), with Inventory to be rolled forward weekly.
Such Certificate may be sent to the Administrative Agent by facsimile
transmission, provided that the original thereof is forwarded to the
Administrative Agent on the date of such transmission.

         6-5. WEEKLY REPORTS. Weekly, on Friday of each week (as of the then
immediately preceding Saturday) the Borrower shall provide the Administrative
Agent with a sales audit report and a flash collateral report (each in such form
as may be specified from time to time by the Administrative Agent). Such report
may be sent to the Administrative Agent by facsimile transmission, provided that
the original thereof is forwarded to the Administrative Agent on the date of
such transmission.

         6-6. MONTHLY REPORTS.

                  (a) For each fiscal month end, the Borrower shall provide the
Lender with original counterparts of the following (each in such form as the
Lender from time to time may specify):

                  Within thirty (30) days of the end of the previous fiscal
month end:

                           (i) A schedule of purchases from the Borrower's ten
         largest vendors (in terms of year to date purchases), which schedule
         shall be in such form as may be satisfactory to the Lender and shall
         include year to date cumulative purchases and an aging of payables to
         each such vendor.

                           (ii) A summary aging of the Borrower's and its
         Subsidiaries' accounts payable.

                           (iii) A store activity report.

                           (iv) The officer's compliance certificate described
         in Section 6-9.



                                      -89-
<PAGE>


                           (v) An internally prepared consolidated (and, if
         requested by any Lender, consolidating) financial statements of the
         Borrower's and its Subsidiaries' financial condition and the results of
         its operations for, the period ending with the end of the subject
         month, reflecting both the month ended and fiscal year to date results,
         which financial statement shall include, at a minimum, a balance sheet,
         income statement, cash flow and comparison of same store sales for the
         corresponding month of, and corresponding portion of the fiscal year
         to, the then immediately previous year, as well as to the Borrower's
         business plan, on both a month ended and fiscal year to date basis.

                           (vi) A roll forward of the Borrower's Inventory based
         upon completion of physical inventories, or an applied gross margin
         utilizing sales and purchases information (the "APPLIED GROSS MARGIN
         METHOD"). The Inventory must be rolled forward at least three (3) times
         during each fiscal year based upon physical inventories. In any event,
         Inventory may not be rolled forward utilizing the Applied Gross Margin
         Method for more than three (3) consecutive months.

                           (vii) In any month in which a physical inventory has
         been undertaken, a summary of the physical inventory results.

                           (viii) A summary of Inventory levels by department.

                           (ix) Inventory general ledger and sub ledger reports
         by department.

                           (x) Accounts receivable general ledger and sub ledger
         reports by account type.

                           (xi) Store level income statements for the end of the
         subject month reflecting both the month end and year to date.

                           (xii) Lease status report containing such
         information as may be requested by the Administrative Agent, including,
         without limitation, a statement indicating dates of rental payments on
         all Leasehold Interests and any notices of default received by the
         Borrower or sent by the Borrower thereunder.

                  (b) For purposes of Section 6-6(a), above, the first "previous
month" in respect of which the items required by that Section shall be provided
shall be July 14, 2001.

         6-7. QUARTERLY REPORTS. Quarterly, within forty-five (45) days
following the end of each of the Borrower's fiscal quarters, the Borrower shall
provide to the Lenders the following:


                                      -90-
<PAGE>


                  (a) An original counterpart of a management prepared financial
statement of the Borrower for the period from the beginning of the Borrower's
then current fiscal year through the end of the subject quarter, with
comparative information for the same period of the previous fiscal year, which
statement shall include, at a minimum, a balance sheet, income statement (on a
store specific and on a "consolidated" basis), statement of changes in
shareholders' equity, and cash flows and comparisons for the corresponding
quarter of the then immediately previous year, as well as to the Business Plan.

                  (b) The officer's compliance certificate described in Section
6-9

         6-8. ANNUAL REPORTS.

                  (a) Annually, within ninety (90) days following the end of the
Borrower's fiscal year, the Borrower shall furnish to the Lenders the following:

                           (i) An original signed counterpart of the Borrower's
         annual financial statement, which statement shall have been prepared
         by, and bear the unqualified opinion of, the Borrower's independent
         certified public accountants (i.e. said statement shall be "certified"
         by such accountants) and shall include, at a minimum (with comparative
         information for the then prior fiscal year) a balance sheet, income
         statement, statement of changes in shareholders' equity, and cash
         flows.

                           (ii) The officer's compliance certificate described
         in Section 6-9.

                  (b) No later than the earlier of fifteen (15) days prior to
the end of each of the Borrower's fiscal years or the date on which such
accountants commence their work on the preparation of the Borrower's annual
financial statement, the Borrower shall give written notice to such accountants
(with a copy of such notice, when sent, to the Administrative Agent) that:

                           (i) Such annual financial statement will be delivered
         by the Borrower to the Administrative Agent (for subsequent
         distribution to each Lender).

                           (ii) It is the primary intention of the Borrower, in
         its engagement of such accountants, to satisfy the financial reporting
         requirements set forth in this Article 6.

                           (iii) The Borrower has been advised that the
         Administrative Agent and each Lender).

will rely thereon with respect to the administration of, and transactions under,
the credit facility contemplated by this Agreement.


                                      -91-
<PAGE>


                  (c) Each annual statement shall be accompanied by such
accountant's Certificate indicating that, in conducting the audit for such
annual statement, nothing came to the attention of such accountants to believe
that a Default exists (or that, if a Default exists, the facts and circumstances
thereof).

         6-9. OFFICERS' CERTIFICATES. The Borrower shall cause either the
Borrower's President or its Chief Financial Officer, in each instance, to
provide such Person's Certificate with those monthly financial statements to be
provided within thirty (30) days of the end of each month and with those to be
provided quarterly and annual statements to be furnished pursuant to this
Agreement, which Certificate shall:

                  (a) Indicate that the subject statement was prepared in
accordance with GAAP consistently applied and presents fairly the financial
condition of the Borrower at the close of, and the results of the Borrower's
operations and cash flows for, the period(s) covered, subject, however to the
following:

                           (i) Usual year end adjustments (this exception shall
         not be included in the Certificate which accompanies such annual
         statement).

                           (ii) Material Accounting Changes (in which event,
         such Certificate shall include a schedule (in reasonable detail) of the
         effect of each such Material Accounting Change) not previously
         specifically taken into account in the determination of the financial
         performance covenant imposed pursuant to Section 6-12.

                  (b) Indicate either that (i) no Default then exists, or (ii)
if such an event has occurred, its nature (in reasonable detail) and the steps
(if any) being taken or contemplated by the Borrower to be taken on account
thereof.

                  (c) Include calculations concerning the Borrower's compliance
(or failure to comply) at the date of the subject statement with each of the
financial performance covenants included in Section 6-12 hereof.

         6-10. INVENTORIES, APPRAISALS, AND AUDITS.

                  (a) The Administrative Agent, at the expense of the Borrower,
may participate in and/or observe each physical count and/or inventory of so
much of the Collateral as consists of Inventory which is undertaken on behalf of
the Borrower.

                  (b) The Borrower, at its own expense, shall cause not less
than four (4)


                                      -92-
<PAGE>


physical inventories to be undertaken in each twelve (12) month period during
which this Agreement is in effect (the spacing of the scheduling of which
inventories shall be subject to the Administrative Agent's discretion) conducted
by such inventory takers as are satisfactory to the Administrative Agent and
following such methodology as may be satisfactory to the Administrative Agent.

                           (i) The Borrower shall provide the Administrative
         Agent with a copy of the preliminary results of each such inventory (as
         well as of any other physical inventory undertaken by the Borrower)
         within ten (10) days following the completion of such inventory.

                           (ii) The Borrower, within thirty (30) days following
         the completion of such inventory, shall provide the Administrative
         Agent with a reconciliation of the results of each such inventory (as
         well as of any other physical inventory undertaken by the Borrower) and
         shall post such results to the Borrower's stock ledger and, as
         applicable to the Borrower's other financial books and records.

                           (iii) The Administrative Agent, in its sole
         discretion, if a Default exists, may cause such additional inventories
         to be taken as the Administrative Agent determines (each, at the
         expense of the Borrower).

                  (c) The Administrative Agent contemplates conducting four (4)
appraisals of the Collateral constituting Inventory and one (1) appraisal for
Collateral constituting Leasehold Interests and Real Estate, (in each event, at
the Borrower's expense) during any twelve (12) month period during which this
Agreement is in effect, but in its discretion, may undertake additional such
appraisals (likewise at the Borrower's expense) during such period. Such
appraisals shall be conducted by such appraisers as are satisfactory to the
Administrative Agent.

                  (d) The Administrative Agent contemplates conducting four (4)
commercial finance field examinations (in each event, at the Borrower's expense)
of the Borrower's books and records during any twelve (12) month period during
which this Agreement is in effect, but in its discretion, may undertake
additional such audits (likewise at the Borrower's expense) during such period.

         6-11. ADDITIONAL FINANCIAL INFORMATION.

                  (a) In addition to all other information required to be
provided pursuant to this



                                      -93-
<PAGE>


Article 6, the Borrower promptly shall provide the Administrative Agent (and any
Guarantor of the Liabilities), with such other and additional information
concerning the Borrower, the Collateral, the operation of the Borrower's
business, and the Borrower's financial condition, including original
counterparts of financial reports and statements, as the Administrative Agent
may from time to time request from the Borrower.

                  (b) The Borrower may provide the Administrative Agent, from
time to time hereafter, with updated forecasts of the Borrower's anticipated
performance and operating results.

                  (c) In all events, the Borrower, no sooner than ninety (90)
nor later than sixty (60) days prior to the end of each of the Borrower's fiscal
years, shall provide the Administrative Agent with an updated and extended
forecast which shall go out at least through the end of the then next fiscal
year and shall include an income statement, balance sheet, and statement of cash
flow, by month, each prepared in conformity with GAAP and consistent with the
Borrower's then current practices.

                  (d) The Borrower recognizes that all appraisals, inventories,
analysis, financial information, and other materials which the Administrative
Agent may obtain, develop, or receive with respect to the Borrower are
confidential to the Administrative Agent and that, except as otherwise provided
herein, the Borrower is not entitled to receipt of any of such appraisals,
inventories, analysis, financial information, and other materials, nor copies or
extracts thereof or therefrom.

ARTICLE 7 - USE OF COLLATERAL:

         7-1. USE OF INVENTORY COLLATERAL.

                  (a) The Borrower shall not engage in any of the following with
respect to its Inventory:

                           (i) Any sale other than for fair consideration and on
         an arms length basis in the conduct of the Borrower's business in the
         ordinary course.

                           (ii) Sales or other dispositions to creditors.

                           (iii) Sales or other dispositions in bulk.

                           (iv) Sales of any Collateral in breach of any
         provision of this Agreement.


                                      -94-
<PAGE>


                  (b) No sale of Inventory shall be on consignment, approval, or
under any other circumstances such that, with the exception of the Borrower's
customary return policy applicable to the return of inventory purchased by the
Borrower's retail customers in the ordinary course, such Inventory may be
returned to the Borrower without the consent of the Administrative Agent.

                  (c) The Borrower shall not consent to, nor suffer, the return
of any item of Collateral pursuant to Section 546(g)(*) of the Bankruptcy Code.

         7-2. INVENTORY QUALITY. All Inventory now owned or hereafter acquired
by the Borrower is and will be of good and merchantable quality and free from
defects (other than defects within customary trade tolerances).

         7-3. ADJUSTMENTS AND ALLOWANCES. The Borrower may grant such allowances
or other adjustments to the Borrower's Account Debtors (exclusive of extending
the time for payment of any Account or Account Receivable, which shall not be
done without first obtaining the Administrative Agent's prior written consent in
each instance) as the Borrower may reasonably deem to accord with sound business
practice, provided, however, the authority granted the Borrower pursuant to this
Section 7-3 may be limited or terminated by the Administrative Agent at any time
in the Administrative Agent's discretion.

         7-4. VALIDITY OF ACCOUNTS.

                  (a) The amount of each Account shown on the books, records,
and invoices of the Borrower represented as owing by each Account Debtor is and
will be the correct amount actually owing by such Account Debtor and shall have
been fully earned by performance by the Borrower.

                  (b) The Administrative Agent from time to time may verify the
Receivables Collateral directly with the Borrower's Account Debtors, such
verification to be undertaken in keeping with commercially reasonable commercial
lending standards.

                  (c) The Borrower has no knowledge of any impairment of the
validity or collectibility of any of the Accounts. The Borrower shall notify the
Administrative Agent of any such impairment immediately after the Borrower
becomes aware of any such impairment.

                  (d) The Borrower shall not post any bond to secure the
Borrower's



                                      -95-
<PAGE>


performance under any agreement to which the Borrower is a party nor cause any
surety, guarantor, or other third party obligee to become liable to perform any
obligation of the Borrower (other than to the Administrative Agent) in the event
of the Borrower's failure so to perform.

         7-5. NOTIFICATION TO ACCOUNT DEBTORS. The Administrative Agent shall
have the right (whether or not an Event of Default has occurred) to notify any
of the Borrower's Account Debtors to make payment directly to the Administrative
Agent and to collect all amounts due on account of the Collateral.

ARTICLE 8 - CASH MANAGEMENT. PAYMENT OF LIABILITIES:

         8-1. DEPOSITORY ACCOUNTS.

                  (a) Annexed hereto as EXHIBIT 8-1 is a listing of all present
DDA's, which listing includes, with respect to each depository of the following:
(i) the name and address of that depository; (ii) the account number(s) of the
account(s) maintained with such depository; and (iii) a contact person at such
depository.

                  (b) The Borrower shall deliver the following to the
Administrative Agent, as a condition to the effectiveness of this Agreement:

                           (i) Notification, executed on behalf of the Borrower,
         to each depository institution with which any DDA is maintained (other
         than any Exempt DDA and the Blocked Account), in form satisfactory to
         the Administrative Agent of the Collateral Agent's interest in such
         DDA.

                           (ii) A Blocked Account Agreement with any depository
         institution at which either of the following conditions applies:

                                    (A) Both any DDA (other than the Operating
                  Account) and the Operating Account is maintained.

                                    (B) A Blocked Account is maintained.

                  (c) The Borrower will not establish any DDA hereafter (other
than an Exempt DDA) unless, contemporaneous with such establishment, the
Borrower delivers the following to the Administrative Agent:

                           (i) Notification to the depository at which such DDA
         is established if


                                      -96-
<PAGE>


         the same would have been required pursuant to Section 8-1(b)(ii)(A) if
         the subject DDA were open at the execution of this Agreement.

                           (ii) A Blocked Account Agreement executed on behalf
         of the depository at which such DDA is established if the same would
         have been required pursuant to Section 8-1 (b)(ii)(B) if the subject
         DDA were open at the execution of this Agreement.

         8-2. CREDIT CARD RECEIPTS.

                  (a) Annexed hereto as EXHIBIT 8-2, is a Schedule which
describes all arrangements to which the Borrower is a party with respect to the
payment to the Borrower of the proceeds of credit card charges for sales by the
Borrower.

                  (b) The Borrower shall deliver to the Administrative Agent, as
a condition to the effectiveness of this Agreement, notification, executed on
behalf of the Borrower, to each of the Borrower's credit card clearinghouses and
processors of notice (in form satisfactory to the Administrative Agent), which
notice provides that payment of all credit card charges submitted by the
Borrower to that clearinghouse or other processor and any other amount payable
to the Borrower by such clearinghouse or other processor shall be directed to
the Concentration Account or as otherwise designated from time to time by the
Administrative Agent. The Borrower shall not change such direction or
designation except upon and with the prior written consent of the Administrative
Agent.

         8-3. THE CONCENTRATION, BLOCKED, AND OPERATING ACCOUNTS.

                  (a) The following checking accounts have been or will be
established (and are so referred to herein):

                           (i) The "CONCENTRATION ACCOUNT" (so referred to
         herein): Established by the Administrative Agent with Fleet National
         Bank.

                           (ii) The "BLOCKED ACCOUNT" (so referred to herein):
         Established by the Borrower with Bank of America.

                           (iii) The "OPERATING ACCOUNT" (so referred to
         herein): Established by the Borrower with Fleet National Bank.

                  (b) The contents of each DDA and of the Blocked Account
constitutes Collateral and Proceeds of Collateral. The contents of the
Concentration Account constitutes


                                      -97-
<PAGE>

the Administrative Agent's property.

                  (c) The Borrower shall pay all fees and charges of, and
maintain such impressed balances as may be required by the depository in which
any account is opened as required hereby (even if such account is opened by
and/or is the property of the Administrative Agent).

         8-4. PROCEEDS AND COLLECTIONS.

                  (a) All Receipts and all cash proceeds of any sale or other
disposition of any of the Borrower's assets:

                           (i) Constitute Collateral and proceeds of Collateral.

                           (ii) Shall be held in trust by the Borrower for the
         Administrative Agent.

                           (iii) Shall not be commingled with any of the
         Borrower's other funds.

                           (iv) Shall be deposited and/or transferred only to
         the Blocked Account or the Concentration Account.

                  (b) The Borrower shall cause the ACH or wire transfer to the
Blocked or the Concentration Account, not less frequently than daily (and
whether or not there is then an outstanding balance in the Loan Account) of the
following:

                           (i) The then contents of each DDA (other than any
         Exempt DDA), each such transfer to be net of any minimum balance, not
         to exceed $5,000.00, as may be required to be maintained in the subject
         DDA by the bank at which such DDA is maintained.

                           (ii) The proceeds of all credit card charges not
         otherwise provided for pursuant hereto.

Telephone advice (confirmed by written notice) shall be provided to the
Administrative Agent on each Business Day on which any such transfer is made.

                  (c) Whether or not any Liabilities are then outstanding, the
Borrower shall cause the ACH or wire transfer to the Concentration Account, no
less frequently than daily, of then entire ledger balance of the Blocked
Account, net of such minimum balance, not to exceed $5,000.00, as may be
required to be maintained in the Blocked Account by the depository which the
Blocked Account is maintained.

                  (d) In the event that, notwithstanding the provisions of this
Section 8-4, the Borrower receives or otherwise has dominion and control of any
Receipts, or any proceeds or


                                      -98-
<PAGE>


collections of any Collateral, such Receipts, proceeds, and collections shall be
held in trust by the Borrower for the Administrative Agent and shall not be
commingled with any of the Borrower's other funds or deposited in any account of
the Borrower other than as instructed by the Administrative Agent.

         8-5. PAYMENT OF LIABILITIES.

                  (a) On each Business Day, the Administrative Agent shall apply
the then collected balance of the Concentration Account (net of fees charged,
and of such impressed balances as may be required by the bank at which the
Concentration Account is maintained) towards the unpaid balance of the Loan
Account and all other Liabilities other than principal and interest on the Term
Loan, provided, however, for purposes of the calculation of interest on the
unpaid principal balance of the Loan Account, such payment shall be deemed to
have been made one (1) Business Day after such transfer.

                  (b) The following rules shall apply to deposits and payments
under and pursuant to this Section 8-5:

                           (i) Funds shall be deemed to have been deposited to
         the Concentration Account on the Business Day on which deposited,
         provided that notice of such deposit is available to the Administrative
         Agent by 2:00PM on that Business Day.

                           (ii) Funds paid to the Administrative Agent, other
         than by deposit to the Concentration Account, shall be deemed to have
         been received on the Business Day when they are good and collected
         funds, provided that notice of such payment is available to the
         Administrative Agent by 2:00PM on that Business Day.

                           (iii) If notice of a deposit to the Concentration
         Account (Section 8-5(b)(i)) or payment (Section 8-5(b)(ii)) is not
         available to the Administrative Agent until after 2:00PM on a Business
         Day, such deposit or payment shall be deemed to have been made at
         9:00AM on the then next Business Day.

                           (iv) All deposits to the Concentration Account and
         other payments to the Administrative Agent are subject to clearance and
         collection.

                  (c) The Administrative Agent shall transfer to the Operating
Account any surplus in the Concentration Account remaining after the application
towards the Liabilities


                                      -99-
<PAGE>
referred to in Section 8-5(a), above (less those amount which are to be netted
out, as provided therein) provided, however, in the event that

                  (i) A Default then exists; and

                  (ii) either

                           (A) one or more L/C's are then outstanding; or

                           (B) there is any amount unpaid on account of the Term
Loan, then the Administrative Agent may establish a funded reserve of up to 110%
of the aggregate of (x) the Stated Amounts of such L/C's plus (y) amounts unpaid
on account of the Term Loan. Such funded reserve shall either be (i) returned to
the Borrower provided that no Default exists, or (ii) applied towards the
Liabilities following Acceleration.

         8-6. THE OPERATING ACCOUNT. Except as otherwise specifically provided
in, or permitted by, this Agreement, all checks shall be drawn by the Borrower
upon, and other disbursements shall be made by the Borrower solely from, the
Operating Account.

ARTICLE 9 - GRANT OF SECURITY INTEREST:

         9-1. GRANT OF SECURITY INTEREST. To secure the Borrower's prompt,
punctual, and faithful performance of all and each of the Liabilities, the
Borrower hereby grants to the Collateral Agent, for the ratable benefit of the
Lenders, a continuing security interest in and to, and assigns to the Collateral
Agent, for the ratable benefit of the Lenders, the following, and each item
thereof, whether now owned or now due, or in which the Borrower has an interest
(and without regard to whether acquired prior or subsequent to the initiation of
the Proceedings), or hereafter acquired, arising, or to become due, or in which
the Borrower obtains an interest, and all products, Proceeds, substitutions, and
accessions of or to any of the following (all of which, together with any other
property in which the Collateral Agent may in the future be granted a security
interest, is referred to herein as the "COLLATERAL"):

            (a)   All Accounts and accounts receivable.

            (b)   All Inventory.

            (c)   All General Intangibles.

            (d)   All Equipment.

            (e)   All Goods.


                                     -100-

<PAGE>

            (f)   All Farm Products.

            (g)   All Fixtures.

            (h)   All Chattel Paper.

            (i)   All Health-Care-Insurance Receivables.

            (j)   All Letter-of-Credit Rights.

            (k)   All Payment Intangibles.

            (l)   All Supporting Obligations.

            (m)   All books, records, and information relating to the Collateral
                  and/or to the operation of the Borrower's business, and all
                  rights of access to such books, records, and information, and
                  all property in which such books, records, and information are
                  stored, recorded, and maintained.

            (n)   All Leasehold Interests.

            (o)   All Investment Property, Instruments, Documents, Deposit
                  Accounts, money, policies and certificates of insurance,
                  deposits, impressed accounts, compensating balances, cash, or
                  other property.

            (p)   All insurance proceeds, refunds, and premium rebates,
                  including, without limitation, proceeds of fire and credit
                  insurance, whether any of such proceeds, refunds, and premium
                  rebates arise out of any of the foregoing. (9-1(a) through
                  9-1(o)) or otherwise.

            (q)   All liens, guaranties, rights, remedies, and privileges
                  pertaining to any of the foregoing (9-1(a) through 9-1(p)),
                  including the right of stoppage in transit.

            (r)   All Bankruptcy Recoveries.

            (s)   Any and all other assets of the Borrower not included in any
                  of the foregoing sections.

         9-2. REAL ESTATE AND LEASEHOLD INTERESTS. The Borrowing Order shall
provide, amongst other things, for a grant of mortgage and security interests to
the Collateral Agent in all of the Borrower's Real Estate and Leasehold
Interests. All such Real Estate and Leasehold Interests shall be included in the
definition of "Collateral" under this Agreement. The Borrower shall execute and
deliver to the Collateral Agent such mortgages, deeds of trust, and assignment
of leases as the Collateral Agent may request in connection therewith.


                                     -101-
<PAGE>

         9-3. EXTENT AND DURATION OF SECURITY INTEREST.

                  (a) The security interest created and granted herein is in
addition to, and supplemental of, any security interest previously granted by
the Borrower to the Collateral Agent and shall continue in full force and effect
applicable to all Liabilities until both (a) all Liabilities have been paid
and/or satisfied in full in cash and (b) the security interest created herein is
specifically terminated in writing by a duly authorized officer of the
Collateral Agent. The security interest created and granted herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Liability is rescinded or must otherwise be
restored by any Lender.

                  (b) It is intended that the Collateral Interests created
herein extend to and cover all assets of the Borrower.

ARTICLE 10 - ADMINISTRATIVE AGENT As BORROWER'S ATTORNEY-IN-FACT:

         10-1. APPOINTMENT AS ATTORNEY-IN-FACT. The Borrower hereby irrevocably
constitutes and appoints the Collateral Agent as the (acting through any of its
officers) Borrower's true and lawful attorney, with full power of substitution,
following the occurrence of a Default, to convert the Collateral into cash at
the sole risk, cost, and expense of the Borrower, but for the sole benefit of
the Agents and the Lenders. The rights and powers granted the Collateral Agent
by this appointment include but are not limited to the right and power to:

                  (a) Prosecute, defend, compromise, or release any action
relating to the Collateral.

                  (b) Sign change of address forms to change the address to
which the Borrower's mail is to be sent to such address as the Collateral Agent
shall designate; receive and open the Borrower's mail; remove any Receivables
Collateral and Proceeds of Collateral therefrom and turn over the balance of
such mail either to the Borrower or to any trustee in bankruptcy or receiver of
the Borrower, or other legal representative of the Borrower whom the Collateral
Agent determines to be the appropriate person to whom to so turn over such mail.

                  (c) Endorse the name of the Borrower in favor of the
Collateral Agent upon any and all checks, drafts, notes, acceptances, or other
items or instruments; sign and endorse the name of the Borrower on, and receive
as secured party, any of the Collateral, any invoices,


                                     -102-
<PAGE>
schedules of Collateral, freight or express receipts, or bills of lading,
storage receipts, warehouse receipts, or other documents of title respectively
relating to the Collateral.

                  (d) Sign the name of the Borrower on any notice to the
Borrower's Account Debtors or verification of the Receivables Collateral; sign
the Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors,
and on notices of lien, claims of mechanic's liens, or assignments or releases
of mechanic's liens securing the Accounts.

                  (e) Take all such action as may be necessary to obtain the
payment of any letter of credit and/or banker's acceptance of which the Borrower
is a beneficiary.

                  (f) Repair, manufacture, assemble, complete, package, deliver,
alter or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any customer of the Borrower.

                  (g) Use, license or transfer any or all General Intangibles of
the Borrower.

         10-2. NO OBLIGATION TO ACT. The Collateral Agent shall not be
obligated to do any of the acts or to exercise any of the powers authorized by
Section 10-1 herein, but if the Collateral Agent elects to do any such act or to
exercise any of such powers, it shall not be accountable for more than it
actually receives as a result of such exercise of power, and shall not be
responsible to the Borrower for any act or omission to act except for any act or
omission to act as to which there is a final non-appealable determination made
in a judicial proceeding (in which proceeding the Collateral Agent has had an
opportunity to be heard) which determination includes a specific finding that
the subject act or omission to act had been grossly negligent or in actual bad
faith.

ARTICLE 11 - EVENTS OF DEFAULT:

         The occurrence of any event described in this Article 11 respectively
shall constitute an "EVENT OF DEFAULT" herein. The occurrence of any Event of
Default shall also constitute, without notice or demand, a default under all
other agreements between any Agent and any Lender and the Borrower and
instruments and papers heretofore, now, or hereafter given any Agent and any
Lender by the Borrower.


                                     -103-
<PAGE>
         11-1. FAILURE TO PAY THE REVOLVING CREDIT OR THE TERM LOAN. The failure
by the Borrower to pay when due any principal of, interest on, or fees in
respect of, the Revolving Credit or the Term Loan.

         11-2. FAILURE To MAKE OTHER PAYMENTS. The failure by the Borrower to
pay when due (or upon demand, if payable on demand) any payment Liability other
than any payment liability on account of the principal of, or interest on, or
fees in respect of, the Revolving Credit or the Term Loan.

         11-3. FAILURE TO PERFORM COVENANT OR LIABILITY (No GRACE PERIOD). The
failure by the Borrower to promptly, punctually, faithfully and timely perform,
discharge, or comply with any covenant or Liability included in any of the
following provisions hereof:

<Table>
<Caption>
                Section        Relates to:
                -------        -----------
<S>                            <C>
                5-6            Encumbrances
                5-7            Indebtedness
                5-8            Insurance
                5-14           Pay taxes
                5-19           Dividends. Investments. Other Corporate Actions
                5-23           Affiliate Transactions
                5-28           Bankruptcy Protections
                Article 6      Reporting Requirements (other than those required
                               under Sections 6-6, 6-7, and 6-8)
                Article 8      Cash Management
</Table>

         11-4. FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD). The
failure by the, Borrower, within ten (10) days following the earlier of the
Borrower's knowledge of a breach of any covenant or Liability not described in
any of Sections 11-1, 11-2, or 11-3 or of its receipt of written notice from the
Administrative Agent of the breach of any of any of such covenants or
Liabilities.

         11-5. MISREPRESENTATION. The determination by the Administrative Agent
that any representation or warranty at any time made by the Borrower to any
Agent or any Lender was not true or complete in all material respects when
given.

         11-6. OTHER DEBT. BREACH OF LEASE. The occurrence of any event such
that any indebtedness of the Borrower to any creditor incurred subsequent to the
commencement of the


                                     -104-
<PAGE>
Proceedings, other than to the Agent or any Lender, could be or is in fact
accelerated, or, without the consent of the Borrower, any Lease could be
terminated (whether or not the subject creditor or lessor takes any action on
account of such occurrence).

         11-7. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any breach of
any covenant or Liability imposed by, or of any default under, any agreement
(including any Loan Document) between any Agent or any Lender and the Borrower
or instrument given by the Borrower to any Agent or any Lender and the expiry,
without cure, of any applicable grace period (notwithstanding that subject Agent
or Lender may not have exercised all or any of its rights on account of such
breach or default).

         11-8. UNINSURED CASUALTY LOSS. The occurrence of any uninsured loss,
theft, damage, or destruction of or to any material portion of the Collateral.

         11-9. ATTACHMENT. JUDGMENT. RESTRAINT OF BUSINESS.

                  (a) The service of process upon any Agent or any Lender or any
Participant seeking to attach, by trustee, mesne, or other process, any funds of
the Borrower on deposit with, or assets of the Borrower in the possession of,
that Agent or that Lender or such Participant.

                  (b) The entry of any judgment against the Borrower, which
judgment is not satisfied (if a money judgment) or appealed from (with execution
or similar process stayed) within fifteen (15) days of its entry but only if and
to the extent that the enforcement of such judgments are not stayed in the
Proceedings.

                  (c) The entry of any order or the imposition of any other
process having the force of law, the effect of which is to restrain in any
material way the conduct by the Borrower of its business in the ordinary course.

         11-10. DEFAULT BY GUARANTOR. The occurrence of any Guarantor Default.

         11-11. INDICTMENT - FORFEITURE. The indictment of, or institution of
any legal process or proceeding against, the Borrower, under any Applicable Law
where the relief, penalties, or remedies sought or available include the
forfeiture of any property of the Borrower and/or the


                                     -105-
<PAGE>

imposition of any stay or other order, the effect of which could be to restrain
in any material way the conduct by the Borrower of its business in the ordinary
course.

         11-12. TERMINATION OF GUARANTY. The termination or attempted
termination of any guaranty by any Guarantor of the Liabilities.

         11-13. CHALLENGE TO LOAN DOCUMENTS.

                  (a) Any challenge by or on behalf of the Borrower or any
Guarantor of the Liabilities to the validity of any Loan Document or the
applicability or enforceability of any Loan Document strictly in accordance with
the subject Loan Document's terms or which seeks to void, avoid, limit, or
otherwise adversely affect any security interest created by or in any Loan
Document or any payment made pursuant thereto.

         11-14. Any determination by any court or any other judicial or
government authority that any Loan Document is not enforceable strictly in
accordance with the subject Loan Document's terms or which voids, avoids,
limits, or otherwise adversely affects any security interest created by any Loan
Document or any payment made pursuant thereto.

         11-15. CHANGE IN CONTROL. Any Change in Control.

         11-16. CHANGE IN BORROWING ORDER. The entry of an order in the
Proceedings, which order constitutes the stay, modification, appeal, or reversal
of any Borrowing Order or which otherwise affects the effectiveness of any
Borrowing Order.

         11-17. APPOINTMENT OF TRUSTEE OR EXAMINER. The appointment in the
Proceedings of a trustee or of any examiner having expanded powers to operate
all or any part of the Borrower's business.

         11-18. CONVERSION OF CASE. The conversion of the Proceedings to a case
under Chapter 7 of the Bankruptcy Code.

         11-19. RELIEF FROM STAY. The entry of any order which provides relief
from the


                                     -106-
<PAGE>

automatic stay otherwise imposed pursuant to Section 362 of the Bankruptcy Code,
which order permits any creditor, other than the Collateral Agent, to realize
upon, or to exercise any right or remedy with respect to, any asset of the
Borrower or to terminate any license, franchise, or similar agreement, where
such termination could have a material adverse effect on the Borrower's
financial condition or ability to conduct its business in the ordinary course.

         11-20 TERMINATION OF BUSINESS. Unless subject to the prior written
consent of the Agent, the determination of the Borrower, whether by vote of the
Borrower's board of directors or otherwise to: suspend the operation of the
Borrower's business in the ordinary course, liquidate all or a material portion
of the Borrower's assets or stores, or employ an agent or other third party to
conduct any so-called store closing, store liquidation or
"Going-Out-Of-Business" sales; or the filing of a motion or other application in
the Proceedings seeking authority to do any of the foregoing.

         11-21 CERTAIN APPLICATIONS. An application shall be filed by the
Borrower for the approval of any other super-priority claim in the Proceedings
which is pari passu with or senior to the claims of the Agents and the Lenders
against the Borrower or there shall arise any such super-priority claim.

         11-22 PAYMENT OF PRE-PETITION INDEBTEDNESS. The Borrower shall pay or
discharge any pre-petition Indebtedness except as expressly permitted hereunder.

         11-23 ADEQUATE PROTECTION ORDERS. Any adequate protection is granted by
the Borrower or is ordered by the Bankruptcy Court in the Proceedings in favor
of any of the Borrower's pre-petition creditors without the consent of the
Lenders, or any such adequate protection is modified or expanded without the
consent of the Lenders.

         11-24 MATERIAL ADVERSE ACTIONS. The filing, by the Borrower, of a
motion in the Proceedings to take any action or actions which are materially
adverse to the Lenders or their rights and remedies hereunder or under the other
Loan Documents or the Lenders' interest in any Collateral.


                                     -107-
<PAGE>

         11-25 RESTRUCTURING CONSULTANT. The failure of the Borrower to engage a
Restructuring Consultant in accordance with the terms hereof, time being of the
essence, or after the engagement of such Restructuring Consultant, the
resignation, dismissal, or disqualification of the Restructuring Consultant.

         11-26 DEFAULT UNDER AWG DOCUMENTS. The occurrence of any default or
event of default under the AWG Documents or in respect of any other obligation
for the payment of money due AWG, or any other occurrence such that (a) any
obligations of the Borrower to AWG Documents, could be or are in fact
accelerated, or (b) AWG could terminate any lease or sublease, or exercise any
rights under its Supply Protection Agreements (whether or not AWG takes any
action on account of such occurrence).

ARTICLE 12 - RIGHTS AND REMEDIES UPON DEFAULT:

         12-1 Acceleration. Upon the occurrence of any Event of Default, subject
to the provisions of the Borrowing Order, the Administrative Agent may (and on
the issuance of Acceleration Notice(s) requisite to the causing of Acceleration,
the Administrative Agent shall), declare all Indebtedness of the Borrower to the
Lenders to be immediately due and payable and may exercise all of the
Administrative Agent's Rights and Remedies (and the Collateral Agent may
likewise exercise all of its rights and remedies upon default) as the
Administrative Agent from time to time thereafter determines as appropriate.

         12-2. RIGHTS OF ENFORCEMENT. Subject to the provisions of the Borrowing
Order, the Collateral Agent shall have all of the rights and remedies of a
secured party upon default under the UCC, in addition to which the Collateral
Agent shall have all and each of the following rights and remedies:

                  (a) To give notice to any bank at which any DDA or Blocked
Account is maintained and in which Proceeds of Collateral are deposited, to turn
over such Proceeds directly to the Collateral Agent.

                  (b) To give notice to any of the Borrower's customs brokers to
follow the instructions of the Collateral Agent as provided in any written
agreement or undertaking of such broker in favor of the Collateral Agent.


                                     -108-
<PAGE>

                  (c) To collect the Receivables Collateral with or without the
taking of possession of any of the Collateral.

                  (d) To take possession of all or any portion of the
Collateral.

                  (e) To sell, lease, or otherwise dispose of any or all of the
Collateral, in its then condition or following such preparation or processing as
the Collateral Agent deems advisable and with or without the taking of
possession of any of the Collateral.

                  (f) To conduct one or more going out of business sales which
include the sale or other disposition of the Collateral.

                  (g) To apply the Receivables Collateral or the Proceeds of the
Collateral towards (but not necessarily in complete satisfaction of) the
Liabilities.

                  (h) To exercise all or any of the rights, remedies, powers,
privileges, and discretions under all or any of the Loan Documents and under
Applicable Law.

         12-3. SALE OF COLLATERAL.

                  (a) Any sale or other disposition of the Collateral may be at
public or private sale upon such terms and in such manner as the Collateral
Agent deems advisable, having due regard to compliance with any statute or
regulation which might affect, limit, or apply to the Collateral Agent's
disposition of the Collateral.

                  (b) The Collateral Agent, in the exercise of the Collateral
Agent's rights and remedies upon default, may conduct (or may require the
Borrower to conduct) one or more going out of business sales, in the Collateral
Agent's own right or by one or more agents and contractors. Such sale(s) may be
conducted upon any premises owned, leased, or occupied by the Borrower. The
Collateral Agent and any such agent or contractor, in conjunction with any such
sale, may augment the Inventory with other goods (all of which other goods shall
remain the sole property of the Collateral Agent or such agent or contractor).
Any amounts realized from the sale of such goods which constitute augmentations
to the Inventory (net of an allocable share of the costs and expenses incurred
in their disposition) shall be the sole property of the Collateral Agent or such
agent or contractor and neither the Borrower nor any Person claiming under or in
right of the Borrower shall have any interest therein.

                  (c) In the exercise of the Collateral Agent's rights and
remedies upon default, (i) the Collateral Agent may by written notice to the
Borrower require the Borrower to file a motion seeking to retain one or more
agents to sell, lease, or otherwise dispose of the


                                     -109-
<PAGE>

Collateral on terms reasonably acceptable to the Collateral Agent. The Borrower
shall file such motion within ten (10) Business Days of the Collateral Agent's
request and shall diligently prosecute such motion. If the Borrower fails to so
file the motion, the Collateral Agent may, file and prosecute such a motion in
the name of the Borrower; and/or (b) the Collateral Agent may by written notice
to the Borrower require the Borrower to file a motion or motions seeking to
sell, assume, assign, or otherwise dispose of any or all real estate (including,
without limitation, Leasehold Interests) of the Borrower pursuant to Sections
363 and 365 of the Bankruptcy Code, on terms reasonably acceptable to the
Collateral Agent. The Borrower shall file such motion or motions within ten (10)
Business Days of the Collateral Agent's request and shall diligently prosecute
such motion(s). If the Borrower fails to so file such motion(s), the Collateral
Agent may, file and prosecute such motion(s) in the name of the Borrower.

                  (d) Unless the Collateral is perishable or threatens to
decline speedily in value, or is of a type customarily sold on a recognized
market (in which event the Collateral Agent shall provide the Borrower such
notice as may be practicable under the circumstances), the Collateral Agent
shall give the Borrower at least ten (10) days prior written notice of the date,
time, and place of any proposed public sale, and of the date after which any
private sale or other disposition of the Collateral may be made. The Borrower
agrees that such written notice shall satisfy all requirements for notice to the
Borrower which are imposed under the UCC or other applicable law with respect to
the exercise of the Collateral Agent's rights and remedies upon default.

                  (e) The Collateral Agent, the Administrative Agent, and any
Lender may purchase the Collateral, or any portion of it at any sale held under
this Article.

                  (f) If any of the Collateral is sold, leased, or otherwise
disposed of by the Collateral Agent on credit, the Liabilities shall not be
deemed to have been reduced as a result thereof unless and until payment is
finally received thereon by the Collateral Agent.

                  (g) The Collateral Agent shall turn over to the Administrative
Agent the proceeds of the exercise by the Collateral Agent of its rights and
remedies under this Article 12. The Administrative Agent shall apply the
proceeds of the Collateral Agent's exercise of its rights and remedies upon
default pursuant to this Article 12 in accordance with Sections 14-5 and 14-6.

         12-4. OCCUPATION OF BUSINESS LOCATION. In connection with the
Collateral


                                     -110-
<PAGE>
Agent's exercise of the Collateral Agent's rights under this Article 12, the
Collateral Agent may enter upon, occupy, and use any premises owned or occupied
by the Borrower, and may exclude the Borrower from such premises or portion
thereof as may have been so entered upon, occupied, or used by the Collateral
Agent. The Collateral Agent shall not be required to remove any of the
Collateral from any such premises upon the Collateral Agent's taking possession
thereof, and may render any Collateral unusable to the Borrower. In no event
shall the Collateral Agent be liable to the Borrower for use or occupancy by the
Collateral Agent of any premises pursuant to this Article 12, nor for any charge
(such as wages for the Borrower's employees and utilities) incurred in
connection with the Collateral Agent's exercise of the Collateral Agent's Rights
and Remedies.

         12-5. GRANT OF NONEXCLUSIVE LICENSE. The Borrower hereby grants to the
Collateral Agent a royalty free nonexclusive irrevocable license to use, apply,
and affix any trademark, trade name, logo, or the like in which the Borrower now
or hereafter has rights, such license being with respect to the Collateral
Agent's exercise of the rights hereunder including, without limitation, in
connection with any completion of the manufacture of Inventory or sale or other
disposition of Inventory.

         12-6. ASSEMBLY OF COLLATERAL. The Collateral Agent may require the
Borrower to assemble the Collateral and make it available to the Collateral
Agent at the Borrower's sole risk and expense at a place or places which are
reasonably convenient to both the Collateral Agent and the Borrower.

         12-7. RIGHTS AND REMEDIES. The rights, remedies, powers, privileges,
and discretions of the Administrative Agent hereunder (herein, the AGENTS'
RIGHTS AND REMEDIES") shall be cumulative and not exclusive of any rights or
remedies which it would otherwise have. No delay or omission by an Agent in
exercising or enforcing any of the Agents' Rights and Remedies shall operate as,
or constitute, a waiver thereof. No waiver by an Agent of any Default or Event
of Default or of any default under any other agreement shall operate as a waiver
of any other default hereunder or under any other agreement. No single or
partial exercise of any of the Agents' Rights or Remedies, and no express or
implied agreement or transaction of whatever nature entered into between any
Agent and any person, at any time,


                                     -111-
<PAGE>

shall preclude the other or further exercise of the Agents' Rights and Remedies.
No waiver by any Agent of any of the Agents' Rights and Remedies on any one
occasion shall be deemed a waiver on any subsequent occasion, nor shall it be
deemed a continuing waiver. The Agents' Rights and Remedies may be exercised at
such time or times and in such order of preference as the Agents may determine.
The Agents' Rights and Remedies may be exercised without resort or regard to any
other source of satisfaction of the Liabilities.

ARTICLE 13 - DISTRIBUTIONS:

         13-1. ORDINARY COURSE DISTRIBUTIONS: REVOLVING CREDIT. (This Section
13-7 applies unless the provisions of Section 14-5 (which relates to
distributions in the event of a Liquidation) becomes operative).

                  The Administrative Agent shall distribute to the Revolving
Credit Lender, payments of principal, interest, and Revolving Credit Fees on the
Revolving Credit Loans when actually received and collected by the
Administrative Agent.

         13-2. ORDINARY COURSE DISTRIBUTIONS: TERM LOAN (This Section 13-2
applies unless the provisions of Section 14-5 (which relates to distributions in
the event of a Liquidation) becomes operative). The Administrative Agent shall
distribute to the Term Lender payments on account of principal of, and interest
on, the Term Loan and Term Loan Fees as received and collected by the
Administrative Agent from the Borrower in accordance with the provisions of this
Agreement or as made available by the Administrative Agent as the proceeds of
advances under the Revolving Credit.

ARTICLE 14 - ACCELERATION AND LIQUIDATION:

         14-1. ACCELERATION NOTICES

                  (a) The Administrative Agent may give the Collateral Agent and
Lenders an Acceleration Notice at any time following the occurrence of an Event
of Default.

                  (b) The Revolving Credit Lender may give the Administrative
Agent an Acceleration Notice at any time following the occurrence of an Event of
Default.

                  (c) The Term Lender may give the Administrative Agent an
Acceleration


                                     -112-
<PAGE>

Notice at any time following the occurrence of an Event of Default which occurs
after the Revolving Credit Loans have been paid in full, all L/C's have been
cash collateralized, and there is no obligation on the Revolving Credit Lenders
to make any further loans or to provide any further financial accommodation
under the Revolving Credit.

         14-2. MANDATORY ACCELERATION RIGHT OF THE TERM LENDER:

                  (a) The Term Lender may initiate a Standstill Period by
written notice to the Administrative Agent at any time after the occurrence of
any Term Loan Action Event and may so initiate a Standstill Period, on account
of a separate Term Loan Action Event during the pendency of another Standstill
Period which has been initiated by it.

                  (b) Upon the expiry of a Standstill Period initiated by reason
of a Bankruptcy Breach, the Term Lender may give the Administrative Agent and
the Collateral Agent an Acceleration Notice unless acceleration has been stayed
by judicial or statutory process other than the automatic stay imposed at the
initiation of the Proceedings.

                  (c) Upon the expiry of a Standstill Period the Term Lender may
give the Administrative Agent and the Collateral Agent an Acceleration Notice,
provided, that, the Term Loan Lender shall rescind such Acceleration Notice in
the event either 14-2(c)(i) or 14-2(c)ii) is applicable:

                       (i) Acceleration has been stayed by judicial or statutory
         process other than the automatic stay imposed at the initiation of the
         Proceedings.

                       (ii) As applicable:

                           (A) If the relevant Term Loan Action Event is an
                  Availability Breach: On any three consecutive Business Days
                  during the relevant Standstill Period, no Availability Breach
                  exists or occurs.

                           (B) If the relevant Term Loan Action Event is a Term
                  Loan Payment Breach: All payments which are due or overdue on
                  account of the Term Loan (other than those which would be due
                  only if the Term Loan were accelerated) are paid prior to the
                  expiry of the relevant Standstill Period.

         14-3. ACCELERATION Unless stayed by judicial or statutory process, the
Administrative Agent shall Accelerate the Liabilities on account of the
Revolving Credit and the Term Loan within a commercially reasonable time
following:


                                     -113-
<PAGE>

                  (a) The Administrative Agent's giving of an Acceleration
Notice to the Collateral Agent and the Revolving Credit Lenders as provided in
Section 14-1(a).

                  (b) The Administrative Agent's receipt of an Acceleration
Notice from the Revolving Credit Lender, in compliance with Section 14-1(b).

                  (c) The Administrative Agent's receipt of an Acceleration
Notice from the Term Loan Lender in compliance with Section 14-1(c).

         14-4. INITIATION OF LIQUIDATION Unless stayed by judicial or statutory
process, a Liquidation shall be initiated by the Collateral Agent within a
commercially reasonable time following Acceleration of Liabilities on account of
the Revolving Credit and the Term Loan.

         14-5. COLLATERAL AGENT'S CONDUCT OF LIQUIDATION

                  (a) Any Liquidation shall be conducted by the Collateral
Agent, with the advice and assistance of the Administrative Agent and the
Lenders.

                  (b) The Collateral Agent may establish one or more Nominees to
"bid in" or otherwise acquire ownership to any Post Foreclosure Asset.

                  (c) The Collateral Agent shall manage the Nominee and manage
and dispose of any Post Foreclosure Assets with a view towards the realization
of the economic benefits of the ownership of the Post Foreclosure Assets and in
such regard, the Collateral Agent and/or the Nominee may operate, repair,
manage, maintain, develop, and dispose of any Post Foreclosure Asset in such
manner as the Collateral Agent determines as appropriate under the
circumstances.

                  (d) Each Agent may decline to undertake or to continue taking
a course of action or to execute an action plan (whether proposed by an Agent or
a Lender) unless indemnified to that Agent's satisfaction by the Lenders against
any and all liability and expense which may be incurred by that Agent by reason
of taking or continuing to take that course of action or action plan.

                  (e) The Administrative Agent and each Lender shall execute all
such instruments and documents not inconsistent with the provisions of this
Agreement as the Administrative Agent and/or the Nominee reasonably may request
with respect to the creation and governance of any Nominee, the conduct of the
Liquidation, and the management and disposition of any Post Foreclosure Asset.


                                     -114-
<PAGE>

         14-6. DISTRIBUTION OF LIQUIDATION PROCEEDS:

                  (a) The Collateral Agent may establish one or more reasonably
funded reserve accounts into which proceeds of the conduct of any Liquidation
may be deposited in anticipation of future expenses which may be incurred by any
Agent in the exercise of rights as a secured creditor of the Borrower and prior
claims which the Agents anticipate may need to be paid.

                  (b) The Collateral Agent shall distribute the proceeds of any
Liquidation to the Administrative Agent.

                  (c) The Administrative Agent shall distribute the net proceeds
of Liquidation, as distributed to the Administrative Agent by the Collateral
Agent pursuant to Section 14-5(b), in accordance with the relative priorities
set forth in Section 14-6.

                  (d) Each Lender, on the written request of the Administrative
Agent and/or any Nominee, not more frequently than once each month, shall
reimburse the Agents and/or any Nominee, pro-rata, for any cost or expense
reasonably incurred by the Agents and/or the Nominee in the conduct of a
Liquidation, which amount is not covered out of current proceeds of the
Liquidation, which reimbursement shall be paid over to and distributed by the
Administrative Agent.

         14-7. RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION

                  (a) All distributions of proceeds of a Liquidation shall be
net of payment over to the Agents as reimbursement for all reasonable third
party costs and expenses incurred by the Agents and to any funded reserve
established pursuant to Section 14-5(a).

                  (b) The proceeds of a Liquidation, net of those amounts
described in Section (a) above, shall be applied to the Liabilities as follows:

                      (i)   first, to the Revolving Credit Lenders to cash
                            collateralize any outstanding L/C's hereunder, to
                            pay outstanding principal and interest under the
                            Revolving Credit, the Unused Line Fee, any cash
                            management fees and the fees payable on the account
                            of the L/C's hereunder;

                      (ii)  second, to the Term Lender to pay outstanding
                            principal and interest under the Term Loan;

                      (iii) third, to the Revolving Credit Lenders, to pay the
                            Revolving Credit Early Termination Fee;


                                     -115-
<PAGE>


                      (iv)  fourth, to the Term Lender, to pay the Term Loan
                            Early Termination Fee;

                      (v)   fifth, to the Revolving Credit Lenders, to pay all
                            other outstanding Liabilities due and payable to the
                            Revolving Credit Lenders;

                      (vi)  sixth, to the Term Lender, to pay all other
                            outstanding Liabilities due and payable to the Term
                            Lender; and

                      (vii) seventh, to pay all other outstanding Liabilities.

ARTICLE 15 - THE AGENTS:

         15-1. APPOINTMENT OF THE AGENT

                  (a) Each Lender appoints and designates Fleet Retail Finance
Inc. as the "Administrative Agent" hereunder and under the Loan Documents.

                  (b) Each Lender appoints and designates Fleet Retail Finance
Inc. as the "Collateral Agent" hereunder and under the Loan Documents.

                  (c) Each Lender authorizes each Agent:

                       (i) To execute those of the Loan Documents and all other
         instruments relating thereto to which that Agent is a party.

                       (ii) To take such action on behalf of the Lenders and to
         exercise all such powers as are expressly delegated to that Agent
         hereunder and in the Loan Documents and all related documents, together
         with such other powers as are reasonably incident thereto.

         15-2. RESPONSIBILITIES OF AGENTS

                  (a) The Administrative Agent shall have principal
responsibilities for and primary authority for the administration of the credit
facility contemplated by the Loan Agreement and for all matters for which the
Collateral Agent is not responsible. In all instances where the allocation of
responsibility and authority, as between the Collateral Agent and the
Administrative Agent is in doubt, the Administrative Agent shall be vested with
such responsibility and authority.

                  (b) The Collateral Agent shall have principal responsibilities
for and primary authority for the conduct of the Liquidation and the
distribution of the proceeds of such Liquidation.


                                     -116-
<PAGE>

                  (c) Neither Agent shall have any duties or responsibilities
to, or any fiduciary relationship with, any Lender except for those expressly
set forth in this Agreement.

                  (d) Neither Agent nor any of its Affiliates shall be
responsible to any Lender for any of the following:

                       (i) Any recitals, statements, representations or
         warranties made by the Borrower or any other Person.

                       (ii) Any appraisals or other assessments of the assets of
         the Borrower or of any other Person responsible for or on account of
         the Liabilities.

                       (iii) The value, validity, effectiveness, genuineness,
         enforceability, or sufficiency of the Loan Agreement, the Loan
         Documents or any other document referred to or provided for therein.

                       (iv) Any failure by the Borrower or any other Person
         (other than the subject Agent) to perform its obligations under the
         Loan Documents.

                  (e) Each Agent may employ attorneys, accountants, and other
professionals and agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such attorneys, accountants, and other
professionals or agents or attorneys-in-fact selected by the subject Agent with
reasonable care. No such attorney, accountant, other professional, agent, or
attorney-in-fact shall be responsible for any action taken or omitted to be
taken by any other such Person.

                  (f) Neither Agent, nor any of its directors, officers, or
employees shall be responsible for any action taken or omitted to be taken or
omitted to be taken by any other of them in connection herewith in reliance upon
advice of their respective counsel nor, in any other event except for any action
taken or omitted to be taken as to which a final judicial determination has been
or is made (in a proceeding in which such Person has had an opportunity to be
heard) that such Person had acted in a grossly negligent manner, in actual bad
faith, or in willful misconduct.

                  (g) Neither Agent shall have any responsibility in any event
for more funds than that Agent actually receives and collects.

                  (h) The Agents, in their separate capacities as Lenders, shall
have the same rights and powers hereunder as any other Lender.


                                     -117-
<PAGE>

         15-3. CONCERNING DISTRIBUTIONS BY THE AGENTS

                  (a) Each Agent, in that Agent's reasonable discretion based
upon that Agent's determination of the likelihood that additional payments will
be received, expenses incurred, and/or claims made by third parties to all or a
portion of such proceeds, may delay the distribution of any payment received on
account of the Liabilities.

                  (b) Each Agent may disburse funds prior to determining that
the sums which that Agent expects to receive have been finally and
unconditionally paid to that Agent. If and to the extent that Agent does
disburse funds and it later becomes apparent that the Agent did not then receive
a payment in an amount equal to the sum paid out, then any Lender to whom the
Agent made the funds available, on demand from the Agent, shall refund to the
Administrative Agent the sum paid to that person.

                  (c) If, in the reasonable opinion of an Agent, the
distribution of any amount received by that Agent might involve that Agent in
liability, or might be prohibited hereby, or might be questioned by any Person,
then that Agent may refrain from making distribution until that Agent's right to
make distribution has been adjudicated by a court of competent jurisdiction.

                  (d) The proceeds of any Lender's exercise of any right of, or
in the nature of, set-off shall be deemed, First, to the extent that a Lender is
entitled to any distribution hereunder, to constitute such distribution and
Second, shall be shared with the other Lenders as if distributed pursuant to
(and shall be deemed as distributions under) Section 14-6.

                  (e) Each Lender recognizes that the crediting of the Borrower
with the "proceeds" of any transaction in which a Post Foreclosure Asset is
acquired is a non-cash transaction and that, in consequence, no distribution of
such "proceeds" will be made by the Administrative Agent to any Lender.

                  (f) In the event that (x) a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Administrative
Agent is to be repaid or disgorged or (y) those Lenders adversely affected
thereby determine to effect such repayment or disgorgement, then each Lender to
which any such distribution shall have been made shall repay, to the Agent which
had made such distribution, that Lender's pro-rata share of the amount so
adjudged or determined to be repaid or disgorged.

         15-4. DISPUTE RESOLUTION: Any dispute among the Lenders and/or any
Agent


                                     -118-
<PAGE>

concerning the interpretation, administration, or enforcement of the financing
arrangements contemplated by this or any other Loan Document or the
interpretation or administration of this or any other Loan Document which cannot
be resolved amicably shall be resolved in the United States Bankruptcy Court for
the Western District of Oklahoma, to the jurisdiction of which courts each
Lender hereto hereby submits.

         15-5. DISTRIBUTIONS OF NOTICES AND OF DOCUMENTS The Administrative
Agent will forward to each Lender, promptly after the Administrative Agent's
receipt thereof, a copy of each notice or other document furnished to the
Administrative Agent pursuant to this Agreement, including monthly, quarterly,
and annual financial statements received from the Borrower pursuant to Article 6
of this Agreement, other than any of the following:

                  (a) Routine communications associated with requests for
Revolving Credit Loans and/or the issuance of L/C's.

                  (b) Routine or nonmaterial communications.

                  (c) Any notice or document required by any of the Loan
Documents to be furnished to the Lenders by the Borrower.

                  (d) Any notice or document of which the Administrative Agent
has knowledge that such notice or document had been forwarded to the Lenders
other than by the Administrative Agent.

         15-6. CONFIDENTIAL INFORMATION

                  (a) Each Lender will maintain, as confidential, all of the
following:

                       (i) Proprietary approaches, techniques, and methods of
         analysis which are applied by the Administrative Agent in the
         administration of the credit facility contemplated by this Agreement.

                       (ii) Proprietary forms and formats utilized by the
         Administrative Agent in providing reports to the Lenders pursuant
         hereto, which forms or formats are not of general currency.

                  (b) Nothing included herein shall prohibit the disclosure of
any such information as may be required to be provided by judicial process or by
regulatory authorities having jurisdiction over any party to this Agreement.


                                     -119-
<PAGE>

         15-7. RELIANCE BY AGENTS Each Agent shall be entitled to rely upon any
certificate, notice or other document (including any cable, telegram, telex, or
facsimile) reasonably believed by that Agent to be genuine and correct and to
have been signed or sent by or on behalf of the proper person or persons, and
upon advice and statements of attorneys, accountants and other experts selected
by that Agent. As to any matters not expressly provided for in this Agreement,
any Loan Document, or in any other document referred to therein, that Agent
shall in all events be fully protected in acting, or in refraining from acting,
in accordance with the consent of the Lenders.

         15-8. NON-RELIANCE ON AGENTS AND OTHER LENDERS

                  (a) Each Lender represents to all other Lenders and to the
Agents that such Lender:

                       (i) Independently and without reliance on any
         representation or act by any Agent or by any other Lender, and based on
         such documents and information as that Lender has deemed appropriate,
         has made such Lender's own appraisal of the financial condition and
         affairs of the Borrower and decision to enter into this Agreement.

                       (ii) Has relied upon that Lender's review of the Loan
         Documents by that Lender and by counsel to that Lender as that Lender
         deemed appropriate under the circumstances.

                  (b) Each Lender agrees that such Lender, independently and
without reliance upon any Agent or any other Lender, and based upon such
documents and information as such Lender shall deem appropriate at the time,
will continue to make such Lender's own appraisals of the financial condition
and affairs of the Borrower when determining whether to take or not to take any
discretionary action under this Agreement.

                  (c) Neither Agent in the discharge of that Agent's duties
hereunder, shall be required to make inquiry of, or to inspect the properties or
books of, any Person.

                  (d) Except for notices, reports, and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder (as to which, see Section 15-5), the Agents shall
not have any affirmative duty or responsibility to provide any Lender with any
credit or other information concerning any Person, which information may come
into the possession of Agents or any Affiliate of an Agent.

                  (e) Each Lender, at such Lender's request, shall have
reasonable access to


                                     -120-
<PAGE>

all nonprivileged documents in the possession of the Agents, which documents
relate to the Agents' performance of their duties hereunder.

         15-9. INDEMNIFICATION Without limiting the liabilities of the Borrower
under any this or any of the other Loan Documents, each Lender shall indemnify
each Agent, pro-rata, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including attorneys' reasonable fees and expenses and
other out-of-pocket expenditures) which may at any time be imposed on, incurred
by, or asserted against that Agent and in any way relating to or arising out of
this Agreement or any other Loan Document or any documents contemplated by or
referred to therein or the transactions contemplated thereby or the enforcement
of any of terms hereof or thereof or of any such other documents, provided,
however, no Lender shall be liable for any of the foregoing to the extent that
any of the foregoing arises from any action taken or omitted to be taken by the
subject Agent as to which a final judicial determination has been or is made (in
a proceeding in which the subject Agent has had an opportunity to be heard) that
the subject Agent had acted in a grossly negligent manner, in actual bad faith,
or in willful misconduct.

ARTICLE 16 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS:

         16-1. ADMINISTRATION OF CREDIT FACILITIES

                  (a) Except as otherwise specifically provided in this
Agreement, each Agent may take any action with respect to the credit facility
contemplated by the Loan Documents as that Agent determines to be appropriate
within their respective areas of responsibility and authority, as set forth in
Sections 15-2(b) and 15-2(a), provided, however, neither Agent is under any
affirmative obligation to take any action which it is not required by this
Agreement or the Loan Documents specifically to so take.

                  (b) Except as specifically provided in the Sections 16-2 and
16-3 of this Agreement, whenever a Loan Document or this Agreement provides that
action may be taken or omitted to be taken in an Agents' discretion, that Agent
shall have the sole right to take, or refrain from taking, such action without,
and notwithstanding, any vote of the Lender:

         16-2. ACTION REQUIRING CERTAIN CONSENT The consent or direction of all
of the Lenders is required for any amendment or waiver of any provision of this
Agreement, the other


                                     -121-
<PAGE>

Loan Documents and the Intercreditor Agreement, including, without limitation,
the following:

                  (a) Any forgiveness of all or any portion of any payment
Liability.

                  (b) Any decrease in any interest rate or fee payable under any
of the Loan Documents.

                  (c) Any waiver, amendment, or modification which has the
effect of increasing any Revolving Credit Dollar Commitment.

                  (d) Extending the Maturity Date.

                  (e) Modifying any payment dates with respect to any principal,
interest, or fees on either of the Loans.

                  (f) Any release of a material portion of the Collateral.

                  (g) Any amendment of the Definitions of "Borrowing Base",
"Receivables Reserve", "Realty Reserve", "Inventory Reserve", or "Availability"
or of any Definition of any component thereof, such that more credit would be
available to the Borrower, based on the same assets, as would have been
available to the Borrower immediately prior to such amendment, it being
understood, however, that:

                       (i) The foregoing shall not limit the adjustment by the
         Administrative Agent of any Reserve in the Administrative Agent's
         administration of the Revolving Credit as otherwise permitted by this
         Agreement.

                       (ii) The foregoing shall not prevent the Administrative
         Agent, in its administration of the Revolving Credit, from restoring
         any component of Borrowing Base which had been lowered by the
         Administrative Agent back to the value of such component, as stated in
         this Agreement or to an intermediate value.

                  (h) Any release of any Person obligated on account of the
Liabilities (including the Guarantors).

                  (i) Any amendment of this Article 16.

         16-3. ACTIONS REQUIRING AGENTS' CONSENT

                  (a) No action, amendment, or waiver of compliance with, any
provision of the Loan Documents or of this Agreement which affects an Agent in
its capacity as an Agent may be undertaken without the written consent of the
Agents.

                  (b) No action referenced herein which affects the rights,
duties, obligations, or liabilities of an Agent shall be effective without the
written consent of the Agents.


                                     -122-
<PAGE>

         16-4. MISCELLANEOUS ACTIONS

                  (a) Notwithstanding any other provision of this Agreement, no
single Lender independently may exercise any right of action or enforcement
against or with respect to the Borrower.

                  (b) Each Agent shall be fully justified in failing or refusing
to take action under this Agreement or any Loan Document on behalf of any Lender
unless that Agent shall first

                       (i) receive such clear, unambiguous, written instructions
         as that Agent deems appropriate; and

                       (ii) be indemnified to that Agent's satisfaction by the
         Lenders against any and all liability and expense which may be incurred
         by that Agent by reason of taking or continuing to take any such
         action, unless such action had been grossly negligent, in willful
         misconduct, or in bad faith.

                  (c) Each Agent may establish reasonable procedures for the
providing of direction and instructions from the Lenders to that Agent,
including its reliance on multiple counterparts, facsimile transmissions, and
time limits within which such direction and instructions must be received in
order to be included in a determination of whether the requisite Lenders have
provided their direction, consent, or instructions.

         16-5. ACTIONS REQUIRING BORROWER'S CONSENT The Borrower's consent is
required for any amendment of this Agreement, except that each of the following
Articles of this Agreement may be amended without the consent of the Borrower:

<Table>
<Caption>
        Article       Title of Article
        -------       ----------------
<S>                   <C>
        14            Acceleration and Liquidation
        15            The Agents
        16            Action By Agents - Consents - Amendments - Waivers
</Table>

ARTICLE 17 - NOTICES:

         17-1. NOTICE ADDRESSES. All notices, demands, and other communications
made in respect of any Loan Document (other than a request for a loan or advance
or other financial accommodation under the Revolving Credit) shall be made to
the following addresses, each of which may be changed upon seven (7) days
written notice to all others given by certified mail, return receipt requested:


                                     -123-
<PAGE>

If to either Agent:
                              Fleet Retail Finance Inc.
                              40 Broad Street
                              Boston, Massachusetts 02109
                              Attention : Sally Sheehan
                              Fax       : (617) 434-4339

        With a copy to:
                              Riemer & Braunstein LLP
                              Three Center Plaza
                              Boston, Massachusetts 02108
                              Attention : David S. Berman, Esquire
                              Fax       : 617 880 3456

If to the Borrower:
                              Homeland Stores, Inc.
                              2601 NW Expressway, Suite 1100E
                              Oklahoma City, Oklahoma 73112
                              Attention : David Clark
                              Fax       : 405 879-4614

        With a copy to:
                              Crowe & Dunlevy
                              1800 Mid-America Tower
                              20 North Broadway
                              Oklahoma City, Oklahoma 73102
                              Attention : Roger A. Stong, Esquire
                              Fax:      : (405) 239-6651

         17-2. NOTICE GIVEN.

                  (a) Except as otherwise specifically provided herein, notices
shall be deemed made and correspondence received, as follows (all times being
local to the place of delivery or receipt):

                       (i) By mail: the sooner of when actually received or
         three (3) days following deposit in the United States mail, postage
         prepaid.

                       (ii) By recognized overnight express delivery: the
         Business Day following the day when sent.

                       (iii) By Hand: If delivered on a Business Day after 9:00
         AM and no later than three (3) hours prior to the close of customary
         business hours of the recipient,


                                     -124-
<PAGE>

         when delivered. Otherwise, at the opening of the then next Business
         Day.

                       (iv) By Facsimile transmission (which must include a
         header on which the party sending such transmission is indicated): If
         sent on a Business Day after 9:00 AM and no later than three (3) hours
         prior to the close of customary business hours of the recipient, one
         (1) hour after being sent. Otherwise, at the opening of the then next
         Business Day.

                  (b) Rejection or refusal to accept delivery and inability to
deliver because of a changed address or Facsimile Number for which no due notice
was given shall each be deemed receipt of the notice sent.

         17-3. WIRE INSTRUCTIONS. NOTICE GIVEN. Subject to change in the same
manner that a notice address may be changed (as to which, see Section 17-1),
wire transfers to the Administrative Agent shall be made in accordance with the
following wire instructions:

               Fleet Retail Finance Inc.
               ABA Number         :        011000390
               Account Name       :        Fleet Retail Finance Inc.
               Account Number     :        530-39952
               Reference          :        Homeland Stores, Inc.

ARTICLE 18 - TERM:

         18-1. TERMINATION OF REVOLVING CREDIT. The Revolving Credit shall
remain in effect (subject to suspension as provided in Section 2-6 hereof) until
the Termination Date.

         18-2. ACTIONS ON TERMINATION.

                  (a) On the Termination Date, the Borrower shall pay the
Administrative Agent (whether or not then due), in immediately available funds,
all then Liabilities including, without limitation: the following:

                       (i) The entire balance of the Loan Account (including the
         unpaid principal balance of the Revolving Credit Loans).

                       (ii) Any then remaining installments of the Revolving
         Credit Commitment Fee.

                       (iii) Any payments due on account of the indemnification
         obligations included in Section 2-10(e).


                                     -125-
<PAGE>

                       (iv) Any accrued and unpaid Unused Line Fee and Facility
         Fees.

                       (v) Any applicable Revolving Credit Early Termination
         Fee.

                       (vi) All unpaid principal and accrued and unpaid interest
         (including all accrued and unpaid Current Pay Interest and all accrued
         and unpaid PIK Interest) on the Term Loan.

                       (vii) Any then remaining installments of the Term Loan
         Commitment Fee and the Term Loan Facility Fee.

                       (viii) Any Term Loan Early Termination Fee.

                       (ix) All unreimbursed costs and expenses of each Agent
         and the Lenders.

                       (x) All other Liabilities.

                  (b) On the Termination Date, the Borrower shall also shall
make such arrangements concerning any L/C's then outstanding as are reasonably
satisfactory to the Administrative Agent.

                  (c) Until such payment (Section 18-2(a)) and arrangements
concerning L/C's (Section 18-2(b)), all provisions of this Agreement, other than
those included in Article 1, 2 which place any obligation on the Administrative
Agent or the Revolving Credit Lender to make any loans or advances or to provide
any financial accommodations to the Borrower and those included in Article 3
which place any obligation on the Term Lender to make any loan or advance or to
provide any financial accommodation to the Borrower shall remain in full force
and effect until all Liabilities shall have been paid in full.

                  (d) The release by the Collateral Agent of the Collateral
Interests granted the Collateral Agent by the Borrower hereunder may be upon
such conditions and indemnifications as the Administrative Agent may require.

ARTICLE 19 - GENERAL:

         19-1. PROTECTION OF COLLATERAL. No Agent has any duty as to the
collection or protection of the Collateral beyond the safe custody of such of
the Collateral as may come into the possession of that Agent.


                                     -126-
<PAGE>

         19-2. PUBLICITY. The Agents (or either of them) and the Term Lender
respectively may issue a "tombstone" notice of the establishment of the credit
facility contemplated by this Agreement and may make reference to the Borrower
(and may utilize any logo or other distinctive symbol associated with the
Borrower) in connection with any advertising, promotion, or marketing (including
reference in any "case study" of the creditor facility contemplated hereby)
undertaken by the Agents (or either of them) and/or the Term Lender.

         19-3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Borrower and the Borrower's representatives, successors, and assigns and shall
enure to the benefit of each Agent and each Lender and their respective
successors and assigns, provided, however, no trustee or other fiduciary
appointed with respect to the Borrower shall have any rights hereunder. In the
event that any Agent or any Lender assigns or transfers its rights under this
Agreement, the assignee shall thereupon succeed to and become vested with all
rights, powers, privileges, and duties of such assignor hereunder and such
assignor shall thereupon be discharged and relieved from its duties and
obligations hereunder.

         19-4 SEVERABILITY. Any determination that any provision of this
Agreement or any application thereof is invalid, illegal, or unenforceable in
any respect in any instance shall not affect the validity, legality, or
enforceability of such provision in any other instance, or the validity,
legality, or enforceability of any other provision of this Agreement.

         19-5. AMENDMENTS. COURSE OF DEALING.

                  (a) This Agreement and the other Loan Documents incorporate
all discussions and negotiations between the Borrower and each Agent and each
Lender, either express or implied, concerning the matters included herein and in
such other instruments, any custom, usage, or course of dealings to the contrary
notwithstanding. No such discussions, negotiations, custom, usage, or course of
dealings shall limit, modify, or otherwise affect the provisions thereof. No
failure by any Agent or any Lender to give notice to the Borrower of the
Borrower's having failed to observe and comply with any warranty or covenant
included in any Loan Document shall constitute a waiver of such warranty or
covenant or the amendment of the subject Loan Document. No change made by the
Administrative Agent to the manner by which Borrowing Base is determined shall
obligate the Administrative Agent to continue to determine Borrowing Base in
that manner.


                                     -127-
<PAGE>

               (b) The Borrower may undertake any action otherwise prohibited
hereby, and may omit to take any action otherwise required hereby, upon and with
the express prior written consent of the Administrative Agent. Subject to
Article 16, no consent, modification, amendment, or waiver of any provision of
any Loan Document shall be effective unless executed in writing by or on behalf
of the party to be charged with such modification, amendment, or waiver (and if
such party is the Administrative Agent then by a duly authorized officer
thereof). Any modification, amendment, or waiver provided by the Administrative
Agent shall be in reliance upon all representations and warranties theretofore
made to the Administrative Agent by or on behalf of the Borrower (and any
guarantor, endorser, or surety of the Liabilities) and consequently may be
rescinded in the event that any of such representations or warranties was not
true and complete in all material respects when given.

         19-6. POWER OF ATTORNEY. In connection with all powers of attorney
included in this Agreement, the Borrower hereby grants unto the Administrative
Agent (acting through any of its officers) full power to do any and all things
necessary or appropriate in connection with the exercise of such powers as fully
and effectually as the Borrower might or could do, hereby ratifying all that
said attorney shall do or cause to be done by virtue of this Agreement. No power
of attorney set forth in this Agreement shall be affected by any disability or
incapacity suffered by the Borrower and each shall survive the same. All powers
conferred upon the Administrative Agent or the Collateral Agent by this
Agreement, being coupled with an interest, shall be irrevocable until this
Agreement is terminated by a written instrument executed by a duly authorized
officer of the Administrative Agent.

         19-7. APPLICATION OF PROCEEDS. The proceeds of any collection, sale, or
disposition of the Collateral, or of any other payments received hereunder,
shall be applied towards the Liabilities in such order and manner as the
Administrative Agent determines in its sole discretion, consistent, however,
with Sections 14-5 and 14-6 and any other applicable provisions of this
Agreement. The Borrower shall remain liable for any deficiency remaining
following such application.

         19-8. INCREASED COSTS. If, as a result of any Requirement of Law, or of
the


                                     -128-
<PAGE>

interpretation or application thereof by any court or by any governmental or
other authority or entity charged with the administration thereof, whether or
not having the force of law, which:

                  (a) subjects any Lender to any taxes or changes the basis of
         taxation, or increases any existing taxes, on payments of principal,
         interest or other amounts payable by the Borrower to the Administrative
         Agent or any Lender under this Agreement (except for taxes on the
         Administrative Agent or any Lender based on net income or capital
         imposed by the jurisdiction in which the principal or lending offices
         of the Administrative Agent or that Lender are located);

                  (b) imposes, modifies or deems applicable any reserve, cash
         margin, special deposit or similar requirements against assets held by,
         or deposits in or for the account of or loans by or any other
         acquisition of funds by the relevant funding office of any Lender;

                  (c) imposes on any Lender any other condition with respect to
         any Loan Document; or

                  (d) imposes on any Lender a requirement to maintain or
         allocate capital in relation to the Liabilities;

and the result of any of the foregoing, in such Lender's reasonable opinion, is
to increase the cost to that Lender of making or maintaining any loan, advance
or financial accommodation or to reduce the income receivable by that Lender in
respect of any loan, advance or financial accommodation by an amount which that
Lender deems to be material, then upon written notice from the Administrative
Agent, from time to time, to the Borrower (such notice to set out in reasonable
detail the facts giving rise to and a summary calculation of such increased cost
or reduced income), the Borrower shall forthwith pay to the Administrative
Agent, for the benefit of the subject Lender, upon receipt of such notice, that
amount which shall compensate the subject Lender for such additional cost or
reduction in income.

         19-9. COSTS AND EXPENSES OF THE AGENTS.

                  (a) The Borrower shall pay from time to time on demand all
Costs of Collection and all reasonable costs, expenses, and disbursements
(including attorneys' reasonable fees and expenses) which are incurred by each
Agent and each Initial Lender in connection with the preparation, negotiation,
execution, and delivery of this Agreement and of any other Loan Documents, and
all other reasonable costs, expenses, and disbursements


                                     -129-
<PAGE>

which may be incurred in connection with or in respect to the credit facility
contemplated hereby or which otherwise are incurred with respect to the
Liabilities.

                  (b) The Borrower shall pay from time to time on demand all
reasonable costs and expenses (including attorneys' reasonable fees and
expenses) incurred, following the occurrence of any Default, by the Lenders or
in connection with the negotiation or structuring of any "work-out" (whether or
not consummated).

                  (c) The Borrower authorizes the Administrative Agent to pay
all such fees and expenses and in the Administrative Agent's discretion, to add
such fees and expenses to the Loan Account.

                  (d) The undertaking on the part of the Borrower in this
Section 19-9 shall survive payment of the Liabilities and/or any termination,
release, or discharge executed by any Agent in favor of the Borrower, other than
a termination, release, or discharge which makes specific reference to this
Section 19-9.

         19-10. COPIES AND FACSIMILES. Each Loan Document and all documents and
papers which relates thereto which have been or may be hereinafter furnished any
Agent or any Lender may be reproduced by any Lender or by any Agent by any
photographic, microfilm, xerographic, digital imaging, or other process, and
such Person making such reproduction may destroy any document so reproduced. Any
such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course of
business). Any facsimile which bears proof of transmission shall be binding on
the party which or on whose behalf such transmission was initiated and likewise
shall be so admissible in evidence as if the original of such facsimile had been
delivered to the party which or on whose behalf such transmission was received.

         19-11. MASSACHUSETTS LAW. This Agreement and all rights and obligations
hereunder, including matters of construction, validity, and performance, shall
be governed by the law of The Commonwealth of Massachusetts.

         19-12. INDEMNIFICATION. The Borrower shall indemnify, defend, and hold
each Agent and each Lender and any Participant and any of their respective
employees, officers, or


                                     -130-
<PAGE>

agents (each, an "INDEMNIFIED PERSON") harmless of and from any claim brought or
threatened against any Indemnified Person by the Borrower, any guarantor or
endorser of the Liabilities, or any other Person (as well as from reasonable
attorneys' fees, expenses, and disbursements in connection therewith) on account
of the relationship of the Borrower or of any other guarantor or endorser of the
Liabilities, including all costs, expenses, liabilities, and damages as may be
suffered by any Indemnified Person in connection with (x) the Collateral; (y)
the occurrence of any Default or Event of Default; or (z) the exercise of any
rights or remedies under any of the Loan Documents (each of claims which may be
defended, compromised, settled, or pursued by the Indemnified Person with
counsel of the Lender's selection, but at the expense of the Borrower) other
than any claim as to which a final determination is made in a final non-
appealable judgment in a judicial proceeding (in which the Administrative Agent
and any other Indemnified Person has had an opportunity to be heard), which
determination includes a specific finding that the Indemnified Person seeking
indemnification had acted in a grossly negligent manner or in actual bad faith.
This indemnification shall survive payment of the Liabilities and/or any
termination, release, or discharge executed by the Administrative Agent in favor
of the Borrower, other than a termination, release, or discharge duly executed
on behalf of the Administrative Agent which makes specific reference to this
Section 19-12.

         19-13. RULES OF CONSTRUCTION. The following rules of construction shall
be applied in the interpretation, construction, and enforcement of this
Agreement and of the other Loan Documents:

                  (a) Unless otherwise specifically provided for herein,
interest and any fee or charge which is stated as a per annum percentage shall
be calculated based on a 360 day year and actual days elapsed.

                  (b) Words in the singular include the plural and words in the
plural include the singular.

                  (c) Cross references to Sections in this Agreement begin with
the Article in which that Section appears, followed by a colon, and then the
Section to which reference is made. (For example, a reference to "Section 5:5-6"
is to Section 5-6, which appears in Article 5 of this Agreement).

                  (d) Titles, headings (indicated by being underlined or shown
in SMALL CAPITALS) and any Table of Contents are solely for convenience of
reference; do not constitute


                                     -131-
<PAGE>

a part of the instrument in which included; and do not affect such instrument's
meaning, construction, or effect.

                  (e) The words "includes" and "including" are not limiting.

                  (f) Text which follows the words "including, without
limitation" (or similar words) is illustrative and not limitational.

                  (g) Text which is shown in italics (except for parenthesized
italicized text), shown in BOLD, shown IN ALL CAPITAL LETTERS, or in any
combination of the foregoing, shall be deemed to be conspicuous.

                  (h) The words "may not" are prohibitive and not permissive.

                  (i) Any reference to a Person's "knowledge" (or words of
similar import) are to such Person's knowledge assuming that such Person has
undertaken reasonable and diligent investigation with respect to the subject of
such "knowledge" (whether or not such investigation has actually been
undertaken).

                  (j) Terms which are defined in one section of any Loan
Document are used with such definition throughout the instrument in which so
defined.

                  (k) The symbol "$" refers to United States Dollars.

                  (l) Unless limited by reference to a particular Section or
provision, any reference to "herein", "hereof", or "within" is to the entire
Loan Document in which such reference is made.

                  (m) References to "this Agreement" or to any other Loan
Document is to the subject instrument as amended to the date on which
application of such reference is being made.

                  (n) Except as otherwise specifically provided, all references
to time are to Boston time.

                  (o) In the determination of any notice, grace, or other period
of time prescribed or allowed hereunder:

                       (i) Unless otherwise provided (I) the day of the act,
         event, or default from which the designated period of time begins to
         run shall not be included and the last day of the period so computed
         shall be included unless such last day is not a Business Day, in which
         event the last day of the relevant period shall be the then next
         Business Day and (II) the period so computed shall end at 5:00 PM on
         the relevant Business Day.

                       (ii) The word "from" means "from and including".


                                     -132-
<PAGE>

                       (iii) The words "to" and "until" each mean "to, but
         excluding".

                       (iv) The word "through" means "to and including".

                  (p) The Loan Documents shall be construed and interpreted in a
harmonious manner and in keeping with the intentions set forth in Section 19-14
hereof, provided, however, in the event of any inconsistency between the
provisions of this Agreement and any other Loan Document, the provisions of this
Agreement shall govern and control.

         19-14. INTENT. It is intended that:

                  (a) This Agreement take effect as a sealed instrument.

                  (b) The scope of all Collateral Interests created by the
Borrower to secure the Liabilities be broadly construed in favor of the
Administrative Agent and that they cover all assets of the Borrower.

                  (c) All Collateral Interests created in favor of the
Collateral Agent at any time and from time to time secure all Liabilities,
whether now existing or contemplated or hereafter arising.

                  (d) All reasonable costs, expenses, and disbursements incurred
by any Agent and, to the extent provide in Section 19-9 each Lender, in
connection with such Person's relationship(s) with the Borrower shall be borne
by the Borrower.

                  (e) Unless otherwise explicitly provided herein, the
Administrative Agent's consent to any action of the Borrower which is prohibited
unless such consent is given may be given or refused by the Administrative Agent
in its sole discretion and without reference to Section 2-16 hereof.

         19-15. PARTICIPATIONS: Each Lender may sell participations to one or
more financial institutions (each, a "PARTICIPANT") in that Lender's interests
herein provided that no such participation shall include any provision which
accords that Participant with any rights, vis a vis any Agent, with respect to
any requirement herein for approval by a requisite number or proportion of the
Lenders. No such sale of a participation shall relieve a Lender from that
Lender's obligations hereunder nor obligate any Agent to any Person other than a
Lender.

         19-16. RIGHT OF SET-OFF. Any and all deposits or other sums at any time
credited by or due to the Borrower from any Agent or any Lender or any
Participant or from any Affiliate of


                                     -133-
<PAGE>

any of the foregoing, and any cash, securities, instruments or other property of
the Borrower in the possession of any of the foregoing, whether for safekeeping
or otherwise (regardless of the reason such Person had received the same) shall
at all times constitute security for all Liabilities and for any and all
obligations of the Borrower to each Agent and such Lender or any Participant or
such Affiliate and may be applied or set off against the Liabilities and against
such obligations at any time, whether or not such are then due and whether or
not other collateral is then available to any Agent or that Lender.

         19-17. PLEDGES TO FEDERAL RESERVE BANKS: Nothing included in this
Agreement shall prevent or limit any Lender, to the extent that such Lender is
subject to any of the twelve Federal Reserve Banks organized under Section 4 of
the Federal Reserve Act (12 U.S.C. Section 341) from pledging all or any portion
of that Lender's interest and rights under this Agreement, provided, however,
neither such pledge nor the enforcement thereof shall release the pledging
Lender from any of its obligations hereunder or under any of the Loan Documents.

         19-18. MAXIMUM INTEREST RATE. Regardless of any provision of any Loan
Document, neither any Agent nor any Lender shall be entitled to contract for,
charge, receive, collect, or apply as interest on any Liability, any amount in
excess of the maximum rate imposed by Applicable Law. Any payment which is made
which, if treated as interest on a Liability would result in such interest's
exceeding such maximum rate shall be held, to the extent of such excess, as
additional collateral for the Liabilities as if such excess were "Collateral."

         19-19. WAIVERS.

                  (a) The Borrower (and all Guarantors, endorsers, and sureties
of the Liabilities) make each of the waivers included in Section 19-19(b),
below, knowingly, voluntarily, and intentionally, and understands that each
Agent and each Lender, in establishing the facilities contemplated hereby and in
providing loans and other financial accommodations to or for the account of the
Borrower as provided herein, whether not or in the future, is relying on such
waivers.

                  (b) THE BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND
SURETY RESPECTIVELY WAIVES THE FOLLOWING:


                                     -134-
<PAGE>

                           (i) Except as otherwise specifically required hereby,
notice of non-payment, demand, presentment, protest and all forms of demand and
notice, both with respect to the Liabilities and the Collateral.

                           (ii) Except as otherwise specifically required
hereby, the right to notice and/or hearing prior to an Agent's exercising of
that Agent's rights upon default.

                           (iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR
CONTROVERSY IN WHICH ANY AGENT OR ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH
CASE OR CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT OR ANY LENDER OR IN
WHICH ANY AGENT OR ANY LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR
BETWEEN THE BORROWER OR ANY OTHER PERSON AND THE AGENT AND EACH LENDER LIKEWISE
WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).

                           (iv) The benefits or availability of any stay,
limitation, hindrance, delay, or restriction (including, without limitation, any
automatic stay which otherwise might be imposed pursuant to Section 362 of the
Bankruptcy Code) with respect to any action which any Agent may or may become
entitled to take hereunder.

                           (v) Any defense, counterclaim, set-off, recoupment,
or other basis on which the amount of any Liability, as stated on the books and
records of the Administrative Agent, could be reduced or claimed to be paid
otherwise than in accordance with the tenor of and written terms of such
Liability.

                           (vi) Any claim to consequential, special, or punitive
damages.


                                     -135-
<PAGE>

                                                           HOMELAND STORES, INC.
                                                                   (" BORROWER")

                                    By
                                       -----------------------------------------
                           Print Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------

                                                       FLEET RETAIL FINANCE INC.
                                   ("ADMINISTRATIVE AGENT AND COLLATERAL AGENT")

                                    By
                                       -----------------------------------------
                           Print Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------

                                                       FLEET RETAIL FINANCE INC.
                                                     ("REVOLVING CREDIT LENDER")

                                    By
                                       -----------------------------------------
                           Print Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------

                                                    BACK BAY CAPITAL FUNDING LLC
                                                                 ("TERM LENDER")

                                    By
                                       -----------------------------------------
                           Print Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------


                                     -136-
<PAGE>

                                   EXHIBIT 1-1
                                  AWG DOCUMENTS
                                   EXHIBIT "A"
                                       TO
                             INTERCREDITOR AGREEMENT

1995 SUPPLY PROTECTION DOCUMENTS

1.     Supply Agreement, dated April 21, 1995
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     First Amendment to Supply Agreement, dated August 2, 1996
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

3.     Second Amendment to Supply Agreement, dated August 12, 1997
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

4.     Use Restriction, dated April 21, 1995 [covering various locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

5.     Memorandum of Purchase Rights, dated April 21, 1995 [covering various
       locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

6.     Application for Membership by Homeland Stores, Inc., dated April 21, 1995
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

7.     Stock Power of Attorney - Associated Wholesale Grocers, Inc.
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

1999 SUPPLY PROTECTION DOCUMENTS AND $12,130,646.98 LOAN DATED MARCH 26, 1999

1.     Supply Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement dated April
       23,1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., Inc., a Delaware corporation (Homeland)


<PAGE>

3.     First Amendment to Memorandum of Supply Agreement and Non-Competition
       Agreement dated September 16, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., Inc., a Delaware corporation (Homeland)

4.     Right of First Refusal Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

5.     Memorandum of Right of First Refusal, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

6.     First Amendment to Memorandum of Right of First Refusal Agreement, dated
       September 16, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

7.     Non-Competition Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

8.     Amended and Restated Promissory Note in the original principal amount of
       $2,112,000, dated March 26, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)

9.     Amended and Restated Promissory Note in the original principal amount of
       $4,640,000, dated March 26, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)

10.    Promissory Note in the original principal amount of $5,378,646.98, dated
       March 26, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)


                                       2

<PAGE>

11.    Amended and Restated Loan Agreement, dated March 26, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)
       -      Horner Foods Inc., an Oklahoma corporation (Debtor)
       -      Lester E. Homer, Leah M. Homer, Homer Family 1993-I Trust dated
              January 29, 1993, Lester E. Horner Trust dated January 29, 1993
              and Leah M. Horner Trust dated January 29, 1993 (Guarantors)

12.    Amended and Restated Security Agreement, dated March 26, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Secured Party)

13.    Amended and Restated Pledge Agreement, dated March 26, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)
       -      Horner Foods Inc., an Oklahoma corporation (Pledgor)

14.    UCC-1 Financing Statements
       -      Homeland Stores, Inc. (Debtor)
       -      Associated Wholesale Grocers, Inc. (Secured Party)

15.    UCC-1 Financing Statements (Partial Releases)
       -      Homeland Stores, Inc. (Debtor)
       -      Associated Wholesale Grocers, Inc. (Secured Party)

16.    Amended and Restated Store Location Certification, dated March 26, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Debtor)

17.    Mortgage, Security Agreement and Assignment of Rents and Leases, dated
       March 26, 1999
       -      Horner Foods, Inc., an Oklahoma corporation (Grantor)
       -      Associated Wholesale Grocers, Inc. (Lender)

18.    Release of Mortgage, dated September 16, 1999 (releases Pryor, Oklahoma
       location from Mortgage, Security Agreement and Assignment of Rents and
       Leases, dated March 26, 1999)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

19.    First Modification of Loan Documents, dated March 26, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Horner Foods Inc., an Oklahoma corporation (Borrower)
       -      Lester E. Homer, Leah M. Homer, Horner Family 1993-I Trust dated
              January 29, 1993, Lester E. Horner Trust dated January 29, 1993
              and Leah M. Horner Trust dated January 29, 1993 (Guarantors)


                                       3
<PAGE>

20.    Assignment, Assumption and Release Agreement, dated April 23, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Borrower)
       -      Lester E. Homer, Leah M. Homer, Homer Family 1993-I Trust dated
              January 29, 1993, Lester E. Homer Trust dated January 29, 1993 and
              Leah M. Horner Trust dated January 29, 1993 (Original Guarantors)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

21.    Assignment and Assumption Agreement and First Modification of Mortgage,
       dated April 23, 1999
       -      Horner Foods Inc., an Oklahoma corporation (Assignor)
       -      Homeland Stores, Inc., a Delaware corporation (Assignee)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)

22.    Second Modification of Loan Documents, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)

23.    Consent to Release Inventory and execute Sublandlord's Agreement from
       Associated Wholesale Grocers, Inc., dated April 23, 1999

24.    Sublandlord's  Agreement

25.    Subordination of Security Interests, dated April 23, 1999
       -      National Bank of Canada, a Canadian chartered bank,
              individually and as agent
       -      IBJ Whitehall Business Credit Corporation and Heller Financial,
              Inc. (Creditors)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

26.    UCC-3  Subordinations
       -      Homeland Stores, Inc. (Debtor)
       -      National Bank of Canada, as Agent (Secured Party)

27.    Consent, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      Homeland Holding Corporation, a Delaware corporation (Parent)
       -      IBJ Whitehall Business Credit Corporation, formerly IBJ Schroder
              Business Credit Corporation, the assignee of IBJ Schroder Bank &
              Trust Company (IBJ)
       -      Heller Financial, Inc. (Heller)
       -      National Bank of Canada, a Canadian chartered bank (NBC)


                                       4
<PAGE>

28.    Agreement Regarding Post-Closing Matters, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      Homeland Holding Corporation, a Delaware corporation (Parent)
       -      National Bank of Canada (NBC)
       -      Heller Financial, Inc. (Heller)
       -      IBJ Whitehall Business Credit Corporation formerly IBJ Schroder
              Business Credit Corporation (IBJ)

29.    Corporate Loan Resolution, dated April 23, 1999
       -      Homeland Holding Corporation
       -      Homeland Stores, Inc.

30.    Corporation Certificate of Incumbency, dated March 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation

31.    Certificate of Incumbency, dated April 23, 1999
       -      Homeland  Holding  Corporation
       -      Homeland Stores, Inc.

1999 SUPPLY PROTECTION DOCUMENTS AND $6,953,860 LOAN DATED NOVEMBER 2, 1999

1.     Supply Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement, dated
       November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)

3.     Right of First Refusal Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

4.     Memorandum of Right of First Refusal, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)


                                       5
<PAGE>

5.     Non-Competition Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

6.     Use Restriction, dated November 2, 1999 [I300 S. York, Muskogee,
       Oklahoma]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

7.     Amended and Restated Promissory Note in the original principal amount of
       $6,953,860, dated November 2, 1999
       -      Brattain Foods, Inc., an Oklahoma corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)

8.     Amended and Restated Loan Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)
       -      Brattain Foods Inc., an Oklahoma corporation (Debtor)
       -      BHC, LLC, a Minnesota limited liability company and the
              successor-in-interest by merger to Brattain Holding Company, a
              Minnesota corporation, Donald R. Brattain and Jane A. Brattain
              (Guarantors)

9.     Amended and Restated Security Agreement, dated November 2, 1999
       -      Brattain Foods, Inc., an Oklahoma corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Secured Party)

10.    Amended and Restated Pledge Agreement, dated November 2, 1999
       -      Brattain Foods, Inc., an Oklahoma corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Pledgor)

11.    Assignment, Assumption and Release Agreement, dated November 2, 1999
       -      Brattain Foods Inc., an Oklahoma corporation (Brattain)
       -      BHC, LLC, a Minnesota limited liability company and the
              successor-in-interest by merger to Brattain Holding Company, a
              Minnesota corporation, Donald R. Brattain and Jane A. Brattain
              (Original Guarantors)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

12.    First Modification of Loan Documents, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Borrower)

13.    UCC-1 Financing Statements
       -      Homeland Stores, Inc. (Debtor)
       -      Associated Wholesale Grocers, Inc. (Secured Party)


                                       6
<PAGE>

14.    Amended and Restated Store Location Certification, dated November 2, 1999
       -      Brattain Foods, Inc., an Oklahoma corporation (Debtor)

15.    Assignment of Lessee's Interest in Lease, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Assignor)
       -      Homeland Stores, Inc., an Oklahoma corporation (Assignee)
              (1300 S. York, Muskogee, Oklahoma)

16.    Agreement of Landlord, dated November 2, 1999
       -      Johnson Enterprises Holding Company, an Oklahoma corporation
              (Landlord)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
              (1300 S. York, Muskogee, Oklahoma)

17.    Letter to National Bank of Canada from Associated Wholesale Grocers,
       Inc., dated November 2, 1999 regarding Release of Security Interest and
       Sublandlord's Agreement

18.    Subordination of Security Interest, dated November 2, 1999
       -      National Bank of Canada, a Canadian chartered bank, individually
              and as agent
       -      IBJ Whitehall Business Credit Corporation and Heller Financial,
              Inc. (Creditors)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

19.    UCC-3  Subordinations
       -      Homeland Stores, Inc. (Debtor)
       -      National Bank of Canada, as Agent (Secured Party)

20.    Consent, dated November 2, 1999
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      Homeland Holding Corporation, a Delaware corporation (Parent)
       -      IBJ Whitehall Business Credit Corporation, formerly IBJ Schroder
              Business Credit Corporation, the assignee of IBJ Schroder Bank &
              Trust Company (IBJ)
       -      Heller Financial, Inc. (Heller)
       -      National Bank of Canada, a Canadian chartered bank (NBC)

21.    Sublandlord's Agreement
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      National Bank of Canada, a Canadian chartered bank, individually
              and as agent, IBJ Whitehall Business Credit Corporation and Heller
              Financial, Inc. (Lenders)


                                       7
<PAGE>

22.    Secretary's Certificate, dated November 2, 1999
       -      Homeland Holding Corporation (Holding)
       -      Homeland Stores, Inc. (Homeland)

23.    Certificate of Incumbency, dated November 2, 1999
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

2000 SUPPLY PROTECTION DOCUMENTS AND $6,162,011.63 LOAN DATED FEBRUARY 29, 2000

1.     Supply Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement, dated
       February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

3.     Right of First Refusal Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

4.     Memorandum of Right of First Refusal, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

5.     Non-Competition Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

6.     Amended and Restated Promissory Note in the original principal amount of
       $1,962,011.63 dated February 29, 2000
       -      Belton Food Center, Inc., a Missouri corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)

7.     Amended and Restated Promissory Note in the original principal amount of
       $4,200,000, dated February 29, 2000
       -      Belton Food Center, Inc., a Missouri corporation (Maker)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)


                                       8
<PAGE>

8.     Amended and Restated Loan Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Lender)
       -      Belton Food Center, Inc., a Missouri corporation (Debtor)
       -      Ronald M. Bowes, Susan L. Bowes and Ronald M. Bowes, Trustee of
              Trust A Created by Trust Indenture dated January 7, 1997, with
              Ronald M. Bowes, as Settlor (Guarantors)

9.     Amended and Restated Security Agreement, dated February 29, 2000
       -      Belton Food Center, Inc., a Missouri corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Secured Party)

10.    Amended and Restated Pledge Agreement, dated February 29, 2000
       -      Belton Food Center, Inc., a Missouri corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Pledgor)

11.    Amended and Restated Store Location Certification, dated February 29,
       2000
       -      Belton Food Center, Inc., a Missouri corporation (Debtor)

12.    Assignment, Assumption and Release Agreement, dated February 29, 2000
       -      Belton Food Center, Inc., a Missouri corporation (Belton)
       -      Ronald M. Bowes, Susan L. Bowes and Ronald M. Bowes, Trustee of
              Trust A Created by Trust Indenture dated January 7, 1997, with
              Ronald M. Bowes, as Settlor (Original Guarantors)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

13.    First Modification of Loan Documents, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)

14.    UCC-1 Financing Statements
       -      Homeland Stores, Inc., a Delaware corporation (Debtor)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Secured Party)

15.    Secretary's Certificate, dated February 29, 2000
       -      Homeland Holding Corporation (Holding)
       -      Homeland Stores, Inc. (Homeland)

16.    Certificate of Incumbency, dated February 29, 2000
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

17.    Opinion Letter from Crowe & Dunlevy, dated February 29, 2000


                                       9
<PAGE>

18.    Letter to National Bank of Canada, as Agent from Associated Wholesale
       Grocers. Inc., dated February 29, 1999 [sic] regarding Release of
       Security Interest and Sublandlord's Agreement

19.    Subordination of Security Interest, dated February 29, 2000
       -      National Bank of Canada, a Canadian chattered bank, individually
              and as agent
       -      IBJ Whitehall Business Credit Corporation and Heller Financial,
              Inc. (Creditors)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

20.    UCC3  Subordinations
       -      Homeland Stores, Inc. (Debtor)
       -      National Bank of Canada, as agent for the National Bank of Canada
              and
       -      Heller Financial, Inc. (Secured Party)

21.    Fifth Amendment to Loan Agreement, dated February 29, 2000
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      Homeland Holding Corporation, a Delaware corporation (Parent)
       -      SLB Marketing, Inc., a Texas corporation (SLB)
       -      JCH Beverage, Inc., a Texas corporation (JCH)
       -      IBJ Whitehall Business Credit Corporation formerly IBJ Schroder
              Business Credit Corporation, the assignee of IBJ Schroder Bank &
              Trust Company (IBJ)
       -      Heller Financial, Inc. (Heller)
       -      National Bank of Canada (NBC)

22.    Sublandlord's Agreement, dated March 7, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Borrower)
       -      National Bank of Canada, a Canadian chartered bank, individually
              and as agent, IBJ Whitehall Business Credit Corporation and Heller
              Financial, Inc. (Lenders)


                                       10
<PAGE>

AWG PRE-PETITION LEASES

800 E. Okmulgee, Muskogee, Oklahoma

1.     Sublease dated November 2, 1999 [800 E. Okmulgee, Muskogee, Oklahoma]
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

2.     Memorandum of Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

310 S. Main, Blackwell, Oklahoma

3.     Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

4.     Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

305 S. Broadway, Cleveland, Oklahoma

5.     Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

6.     Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation


                                       11
<PAGE>

24 S.E. 33rd Street, Edmond, Oklahoma

7.     Sublease, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

8.     Memorandum of Sublease, dated February 29, 2000,
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

102 Haskell Boulevard, Haskell, Oklahoma 74436

9.     Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

10.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

Highway 59, Jay, Oklahoma

11.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

12.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

6 E. Shawnee, Muskogee, Oklahoma

13.    Sublease, dated effective as of November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

14.    Memorandum of Sublease, dated November 2, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation


                                       12
<PAGE>

3115 W. Okmulgee, Muskogee, Oklahoma

15.    Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

16.    Memorandum of Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

813 E. Cherokee, Nowata, Oklahoma

17.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

18.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

108 S. Division, Okemah, Oklahoma

19.    Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

20.    Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

2213 S.W. 74th Street, Oklahoma City, Oklahoma

21.    Sublease, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

22.    Memorandum of Sublease, dated February 29, 2000,
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)


                                       13
<PAGE>

316 E. Main, Pawhuska, Oklahoma

23.    Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

24.    Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

702 Fir Street, Perry, Oklahoma

25.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

26.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)


                                       14
<PAGE>

                                   EXHIBIT "B"
                                        TO
                          INTERCREDITOR  AGREEMENT

MARCH 26, 1999 LOAN

1.       All of the merchandise, supplies, goods, documents, instruments,
         general intangibles, chattel paper, accounts, contract rights,
         furniture, furnishings, fixtures, machinery, equipment (whether or not
         affixed to realty), leasehold improvements, leasehold interests and
         rents owned by Debtor, and located at the following locations:

                  (a)      813 E. Cherokee, Nowata, Nowata County, Oklahoma
                           74048;

                  (b)      305 S. Broadway, Cleveland, Pawnee County, Oklahoma
                           74020;

                  (c)      316 E. Main, Pawhuska, Osage County, Oklahoma 74056;

                  (d)      310 S. Main, Blackwell, Kay County, Oklahoma 74631;

                  (e)      702 Fir Street, Perry, Noble County, Oklahoma 73077;

                  (f)      108 S. Division Street, Okemah, Okfuskee County,
                           Oklahoma 74859;

                  (g)      Highway 59, Jay, Delaware County, Oklahoma 74346; and

                  (h)      102 Haskell Blvd., Haskell, Muskogee County, Oklahoma
                           74436;

         whether or not specifically assigned to Secured Party and whether now
         owned or existing or hereafter acquired or arising and whether held for
         resale or used in business or purchased with loan proceeds or ever
         located at, or ever purchased with revenues from, the grocery stores
         identified in (a) through (h) above, together with all additions,
         accessories, attachments and accessions thereto and all substitutions
         and replacements therefor, and all proceeds (including insurance
         proceeds) from the sale or other disposition thereof and all products
         thereof.

2.       All equity, deposits, credits, sums and indebtedness of any kind or
         description, whatsoever, at any time owed by Secured Party to Debtor or
         at any time standing in the name of or to the credit of Debtor on the
         books and/or records of Secured Party, including, without limitation,
         Capital Stock, Members Deposit Certificates, Patronage Refund
         Certificates, Members Savings, Direct Patronage or Year-End Patronage.


<PAGE>

3.       A right of first refusal to purchase Debtor's grocery stores at the
         following locations: (a) 813 E. Cherokee, Nowata, Nowata County,
         Oklahoma 74048; (b) 305 S. Broadway, Cleveland, Pawnee County, Oklahoma
         74020; (c) 316 E. Main, Pawhuska, Osage County, Oklahoma 74056; (s) 310
         S. Main, Blackwell, Kay County, Oklahoma 74631; (e) 702 Fir Street,
         Perry, Noble County, Oklahoma 73077; (f) 108 S. Division Street,
         Okemah, Okfuskee County, Oklahoma 74859; (g) Highway 59, Jay, Delaware
         County, Oklahoma 74346; and (h) 102 Haskell Blvd., Haskell, Muskogee
         County, Oklahoma 74436.

NOVEMBER 2, 1999 LOAN

1.       All of the merchandise, supplies, goods, documents, instruments,
         general intangibles, chattel paper, accounts, contract rights,
         furniture, furnishings, fixtures, machinery, equipment (whether or not
         affixed to realty), leasehold improvements, leasehold interests and
         rents owned by Debtor and located at (i) 800 E. Okmulgee, Muskogee,
         Muskogee County, Oklahoma 74401; (ii) 3115 W. Okmulgee, Muskogee,
         Muskogee County, Oklahoma 74401; (iii) 6 E. Shawnee, Muskogee, Muskogee
         County, Oklahoma 74403; and (iv) 1300 S. York, Muskogee, Muskogee
         County, Oklahoma 74403; whether or not specifically assigned to Secured
         Party and whether now owned or existing or hereafter acquired or
         arising and wherever located and whether held for resale or used in
         business or purchased with loan proceeds or ever located at, or ever
         purchased with revenues from, the grocery stores identified in this
         Paragraph 1, together with all additions, accessories, attachments and
         accessions thereto and all substitutions and replacements therefor, and
         all proceeds (including insurance proceeds) from the sale or other
         disposition thereof and all products thereof.

2.       All equity, deposits, credits, sums and indebtedness of any kind or
         description, whatsoever, at any time owed by Secured Party to Debtor or
         at any time standing in the name of or to the credit of Debtor on the
         books and/or records of Secured Party, including, without limitation,
         Capital Stock, Members Deposit Certificates, Patronage Refund
         Certificates, Members Savings, Direct Patronage or Year-End Patronage.

3.       A right of first refusal to purchase, and a supply agreement relating
         to, the grocery stores owned and/or operated by Debtor and located at
         (i) 800 E. Okmulgee, Muskogee, Muskogee County, Oklahoma 74401; (ii)
         3115 W. Okmulgee, Muskogee, Muskogee County, Oklahoma 74407; (iii) 6 E.
         Shawnee, Muskogee, Muskogee County, Oklahoma 74403; and (iv) 1300 S.
         York, Muskogee, Muskogee County, Oklahoma 74403; plus any replacements
         and/or substitutions for such stores, each for a term equal to the
         longer of (i) ten (10) years from the date of the loan, (ii) the term
         (as extended) of any lease or sublease between Secured Party and Debtor
         relating to any such location or (iii) the period equal to the entire
         term of the loan.


                                       2
<PAGE>

4.       All of Debtor's right, title and interest in and to that certain
         Shopping Center Lease Agreement dated February 1, 1986, as amended by
         that certain Addendum to Shopping Center Lease Agreement dated March
         19, 1996, between Johnson Enterprises Holding Company, an Oklahoma
         corporation and the successor-in-interest to Johnson Investments,
         Ltd., as lessor or landlord, and Debtor, as successor-in-interest to
         Johnson Foods, Inc., as lessee or tenant, of the premises located at
         1300 S. York, Muskogee, Muskogee County, Oklahoma 74403.

FEBRUARY 29, 2000 LOAN

1.       All of the goods, documents, instruments, general intangibles, chattel
         paper, accounts, contract rights, furniture, furnishings, fixtures,
         machinery, equipment (whether or not a fixed to realty), leasehold
         improvements, leasehold interests and rents owned by Debtor and located
         at (i) 24 S.E. 33rd Street, Edmond, Oklahoma County, Oklahoma 73013 and
         (ii) 2213 S.W. 74th Street, Oklahoma City, Oklahoma County, Oklahoma
         73159; whether or not specifically assigned to Secured Party and
         whether now owned or existing or hereafter acquired or arising and
         wherever located and whether held for resale or used in business or
         purchased with loan proceeds or ever located at, or ever purchased with
         revenues from, the grocery stores identified in this Paragraph 1,
         together with all additions, accessories, attachments and accessions
         thereto and all substitutions and replacements therefor, and all
         proceeds (including insurance proceeds) from the sale or other
         disposition thereof and all products thereof.

2.       All equity, deposits, credits, sums and indebtedness of any kind or
         description, whatsoever, at any time owed by Secured Party to Debtor or
         at any time standing in the name of or to the credit of Debtor on the
         books and/or records of Secured Party, including, without limitation,
         Capital Stock, Members Deposit Certificates, Patronage Refund
         Certificates, Members Savings, Direct Patronage or Year-End Patronage.

3.       A right of first refusal to purchase, and a supply agreement relating
         to, the grocery stores owned and/or operated by Debtor and located at
         (i) 24 S.E. 33rd Street, Edmond, Oklahoma County, Oklahoma 73013 and
         (ii) 2213 S.W. 74th Street, Oklahoma City, Oklahoma County, Oklahoma
         73159, plus any replacements and/or substitutions for such stores
         identified in subsections (i) or (iii), each for a term equal to the
         longer of (i) ten (10) years from the date of the loan, (ii) the term
         (as extended) of any lease or sublease between Secured Party and Debtor
         relating to any such location or (iii) the period equal to the entire
         term of the loan.


                                       3
<PAGE>

                                   EXHIBIT "C"
                                       TO
                             INTERCREDITOR AGREEMENT

1995 SUPPLY PROTECTION DOCUMENTS

1.     Supply Agreement, dated April 21, 1995
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     First Amendment to Supply Agreement, dated August 2, 1996
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

3.     Second Amendment to Supply Agreement, dated August 12, 1997
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

4.     Use Restriction, dated April 21, 1995 [covering various locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

5.     Memorandum of Purchase Rights, dated April 21, 1995 [covering various
       locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

1999 SUPPLY PROTECTION DOCUMENTS AND $12,130,646.98 LOAN DATED MARCH 26, 1999

1.     Supply Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement dated April
       23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., Inc., a Delaware corporation (Homeland)

3.     First Amendment to Memorandum of Supply Agreement and Non-Competition
       Agreement dated September 16, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., Inc., a Delaware corporation (Homeland)

<PAGE>

4.     Right of First Refusal Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

5.     Memorandum of Right of First Refusal, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

6.     First Amendment to Memorandum of Right of First Refusal Agreement, dated
       September 16, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

7.     Non-Competition Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

1999 SUPPLY PROTECTION DOCUMENTS AND $6,953,860 LOAN DATED NOVEMBER 2, 1999

1.     Supply Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement, dated
       November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)

3.     Right of First Refusal Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

4.     Memorandum of Right of First Refusal, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)


                                       2
<PAGE>

5.     Non-Competition Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

6.     Use Restriction, dated November 2, 1999 [1300 S. York, Muskogee,
       Oklahoma]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

2000 SUPPLY PROTECTION DOCUMENTS AND $6,162,011.63 LOAN DATED FEBRUARY 29, 2000

1.     Supply Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

2.     Memorandum of Supply Agreement and Non-Competition Agreement, dated
       February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

3.     Right of First Refusal Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

4.     Memorandum of Right of First Refusal, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

5.     Non-Competition Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)


                                       3
<PAGE>

                                   EXHIBIT "D"
                                       TO
                             INTERCREDITOR AGREEMENT

AWG PRE-PETITION LEASES

800 E. Okmulgee, Muskogee, Oklahoma

1.     Sublease dated November 2, 1999 [800 E. Okmulgee, Muskogee, Oklahoma]
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

2.     Memorandum of Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

310 S. Main, Blackwell, Oklahoma

3.     Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

4.     Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

305 S. Broadway, Cleveland, Oklahoma

5.     Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

6.     Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation


<PAGE>
24 S.E. 33rd Street, Edmond, Oklahoma

7.     Sublease, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

8.     Memorandum of Sublease, dated February 29, 2000,
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

102 Haskell Boulevard, Haskell, Oklahoma 74436

9.     Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

10.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

Highway 59, Jay, Oklahoma

11.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

12.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

6 E. Shawnee, Muskogee, Oklahoma

13.    Sublease, dated effective as of November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

14.    Memorandum of Sublease, dated November 2, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation


                                       2
<PAGE>

3115 W. Okmulgee, Muskogee, Oklahoma

15.    Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

16.    Memorandum of Sublease dated November 2, 1999
       -      Associated Wholesale Grocers, Inc. (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

813 E. Cherokee, Nowata, Oklahoma

17.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

18.    Memorandum of Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

108 S. Division, Okemah, Oklahoma

19.    Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

20.    Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

2213 S.W. 74th Street, Oklahoma City, Oklahoma

21.    Sublease, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

22.    Memorandum of Sublease, dated February 29, 2000,
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)


                                       3
<PAGE>

316 E. Main, Pawhuska, Oklahoma

23.    Sublease, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., a Delaware corporation (Subtenant)

24.    Memorandum of Sublease, dated April 23, 1999
       -      Homeland Stores, Inc., a Delaware corporation
       -      Associated Wholesale Grocers, Inc., a Missouri corporation

702 Fir Street, Perry, Oklahoma

25.    Sublease dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)

26.    Memorandum of Sublease dated April 23,1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation
              (Sublandlord)
       -      Homeland Stores, Inc., an Oklahoma corporation (Subtenant)


                                       4
<PAGE>

                                      EXHIBIT "E"
                                           TO
                             INTERCREDITOR AGREEMENT

1.     Non-Competition Agreement, dated August 15, 2001
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

2.     Non-Competition Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

3.     Non-Competition Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)

4.     Non-Competition Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)


<PAGE>

                                   EXHIBIT "F"
                                       TO
                             INTERCREDITOR AGREEMENT

The following property, whether now owned by or owing to, or hereafter acquired
by or arising in favor of Borrower or Parent (including under any trade names,
styles or derivations thereof), and whether owned or consigned by or to, or
leased from or to, Borrower or Parent, and regardless of where located:

1.       All equipment, as such term is defined in the Uniform Commercial Code
         (the "CODE"), now owned or hereafter acquired by any Borrower, wherever
         located and, in any event, including without limitation, all such
         Borrower's machinery and equipment, including store and warehouse
         equipment, coolers, conveyors, machine tools, data processing and
         computer equipment with software and peripheral equipment, and all
         engineering, processing and manufacturing equipment, office machinery,
         furniture, supplies, materials handling equipment, tools, attachments,
         accessories, automotive equipment, trailers, trucks, forklifts, molds,
         dies, stamps, motor vehicles, rolling stock and other equipment of
         every kind and nature, trade fixtures (whether affixed or not affixed
         to the real property) and fixtures not forming a part of real property,
         all whether now owned or hereafter acquired, and wherever situated,
         together with all additions and accessions thereto, replacements
         therefor, all parts therefor, all substitutes for any of the foregoing,
         fuel therefor, and all manuals, drawings, instructions, warranties and
         rights with respect thereto, and all products and proceeds thereof and
         condemnation awards and insurance proceeds with respect thereto.

2.       All fixtures as such term is defined in the Code, now owned or
         hereafter acquired by either Borrower or Parent

3.       Any and all causes of action pursuant to Sections 542, 543, 544, 545,
         547, 548 or 553 of the Bankruptcy Code and the proceeds therefrom.

4.       All equity, deposits, credits, sums and indebtedness of any kind or
         description, whatsoever, at any time owed by AWG to either Borrower or
         Parent or at any time standing in the name of or to the credit of
         either AWG on the books and/or records of Borrower or Parent, including
         without limitation, capital stock, members deposit certificates,
         patronage refund certificates, members savings, direct patronage or
         year-end patronage.

5.       To the extent not otherwise included, all Proceeds and products of the
         foregoing and all accessions to, substitutions and replacements for,
         and rents and profits of, each of the foregoing. "Proceeds" shall mean
         "proceeds," as such term is defined in the Code and, in any event,
         shall include (a) any and all proceeds of any insurance, indemnity,
         warranty or guaranty payable to Borrower or Parent from time to time
         with respect to any of the foregoing, (b) any and all payments (in any
         form


<PAGE>

         whatsoever) made or due and payable to any Borrower from time to time
         in connection with any requisition, confiscation, condemnation, seizure
         or forfeiture of all or any part of the foregoing by any governmental
         authority (or any person acting under color of governmental authority),
         (c) any claim of Borrower or Parent against third parties (i) for past,
         present or future infringement of any patent or patent license, or (ii)
         for past, present or future infringement or dilution of any copyright,
         copyright license, trademark or trademark license, or for injury to the
         goodwill associated with any trademark or trademark license, (d) any
         recoveries by Borrower or Parent against third parties with respect to
         any litigation or dispute concerning any of the foregoing, and (e) any
         and all other amounts from time to time paid or payable under or in
         connection with any of the foregoing, upon disposition or otherwise.



                                       2
<PAGE>

                                      EXHIBIT "G"
                                           TO
                            INTERCREDITOR AGREEMENT

1.     Right of First Refusal Agreement, dated August 15, 2001
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

2.     Right of First Refusal Agreement, dated February 29, 2000
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

3.     Right of First Refusal Agreement, dated November 2, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., an Oklahoma corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)

4.     Right of First Refusal Agreement, dated April 23, 1999
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Homeland Holding Corporation, a Delaware corporation (Holding)


<PAGE>

                                   EXHIBIT "H"
                                       TO
                             INTERCREDITOR AGREEMENT

1.     Use Restriction, dated August 15, 2001 [covering various locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

2.     Use Restriction, dated November 2, 1999 [1300 S. York, Muskogee,
       Oklahoma]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)

3.     Use Restriction, dated April 21, 1995 [covering various locations]
       -      Homeland Stores, Inc., a Delaware corporation (Homeland)
       -      Associated Wholesale Grocers, Inc., a Missouri corporation (AWG)



<PAGE>


                                   EXHIBIT 1-2
                   REVOLVING CREDIT LENDER'S DOLLAR COMMITMENT

<Table>
<Caption>
                                       REVOLVING CREDIT    REVOLVING CREDIT
                                            DOLLAR            PERCENTAGE
REVOLVING CREDIT LENDER                   COMMITMENT          COMMITMENT
-----------------------                ----------------    ----------------
<S>                                    <C>                 <C>
Fleet Retail Finance Inc.               $25,000,000.00           100%
</Table>



                                 EXHIBIT 2:2-24

<PAGE>


                                   EXHIBIT 2-9

================================================================================

REVOLVING CREDIT NOTE                                  FLEET RETAIL FINANCE INC.
                                                                           AGENT

================================================================================

Boston, Massachusetts                                             August 15,2001

         FOR VALUE RECEIVED, the undersigned, Homeland Stores, Inc., a Delaware
corporation with its principal executive offices at 2601 NW Expressway,
Suite 1100E, Oklahoma City, Oklahoma 73112 (the "BORROWER") promises to pay to
the order of Fleet Retail Finance Inc., a Delaware corporation with offices at
40 Broad Street, Boston, Massachusetts 02109 (with any subsequent holder, a
"REVOLVING CREDIT LENDER") that amount which the Revolving Credit Lender has
advanced towards the aggregate unpaid principal balance of loans and advances
made to or for the account of the Borrower pursuant to the Revolving Credit
established pursuant to the Loan and Security Agreement of even date (as such
may be amended hereafter, the "LOAN AGREEMENT") between (among others) Fleet
Retail Finance Inc., a Delaware corporation with its offices at 40 Broad Street
Boston, Massachusetts 02109 (in such capacity, the "AGENT"), as agent for the
ratable benefit of (among others) the "Revolving Credit Lender", on the one
hand, and the Borrower, on the other, with interest at the rate and payable in
the manner stated therein.

         This is a "Revolving Credit Note" to which reference is made in the
Loan Agreement and is subject to all terms and provisions thereof. The principal
of, and interest on, this Revolving Credit Note shall be payable as provided in
the Loan Agreement and shall be subject to acceleration as provided therein.
Terms used herein which are defined in the Loan Agreement are used as so
defined.

         The Agents books and records concerning loans and advances pursuant to
the Revolving Credit, the accrual of interest thereon, and the repayment of such
loans and advances, shall be prima facie evidence of the indebtedness hereunder.
The Borrower shall be bound by and obligated on account of any increase or
decrease in the amount of the holder's Revolving Credit Dollar Commitment
notwithstanding that such increase or decrease may not be reflected on this
Revolving Credit Note.

         No delay or omission by the Agent or the Revolving Credit Lender in
exercising or enforcing any of the Agent's or the Revolving Credit Lender's
powers, rights, privileges, remedies, or discretions hereunder shall operate as
a waiver thereof on that occasion  nor on any other occasion.  No waiver of


                                      -1-
<PAGE>

any default hereunder shall operate as a waiver of any other default hereunder,
nor as a continuing waiver.

         The Borrower, and each endorser and guarantor of this Revolving Credit
Note, respectively waives presentment, demand, notice, and protest, and also
waives any delay on the part of the holder hereof. Each assents to any extension
or other indulgence (including, without limitation, the release or substitution
of Collateral) permitted by the Agent with respect to this Revolving Credit Note
and/or any Collateral or any extension or other indulgence with respect to any
other liability or any collateral given to secure any other liability of the
Borrower or any other person obligated on account of this Revolving Credit Note.

         This Revolving Credit Note shall be binding upon the Borrower, and each
endorser and guarantor hereof, and upon their respective heirs, successors,
assigns, and representatives, and shall inure to the benefit of the any
Revolving Credit Lender and its successors, endorsees, and assigns.

         The liabilities of the Borrower, and of any endorser or guarantor of
this Revolving Credit Note, are joint and several, provided, however, the
release by the Agent or the Revolving Credit Lender of any one or more such
person, endorser or guarantor shall not release any other person obligated on
account of this Revolving Credit Note. Each reference in this Revolving Credit
Note to the Borrower, any endorser, and any guarantor, is to such person
individually and also to all such persons jointly. No person obligated on
account of this Revolving Credit Note may seek contribution from any other
person also obligated unless and until all liabilities, obligations and
indebtedness to the Lender of the person from whom contribution is sought have
been satisfied in full.

         This Revolving Credit Note is delivered at the offices of the Agent in
Boston, Massachusetts, shall be governed by the laws of The Commonwealth of
Massachusetts, and shall take effect as a sealed instrument.

         The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agent and the Revolving Credit Lender in
the establishment and maintenance of their respective relationship with the
Borrower contemplated by this Revolving Credit Note, is relying thereon. THE
BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF
THE BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THE BORROWER OR OF ANY OTHER
PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A
TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH ANY AGENT AND/OR ANY LENDER IS
OR BECOMES A PARTY (WHETHER SUCH CASE OR


                                      -2-
<PAGE>

CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT AND/OR ANY LENDER OR IN WHICH
ANY AGENT AND/OR ANY LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR
BETWEEN THE BORROWER, ANY SUCH PERSON, AND ANY AGENT AND/OR ANY LENDER.

                                                           HOMELAND STORES, INC.
                                                                The ("BORROWER")

                                            By:
                                                --------------------------------


                                      -3-
<PAGE>

                                  EXHIBIT 2-11
                                  PRICING GRID

The "Applicable Margin" shall mean initially, the rates for Base Margin Loans
and Eurodollar Loans, set forth in Level 2, below:

<Table>
<Caption>
Level           Performance Criteria      Base Margin Loans       Eurodollar Loans
-----           --------------------      -----------------       ----------------
<S>            <C>                        <C>                     <C>
1               Excess Availability       0%                      2.00%
               greater than or equal
                  to $15,000,000

2               Excess Availability       0.25%                   2.25%
               greater than or equal
                  to $10,000,000 but
                     less than
                    $15,000,000

3               Excess Availability       0.50%                   2.50%
                     less than
                    $10,000,000
</Table>

The Applicable Margin will remain at Level 3 through January 31, 2002. In no
event shall the Applicable Margin be set at Level 1 or Level 2 from the Closing
Date through January 31, 2002 (even if the Excess Availability requirements for
Level 1 or Level 2 have been met). Commencing February 1, 2002, the Applicable
Margin shall be adjusted quarterly as of the first day of each February. May,
August, and November, based upon the average Excess Availability for the
immediately preceding three month period. Upon the occurrence of an Event of
Default, the Applicable Margin shall be immediately increased to the percentages
set forth in Level 3 (even if the Excess Availability requirements for another
Level have been met) and interest shall be determined in the manner set forth in
Section 2.11(f).


<PAGE>


                                   EXHIBIT 3-2

================================================================================

TERM NOTE                                              FLEET RETAIL FINANCE INC.
                                                                           AGENT

================================================================================
Boston, Massachusetts                                            August 15, 2001

        FOR VALUE RECEIVED, the undersigned, Homeland Stores, Inc., a Delaware
corporation with its principal executive offices at 2601 NW Expressway,
Suite 1100E, Oklahoma City, Oklahoma 73112 (the "BORROWER") promises to pay to
the order of Back Bay Capital Funding LLC, a Delaware limited liability company
with offices at 40 Broad Street, Boston, Massachusetts 02109 (with any
subsequent holder, the "TERM LENDER") the principal sum of

                               TEN MILLION DOLLARS
                                   $10,000,000

or such greater or lesser amount as may then be owed on account of the "Term
Loan" as provided in the Loan and Security Agreement of even date (as such may
be amended hereafter, the "LOAN AGREEMENT") between (among others) Fleet Retail
Finance Inc., a Delaware corporation with its offices at 40 Broad Street Boston,
Massachusetts 02109 (in such capacity, the "AGENT"), as agent for the ratable
benefit of (among others) the Term lender, on the one hand and the Borrower, on
the other.

         This is the "Term Note" to which reference is made in the Loan
Agreement and is subject to all terms and provisions thereof. The principal of
this Note shall bear interest at the rate(s) and such interest and the principal
of this Note shall be payable in the times and in the manner provided in the
Loan Agreement. This Note shall likewise be subject to acceleration as provided
therein. Terms used herein which are defined in the Loan Agreement are used as
so defined.

         The Agent's books and records concerning loans and advances pursuant to
the Revolving Credit, the accrual of interest thereon, and the repayment of such
loans and advances, shall be prima facie evidence of the indebtedness hereunder.

         No delay or omission by the Agent in its exercising or enforcing any of
its powers, rights, privileges, remedies, or discretions hereunder shall operate
as a waiver thereof on that occasion nor on


                                      -1-
<PAGE>

any other occasion. No waiver of any default hereunder shall operate as a waiver
of any other default hereunder, nor as a continuing waiver.

        The Borrower, and each endorser and guarantor of this Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on
the part of the holder hereof. Each assents to any extension or other indulgence
(including, without limitation, the release or substitution of collateral)
permitted by the Agent with respect to this Note and/or any collateral given to
secure this Note or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of the Borrower
or any other person obligated on account of this Note.

         This Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective heirs, successors, assigns, and
representatives, and shall Inure to the benefit of the Lender and its
successors, endorsees, and assigns.

         The liabilities of the Borrower, and of any endorser or guarantor of
this Note, are joint and several, provided, however, the release of any one or
more such person, endorser or guarantor shall not release any other person
obligated on account of this Note. Each reference in this Note to the Borrower,
any endorser, and any guarantor, is to such person individually and also to all
such persons jointly. No person obligated on account of this Note may seek
contribution from any other person also obligated
 unless and until all liabilities, obligations and indebtedness to the Term
Lender of the person from whom contribution is sought have been satisfied in
full.

         This Note is delivered at the offices of the Agent in Boston,
Massachusetts, shall be governed by the laws of The Commonwealth of
Massachusetts, and shall take effect as a sealed instrument.


                                      -2-
<PAGE>

        The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agent and the Term Lender respectively
are relying thereon. THE BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY
PRESENT OR FUTURE RIGHT OF THE BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THE
BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT
TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH ANY
AGENT AND/OR THE TERM LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR
CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT AND/OR THE TERM LENDER OR IN
WHICH ANY AGENT AND/OR THE TERM LENDER IS JOINED AS A PARTY LITIGANT), WHICH
CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST
OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND ANY AGENT AND/OR THE TERM LENDER.

                                                           HOMELAND STORES, INC.
                                                                The ("BORROWER")

                                          By:
                                              ----------------------------------


                                      -3-
<PAGE>

                         EXHIBIT 4-3 ADDITIONAL DOCUMENTS

1)       Security Agreement from each of the Guarantors

2)       Trademark Security Agreement from the Borrower

3)       Pledge Agreements from the Borrower, the Parent, and JCH Beverage, Inc.

4)       Blocked Account Agreement

5)       Credit Card Notifications

6)       DDA Notifications

7)       Mortgages/Deeds of Trust on all real estate owned by the Borrower


<PAGE>

                                   Exhibit 5-2

                             (Corporate Information)

Homeland Stores, Inc.

        Organizational No.:   2137888

Affiliates and Subsidiaries of Homeland Stores, Inc.:

        Homeland Holding Corporation
        JCH Beverage, Inc.
        SLB Marketing, Inc.


<PAGE>


                                   Exhibit 5-3

                                  (Trade Names)

Trade Names of Homeland Stores, Inc.:

                Homeland
                Homeland Stores

Person from whom Homeland Stores, Inc. has acquired all of the assets of such
Person.

                Brattain Foods, Inc.


<PAGE>


                                  Exhibit 5-5

                                  (Locations)

<PAGE>
                                                                   As of 5/23/01
                                                                     (78 stores)

                              HOMELAND STORES LIST

<Table>
<Caption>

                                DISTRICT 1 - DAVID BROTHERS - (405) 879-6634
JANICE SMITH (405) 879-6632                                                                     (16 STORES)
-----------------------------------------------------------------------------------------------------------
STORE                 PHONE               ADDRESS            TOWN/CITY           ZIP          MANAGER
-----                 -----               -------            ---------           ---          -------
<S>      <C>        <C>            <C>                       <C>                <C>        <C>
122      405        721-5967       6473 N. Macarthur           OKC              73122      Brent Smith
125      580        234-2922       3828 W. Owen K Garriot      Enid             73703      Shawn Humpert
153      405        524-4221       1108 NW 18th                OKC              73106      Rick Williams
154      405        528-8121       2016 NW 39th                OKC              73118      Becky Schwab
181      405        751-4426       12508 N. May                OKC              73120      Tim Massey
188      405        282-0530       220 E Cleveland             Guthrie          73044      Jane Garrard
195      405        685-7451       4301 S. May                 OKC              73119      Ward Walker
197      405        324-2205       11241 West Reno             Yukon            73099      Barry Webster
204      405        376-4231       115 E. Hwy. 152             Mustang          73064      Dell Ray Thomas
205      405        722-7982       11120 N Rockwell            OKC              73162      Janice Dombos
207      405        840-3468       9320 N Penn                 OKC              73120      Loren Harris
208      405        340-4181       2205 W Edmond Rd            Edmund           73003      Joe Fischer
793      405        722-7770       7001 NW Expressway          OKC              73132      Carl Brown
794      405        526-6342       2121 NW 23rd                OKC              73107      Rodney Moham
851      580        336-5316       702 Fir                     Perry            73077      Tracey Sanders
888      405        330-7200       24 E. 33rd                  Edmond           73013      Tommie Wright


<Caption>

                                DISTRICT 2 - WAYNE MCCORMICK - (405) 879-8636
JANICE SMITH (405) 879-6632                                                                     (17 STORES)
-----------------------------------------------------------------------------------------------------------
STORE                 PHONE               ADDRESS            TOWN/CITY           ZIP          MANAGER
-----                 -----               -------            ---------           ---          -------
<S>      <C>        <C>            <C>                       <C>                <C>        <C>
 26      405        224-2662       520 Minnesota             Chickasha          73018      Lewis Lacer
101      405        364-9244       1100 W Main               Norman             73069      Val Schlueter
105      405        794-4978       1315 N Eastern Ave        Moore              73160      Larry Harris
127      405        224-2538       759 W Grand Ave           Chickasha          73018      Graylen Pierce
146      405        382-5135       1701 N Milt Phillip       Seminole           74868      Jon Mackey
161      580        223-1055       510 N Commerce            Ardmore            73401      Clint Chadwick
163      405        670-3858       4308 SE 44th              OKC                73135      David Hardy
178      405        238-7550       505 S Chickasaw           Pauls Valley       73075      Tim Bickell
182      580        255-1048       1401 Beech Ave            Duncan             73533      Robert Lash
183      405        946-9539       3020 NW 18th              OKC                73107      Tom McAnulty
192      405        632-9731       415 SW 59th               OKC                73109      Steve Bute
193      580        536-6062       301 NW 67th               Lawton             73505      Kenny Wing
196      405        275-1898       2705 N. Harrison          Shawnee            74801      Dennis Kluding
200      405        321-7048       1724 W Lindsey Rd         Norman             73069      Bob Myers
795      580        248-5335       1202 NW 40th              Lawton             73505      Kevin Ezell
796      405        378-3900       10700 S. Penn             OKC                73170      Larry Morris
887      405        682-3800       2213 SW 74th              OKC                73159      Mark Titsworth


<Caption>

                                DISTRICT 3 - JACK VANDERSLICE - (806) 359-8521
EMMA ORTIZ (806) 359-8521                                                                       (15 STORES)
-----------------------------------------------------------------------------------------------------------
STORE                 PHONE               ADDRESS            TOWN/CITY           ZIP          MANAGER
-----                 -----               -------            ---------           ---          -------
<S>      <C>        <C>            <C>                       <C>                <C>        <C>
141      580        338-8216       1402 N Main               Guymon             73942      Larry Buehler
145      620        225-2981       1800 Central              Dodge City, KS     67801      George Hobbs
148      580        323-0135       1212 Choctaw              Clinton            73601      Steve Toelie
164      580        327-4087       706 Flynn                 Alva               73717      Randy Hamilton
167      580        256-3143       1310 Oklahoma Ave         Woodward           73801      Chris Mathes
170      580        225-0322       412 W Third               Elk City           73644      Byron Schreck
529      806        352-5114       3405 S Georgia            Amarillo, TX       79109      Raymond Gaitan
582      806        935-6895       230 W First               Dumas, TX          79029      Jeremy Gosnell
587      806        273-3151       101 W 10th                Borger, TX         79007      Roxann Deskin
600      806        358-6400       7302 SW 34th              Amarillo, TX       79121      Ray Hensley
601      806        354-0235       4111 Plains               Amarillo, TX       79106      Rex Hensley
603      806        383-5601       3505 NE 24                Amarillo, TX       79107      Dennis Cowan
604      806        655-1038       202 N 23rd                Canyon, TX         79015      Scott Clark
605      806        364-2995       535 N 25 Mile Ave         Hereford, TX       79045      Richard Selmon
677      806        358-7696       5811 S Western            Amarillo, TX       79110      Mark Condrem

<Caption>

                                DISTRICT 4 - GEORGE HULSEY - (918) 585-3893
SHARON SULLIVAN (918) 585-3893                                                                  (13 STORES)
-----------------------------------------------------------------------------------------------------------
STORE                 PHONE               ADDRESS            TOWN/CITY           ZIP          MANAGER
-----                 -----               -------            ---------           ---          -------
<S>      <C>        <C>            <C>                       <C>                <C>        <C>
503      918        582-1488       1110 S Denver             Tulsa              74119      Dennis Poston
515      918        333-4310       915 S. Madison            Bartlesville       74003      Jason Leonard
528      918        369-5558       12011 S Memorial          Bixby              74008      Richard Ferrania
545      918        437-2587       12572 E 21st St.          Tulsa              74129      Jerry Hunt
563      918        336-5732       811 E Frank Phillps Blv.  Bartlesville       74003      Larry McPhillps
578      918        485-5316       700 E Cherokee            Wagoner            74467      Steve Maxwell
850      918        287-4455       316 E Main                Pawhuska           74056      Derrick Potter
852      918        358-3742       305 S. Broadway           Cleveland          74020      David Ellis
853      918        253-4449       1629 S. Main              Jay                74346      Jeff Peterson
854      580        363-3294       310 S. Main               Blackwell          74631      Gary McMartin
855      918        623-2171       106. S. Division          Okemah             74859      Larry Bower
856      918        273-2926       813 E Cherokee            Nowata             74048      Patti Helf
857      918        482-3218       PO Box 1467               Haskell            74436      Aaron Dipboya
</Table>
<PAGE>
                                                                   As of 5/25/01
                                                                     (78 stores)

                              HOMELAND STORES LIST


<Table>
<Caption>
                                DISTRICT 5 - FRED LARKIN (918) 585-3894

SHARON SULLIVAN (918) 585-3892                                                                              (17 STORES)
-----------------------------------------------------------------------------------------------------------------------
STORE                PHONE                ADDRESS                 TOWN/CITY           ZIP                 MANAGER
-----                -----                -------                 ---------           ---                 -------
<S>       <C>       <C>            <C>                           <C>                 <C>            <C>
 102      918       252-3617       8922 S Memorial               Tulsa               74133          Mel Hayes

 457      918       743-1435       3948 S Peoria                 Tulsa               74105          Dayle O'Dell

 495      918       652-8753       310 W Trudgeon                Henryetta           74437          Devin Chancey

 502      918       743-5609       2235 E 61st. St.              Tulsa               74105          Walter Meisenheimer

 538      918       825-5795       504 E Graham                  Pryor               74361          Tom Egbert

 549      918       245-7414       400 Plaza Court               Sand Spgs           74063          Frank Paschal

 550      918       836-4519       6402 E Pine                   Tulsa               74115          Gerry Riley

 553      918       583-1686       575 N Gilcrease Msm R         Tulsa               74127

 561      918       258-4222       708 S Aspen                   Broken Arrow        74012

 567      918       744-4414       3139 S Harvard                Tulsa               74135          J.W. Ray

 573      918       266-5735       19302 E Admiral Blvd          Tulsa               74015          Steve Fideline

 574      918       355-2289       2351 E Kenosha                Broken Arrow        74012          Paul Horner

 778      918       241-3748       4001 S 97th Highway           Sand Spgs.          74063          Chuck Jefferson

 880      918       687-6151       3115 West Okmulgee            Muskogee            74401          John Knecht

 881      918       683-2854       1300 York                     Muskogee            74403          Lee Smith

 882      918       682-2111       800 East Okmulgee             Muskogee            74403          Jim Rouse

 883      918       682-2813       6 East Shawnee                Muskogee            74403          Teddisu Spriggs
</Table>

REPORT BY: OKC DISTRICT OFFICE
storelist.xls
<PAGE>
HOMELAND STORES, INC.
LANDLORD LISTING AS OF 7/31/01
<Table>
<Caption>
FREQUENCY       CAP/OP  STR #   LANDLORD/PAYEE
---------       ------  -----   --------------
<S>             <C>     <C>     <C>
MONTHLY           O        26   SWIG INVESTMENT COMPANY
                                MILLS BUILDING
                                220 MONTGOMERY ST., 20TH FLR.
                                SAN FRANCISCO, CA 94104

MONTHLY           O       101   BANCFIRST
                                ATTN: NOTE WINDOW
                                P.O. BOX 988
                                NORMAN, OK 73070

MONTHLY           O       101   STERR'S FOODS, INC.
                                1320 BROOKSIDE DRIVE
                                NORMAN, OK 73072

MONTHLY           O       122   SAUL HOLDINGS L.P.
                                P.O. BOX 64288
                                BALTIMORE, MD 21264-4288

MONTHLY           O       125   UNITED STATES BEEF CORPORATION
                                ATTN: JOAN WOOD
                                4923 E. 49TH ST.
                                TULSA, OK 74135

MONTHLY           O       127   GRANDVIEW, LTD.
                                CARL POJEZNY
                                5900 MOSTELLER DRIVE, SUITE 1700
                                OKLAHOMA CITY, OK 73112

MONTHLY           O       141   A&D PROPERTIES, L.L.C.
                                1406 N. MAIN
                                P.O. BOX 1185
                                GUYMON, OK 73942

QUARTERLY         O       145   ROBERT WEIGEL AND JOANN WEIGEL
                                C/O REALTY TRUST GROUP
                                2300 S. 48TH, SUITE 1
                                LINCOLN, NE 68506

MONTHLY           O       146   BROADLAND PROPERTIES
                                ATTN: DON BROADLAND
                                3535 E. 66TH ST.
                                TULSA, OK 74138

MONTHLY           O       148   SUSAN SANDELMAN, TRUSTEE JASAN TRUST
                                C/O. KIN PROPERTIES
                                77 TARRYTOWN ROAD, SUITE 100
                                WHITE PLAINS, NY 10607-1620

SEMI-ANNUAL       O       151   CRAWFORD D. BENNETT
                                BOATMEN'S ACCOUNT 2061283
                                P.O. BOX 25189
                                OKLAHOMA CITY, OK 73125

MONTHLY           O       151   HARRISON LEVY, JR.
                                C/O HARRISON LEVY CO.
                                5715 N. WESTERN
                                OKLAHOMA CITY, OK 73118

SEMI-ANNUAL       O       153   WARREN BRADLEY F/A/O
                                CUSHMAN FAMILY TRUST
                                ACCT #010-1-141976

MONTHLY           O       154   JO ANN SAVAGE
                                C.P.H MAX HEDGES
                                P.O. BOX 1010
                                BETHANY, OK 73008

MONTHLY           O       161   JOYCE ASSOCIATES - JEFFREY SANDELMAN
                                C/O KIN PROPERTIES
                                77 TARRYTOWN RD., SUITE 100
                                WHITE PLANS, NY 10607

MONTHLY           O       161   LINDA SIMMONS JOHNSTONE
                                625 ROCKFORD ROAD
                                ARDMORE, OK 73401

MONTHLY           O       161   SUSAN SIMMONS
                                2112 E. 23RD ST.
                                TULSA, OK 74114-2906

MONTHLY           O       163   C.B.B. MANAGEMENT CORP., AS AGENT
                                LOCATION #1.0715
                                708 THIRD AVENUE, 28TH FLOOR
                                NEW YORK, NY 10017

MONTHLY           O       164   PROPERTY DEVELOPMENT ASSOCIATES
                                BANK OF AMERICA

</Table>

<PAGE>
HOMELAND STORES, INC.
LANDLORD LISTING AS OF 7/31/01

<Table>
<Caption>
FREQUENCY       CAP/OP  STR #   LANDLORD/PAYEE
---------       ------  -----   --------------
<S>             <C>     <C>     <C>
                                SAFEWAY FILE 30062 - FACILITY NO. 89-5279-01-01
                                POST OFFICE BOX 60000

MONTHLY           O       167   SOONER-SAFE ASSOCIATES
                                C/O. FIRST OXFORD CORPORATION
                                3528 K STREET NW
                                WASHINGTON, D.C. 20007


QUARTERLY         O       169   LIONEL H. UHLMANN OR ANN W. HULMANN
                                ATT: MARGARET GEORGIAS
                                13245 RIVERSIDE DR., SUITE 500
                                SHERMAN OAKS, CA 91423

MONTHLY           O       170   CENTER CORPORATION
                                C/O HELMERICH & PAYNE
                                1579 E. 21ST ST.
                                TULSA, OK 74114-2906

SEMI-ANNUAL       O       174   PROPERTY DEV ASSOC ACCT 52800101
                                BANK OF AMERICA/SAFEWAY FILE NO. 30062
                                P.O. BOX 60000
                                SAN FRANCISCO, CA 94160-0001

MONTHLY           O       178   NATIONAL REALTY DEVELOPMENT CORP.
                                3528 K STREET, N.W.
                                WASHINGTON, D.C. 20007

MONTHLY           O       181   BONIUK INTERESTS, LTD.
                                1111 HERMANN DRIVE, SUITE 29E
                                HOUSTON, TX 77004

MONTHLY           O       182   SWIG INVESTMENT COMPANY
                                MILLS BUILDING
                                220 MONTGOMERY ST., 20TH FLR.
                                SAN FRANCISCO, CA 94014

MONTHLY           O       183   PROPERTY DEV ASSOC ACCT 52800101
                                BANK OF AMERICA/SAFEWAY FILE NO. 30062
                                P.O. BOX 60000
                                SAN FRANCISCO, CA 94160-0001

MONTHLY           O       192   SUNWAY ASSOCIATES LTD. PARTNERSHIP
                                P.O. BOX 642704
                                PITTSBURGH, PA 15264-2704

MONTHLY           O       195   BILLY E. ROWLAND & PATSY A. ROWLAND
                                3129 SW 44TH
                                OKLAHOMA CITY, OK 73109

MONTHLY           O       195   GENE A. ROWLAND & EVELYN B. ROWLAND
                                3109 SW 44TH
                                OKLAHOMA CITY, OK 73109

MONTHLY           O       196   SHAWNEE AFFILIATES LTD. PARTNERSHIP
                                ATTN: TOM FREEMAN
                                6010 N. VILLA
                                OKLAHOMA CITY, OK 73112-7195

SEMI-ANNUAL       O       197   FOOD LION, INC.
                                ATTN: REAL ESTATE DEPT.
                                P.O. BOX 75607
                                CHARLOTTE, NC 28275

SEMI-ANNUAL       O       200   HOLLYWOOD CORPORATION
                                ATTN: LYNN D. FOREMAN
                                210 PARK AVENUE, SUITE 1000
                                OKLAHOMA CITY, OK 73102

MONTHLY           O       204   MALEASE 15 SAFE CORP
                                C/O LAWRENCE KADISH REAL ESTATE
                                135 JERICHO TURNPIKE
                                WESTBURY, NY 11568

MONTHLY           O       204   N B D BANK N.A.
                                J. MICHAEL BANAS, CORP. TRUST ADM.
                                611 WOODWARD AVE.
                                DETROIT, MI 48226

MONTHLY           O       206   WARWICK CROSSING, L.L.C.
                                P.O. BOX 270248
                                OKLAHOMA CITY, OK 73137-0248

MONTHLY           O       207   MVP LIMITED PARTNERSHIP
                                ATTN: EVE PATTERSON, PROPERTY MGR.
                                210 PARK AVENUE, SUITE 1000
                                OKLAHOMA CITY, OK 73102

MONTHLY                   207   CASADY MERCHANT'S ASSOCIATION
                                P.O. BOX 221095
</Table>
<PAGE>
HOMELAND STORES, INC.
LANDLORD LISTING AS OF 7/31/01
<Table>
<Caption>
FREQUENCY     CAP/OP     STR #     LANDLORD/PAYEE
---------     ------     -----     --------------
<S>           <C>        <C>       <C>
                                   OKLAHOMA CITY, OK 73156

MONTHLY         O         457      RGF-41
                                   NANCY FELDMAN, C/O R.G. FELDMAN
                                   SUITE 100 PARK CENTRE, 526 S. MAIN
                                   TULSA, OK 74103-4409

MONTHLY         O         502      FARHA REALTY TRUST
                                   P.O. BOX 1080
                                   BRISTOW, OK 74010

MONTHLY         O         503      TWENTY FIRST PROPERTIES, INC.
                                   2121 S. COLUMBIA AVE. - SUITE 650
                                   TULSA, OK 74114-3505

MONTHLY         O         505      FARHA REALTY TRUST
                                   P.O. BOX 1090
                                   BRISTOW, OK 74010

MONTHLY         O         515      FARHA REALTY TRUST
                                   P.O. BOX 1080
                                   BRISTOW, OK 74010

                O         528      TC-94 LIMITED PARTNERSHIP
                                   3314 E. 51ST., SUITE 200A
                                   TULSA, OK 74135

MONTHLY         O         529      AMARILLO HOMEWAY REALTY COMPANY
                                   ATTN; ANDREW SHAPIRO
                                   222 GRAND AVENUE
                                   ENGLEWOOD, NJ 07631

MONTHLY         O         549      SAND SPRINGS ASSOCIATES
                                   C/O DIVERSIFIED INVESTMENTS ASSOCIATES
                                   15 WEST AYLESBURY ROAD - SUITE 700
                                   TIMONIUM, MD 21093

SEMI-ANNUAL     O         549      SAN SPRINGS PLAZA, INC.
                                   C/O BAUER & ASSOCIATES REALTORS
                                   4821 S. SHERIDAN - SUITE 201
                                   TULSA, OK 74145

MONTHLY         O         550      JOHN J. AND MARIE RYAN
                                   C/O FIRST HAWAIIAN BANK TRUST DIV.
                                   P.O. BOX 3200
                                   HONOLULU, HI 96847

MONTHLY         O         553      PAC TRUST UNIT 72
                                   ATTN; ACCTG/TENANT N. 3 PTR5303
                                   HOMELAND P.O. BOX 25008
                                   OKLAHOMA CITY, OK 73125

MONTHLY         O         561      POCO REALTY DEVELOPMENT CORPORATION
                                   P.O. BOX 796
                                   MIDDLEBURG, VA 20118-0796

SEMI-ANNUAL     O         564      NEBF INVESTMENTS
                                   ATTN; ELMA GROSS
                                   1125 15TH STREET, NW, SUITE 401
                                   WASHINGTON D.C. 20005

SEMI-ANNUAL     O         567      RANCH ACRES ASSOCIATES
                                   C/O SC MANAGEMENT CO.
                                   P.O. BOX 1207
                                   SAN BRUNO, CA 940

QUARTERLY       O         573      MALEASE 15 SAFE CORP
                                   C/O LAWRENCE KADISH REAL ESTATE
                                   135 JERICHO TURNPIKE
                                   WESTBURY, NY 11568

MONTHLY         O         573      N B D BANK N.A.
                                   J. MICHAEL BANAS, CORP. TRUST ADM.
                                   611 WOODWARD AVE.
                                   DETROIT, MI 48225

MONTHLY         O         578      FRANK AND DENA BATES, TRUSTEES OF THE
                                   BATES FAMILY TRUST
                                   10836 MARIETTA AVENUE
                                   CULVER CITY, CA 90232

MONTHLY         O         582      VILLA MERCADO PARTNERSHIP
                                   ATTN: JOHN NOTESTINE
                                   P.O. BOX 9565
                                   AMARILLO, TX 79105

MONTHLY         O         587      EBL&S PROPERTY MANAGEMENT
                                   P.O. BOX 57192
                                   PHILADELPHIA, PA 19111-7192
</Table>
<PAGE>
HOMELAND STORES, INC.

LANDLORD LISTING AS OF 7/31/01

<Table>
<Caption>
FREQUENCY     CAP/OP     STR #     LANDLORD/PAYEE
---------     ------     -----     --------------
<S>           <C>        <C>       <C>
 MONTHLY        O         590      D.J. INVESTMENTS
                                   P.O. BOX 69
                                   BERGENFIELD, NJ 07621

 MONTHLY       C/O        600      PILCHERS PROPERTY L.P.
                                   7001 PRESTON ROAD, SUITE 200 LB16
                                   DALLAS TX 75205

 MONTHLY        O         601      601 BLDG. RENT PAID BY WIRE TRANSFER
                                   PARKING LOT LEASE: OMNI CAPITAL CORP.
                                   ATTN: W.C. CROUCH

 MONTHLY                  601      ITSM CORPORATION
                                   C/O BAYERISCHE HYPO UND VEREINSBANK AG
                                   NEW YORK BRANCH - 150 E. 42ND STREET
                                   NEW YORK, NY 10017-4579

 MONTHLY        O         603      STANDARD LIFE & ACCIDENT INS. CO.
                                   LOAN NOS. 2211 AND 2217
                                   P.O. BOX 9008
                                   GALVESTON, TX 775

 MONTHLY        O         604      DEUTSCHE BANK - ATTN: STEFAN KRUGER
                                   280 PARK AVENUE - 6E
                                   MAIL STOP NYC 03-0604
                                   NEW YORK, NY 10017

 MONTHLY                  605      AMERICAN BANK
                                   ABA #114903284
                                   FOR CREDIT TO: ROSCHE ONE INTERESTS, L.P.

 MONTHLY        O         778      KLINGHORN, DRIVE, HOUGH & COMPANY
                                   LOAN NUMBER 2127
                                   P.O. BOX 4346, DEPT. 476
                                   HOUSTON, TX 77210-4346

 MONTHLY        O         778      SPRING VILLAGE SHOPPING CENTER
                                   (CAM PAYMENT ONLY)

 MONTHLY        O         793      FLEMING COMPANIES, INC.
                                   ATTN: LENORE T. GRAHAM, ESQUIRE
                                   6301 WATERFORD BOULEVARD, P.O. BOX 26647
                                   OKLAHOMA CITY, OK 73126

 MONTHLY        O         794      FLEMING COMPANIES, INC.
                                   ATTN: LENORE T. GRAHAM, ESQUIRE
                                   6301 WATERFORD BOULEVARD, P.O. BOX 26647
                                   OKLAHOMA CITY, OK 73126

 MONTHLY        O         795      FLEMING COMPANIES, INC.
                                   ATTN: LENORE T. GRAHAM, ESQUIRE
                                   6301 WATERFORD BOULEVARD, P.O. BOX 26647
                                   OKLAHOMA CITY, OK 73126

 ANNUAL         O         796      FLEMING COMPANIES, INC.
                                   ATTN: LENORE T. GRAHAM, ESQUIRE
                                   6301 WATERFORD BOULEVARD, P.O. BOX 26647
                                   OKLAHOMA CITY, OK 73126

 MONTHLY        O         850      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         851      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         852      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         853      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         854      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         855      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
</Table>
<PAGE>
HOMELAND STORES, INC.

LANDLORD LISTING AS OF 7/31/01

<Table>
<Caption>
FREQUENCY     CAP/OP     STR #     LANDLORD/PAYEE
---------     ------     -----     --------------
<S>           <C>        <C>       <C>
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         856      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         857      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         880      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         881      JOHNSON ENTERPRISES HOLDING COMPANY
                                   1310 SOUTH YORK
                                   MUSKOGEE, OK 74403

 ANNUAL         O         882      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         883      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         883      ZIMMERMAN REALTY
                                   1943 UNIVERSITY AVENUE
                                   ST. PAUL, MN 55104

 MONTHLY        O         886      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         887      ASSOCIATED WHOLESALE GROCERS
                                   P.O. BOX 2932
                                   KANSAS CITY, KS 66110-2932
                                   DO NOT PAY - BILLED DIRECT FROM AWG

 MONTHLY        O         6970     JUDITH L. TRAUB, EXECUTRIX
                                   ESTATE OF LOLA L. LAWRENCE, DECEASED
                                   5112 N. MILITARY
                                   OKLAHOMA CITY, OK 73118

 MONTHLY        O         7000     KAISER-FRANCIS OIL COMPANY
                                   2601 NW EXPRESSWAY - SUITE 205 WEST
                                   OKLAHOMA CITY, OK 73112

 MONTHLY        O         7006     COMMERCIAL WAREHOUSE CO.
                                   3815 NORTH SANTA FE
                                   OKLAHOMA CITY OK 73118
</Table>
<PAGE>
                                 Exhibit 5-6(a)

                                 (Encumbrances)

Liens and security interests of Associated Wholesale Grocers, Inc.

Liens and security interests of National Bank of Canada(1)

Liens for taxes, assessments and governmental charges not yet due

Security Interests relating to capital leases on Exhibit 5-10

Security Interests relating to consigned inventory on Exhibit 5-6(a)

Statutory landlord's liens on property located in Texas

Zoning restrictions, easements, licenses, covenants, restrictions on the use of
real property which do not materially impede the use of property in the normal
operations of Homeland Stores, Inc.


----------

   (1) To be paid off at closing.
<PAGE>


                                 Section 5-6(b)

                                 (Consignments)

<PAGE>
                              HOMELAND STORES, INC.
                     GENERAL ELECTRIC CONSIGNMENT INVENTORY



<Table>
<Caption>

        STORE #          CITY                   BALANCE                          STORE #          CITY                   BALANCE
        -------          ----                   -------                          -------          ----                   -------
<S>     <C>              <C>                    <C>                      <S>     <C>              <C>                    <C>
 1        026            Chickasha                2,000                  40        529            Amarillo                 2,400
 2        101            Norman                   1,600                  41        538            Pryor                    2,400
 3        102            Tulsa                    3,200                  42        545            Tulsa                    3,200
 4        105            Moore                    2,400                  43        549            Sand Springs             2,400
 5        122            OKC                      2,400                  44        550            Tulsa                    2,400
 6        125            Enid                     3,200                  45        553            Tulsa                    2,400
 7        127            Chickasha                1,600                  46        561            Broken Arrow             3,200
 8        141            Guymon                   1,200                  47        563            Bartlesville             2,400
 9        145            Dodge City                 800                  48        567            Tulsa                    2,400
10        146            Seminole                 2,400                  49        573            Tulsa                    2,400
11        148            Clinton                  1,200                  50        574            Broken Arrow             4,200
12        153            OKC                      2,400                  51        578            Wagoner                  2,400
13        154            OKC                      1,800                  52        582            Dumas                    2,400
14        161            Ardmore                  2,400                  53        587            Borger                   1,800
15        163            OKC                      2,400                  54        600            Amarillo                 2,400
16        164            Alva                     2,400                  55        601            Amarillo                 3,000
17        167            Woodward                 1,800                  56        603            Amarillo                 1,800
18        170            Elk City                 2,400                  57        604            Canyon                   2,400
19        178            Pauls Valley             2,400                  58        605            Hereford                 2,400
20        181            OKC                      1,600                  59        677            Amarillo                 2,400
21        182            Duncan                   2,400                  60        778            Sand Springs             2,400
22        183            OKC                      2,400                  61        793            Oklahoma City                0
23        188            Guthrie                  1,600                  62        794            Oklahoma City                0
24        192            OKC                      2,400                  63        795            Lawton                       0
25        193            Lawton                   1,800                  64        796            Oklahoma City            1,600
26        195            OKC                      2,400                  65        850            Pawhuska                 1,200
27        196            Shawnee                  1,600                  66        851            Perry                    2,400
28        197            Yukon                    1,600                  67        852            Cleveland                1,600
29        200            Norman                   1,800                  68        853            Jay                      2,400
30        204            Mustang                  1,600                  69        854            Blackwell                2,400
31        206            OKC                      2,400                  70        855            Okemah                   1,800
32        207            OKC                      2,800                  71        856            Nowata                   1,600
33        208            Edmond                   2,400                  72        857            Haskell                  1,600
34        457            Tulsa                    2,400                  73        880            Muskogee                     0
35        495            Henryetta                2,400                  74        881            Muskogee                     0
36        502            Tulsa                    2,400                  75        882            Muskogee                     0
37        503            Tulsa                    1,800                  76        883            Muskogee                     0
38        515            Bartlesville             2,000                  77        886            Edmond                       0
39        528            Bixby                    2,400                  78        887            Oklahoma City                0
                                                                                                                         -------
                                                                               Grand Total                               151,800
                                                                                                                         =======
</Table>

<PAGE>

                                   Exhibit 5-7

                                 (Indebtedness)


Indebtedness to Associated Wholesale Grocers, Inc.

Other indebtedness listed on the attachment.

<PAGE>
<Table>
<Caption>
                                                           Actual             Estimated
                                                           As of                As of
                                                          07/14/01             08/11/01
                                                       --------------       --------------
<S>                                                    <C>                  <C>
Indebtedness:
  National Bank of Canada:
     Term Loan                                           7,028,449.67         7,028,449.67
     Working Capital Facility                           29,635,947.87        25,611,729.13
     Letter of Credit -- Midwest Payment Systems            30,000.00            30,000.00
                                                       --------------       --------------
  Total National Bank of Canada                         36,694,397.54        32,670,178.80

  Associated Wholesale Grocers, Inc.                     9,552,161.65         9,437,136.03

  Indenture                                             60,000,000.00        60,000,000.00

  Capital Lease Obligations:
     Store #600                                          1,071,106.95         1,066,164.29
     GE Capital -- Equipment                             1,148,547.60         1,116,871.94
     IBM -- Equipment                                       20,966.92            10,625.57
     Mellon U.S. Leasing -- Equipment                            0.00                 0.00
                                                       --------------       --------------
  Total Capital Lease Obligations                        2,240,621.47         2,193,661.80

  Notes Payable:
     Texas Comptroller                                      57,576.21            57,576.21
     Internal Revenue Service                               51,702.95            46,440.06
                                                       --------------       --------------
  Total Notes Payable                                      109,279.16           104,016.27
                                                       --------------       --------------
  Total Indebtedness                                   108,596,459.82       104,404,992.90
                                                       ==============       ==============
</Table>
<PAGE>


                                  Exhibit 5-8

                                  (Insurance)
<PAGE>
                            CERTIFICATE OF INSURANCE



                                  [ILLEGIBLE]
<PAGE>
                            CERTIFICATE OF INSURANCE



                                  [ILLEGIBLE]
<PAGE>
                                  Exhibit 5-10

                                (Capital Leases)

<PAGE>
<Table>
<Caption>
                                                   Actual           Estimated
                                                   As of              As of
                                                 07/14/01           08/11/01
                                               ------------       ------------
<S>                                            <C>                <C>
Capital Lease Obligations:
     Store #600                                1,071,106.95       1,066,164.29
     GE Capital -- Equipment                   1,148,547.60       1,116,871.94
     IBM -- Equipment                             20,966.92          10,625.57
     Mellon U.S. Leasing -- Equipment                  0.00               0.00
                                               ------------       ------------
Total Capital Lease Obligations                2,240,621.47       2,193,661.80
                                               ============       ============
</Table>

<PAGE>
                                  Exhibit 5-12

                       (Collective Bargaining Agreements)




Agreement dated August 5, 1996, between United Food & Commercial Workers Union
     and Homeland Stores, Inc., as amended by the Memorandum of Undertaking
     dated August 1, 2001.

Contract dated in August, 1996, by and between Homeland Stores, Inc. and UFCW
     International Union Local No. 1000, UFCW District Union Local Two and Local
     540, as amended by the Memorandum of Agreement dated August 1, 2001.

Articles of Agreement dated August 4, 1996, by and between Homeland Stores, Inc.
     and Bakery, Confectionary and Tobacco Workers International Union.

<PAGE>
                                  Exhibit 5-16

                             (Multi-Employer Plans)


Prior Multi-Employer Plans:

     United Food & Commercial Workers National Pension Fund
     Kansas City Area Retail Food Store Employees Pension Fund
     Bakers and Confectionary International Pension Fund
     United Food & Commercial Workers Union & Employees Pension Fund
     United Food & Commercial Workers Union Locals 76, 340, 540
          Meat - Oklahoma Group Insurance Administrators
     United Food & Commercial Workers Unions & Employers Midwest Health
          Benefits Fund Local 322
     United Healthcare Inc. Local 322
     South Central United Food & Commercial Workers Health & Welfare Fund
          (Locals 76 and 100)


<PAGE>

                                  Exhibit 5-18

                                  (Litigation)

<PAGE>
  To:  Wayne Peterson                      GL Litigation                 8/13/01
       David Clark

From:  Craig Nelson


<Table>
<Caption>
        Plaintiff           Store #   D/L        Claim#      Incurred                  Expenses                  Total Paid
        ---------           -------   ---        ------      --------                  --------                  ----------
                                                                          Legal        Other        Claim
                                                                          -----        -----        -----
<S>            <C>          <C>      <C>        <C>       <C>           <C>           <C>         <C>          <C>
 1 Rhodes      Aja           598     11/27/96      H      $  7,500.00   $  2,541.22   $  658.55    $           $  3,199.77
==========================================================================================================================
 2 Babiak      Mark          151     10/10/97   BV18477   $ 11,500.00   $  3,851.35                            $  3,851.35
 3 Cagle       Bill          146     10/12/97   BV18502   $ 30,000.00   $ 18,321.60                            $ 18,321.60
 4 Ebert       Lynn          574     10/9/97              $     --      $     --                               $     --
 5 Hill        Nancy         553     9/15/97    BPF5962   $  9,500.00   $  3,974.37                            $  3,974.37
==========================================================================================================================
 7 Davis       Alma          550     10/5/98    AXH8137   $  7,500.00   $  2,546.33                            $  2,546.33
 8 Dugger      Tereasa       495     4/30/98    BKT4075   $  9,500.00   $  6,663.40   $1,574.40                $  8,237.80
 9 Inbody      Billie        578     5/16/98    BKT6110   $ 10,000.00   $    933.51                            $    933.51
10 Powell      Mary Louise   208     1/21/98    BPF5968   $ 23,500.00   $  9,090.39                            $  9,090.39
11 Stafford    Darlene       208     8/12/98    BHC7697   $ 10,000.00   $  3,781.43   $   50.00                $  3,831.43
12 Tatum       Patricia      563     6/20/98    BHC0768   $  9,000.00   $    874.59                            $    874.59
13 VanErmen    Louis         174     8/7/98     BHC7161   $140,000.00   $ 22,486.92   $1,252.58    $100,000*   $ 23,739.50
==========================================================================================================================
14 Bushnell    Judy          163     4/6/99      12305    $  5,500.00   $  4,865.34   $  275.00                $  5,140.34
15 Helm        Margaretta    778     9/8/99               $  3,500.00   $                                      $     --
16 McClain     Oma           154     10/9/99              $    400.00   $                                      $     --
17 Peoples     Lucille       495     9/26/99     15573    $  9,744.39   $  1,744.39   $                        $  1,744.39
18 Ridener     Pam           529     1/1/99      13472    $171,028.30   $ 17,076.19   $                        $ 17,076.19
==========================================================================================================================
19 Hayes       Diana         151     9/8/00      21401    $  8,000.00   $  1,186.44                            $  1,186.44
20 Lee         Michelle      207     7/5/00      21576    $  6,500.00   $    481.09                            $    481.09
21 Thomas      Kenya         207     10/27/00             $  1,000.00   $                                      $     --
22 Truitt      Robt & Nina   153     2/28/00     17960    $  3,000.00   $  2,565.60                            $  2,565.60
==========================================================================================================================
                                                                                                               $     --
    TOTALS                                                $476,672.69   $102,984.16   $3,151.98                $106,136.14
                                                          ======================================               ===========

<Caption>
        Plaintiff                        Cause                 Trial
        ---------                        -----                 -----

<S>            <C>               <C>                         <C>
 1 Rhodes      Aja                        S&F                    x
========================================================================
 2 Babiak      Mark                   Tripped/mat
 3 Cagle       Bill                       S&F                Def verdict
 4 Ebert       Lynn                       S&F
 5 Hill        Nancy               Held against will
========================================================================
 7 Davis       Alma                 Struck by cart               x
 8 Dugger      Tereasa                    S&F                    x
 9 Inbody      Billie                     S&F                    x
10 Powell      Mary Louise            Tripped/mat                x
11 Stafford    Darlene           Hit/piece of display
12 Tatum       Patricia                   S&F
13 VanErmen    Louis                      S&F                 On appeal
========================================================================
14 Bushnell    Judy                  Tripped/curb                x
15 Helm        Margaretta                 S&F
16 McClain     Oma                   Fell/sidewalk
17 Peoples     Lucille               S&F/curb-rain               x
18 Ridener     Pam               Fell/hole-parking lot
========================================================================
19 Hayes       Diana                      S&F
20 Lee         Michelle                   S&F
21 Thomas      Kenya               S&F/entrance-rain
22 Truitt      Robt & Nina            Harrassment
========================================================================

    TOTALS

</Table>


*On appeal, not likely to be decided until 05-2002


                                    Summary
<PAGE>
                                  Exhibit 5-19

                                  (Investments)



Shares of Common Stock of JCH Beverage, Inc.

Shares of Common Stock of SLB Beverage, Inc.

Other investments listed on the attachment.

<PAGE>
HOMELAND STORES INC.
INVESTMENTS-YEAR 2001
AS OF 12/29/01


<Table>
<Caption>
                               Issue     # Shares     Value            Total
                               -----     --------     -----            -----
<S>                           <C>        <C>       <C>             <C>
Farm Fresh Stock                              1         10.00             10.00

AWG Capital Stock             04/21/95       15      1,165.00         17,475.00

Farm Fresh 1995                             944          0.00              0.00

Farm Fresh 1996                            1889          0.00              0.00

AWG Patronage Certificates    12/30/95    12875    643,129.61
AWG Patronage Certificates    12/30/95    23858    500,000.00
AWG Patronage Certificates    12/30/95    23859    500,000.00      1,643,129.61
AWG Patronage Certificates    12/28/96    24236    500,000.00
AWG Patronage Certificates    12/28/96    24237    500,000.00
AWG Patronage Certificates    12/28/96    24238    500,000.00
AWG Patronage Certificates    12/28/96    24239    500,000.00
AWG Patronage Certificates    12/28/96    24240    608,994.62      2,608,994.62
AWG Patronage Certificates    12/27/97    24617    500,000.00
AWG Patronage Certificates    12/27/97    24618    500,000.00
AWG Patronage Certificates    12/27/97    24619    500,000.00
AWG Patronage Certificates    12/27/97    24620    898,979.97      2,398,979.97
AWG Patronage Certificates    12/26/98    24971    500,000.00
AWG Patronage Certificates    12/26/98    24972    500,000.00
AWG Patronage Certificates    12/26/98    24973    500,000.00
AWG Patronage Certificates    12/26/98    24974    967,148.40      2,467,148.40
AWG Patronage Certificates    12/25/99    25333    500,000.00
AWG Patronage Certificates    12/25/99    25333    500,000.00
AWG Patronage Certificates    12/25/99    25334    500,000.00
AWG Patronage Certificates    12/25/99    25335    500,000.00
AWG Patronage Certificates    12/25/99    25336    607,405.43      2,607,405.43
AWG Patronage Certificates    12/30/00    25667    500,000.00
AWG Patronage Certificates    12/30/00    25668    500,000.00
AWG Patronage Certificates    12/30/00    25669    500,000.00
AWG Patronage Certificates    12/30/00    25670    655,542.92      2,155,542.92

        Total 2001                                                13,898,685.95
                                                                  =============
</Table>


<PAGE>
                 Homeland Holding Corporation ("The Borrower")
                 REVOLVING LINE OF CREDIT AVAILABILITY AT COST

Fax To: Carrie Smith (817) 434-4310                           Certificate No. 1

<Table>
<Caption>
                                                                                                                         Total
<S>                                                                                      <C>                           <C>
Beginning Inventory at Cost as of        7/28/01
                                                                                                                       ---------
                                   ADD   Receiving/Purchases
                                   MEMO  Retail Sales
                                                                                         ---------
                                   LESS  Cost of Goods Sold
                                         Transfers
                                         Prior Period Adjustments

Ending Inventory at Cost as of:          8/4/01
                                                                                                                       ---------
                                   LESS  Beer & Wine
                                   LESS  Produce
                                   LESS  Meat
                                   LESS  Deli
                                   LESS  Bakery
                                   LESS  Consigned Inventory
                                   LESS  Unsaleable Inventory Returned PRC
                                   LESS  Shrink Reserve 2% of Eligible Inventory

Eligible Inventory                                                                                                              (A)
                                                                                                                       ---------
Advance Rate:(B)
Inventory Availability (A x B)                                                                                                  (C)
                                                                                                                       ---------
Eligible Third Party Receivables & Coupons                                                                                      (D)
                                                                                                                       ---------
Advance Rate:(E)
Third Party Receivables & Coupons Availability (D x E)                                                                          (F)
                                                                                                                       ---------
Real Estate                                                                                                                     (G)
                                                                                                                       ---------
Real Estate Advance Rate:(H)
Real Estate Borrowing Base (G x H)
                                                                                                                       ---------
Less Amortization
Real Estate Availability                                                                                                        (I)
                                                                                                                       ---------
Eligible Leasehold Value                                                                                                        (J)
                                                                                                                       ---------
A/R Advance Rate:(K)
Leasehold Value Borrowing Base (J x K)
                                                                                                                       ---------
Less Amortization
Leasehold Availability                                                                                                          (L)
                                                                                                                       ---------
Total Inventory, A/R and Real Estate, Leasehold Borrowing Base (C + F + I + L)
                                                                                                                       ---------
                                   LESS  Professional Fee Carveout
                                   LESS  PACA Reserve
Subtotal Fleet Retail Finance Borrowing Base
                                                                                                                       ---------
                                   LESS  Availability Covenant (greater of
                                         $3.5MM or 15% of Subtotal FRF Borrowing Base)
                                   LESS  Back Bay Term
Total Fleet Retail Finance Borrowing Base
                                                                                                                       ---------
====================================================================================================================================
</Table>

                            AVAILABILITY CALCULATION

<Table>
<S>                                                                                      <C>                           <C>
Prior Day's Beginning Principal Balance
                                                                                         ---------
                                   ADD   Prior Days Advance
                                   ADD   Fees Charged Today
                                   LESS  Prior Day's Paydown
Prior Day's Ending Principal Balance
                                                                                         ---------
                                   ADD   Est. Accrued Interest Month to Date
Total Loan Balance Prior to request
                                                                                         ---------
Net Availability prior to today's request
                                                                                         ---------
Advance Request
                                                                                         ---------
</Table>

The undersigned represents and warrants that (a) the information set forth above
has been prepared in accordance with the requirements of the Loan and Security
Agreement (the "Loan Agreement") between the Borrower and FRF Inc.; (b) no
"Default" (as defined in the Loan Agreement) is presently in existence; and (c)
if on any day that an advance is made hereunder, any sales tax owned by the
Borrowers is due and payable and remains unpaid, then some or all of such
advance shall be applied to cover the Borrowers' payment of such sales tax.

Authorized Signer
                    ------------------------------------------------

<PAGE>

                                  Exhibit 8-1

                                    (DDA's)
<PAGE>
CASH MANAGEMENT                         HOMELAND STORES, INC.
                                            BANK ACCOUNTS

<TABLE>
<CAPTION>

STORE                                                                                           AREA            AREA
 NO.          BANK NAME                       ADDRESS                   TOWN       ST   ZIP     CODE   PHONE    CODE   FAX
-----         ---------                       -------                   ----       --   ---     ----   -----    ----   ---
<S>    <C>                          <C>                             <C>            <C>  <C>      <C>  <C>       <C>   <C>
 26    First National Bank          302 Chickasha                   Chickasha      OK  73023-1   405  224-2200  405  222-5053
101    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
102    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
105    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
122    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
125    Bank of Oklahoma             P.O. Box 2300                   Tulsa          OK  74192     405  272-2089  405  272-2418
127    First National Bank          302 Chickasha                   Chickasha      OK  73023-1   405  224-2200  405  222-5053
141    City National Bank           P.O. Box 1228                   Guymon         OK  73942     580  338-6561  580  338-1525
145    Fidelity State Bank & Trust  P.O. Box 1120                   Dodge City     KS  67801     316  227-8586  316  227-8024
146    Bancfirst                                                    Seminole       OK            405  382-4647  405
148    First National Bank          P.O. Box 9                      Clinton        OK  73601     580  323-2311  580  323-4327
153    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
154    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
161    Bancfirst                    P.O. Box 26788                  Oklahoma City  OK  73126-0   405  270-1039  405  218-4673
163    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
164    Central National Bank        P.O. Box 687                    Alva           OK  73717     580  327-1122  580  327-1101
167    The Stock Exchange Bank      Box 1008                        Woodward       OK  73802     580  254-7917  580  254-7946
170    Legacy Bank                  P.O. Box 1199                   Elk City       OK  73648     580  225-7000  580  225-7369
178    First United Bank & Trust    P.O. Box 600                    Pauls Valley   OK  73075-0   405  238-3341  405  238-3247
181    First Fidelity Bank          5101 N. Classen Blvd #500       Oklahoma City  OK  73118     405  416-2631  405  416-2666
182    Bancfirst                    P.O. Box 26788                  Oklahoma City  OK  73126-0   405  270-1039  405  218-4673
183    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
188    Bancfirst                    P.O. Box 26788                  Oklahoma City  OK  73126-0   405  270-1039  405  218-4673
192    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
193    Bancfirst                    15 NW 67th                      Lawton         OK  73505     580  250-2015  580  250-2090
195    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
196    Bancfirst                    P.O. Box 26788                  Oklahoma City  OK  73126     405  270-1039  405  218-4673
197    Canadian State Bank          120 S Mustang Rd                Mustang        OK  73069     405  324-9615  405  324-9285
200    First Fidelity Bank          5101 N. Classen Blvd #500       Oklahoma City  OK  73118     405  416-2631  405  416-2666
204    All America Bank             P.O. Box 300                    Mustang        OK  73064     405  376-2465  405  376-2265
206    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
207    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
208    First Fidelity Bank          5101 N. Classen Blvd #500       Oklahoma City  OK  73118     405  416-2631  405  416-2666
457    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
495    American Exchange Bank       P.O. Box 818                    Henryetta      OK  74437     918  652-3321  918  652-7057
502    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
503    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
515    Weststar Bank                121 S. W. 4th Street            Bartlesville   OK  74003     918  337-3000  918  337-3400
528    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
529    Amarillo National Bank       P.O. Box 1611                   Amarillo       TX  79181     806  378-8000  806  378-8234
538    RCB Bank                     P.O. Drawer 8                   Pryor          OK  74361     918  825-4321  918  825-8888
545    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
549    BancFirst                    301 East 2nd                    Sand Springs   OK  74063     918  241-5522  918  241-5555
550    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
553    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
561    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550
563    Weststar Bank                121 S. W. 4th Street            Bartlesville   OK  74003     918  337-3000  918  337-3400
567    Bank of America              OK 1-100-03-02 211 N. Robinson  Oklahoma City  OK  73102     800  979-8260  800  973-2550




<CAPTION>

STORE                                    CONTACT             ACCOUNT        ABA         STORE
 NO.          BANK NAME                   NAME                  NO.         NO.          NO.
-----         ---------                  -------             -------        ---         -----
<S>    <C>
 26    First National Bank         Michelle Hightower       334393        103100467        26
101    Bank of America             Steve Sloan 73236        002862672182  103000017       101
102    Bank of America             Steve Sloan              002862672302  103000017       102
105    Bank of America             Steve Sloan              002862672195  103000017       105
122    Bank of America             Steve Sloan              002862672386  103000017       122
125    Bank of Oklahoma            Pat Heidelberg           208310865     103900036       125
127    First National Bank         Michelle Hightower       234414        103100467       127
141    City National Bank          Deborah Elliott          779255        103103244       141
145    Fidelity State Bank & Trust                          127266        101101730       145
146    Bancfirst                   Dana Pickett             120088617     103003632       146
148    First National Bank         Randy Craven             150932        103101822       148
153    Bank of America             Steve Sloan              002862672218  103000017       153
154    Bank of America             Steve Sloan              002862672221  103000017       154
161    Bancfirst                   Tony Mirrlone            5300151199    103003632       161
163    Bank of America             Steve Sloan              002862672108  103000017       163
164    Central National Bank       Mike Fouts               4368148       103101291       164
167    The Stock Exchange Bank     Elaine Dewald            0385224       103107444       167
170    Legacy Bank                 Connie Clements          800584        103103406       170
178    First United Bank & Trust   Brenda Johnson           2340080       103101961       178
181    First Fidelity Bank         Jan Karcher              1115801327    103002691       181
182    Bancfirst                   Tony Mirrlone            5000027449    103003632       182
183    Bank of America             Steve Sloan              002862672234  103000017       183
188    Bancfirst                   Tony Mirrlone            150878288     103003632       188
192    Bank of America             Steve Sloan              002862672250  103000017       192
193    Bancfirst                   Alice Watson             4005025536    103003632       193
195    Bank of America             Steve Sloan              002862672124  103000017       195
196    Bancfirst                   Tony Mirrlone            0400518651    103003632       196
197    Canadian State Bank         Fran Smith               1034011319    103002617       197
200    First Fidelity Bank         Jan Karcher              1132702616    103002691       200
204    All America Bank            Bob                      589622        103001456       204
206    Bank of America             Steve Sloan              002862672140  103000017       206
207    Bank of America             Steve Sloan              002862672153  103000017       207
208    First Fidelity Bank         Jan Karcher              1142502735    103002691       208
457    Bank of America             Steve Sloan              002862672315  103000017       457
495    American Exchange Bank      Sharlee McClain          031364        103112248       495
502    Bank of America             Steve Sloan              002862672328  103000017       502
503    Bank of America             Steve Sloan              002862672331  103000017       503
515    Weststar Bank               Kim Harris               171782        103100823       515
528    Bank of America             Steve Sloan              002862672357  103000017       528
529    Amarillo National Bank      Cory Ramsey              2232          111300958       529
538    RCB Bank                                             141893        103102643       538
545    Bank of America             Steve Sloan              002862672344  103000017       545
549    BancFirst                   Darla Fleming            60053439      103003632       549
550    Bank of America             Steve Sloan              002862672360  103000017       550
553    Bank of America             Steve Sloan              002865971550  103000017       553
561    Bank of America             Steve Sloan              002862672373  103000017       561
563    Weststar Bank               Kim Addisson             206615        103100823       563
567    Bank of America             Steve Sloan              002862672409  103000017       567
</Table>




<PAGE>
<Table>
<S>           <C>                                <C>                                <C>              <C>  <C>        <C>  <C>
     573      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     574      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     578      First Bank & Trust                 P.O. Box 427                       Wagoner          OK   74467      918 485-2173
     582      Sun Bank                           P.O. Box 1117                      Dumas            TX   79029-1    806 935-7788
     587      Amarillo National Bank - Borge     P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
     600      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
     601      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
     603      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
     604      First State Bank                   P.O. Box 1                         Canyon           TX   79015-0    806 656-6322
     605      First Bank Southwest               P.O. Box 593                       Hereford         TX   79045-0    806 364-2435
     677      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
     778      BancFirst                          301 East 2nd                       Sand Springs     OK   74063      918 241-5522
     793      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     794      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     795      BancFirst                          P.O. Box 26788                     Oklahoma City    OK   73126-0    405 270-1039
     796      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     850      NBC Bank                           P.O. Box 27                        Pawhuska         OK   74056      918 287-4111
     851      Exchange Bank & Trust              P.O. Box 797                       Perry            OK   73077      580 336-5531
     852      The Cleveland Bank                 P.O. Box 8                         Cleveland        OK   74020      918 358-2555
     853      The Delaware Co. Bank              Box 448                            Jay              OK   74346      918 253-4235
     854      Central National Bank              P.O. Box 31                        Blackwell        OK   74631      888 363-2265
     855      Citizens State Bank                P.O. Box 231                       Okemah           OK   74859      918 623-1551
     856      Weststar Bank                      108 N. Maple                       Nowata           OK   74048-2    918 273-3442
     857      The First Bank of Haskell          P.O. Box 128                       Haskell          OK   74436      918 482-5261
     880      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     881      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     882      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     883      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     886      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     887      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
    COLL      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
    COLL      BancFirst                          P.O. Box 26788                     Oklahoma City    OK   73126-0    405 270-1039
    COLL      Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
    COLL      Bank One                           P.O. Box 25848                     OKC              OK   73125      405 231-6974
    COLL      First Fidelity Bank                3535 N.W. 58th St., Ste. 104       Oklahoma City    OK   73122      405 416-2222
     DDA      National Bank of Canada            2121 San Jacinto, Ste. 1850        Dallas           TX   75201      214 871-1264
    DISB      Melton Bank                        c/o NBC
    DISB      National Bank of Canada            2121 San Jacinto, Ste. 1850        Dallas           TX   75201      214 871-1264
     JCH      Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
    UTUAL     Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
    PAYCH     Bank One                           P.O. Box 25848                     Oklahoma City    OK   73125      405 231-6974
    PAR C     Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
   AYR DD     Bank of America                    OK 1-100-03-02 211 N. Robinson     Oklahoma City    OK   73102      800 979-8260
     SD       Bank One                           P.O. Box 25848                     Oklahoma City    OK   73125      405 231-6974
   LB Cch     Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
   LB TAX     Amarillo National Bank             P.O. Box 1611                      Amarillo         TX   79181      806 378-8000
</Table>


<Table>
<S>           <C>                                 <C>  <C>             <C>                  <C>                <C>             <C>
     573      Bank of America                     800  973-2550        Steve Sloan          002862672412     103000017         573
     574      Bank of America                     800  973-2550        Steve Sloan          002862672425     103000017         574
     578      First Bank & Trust                  918  485-2270                             14556            103101165         578
     582      Sun Bank                            806  935-8361                             708879           111322729         582
     587      Amarillo National Bank - Borge      806  378-8234        Cory Ramsey          10098760         111300958         587
     600      Amarillo National Bank              806  378-8234        Cory Ramsey          2267             111300958         600
     601      Amarillo National Bank              806  378-8234        Cory Ramsey          2275             111300958         601
     603      Amarillo National Bank              806  378-8234        Cory Ramsey          2291             111300958         603
     604      First State Bank                    806  655-9830        Greg Houlete         25-197-5         111310870         604
     605      First Bank Southwest                806  363-8046                             300056499        111304828         605
     677      Amarillo National Bank              806  378-8234        Cory Ramsey          43540            111300958         677
     778      BancFirst                           918  241-5555        Darla Fleming        60053421         103003632         778
     793      Bank of America                     800  973-2550        Steve Sloan          002865971327     103000017         793
     794      Bank of America                     800  973-2550        Steve Sloan          002865971330     103000017         794
     795      BancFirst                           405  218-4673        Tony Mirrione        4005036244       103003632         795
     796      Bank of America                     800  973-2550        Steve Sloan          002867957297     103000017         796
     850      NBC Bank                            918  287-2906        Karla Dilbeck        0692-410         103112248         850
     851      Exchange Bank & Trust               580  336-3297        Guyla Workman        2203183          103101628         851
     852      The Cleveland Bank                  918  358-5728        Susie, Lois          123579           103103309         852
     853      The Delaware Co. Bank               918  253-8893        LeAnna Hasting       12633            103107897         853
     854      Central National Bank               580  363-1621        Lou Ann Hutchins     10240505         103100195         854
     855      Citizens State Bank                 918  623-1177        Rhonda               850179           103103105         855
     856      Weststar Bank                       918  273-0059        Tammy Wilson         27625            103100823         856
     857      The First Bank of Haskell           918  482-3817        Linda                4047684          103104201         857
     880      Bank of America                     800  973-2550        Steve Sloan          002863792074     103000017         880
     881      Bank of America                     800  973-2550        Steve Sloan          002863791868     103000017         881
     882      Bank of America                     800  973-2550        Steve Sloan          002863791936     103000017         882
     883      Bank of America                     800  973-2550        Steve Sloan          002863792016     103000017         883
     886      Bank of America                     800  973-2550        Steve Sloan          002865971055     103000017         886
     887      Bank of America                     800  973-2550        Steve Sloan          002865971068     103000017         887
    COLL      Amarillo National Bank              806  378-8234        Cory Ramsey          030068           111300958        COLL
    COLL      BancFirst                           405  218-4673        Tony Mirrione        400518732        103003632        COLL
    COLL      Bank of America                     800  973-2550        Steve Sloan          002862672399     103000017        COLL
    COLL      Bank One                            405  231-7102        Mark Demos           10356700         103000198        COLL
    COLL      First Fidelity Bank                 405                                       1122807292       103000648        COLL
     DDA      National Bank of Canada             214  871-2015        Vicki Leon           604199-001       26005487          DDA
    DISB      Melton Bank                                                                   0297828          111300958        DISB
    DISB      National Bank of Canada             214  871-2015        Vicki Leon           604173-001       26005487         DISB
     JCH      Amarillo National Bank              806  378-8234        Cory Ramsey          74632            111300958         JCH
    UTUAL     Bank of America                     800  973-2550        Steve Sloan          070183449785     111322729       MUTUAL
    PAYCH     Bank One                            405  231-7102        Mark Demos           10244260         103000648       PAY CH
    PAR C     Bank of America                     800  973-2550        Steve Sloan          2863789168       103000017       PAYR CH
   AYR DD     Bank of America                     800  973-2550        Steve Sloan          415200574918     103000017       PAYR DD
     SD       Bank One                            405  231-7102        Mark Demos           10301434         103000648         SD
   LB Chk     Amarillo National Bank              806  378-8234        Cory Ramsey          046620           111300958       SLB CHK
   LB TAX     Amarillo National Bank              806  378-8234        Cory Ramsey          059277           111300958       SLB TAX
</Table>


                                       2
<PAGE>
                                   Exhibit 8-2

                            (Credit Card Assignments)


Agreement for American Express Card Acceptance/Supermarket dated February 19,
1999, by and between American Express Travel Related Services Company and
Homeland Stores, Inc., as amended.

Bank and Merchant Agreement dated October 28, 1999, by and among Fifth Third
Bank, Midwest Payment Systems, Inc. and Homeland Stores, Inc., as amended.

Merchant Services Agreement dated October 4, 1990, by and between Discover Card
Services, Inc. and Homeland Stores, Inc., as amended.