EXHIBIT 10.24




EXECUTION COPY






                           U.S. $173,750,000

                          TERM LOAN AGREEMENT,

                        dated as of March 16, 1998,

                                  among

                        SPECIALTY FOODS CORPORATION,
                             as the Borrower,

                       VARIOUS FINANCIAL INSTITUTIONS,
                          as the Term Loan Lenders,

                         DLJ CAPITAL FUNDING, INC.,
                        as the Syndication Agent and
                   Collateral Agent for the Term Loan Lenders,

                               ABN AMRO BANK N.V.,
              as the Administrative Agent for the Term Loan Lenders,

                                    and

                               SUMMIT BANK,
              as the Documentation Agent for the Term Loan Lenders.




                                ARRANGED BY

                        DONALDSON, LUFKIN & JENRETTE
                           SECURITIES CORPORATION
TABLE OF CONTENTS

SECTION                                                      PAGE

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.1    Defined Terms                                            2
1.2    Use of Defined Terms                                    37
1.3    Cross-References                                        37
1.4    Accounting and Financial Determinations                 37

ARTICLE II
TERM LOAN COMMITMENTS, BORROWING PROCEDURES AND TERM NOTES

2.1    Term Loan Commitments                                   38
2.2    Term Loan Lenders Not Permitted or Required to Make the
Term Loans                                                     38
2.3    Borrowing Procedure                                     38
2.4    Continuation and Conversion Elections                   39
2.5    Funding                                                 39
2.6    Register; Term Notes                                    40

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1    Repayments and Prepayments; Application                 41
3.1.1  Repayments and Prepayments                              41
3.1.2  Application                                             45
3.2    Interest Provisions                                     46
3.2.1  Rates                                                   46
3.2.2  Post-Maturity Rates                                     46
3.2.3  Payment Dates                                           47
3.3    Fees                                                    47

ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1    LIBO Rate Lending Unlawful                              47
4.2    Deposits Unavailable                                    48
4.3    Increased LIBO Rate Loan Costs, etc.                    48
4.4    Funding Losses                                          49
4.5    Increased Capital Costs                                 49
4.6    Taxes                                                   50
4.7    Payments, Computations, etc.                            53
4.8    Sharing of Payments                                     53
4.9    Setoff                                                  54
4.10   Replacement of Term Loan Lenders                        54

ARTICLE V
CONDITIONS TO TERM LOANS

5.1    Term Loans                                              55
5.1.1  Resolutions, etc.                                       55
5.1.2  Loan Documents                                          56
5.1.3  Payment of Outstanding Indebtedness, etc.               56
5.1.4  Borrower Closing Date Certificate                       56
5.1.5  Borrowing Request, etc.                                 57
5.1.6  Borrower Pledge Agreement                               57
5.1.7  Financial Information, etc.                             58
5.1.8  Pro Forma Balance Sheet Certificates                    58
5.1.9  Borrower Security Agreement                             58
5.1.10 Closing Fees, Expenses, etc.                            59
5.1.11 Conditions Precedent to Revolving Credit Agreement.     59
5.1.12 Perfection Certificate                                  59
5.1.13 Accounts                                                59
5.1.14 Establishment of Special Purpose Subsidiary,
       Contribution and Deposit                                60
5.1.15 Opinions of Counsel                                     60
5.1.16 Litigation                                              60
5.1.17 Material Adverse Change                                 60
5.1.18 Consents and Approvals, etc.                            60
5.1.19 Insurance                                               61
5.1.20 Satisfactory Legal Form                                 61

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1    Organization, etc.                                      61
6.2    Due Authorization, Non-Contravention, etc.              61
6.3    Government Approval, Regulation, etc.                   62
6.4    Validity, etc.                                          62
6.5    Financial Information                                   62
6.6    No Material Adverse Change                              63
6.7    Litigation, Labor Controversies, etc.                   63
6.8    Subsidiaries                                            63
6.9    Ownership of Properties                                 63
6.10   Taxes                                                   63
6.11   Pension and Welfare Plans                               63
6.12   Environmental Warranties                                64
6.13   Intellectual Property                                   65
6.14   Regulations G, U and X                                  65
6.15   Solvency                                                66
6.16   Accuracy of Information                                 66
6.17   Seniority of the Obligations and Permitted
       Indebtedness under the Subordinated Note Indenture      66
6.18   Special Purpose Subsidiary                              67
6.19   Concentration and Deposit Accounts                      67

ARTICLE VII
COVENANTS

7.1    Affirmative Covenants                                   67
7.1.1  Financial Information, Reports, Notices, etc.           68
7.1.2  Compliance with Laws, etc.                              71
7.1.3  Maintenance of Properties                               71
7.1.4  Insurance                                               72
7.1.5  Books and Records                                       72
7.1.6  Environmental Covenant                                  72
7.1.7  Additional Collateral                                   73
7.1.8  Rate Protection Agreements                              76
7.1.9  Use of Proceeds                                         77
7.1.10 Independent Corporate Existence                         77
7.1.11 Asset Sale Proceeds Contribution and Deposit            78
7.1.12 Establishment and Administration of Accounts            79
7.1.13 Special Purpose Subsidiary                              81
7.2    Negative Covenants                                      82
7.2.1  Business Activities                                     83
7.2.2  Indebtedness                                            83
7.2.3  Guarantee Obligations                                   85
7.2.4  Liens                                                   86
7.2.5  Financial Covenants                                     88
7.2.6  Investments                                             89
7.2.7  Restricted Payments, etc.                               91
7.2.8  Capital Expenditures, etc.                              93
7.2.9  Receivables Subsidiary                                  93
7.2.10 Take or Pay Contracts                                   93
7.2.11 Consolidation, Merger, etc.                             93
7.2.12 Asset Dispositions, etc.                                94
7.2.13 Optional Prepayments, Purchases and Modification of
       Certain Agreements                                      96
7.2.14 Transactions with Affiliates                            96
7.2.15 Sale and Leaseback                                      97
7.2.16 Stock of Subsidiaries                                   97
7.2.17 Accounting Changes                                      97
7.2.18 Negative Pledges, Restrictive Agreements, etc.          97
7.2.19 Holding Company Status                                  98
7.3    Negative Covenants of Special Purpose Subsidiary        98
7.3.1  Business Activities                                     98
7.3.2  Creation of Indebtedness; Guarantees                    98
7.3.3  Subsidiaries                                            99
7.3.4  Issuance of Stock                                       99
7.3.5  Mergers                                                 99
7.3.6  Other Activities                                        99
7.3.7  Insolvency                                              99
7.3.8  ERISA                                                   99
7.3.9  Dividends                                               99

ARTICLE VIII
EVENTS OF DEFAULT

8.1    Listing of Events of Default                           100
8.1.1  Non-Payment of Obligations                             100
8.1.2  Breach of Warranty                                     100
8.1.3  Non-Performance of Certain Covenants and Obligations   100
8.1.4  Non-Performance of Other Covenants and Obligations     100
8.1.5  Default on Other Indebtedness                          100
8.1.6  Judgments                                              101
8.1.7  Pension Plans                                          101
8.1.8  Change in Control                                      101
8.1.9  Bankruptcy, Insolvency, etc.                           101
8.1.10 Impairment of Security, etc.                           102
8.1.11 Revolving Credit Event of Default.                     102
8.2    Action if Bankruptcy, etc.                             102
8.3    Action if Other Event of Default                       102

ARTICLE IX
THE AGENTS

9.1    Actions                                                103
9.2    Funding Reliance, etc.                                 104
9.3    Exculpation                                            104
9.4    Successor                                              105
9.5    Term Loans by each Agent and the Collateral Agent      106
9.6    Credit Decisions                                       106
9.7    Copies, etc.                                           106
9.8    The Syndication Agent, the Documentation Agent, the
       Administrative Agent and the Collateral Agent          107

ARTICLE X
MISCELLANEOUS PROVISIONS

10.1   Waivers, Amendments, etc.                              107
10.2   Notices                                                108
10.3   Payment of Costs and Expenses                          108
10.4   Indemnification                                        109
10.5   Survival                                               111
10.6   Severability                                           111
10.7   Headings                                               111
10.8   Execution in Counterparts, Effectiveness, etc.         111
10.9   Governing Law; Entire Agreement                        111
10.10  Successors and Assigns                                 112
10.11  Sale and Transfer of Term Loans; Participations in Term
       Loans                                                  112
10.11.1 Assignments                                           112
10.11.2 Participations                                        114
10.12  Other Transactions                                     115
10.13  Forum Selection and Consent to Jurisdiction            115
10.14  Waiver of Jury Trial                                   116
10.15  Confidentiality                                        116
10.16  Liens on Sold Assets                                   117

SCHEDULE I            -   Disclosure Schedule
SCHEDULE II     -   Term Loan Percentages
SCHEDULE III    -   Subsidiaries

EXHIBIT A  -   Form of Term Note
EXHIBIT B  -   Form of Borrowing Request
EXHIBIT C  -   Form of Continuation/Conversion Notice
EXHIBIT D  -   Form of Borrower Closing Date Certificate
EXHIBIT E  -   Form of Compliance Certificate
EXHIBIT F  -   Form of Borrower Pledge Agreement
EXHIBIT G  -   Form of Borrower Security Agreement
EXHIBIT H-1    -    Form of Concentration Account Agreement
EXHIBIT H-2    -    Form of Asset Sale Proceeds Account Agreement
EXHIBIT H-3    -    Form of Collateral Account Agreement
EXHIBIT I  -   Form of Parent Agreement
EXHIBIT J  -   Form of Mortgage
EXHIBIT K  -   Form of Lender Assignment Agreement
EXHIBIT L-1    -    Form of Opinion of New York Counsel to the
               Parent and the Borrower
EXHIBIT L-2    -    Form of Opinion of Secretary and General
               Counsel of the Parent and the Borrower
EXHIBIT L-3    -    Form of Opinion of Local Counsel to the Obligors
EXHIBIT M  -   Form of Exemption Certificate
EXHIBIT N -    Form of Perfection Certificate

TERM LOAN AGREEMENT


     THIS TERM LOAN AGREEMENT, dated as of March 16, 1998, is
among Specialty Foods Corporation, a Delaware corporation (the
"Borrower"), the various financial institutions as are or may
become parties hereto (collectively, the "Term Loan Lenders"),
DLJ Capital Funding, Inc. ("DLJ"), as syndication agent (the
"Syndication Agent"), and as collateral agent (the "Collateral
Agent"), for the Term Loan Lenders, ABN Amro Bank N.V. ("ABN"),
as administrative agent (the "Administrative Agent"), for the
Term Loan Lenders, and Summit Bank, as documentation agent (the
"Documentation Agent"), for the Term Loan Lenders (the
Syndication Agent and the Administrative Agent are sometimes
referred to herein as the "Agents" and each as an "Agent").


W I T N E S S E T H:

     WHEREAS, the Borrower and its existing Subsidiaries (such
capitalized term, and other terms used herein, to have the
meanings provided in Section 1.1) are engaged in the business of
production and distribution of breads, buns, rolls, sweet goods,
cookies and other baked goods and pre-cooked meat and other food
products and operation of retail cafes;

     WHEREAS, the Borrower is a party to a term loan agreement,
dated as of July 17, 1995 (as heretofore amended, modified or
otherwise supplemented, the "Existing Term Loan Agreement"),
among the Borrower, the various financial institutions parties
thereto, and The Chase Manhattan Bank (formerly doing business as
Chemical Bank), as the administrative agent for such financial
institutions;

     WHEREAS, the Revolving Credit Borrowers are parties to a
revolving credit agreement, dated as of August 16, 1993 and
amended and restated as of July 17, 1995 (as heretofore amended,
modified or otherwise supplemented, the "Existing Revolving
Credit Agreement"), among the Revolving Credit Borrowers, the
various financial institutions parties thereto, and The Chase
Manhattan Bank (formerly doing business as Chemical Bank), as the
administrative agent for such financial institutions;

     WHEREAS, the Borrower desires to refinance in full all
outstanding Indebtedness of the Borrower under the Existing Term
Loan Agreement and of the Revolving Credit Borrowers under the
Existing Revolving Credit Agreement;

     WHEREAS, in order to consummate the Refinancing, and subject
to the terms of this Agreement (including Article V), the
Borrower desires to obtain from the Term Loan Lenders a Term Loan
Commitment pursuant to which Borrowings of Term Loans in a
maximum aggregate principal amount not to exceed $173,750,000
will be made to the Borrower on the Closing Date, with all the
proceeds of the Term Loans to be used to consummate the
Refinancing;

     WHEREAS, concurrently with the execution of this Agreement,
the Agents, the Collateral Agent and the Revolving Credit Lenders
will enter into the Revolving Credit Agreement with the Revolving
Credit Borrowers, pursuant to which the Revolving Credit Lenders
will agree to make Revolving Credit Loans from time to time to,
and the Issuer will agree to issue Revolving Credit Letters of
Credit from time to time for the account of, the Revolving Credit
Borrowers, with a portion of the proceeds of the Revolving Credit
Loans to be used to consummate the Refinancing; and

     WHEREAS, the Term Loan Lenders are willing, on the terms and
subject to the conditions hereinafter set forth (including
Article V), to extend such Term Loan Commitments and make such
Term Loans to the Borrower on the Closing Date;

     NOW, THEREFORE, the parties hereto agree as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1  Defined Terms.  The following terms (whether or
not underscored) when used in this Agreement, including its
preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):

     "ABN" is defined in the preamble.

     "Acadia" means Acadia Partners, L.P., a Delaware limited
partnership.

     "Acquisition" means the purchase or acquisition (by
purchase, merger or other form of acquisition) of all or
substantially all the assets, or not less than 100% of the
Capital Stock, of one or more Persons engaged in, or any
operating division, operating unit or line of business located
within the United States constituting, the same or a similar or
related line of baking business to those engaged in by Metz and
its Subsidiaries.

     "Administrative Agent" is defined in the preamble and
includes each other Person as shall have subsequently been
appointed as the successor Administrative Agent pursuant to
Section 9.4 and Section 10.4 of the Revolving Credit Agreement.

     "Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or
any committee with responsibility for administering, any Plan).
A Person shall be deemed to be "controlled by" any other Person
if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis)
having ordinary voting power for the election of directors or
managing general partners; or (b) to direct or cause the
direction of the management and policies of such Person whether
by contract or otherwise.

     "Agents" is defined in the preamble.

     "Agreed-Upon Procedures" means such review procedures as
performed by an Independent Auditor in accordance with any AICPA
guidelines on Reviews of Pro Forma Financial Information (AT 300)
and others to be reasonably specified by the Agents which will
include, without limitation, the following: (i) review of recent
audited or unaudited consolidated  historical and pro forma
financial statements of the Borrower and its Subsidiaries and, if
available, the Person which is the subject of such Acquisition,
(ii) inquiries of appropriate financial and accounting officers
of the Borrower and its Subsidiaries as to the basis for
determining the Pro Forma Adjustments and that all significant
assumptions and effects of the transaction have been reflected in
the Pro Forma Adjustments and (iii) proving the arithmetic
accuracy of the application of such Pro Forma Adjustments to the
historical amounts set forth in the financial statements.

     "Agreement" means, on any date, this Term Loan Agreement as
originally in effect on the Closing Date and as thereafter from
time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

     "Alternate Base Rate" means, for any day and with respect to
all Base Rate Loans, the higher of:  (a) 0.50% per annum above
the latest Federal Funds Rate; and (b) the rate of interest in
effect for such day as most recently publicly announced or
established by the Administrative Agent in Chicago, Illinois, as
its "base rate."  (The "base rate" is a rate set by the
Administrative Agent based upon various factors including the
Administrative Agent's costs and desired return, general economic
conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above or below
such announced rate.)  Any change in the reference rate
established or announced by the Administrative Agent shall take
effect at the opening of business on the day of such
establishment or announcement.

     "Applicable Term Loan Margin" means at all times during the
applicable periods in which the Borrower's Senior Secured
Leverage Ratio (determined by reference to the applicable
Compliance Certificate as set forth below) is as set forth in the
column entitled "Senior Secured Leverage Ratio":  (a) with
respect to the unpaid principal amount of each Base Rate Loan,
the applicable percentage set forth below in the column entitled
"Applicable Term Loan Margin for Base Rate Loans" and (b) with
respect to the unpaid principal amount of each LIBO Rate Loan,
the applicable percentage set forth below in the column entitled
"Applicable Term Loan Margin for LIBO Rate Loans":

                             Applicable Term Loan     Applicable Term Loan
Senior Secured Leverage              Margin                   Margin
         Ratio               for Base Rate Loans      for LIBO Rate Loans
                            ---------------------     --------------------
Less than or equal to                2.50%                3.50%
2.0:1.0
Greater than 2.0:1.0                 2.75%                3.75%

The Senior Secured Leverage Ratio used to compute the Applicable
Term Loan Margin shall be the Senior Secured Leverage Ratio set
forth in the Compliance Certificate most recently delivered by
the Borrower to the Administrative Agent pursuant to clause (g)
of Section 7.1.1.  Changes in the Applicable Term Loan Margin
resulting from a change in the Senior Secured Leverage Ratio
shall become effective upon delivery by the Borrower to the
Administrative Agent of a new Compliance Certificate pursuant to
clause (g) of Section 7.1.1.  If the Borrower shall fail to
deliver a Compliance Certificate within the number of days
required pursuant to clause (g) of Section 7.1.1 (without giving
effect to any grace period), the Applicable Term Loan Margin from
and including the first day after the date on which such
Compliance Certificate was required to be delivered to but not
including the date the Borrower delivers to the Administrative
Agent a Compliance Certificate shall conclusively equal the
highest Applicable Term Loan Margin set forth above.

     "Arranger" means Donaldson, Lufkin & Jenrette Securities
Corporation.

     "Asset Sale" means, with respect to the Parent, the Borrower
or any Subsidiary of the Borrower, the sale, transfer or other
disposition by any such Person to another Person (other than the
Borrower or any wholly owned Subsidiary of the Borrower) of any
property, business or assets, whether real or personal, tangible
or intangible, other than any such sale, transfer or other
disposition of property or assets of the type described in
clauses (a) or (b) of Section 7.2.12.

     "Asset Sale Proceeds" is defined in the paragraph following
clause (c) of Section 7.2.12.

     "Asset Sale Proceeds Account" means the account of the
Special Purpose Subsidiary at LaSalle National Bank at its office
at 135 South LaSalle Street, Chicago, Illinois, into which all
Asset Sale Proceeds shall be deposited and which account shall be
pledged and assigned to the Collateral Agent for the benefit of
the Revolving Credit Lenders.

     "Asset Sale Proceeds Account Agreement" means the Asset Sale
Proceeds Account Agreement executed and delivered by the Special
Purpose Subsidiary pursuant to Section 5.1.13, substantially in
the form of Exhibit H-2 hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

     "Assignee Term Loan Lender" is defined in Section 10.11.1.

     "Authorized Officer" means, relative to the Borrower and any
other Obligor, those of its officers whose signatures and
incumbency shall have been certified to the Administrative Agent,
the Collateral Agent and the Term Loan Lenders pursuant to
Section 5.1.1; provided, that no officer shall qualify as an
Authorized Officer unless such officer has the title of vice
president or above.

     "Base Rate Loan" means a Loan bearing interest at a
fluctuating rate determined by reference to the Alternate Base
Rate.

     "Borrower" is defined in the preamble.

     "Borrower Closing Date Certificate" means the closing date
certificate executed and delivered by the Borrower pursuant to
Section 5.1.4, substantially in the form of Exhibit D hereto.

     "Borrower Pledge Agreement" means the Pledge Agreement
executed and delivered by the Borrower pursuant to Section 5.1.6,
substantially in the form of Exhibit F hereto, as amended,
supplemented, amended and restated or otherwise modified.

     "Borrower Security Agreement" means the Security Agreement
executed and delivered by the Borrower pursuant to Section 5.1.9,
substantially in the form of Exhibit G hereto, as amended,
supplemented, amended and restated or otherwise modified.

     "Borrowing" means the Term Loans of the same type and, in
the case of LIBO Rate Loans, having the same Interest Period made
on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.

     "Borrowing Request" means a Loan request and certificate
duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit B hereto.

     "Boudin" means Andre-Boudin Bakeries, Inc., a California
corporation.

     "Business Day" means (a) any day which is neither a Saturday
or Sunday nor a legal holiday on which banks are authorized or
required to be closed in Houston, Texas, Chicago, Illinois or New
York City, and (b) with respect to Borrowings of, Interest
Periods with respect to, payments of principal and interest in
respect of, and conversions of Base Rate Loans into, LIBO Rate
Loans, any day on which dealings in Dollars are carried on in the
London interbank market.

     "Capital Expenditures" means, for any period, the sum,
without duplication, of (a) the aggregate amount of all
expenditures of the Borrower and its Subsidiaries for fixed or
capital assets made during such period which, in accordance with
GAAP, would be classified as capital expenditures; and (b) to the
extent not included in clause (a) above, the aggregate amount of
the principal component of all Capitalized Lease Liabilities
incurred during such period by the Borrower and its Subsidiaries.

     "Capital Stock" means, with respect to any Person, (a) any
and all shares, interests, participations, rights or other
equivalents of or interests in (however designated) corporate or
capital stock, including, without limitation, shares of preferred
or preference stock of such Person, (b) all partnership interests
(whether general or limited) in such Person, (c) all membership
interests or limited liability company or partnership interests
in such Person, and (d) all other equity or ownership interests
in such Person of any other type.

     "Capitalized Lease Liabilities" means, without duplication,
all monetary obligations of the Borrower or any of its
Subsidiaries under any leasing or similar arrangement which, in
accordance with GAAP, would be classified as capitalized leases,
and, for purposes of this Agreement and each other Loan Document,
the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without
payment of a penalty.

     "Cash Equivalent Investment" means, at any time:

          (a)  any evidence of Indebtedness, maturing not more
than one year after such time, issued directly by the United
States of America or any agency thereof or guaranteed by the
United States of America or any agency thereof;

          (b)  commercial paper, maturing not more than nine
months from the date of issue, which is issued by (i) a
corporation (other than an Affiliate of any Obligor) organized
under the laws of any state of the United States or of the
District of Columbia and rated at least A-l by S&P or P-l by
Moody's, or (ii) any Lender (or its holding company);

          (c)  any time deposit, certificate of deposit or
bankers acceptance, maturing not more than one year after such
time, maintained with or issued by either (i) a commercial
banking institution (including U.S. branches of foreign banking
institutions) that is a member of the Federal Reserve System and
has a combined capital and surplus and undivided profits of not
less than $500,000,000, or (ii) any Lender;

          (d)  short-term tax-exempt securities rated not lower
than MIG-1/1+ by either Moody's or S&P with provisions for
liquidity or maturity accommodations of 183 days or less; or

          (e)  repurchase agreements with respect to any
securities referred to in clause (a) above entered into with any
entity referred to in clause (b) or (c) above or any other
financial institution whose unsecured long-term debt (or the
unsecured long-term debt of whose holding company) is rated at
least A or better by S&P or A-2 or better by Moody's and maturing
not more than thirty days after such time.

     "Casualty Event" means the damage, destruction or
condemnation, as the case may be, of property of the Borrower or
any of its Subsidiaries.

     "Casualty Proceeds" means, with respect to any Casualty
Event, the amount of any insurance proceeds or condemnation
awards received by the Borrower or any of its Subsidiaries in
connection therewith, but excluding any proceeds or awards
required to be paid to a creditor (other than the Lenders) which
holds a first-priority Lien permitted by Section 7.2.4 on the
property which is the subject of such Casualty Event.

     "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response
Compensation Liability Information System List.

     "Change in Control" means

          (a)  any Person or "group" (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) other than the Primary Investors (i) shall have acquired
beneficial ownership of a greater percentage of the Parent's
voting common stock than is then held by the Primary Investors;
or (ii) shall obtain the power (whether or not exercised) to
elect a majority of the Borrower's or the Parent's directors (for
purposes of this clause (a), and clause (b)(ii) below, any shares
of voting stock that are required to be voted for a nominee of
any Primary Investor shall be deemed to be held by such Primary
Investor for purposes of determining the voting power held by any
Person); or

          (b)  the Primary Investors shall cease to be able to
elect a majority of the Board of Directors of the Parent or,
through the Parent, the Borrower; or

          (c)  the Primary Investors shall cease to own legally
and beneficially at least 40% of each outstanding class of common
stock having ordinary voting power in the election of directors
of the Parent held by them on the Closing Date (as appropriately
adjusted to give effect to any stock dividends, subdivisions,
combinations and other similar combining or diluting events after
the Closing Date); or

          (d)  the Parent shall cease to own legally and
beneficially 100% of each class of Capital Stock of the Borrower,
free of Liens (other than the Lien created by the Parent Pledge
Agreement); or

          (e)  the Borrower shall cease to own legally and
beneficially 100% of each class of Capital Stock of the
Receivables Subsidiary, free of Liens (other than the Liens
created by the Borrower Pledge Agreement); or

          (f)  any Capital Stock of any Subsidiary of the
Borrower (other than (A) 20% of the common stock of Boudin
International, Inc. and (B) the common stock of Trocano) shall
cease to be owned by the Borrower or a Subsidiary Guarantor, free
of Liens (other than Liens created pursuant to the Pledge
Agreements) or the Collateral Agent shall cease to have a
perfected first priority security interest in any such Capital
Stock pursuant to a Pledge Agreement, in each case under this
clause (f) except to the extent permitted by Section 7.2.11 or
Section 7.2.12; or

          (g)  the Borrower shall own any Capital Stock in which
the Collateral Agent does not have a perfected first priority
security interest as security for the Obligations of the
Borrower; or

          (h)  a "change of control" as defined in the 1993
Senior Note Indenture, the 1995 Senior Note Indenture, the
Subordinated Note Indenture, the Parent Senior Debenture
Indenture or the Parent Securities Purchase Agreement shall
occur.

     "Closing Date" means the date on which the Term Loans are
made in accordance with Section 5.1, not to be later than March
31, 1998.

     "Code" means the Internal Revenue Code of 1986, and the
regulations thereunder, in each case as amended, reformed or
otherwise modified from time to time.

     "Collateral" means all assets of the Obligors, now or
hereafter acquired, upon which a Lien is purported to be created
by any Security Document.

     "Collateral Account" means the account of the Borrower at
LaSalle National Bank at its office at 135 South LaSalle Street,
Chicago, Illinois, into which all funds from the Concentration
Accounts of the Borrower or any of its Subsidiaries shall be
deposited on a daily basis, which account shall be pledged and
assigned to the Collateral Agent on behalf of the Term Loan
Lenders.

     "Collateral Account Agreement" means the Collateral Account
Agreement executed and delivered by the Borrower pursuant to
Section 5.1.13, substantially in the form of Exhibit H-3 hereto,
as amended, supplemented, amended and restated or otherwise
modified from time to time.

     "Collateral Agent" is defined in the preamble and includes
each other Person as shall have subsequently been appointed as
the successor Collateral Agent pursuant to Section 9.4 and
Section 10.4 of the Revolving Credit Agreement.

     "Commitment" means, collectively, as to any Lender, such
Lender's Term Loan Commitment and Revolving Credit Commitment.

     "Compliance Certificate" means a certificate duly completed
and executed by the chief financial or accounting Authorized
Officer of the Borrower, substantially in the form of Exhibit E
hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time, together with such changes
thereto as the Agents may from time to time reasonably request
for the purpose of monitoring the Borrower's compliance with the
financial covenants contained herein.

     "Concentration Account" means a demand, time, savings,
passbook or other account of the Borrower or any Subsidiary of
the Borrower established and maintained with a Concentration
Account Bank, and subject to a Concentration Account Agreement,
into which the Borrower or such Subsidiary of the Borrower
deposits all cash, checks, notes, drafts, bills of exchange,
money orders and other like instruments and proceeds of
Collateral, which account shall be pledged and assigned to the
Collateral Agent on behalf of the Term Loan Lenders.

     "Concentration Account Agreement" means a Concentration
Account Agreement executed and delivered by the Borrower or the
relevant Subsidiary of the Borrower and each Concentration
Account Bank, pursuant to Section 5.1.13, substantially in the
form of Exhibit H-1 hereto, as such agreement may be amended,
modified or supplemented from time to time.

     "Concentration Account Bank" means the Administrative Agent,
The Chase Manhattan Bank, New York, New York, or another bank,
savings and loan association, credit union or other similar
financial institution acceptable to the Collateral Agent that has
executed a Concentration Account Agreement.

     "Consolidated EBITDA" means, for any period and as to any
Person, the sum (without duplication) of

          (a)  Consolidated Net Income, plus

          (b)  the amount deducted in determining Consolidated
Net Income representing non-cash charges, including depreciation
and amortization, plus

          (c)  the amount deducted in determining Consolidated
Net Income representing all federal, state and local income taxes
(whether paid in cash or deferred) of such Person and its
Subsidiaries, plus

          (d)  the amount deducted in determining Consolidated
Net Income representing Consolidated Interest Expense (including
deferred financing costs and other non-cash interest expenses) of
such Person and its Subsidiaries, minus

          (e)  an amount equal to the amount of Consolidated Non-
Cash Credits included in determining Consolidated Net Income.

     "Consolidated Interest Expense" means, for any period and as
to any Person, the amount of interest expense (net of interest
income) of such Person and its consolidated Subsidiaries
determined on a consolidated basis in accordance with GAAP, for
such period on the aggregate principal amount of its
indebtedness, including the portion of any payments made in
respect of Capitalized Lease Liabilities allocable to interest
expense and any purchase discount adjustments or any interest or
other charges payable during such period to purchasers of
accounts receivable or participations therein or securities
secured thereby by the Receivables Subsidiary or a trust
established by the Receivables Subsidiary and, whether or not
included in interest expense, expenses associated with lease
obligations and sale-leaseback arrangements repurchased in the
1998 Fiscal Year pursuant to clause (i) of Section 7.2.8, but
excluding (to the extent included in the calculation of
Consolidated Interest Expense for such period) the amortization
of fees, costs and expenses paid by such Person in connection
with the Refinancing.

     "Consolidated Net Income" means, for any period and as to
any Person, the aggregate net income of such Person and its
consolidated Subsidiaries determined on a consolidated basis in
accordance with GAAP for such period, excluding extraordinary
gains and extraordinary losses.

     "Consolidated Non-Cash Credits" means, with respect to
determining Consolidated Net Income of any Person for any period
of determination, the amount of all non-cash credits (determined
in accordance with GAAP) which, in the aggregate, exceed
$2,500,000 and were included in the determination of Consolidated
Net Income for such Person for such period.

     "Consolidated Total Debt" means, on any date, without
duplication, the outstanding principal amount of all Indebtedness
of any Person and its consolidated Subsidiaries of the type
referred to in clauses (a), (b) (other than undrawn trade letters
of credit and undrawn letters of credit in respect of workers'
compensation, insurance, performance and surety bonds and similar
obligations, in each case incurred in the ordinary course of
business), (c) or (e) of the definition of "Indebtedness" and any
Guarantee Obligation in respect of any of the foregoing.

     "Consolidated Total Senior Secured Debt" means, on any date,
without duplication, the outstanding principal amount of all
secured Indebtedness (other than any Indebtedness that, by its
terms, is subordinate in right of payment to the payment in full
in cash of the Obligations) of any Person and its consolidated
Subsidiaries of the type referred to in clauses (a), (b) (other
than undrawn trade letters of credit and undrawn letters of
credit in respect of workers' compensation, insurance,
performance and surety bonds and similar obligations, in each
case incurred in the ordinary course of business), (c) or (e) of
the definition of "Indebtedness" and any Guarantee Obligation in
respect of any of the foregoing.

     "Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an
Authorized Officer of the Borrower, substantially in the form of
Exhibit C hereto.

     "Controlled Foreign Subsidiary" means a subsidiary which is
a "controlled foreign corporation" (as defined in Section 957(a)
of the Code).

     "Controlled Group" means all members of a controlled group
of corporations and all members of a controlled group of trades
or businesses (whether or not incorporated) under common control
which, together with the Borrower, its Subsidiaries or the
Revolving Credit Borrowers, are treated as a single employer
under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

     "Covered Taxes" means any Taxes other than Taxes imposed
with respect to the Administrative Agent or any Term Loan Lender
by reason of a connection between the Administrative Agent or
such Term Loan Lender and the relevant taxing jurisdiction,
including, without limitation, a connection arising from such
Person being or having been a citizen or resident of such
jurisdiction, or having or having had a permanent establishment
or fixed place of business or being or having been engaged in
business therein, but excluding a connection arising solely from
such Person having executed, delivered, performed its obligations
or received any payment under, or enforced, this Agreement or any
Note.  Taxes shall be considered Covered Taxes if such Taxes are
imposed on (i) the Administrative Agent solely by reason of a
connection between a Term Loan Lender (but not the Administrative
Agent) and the relevant taxing jurisdiction or (ii) a Term Loan
Lender solely by reason of a connection between the
Administrative Agent or any other Term Loan Lender (but not such
Term Loan Lender) and the relevant taxing jurisdiction.

     "Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

     "Deposit Account" means each demand, time, savings, passbook
or other account of the Borrower or any Subsidiary of the
Borrower identified as such in Item 6.19 of the Disclosure
Schedule maintained with a bank, savings and loan association,
credit union or other financial institution.

     "Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or
otherwise modified from time to time by the Borrower with the
written consent of the Required Term Loan Lenders.

     "DLJ" is defined in the preamble.

     "Dollar" and the sign "$" mean lawful money of the United
States.

     "Documentation Agent" is defined in the preamble.

     "Domestic Office" means, relative to any Term Loan Lender,
the office of such Term Loan Lender designated as such Term Loan
Lender's "Domestic Office" below its signature hereto or in a
Lender Assignment Agreement, or such other office of a Term Loan
Lender (or any successor or assign of such Term Loan Lender)
within the United States as may be designated from time to time
by notice from such Term Loan Lender, as the case may be, to each
other Person party hereto.

     "Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in
effect from time to time.  References to sections of ERISA also
refer to any successor sections.

     "Event of Default" is defined in Section 8.1.

     "Exchanged Bakery" is defined in clause (c) of Section
7.2.12.

     "Exchanged Bakery Transaction" is defined in clause (c) of
Section 7.2.12.

     "Existing Revolving Credit Agreement" is defined in the
third recital.

     "Existing Term Loan Agreement" is defined in the second
recital.

     "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

          (a)  the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York;
or

          (b)  if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it.

     "Financing Documents" means, collectively, the Parent Senior
Debenture Documents, the Parent Subordinated Debenture Documents,
the 1993 Senior Note Documents, the 1995 Senior Note Documents,
the Subordinated Note Documents and the Receivables Purchase
Documents.

     "First-Tier Holding Companies" means each of the
Subsidiaries of the Borrower listed on Part I of Item A of
Schedule III hereto and any other direct Subsidiary of the
Borrower that constitutes a "holding company" from time to time
acquired or created in accordance with clause (c) of Section
7.1.7.

     "Fiscal Month" means any fiscal month of a Fiscal Year.

     "Fiscal Quarter" means any fiscal quarter of a Fiscal Year.

     "Fiscal Year" means any period of twelve consecutive
calendar months ending on December 31 of such calendar year.

     "Foreign Subsidiary" means each of the Subsidiaries of the
Borrower listed on Item D of Schedule III hereto and any other
non-U.S. Subsidiary of the Borrower from time to time acquired or
created in accordance with clause (c) of Section 7.1.7.

     "F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

     "GAAP" is defined in Section 1.4.

     "Governmental Approval" means any action, authorization,
consent, approval, license, lease, ruling, permit, tariff, rate,
certification, exemption, filing, variance, claim, order,
judgment, decree, publication, notices to, declarations of or
with or registration by or with any Regulatory Authority.

     "Governmental Rule" means any statute, law, regulation,
ordinance, rule, judgment, order, decree, permit, concession,
grant, franchise, license, agreement, directive, guideline,
policy, requirement, or other governmental authorization
including any conditions thereof, restriction or any similar form
of published or otherwise known decision of or determination by,
or any interpretation or administration of any of the foregoing
by, any Regulatory Authority, whether now or hereafter in effect
(including any Environmental Law).

     "Guarantee Obligation" means, as to any Person (the
"guaranteeing person"), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any
bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of any
other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or
collection in the ordinary course of business.  The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed
to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which
such Guarantee Obligation is made and (b) the maximum amount for
which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or
determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the
Borrower in good faith.

     "H&M" means H&M Food Systems Company, Inc., a Delaware
corporation.

     "Haas Wheat" means Haas Wheat & Partners Incorporated, a
Delaware corporation.

     "Hazardous Material" means

          (a)  any "hazardous substance", as defined by CERCLA;

          (b)  any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

          (c)  any petroleum product; or

          (d)  any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material or substance within the
meaning of any other applicable federal, state or local law,
regulation, ordinance or requirement (including consent decrees
and administrative orders) relating to or imposing liability or
standards of conduct concerning any hazardous, toxic or dangerous
waste, substance or material, all as amended or hereafter
amended.

     "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements,
interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

     "herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Loan Document refer to
this Agreement or such other Loan Document, as the case may be,
as a whole and not to any particular Section, paragraph or
provision of this Agreement or such other Loan Document.

     "Holding Companies" means each of the Subsidiaries of the
Borrower listed in Item A of Schedule III hereto and any other
Subsidiary of the Borrower that constitutes a "holding company"
from time to time acquired or created in accordance with clause
(c) of Section 7.1.7.

     "Impermissible Qualification" means, relative to the opinion
or certification of any independent public accountant as to any
financial statement of the Borrower any qualification or
exception to such opinion or certification

          (a)  which is of a "going concern" or similar nature;

          (b)  which relates to the limited scope of examination
of matters relevant to such financial statement; or

          (c)  which relates to the treatment or classification
of any item in such financial statement and which, as a condition
to its removal, would require an adjustment to such item the
effect of which would be to cause the Borrower to be in default
of any of its obligations under Section 7.2.5.

     "Inactive Subsidiaries" means each of the Subsidiaries of
the Borrower listed on Item E of Schedule III hereto and any
other Subsidiary of the Borrower so designated by the Borrower
and consented to by the Syndication Agent from time to time.

     "including" and "include" mean including without limiting
the generality of any description preceding such term, and, for
purposes of this Agreement and each other Loan Document, the
parties hereto agree that the rule of ejusdem generis shall not
be applicable to limit a general statement, which is followed by
or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.

     "Indebtedness" of any Person means, without duplication:

          (a)  all obligations of such Person for borrowed money
or for the deferred purchase price of property or services
(exclusive of deferred purchase price arrangements in the nature
of open or other accounts payable owed to suppliers on normal
terms in connection with the purchase of goods and services in
the ordinary course of business) and all obligations of such
Person evidenced by bonds, debentures, notes or other similar
instruments;

          (b)  all obligations, contingent or otherwise, relative
to the face amount of all letters of credit, whether or not
drawn, and banker's acceptances issued for the account of such
Person;

          (c)  all Capitalized Lease Liabilities;

          (d)  net liabilities of such Person under all Hedging
Obligations;

          (e)  whether or not so included as liabilities in
accordance with GAAP, all Indebtedness of the types referred to
in clauses (a) through (d) above (excluding prepaid interest
thereon) secured by a Lien on property owned or being purchased
by such Person (including Indebtedness arising under conditional
sales or other title retention agreements), whether or not such
Indebtedness shall have been assumed by such Person or is limited
in recourse; provided, however, that, to the extent such
Indebtedness is limited in recourse to the assets securing such
Indebtedness, the amount of such Indebtedness shall be limited to
the fair market value of such assets; and

          (f)  all Guarantee Obligations of such Person in
respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint
venturer (to the extent such Person is liable for such
Indebtedness).

     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Independent Director" means a member of the Board of
Directors of the Special Purpose Subsidiary who (i) is not a
stockholder, director, officer or employee of the Parent or any
of its Subsidiaries or Affiliates and (ii) is not a Person
controlling any such prohibited stockholder, nor is such Person a
member of the immediate family of any such prohibited
stockholder, director, officer or employee.  As used in this
definition of "Independent Director", the term "control" means
the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or
otherwise.

     "Independent Auditor" means an internationally recognized
firm of independent certified public accountants constituting one
of the "Big Six" accounting firms or another internationally
recognized firm of independent certified public accountants
acceptable to the Required Term Loan Lenders and the Required
Revolving Credit Lenders.

     "Intellectual Property" means, collectively, all
"Collateral" under and as defined in each Revolving Credit
Copyright Security Agreement, Revolving Credit Patent Security
Agreement and Revolving Credit Trademark Security Agreement.

     "Interest Coverage Ratio" means, at the end of any Fiscal
Quarter, the ratio computed for the period consisting of such
Fiscal Quarter and each of the three immediately prior Fiscal
Quarters of:

          (a)  Consolidated EBITDA of the Borrower and its
Subsidiaries for all such Fiscal Quarters;

to

          (b)  the cash portion of Consolidated Interest Expense
of the Borrower and its Subsidiaries for all such Fiscal
Quarters;

provided that if, during any such period, the Borrower or any of
its Subsidiaries shall have made one or more acquisitions, the
Interest Coverage Ratio for such period shall be calculated on a
Pro Forma Basis as if each such acquisition had been made on the
first day of such period.

     "Interest Period" means, relative to any LIBO Rate Loan, the
period beginning on (and including) the date on which such LIBO
Rate Loan is made or continued as, or converted into, a LIBO Rate
Loan pursuant to Section 2.3 or 2.4 and shall end on (but
exclude) the day which numerically corresponds to such date one,
three or six months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such
month), as the Borrower may select in its relevant notice
pursuant to Section 2.3 or 2.4; provided, however, that

          (a)  the Borrower shall be permitted to select up to
five Interest Periods to be in effect at any one time for each
Term Loan;

          (b)  if such Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall end
on the next following Business Day (unless such next following
Business Day is the first Business Day of a calendar month, in
which case such Interest Period shall end on the Business Day
next preceding such numerically corresponding day); and

          (c)  no Interest Period for any Term Loan may end later
than the Stated Maturity Date for such Term Loan.

     "Investment" means, relative to any Person,

          (a)  any loan or advance made by such Person to any
other Person (excluding commission, travel, petty cash and
similar advances to officers and employees made in the ordinary
course of business);

          (b)  any Guarantee Obligation of such Person incurred
in connection with loans or advances described in clause (a); and

          (c)  any ownership or similar interest held by such
Person in any other Person.

The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity
thereon and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market
value of such property at the time of such Investment.

     "Investors" means, collectively, each Person who purchased
Parent Common Stock and Parent Subordinated Debentures pursuant
to the Parent Securities Purchase Agreement.

     "Issuer" is defined in the Revolving Credit Agreement.

     "Keystone" means Keystone, Inc., a Texas corporation.

     "Lender Assignment Agreement" means a lender assignment
agreement substantially in the form of Exhibit K hereto.

     "Lenders" means, collectively, the Term Loan Lenders and the
Revolving Credit Lenders.

     "Leverage Ratio" means, at the end of any Fiscal Quarter,
the ratio of

          (a)  Consolidated Total Debt of the Borrower and its
Subsidiaries outstanding at such time less any cash maintained by
the Borrower and its Subsidiaries which is not restricted by the
terms of any account or agreement in its usage or application,
except as provided in Section 7.1.12;

to

          (b)  Consolidated EBITDA of the Borrower and its
Subsidiaries for the period of four consecutive Fiscal Quarters
most recently ended on or prior to such date;

provided that if, during any such period, the Borrower or any of
its Subsidiaries shall have made one or more Acquisitions, the
Leverage Ratio for such period shall be calculated on a Pro Forma
Basis as if each such Acquisition had been made on the first day
of such period.

     "LIBO Rate" means, relative to any Interest Period for LIBO
Rate Loans, the rate of interest per annum determined by the
Administrative Agent to be the arithmetic mean (rounded upward to
the next 1/100th of 1%) of the rates of interest per annum at
which dollar deposits in the approximate amount of the Term Loan
to be made or continued as, or converted into, a LIBO Rate Loan
by the Administrative Agent and having a maturity comparable to
such Interest Period would be offered to the Administrative Agent
in the London interbank market at its request at approximately
11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

     "LIBO Rate Loan" means a Term Loan bearing interest, at all
times during an Interest Period applicable to such Term Loan, at
a fixed rate of interest determined by reference to the LIBO Rate
(Reserve Adjusted).

     "LIBO Rate (Reserve Adjusted)" means, relative to any Term
Loan to be made, continued or maintained as, or converted into, a
LIBO Rate Loan for any Interest Period, a rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined
pursuant to the following formula:

          LIBO Rate           =           LIBO Rate
     (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

     The LIBO Rate (Reserve Adjusted) for any Interest Period for
LIBO Rate Loans will be adjusted automatically as to all LIBO
Rate Loans then outstanding as of the effective date of any
change in the LIBOR Reserve Percentage.

     "LIBOR Office" means, relative to any Lender, the office of
such Lender designated as such on Schedule II hereto or
designated in the Lender Assignment Agreement pursuant to which
such Lender became a Lender hereunder or such other office of a
Lender as shall be so designated from time to time by notice from
such Lender to the Borrower and the Administrative Agent, which
shall be making or maintaining LIBO Rate Loans of such Lender
hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest
Period for LIBO Rate Loans, the percentage (expressed as a
decimal, rounded upward to the next 1/100th of 1%) in effect on
such day (whether or not applicable to any Lender) under
regulations issued from time to time by the F.R.S. Board for
determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

     "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property,
or any filing or recording of any instrument or document in
respect of the foregoing (other than liens arising from the
filing of "precautionary" UCC financing statements in connection
with obligations under leases that are not Capitalized Lease
Liabilities to the extent that such financing statements relate
solely to the property subject to such lease obligations and
where the debtor named on such financing statements is not the
legal or beneficial owner of the described property), to secure
payment of a debt or performance of an obligation or any other
priority or preferential treatment of any kind or nature
whatsoever that has the practical effect of creating a security
interest in property.

     "Loan Documents" means, collectively, the Term Loan
Documents and the Revolving Credit Documents.

     "Loans" means, collectively, the Term Loans and the
Revolving Credit Loans.

     "Management" means, with respect to any Person, the
officers, directors and other employees, or former officers,
directors and other employees, of such Person.

     "Management Agreements" means, collectively, the three
separate Financial Advisory Agreements, each dated as of August
16, 1993, between the Borrower (on the one hand) and Haas Wheat,
Keystone and Penobscot-MB Partners, an affiliate of Acadia (on
the other hand), respectively, as the same have been or may be
amended, supplemented or otherwise modified from time to time in
accordance with the provisions of Section 7.2.13.

     "Marketable Securities" means, in connection with any Asset
Sale, any readily marketable equity or debt securities that are
received by the Borrower or any Subsidiary of the Borrower as
consideration for such Asset Sale and are (a) traded on the New
York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers Automated Quotation National
Market System and (b) issued by a corporation that has
outstanding one or more issues of debt or preferred stock
securities that are rated investment grade by Moody's or Standard
& Poor's; provided, that in no event shall the excess of the
aggregate amount of securities of any one such corporation held
immediately following the consummation of any Asset Sale by the
Borrower and its Subsidiaries over 10 times the average daily
trading volume of such securities during the 20 trading days
immediately preceding the consummation of such Asset Sale be
deemed Marketable Securities.

     "Material Adverse Effect" means a material adverse effect on
(a) the business, operations, assets, property or condition
(financial or otherwise) or prospects of the Borrower and its
Subsidiaries or the Revolving Credit Borrowers and their
respective Subsidiaries, in each case taken as a whole, (b) the
ability of the Borrower to perform its obligations under any Term
Loan Document to which it is a party, (c) the ability of the
Obligors (taken as a whole) to perform their respective
obligations under the Loan Documents, (d) the validity or
enforceability of this Agreement, any of the Term Notes or any
other Term Loan Document against any Obligor which is a party
hereto or thereto or the rights or remedies of the Arranger, the
Agents, the Collateral Agent or the Term Loan Lenders hereunder
or thereunder or (e) the validity or enforceability of the
Revolving Credit Agreement any of the Revolving Credit Notes or
any other Revolving Credit Document against any Revolving Credit
Obligor which is a party thereto or the rights or remedies of the
Arranger, the Agents, the Collateral Agent or the Revolving
Credit Lenders thereunder.

     "Measurement Period" means, at any date, the period of four
consecutive Fiscal Quarters ended most recently prior to such
date.

     "Metz" means Metz Baking Company, an Iowa corporation.

     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage" means, collectively, each Mortgage or Deed of
Trust executed and delivered pursuant to the terms of this
Agreement, including Section 5.1.11 or Section 7.1.7,
substantially in the form of Exhibit J hereto, as amended,
supplemented, restated or otherwise modified from time to time in
accordance with its terms.

     "Mother's" means Mother's Cake & Cookie Co., a California
corporation.

     "Net Cash Proceeds" means (a) when used in respect of any
Asset Sale, the aggregate cash proceeds received by the Parent,
the Borrower or any Subsidiary of the Borrower in respect of such
Asset Sale (and any cash payments received in respect of
promissory notes or other non-cash consideration delivered to the
Parent, the Borrower or any Subsidiary of the Borrower in respect
of an Asset Sale), less (without duplication) (i) all legal,
title, recording and transfer tax expenses reasonably
attributable to such Asset Sale, (ii) the reasonable fees and
expenses (including legal fees, consulting fees, accounting fees
and brokers' and underwriters' commissions paid to third parties
which are not Affiliates or Subsidiaries of the Borrower)
incurred in connection with such Asset Sale, (iii) all federal,
state, local and foreign taxes reasonably attributable to such
Asset Sale, (iv) the aggregate amount of reserves required in the
Borrower's reasonable judgment to be maintained on the Borrower's
books in order to pay contingent liabilities incurred in respect
of such Asset Sale and (v) amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or
assets the subject of such Asset Sale; provided that amounts
deducted from the aggregate cash proceeds of any Asset Sale
pursuant to clause (iv) and not actually paid in liquidation of
such contingent liabilities shall be deemed to be Net Cash
Proceeds of such Asset Sale and shall be subject to mandatory
prepayment provisions of clause (c) of Section 3.1.1; and (b)
when used in respect of any incurrence of Indebtedness by, or the
issuance of any Capital Stock (or other equity interests) of, the
Parent, the Borrower or any Subsidiary of the Parent, the
Borrower or any other Subsidiary, the aggregate cash proceeds
received by the Parent, the Borrower or the relevant Subsidiary
of the Borrower from such incurrence or issuance (and any cash
payments received in respect of promissory notes or other non-
cash consideration delivered to the Parent, the Borrower or any
Subsidiary of the Borrower in respect of any such incurrence or
issuance), less (without duplication) the reasonable fees and
expenses (including legal fees, consulting fees, accounting fees
and brokers' and underwriters' commissions paid to third parties
which are not Affiliates or Subsidiaries of the Borrower)
incurred in connection with such incurrence or issuance.

     "1993 Senior Note Documents" means, collectively, the
Securities Purchase Agreement, the 1993 Senior Notes and the 1993
Senior Note Indenture.

     "1993 Senior Note Indenture" means the Indenture, dated as
of August 16, 1993, between the 1993 Senior Note Indenture
Trustee and the Borrower, as heretofore amended, pursuant to
which the 1993 Senior Notes were issued, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "1993 Senior Note Indenture Trustee" means United States
Trust Company of New York in its capacity as trustee for the
holders of the 1993 Senior Notes under the 1993 Senior Note
Indenture, and any successor thereto as trustee under the 1993
Senior Note Indenture.

     "1993 Senior Notes" means the 10-1/4% Series B Senior Notes
due 2001 of the Borrower, as the same may be amended,
supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "1995 Senior Note Documents" means, collectively, the 1995
Senior Notes Purchase Agreement, the 1995 Senior Notes and the
1995 Senior Note Indenture.

     "1995 Senior Note Indenture" means the Indenture, dated as
of July 17, 1995, between the 1995 Senior Note Indenture Trustee
and the Borrower pursuant to which the 1995 Senior Notes were
issued, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with Section 7.2.13.

     "1995 Senior Note Indenture Trustee" means United States
Trust Company of New York in its capacity as trustee for the
holders of the 1995 Senior Notes under the 1995 Senior Note
Indenture, and any successor thereto as trustee under the 1995
Senior Note Indenture.

     "1995 Senior Notes" means the 11-1/8% Series B Senior Notes
due 2002 of the Borrower, as the same may be amended,
supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "1995 Senior Notes Purchase Agreement" means the Purchase
Agreement, dated as of July 17, 1995, among the Borrower and the
initial purchasers of the 1995 Senior Notes, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "Non-U.S. Subsidiary" means a Subsidiary of the Borrower
that is not a U.S. Subsidiary.

     "Non-U.S. Term Loan Lender" means any Term Loan Lender that
is not a U.S. Person.

     "Note" means, collectively, the Term Notes and the Revolving
Credit Notes.

     "Obligations" means, collectively, the Term Loan Obligations
and the Revolving Credit Obligations.

     "Obligor" means, as the context may require, the Borrower,
the Parent, the Special Purpose Subsidiary, each Subsidiary of
the Borrower (other than the Receivables Subsidiary and any
Inactive Subsidiary) and any other Person (other than any Agent,
the Collateral Agent, the Documentation Agent, the Arranger or
any Lender) to the extent such Person is obligated under this
Agreement or any other Loan Document.

     "Operating Company Leverage Ratio" means, at the end of any
Fiscal Quarter, the ratio of

          (a)  Consolidated Total Senior Secured Debt of the
Revolving Credit Borrowers and their respective Subsidiaries
outstanding at such time;

to

          (b)  Consolidated EBITDA of the Revolving Credit
Borrowers and their respective Subsidiaries for the period of
four consecutive Fiscal Quarters most recently ended on or prior
to such date;

provided that if, during any such period, any Revolving Credit
Borrower or any of its Subsidiaries shall have made one or more
Acquisitions, the Operating Company Leverage Ratio for such
period shall be calculated on a Pro Forma Basis as if each such
Acquisition had been made on the first day of such period.

     "Operating Subsidiaries" means each of the direct and
indirect subsidiaries of the Borrower listed on Item C of
Schedule III hereto and each other Person which becomes a
Subsidiary of the Borrower (other than any Subsidiary of the
Borrower that is designated as a Holding Company) after the
Closing Date.  Except as set forth on Item C of Schedule III
hereto, each Operating Subsidiary is, or will be, a wholly owned,
direct or indirect, Subsidiary of the Borrower.

     "Organic Document" means, relative to any Obligor, as
applicable, its certificate of incorporation, by-laws,
certificate of partnership, partnership agreement, certificate of
formation, limited liability agreement and all shareholder
agreements, voting trusts and similar arrangements applicable to
any of such Obligor's partnership interests, limited liability
company interests or authorized shares of capital stock.

     "Other Bakeries" is defined in clause (c) of Section 7.2.12.

     "Parent" means Specialty Foods Acquisition Corporation, a
Delaware corporation, and the owner of all of the Capital Stock
of the Borrower.

     "Parent Agreement" means the Agreement to be executed and
delivered by the Parent in favor of the Collateral Agent,
substantially in the form of Exhibit H hereto, as the same may be
amended, supplemented or otherwise modified from time to time.

     "Parent Common Stock" means the common stock, par value
$0.01 per share, of the Parent.

     "Parent Debenture Units" means, collectively, the debenture
units of the Parent sold pursuant to the Securities Purchase
Agreement, each of which originally consisted of one $1,000
principal amount of Parent Senior Debentures and 15 shares of
Parent Common Stock.

     "Parent Securities Purchase Agreement" means the Purchase
Agreement, dated as of August 16, 1993, among the Parent and the
Investors, as the same has been or may be amended, supplemented
or otherwise modified from time to time in accordance with
Section 7.2.13.

     "Parent Senior Debenture Documents" means, collectively, the
Parent Pledge Agreement, the Parent Senior Debentures and the
Parent Senior Debenture Indenture.

     "Parent Senior Debenture Indenture" means the Indenture,
dated as of August 16, 1993, between the Parent Senior Debenture
Trustee and the Parent, as amended, pursuant to which the Parent
Senior Debentures were issued, as the same may be amended,
supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "Parent Senior Debenture Trustee" means United States Trust
Company of New York in its capacity as trustee for the holders of
the Parent Senior Debentures under the Parent Senior Debenture
Indenture, and any successor thereto as trustee under the Parent
Senior Debenture Indenture.

     "Parent Senior Debentures" means the 13% Senior Secured
Discount Debentures due 2005 of the Parent, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "Parent Stockholders Agreements" means, collectively, (i)
the Stockholders Agreement, dated as of August 16, 1993, among
the Investors and the Parent and, (ii) the Stockholders
Agreement, dated as of August 16, 1993, between the Parent and
the holders of the Parent Debenture Units, in each case as the
same may be amended, supplemented or otherwise modified from time
to time.

     "Parent Pledge Agreement" means the Pledge Agreement, dated
as of August 16, 1993, executed and delivered by the Parent in
favor of the Parent Senior Debenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "Parent Subordinated Debenture Documents" means,
collectively, the reference to the Parent Securities Purchase
Agreement and the Parent Subordinated Debentures.

     "Parent Subordinated Debentures" means the 11% Senior
Subordinated Discount Debentures due 2006 of the Parent, as the
same may be amended, supplemented or otherwise modified from time
to time in accordance with Section 7.2.13.

     "Participant" is defined in Section 10.11.2.

     "PBGC" means the Pension Benefit Guaranty Corporation and
any entity succeeding to any or all of its functions under ERISA.

     "Pension Plan" means a "pension plan", as such term is
defined in Section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a multiemployer plan as defined in Section
4001(a)(3) of ERISA), and to which the Borrower or any of its
Subsidiaries or any corporation, trade or business that is, along
with the Borrower or any of its Subsidiaries, a member of a
Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning
of Section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.

     "Perfection Certificate" means the Perfection Certificate
executed and delivered by an Authorized Officer of the Borrower
pursuant to Section 5.1.12 or 7.1.7, substantially in the form of
Exhibit N hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

     "Person" means any natural person, corporation, limited
liability company, partnership, joint venture, joint stock
company, firm, association, trust or unincorporated organization,
government, governmental agency, court or any other legal entity,
whether acting in an individual, fiduciary or other capacity.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledge Agreements" mean, collectively, the Borrower Pledge
Agreement and the Revolving Credit Pledge Agreement.

     "Pooling Agreement" means the SFC Master Trust Pooling
Agreement, dated as of November 16, 1994 by and among the
Receivables Subsidiary, the Borrower, in its capacity as Master
Servicer, and The Chase Manhattan Bank (formerly doing business
as Chemical Bank), not in its individual capacity but solely as
trustee for the SFC Master Trust created thereunder, and, from
and after the date on which a Replacement Receivables Purchase
Facility is effective, the pooling agreement executed and
delivered in connection therewith, in each case as amended,
supplemented or otherwise modified from time to time.

     "Primary Investors" means, collectively, the Principals and
their respective Related Parties.

     "Principals" means, collectively, Haas Wheat, Acadia and
Keystone.

     "Pro Forma Adjustment" means, in connection with any
acquisition or sale of a Person or any of its businesses or
assets, (i) any related incurrence, repayment or refinancing of
Indebtedness and the application of proceeds therefrom, (ii)
projected, quantifiable, tangible changes in operating results
resulting from such acquisition or sale (including, without
limitation, cost savings resulting from head count reductions,
plant consolidations, the rationalization of distribution routes
and the like) or (iii) other similar and related transactions,
with each such acquisition, sale, event, change or other
transaction described in clauses (i), (ii) or (iii) above to be
calculated as if realized as of the first day of any such
applicable period of calculation.

     "Pro Forma Basis" means, in respect of determining the
Leverage Ratio, the Senior Secured Leverage Ratio, the Operating
Company Leverage Ratio and the Interest Coverage Ratio and the
Consolidated EBITDA financial covenant contained in clause (e) of
Section 7.2.5, for any applicable period of calculation, that pro
forma effect shall be given to any acquisition or sale of a
Person or any of its businesses or assets, and, in connection
with any such acquisition or sale, pro forma effect shall also be
given to any Pro Forma Adjustment; provided, however, that such
Pro Forma Adjustment shall be calculated in accordance with (x)
Article 11 of Regulation S-X ("Regulation S-X") promulgated under
the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, or (y) GAAP.  Any term or
provision hereof to the contrary notwithstanding, before any Pro
Forma Adjustment shall be given effect for purposes of this
definition, the Borrower shall deliver to the Agents a
certificate executed by its chief financial or accounting
Authorized Officer certifying that such Pro Forma Adjustment has
been calculated in accordance with Regulation S-X or GAAP, as the
case may be, and shall include a calculation of such Pro Forma
Adjustment prepared in reasonable detail, together with
appropriate back up; provided, that, in the case of any Pro Forma
Adjustment which aggregates in excess of $5,000,000, the Borrower
shall cause to be delivered to the Agents a certificate from an
Independent Auditor certifying that with respect to such Pro
Forma Adjustment, (i) such Independent Auditor has performed the
Agreed-Upon Procedures and (ii) subject to usual and customary
exceptions and qualifications, in the course of performing such
Agreed-Upon Procedures nothing came to the attention of such
Independent Auditor which caused it to believe that management's
assumptions do not provide a reasonable basis for presenting the
significant effects attributable to the transaction, that the
related Pro Forma Adjustments do not give appropriate effect to
those assumptions, or that the pro forma financial statements do
not reflect the proper application of those Pro Forma Adjustments
to the historical financial statements.  Furthermore, in
calculating the Interest Coverage Ratio, (i) interest on
outstanding Indebtedness determined on a fluctuating basis as of
the determination date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed
rate per annum equal to the rate of interest on such Indebtedness
in effect on the determination date; (ii) if interest on any
Indebtedness actually incurred on the determination date may
optionally be determined at an interest rate based upon a factor
of a prime or similar rate, a eurocurrency interbank offered
rate, or other rates, then the interest rate in effect on the
determination date will be deemed to have been in effect during
the relevant period; and (iii) notwithstanding clause (i) above,
interest on Indebtedness determined on a fluctuating basis, to
the extent such interest is covered by agreements relating to
interest rate swaps or similar interest rate protection Hedging
Obligations, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of such
agreements.

     "Quarterly Payment Date" means the last day of each January,
April, July and October, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing with July,
1998.

     "Rate Protection Agreement" means, collectively, any
agreement in respect of Hedging Obligations entered into by the
Borrower or any of its Subsidiaries pursuant to the terms of this
Agreement or the Revolving Credit Agreement under which the
counterparty to such agreement is (or at the time such Rate
Protection Agreement was entered into, was) a Lender or an
Affiliate of a Lender.

     "Receivables" means accounts receivable, including
"Receivables" as defined in the Pooling Agreement.

     "Receivables Parent Note" means the "Parent Note", as such
term is defined in Section 8.3 of the Receivables Sale Agreement,
and from and after the date on which a Replacement Receivables
Purchase Facility is effective, the replacement note executed and
delivered in connection therewith, in each case as amended,
supplemented or otherwise modified from time to time.

     "Receivables Purchase Documents" means, collectively, the
Pooling Agreement, each Supplement to the Pooling Agreement, the
Servicing Agreement, the Receivables Sale Agreement, the
Receivables Parent Note, the Receivables Subordinated Note, the
Insurance and Reimbursement Agreement and any related instruments
and agreements executed in connection therewith; provided that,
on and after the date, if any, on which the Receivables
Subsidiary shall have replaced or refinanced, in whole or in
part, the purchase facility arranged pursuant to the Receivables
Purchase Documents existing on the date hereof with a separate
facility in which ownership interests in, or notes, commercial
paper, certificates or other debt instruments secured by, the
Receivables shall be sold in one or more public offerings,
private placements or otherwise (such replacement facility, the
"Replacement Receivables Purchase Facility"), the terms and
conditions of which Replacement Receivables Purchase Facility (i)
shall be consented to by the Required Term Loan Lenders and the
Required Revolving Credit Lenders (which consent shall not be
unreasonably withheld and shall be deemed to be given if the
Borrower has not received an objection thereto in writing from
any Lender within 10 days of receipt by such Lender of a
description of the proposed Replacement Receivables Purchase
Facility) or (ii) shall contain terms (including as to initial
amortization) no less favorable to the Obligors party thereto in
all material respects than those contained in the then current
Receivables Purchase Documents (without regard to one-time
charges and fees).  As used herein, the term "Receivables
Purchase Documents" shall be deemed to refer to and otherwise
include each of the operative agreements, instruments and related
documents entered into by, or delivered by or on behalf of, the
Receivables Subsidiary in connection with the creation of such
Replacement Receivables Purchase Facility.

     "Receivables Sale Agreement" means the Amended and Restated
Receivables Sale Agreement, dated as of November 16, 1994, among
the Receivables Subsidiary, as buyer of Receivables thereunder,
the Borrower, as Master Servicer, and the Receivables Selling
Subsidiaries, as sellers of Receivables thereunder, and, from and
after the date on which a Replacement Receivables Purchase
Facility is effective, the receivables sale agreement executed
and delivered in connection therewith, in each case as amended,
supplemented or otherwise modified from time to time.

     "Receivables Selling Subsidiaries" means each of the
Subsidiaries of the Borrower from time to time parties to the
Receivables Sale Agreement as a seller of Receivables thereunder.

     "Receivables Subsidiary" means Specialty Foods Finance
Corporation, a Delaware corporation and a wholly-owned Subsidiary
of the Borrower, created to purchase and finance receivables of
the Receivables Selling Subsidiaries, or any other Subsidiary of
the Borrower designated as such by the Borrower, (a) that has
total assets at the time of such designation with a book value of
$100,000 or less and (b) with respect to which neither the
Borrower nor any other Subsidiary of the Borrower has any
obligation (i) to subscribe for additional shares of Capital
Stock or other equity interests therein (other than to finance
the purchase of additional accounts receivable of the Borrower
and its Subsidiaries) or (ii) to maintain or preserve such
Receivables Subsidiary's financial condition or to cause it to
achieve certain levels of operating results.

     "Refinancing" means, collectively, (x) the refinancing and
replacement of the Existing Term Loan Agreement pursuant to this
Agreement and (y) the refinancing and replacement of the Existing
Revolving Credit Agreement pursuant to the Revolving Credit
Agreement, in each case including payment of related costs and
expenses.

     "Register" is defined in clause (b)(i) of Section 2.6.

     "Regulatory Authority" means any national, state or local
government, any political subdivision or any governmental, quasi-
governmental, judicial, public or statutory instrumentality,
authority, body or entity, other regulatory bureau, authority,
body or entity, foreign or domestic, including the Federal
Deposit Insurance Corporation, the Comptroller of the Currency,
the F.R.S. Board, any central bank or any comparable authority.

     "Reimbursement Obligation" is defined in the Revolving
Credit Agreement.

     "Related Fund" means, with respect to any Term Loan Lender
that is a fund that invests in loans, any other fund that invests
in loans and is managed by the same investment advisor or
investment manager as such Term Loan Lender.

     "Related Party" means with respect to any Principal (a) any
controlling stockholder or partner, a direct or indirect 80% (or
more) owned Subsidiary, or spouse or immediate family member (in
the case of an individual) of such Principal, (b) any trust,
corporation, partnership or other entity, the controlling
beneficiaries, stockholders, partners or owners of which,
directly or indirectly, consist of such Principal and/ or such
other Persons referred to in the immediately preceding clause (a)
and/or in the succeeding clauses (d) and/or (e), (c) any partner
or stockholder of any Principal as of the Closing Date who
acquires any assets or voting stock of the Borrower or the Parent
pursuant to a general distribution by such Principal to each of
its partners or stockholders, (d) any officer or director of such
Principal or (e) any officer or director of Oak Hill Partners,
Inc. on the Closing Date.

     "Related Property"  is defined in the Pooling Agreement and
any similar property sold pursuant to any subsequent Pooling
Agreement.

     "Release" means a "release", as such term is defined in
CERCLA.

     "Replacement Notice" is defined in clause (a) of Section
4.10.

     "Required Revolving Credit Lenders" is defined in the
Revolving Credit Agreement.

     "Required Term Loan Lenders" means, at any time, (i) prior
to the Closing Date hereunder, Term Loan Lenders having more than
50% of the sum of the Term Loan Commitments and (ii) on and after
the Closing Date, Term Loan Lenders holding more than 50% of the
principal amount of the Term Loans then outstanding.

     "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.,
as amended.

     "Revolving Credit Agreement" means the Revolving Credit
Agreement, dated as of the date hereof, among the Revolving
Credit Borrowers, the Revolving Credit Lenders, the Agents and
the Collateral Agent, as the same may be amended, supplemented or
otherwise modified from time to time.

     "Revolving Credit Borrowers" means each of the Subsidiaries
of the Borrower party to the Revolving Credit Agreement.

     "Revolving Credit Borrowers Pledge Agreement" is defined in
the Revolving Credit Agreement.

     "Revolving Credit Borrowers Security Agreement" is defined
in the Revolving Credit Agreement.

     "Revolving Credit Copyright Security Agreements" means the
Copyright Security Agreements executed and delivered by each
Subsidiary (other than Foreign Subsidiaries, Inactive
Subsidiaries and Trocano) owning assets of the type included in
the "Collateral" described therein in favor of the Collateral
Agent, substantially in the form of Exhibit A to a Revolving
Credit Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

     "Revolving Credit Documents" means, collectively, the
Revolving Credit Agreement, the Revolving Credit Notes, each Rate
Protection Agreement under which the counterparty to such
agreement is (or at the time such Rate Protection Agreement was
entered into, was ) a Revolving Credit Lender or an Affiliate of
a Revolving Credit Lender relating to Hedging Obligations of any
Revolving Credit Borrower or any of its Subsidiaries, the SFC
Guaranty, the Parent Agreement, the Subsidiary Guaranty, the
Asset Sale Proceeds Account Agreement, the Revolving Credit
Letters of Credit, each Borrowing Request, each Issuance Request,
each Revolving Credit Security Documents and each other
agreement, document or instrument delivered in connection with
this Agreement or any other Revolving Credit Document, whether or
not specifically mentioned herein or therein.

     "Revolving Credit Event of Default" means an "Event of
Default" under and as defined in the Revolving Credit Agreement.

     "Revolving Credit Lenders" means each of the financial
institutions from time to time party to the Revolving Credit
Agreement.

     "Revolving Credit Letters of Credit" means each of the
letters of credit issued from time to time by the Issuer for the
account of the respective Revolving Credit Borrowers pursuant to
the Revolving Credit Agreement.

     "Revolving Credit Loan" is defined in the Revolving Credit
Agreement.

     "Revolving Credit Mortgages" is defined in the Revolving
Credit Agreement.

     "Revolving Credit Note" is defined in the Revolving Credit
Agreement.

     "Revolving Credit Obligations" means all obligations
(monetary or otherwise) of any Revolving Credit Borrower and each
other Obligor arising under on in connection with the Revolving
Credit Agreement, the Revolving Credit Notes, each Revolving
Credit Letter of Credit, each other Revolving Credit Documents or
any other document made, delivered or given in connection
therewith.

     "Revolving Credit Patent Security Agreements" means the
Patent Security Agreements executed and delivered by each
Subsidiary (other than the Foreign Subsidiaries, Inactive
Subsidiaries and Trocano) owning assets of the type included in
the "Collateral" described therein in favor of the Collateral
Agent, substantially in the form of Exhibit B to a Revolving
Credit Security Agreement, as the same may be amended,
supplemented or otherwise modified form time to time.

     "Revolving Credit Pledge Agreement" means, as the context
may require, the Revolving Credit Borrowers Pledge Agreement
executed and delivered by each Revolving Credit Borrower in favor
of the Collateral Agent or the Subsidiary Pledge Agreement,
executed and delivered by each Subsidiary Pledgor in favor of the
Collateral Agent, substantially in the form of Exhibits J-1 and J-
2, respectively, to the Revolving Credit Agreement, as the same
may be amended, supplemented or otherwise modified from time to
time.

     "Revolving Credit Security Agreement" means, as the context
may require, the Revolving Credit Borrowers Security Agreement
executed and delivered by each Revolving Credit Borrower in favor
of the Collateral Agent or the Subsidiary Security Agreement,
executed and delivered by each Subsidiary (other than the Foreign
Subsidiaries, Inactive Subsidiaries and Trocano) in favor of the
Collateral Agent, substantially in the form of Exhibits K-1 and K-
2, respectively, to the Revolving Credit Agreement, as the same
may be amended, supplemented or otherwise modified from time to
time.

     "Revolving Credit Security Documents" means, collectively,
the Revolving Credit Pledge Agreements, the Revolving Credit
Security Agreements, the Revolving Credit Copyright Security
Agreements, the Revolving Credit Patent Security Agreements, the
Revolving Credit Security Agreements, the Revolving Credit Pledge
Agreement, the Revolving Credit Trademark Security Agreements and
the Revolving Credit Mortgages, and, from and after the execution
and delivery thereof, all other security documents executed and
delivered to the Collateral Agent granting a Lien on any asset or
assets of any Person to secure the Revolving Credit Obligations
or to secure any guarantee of any such Revolving Credit
Obligations.

     "Revolving Credit Trademark Security Agreements" means the
Trademark Security Agreements executed and delivered by each
Subsidiary (other than the Foreign Subsidiaries, Inactive
Subsidiaries and Trocano) owning assets of the type included in
the "Collateral" described therein in favor of the Collateral
Agent, substantially in the form of Exhibit C to the Revolving
Credit Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

     "Revolving I Credit Loans" is defined in the Revolving
Credit Agreement.

     "Revolving II Credit Loans" is defined in the Revolving
Credit Agreement.

     "Revolving I Credit Commitment Amount" is defined in the
Revolving Credit Agreement.

     "Revolving II Credit Commitment Amount" is defined in the
Revolving Credit Agreement.

     "S&P" means Standard & Poor's Rating Services.

     "SEC" means the Securities and Exchange Commission.

     "Second-Tier Subsidiaries" means each of the Subsidiaries of
the First-Tier Holding Companies listed on Item B of Schedule III
hereto and any other direct Subsidiary of any First-Tier Holding
Company from time to time acquired or created in accordance with
clause (c) of Section 7.1.7.

     "Securities" means any limited, general or other partnership
interest, or any stock, shares, voting trust certificates, bonds,
debentures, notes or other equity interests or evidences of
indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or any certificates of interest, shares, or
participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to,
purchase or acquire any of the foregoing, but shall not include
any evidence of the Obligations.

     "Securities Purchase Agreement" means the Purchase
Agreement, dated as of August 16, 1993, among the Borrower, the
Parent and the respective purchasers of the 1993 Senior Notes,
the Subordinated Notes and the Parent Debenture Units, as the
same may be amended, supplemented or otherwise modified from time
to time in accordance with Section 7.2.13.

     "Security Documents" means, collectively, the Revolving
Credit Security Documents and the Term Loan Security Documents.

     "Senior Secured Leverage Ratio" means, at the end of any
Fiscal Quarter, the ratio of

          (a)  Consolidated Total Senior Secured Debt of the
Borrower and its Subsidiaries outstanding at such time;

to

          (b)  Consolidated EBITDA of the Borrower and its
Subsidiaries for the period of four consecutive Fiscal Quarters
most recently ended on or prior to such date;

provided that if, during any such period, the Borrower or any of
its Subsidiaries shall have made one or more Acquisitions, the
Senior Secured Leverage Ratio for such period shall be calculated
on a Pro Forma Basis as if each such Acquisition had been made on
the first day of such period.

     "SFC Guaranty" is defined in the Revolving Credit Agreement.

     "Sold Receivables" means, collectively, the Receivables and
the other Related Property of each Subsidiary from time to time
party to the Receivables Sale Agreement.

     "Solvent" means, with respect to any Person and its
Subsidiaries on a particular date, that on such date (a) the fair
value of the property of such Person and its Subsidiaries on a
consolidated basis is greater than the total amount of
liabilities, including contingent liabilities, of such Person and
its Subsidiaries on a consolidated basis, (b) the present fair
salable value of the assets of such Person and its Subsidiaries
on a consolidated basis is not less than the amount that will be
required to pay the probable liability of such Person and its
Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (c) such Person does not intend to, and
does not believe that it or its Subsidiaries will, incur debts or
liabilities beyond the ability of such Person and its
Subsidiaries to pay as such debts and liabilities mature, and (d)
such Person and its Subsidiaries on a consolidated basis is not
engaged in business or a transaction, and such Person and its
Subsidiaries on a consolidated basis is not about to engage in
business or a transaction, for which the property of such Person
and its Subsidiaries on a consolidated basis would constitute an
unreasonably small capital.  The amount of Guarantee Obligations
at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.  For
purposes of this definition, (i) "fair value" means the amount at
which the aggregate assets of any entity would change hands
between a willing buyer and a willing seller, within a
commercially reasonable period of time, each having reasonable
knowledge of the relevant facts, neither being under any
compulsion to act, with equity to both and (ii) "present fair
saleable value" means the aggregate amount that may be realized
by an independent willing seller from an independent willing
buyer if an entity's assets are sold as an entity with reasonable
promptness in an arm's-length transaction under present
conditions for the sale of assets as an entity of the business
comprising such entity.

     "Special Purpose Subsidiary" means the special purpose,
bankruptcy-remote Subsidiary of the Borrower that, from time to
time upon receipt thereof, deposits into the Asset Sale Proceeds
Account all Asset Sale Proceeds and other cash contributed by the
Borrower or any of its Subsidiaries.

     "Stated Maturity Date" means, in the case of all Term Loans,
January 31, 2000 (or if such day is not a Business Day, the first
Business Day following such day).

     "Stella Sale" is defined in clause (d) of Section 3.1.1.

     "Subordinated Note Documents" means, collectively, the
Securities Purchase Agreement, the Subordinated Notes and the
Subordinated Note Indenture.

     "Subordinated Note Indenture" means the Indenture, dated as
of August 16, 1993, between the Subordinated Note Indenture
Trustee and the Borrower pursuant to which the Subordinated Notes
were issued, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with Section
7.2.13.

     "Subordinated Note Indenture Trustee" means United States
Trust Company of New York in its capacity as trustee for the
holders of the Subordinated Notes under the Subordinated Note
Indenture, and any successor thereto as trustee under the
Subordinated Note Indenture.

     "Subordinated Notes" means the 11-1/4% Series B Senior
Subordinated Notes due 2003 of the Borrower, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.13.

     "Subsidiary" means, with respect to any Person, any
corporation, partnership or other business entity of which more
than 50% of the outstanding capital stock (or other ownership
interest) having ordinary voting power to elect a majority of the
board of directors, managers or other voting members of the
governing body of such entity (irrespective of whether at the
time capital stock (or other ownership interest) of any other
class or classes of such entity shall or might have voting power
upon the occurrence of any contingency) is at the time directly
or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person.  Unless the context otherwise
specifically requires, the term "Subsidiary" shall be a reference
to a Subsidiary of the Borrower.

     "Subsidiary Guarantor" means any Subsidiary of the Borrower
(other than Inactive Subsidiaries and the Receivables Subsidiary)
which, at the time of determination, is a guarantor under the
Subsidiary Guaranty.

     "Subsidiary Guaranty" is defined in the Revolving Credit
Agreement.

     "Subsidiary Pledge Agreement" is defined in the Revolving
Credit Agreement.

     "Subsidiary Pledgor" means each Subsidiary of the Borrower
which owns any Capital Stock of any other Subsidiary of the
Borrower (other than the Capital Stock of a Foreign Subsidiary or
Trocano) or other Person.

     "Subsidiary Security Agreement" is defined in the Revolving
Credit Agreement.

     "Syndication Agent" is defined in the preamble.

     "Tax Sharing Agreements" means, collectively, (i) the Tax
Sharing Agreement, dated as of August 16, 1993, among the Parent
and the Borrower, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with Section
7.2.13 and (ii) the Tax Sharing Agreement, dated as of August 16,
1993 among the Parent, the Borrower and its Subsidiaries, in each
case as the same may be amended, supplemented or otherwise
modified from time to time in accordance with Section 7.2.13.

     "Taxes" means any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by (i) the United
States or any taxing authority or political subdivision thereof
or (ii) any other jurisdiction as a result of a connection
between the Borrower and such taxing jurisdiction, and in each
case any interest, additions to tax, penalties or additional
amounts payable with respect thereto.

     "Term Loan" is defined in Section 2.1.

     "Term Loan Commitment" is defined in Section 2.1.

     "Term Loan Commitment Amount" means $173,750,000.

     "Term Loan Commitment Termination Date" means the earliest
of

          (a)  March 31, 1998, if the Term Loans have not been
made on or prior to such date;

          (b)  the Closing Date (immediately after the making of
the Term Loans on such date); and

          (c)  the date on which any Term Loan Commitment
Termination Event occurs.

Upon the occurrence of any event described in clauses (b) or (c),
the Term Loan Commitment shall terminate automatically and
without any further action.

     "Term Loan Commitment Termination Event" means

          (a)  the occurrence of any Event of Default described
in clauses (a) through (d) of Section 8.1.9 with respect to the
Borrower; or

          (b)  the occurrence and continuance of any other Event
of Default and either

               (i)  the declaration of the Term Loans to be due
and payable pursuant to Section 8.3, or

               (ii)  the giving of notice by the Administrative
Agent, acting at the direction of the Required Term Loan Lenders,
to the Borrower that the Term Loan Commitments have been
terminated.

     "Term Loan Documents" means this Agreement, the Term Notes,
each Rate Protection Agreement under which the counterparty to
such agreement is (or at the time such Rate Protection Agreement
was entered into, was) a Term Loan Lender or an Affiliate of a
Term Loan Lender relating to Hedging Obligations of the Borrower
or any of its Subsidiaries, the Parent Agreement and the Term
Loan Security Documents and each other agreement, document or
instrument delivered in connection with this Agreement or any
other Term Loan Document, whether or not specifically mentioned
herein or therein.

     "Term Loan Lenders" is defined in the preamble.

     "Term Loan Obligations" means all obligations (monetary or
otherwise) of the Borrower and each other Obligor arising under
or in connection with this Agreement, the Term Notes, any Rate
Protection Agreement, each other Term Loan Document or any other
document made, delivered or given in connection therewith.

     "Term Loan Percentage" means, relative to any Term Loan
Lender, the applicable percentage relating to the Term Loan
Commitment, as set forth in Schedule II hereto or set forth in
the Lender Assignment Agreement, as such percentage may be
adjusted from time to time pursuant to Lender Assignment
Agreement(s) executed by such Term Loan Lender and its Assignee
Term Loan Lender(s) and delivered pursuant to Section 10.11.

     "Term Loan Security Documents" means, collectively, the
Borrower Pledge Agreement, the Borrower Security Agreement, each
Mortgage (if any), each Concentration Account Agreement, the
Collateral Account Agreement  and, from and after the execution
and delivery thereof, all other security documents hereafter
delivered to the Agents and the Collateral Agent granting a Lien
on any asset or assets of any Person to secure the Term Loan
Obligations or to secure any guarantee of the Term Loan
Obligations.

     "Term Note" means a promissory note of the Borrower payable
to the order of any Term Loan Lender, in the form of Exhibit A
hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to such Term Loan Lender resulting
from the outstanding Term Loans, and also means all other
promissory notes accepted from time to time in substitution
therefor or renewal thereof.

     "Trocano" means A. Trocano Construction, Inc., a California
corporation.

     "Type" means, relative to any Loan, the portion thereof, if
any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

     "U.C.C." means the Uniform Commercial Code as from time to
time in effect in the State of New York.

     "United States" or "U.S." means the United States of
America, its fifty states and the District of Columbia.

     "U.S. Person" means any Person that is a "United States
person" within the meaning of Section 7701(a)(30) of the Code (or
any applicable successor provision).

     "U.S. Subsidiary" means any Subsidiary of the Borrower that
is incorporated or organized in order or under the laws of the
United States or any state thereof.

     "Voting Stock" means, with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote
for the election of directors, managers or other voting members
of the governing body of such Person.

     "Welfare Plan" means a "welfare plan", as such term is
defined in section 3(1) of ERISA.

     "Wholly-owned" means, with respect to any direct or indirect
Subsidiary, any Subsidiary all of the outstanding common stock
(or similar equity interest) of which (other than any director's
qualifying shares or investments by foreign nationals mandated by
applicable laws) is owned directly or indirectly by the Borrower.

     Section 1.2    Use of Defined Terms.  Unless otherwise
defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings
when used in the Disclosure Schedule and in each Note, Borrowing
Request, Continuation/Conversion Notice, Loan Document, notice
and other communication delivered from time to time in connection
with this Agreement or any other Loan Document.

     Section 1.3    Cross-References.  Unless otherwise
specified, references in this Agreement and in each other Loan
Document to any Article or Section are references to such Article
or Section of this Agreement or such other Loan Document, as the
case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to
such clause of such Article, Section or definition.

     Section 1.4    Accounting and Financial Determinations.
Unless otherwise specified, all accounting terms used herein or
in any other Loan Document shall be interpreted, and all
accounting determinations and computations hereunder or
thereunder (including under Sections 7.1.1 and 7.2.5) shall be
made, in accordance with, those generally accepted accounting
principles ("GAAP") applied in the preparation of the financial
projections referred to in Section 5.1.7 except that (i) the
monthly financial statements provided pursuant to clause (c) of
Section 7.1.1 shall only be consistent with GAAP in all material
respects and shall not be required to include footnotes and (ii)
the quarterly financial statements provided pursuant to clause
(b) of Section 7.1.1 shall only be required to include footnotes
to the extent such footnotes would be required to be included on
a Form 10-Q filed with the SEC.  Unless otherwise expressly
provided, all financial covenants and defined financial terms
shall be computed on a consolidated basis for the Borrower and
its Subsidiaries, in each case without duplication.  In the event
that any Second-Tier Subsidiary is merged or consolidated with or
into, or all or substantially all of the assets of any Second-
Tier Subsidiary are transferred to, any other Subsidiary, each
reference to such Second-Tier Subsidiary in this Section 7.1.1
will be replaced by a reference to another Subsidiary or deleted,
as mutually agreed by the Borrower and the Syndication Agent.
The Administrative Agent shall promptly notify each Lender of any
such replacement or deletion.  In the event that a Second-Tier
Subsidiary of the Borrower assumes managerial responsibility for
one or more of the other Second-Tier Subsidiaries of the
Borrower, each reference to a Second-Tier Subsidiary in Section
7.1.1 shall be deemed a reference to all of such Second-Tier
Subsidiaries under such common managerial control, as mutually
agreed to by the Borrower and the Syndication Agent.  The
Borrower shall promptly notify each Lender of any such
consolidation of reporting for any affected Second-Tier
Subsidiaries.  If any preparation in the financial statements
referred to in Section 7.1.1 hereafter occasioned by the
promulgation of rules, regulations, pronouncements and opinions
by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) result in a change in
any results, amounts, calculations, ratios, standards or terms
found in this Agreement or any Loan Document from those which
would be derived or be applicable absent such changes, the
Borrower may reflect such changes in the financial statements and
certificates required to be delivered pursuant to Section 7.1.1,
but calculations of financial covenants shall be made without
giving effect to any such changes.  Upon the request of the
Borrower or any Lender the parties hereto agree to enter into
negotiations in order to amend the financial covenants and other
terms of this Agreement if there occur any changes in GAAP that
have a material effect on the financial statements of the
Borrower and its Subsidiaries, so as to equitably reflect such
changes with the desired result that the criteria for evaluating
the Borrower's and its Subsidiaries' financial condition and such
other terms shall be the same in all material respects after such
changes as if the changes had not been made.


ARTICLE II
TERM LOAN COMMITMENTS, BORROWING PROCEDURES AND TERM NOTES

     Section 2.1    Term Loan Commitments.  On the terms and
subject to the conditions of this Agreement (including Article
V), in a single Borrowing occurring on a Business Day on or prior
to the Term Loan Commitment Termination Date, each Term Loan
Lender that has a Term Loan Commitment, will make loans (relative
to such Term Loan Lender, its "Term Loans") to the Borrower equal
to such Term Loan Lender's Term Loan Percentage of the aggregate
amount of the Borrowing of Term Loans requested by the Borrower
to be made on such day (with the commitment of each such Term
Loan Lender described herein referred to as its "Term Loan
Commitment").  No amounts paid or prepaid with respect to
Term Loans may be reborrowed.

     Section 2.2    Term Loan Lenders Not Permitted or Required
to Make the Term Loans.  No Term Loan Lender shall be permitted
or required to, and the Borrower shall not request any Term Loan
Lender to, make any Term Loan on the Closing Date if, after
giving effect thereto, the aggregate original principal amount of
all the Term Loans:

          (a)  of all Term Loan Lenders would exceed the Term
Loan Commitment Amount, or

          (b)  of such Term Loan Lender would exceed such
Lender's Term Loan Percentage of the Term Loan Commitment Amount.

     Section 2.3    Borrowing Procedure.  The Borrower shall give
the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 10:00 a.m., New
York City time) not less than one Business Day prior to the
Closing Date (in the case of Base Rate Loans) or three Business
Days prior to the Closing Date (in the case of LIBO Rate Loans)
requesting that the Term Loan Lenders make the Term Loans on the
Closing Date and specifying (i) the aggregate principal amount of
the Term Loans to be borrowed, (ii) whether the Term Loans are to
be initially LIBO Rate Loans, Base Rate Loans or a combination
thereof, and (iii) if the Term Loans are to be entirely or partly
LIBO Rate Loans, the respective amounts of each such type of Term
Loan and the respective lengths of the initial Interest Periods
therefor.  Upon receipt of such notice the Administrative Agent
shall promptly notify each Term Loan Lender thereof.  Not later
than 11:00 a.m. New York City time, on the Closing Date each Term
Loan Lender shall deposit with the Administrative Agent same day
funds in an amount equal to such Term Loan Lender's Term Loan
Percentage of the Term Loans to be made on the Closing Date.
Such deposit will be made to an account which the Administrative
Agent shall specify by notice to the Term Loan Lenders.  Subject
to the provisions of Section 9.2, the Administrative Agent shall
make such funds available to the Borrower by wire transfer to the
accounts the Borrower shall have specified in its Borrowing
Request.  No Term Loan Lender's obligation to make any Term Loan
shall be affected by any other Term Loan Lender's failure to make
any Term Loan.

     Section 2.4    Continuation and Conversion Elections.   By
delivering a Continuation/Conversion Notice to the Administrative
Agent on or before 10:00 a.m., New York City time, on a Business
Day, the Borrower may from time to time irrevocably elect, on not
less than one Business Day's notice in the case of a continuation
of, or a conversion of LIBO Rate Loans into, Base Rate Loans, or
three Business Day's notice in the case of a continuation of LIBO
Rate Loans or a conversion of Base Rate Loans into LIBO Rate
Loans, and in either case not more than five Business Day's
notice, that all, or any portion in an aggregate minimum amount
of $5,000,000 and an integral multiple of $1,000,000, in the case
of LIBO Rate Loans, or an aggregate minimum amount of $1,000,000
and an integral multiple of $500,000, in the case of Base Rate
Loans, be, in the case of Base Rate Loans, converted into LIBO
Rate Loans or be, in the case of LIBO Rate Loans, converted into
Base Rate Loans or continued as LIBO Rate Loans (in the absence
of delivery of a Continuation/Conversion Notice with respect to
any LIBO Rate Loan at least three Business Days (but not more
than five Business Days) before the last day of the then current
Interest Period with respect thereto, such LIBO Rate Loan shall,
on such last day, automatically convert to a Base Rate Loan);
provided, however, that (x) each such conversion or continuation
shall be pro rated among the outstanding Term Loans of all Term
Loan Lenders that have made such Term Loans, and (y) no portion
of the outstanding principal amount of any Term Loans may, upon
the expiration of the applicable Interest Period, be continued
as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.

     Section 2.5    Funding.  Each Term Loan Lender may, if it so
elects, fulfill its obligation to make, continue or convert LIBO
Rate Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such
Term Loan Lender) to make or maintain such LIBO Rate Loan;
provided, however, that such LIBO Rate Loan shall nonetheless be
deemed to have been made and to be held by such Term Loan Lender,
and the obligation of the Borrower to repay such LIBO Rate Loan
shall nevertheless be to such Term Loan Lender, which such Term
Loan Lender may credit to the account of such foreign branch,
Affiliate or international banking facility.  In addition, the
Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of Section 4.1, 4.2, 4.3 or
4.4, it shall be conclusively assumed that each Term Loan Lender
elected to fund all LIBO Rate Loans by purchasing Dollar deposits
in its LIBOR Office's interbank eurodollar market.
Notwithstanding anything herein to the contrary, each Term Loan
Lender, upon the occurrence of any event giving rise to the
operation of Section 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6 with respect
to such Term Loan Lender, will use its best efforts to designate
another LIBOR Office for any Term Loans affected by such event,
provided, that such designation is made on such terms that such
Term Loan Lender and its LIBOR Office suffer no economic, legal
or regulatory disadvantage.

     Section 2.6    Register; Term Notes.

          (a)  Each Term Loan Lender may maintain in accordance
with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to such Term Loan Lender resulting
from each Term Loan made by such Term Loan Lender, including the
amounts of principal and interest payable and paid to such Term
Loan Lender from time to time hereunder.  In the case of a Term
Loan Lender that does not request, pursuant to clause (b)(ii)
below, execution and delivery of a Term Note evidencing the Term
Loans made by such Term Loan Lender to the Borrower, such account
or accounts shall, to the extent not inconsistent with the
notations made by the Administrative Agent in the Register, be
conclusive and binding on the Borrower absent manifest error;
provided, however, that the failure of any Term Loan Lender to
maintain such account or accounts shall not limit or otherwise
affect any Term Loan Obligations of the Borrower or any other
Obligor.

          (b)(i)  The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for
the purpose of this clause (b), to maintain a register (the
"Register") on which the Administrative Agent will record each
Term Loan Lender's Term Loan Commitment, the Term Loans made by
each Term Loan Lender and each repayment in respect of the
principal amount of the Term Loans of each Term Loan Lender and
annexed to which the Administrative Agent shall retain a copy of
each Lender Assignment Agreement delivered to the Administrative
Agent pursuant to Section 10.11.1.  Failure to make any
recordation, or any error in such recordation, shall not affect
the Borrower's obligation in respect of such Term Loans.  The
entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and
the Term Loan Lenders shall treat each Person in whose name a
Term Loan (and as provided in clause (ii) the Term Note
evidencing such Term Loan, if any) is registered as the owner
thereof for all purposes of this Agreement, notwithstanding
notice or any provision herein to the contrary. A Term Loan
Lender's Term Loan Commitment and the Term Loans made pursuant
thereto may be assigned or otherwise transferred in whole or in
part only by registration of such assignment or transfer in the
Register.  Any assignment or transfer of a Term Loan Lender's
Term Loan Commitment or the Term Loans made pursuant thereto
shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement duly
executed by the Assignor thereof.  No assignment or transfer of a
Term Loan Lender's Term Loan Commitment or the Term Loans made
pursuant thereto shall be effective unless such assignment or
transfer shall have been recorded in the Register by the
Administrative Agent as provided in this Section.

          (ii)  The Borrower agrees that, upon the request to the
Administrative Agent by any Term Loan Lender, the Borrower will
execute and deliver to such Term Loan Lender, as applicable, a
Term Note evidencing the Term Loans made by such Term Loan
Lender.  The Borrower hereby irrevocably authorizes each Term
Loan Lender to make (or cause to be made) appropriate notations
on the grid attached to such Term Loan Lender's Term Notes (or on
any continuation of such grid), which notations, if made, shall
evidence, inter alia, the date of the outstanding principal
amount of, and the interest rate and Interest Period applicable
to the Term Loans evidenced thereby.  Such notations shall, to
the extent not inconsistent with the notations made by the
Administrative Agent in the Register, be conclusive and binding
on the Borrower absent manifest error; provided, however, that
the failure of any Term Loan Lender to make any such notations
shall not limit or otherwise affect any Term Loan Obligations of
the Borrower or any other Obligor.  The Term Loans evidenced by
any such Term Note and interest thereon shall at all times
(including after assignment pursuant to Section 10.11.1) be
represented by one or more Term Notes payable to the order of the
payee named therein and its registered assigns.  Subject to the
provisions of Section 10.11.1, a Term Note and the obligation
evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or
transfer of such Term Note and the obligation evidenced thereby
in the Register (and each Term Note shall expressly so provide).
Any assignment or transfer of all or part of an obligation
evidenced by a Term Note shall be registered in the Register only
upon surrender for registration of assignment or transfer of the
Term Note evidencing such obligation, accompanied by a Lender
Assignment Agreement duly executed by the assignor thereof, and
thereupon, if requested by the assignee, one or more new Term
Notes shall be issued to the designated assignee and the old Term
Note shall be returned by the Administrative Agent to the
Borrower marked "exchanged."  No assignment of a Term Note and
the obligation evidenced thereby shall be effective unless it
shall have been recorded in the Register by the Administrative
Agent as provided in this Section.

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     Section 3.1  Repayments and Prepayments; Application.

     Section 3.1.1  Repayments and Prepayments.  The Borrower
shall repay in full the unpaid principal amount of each Term Loan
upon the Stated Maturity Date therefor.  Prior thereto, payments
and prepayments of Term Loans shall or may be made as set forth
below.

          (a)  From time to time on any Business Day, the
Borrower may make a voluntary prepayment, in whole or in part, of
the outstanding principal amount of any Term Loans, provided,
however, that

               (i)(x)  any such voluntary prepayment of Term
Loans shall be made pro rata between Term Loans and Revolving II
Credit Loans of the same type and, if applicable, having the same
Interest Period of all Term Loan Lenders and Revolving Credit
Lenders that have made such Term Loans and Revolving II Credit
Loans and (y) any such prepayment of Term Loans shall be made pro
rata among the Term Loans of the same type and, if applicable,
having the same Interest Period of all Term Loan Lenders;

               (ii)  all such voluntary prepayments shall require
at least three Business Day's notice, but no more than five
Business Day's notice, in writing to the Administrative Agent;

               (iii)  all such voluntary partial prepayments
shall be, in the case of LIBO Rate Loans, in an aggregate minimum
amount of $5,000,000 and an integral multiple of $1,000,000 and,
in the case of Base Rate Loans, in an aggregate minimum amount of
$1,000,000 and an integral multiple of $500,000, or in the
aggregate principal amount of all Term Loans and Revolving II
Credit Loans of the type then outstanding; and

               (iv)  any such voluntary prepayment of Term Loans
made on or prior to the first anniversary of the Closing Date
shall be subject to the payment of a premium as set forth below:

                    (A)  2.0% of the principal amount of the Term
Loans prepaid pursuant to this clause (a) of this Section 3.1.1
on and subsequent to the Closing Date and prior to the six-month
anniversary of the Closing Date; and

                    (B)  1.0% of the principal amount of the Term
Loans prepaid pursuant to this clause (a) of this Section 3.1.1
on and subsequent to the six-month anniversary and prior to the
first anniversary of the Closing Date.

          (b)  Not later than three Business Days following the
receipt by the Parent, the Borrower or any Subsidiary of the
Borrower of Net Cash Proceeds from either (i) the issuance or
sale of any of its Capital Stock (or other equity interests)
(other than pursuant to an Excluded Equity Issuance, as defined
below) or (ii) the incurrence of any Indebtedness (other than
Excluded Indebtedness, as defined below, or Indebtedness
permitted to be incurred pursuant to Section 7.2.2), as the case
may be, the Borrower shall make a mandatory prepayment of the
Term Loans and Revolving II Credit Loans in an amount equal to
100% of such Net Cash Proceeds of such issuance or sale of
Capital Stock (or other equity interests) or such incurrence of
Indebtedness, as the case may be, to be applied as set forth in
Section 3.1.2.

          For purposes of this clause (b), "Excluded Equity
Issuance" means (x) any issuance by the Parent of any of its
Capital Stock that does not constitute a Change in Control to the
extent that such issuance is made solely to the then current
shareholders of the Parent (and their respective Affiliates,
other than Persons becoming Affiliates because of such issuance
of Capital Stock of the Parent) and the Net Cash Proceeds of such
issuance are contributed by the Parent to the Borrower, (y) any
issuance by any Subsidiaries of the Borrower of additional shares
of its common stock to the Borrower or any Subsidiary of the
Borrower if such additional shares are immediately pledged by
such holder to the Collateral Agent pursuant to the Borrower
Pledge Agreement and (z) any issuance by the Parent to any
Management of the Parent, the Borrower and their Subsidiaries of
common stock of the Parent, or any option or other right to
purchase common stock of the Parent, pursuant to management
incentive programs approved by the Board of Directors of the
Parent from time to time provided that all such common stock so
issued, when aggregated with all such common stock issuable upon
the exercise of such options or other rights (whether or not
presently exercisable by the holders thereof), shall not exceed
15% of the common stock of the Parent (on a fully diluted basis);
and "Excluded Indebtedness" means any loans advanced to the
Parent by any existing stockholder of the Parent or any member of
the Management of the Borrower or the Parent, or any Affiliate
thereof.

          (c)  Not later than three Business Days following the
receipt by the Parent, the Borrower or any Subsidiary of the
Borrower of any Net Cash Proceeds constituting Asset Sale
Proceeds in excess of $250,000, the Borrower shall deliver to the
Administrative Agent a calculation of the amount of such Asset
Sale Proceeds and make a mandatory prepayment of the Term Loans
and Revolving II Credit Loans in an amount equal to 100% of the
excess of (i) the sum of (x) all such Asset Sale Proceeds
received from all Asset Sales plus (y) any Net Cash Proceeds
resulting from the Stella Sale which have not been applied
pursuant to clause (d) below, less (ii) $15,000,000, such excess
to be applied as set forth in Section 3.1.2; provided, however,
that no mandatory prepayment on account of Asset Sale Proceeds
shall be required under this clause (c) if the Borrower informs
the Agents in writing within one Business Day following the
receipt of such Asset Sale Proceeds of its, the Parent's or such
Subsidiary's good faith intention to apply such Asset Sale
Proceeds (A) to the replacement of the sold, conveyed or
transferred assets or property, (B) to the making of Investments
by the Borrower or its Subsidiaries which are permitted pursuant
to clause (h) of Section 7.2.6 or (C) to the making of Capital
Expenditures by the Borrower or its Subsidiaries which are
permitted pursuant to Section 7.2.8 and, in each case, such Asset
Sales Proceeds are applied as provided in such clauses (A), (B)
or (C) above within 360 days following the receipt of such Asset
Sale Proceeds, with the amount of such Asset Sale Proceeds unused
after such 360-day period being applied to the Term Loans and
Revolving II Credit Loans pursuant to Section 3.1.2.  The
Borrower shall, and shall cause the Parent or any Subsidiary of
the Borrower to, immediately contribute or cause to be
contributed all Net Cash Proceeds constituting Asset Sale
Proceeds that are or may be required to be used to prepay the
Term Loans and Revolving II Credit Loans pursuant to this clause
(c) to the Special Purpose Subsidiary for deposit into the Asset
Sale Proceeds Account.

          (d)  On or prior to November 30, 1998, the Borrower
shall make (or shall otherwise cause to be made) a mandatory
prepayment to the Term Loans and Revolving II Credit Loans from
or in respect of Net Cash Proceeds received by the Borrower from
the sale of all the issued and outstanding Capital Stock of
Stella Holdings, Inc. (the "Stella Sale"), which prepayment shall
be in a sufficient amount such that the Borrower shall not be
required to offer to purchase any 1993 Senior Notes pursuant to
Section 4.10 of the 1993 Senior Note Indenture or any 1995 Senior
Notes pursuant to Section 4.10 of the 1995 Senior Note Indenture
or any Subordinated Notes pursuant to Section 4.10 of the
Subordinated Note Indenture with or in respect of any proceeds
resulting from the Stella Sale.

          (e)  Within 60 days following the receipt by the
Borrower or any of its Subsidiaries of any Casualty Proceeds in
excess of $1,000,000, the Borrower shall make a mandatory
prepayment of the Term Loans and Revolving II Credit Loans in an
amount equal to 100% of such Casualty Proceeds, to be applied as
set forth in Section 3.1.2; provided, that no mandatory
prepayment on account of Casualty Proceeds shall be required
under this clause if the Borrower informs the Agents no later
than 60 days following the occurrence of the Casualty Event
resulting in such Casualty Proceeds of its or its Subsidiary's
good faith intention to apply such Casualty Proceeds to the
rebuilding or replacement of the damaged, destroyed or condemned
assets or property and in fact uses such Casualty Proceeds to
rebuild or replace the damaged, destroyed or condemned assets or
property within 360 days following the receipt of such Casualty
Proceeds, with the amount of such Casualty Proceeds unused after
such 360 day period being applied to the Term Loans and Revolving
II Credit Loans as set forth in Section 3.1.2.

          (f)  On the Stated Maturity Date and on each Quarterly
Payment Date occurring during any period set forth below, the
Borrower shall make a scheduled repayment of the aggregate
outstanding principal amount, if any, of all Term Loans in an
amount equal to the amount set forth below opposite the Stated
Maturity Date or such Quarterly Payment Date, as applicable:

                                                  Amount of Required
     Period                                  Quarterly Principal Payment
     ------                                  ---------------------------
     July 31, 1998 through (and including)           $    434,375
     October31, 1999

      Stated Maturity Date                            171,143,750

          (g)  Immediately upon any acceleration of the Stated
Maturity Date of any Term Loans pursuant to Section 8.2 or
Section 8.3, the Borrower shall repay in full the aggregate
outstanding principal amount of all Term Loans.

Each prepayment of any Term Loans and Revolving II Credit Loans
made pursuant to this Section shall be without premium or
penalty, except as may be required by clause (a)(iv) of Section
3.1.1 or Section 4.4.

     Section 3.1.2  Application.  Amounts prepaid shall be
applied as set forth in this Section 3.1.2.

          (a)  Subject to clause (b) below, each prepayment or
repayment of the principal of Term Loans and Revolving II Credit
Loans shall be applied, to the extent of such prepayment or
repayment, first, to the principal amount thereof being
maintained as Base Rate Loans, and second, to the principal
amount thereof being maintained as LIBO Rate Loans; provided,
that mandatory prepayments of LIBO Rate Loans made pursuant to
clauses (b), (c), (d), and (e) of Section 3.1.1, if not made on
the last day of the Interest Period with respect thereto, shall,
at the Borrower's option, so long as no Default has occurred and
is continuing, be prepaid subject to the provisions of Section
4.4, or the amount required to be applied to the prepayment of
LIBO Rate Loans (after application to any Base Rate Loans) shall
be deposited with the Administrative Agent or another Lender as
cash collateral for such Term Loans and Revolving II Credit Loans
on terms reasonably satisfactory to the Administrative Agent (or
such Lender) and thereafter shall be applied in the order of the
Interest Periods next ending most closely to the date of receipt
of the proceeds in respect of which such prepayment is required
to be made and on the last day of each such Interest Period
(together with a payment of all interest that is due on the last
day of each such Interest Period pursuant to clause (d) of
Section 3.2.3).  After such application, unless an Event of
Default shall have occurred and be continuing, any remaining
interest earned on such cash collateral shall be paid to the
Borrower.

          (b)  Each voluntary prepayment of Term Loans and
Revolving II Credit Loans and each mandatory prepayment of Term
Loans and Revolving II Credit Loans made pursuant to clauses (b),
(c), (d), and (e) of Section 3.1.1 shall be applied, to the
extent of such prepayment, pro rata to a prepayment of the
outstanding principal amount of all Term Loans and Revolving II
Credit Loans until all such Term Loans and Revolving II Credit
Loans have been paid in full, and, thereafter, to a reduction of
the Revolving II Credit Commitment Amount, and once all Term
Loans and Revolving II Credit Loans have been repaid in full and
the Revolving II Credit Commitment Amount reduced to zero, all
prepayments of Term Loans and Revolving II Credit Loans made
pursuant to clauses (b), (c), (d) and (e) of Section 3.1.1 shall
be applied to the repayment of any outstanding Revolving I Credit
Loans and to cash collateralize Reimbursement Obligations in
respect of Revolving Credit Letters of Credit.

          (c )  With respect to any prepayment of Term Loans and
Revolving II Credit Loans made pursuant to clause (b) of Section
3.1.1, the Administrative Agent will as soon as is practicable
(but in any event no later than the date on which the Borrower
has provided such prepayment to the Administrative Agent) provide
notice of such prepayment to each Term Loan Lender and Revolving
Credit Lender having outstanding Revolving II Credit Loans prior
to the distribution of the funds from such prepayment, and each
Term Loan Lender and Revolving Credit Lender having outstanding
Revolving II Credit Loans will have the right to refuse any such
prepayment by giving written notice of such refusal to the
Administrative Agent within three Business Days after such Term
Loan Lender's and Revolving Credit Lender's receipt of notice
from the Administrative Agent of such prepayment (but in any
event no later than one day prior to the date on which such
prepayment is to be made), and the Borrower's obligation to
prepay such Term Loan Lender's Term Loans and Revolving Credit
Lender's Revolving II Credit Loans shall be discharged with the
Administrative Agent's delivery of such notice to the Borrower
and, to the extent received, the Administrative Agent shall
promptly return to the Borrower any amounts received in respect
of such Term Loan Lender's Term Loans and Revolving Credit
Lender's Revolving II Credit Loans.

     Section 3.2  Interest Provisions.  Interest on the
outstanding principal amount of Term Loans shall accrue and be
payable in accordance with this Section 3.2.

     Section 3.2.1  Rates.  Pursuant to an appropriately
delivered Borrowing Request or Continuation/Conversion Notice,
the Borrower may elect that Term Loans comprising a Borrowing
accrue interest at a rate per annum:

          (a)  on that portion maintained from time to time as a
Base Rate Loan, equal to the sum of the Alternate Base Rate from
time to time in effect plus the Applicable Term Loan Margin; and

          (b)  on that portion maintained as a LIBO Rate Loan,
during each Interest Period applicable thereto, equal to the sum
of the LIBO Rate (Reserve Adjusted) for such Interest Period plus
the Applicable Term Loan Margin.

     All LIBO Rate Loans shall bear interest from and including
the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest
rate determined as applicable to such LIBO Rate Loan.

     Section 3.2.2  Post-Maturity Rates.  Upon the occurrence and
continuance of (i) any Event of Default described in Section
8.1.1 or clauses (a) through (d) of Section 8.1.9 or (ii) any
other Event of Default which shall remain uncured for thirty days
(without giving effect to any grace period therefor), all Term
Loans shall bear, and the Borrower shall pay, but only to the
extent permitted by law, interest (after as well as before
judgment) thereon in arrears at a rate per annum equal to the
rate that would otherwise be applicable to such Term Loans
maintained as Base Rate Loans pursuant to Section 3.2.1 plus 5.0%
on the last day of each calendar month or, if such day is not a
Business Day, the next succeeding Business Day.

     Section 3.2.3  Payment Dates.  Interest accrued on each Term
Loan shall be payable, without duplication:

          (a)  on the Stated Maturity Date therefor;

          (b)  subject to the provisions of clause (a) of Section
3.1.2, on the date of any payment or prepayment, in whole or in
part, of principal outstanding on such Term Loan on the principal
amount so paid or prepaid;

          (c)  with respect to Base Rate Loans, on each Quarterly
Payment Date occurring after the Closing Date;

          (d)  with respect to LIBO Rate Loans, on the last day
of each applicable Interest Period (and, if such Interest Period
shall exceed three months, on the third-month anniversary of such
Interest Period);

          (e)  with respect to any Base Rate Loans converted into
LIBO Rate Loans on a day when interest would not otherwise have
been payable pursuant to clause (c), on the next Quarterly
Payment Date; and

          (f)  on that portion of any Term Loans the Stated
Maturity Date of which is accelerated pursuant to Section 8.2 or
Section 8.3, immediately upon such acceleration.

Interest accrued on Term Loans or other monetary Obligations
arising under this Agreement or any other Term Loan Document
after the date such amount is due and payable (whether on the
Stated Maturity Date, upon acceleration or otherwise) shall be
payable upon demand.

     Section 3.3  Fees.  The Borrower agrees to pay to the
Administrative Agent, for its own account, the annual
administration fees referred to in the letter agreement, dated
March 13, 1998, among the Borrower, the Revolving Credit
Borrowers and the Administrative Agent with respect thereto.


ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS

     Section 4.1  LIBO Rate Lending Unlawful.  If any Term Loan
Lender shall determine (which determination shall, upon notice
thereof to the Borrower and the Term Loan Lenders, be conclusive
and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law, in each case after
the date upon which such Term Loan Lender shall have become a
Term Loan Lender hereunder, makes it unlawful, or any central
bank or other Regulatory Authority asserts, after such date, that
it is unlawful, for such Term Loan Lender to make, continue or
maintain any Term Loan as, or to convert any Term Loan into, a
LIBO Rate Loan, the obligations of such Term Loan Lender to make,
continue, maintain or convert any such LIBO Rate Loan shall, upon
such determination, forthwith be suspended until such Term Loan
Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and all
outstanding LIBO Rate Loans of such Term Loan Lender shall
automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if
required by such law or assertion.  Each Term Loan Lender agrees
to promptly give notice to the Administrative Agent and the
Borrower when the circumstances causing such suspension cease to
exist.

     Section 4.2  Deposits Unavailable.  If the Administrative
Agent shall have determined that

          (a)  with respect to any proposed LIBO Rate Loan,
Dollar deposits in the relevant amount and for the relevant
Interest Period are not generally available in the relevant
market; or

          (b)  by reason of circumstances affecting the relevant
market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to LIBO Rate Loans for the relevant
Interest Period;

then, upon notice from the Administrative Agent to the Borrower
and the Term Loan Lenders, the obligations of all Term Loan
Lenders under Section 2.3 and Section 2.4 to make or continue
after the relevant Interest Period any Term Loans as, or to
convert any Term Loans into, LIBO Rate Loans shall forthwith be
suspended until the Administrative Agent shall notify the
Borrower and the Term Loan Lenders that the circumstances causing
such suspension no longer exist.

     Section 4.3  Increased LIBO Rate Loan Costs, etc.  The
Borrower agrees to reimburse each Term Loan Lender for any
increase in the cost to such Term Loan Lender of, or any
reduction in the amount of any sum receivable by such Term Loan
Lender in respect of, making, continuing or maintaining (or of
its obligation to make, continue or maintain) any Term Loans as,
or of converting (or of its obligation to convert) any Term Loans
into, LIBO Rate Loans (except for any increase taken into account
in determining the LIBOR Reserve Percentage and except for
increased capital costs and Taxes which are governed by Sections
4.5 and 4.6, respectively) that arise in connection with any
change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in after the date
hereof of, any law or regulation, directive, guideline, decision
or request (whether or not having the force of law) of any court,
central bank, regulator or other Regulatory Authority.  Such Term
Loan Lender shall use all commercially reasonable efforts to
promptly notify the Administrative Agent and the Borrower in
writing within 90 days of the occurrence of any such event (which
notice shall in any event be delivered no later than 120 days
after the audited annual financial statements are reported for
the fiscal year of such Term Loan Lender ended following the
payment and performance in full of all Obligations, the
termination of all Commitments and the expiration of all
Revolving Credit Letters of Credit), such notice to state, in
reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Term Loan Lender for such
increased cost or reduced amount.  Such additional amounts shall
be payable by the Borrower directly to such Term Loan Lender
within five days of its receipt of such notice, and such notice
shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

     Section 4.4  Funding Losses.  In the event any Term Loan
Lender shall incur any loss or expense (including any loss or
expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Term Loan Lender to
make, continue or maintain any portion of the principal amount of
any Term Loan as, or to convert any portion of the principal
amount of any Term Loan into, a LIBO Rate Loan) as a result of

          (a)  any conversion or repayment or prepayment of the
principal amount of any LIBO Rate Loans on a date other than the
scheduled last day of the Interest Period applicable thereto,
whether pursuant to Section 3.1 or otherwise;

          (b)  any Term Loans not being made as LIBO Rate Loans
in accordance with the Borrowing Request therefor; or

          (c )  any Term Loans not being continued as, or
converted into, LIBO Rate Loans in accordance with the
Continuation/Conversion Notice therefor,

then, upon the written notice of such Term Loan Lender to the
Borrower (with a copy to the Administrative Agent) (which notice
such Term Loan Lender shall use all commercially reasonable
efforts to deliver to the Borrower within 90 days of the
occurrence of any such event and which notice shall in any event
be delivered no later than 120 days after the annual audited
financial statements are reported for the fiscal year of such
Term Loan Lender ended following the payment and performance in
full of all Obligations, the termination of all Commitments and
the expiration of all Revolving Credit Letters of Credit), the
Borrower shall, within five days of its receipt thereof, pay
directly to such Term Loan Lender such amount as will (in the
reasonable determination of such Term Loan Lender) reimburse such
Term Loan Lender for such loss or expense.  Such written notice
(which shall include calculations in reasonable detail) shall, in
the absence of manifest error, be conclusive and binding on the
Borrower.

     Section 4.5  Increased Capital Costs.  If any change in, or
the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other
Regulatory Authority, in each case occurring after the applicable
Term Loan Lender becomes a Term Loan Lender hereunder, affects or
would affect the amount of capital required or expected to be
maintained by any Term Loan Lender or any Person controlling such
Term Loan Lender, and such Term Loan Lender determines (in good
faith but in its sole and absolute discretion) that the rate of
return on its or such controlling Person's capital as a
consequence of the Term Loan Commitments or the Term Loans made
by such Term Loan Lender is reduced to a level below that which
such Term Loan Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then,
in any such case upon notice from time to time by such Term Loan
Lender to the Borrower (which notice such Term Loan Lender shall
use all commercially reasonable efforts to deliver to the
Borrower within 90 days of the occurrence of any such event and
which notice shall in any event be delivered no later than 120
days after the annual audited financial statements are reported
for the fiscal year of such Term Loan Lender ended following the
payment and performance in full of all Obligations, the
termination of all Commitments and the expiration of all
Revolving Credit Letters of Credit), the Borrower shall
immediately pay directly to such Term Loan Lender additional
amounts sufficient to compensate such Term Loan Lender or such
controlling Person for such reduction in rate of return.  A
statement of such Term Loan Lender as to any such additional
amount or amounts (including calculations thereof in reasonable
detail) shall be sent by such Term Loan Lender to the Borrower
and shall, in the absence of manifest error, be conclusive and
binding on the Borrower.  In determining such amount, such Term
Loan Lender may use any method of averaging and attribution that
it (in its sole and absolute discretion) shall deem applicable.

     Section 4.6  Taxes.  (a)  All payments by the Borrower of
principal of, and interest on, or other amounts in respect of,
the Term Loans and all other amounts payable hereunder (including
fees) and the Term Notes shall be made free and clear of and
without deduction for any Taxes, except to the extent that any
such withholdings or deductions are required by applicable law,
rule or regulations.  In that event, the Borrower will

               (i)  pay directly to the relevant authority the
full amount of Taxes required to be so withheld or deducted;

               (ii)  promptly forward to the Administrative Agent
an official receipt or other documentation reasonably
satisfactory to the Administrative Agent evidencing such payment
to such authority; and

               (iii)  if such Taxes are Covered Taxes, pay to the
Administrative Agent for the account of the Term Loan Lenders
such additional amount or amounts as is necessary to ensure that
the net amount actually received by each Term Loan Lender will
equal the full amount such Term Loan Lender would have received
had no such withholding or deduction been required.

     In addition, if the Borrower, any Term Loan Lender, or the
Administrative Agent is required by law at any time to pay any
Covered Tax on, or calculated by reference to, any sum received
or receivable by or on behalf of any Term Loan Lender or the
Administrative Agent under this Agreement or any Notes, then (i)
with respect solely to any such requirement with respect to a
Term Loan Lender or the Administrative Agent, any applicable Term
Loan Lender or the Administrative Agent shall, as promptly as
practicable following such Person having notice of such
requirement, give notice to the Borrower of such requirement and
(ii) the Borrower shall, promptly after having received such
notice, pay or procure the payment of such Covered Tax.  If the
Borrower pays any such Covered Taxes as required by the
immediately preceding sentence, then the Borrower will promptly
forward to the Administrative Agent an official receipt or other
documentation reasonably satisfactory to the Administrative Agent
evidencing such payment of Covered Taxes to the relevant taxing
authority.  Without prejudice to the preceding provisions, if the
Administrative Agent or any Term Loan Lender is required by law
to make any payment on account of Covered Taxes on or in relation
to any sum received under this Agreement or any Note, or any
liability for Covered Taxes in respect of any such sum is
imposed, levied or assessed against any Term Loan Lender or the
Administrative Agent, the Borrower will indemnify each such Term
Loan Lender and the Administrative Agent for the full amount of
Covered Taxes paid by such Term Loan Lender or the Administrative
Agent (as the case may be), whether or not such Covered Taxes
were correctly or legally asserted.  Such indemnification shall
be made within 30 days of the demand of the Term Loan Lender or
the Administrative Agent therefor.  In addition, if the Borrower
fails to remit to the Administrative Agent, for the account of
the respective Term Loan Lenders, the required receipts or other
required documentary evidence of its payment of any Taxes, the
Borrower shall indemnify the Administrative Agent and the Term
Loan Lenders for any incremental Taxes, interest or penalties
that may become payable by the Administrative Agent and any Term
Loan Lender as a result of any such failure.  For purposes of
this Section 4.6, the transfer by the Administrative Agent or any
Term Loan Lender to or for the account of any Term Loan Lender of
any sum received from the Borrower on account of amounts required
to be paid by the Borrower hereunder in respect of Covered Taxes
imposed with respect to the recipient shall be deemed a payment
by the Borrower of such amounts.

          (b)  Each Term Loan Lender that is an original
signatory to this Agreement and the Administrative Agent hereby
severally (but not jointly) represent that, under applicable law
and treaties in effect as of the date of the Term Loans, no
United States federal income taxes will be required to be
withheld by the Administrative Agent or the Borrower with respect
to any payments to be made to such Person in respect of this
Agreement.  Each Term Loan Lender that is an original signatory
hereto (and each Person which becomes a Term Loan Lender by
assignment, transfer or participation pursuant to Section 10.11
hereof) and the Administrative Agent (and each Person that
becomes the Administrative Agent by appointment pursuant to
Section 9.4 hereof), agrees severally (but not jointly) that, on
or prior to the date of the Term Loans (or on or prior to the
date of such assignment, transfer or appointment, as the case may
be) it will in each case deliver to the Borrower and the
Administrative Agent the following:

               (i)  in the case of a Person other than a Non-U.S.
Term Loan Lender, two copies of a statement certifying that such
Person is a U.S. Person, which statement shall contain the
address, if any, of such Person's office or place of business in
the United States, and shall be signed by an authorized officer
of such Person, together with two duly completed copies of United
States Internal Revenue Service Form W-9 (or applicable successor
form) (unless it establishes to the reasonable satisfaction of
the Administrative Agent and the Borrower that it is otherwise
eligible for an exemption from backup withholding tax or other
applicable withholding tax), or

               (ii)  in the case of a Non-U.S. Term Loan Lender,
either (A) two duly completed copies of United States Internal
Revenue Service Form 1001 or 4224 (or applicable successor form)
certifying in each case that such Person is entitled to receive
payments under this Agreement and the Notes payable to it without
deduction or withholding of any United States federal income
taxes and two duly completed copies of United States Internal
Revenue Service Form W-8 or Form W-9 (or applicable successor
form) or (B) in the case of an assignee Term Loan Lender that is
not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and that does not comply with the requirements of clause (i)
hereof, then a statement in the form of statement in
substantially the form of Exhibit M hereto (an "Exemption
Certificate") to the effect that such assignee Term Loan Lender
is eligible for a complete exemption from withholding of United
States withholding tax under Section 871(h) or Section 881(c) of
the Code and two duly completed and signed original copies of
Internal Revenue Service Form W-8.

Each Person who delivers to the Borrower and the Administrative
Agent a Form W-8, W-9, 1001 or 4224, or applicable successor
form, pursuant to this clause, further undertakes to deliver to
the Borrower and the Administrative Agent two further copies of
said Form W-8, W-9, 1001, 4224, or applicable successor form, or
other manner of certification, as the case may be, on or before
the date that any such form expires or becomes obsolete or after
the occurrence of any event requiring a change in the most recent
form previously delivered by it to the Borrower, and such
extensions or renewals thereof as may reasonably be requested by
the Borrower, certifying that such Person is entitled to receive
payments under this Agreement without deduction or withholding of
any United States federal income taxes, unless in any such case
any change in law, rule, regulation, treaty or directive, or in
the interpretation or application thereof (a "Law Change"), has
occurred prior to the date on which any such delivery would
otherwise be required, which Law Change renders any such form
inapplicable or which would prevent such Person from duly
completing and delivering any such form with respect to it.

      The Borrower shall not be required to indemnify any Non-
U.S. Term Loan Lender, or pay any additional amounts to any Non-
U.S. Term Loan Lender, in respect of United States Federal
withholding tax pursuant to clause (a) above to the extent that
the obligation to pay such additional amounts would not have
arisen but for a failure by such Non-U.S. Term Loan Lender to
comply with this clause (b); provided, however, that this clause
(b) shall not limit the indemnity obligations of the Borrower to
the Administrative Agent.

          Any Term Loan Lender claiming any indemnity payment or
additional amounts payable pursuant to this Section 4.6 shall
file any certificate or document reasonably requested in writing
by the Borrower if the making of such a filing would avoid the
need for or reduce the amount of any such indemnity payment or
additional amount which may thereafter accrue and would not, in
the determination of such Term Loan Lender, be otherwise
disadvantageous to such Term Loan Lender.

          (c)  The agreements in this Section shall survive the
termination of this Agreement and the payment of the Term Notes
and all other amounts payable hereunder.

     Section 4.7  Payments, Computations, etc.  Unless otherwise
expressly provided, all payments by the Borrower pursuant to this
Agreement, the Term Notes, or any other Term Loan Document shall
be made by the Borrower to the Administrative Agent for the pro
rata account of the Term Loan Lenders entitled to receive such
payment.  All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or
counterclaim, not later than 12:00 noon, New York City time, on
the date due, in same day or immediately available funds, to such
account as the Administrative Agent shall specify from time to
time by notice to the Borrower.  Funds received after that time
shall be deemed to have been received by the Administrative Agent
on the next succeeding Business Day.  The Administrative Agent
shall promptly remit on the day it has received (or is deemed to
have received under the preceding sentence) in same day funds to
each Term Loan Lender its share, if any, of such payments
received by the Administrative Agent for the account of such Term
Loan Lender.  All interest (including interest on LIBO Rate
Loans) and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee
is payable over a year comprised of 360 days (or, in the case of
interest on a Base Rate Loan (calculated at other than the
Federal Funds Rate), 365 days or, if appropriate, 366 days).
Whenever any payment to be made shall otherwise be due on a day
which is not a Business Day, such payment shall (except as
otherwise required by clause (c) of the definition of the term
"Interest Period") be made on the next succeeding Business Day
and such extension of time shall be included in computing
interest and fees, if any, in connection with such payment.

     Section 4.8  Sharing of Payments.  If any Term Loan Lender
shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of
any Loan (other than pursuant to the terms of Section 4.3, 4.4,
4.5 or 4.6) in excess of its pro rata share of payments then or
therewith obtained by all Term Loan Lenders, such Term Loan
Lender shall purchase from the other Term Loan Lenders such
participations in Borrowings made by them as shall be necessary
to cause such purchasing Term Loan Lender to share the excess
payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or
other recovery is thereafter recovered from such purchasing Term
Loan Lender, the purchase shall be rescinded and each Term Loan
Lender which has sold a participation to the purchasing Term Loan
Lender shall repay to the purchasing Term Loan Lender the
purchase price to the ratable extent of such recovery together
with an amount equal to such selling Term Loan Lender's ratable
share (according to the proportion of

          (a)  the amount of such selling Term Loan Lender's
required repayment to the purchasing Term Loan Lender

to

          (b)  total amount so recovered from the purchasing Term
Loan Lender)

of any interest or other amount paid or payable by the purchasing
Term Loan Lender in respect of the total amount so recovered.
The Borrower agrees that any Term Loan Lender so purchasing a
participation from another Term Loan Lender pursuant to this
Section may, to the fullest extent permitted by law, exercise all
its rights of payment (including pursuant to Section 4.9) with
respect to such participation as fully as if such Term Loan
Lender were the direct creditor of the Borrower in the amount of
such participation.  If under any applicable bankruptcy,
insolvency or other similar law, any Term Loan Lender receives a
secured claim in lieu of a setoff to which this Section applies,
such Term Loan Lender shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner
consistent with the rights of the Term Loan Lenders entitled
under this Section to share in the benefits of any recovery on
such secured claim.

     Section 4.9  Setoff.  Each Term Loan Lender shall, upon the
occurrence and during the continuance of any Event of Default
described in clauses (a) through (d) of Section 8.1.9 or, with
the consent of the Required Term Loan Lenders, upon the
occurrence and during the continuance of any other Event of
Default, have the right to appropriate and apply to the payment
of all Term Loan Obligations then due and payable to it (whether
as a result of stated maturity, acceleration or otherwise) and
after giving effect to the operation of Section 4.8, and (as
security for such Term Loan Obligations) the Borrower hereby
grants to each Term Loan Lender a continuing security interest
in, any and all balances, credits, deposits, accounts or moneys
of the Borrower then or thereafter maintained with such Term Loan
Lender; provided, however, that any such appropriation and
application shall be subject to the provisions of Section 4.8.
Each Term Loan Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application
made by such Term Loan Lender; provided, however, that the
failure to give such notice shall not affect the validity of such
setoff and application.  The rights of each Term Loan Lender
under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or
otherwise) which such Term Loan Lender may have.

     Section 4.10  Replacement of Term Loan Lenders.  Each Term
Loan Lender hereby severally agrees as set forth in this Section:

          (a)  If any Term Loan Lender (a "Subject Lender") makes
demand upon the Borrower for (or if the Borrower is otherwise
required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or
gives notice pursuant to Section 4.1 requiring a conversion of
such Subject Lender's LIBO Rate Loans to Base Rate Loans, or if
such Subject Lender defaults in its obligation to fund Borrowings
hereunder, the Borrower may, within 90 days of receipt by the
Borrower of such demand or notice, or the occurrence of such
other event causing the Borrower to be required to pay such
compensation), or the occurrence of such default, as the case may
be, give notice (a "Replacement Notice") in writing to the
Syndication Agent and such Subject Lender of its intention to
replace such Subject Lender with a financial institution
designated in such Replacement Notice.  If the Syndication Agent
shall, in the exercise of its reasonable discretion and within 30
days of its receipt of such Replacement Notice, notify the
Borrower and such Subject Lender in writing that the designated
financial institution is reasonably satisfactory to the
Syndication Agent, then such Subject Lender shall, subject to the
payment of any amounts due pursuant to Section 4.4, assign, in
accordance with Section 10.11.1, all of its Term Loan
Commitments, Term Loans, Term Notes and other rights and
obligations under this Agreement and all other Loan Documents to
such designated financial institution; provided, however, that
(i) such assignment shall be without recourse, representation or
warranty (other than that such Term Loan Lender owns the Term
Loan Commitments, Term Loans and Term Notes being assigned, free
and clear of any Liens) and shall be on terms and conditions
reasonably satisfactory to such Subject Lender and such
designated financial institution and (ii) the purchase price paid
by such designated financial institution shall be in the amount
of such Subject Lender's Loans, together with all accrued and
unpaid interest and fees in respect thereof, plus all other
amounts (other than the amounts demanded and unreimbursed under
Sections 4.3, 4.5 and 4.6, which shall be payable upon demand by
the Borrower), owing to such Subject Lender hereunder.
_
ARTICLE V
CONDITIONS TO TERM LOANS

     Section 5.1  Term Loans.  The obligations of the Term Loan
Lenders to make the Term Loans shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set
forth in this Section 5.1.

     Section 5.1.1  Resolutions, etc.  The Collateral Agent shall
have received from the Borrower and each other Obligor, as
applicable, (i) a copy of a good standing certificate, dated a
date reasonably close to the Closing Date, for each such Person
and (ii) a certificate, dated the date of the Term Loans and with
counterparts for each Term Loan Lender, duly executed and
delivered by such Person's Secretary or Assistant Secretary as to

          (a)  resolutions of each such Person's Board of
Directors then in full force and effect authorizing, to the
extent relevant, all aspects of the Refinancing occurring in
connection with the Term Loans applicable to such Person, and, in
the case of the Revolving Credit Borrowers, the credit extensions
to be made pursuant to the Revolving Credit Agreement and the
execution, delivery and performance of this Agreement, the Term
Notes, each other Loan Document to be executed by such Person and
the transactions contemplated hereby and thereby;

          (b)  the incumbency and signatures of those of its
officers or managing members authorized to act with respect to
this Agreement, the Term Notes and each other Loan Document to be
executed by such Person; and

          (c)  the full force and validity of each Organic
Document of such Person and copies thereof,

upon which certificates each Agent, the Collateral Agent and Term
Loan Lender may conclusively rely until it shall have received a
further certificate of the Secretary, Assistant Secretary or
other duly authorized representative of any such Person canceling
or amending the prior certificate of such Person.

     Section 5.1.2  Loan Documents.  The Collateral Agent shall
have received (i) this Agreement, executed and delivered by an
Authorized Officer of the Borrower, (ii) for the account of each
relevant Term Loan Lender requesting the same, a Term Note
conforming to the requirements hereof and executed and delivered
by an Authorized Officer of the Borrower, (iii) the Revolving
Credit Agreement, executed and delivered by an Authorized Officer
of each Revolving Credit Borrower, (iv) for the account of each
Revolving Credit Lender, a Revolving Credit Note conforming to
the requirements of the Revolving Credit Agreement and executed
and delivered by an Authorized Officer of each Revolving Credit
Borrower and (v) each other Loan Document, each executed and
delivered by an Authorized Officer of each Obligor party thereto.

     Section 5.1.3  Payment of Outstanding Indebtedness, etc.
All Indebtedness identified in Item 7.2.2(b) ("Indebtedness to be
Paid") of the Disclosure Schedule, together with all interest,
all prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds
of the Term Loans and the Revolving Credit Loans and the
commitments in respect of such Indebtedness shall have been
terminated, and all Liens securing payment of any such
Indebtedness have been released and the Collateral Agent shall
have received all Uniform Commercial Code Form UCC-3 termination
statements or other instruments as may be suitable or appropriate
in connection therewith.

     Section 5.1.4  Borrower Closing Date Certificate.  The
Collateral Agent shall have received, with counterparts for each
Agent and Term Loan Lender, the Borrower Closing Date
Certificate, dated as of the date hereof, appropriately completed
and duly executed and delivered by an Authorized Officer of the
Borrower, in which certificates the Borrower shall agree and
acknowledge that the statements made therein shall be deemed to
be true and correct representations and warranties of the
Borrower.  All documents and agreements required to be appended
to the Borrower Closing Date Certificate shall be in form and
substance satisfactory to the Syndication Agent.

     Section 5.1.5  Borrowing Request, etc.  The Agents shall
have received a Borrowing Request as required by Section 2.3,
appropriately completed and duly executed and delivered by an
Authorized Officer of the Borrower.

     Section 5.1.6  Borrower Pledge Agreement.  The Collateral
Agent shall have received, with counterparts for each Term Loan
Lender,

          (a)  the Borrower Pledge Agreement, dated as of the
date hereof, duly executed and delivered by an Authorized Officer
of the Borrower, together with

               (i)  certificates evidencing all of the issued and
outstanding shares of Capital Stock of each Subsidiary of the
Borrower listed on Item A of  Schedule III hereto, which
certificates shall be accompanied by undated stock powers duly
executed in blank; and

               (ii)  all Pledged Notes (as defined in the
Borrower Pledge Agreement), if any, evidencing Indebtedness
payable to the Borrower, duly endorsed to the order of the
Collateral Agent, together with Uniform Commercial Code Financing
Statements (or similar instruments) in respect of such Pledged
Notes executed by each payee of a Pledged Note to be filed in
such jurisdictions as the Collateral Agent may reasonably
request;

          (b)  the Collateral Agent and its counsel shall be
satisfied that

               (i)  the Lien granted to the Collateral Agent, for
the benefit of the Collateral Agent and the Term Loan Lenders, in
the collateral described above is a first priority (or local
equivalent thereof) security interest; and

               (ii)  no Lien exists on any of the collateral
described above other than the Lien created in favor of the
Collateral Agent, for the benefit of the Collateral Agent and the
Term Loan Lenders, pursuant to the Borrower Pledge Agreement;

provided, however, that the Borrower shall not be required to
pledge in excess of 65% of the outstanding voting stock of any
Non-U.S. Subsidiary.  If any securities pledged pursuant to the
Borrower Pledge Agreement are uncertificated securities or are
held through a financial intermediary, the Collateral Agent shall
have received confirmation and evidence satisfactory to it that
appropriate book entries have been made in the relevant books or
records of a financial intermediary or the issuer of such
securities, as the case may be, or other appropriate steps have
been taken under applicable law resulting in the perfection of
the security interest granted in favor of the Collateral Agent in
such securities pursuant to the terms of the Borrower Pledge
Agreement.

     Section 5.1.7  Financial Information, etc.  The Collateral
Agent shall have received, with counterparts for each Agent and
Term Loan Lender (except, in the case of non-public information,
as any such Term Loan Lender shall have notified the Borrower and
the Agents in writing that such Term Loan Lender shall not be
furnished with such information),

               (a)  the audited consolidated financial statements
of the Parent and its Subsidiaries and the Borrower and its
Subsidiaries for each of the Fiscal Years ended December 31,
1994, December 31, 1995 and December 31, 1996;

               (b)  the unaudited consolidated and consolidating
financial statements of the Parent and its Subsidiaries and the
Borrower and its Subsidiaries for the Fiscal Year ended
December 31, 1997;

               (c)  if available, the unaudited consolidated
financial statements of the Parent and its Subsidiaries and the
Borrower and its Subsidiaries for each Fiscal Month ended after
the period for which financial statements were delivered pursuant
to clause (b) above and prior to the Closing Date; and

               (d)  pro forma opening consolidated balance sheets
of the Parent and its Subsidiaries and the Borrower and its
Subsidiaries, each as of December 31, 1997, giving effect to the
consummation of the Refinancing and the Stella Sale and
reflecting the proposed legal and capital structures as of the
Closing Date of the Parent and its Subsidiaries and the Borrower
and its Subsidiaries, which legal and capital structure shall be
satisfactory in all respects to the Arranger and the Syndication
Agent.

     Section 5.1.8  Pro Forma Balance Sheet Certificates.  The
Collateral Agent shall have received a certificate from the chief
financial or accounting Authorized Officer of each of the Parent
and the Borrower, each dated as of the date hereof, with respect
to delivery of the pro forma balance sheets described in clause
(d) of Section 5.1.7.

     Section 5.1.9  Borrower Security Agreement.  The Collateral
Agent shall have received, with counterparts for each Agent and
Term Loan Lender, executed counterparts of the Borrower Security
Agreement, dated as of the date hereof, duly executed by an
Authorized Officer of the Borrower, together with

          (a)  executed copies of Uniform Commercial Code
financing statements (Form UCC-1), naming the Borrower as a
debtor and the Collateral Agent as the secured party, or other
similar instruments or documents, to be filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in
the opinion of the Collateral Agent, desirable to perfect the
security interests of the Collateral Agent pursuant to the
Borrower Security Agreement; and

          (b)  executed copies of proper Uniform Commercial Code
Form UCC-3 termination statements, if any, necessary to release
all Liens and other rights of any Person

               (i)  in any collateral described in the Borrower
Security Agreement previously granted by any Person, and

               (ii)  securing any of the Indebtedness identified
in Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure
Schedule,

together with such other Uniform Commercial Code Form UCC-3
termination statements as the Collateral Agent may reasonably
request from the Borrower; and

          (c)  certified copies of Uniform Commercial Code
Requests for Information or Copies (Form UCC-11), or a similar
search report certified by a party acceptable to the Collateral
Agent, dated a date reasonably near to the date of the Term
Loans, listing all effective financing statements which name the
Borrower (under its present name and any previous names) as the
debtor and which are filed in the jurisdictions in which filings
were made pursuant to clause (a) above, together with copies of
such financing statements (none of which (other than those
described in clause (a), if such Form UCC-11 or search report, as
the case may be, is current enough to list such financing
statements described in clause (a)) shall cover any collateral
described in the Borrower Security Agreement).

     Section 5.1.10  Closing Fees, Expenses, etc.  The Agents and
the Arranger shall have received, each for its own respective
account, or, in the case of the Administrative Agent, for the
account of each Term Loan Lender, as the case may be, all fees,
costs and expenses due and payable pursuant to Sections 3.3 and
10.3, if then invoiced.

     Section 5.1.11  Conditions Precedent to Revolving Credit
Agreement.  The Collateral Agent shall have received evidence
that each of the conditions precedent to the execution, delivery
and effectiveness of the Revolving Credit Agreement and each
other Revolving Credit Document has been satisfied to the
reasonable satisfaction of the Syndication Agent.

     Section 5.1.12  Perfection Certificate.  The Collateral
Agent shall have received a Perfection Certificate, dated as of
the Closing Date, duly executed and delivered by an Authorized
Officer of the Borrower.

     Section 5.1.13  Accounts.  The Collateral Agent shall have
received copies of each Concentration Account Agreement, the
Asset Sale Proceeds Account Agreement and the Collateral Account
Agreement, each dated as of the date hereof, duly executed by the
Borrower , any Subsidiary of the Borrower or the Special Purpose
Subsidiary, as the case may be, together with evidence that Asset
Sale Proceeds Account has been established with the
Administrative Agent pursuant to the Asset Sale Proceeds Account
Agreement.

     Section 5.1.14  Establishment of Special Purpose Subsidiary,
Contribution and Deposit.  The Collateral Agent shall have
received (i) a certificate of incorporation of the Special
Purpose Subsidiary, certified by the Secretary of State of
Delaware on or prior to the Closing Date, (ii) a good standing
certificate for the Special Purpose Subsidiary issued by the
Secretary of State of Delaware, dated on or prior to the Closing
Date, and (iii) evidence satisfactory to it that (A) the Borrower
has transferred all funds on deposit in all Concentration
Accounts in excess of $5,000,000 to the Collateral Account, (B)
the Special Purpose Subsidiary received a cash contribution from
the Borrower of all funds on deposit in all Concentration
Accounts and the Collateral Account aggregating in excess of
$14,000,000 and (C) the Special Purpose Subsidiary deposited such
cash contribution into the Asset Sale Proceeds Account.

     Section 5.1.15  Opinions of Counsel.  The Collateral Agent
shall have received the following opinions, dated the date of the
Term Loans and addressed to the Agents, the Collateral Agent and
all Term Loan Lenders:

          (a)  the executed legal opinion of Paul, Weiss,
Rifkind, Wharton and Garrison, special New York counsel to the
Parent and the Borrower, substantially in the form of Exhibit L-1
hereto;

          (b)  the executed legal opinion of Robert Aiken, Vice
President and General Counsel of the Parent and the Borrower,
substantially in the form of Exhibit L-2 hereto; and

          (c)  the executed legal opinions of local counsel
(acceptable to the Collateral Agent) to the Obligors in each
jurisdiction which the Collateral Agent may reasonably request,
and substantially in the form of Exhibit L-3 hereto.

Each such legal opinion shall cover such other matters incident
to the transactions contemplated by this Agreement as the
Collateral Agent may reasonably require.

     Section 5.1.16  Litigation.  There shall exist no pending or
threatened material litigation, proceedings or investigations
which (x) contest the consummation of the Refinancing or
(y) could reasonably be expected to have a Material Adverse
Effect.

     Section 5.1.17  Material Adverse Change.  Except as set
forth in Item 6.6 ("Material Adverse Change") of the Disclosure
Schedule, since December 31, 1996, there has not occurred or
arisen any event or condition which has had or is reasonably
likely to have a Material Adverse Effect on the Parent, the
Borrower, their respective Subsidiaries or the consummation of
the Refinancing.

     Section 5.1.18  Consents and Approvals, etc.  All
governmental and third party approvals necessary or advisable in
connection with each aspect of the Refinancing and the continuing
operations of the Parent, the Borrower and their respective
Subsidiaries shall have been obtained and be in full force and
effect or waived, and all applicable waiting periods shall have
expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise
impose adverse conditions on any aspect of the Refinancing.

     Section 5.1.19  Insurance.  The Collateral Agent shall have
received satisfactory evidence of the existence of insurance in
compliance with Section 7.1.4 (including all endorsements
included therein), and the Collateral Agent shall be named
additional insured or loss payee, on behalf of the Lenders, in
respect of all proceeds payable in respect of such insurance,
pursuant to documentation reasonably satisfactory to the
Collateral Agent.

     Section 5.1.20  Satisfactory Legal Form.  All documents
executed or submitted pursuant hereto by or on behalf of the
Borrower or any of its Subsidiaries or any other Obligors shall
be reasonably satisfactory in form and substance to the
Collateral Agent and its counsel; the Collateral Agent and its
counsel shall have received all information, approvals, opinions,
documents or instruments as the Collateral Agent or its counsel
may reasonably request.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

     In order to induce the Term Loan Lenders and the Agents and
the Collateral Agent to enter into this Agreement and to make
Term Loans hereunder, the Borrower represents and warrants unto
the Agents and the Collateral Agent and each Term Loan Lender as
set forth in this Article VI.

     Section 6.1  Organization, etc.  The Borrower and each of
its Subsidiaries (other than Inactive Subsidiaries) is a
corporation validly organized and existing and in good standing
under the laws of the state or jurisdiction of its incorporation
or organization, is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the
nature of its business requires such qualification, and has full
power and authority and holds all requisite governmental
licenses, permits and other approvals to enter into and perform
its Obligations under this Agreement and each other Loan Document
to which it is a party and to own and hold under lease its
property and to conduct its business substantially as currently
conducted by it.

     Section 6.2  Due Authorization, Non-Contravention, etc.  The
execution, delivery and performance by the Borrower of this
Agreement and each other Loan Document executed or to be executed
by it, the execution, delivery and performance by each other
Obligor of each Loan Document executed or to be executed by it
and the Borrower's and each such other Obligor's participation in
the consummation of all aspects of the Refinancing, and the
execution, delivery and performance by the Borrower and such
other Obligor of the agreements executed and delivered in
connection with the Refinancing are in each case within each such
Person's corporate powers, have been duly authorized by all
necessary corporate action, and do not

          (a)  contravene the Borrower's or any such Obligor's
Organic Documents;

          (b)  contravene any contractual restriction, law or
Governmental Approval or Governmental Rule or court decree or
order binding on or affecting the Borrower or any such Obligor,
where such contravention, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; or

          (c)  result in, or require the creation or imposition
of, any Lien on any of the Borrower's or any other Obligor's
properties, except pursuant to the terms of a Loan Document.

     Section 6.3  Government Approval, Regulation, etc.  No
authorization or approval or other action by, and no notice to or
filing with, any Regulatory Authority or other Person (other than
those that have been, or on the Closing Date will be, duly
obtained or made and which are, or on the Closing Date will be,
in full force and effect) is required for the consummation of the
Refinancing and the due execution, delivery or performance by the
Borrower of this Agreement or the Term Notes or by the Borrower
or any other Obligor of any other Loan Document to which it is a
party, or the consummation of the Refinancing.  Neither the
Borrower nor any other Obligor nor any of the Borrower's
Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding
company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

     Section 6.4  Validity, etc.  This Agreement constitutes, and
the Term Notes and each other Loan Document executed by the
Borrower will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with
their respective terms; and each other Loan Document executed
pursuant hereto by each other Obligor will, on the due execution
and delivery thereof by such Obligor, constitute the legal, valid
and binding obligation of such Obligor enforceable against such
Obligor in accordance with its terms (except, in any case above,
as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization or similar laws
affecting creditors' rights generally and by principles of
equity).

     Section 6.5  Financial Information.  The financial
statements of the Borrower and its Subsidiaries furnished to the
Agents and each Term Loan Lender pursuant to clauses (a) and (b)
of Section 5.1.7 have been prepared in accordance with GAAP
consistently applied, and present fairly the consolidated
financial condition of the corporations covered thereby as at the
dates thereof and the results of their operations for the periods
then ended.  All balance sheets, all statements of operations,
shareholders' equity and cash flow and all other financial
information of each of the Borrower and its Subsidiaries
furnished pursuant to Section 7.1.1 have been and will for
periods following the Closing Date be prepared in accordance with
GAAP consistently applied, and do or will present fairly the
consolidated financial condition of the corporations covered
thereby as at the dates thereof and the results of their
operations for the periods then ended, except that quarterly
financial statements need not include footnote disclosure and may
be subject to ordinary year-end adjustment.  No Inactive
Subsidiary owns any material assets or any Capital Stock of any
Subsidiary of the Borrower (other than the Capital Stock of
another Inactive Subsidiary) or engages in any business or other
activities of any nature whatsoever.  The fair market value of
all assets owned by Trocano does not exceed $500,000 in the
aggregate.

     Section 6.6  No Material Adverse Change.  Except as set
forth in Item 6.6 ("Material Adverse Effect") of the Disclosure
Schedule, since December 31, 1996, there has been no material
adverse change in the financial condition, operations, assets,
business or properties of the Borrower and its Subsidiaries and
the Revolving Credit Borrowers and their respective Subsidiaries,
in each case taken as a whole.

     Section 6.7  Litigation, Labor Controversies, etc.  There is
no pending or, to the knowledge of the Borrower, threatened
litigation, action, proceeding, or labor controversy (a)
affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues,
which could reasonably be expected to have a Material Adverse
Effect, except as disclosed in Item 6.7 ("Litigation") of the
Disclosure Schedule or (b) which would adversely affect the
legality, validity or enforceability of this Agreement, any other
Loan Document or the Refinancing.

     Section 6.8  Subsidiaries.  The Borrower has no
Subsidiaries, except those Subsidiaries

          (a)  which are identified in Item 6.8 ("Existing
Subsidiaries") of the Disclosure Schedule; or

          (b)  which are permitted to have been organized or
acquired in accordance with Section 7.2.6 or 7.2.11.

     Section 6.9  Ownership of Properties.  The Borrower and each
of its Subsidiaries owns (a) in the case of owned real property,
good and marketable fee title to, and (b) in the case of owned
personal property, good and valid title to, or, in the case of
leased real or personal property, valid and enforceable leasehold
interests (as the case may be) in, all of its properties and
assets, real and personal, tangible and intangible, of any nature
whatsoever, free and clear in each case of all Liens or claims,
except for Liens permitted pursuant to Section 7.2.4.

     Section 6.10  Taxes.  The Borrower and each of its
Subsidiaries has filed all tax returns and reports required by
law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be due and owing, except
any such taxes or charges which are being diligently contested in
good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books.

     Section 6.11  Pension and Welfare Plans.  During the twelve-
consecutive-month period prior to the date of the execution and
delivery of this Agreement or the Revolving Credit Agreement and
prior to the date of the making of any Term Loan hereunder or any
Revolving Credit Loan under the Revolving Credit Agreement, no
steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of
ERISA.  No condition exists or event or transaction has occurred
with respect to any Pension Plan which might result in the
incurrence by the Borrower, any Subsidiary or any member of the
Controlled Group of any material liability, fine or penalty other
than such condition, event or transaction which would not
reasonably be expected to have a Material Adverse Effect.  Except
as disclosed in Item 6.11 ("Employee Benefit Plans") of the
Disclosure Schedule, neither the Borrower, nor any Subsidiary nor
any member of the Controlled Group has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part
6 of Title I of ERISA.

     Section 6.12  Environmental Warranties.  Except as set forth
in Item 6.12 ("Environmental Matters") of the Disclosure
Schedule:

          (a)  since the 1993 Fiscal Year, all facilities and
property (including underlying groundwater) owned or leased by
the Borrower or any of its Subsidiaries have been, and continue
to be, and, at all times prior to the 1993 Fiscal Year, all
facilities and property (including underlying groundwater) owned
or leased by the Borrower or any of its Subsidiaries have been,
and continue to be, to the best knowledge of the Borrower, owned
or leased by the Borrower and its Subsidiaries in material
compliance with all Environmental Laws;

          (b)  since the 1993 Fiscal Year, there have been no
past, and there are no pending or threatened, and, at all times
prior to the 1993 Fiscal Year, there have been, to the best
knowledge of the Borrower, no past, and there are no pending or
threatened

               (i)  claims, complaints, notices or requests for
information received by the Borrower or any of its Subsidiaries
with respect to any alleged material violation of any
Environmental Law, or

               (ii)  complaints, notices or inquiries to the
Borrower or any of its Subsidiaries regarding potential material
liability under any Environmental Law;

          (c)  there have been no Releases of Hazardous Materials
at, on or under any property now or previously owned or leased by
the Borrower or any of its Subsidiaries that, singly or in the
aggregate, have, or may reasonably be expected to have, a
Material Adverse Effect;

          (d)  the Borrower and its Subsidiaries have been issued
and are in material compliance with Governmental Approvals and
Governmental Rules relating to environmental matters and
necessary or desirable for their businesses;

          (e)  no property now or previously owned or leased by
the Borrower or any of its Subsidiaries is listed or, to the
knowledge of the Borrower, proposed for listing (with respect to
owned property only) on the National Priorities List pursuant to
CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up;

          (f)  there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any
property now or previously owned or leased by the Borrower or any
of its Subsidiaries that, singly or in the aggregate, have, or
may reasonably be expected to have, a Material Adverse Effect;

          (g)  neither the Borrower nor any Subsidiary of the
Borrower has directly transported or directly arranged for the
transportation of any Hazardous Material to any location (i)
which is listed or proposed for listing on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any
similar state list or (ii) which is the subject of federal, state
or local enforcement actions or other investigations which may
reasonably be expected to lead to material claims against the
Borrower or such Subsidiary thereof for any remedial work, damage
to natural resources or personal injury, including claims under
CERCLA;

          (h)  there are no polychlorinated biphenyls or friable
asbestos present at any property now or previously owned or
leased by the Borrower or any Subsidiary of the Borrower that,
singly or in the aggregate, have, or may reasonably be expected
to have, a Material Adverse Effect; and

               (i)  no conditions exist at, on or under any
property now or previously owned or leased by the Borrower or any
Subsidiary which, with the passage of time, or the giving of
notice or both, would give rise to material liability of the
Borrower or any Subsidiary under any Environmental Law that could
reasonably be expected to have a Material Adverse Effect.

     Section 6.13  Intellectual Property.  Each of the Borrower
and its Subsidiaries owns and possesses or licenses (as the case
may be) all such patents, patent rights, trademarks, trademark
rights, trade names, trade name rights, service marks, service
mark rights and copyrights necessary for the conduct of the
businesses of the Borrower and its Subsidiaries as now conducted
without, individually or in the aggregate, any infringement upon
rights of other Persons, in each case except as would not
reasonably be expected to result in a Material Adverse Effect and
there is no individual patent, patent right, trademark, trademark
right, trade name, trade name right, service mark, service mark
right or copyright the loss of which would result in a Material
Adverse Effect except as may be disclosed in Item 6.13
("Intellectual Property") of the Disclosure Schedule.

     Section 6.14  Regulations G, U and X.  Neither the Borrower
nor any of its Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Term Loans or Revolving Credit
Loans will be used to purchase or carry margin stock or otherwise
for a purpose which violates, or would be inconsistent with,
F.R.S. Board Regulation G, U or X.  Terms for which meanings are
provided in F.R.S. Board Regulation G, U or X or any regulations
substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

     Section 6.15  Solvency.  The Refinancing (including the
incurrence of the Term Loans hereunder and the Revolving Credit
Loans under the Revolving Credit Agreement and the application of
the proceeds of the Term Loans and Revolving Credit Loans) will
not involve or result in any fraudulent transfer or fraudulent
conveyance under the provisions of Section 548 of the Bankruptcy
Code (11 U.S.C.  101 et seq., as from time to time hereafter
amended, and any successor or similar statute) or any applicable
state law respecting fraudulent transfers or fraudulent
conveyances.  On the Closing Date, after giving effect to the
Refinancing, the Borrower and its Subsidiaries and the Revolving
Credit Borrowers and their Subsidiaries, in each case taken as a
whole, are Solvent.

     Section 6.16  Accuracy of Information.  None of the factual
information heretofore or contemporaneously furnished by or on
behalf of the Borrower or any of its Subsidiaries in writing to
the Agents, the Arranger or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated
hereby or thereby or with respect to the Refinancing, contains
any untrue statement of a material fact, and none of the other
factual information hereafter furnished in connection with this
Agreement or any other Loan Document by the Borrower or any other
Obligor to the Agents, the Arranger or any Lender will contain
any untrue statement of a material fact on the date as of which
such information is dated or certified and such factual
information delivered prior to the date of execution and delivery
of this Agreement (unless such information specifically relates
to a prior date) does not, and such factual information hereafter
furnished shall not on the date as of which such information is
dated or certified, omit to state any material fact, necessary to
make any information not misleading in light of the circumstances
under which such information is furnished.

     Section 6.17  Seniority of the Obligations and Permitted
Indebtedness under the Subordinated Note Indenture.   (a)  Each
Subordinated Note Document (including the Subordinated Notes)
constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its
terms. The subordination provisions of such Subordinated Note
Document will be enforceable against the holders of the
Subordinated Notes by the holder of any "Senior Indebtedness" (as
defined in the Subordinated Note Indenture).  All Obligations,
including those to pay principal of and interest (including post-
petition interest) on the Loans and Reimbursement Obligations,
and fees and expenses in connection therewith, constitute "Senior
Indebtedness" (as defined in the Subordinated Note Indenture) and
all such Obligations are entitled to the benefits of the
subordination created by such Subordinated Note Document.  The
Borrower acknowledges that the Agents, the Documentation Agent,
the Issuer and each Lender is entering into this Agreement and/or
the Revolving Credit Agreement, as the case may be, and is
extending its respective Commitments, in reliance upon the
subordination provisions of such Subordinated Note Documents and
this Section 6.17.

     (b)  The Obligations hereunder and the other Loan Documents
constitute "Permitted Indebtedness" as defined in the
Subordinated Note Indenture.

     Section 6.18  Special Purpose Subsidiary.

          (a)  The capital of the Special Purpose Subsidiary is
adequate for the business and undertakings of the Special Purpose
Subsidiary.

          (b)  Other than with respect to the ownership by the
Borrower of the Capital Stock of the Special Purpose Subsidiary
and the transfers of funds provided for in the Asset Sale
Proceeds Account Agreement, the Special Purpose Subsidiary is not
engaged in any business transactions with the Borrower or any of
its Subsidiaries or Affiliates.

          (c)  At least one director of the Special Purpose
Subsidiary shall be an Independent Director.

          (d)  The Special Purpose Subsidiary's funds and assets
are not, and will not be, commingled with the funds of any other
Person.

          (e)  The bylaws of the Special Purpose Subsidiary
require it to maintain (i) correct and complete minute books and
records of account, and (ii) minutes of the meetings and other
proceedings of its shareholders and board of directors.

          (f)  The shares of stock of the Special Purpose
Subsidiary which have been pledged pursuant to the Borrower
Pledge Agreement constitute all of the issued and outstanding
shares of the Special Purpose Subsidiary.

     Section 6.19  Concentration and Deposit Accounts.  Neither
the Borrower nor any of its Subsidiaries maintains any
Concentration Account with any financial institution other than a
Concentration Account Bank.  Item 6.19 ("Concentration and
Deposit Accounts") of the Disclosure Schedule sets forth a
complete and accurate list of all Concentration Accounts and
Deposit Accounts of the Borrower and its Subsidiaries.


ARTICLE VII
COVENANTS

     Section 7.1  Affirmative Covenants.  The Borrower agrees
with the Agents, the Collateral Agent and each Lender that, until
all Obligations have been paid and performed in full, the
Commitments have terminated and the Revolving Credit Letters of
Credit have (x) expired and been returned to the Issuer or (y)
been cash collateralized to the reasonable satisfaction of the
Collateral Agent and the Issuer, the Borrower will perform the
obligations set forth in this Section 7.1.

     Section 7.1.1  Financial Information, Reports, Notices, etc.
The Borrower will furnish, or will cause to be furnished, to each
Agent, the Collateral Agent and each Lender copies of the
following financial statements, reports, notices and information
(except, in the case of non-public information, as any such
Lender shall have notified the Borrower and the Administrative
Agent in writing that such Lender shall not be furnished with
such financial statements, reports, notices and information):

          (a)  as soon as available and in any event within 45
days after the end of each of the first three Fiscal Quarters of
each Fiscal Year of the Borrower, unaudited consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries
(including the Special Purpose Subsidiary) as of the end of such
Fiscal Quarter, together with the related unaudited consolidated
and consolidating statements of operations, changes in
stockholder's equity and cash flow of the Borrower and its
Subsidiaries (including the Special Purpose Subsidiary) for such
Fiscal Quarter and for the period commencing at the end of the
previous Fiscal Year and ending with the end of such Fiscal
Quarter, setting forth the comparative amounts for the
corresponding Fiscal Quarter and portion of the previous Fiscal
Year to the extent required to be included on financial
statements to be filed on a Form 10-Q filed with the SEC,
certified by the chief financial or accounting Authorized Officer
of the Borrower as being fairly stated in all material respects
(subject to normal year-end audit adjustments) and, in respect of
the consolidating financial statements, when considered in
conjunction with the related consolidated financial statements,
taken as a whole;

          (b)  as soon as available and in any event within
90 days after the end of each Fiscal Year of the Borrower, a copy
of the annual audited consolidated and unaudited consolidating
financial statements for such Fiscal Year for the Borrower and
its Subsidiaries (including the Special Purpose Subsidiary),
including therein a consolidated and consolidating balance sheet
of the Borrower and its Subsidiaries (including the Special
Purpose Subsidiary) as of the end of such Fiscal Year, together
with the related consolidated and consolidating statements of
operations, changes in stockholder's equity and cash flow of the
Borrower and its Subsidiaries (including the Special Purpose
Subsidiary) for such Fiscal Year, in each case (i) in respect of
the annual audited financial statements, as audited (without any
Impermissible Qualification) by KPMG Peat Marwick, or any other
internationally recognized firm of independent certified public
accountants constituting one of the "Big Six" accounting firms or
another internationally recognized firm of independent certified
public accountants acceptable to the Required Term Loan Lenders
and the Required Revolving Credit Lenders, together with a
certificate from such accountants as to whether, in making the
examination necessary for the signing of such annual report by
such accountants, they have not become aware of any Default that
has occurred and is continuing or, if in the opinion of such
accounting firm such a Default or Event of Default has occurred
and is continuing, a statement as to the nature thereof and (ii)
in respect of the annual unaudited consolidating financial
statements, certified by the chief financial or accounting
Authorized Officer of the Borrower as being fairly stated in all
materials respects (subject to normal year-end adjustments) when
considered in conjunction with the related consolidated financial
statements, taken as a whole;

          (c)  as soon as available and in any event within 45
days after the end of each month in each Fiscal Year of the
Borrower, the unaudited consolidated and consolidating balance
sheets of each of the Borrower and its Subsidiaries (including
the Special Purpose Subsidiary) and each Revolving Credit
Borrower and its consolidated Subsidiaries as at the end of such
month and the related unaudited (i) consolidated and
consolidating statements of operations of each of the Borrower
and its Subsidiaries (including the Special Purpose Subsidiary)
and each Revolving Credit Borrower and its consolidated
Subsidiaries for such month and the portion of the Fiscal Year
through the end of such month, and (ii) statements of changes in
stockholder's equity and cash flows of each of the Borrower and
its Subsidiaries (including the Special Purpose Subsidiary) and
each Revolving Credit Borrower and its consolidated Subsidiaries
for the portion of the Fiscal Year through the end of such month,
certified by the chief financial or accounting Authorized Officer
of the Borrower as being fairly stated in all material respects
(subject to normal year-end audit adjustments);

          (d)  concurrently with the delivery of the financial
statements referred to in clauses (a) and (b), a certificate
executed by the chief financial or accounting Authorized Officer
of the Borrower stating that, to the best of such Authorized
Officer's knowledge, each Obligor during such period has observed
or performed all of its covenants and other agreements, and
satisfied every condition, contained in the Loan Documents to
which it is a party to be observed, performed or satisfied by it,
and that such Authorized Officer has obtained no knowledge of any
Default or Event of Default except as specified in such
certificate;

          (e)(i)  not later than thirty days prior to the end of
each Fiscal Year of the Borrower, a copy of the projections by
the Borrower of the operating budget and cash flow budget of the
Borrower and its Subsidiaries (including the Special Purpose
Subsidiary) for the succeeding Fiscal Year, and (ii) not later
than fifteen days following the end of each Fiscal Year of the
Borrower, a copy of the consolidating projections by the Borrower
of the operating budget and cash flow budget of the Borrower and
its Subsidiaries (including the Special Purpose Subsidiary) for
the succeeding Fiscal Year, such projections and consolidating
projections to be accompanied by a certificate of the chief
financial or accounting Authorized Officer of the Borrower to the
effect that such projections and consolidating projections have
been prepared in good faith on the basis of reasonable
assumptions and that such Authorized Officer has no reason to
believe they are incorrect or misleading in any material respect;

          (f)  promptly upon consummating any Acquisition the
total consideration for which exceeds $10,000,000, a certificate
of the chief financial or accounting Authorized Officer of the
Borrower (i) certifying that the representations and warranties
set forth in Section 6.7 and Section 6.12 shall be true and
correct in all material respects after giving effect to any such
Acquisition on and as of the date of the Acquisition as if made
on and as of such date, (ii) certifying that no Default or Event
of Default has occurred and is continuing after giving effect to
any such transaction and (iii) demonstrating in reasonable detail
the computations and assumptions used to determine whether the
Borrower is in compliance with Section 7.2.5 and clause (h) of
Section 7.2.6  as of the end of the most recently ended Fiscal
Quarter prior to such Acquisition after giving pro forma effect
to the consummation of such Acquisition and any debt incurred or
committed to be incurred in connection with such purchase;

          (g)  together with the delivery of the financial
information required pursuant to clauses (a) and (b), a
Compliance Certificate, executed by the chief  financial or
accounting Authorized Officer of the Borrower, showing (in
reasonable detail and with appropriate calculations and
computations in all respects reasonably satisfactory to the
Agents) compliance with the financial covenants set forth in
Section 7.2.5;

          (h)  as soon as possible and in any event within three
days after the Borrower or any of its Subsidiaries obtains
knowledge of the occurrence of a Default, a statement of the
chief executive, financial or accounting Authorized Officer of
the Borrower setting forth details of such Default and the action
which the Borrower has taken and proposes to take with respect
thereto;

          (i)  as soon as possible and in any event within three
Business Days after the Borrower or any of its Subsidiaries
obtains knowledge of (x) the occurrence of any material adverse
development with respect to any litigation, action, proceeding or
labor controversy of the type and materiality described in Item
6.7 ("Litigation") of the Disclosure Schedule, or (y) the
commencement of any litigation, action, proceeding or labor
controversy of the type and materiality described in Item 6.7
("Litigation") of the Disclosure Schedule, notice thereof and, to
the extent the Administrative Agent reasonably requests, copies
of all documentation relating thereto;

          (j)  promptly after the sending or filing thereof,
copies of all reports and registration statements which the
Borrower or any of its Subsidiaries files with the SEC or any
national securities exchange;

          (k)  immediately upon becoming aware of (i) the
institution of any steps by the Borrower, any Subsidiary of the
Borrower or any other Person to terminate any Pension Plan, (ii)
the failure to make a required contribution to any Pension Plan
if such failure is sufficient to give rise to a Lien under
Section 302(f) of ERISA, (iii) the taking of any action with
respect to a Pension Plan which could result in the requirement
that the Borrower furnish a bond or other security to the PBGC or
such Pension Plan, or (iv) the occurrence of any event with
respect to any Pension Plan which could result in the incurrence
by the Borrower or any Subsidiary of the Borrower of any material
liability, fine or penalty, notice thereof and copies of all
documentation relating thereto;

          (l)  promptly upon receipt thereof, copies of all
detailed management letters submitted to the Borrower by the
independent public accountants referred to in clause (b) in
connection with each audit made by such accountants of the books
of the Parent, the Borrower or any Subsidiary (including the
Special Purpose Subsidiary);

          (m)  copies of all material notices delivered or
received by any Obligor pursuant to any Management Agreement,
Parent Stockholders Agreement, Tax Sharing Agreement, Financing
Document or any Receivables Purchase Document;

          (n)  any development or event which would be likely to
have a Material Adverse Effect; and

          (o)  such other information respecting the condition or
operations, financial or otherwise, of the Parent or the Borrower
or any of its Subsidiaries (including the Special Purpose
Subsidiary) as any Lender through the Administrative Agent may
from time to time reasonably request (including information and
reports from the chief financial or accounting Authorized Officer
of the Borrower, in such detail as any Agent, the Collateral
Agent or any Lender through the Administrative Agent may
reasonably request, with respect to the terms of and information
provided pursuant to the Compliance Certificate).

     Section 7.1.2  Compliance with Laws, etc.  The Borrower
will, and will cause each of its Subsidiaries to, comply in all
material respects with all Governmental Approvals and
Governmental Rules of any Regulatory Authority except where the
failure to so comply could not reasonably be expected to have a
Material Adverse Effect, such compliance to include (without
limitation):

          (a)  the maintenance and preservation of the Borrower's
and its Subsidiaries' corporate existence and qualification as
foreign corporations, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and

          (b)  the payment, before the same become delinquent, of
all material taxes, assessments and governmental charges imposed
upon it or upon its property except to the extent being
diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have
been set aside on its books.

     Section 7.1.3  Maintenance of Properties.  Except where the
failure to do so could not reasonably be expected to have a
Material Adverse Effect, the Borrower will, and will cause each
of its Subsidiaries to, maintain, preserve, protect and keep its
properties in good repair, working order and condition, and make
necessary and proper repairs, renewals and replacements so that
its business carried on in connection therewith may be properly
conducted at all times unless the Borrower determines in good
faith that the continued maintenance of any such property is no
longer economically desirable.

     Section 7.1.4  Insurance.  The Borrower will, and will
cause each of its Subsidiaries to, maintain or cause to be
maintained with responsible insurance companies insurance with
respect to its properties and business against such casualties
and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and with such
provisions and endorsements as the Agents and the Collateral
Agent may reasonably request, and will, upon request of the
Agents and the Collateral Agent, furnish to the Agents and the
Collateral Agent and each Lender a certificate of the chief
financial or accounting Authorized Officer of the Borrower
setting forth the nature and extent of all insurance maintained
by the Borrower and its Subsidiaries in accordance with this
Section.

     Section 7.1.5  Books and Records.  The Borrower will, and
will cause each of its Subsidiaries to, keep books and records
which accurately reflect all of its business affairs and
transactions and permit the Agents and the Collateral Agent and
each Lender or any of their respective representatives, at
reasonable times and intervals, and, so long as no Default has
occurred and is continuing, upon reasonable prior notice, to
visit all of its offices, to discuss its financial matters with
its officers and, upon reasonable prior notice to the Borrower
and in the presence of one or more Authorized Officers of the
Borrower (whose attendance at such discussion cannot be
unreasonably refused), its independent public accountant (and the
Borrower hereby authorizes such independent public accountant to
discuss under such conditions the Borrower's financial matters
with each Lender or its representatives and to examine (and, at
the expense of the Borrower, photocopy extracts from) any of its
books or other corporate records.  No Agent nor the Collateral
Agent nor any Lender shall have any responsibility for the
payment of any fees of such independent public accountant
incurred in connection with any Agent's, the Collateral Agent's
or any Lender's exercise of its rights pursuant to this Section.

     Section 7.1.6  Environmental Covenant.  The Borrower will,
and will cause each of its Subsidiaries to,

          (a)  use and operate all of its facilities and
properties in material compliance with all Environmental Laws,
keep all necessary permits, approvals, certificates, licenses and
other authorizations relating to environmental matters in effect
and remain in compliance therewith, and handle all Hazardous
Materials in material compliance with all applicable
Environmental Laws in each case except where the failure to
comply with the terms of this clause could not reasonably be
expected to have a Material Adverse Effect;

          (b)  promptly notify the Agents and the Collateral
Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the condition of its
facilities and properties in respect of, or as to compliance
with, Environmental Laws which relate to environmental matters
which would have, or would reasonably be expected to have, a
Material Adverse Effect, and promptly cure and have dismissed
with prejudice any material actions and proceedings relating to
compliance with Environmental Laws, except to the extent being
diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP have been set
aside on its books;

          (c)  provide such information and certifications which
the Agents and the Collateral Agent may reasonably request from
time to time to evidence compliance with this Section 7.1.6; and

          (d)  prior to acquiring any ownership or leasehold
interest in any bakery or production facility, processing or
packaging plant or facility or other parcel of real property
having a value as determined in good faith by the Collateral
Agent in excess of $15,000,000 in respect of which the Borrower
or the relevant Subsidiary has obtained a written environmental
assessment by an environmental consulting firm of recognized
standing (an "Environmental Assessment"), (i) provide the Agents
and the Collateral Agent with a complete copy of such
Environmental Assessment as soon as possible after the Borrower's
receipt thereof (but in no event less than five days prior to
such Acquisition) and (ii) if requested by any Agent or the
Collateral Agent, consult with and make the environmental
consulting firm available to consult with any Agent or Collateral
Agent concerning the results of such Environmental Assessment.

     Section 7.1.7  Additional Collateral.

          (a)  If after the Closing Date, the Borrower acquires
any property (other than Sold Receivables but including, without
limitation, the Capital Stock of any Person) in which the
Collateral Agent does not have a first-perfected security
interest pursuant to the Security Documents, the Borrower shall
promptly notify the Agents and the Collateral Agent of such
acquisition and, upon the reasonable request of any Agent or the
Collateral Agent, shall execute and deliver to the Agents and the
Collateral Agent not later than 45 days following such request
such documents and instruments (including, without limitation,
security agreements and pledge agreements), and take such action
(including, without limitation, the filing of financing
statements under the U.C.C. in the relevant jurisdictions and the
delivery of stock certificates and instruments), as any Agent or
the Collateral Agent, may reasonably request in order to grant to
the Collateral Agent, as collateral security for the Term Loan
Obligations, a first perfected security interest in such property
of the Borrower, subject to the Liens permitted by Section 7.2.4.

          (b)  If after the Closing Date, any Subsidiary of the
Borrower (other than a Controlled Foreign Subsidiary) acquires
any property (other than Sold Receivables but including, without
limitation, the Capital Stock of any Person) in which the
Collateral Agent does not have a first-perfected security
interest pursuant to the Security Documents, the Borrower shall
promptly notify the Agents and the Collateral Agent of such
acquisition and, upon the reasonable request of any Agent or the
Collateral Agent, shall cause such Subsidiary to execute and
deliver to the Agents and the Collateral Agent not later than 45
days following such request such documents and instruments
(including, without limitation, security agreements and pledge
agreements) and take such action (including, without limitation,
the filing of financing statements under the U.C.C. in the
relevant jurisdictions and the delivery of stock certificates and
instruments) as any Agent may reasonably request in order to
grant to the Collateral Agent, as collateral security for the
Revolving Credit Obligations and such Subsidiary's obligations
under the Subsidiary Guaranty, a first perfected security
interest in such property of such Subsidiary, subject to the
Liens permitted by Section 7.2.4.

          (c)  If after the Closing Date, the Borrower or any of
its Subsidiaries acquires or creates any new Subsidiary, the
Borrower shall promptly notify the Agents and the Collateral
Agent of such acquisition or creation and, not later than 45 days
thereafter, shall, (i) if such Subsidiary is not a Controlled
Foreign Subsidiary, cause such new Subsidiary to execute and
deliver to the Agents and the Collateral Agent, with counterparts
for each Revolving Credit Lender, a Subsidiary Guaranty and, if
such new Subsidiary owns any Capital Stock of any other
Subsidiary or Person, the Revolving Credit Pledge Agreement in
order to pledge such Capital Stock and to execute and deliver to
the Collateral Agent a Revolving Credit Security Agreement and,
if applicable, a Revolving Credit Copyright Security Agreement, a
Revolving Credit Patent Security Agreement and/or a Revolving
Credit Trademark Security Agreement, (ii) if such Subsidiary is
not a Controlled Foreign Subsidiary, deliver to the Collateral
Agent, the Capital Stock of such new Subsidiary, or cause the
Subsidiary of the Borrower that owns such Capital Stock to
deliver such Capital Stock to the Collateral Agent, to be held by
it pursuant to the applicable Stock Agreement and (iii) if such
Subsidiary is a Controlled Foreign Subsidiary and is not itself
owned by a Controlled Foreign Subsidiary, deliver to the
Collateral Agent 65% of the Capital Stock of such new Subsidiary
or cause the Subsidiary of the Borrower that owns such Capital
Stock to deliver 65% of such Capital Stock to the Collateral
Agent to be held by it pursuant to the applicable Pledge
Agreement.

          (d)  As and when required from time to time pursuant to
clause (a) or (b) with respect to real properties required to be
mortgaged pursuant to clause (a) or (b) (the "Section 7.1.7
Properties"), the Borrower shall, and shall cause each of the
Subsidiaries of the Borrower required to mortgage a Section 7.1.7
Property to, execute and deliver to the Agents and the Collateral
Agent, for the benefit of the Term Loan Lenders or the Revolving
Credit Lenders, as the case may be, a mortgage or leasehold
mortgage (as appropriate), in form and substance substantially
identical to the Mortgage or Revolving Credit Mortgage, as the
case may be (with such changes thereto as are advised by local
counsel to the Collateral Agent as appropriate for the laws of
the relevant state) encumbering, as collateral security for the
Term Loan Obligations and the Revolving Credit Obligations (and
such Subsidiary's obligations under the Subsidiary Guaranty), as
the case may be, the relevant Section 7.1.7 Property and in
connection therewith, upon the reasonable request of any Agent or
the Collateral Agent, the Agents and the Collateral Agent shall
have received each of the following:

               (i)  Maps or plans of an as-built survey of the
sites of the property covered by each such mortgage or leasehold
mortgage certified to the Agents and the Collateral Agent and the
title insurance company (the "Title Insurance Company") referred
to in clause (ii) below in a manner reasonably satisfactory to
them, dated a date reasonably satisfactory to the Collateral
Agent and the Title Insurance Company by an independent
professional licensed land surveyor reasonably satisfactory to
the Collateral Agent and the Title Insurance Company, which maps
or plats and the surveys on which they are based shall be made in
accordance with the minimum Standard Detail Requirements for Land
Title Surveys jointly established and adopted by the American
Land Title Association and the American Congress on Surveying and
mapping in 1992 (and shall constitute a Class A survey
thereunder), and, without limiting the generality of the
foregoing, there shall be surveyed and shown on such maps, plats
or surveys the following:  (A) the locations on such sites of all
the buildings, structures and other improvements and the
established building setback lines; (B) the lines of streets
abutting the sites and width thereof; (C) all access and other
easements appurtenant to the sites or necessary or desirable to
use the sites; (D) all roadways, paths, driveways, easements,
encroachments and overhanging projections and similar
encumbrances affecting the site, whether recorded, apparent from
a physical inspection of the sites or otherwise known to the
surveyor; (E) any encroachments on any adjoining property by the
building structures and improvements on the sites; and (F) if the
site is described as being on a filed map, a legend relating the
survey to said map.

               (ii)  With respect to each parcel covered by each
such mortgage or leasehold mortgage a mortgagee's title policy
(or policies) or marked up unconditional binder for such
insurance dated the date such mortgage or leasehold mortgage is
recorded; each such policy shall (A) be in an amount not less
than 110% and not greater than 125% of the fair market value (as
agreed upon by the Borrower and the Collateral Agent) of the
property covered by such policy; (B) be issued at ordinary rates;
(C) insure that such mortgage or leasehold mortgage insured
thereby creates a valid first mortgage Lien on such parcel free
and clear of all defects and encumbrances, except such as may be
approved by the Collateral Agent (such approval not to be
unreasonably withheld) and except for Liens permitted by Section
7.2.4; (D) name the Collateral Agent for the benefit of the
Revolving Credit Lenders as the insured thereunder; (E) be in the
form of ALTA Loan Policy - 1990; (F) contain such obtainable
endorsements and affirmative coverage as the Agents and the
Collateral Agent may reasonably request (provided that such
endorsements and affirmative coverage shall not include zoning or
usury endorsements); and (G) be issued by First American Title
Insurance Company, with coinsurers or reinsurers at the option of
and reasonably satisfactory to the Collateral Agent.  In
addition, the Collateral Agent shall have received evidence
reasonably satisfactory to it that all premiums in respect of
each such policy, and all charges for mortgage recording taxes,
if any, have been paid.

               (iii)  With respect to any parcel of improved real
property encumbered by any such mortgage or leasehold mortgage
that is within a federally designated flood zone, if requested by
any Agent or the Collateral Agent, (A) a policy of flood
insurance which (1) covers such parcel, (2) is written in an
amount not less than the outstanding principal amount of the
indebtedness secured by such mortgage or leasehold mortgage which
is reasonably allocable to such real property or the maximum
limit of coverage made available with respect to the particular
type of property, whichever is less, and (3) has a term ending
not later than the maturity of the indebtedness secured by such
mortgage or leasehold mortgage and (B) confirmation that the
Subsidiary of the Borrower delivering such mortgage or leasehold
mortgage has received the notice required pursuant to Section
208(e)(3) of Regulation H of the Board.

               (iv)  To the extent required by applicable law,
with respect to each parcel of real property covered by any such
mortgage or leasehold mortgage, a valuation letter or appraisal
complying with the requirements of the Financial Institution
Reform, Recovery and Enforcement Act of 1989 and otherwise in
form and substance reasonably satisfactory to the Collateral
Agent.

               (v)  If requested by any Agent or the Collateral
Agent with respect to a leasehold mortgage, use best efforts to
obtain, as soon as reasonably practicable after such request, a
consent to such leasehold mortgage from the owner(s) of the
underlying real property and leases, if any, in form and
substance satisfactory to the Collateral Agent; provided that
such best efforts shall not include the payment of any
consideration other than payment of legal fees and expenses of
such owner(s).

               (vi)  If requested by the Agents and the
Collateral Agent, cause to be delivered to the Agents and the
Collateral Agent an opinion of counsel with respect to the
matters referred to above and satisfactory in all respects to the
Collateral Agent.

     Section 7.1.8  Rate Protection Agreements.  Within ninety
days following the Closing Date, the Administrative Agent shall
have received evidence satisfactory to it that the Borrower has
entered into interest rate swap, cap, collar or similar
agreements in form and substance satisfactory to the Syndication
Agent designed to protect the Borrower against fluctuations in
interest rates with respect to at least 50% of the aggregate
outstanding principal amount of the Term Loans for a period from
the date the initial interest rate protection arrangement was
obtained until the Stated Maturity Date, and in all respects
satisfactory to the Syndication Agent.\

     Section 7.1.9  Use of Proceeds.  The Borrower shall apply
the proceeds of the Term Loans.

          (a)  to pay a portion of the transaction costs and
expenses of the Refinancing (provided, that the aggregate amount
of such costs and expenses incurred by the Borrower and its
Subsidiaries shall not exceed $10,000,000); and

          (b)  to repay a portion of the Indebtedness identified
in Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure
Schedule.

     Section 7.1.10  Independent Corporate Existence. The
Borrower agrees for itself and each of its Subsidiaries
(including the Special Purpose Subsidiary), as follows:

          (a)  The Articles of Incorporation of the Special
Purpose Subsidiary shall at all times include provisions
requiring that (i) the Board of Directors of the Special Purpose
Subsidiary must at all times include at least one Independent
Director and (ii) any decision by the Special Purpose Subsidiary
to commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to the
Special Purpose Subsidiary or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part
of its property or consenting to any such relief or to the
appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it or the
making of a general assignment for the benefit of its creditors
shall require the approval of the Independent Director of the
Special Purpose Subsidiary, together with such other members of
the Board of Directors of the Special Purpose Subsidiary as
required by the Organic Documents of the Special Purpose
Subsidiary.

          (b)  The Board of Directors of the Special Purpose
Subsidiary shall at all times include at least one Independent
Director and the Special Purpose Subsidiary shall consult (as to
the satisfaction of the criteria set forth in the definition of
"Independent Director") with the Syndication Agent in selecting
any such Independent Director.

          (c)  The Borrower shall maintain, and shall cause each
of its Subsidiaries to maintain, books, records and accounts that
are separate from the books, records and accounts of the Parent
or any of its Subsidiaries (other than the Borrower and its
Subsidiaries) such that: (i) the revenues of the Borrower and its
Subsidiaries will be credited to the accounts of the Borrower and
its Subsidiaries only; (ii) all expenses incurred by the Borrower
and its Subsidiaries shall be paid only from the accounts of the
Borrower and its Subsidiaries (other than those paid by the
Parent and allocated to the Borrower in the manner set forth in
clause (g) of this Section); (iii) only officers and employees of
the Borrower and its Subsidiaries in their capacity as such shall
have the authority to make disbursements with respect to the
accounts of the Borrower and its Subsidiaries; (iv) there shall
occur no sharing of accounts or funds (other than cash deposits
with insurers) between the Borrower and its Subsidiaries, on the
one hand, and the Parent or any of its Subsidiaries (other than
the Borrower and its Subsidiaries), on the other hand; and (v)
all cash and funds of the Borrower and its Subsidiaries shall be
managed separately from the cash and funds (other than cash
deposits with insurers) of the Parent or any of its Subsidiaries
(other than the Borrower and its Subsidiaries), and there shall
not occur any commingling, including the investment purposes, of
funds or assets of the Borrower and its Subsidiaries with the
funds or assets of the Parent or any of its Subsidiaries (other
than the Borrower and its Subsidiaries).

          (d)  Each Form 10-Q and Form 10-K of the Parent and its
Subsidiaries that is filed with the Securities and Exchange
Commission (or any substitute or successor form) shall include a
note clearly stating that the Borrower and its Subsidiaries
(including the Special Purpose Subsidiary) are separate corporate
entities and that their respective assets and the assets of their
respective Subsidiaries are available first and foremost to
satisfy the claims of the creditors of the Borrower and such
Subsidiaries.

          (e)  All full-time employees of the Borrower and its
Subsidiaries in such capacity shall, as the need arises, identify
themselves as such and not as employees of the Parent or any of
its Subsidiaries (other than the Borrower and its Subsidiaries).

          (f)  All full-time employees, consultants and agents of
the Borrower and its Subsidiaries shall be compensated directly
from the bank accounts of the Borrower and such Subsidiaries for
services provided by such employees, consultants and agents and,
to the extent any employee, consultant or agent is also an
employee, consultant or agent of the Parent or any of its
Subsidiaries (other than the Borrower and its Borrower and its
Subsidiaries), the compensation of such employee, consultant or
agent shall be allocated in accordance with clause (g) of this
Section among the Borrower and its Subsidiaries, on the one hand,
and the Parent and any of its Subsidiaries (other than the
Borrower and its Subsidiaries), on the other hand, on a basis
which reasonably reflects the services rendered to the Borrower
and its Subsidiaries.

          (g)  All overhead expenses (including telephone and
other utility charges) for items shared by the Borrower and its
Subsidiaries, on the one hand, and the Parent or any of its
Subsidiaries (other than the Borrower and its Subsidiaries), on
the other hand, shall be allocated on the basis of actual use to
the extent practicable and, to the extent such allocation is not
practicable, on a basis reasonably related to actual use.

     Section 7.1.11  Asset Sale Proceeds Contribution and
Deposit.  Immediately upon receipt of Asset Sale Proceeds, the
Borrower shall contribute, and shall cause the Parent or the
relevant Subsidiary of the Borrower to contribute to the Borrower
and the Borrower shall in turn contribute, all such Asset Sale
Proceeds to the Special Purpose Subsidiary and, immediately upon
receipt thereof, cause the Special Purpose Subsidiary to deposit
the amount of such contribution into the Asset Sale Proceeds
Account.

     Section 7.1.12  Establishment and Administration of
Accounts.

          (a)  The Borrower and its Subsidiaries shall establish
and maintain Concentration Accounts pursuant to Concentration
Account Agreements in the name of the Collateral Agent for the
benefit of the Term Loan Lenders with the Concentration Account
Banks.  The Borrower and its Subsidiaries shall have the right to
collect and shall, promptly upon receipt thereof, deposit in its
respective Concentration Accounts all monies that constitute
cash, checks, notes, drafts, bills of exchange, money orders or
funds received by the Borrower or any of its Subsidiaries in the
ordinary course of business on deposit in any Deposit Account or
otherwise and that constitute proceeds of Collateral in precisely
the form in which received (but with any endorsements of the
Borrower or any of its Subsidiaries necessary for deposit or
collection).  Any amounts which are required to be paid to the
Collateral Agent hereunder which are not proceeds of Collateral
shall be paid directly to the Collateral Agent and not deposited
in a Deposit Account.  At the close of business on each Business
Day, the Borrower shall, and shall cause each of its Subsidiaries
to, transfer, or cause to be transferred, all funds on deposit in
all Deposit Accounts aggregating in excess of $1,500,000 to a
Concentration Account of the Borrower or such Subsidiary in
accordance with the terms of the Concentration Account
Agreements.

          (b)  At the close of business on each Business Day, the
Borrower shall, and shall cause each of its Subsidiaries to,
transfer all funds on deposit in all Concentration Accounts to
the Collateral Account in accordance with the terms of the
Concentration Account Agreements; provided, however, that the
Borrower and its Subsidiaries may continue until June 30, 1998 to
maintain Concentration Accounts which are not established with
the Administrative Agent so long as (i) the Borrower or such
Subsidiary has obtained an executed Concentration Account
Agreement with respect to such Concentration Accounts and (ii)
the aggregate amount of net cash held at any time in such
Concentration Accounts does not exceed $5,000,000.  The
Collateral Account shall be subject to the terms of the
Collateral Account Agreement and shall be under the sole dominion
and control of the Collateral Agent, and the Collateral Agent
shall have the sole right of withdrawal over the Collateral
Account; provided, however, that so long as no Default of the
type described in clauses (a) through (d) of  Section 8.1.9 or
any Event of Default shall have occurred and be continuing, the
Borrower may at any time withdraw funds on deposit in the
Collateral Account for use in any lawful manner not inconsistent
with this Agreement or any other Loan Document.  Upon the
occurrence of any Default of the type described in clauses (a)
through (d) of  Section 8.1.9 or any Event of Default, the
Borrower shall immediately give notice thereof to the
Administrative Agent and the Collateral Agent.  Any term or
provision of this clause (b) to the contrary notwithstanding,
upon delivery of a certificate, certified by the chief financial
or accounting Authorized Officer of the Borrower, to the Agents
and the Collateral Agent in accordance with Section 3 of the
Collateral Account Agreement, the Borrower shall be permitted to
make withdrawals from the Collateral Account during the
continuance of any such Default or Event of Default solely for
(i) working capital purposes of the Borrower and its
Subsidiaries, (ii) maintenance Capital Expenditures in an
aggregate amount during the continuance of any such Default or
Event of Default not to exceed $2,500,000 or (iii) other purposes
as may be approved by the Collateral Agent.

          (c)  The Borrower shall cause the Special Purpose
Subsidiary to establish and maintain the Asset Sale Proceeds
Account pursuant to the Asset Sale Proceeds Account Agreement in
the name of the Collateral Agent for the benefit of the Revolving
Credit Lenders with the Collateral Agent.  Promptly upon receipt
thereof, the Borrower shall contribute, and shall cause the
Parent or the relevant Subsidiary of the Borrower to contribute
to the Borrower and the Borrower shall in turn contribute to the
Special Purpose Subsidiary, and shall cause the Special Purpose
Subsidiary to deposit in the Asset Sale Proceeds Account, all
Asset Sale Proceeds received by the Parent, the Borrower and its
Subsidiaries.  In addition, at any time (i) prior to June 30,
1998 that the aggregate amount on deposit in all Concentration
Accounts and the Collateral Account or (ii) thereafter, the
amount on deposit in the Collateral Account exceeds $14,000,000,
the Borrower shall transfer, or cause to be transferred, any such
excess amount to the Asset Sale Proceeds Account.

          (d)  The Asset Sale Proceeds Account shall be subject
to the terms of the Asset Sale Proceeds Account Agreement and
shall be under the sole dominion and control of the Collateral
Agent and the Collateral Agent shall have the sole right of
withdrawal over the Asset Sale Proceeds Account; provided,
however, that so long as no Default of the type described in
clauses (a) through (d) of  Section 8.1.9 or any Event of Default
shall have occurred and be continuing, the Borrower may direct
the Special Purpose Subsidiary to withdraw and deliver to the
Borrower amounts on deposit in the Asset Sale Proceeds Account to
fund Acquisitions or Capital Expenditures by the Borrower or for
working capital purposes of the Borrower upon delivery of a
certificate to the Agents and the Collateral Agent in accordance
with Section 3 of the Asset Sale Proceeds Account Agreement
detailing the application of such amounts.  Upon the occurrence
of any Default of the type described in clauses (a) through (d)
of Section 8.1.9 or any Event of Default, the Borrower shall
immediately give notice thereof to the Administrative Agent and
the Collateral Agent.  Any term or provision of this clause (d)
to the contrary notwithstanding, upon delivery of a certificate,
certified by the chief financial or accounting Authorized Officer
of the Borrower, to the Agents and the Collateral Agent  in
accordance with Section 3 of the Asset Sale Proceeds Account
Agreement, the Borrower shall be permitted to make withdrawals
from the Asset Sale Proceeds Account during the continuance of
any such Default or Event of Default solely for (i) working
capital purposes of the Borrower and its Subsidiaries, (ii)
maintenance Capital Expenditures in an aggregate amount during
the continuance of any such Default or Event of Default not to
exceed $2,500,000 or (iii) other purposes may be approved by the
Collateral Agent.

          (e)  The Borrower shall instruct the Administrative
Agent or other Concentration Account Bank to invest funds on
deposit in any Concentration Account, the Collateral Account and
the Asset Sale Proceeds Account at all times in Cash Equivalent
Investments.  Pursuant to the Borrower Pledge Agreement, the
Borrower shall pledge and assign to the Collateral Agent and
grant to the Collateral Agent a security interest, for the
benefit of the Agents, the Collateral Agent and the Term Loan
Lenders, in each Concentration Account and the Collateral Account
and all funds from time to time deposited therein, including,
without limitation, all Cash Equivalent Investments.  Pursuant to
a Subsidiary Pledge Agreement, the Borrower shall cause the
Special Purpose Subsidiary to pledge and assign to the Collateral
Agent and grant to the Collateral Agent a security interest, for
the benefit of the Agents, the Collateral Agent and the Revolving
Credit Lenders, in the Asset Sale Proceeds Account and all funds
from time to time deposited therein, including, without
limitation, all Cash Equivalent Investments.

          (f)  The Borrower agrees to pay any and all reasonable
fees, costs and expenses which any Agent incurs in connection
with establishing and maintaining the Collateral Account and the
Asset Sale Proceeds Account or any similar payment collection
mechanism for the Borrower, the Special Purpose Subsidiary and
its other Subsidiaries and depositing for collection any check or
item of payment received by and/or delivered to the
Administrative Agent on account of the Obligations.

     Section 7.1.13  Special Purpose Subsidiary.  The Borrower
agrees with the Agents, the Collateral Agent and each Lender
that, until all Obligations have been paid and performed in full,
the Commitments have terminated and the Revolving Credit Letters
of Credit have (x) expired or been returned to the Issuer or (y)
been cash collateralized to the reasonable satisfaction of the
Collateral Agent and the Issuer, the Borrower will, and will
cause the Special Purpose Subsidiary to, perform the obligations
set forth in this Section 7.1.13.
          (a)  The Special Purpose Subsidiary shall conduct its
business solely in its own name through its duly Authorized
Officers or agents so as not to mislead others as to the identity
of the entity with which those Authorized Officers or agents are
connected, and particularly will avoid the appearance of
conducting business on behalf of the Parent, the Borrower or any
Affiliate thereof or that the assets of the Special Purpose
Subsidiary[, other than funds on deposit in the Asset Sale
Proceeds Account,] are available to pay the creditors of the
Parent, the Borrower or any Affiliate thereof.  Without limiting
the generality of the foregoing, all oral and written
communications, including, without limitation, letters, invoices,
purchase orders, contracts, statements and loan applications,
will be made solely in the name of the Special Purpose
Subsidiary.

          (b)  The Special Purpose Subsidiary shall maintain
corporate records and books of account separate from those of the
Parent, the Borrower and the Affiliates thereof at the address
designated herein for receipt of notices, unless the Special
Purpose Subsidiary shall otherwise advise the parties hereto in
writing.

          (c)  The Special Purpose Subsidiary shall obtain proper
authorization from its board of directors of all corporate
actions requiring such authorization.  Meetings of the board of
directors will be held at least three times per annum and copies
of the minutes of each such board meeting shall be delivered to
the Agents within two weeks of such meeting.

          (d)  The Special Purpose Subsidiary shall obtain proper
authorization from its shareholders of all corporate action
requiring shareholder approval.  Meetings of the shareholders of
the Special Purpose Subsidiary shall be held not less frequently
than one time per annum and copies of each such authorization and
the minutes of each such shareholder meeting shall be delivered
to Agents within two weeks of such authorization or meeting, as
the case may be.

          (e)  Although the organizational expenses of the
Special Purpose Subsidiary have been paid by the Borrower,
operating expenses and liabilities of the Special Purpose
Subsidiary shall be paid from its own funds.

          (f)  The annual financial statements of the Special
Purpose Subsidiary shall be prepared separately from those of the
Parent, the Borrower and any Affiliate thereof and shall disclose
the effects of the Special Purpose Subsidiary's transactions in
accordance with GAAP and that the assets of the Special Purpose
Subsidiary are available first and foremost for the benefit of
the Agents and the Lenders and will not be available to pay
creditors of the Parent, the Borrower or any Affiliate thereof.

          (g)  The resolutions, agreements and other instruments
of the Special Purpose Subsidiary underlying the transactions
described in the Loan Documents shall be continuously maintained
by the Special Purpose Subsidiary as official records of the
Special Purpose Subsidiary separately identified and held apart
from the records of the Parent, the Borrower and each Affiliate
thereof.

          (h)  The Special Purpose Subsidiary shall maintain an
arm's-length relationship with the Parent, the Borrower and the
Affiliates thereof and will not hold itself out as being liable
for the debts of the Parent, the Borrower or any Affiliate
thereof.

          (i)  The Special Purpose Subsidiary shall keep its
assets and its liabilities wholly separate from those of all
other entities, including, but not limited to the Parent, the
Borrower and the Affiliates thereof, except as contemplated by
the Asset Sale Proceeds Account Agreement or as permitted under
the Loan Documents.

     Section 7.2  Negative Covenants.  The Borrower agrees with
the Agents, the Collateral Agent and each Lender that, until all
Obligations have been paid and performed in full, the Commitments
have terminated and the Revolving Credit Letters of Credit have
(x) expired or been returned to the Issuer or (y) been cash
collateralized to the reasonable satisfaction of the Collateral
Agent and the Issuer, the Borrower will perform the obligations
set forth in this Section 7.2.

     Section 7.2.1  Business Activities.  The Borrower will not,
and will not permit any Subsidiary to, engage in any business
activity, except the business of production and distribution of
breads, buns, rolls, sweet goods, cookies and other baked goods
and pre-cooked meat and other food products and operation of
retail cafes and such activities as may be incidental, similar or
related thereto.

     Section 7.2.2  Indebtedness.  The Borrower will not, and
will not permit any of its Subsidiaries to, create, incur, assume
or suffer to exist or otherwise become or be liable in respect of
any Indebtedness, other than, without duplication, the following:

          (a)  Indebtedness in respect of the Term Loans and
other Obligations;

          (b)  until the Closing Date, Indebtedness identified in
Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure
Schedule;

          (c)(i)  Indebtedness of the Revolving Credit Borrowers
under the Revolving Credit Agreement and the other Loan Documents
and (ii) Indebtedness of the Obligors (other than the Borrower
and the Revolving Credit Borrowers) under the Loan Documents;

          (d)  Indebtedness incurred by the Borrower or any of
its Subsidiaries that is represented by Capitalized Lease
Liabilities, mortgage financings or purchase money obligations
(but only to the extent otherwise permitted by Section 7.2.8 and
the 1993 Senior Note Indenture and the 1995 Senior Note
Indenture); provided, that the maximum aggregate amount of all
Indebtedness permitted under this clause (d) shall not exceed
$5,000,000 in aggregate principal amount at any time outstanding;

          (e)  Hedging Obligations of the Borrower or any of its
Subsidiaries under any Rate Protection Agreement in respect of
the Term Loans or Revolving II Credit Loans;

          (f)(i)  intercompany Indebtedness between or among the
Borrower and any of its wholly-owned U.S. Subsidiaries, which
Indebtedness (x) shall be evidenced by one or more promissory
notes in form and substance satisfactory to the Agents which
(except in the case of any such notes held by a Non-U.S.
Subsidiary) have been duly executed and delivered to (and
indorsed to the order of) the Collateral Agent in pledge pursuant
to a Pledge Agreement, and (y) shall not be forgiven or otherwise
discharged for any consideration other than payment (Dollar for
Dollar) in cash unless the Collateral Agent otherwise consents
and (ii) additional Indebtedness of the Foreign Subsidiaries and
Trocano in an aggregate principal amount at any time outstanding
not to exceed $1,000,000;

          (g)(i)  Indebtedness (including the 1993 Senior Notes,
the 1995 Senior Notes and the Subordinated Notes) outstanding on
the date hereof and listed on Item 7.2.2(g) ("Existing
Indebtedness") of the Disclosure Schedule and any (ii)
refinancings, refundings, renewals or extensions of such
Indebtedness; provided that (A) the principal amount of such new
Indebtedness does not exceed the principal amount of, plus
accrued and unpaid interest and premiums (if any) on, the
Indebtedness refinanced, refunded, renewed or extended (the
"Refinanced Indebtedness"), (B) any such Indebtedness incurred by
any Subsidiary (other than the Receivables Subsidiary) shall only
extend, refinance, renew, replace, defease or refund Refinanced
Indebtedness of one or more Subsidiaries (and, in the case of any
such Indebtedness which extends, refinances, increases, renews,
replaces, defeases or refunds Refinanced Indebtedness of the
Receivables Subsidiary, such Indebtedness is incurred by the
Receivables Subsidiary), (C) the weighted average life to
maturity of such new Indebtedness is the same as or longer than
that of the Refinanced Indebtedness and (D) if the Refinanced
Indebtedness is subordinated in right of payment to the Term
Loans or the Revolving Credit Obligations, as the case may be,
the new Indebtedness shall be subordinated in right of payment to
the Term Loans and the Revolving Credit Obligations on terms at
least as favorable to the Lenders as those contained in the
documentation governing the Refinanced Indebtedness;

          (h)  Indebtedness of a Person which becomes a
Subsidiary after the date hereof or is merged with or into a
Subsidiary after the date hereof, in an aggregate principal
amount for all Subsidiaries not to exceed $20,000,000 at any time
outstanding (exclusive of Indebtedness incurred under this
Agreement or under the Revolving Credit Agreement to refinance
any such Indebtedness of such Person); provided that (i) such
Indebtedness existed at the time such Person became or was merged
with or into a Subsidiary and was not created in anticipation
thereof, (ii) immediately after giving effect to the acquisition
of such Person by the Borrower or one of its Subsidiaries, no
Default shall have occurred and be continuing, (iii) such
Indebtedness is not revolving Indebtedness, (iv) the aggregate
collateral value of the assets, if any, securing such
Indebtedness, reasonably determined by the Borrower, is not in
excess of the principal amount of such Indebtedness and (v) the
covenants and events of default in the documentation governing
such Indebtedness are not more restrictive in any material
respect than the covenants and Events of Default hereunder;

          (i)  Indebtedness of the Borrower or any of its
Subsidiaries to the extent permitted as Guarantee Obligations
pursuant to Section 7.2.3;

          (j)  to the extent that the Receivables Subsidiary's
obligation to purchase or acquire Receivables under the
Receivables Sale Agreement is deemed to be an obligation to lend
money to Receivables Selling Subsidiaries, any Indebtedness of
the Receivables Selling Subsidiaries, under the Receivables
Purchase Documents;

          (k)  other unsecured Indebtedness of the Borrower
permitted to be incurred by paragraph (i) of Section 4.09 of the
1993 Senior Note Indenture (the content of which is listed on
Item 7.2.2(k) ("Permitted Additional Indebtedness") of the
Disclosure Schedule), as in effect on the Closing Date and
without giving effect to any modification or supplement thereto,
or to related definitions and ancillary provisions, or
termination thereof, after the Closing Date in an aggregate
amount at any time outstanding not to exceed $8,000,000; and

          (l)  unsecured Indebtedness of the Borrower or any of
its Subsidiaries incurred in the ordinary course of business
(including open accounts extended by suppliers on normal trade
terms in connection with purchases of goods and services, but
excluding Indebtedness incurred through the borrowing of money or
Guarantee Obligations).

Notwithstanding the foregoing, no Indebtedness otherwise
permitted by clauses (d), (h), or (k) shall be permitted to be
incurred if, both before and after giving effect to the
incurrence thereof, any Default shall have occurred and be
continuing.

     Section 7.2.3  Guarantee Obligations.  The Borrower will
not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist or otherwise become or be liable
in respect of any Guarantee Obligation other than, without
duplication, the following:

          (a)  Guarantee Obligations in existence on the date
hereof listed on Item 7.2.3(a) ("Existing Guarantee Obligations")
of the Disclosure Schedule and any refinancings, refundings,
renewals or extensions thereof; provided that (i) the principal
amount of such new Guarantee Obligations does not exceed the
outstanding principal amount of the Guarantee Obligations
refinanced, refunded, renewed or extended (the "Refinanced
Guarantee Obligations"), (ii) any such new Guarantee Obligations
incurred by any Subsidiary of the Borrower shall only extend,
refinance, renew, replace, defease or refund Refinanced Guarantee
Obligations of such Subsidiary, (iii) the weighted average life
to maturity of such new Guarantee Obligations is the same as or
longer than that of the Refinanced Guarantee Obligations and (iv)
if the Refinanced Guarantee Obligation is subordinated in right
of payment to the Term Loans or the Revolving Credit Obligations,
as the case may be, the new Guarantee Obligation shall be
subordinated in right of payment to the Term Loans and the
Revolving Credit Obligations, as applicable, on terms at least as
favorable to the Lenders as those contained in the documentation
governing the Refinanced Guarantee Obligation;

          (b)  Guarantee Obligations in favor of the Collateral
Agent and the Lenders created by the Loan Documents;

          (c)  Guarantee Obligations in respect of Revolving
Credit Letters of Credit issued under the Revolving Credit
Agreement;

          (d)  Guarantee Obligations of a corporation which
becomes a Subsidiary or is merged with or into a Subsidiary after
the date hereof provided that (i) such Guarantee Obligations
existed at the time such corporation became or was merged with or
into a Subsidiary and were not created in anticipation thereof
and (ii) immediately after giving effect to the acquisition of
such corporation by the Borrower or one of its Subsidiaries no
Default shall have occurred and be continuing;

          (e)  Guarantee Obligations of the Borrower and the
Receivables Selling Subsidiaries created pursuant to the
Receivables Purchase Documents;

          (f)  Guarantee Obligations of the Borrower or the
Subsidiaries of the Borrower incurred after the Closing Date in
an aggregate amount not to exceed $5,000,000 at any one time
outstanding (other than as permitted by clause (g) below);

          (g)  Guarantee Obligations of the Borrower or of any
Subsidiary Guarantor in respect of any obligation of any other
Subsidiary Guarantor; and

          (h)  Guarantee Obligations of the Borrower in respect
of any obligations of any Subsidiary;

provided that, in the case of any Guarantee Obligation incurred
under clauses (d), (f) or (h), such Guarantee Obligation, when
added to the other Guarantee Obligations incurred under clauses
(d), (f) or (h), does not exceed $10,000,000 and (ii) such
Guarantee Obligation shall be permitted to be incurred only if,
both before and after giving effect to the incurrence thereof, no
Default shall have occurred and be continuing.

     Section 7.2.4  Liens.  The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon any of its property, revenues or
assets, whether now owned or hereafter acquired, except:

          (a)  Liens securing payment of the Obligations, granted
pursuant to any Loan Document;

          (b)  Liens granted to secure payment of Indebtedness of
the type permitted and described in clause (d) of Section 7.2.2
(and securing only those assets that are the subject of such
Capitalized Lease Liabilities);

          (c)  Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter
payable without penalty or being diligently contested in good
faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books;

          (d)  Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of
business for sums not overdue for a period of not more than 60
days or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books;

          (e)  Liens incurred in the ordinary course of business
in connection with workmen's compensation, unemployment insurance
or other forms of governmental insurance or benefits, or to
secure performance of tenders, statutory obligations, leases and
contracts (other than for borrowed money) entered into in the
ordinary course of business or to secure obligations on surety or
appeal bonds;

          (f)  Liens in existence on the date hereof listed on
Item 7.2.4(f) ("Existing Liens") of the Disclosure Schedule, and
replacement Liens securing any Refinanced Indebtedness permitted
by clause (g) of Section 7.2.2 or any Refinanced Guarantee
Obligation permitted by clause (a) of Section 7.2.3, provided
that no such Lien (or replacement Lien) is spread to cover any
additional property or assets after the Closing Date and that the
amount of Indebtedness or Guarantee Obligations (or Refinanced
Indebtedness or Refinanced Guarantee Obligations) secured thereby
is not increased;

          (g)  Liens securing Indebtedness of Subsidiaries of the
Borrower permitted by clause (d) of Section 7.2.2 incurred to
finance the acquisition of fixed or capital assets, provided that
(i) such Liens shall be created substantially simultaneously with
the acquisition of such fixed or capital assets, (ii) such Liens
do not at any time encumber any property other than the property
financed by such Indebtedness, (iii) the amount of Indebtedness
secured thereby is not increased and (iv) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed
100% of the original purchase price of such property at the time
it was acquired;

          (h)  Liens on the property or assets of a Person which
becomes or is merged with or into a Subsidiary of the Borrower
after the date hereof securing Indebtedness permitted by clause
(h) of Section 7.2.2, provided that (A) such Liens existed at the
time such Person became or was merged with or into a Subsidiary
and were not created in anticipation thereof, (B) any such Lien
is not spread to cover any property or assets of such Person
after the time such Person becomes or is merged with or into a
Subsidiary, and (C) the amount of Indebtedness secured thereby is
not increased;

          (i)  Liens (not otherwise permitted hereunder) on
assets of the Subsidiary Guarantors which secure obligations not
exceeding $5,000,000 in aggregate amount at any time outstanding
and Liens (not otherwise permitted hereunder) on assets of the
Foreign Subsidiaries and Trocano securing Indebtedness permitted
by clause (f)(ii) of Section 7.2.2;

          (j)  Liens on Sold Receivables created pursuant to the
Receivables Purchase Documents;

          (k)  easements, rights of way, restrictions and other
similar charges or encumbrances which do not secure any
obligations or interfere in any material respect with the
ordinary conduct of business of the Borrower and its Subsidiaries
or the Revolving Credit Borrowers and their respective
Subsidiaries, in each case taken as a whole;

          (l)  any Lien arising pursuant to any order of
attachment, distraint or other legal process arising in
connection with court or arbitration proceedings so long as the
execution or other enforcement thereof is effectively stayed, the
claims secured thereby are being contested in good faith by
appropriate proceedings, adequate reserves have been established
with respect to such claims in accordance with GAAP and no
Default would occur as a result thereof; and

          (m)  Liens arising under licensing agreements entered
into by any Subsidiary of the Borrower in the ordinary course of
business for the use of Intellectual Property or other intangible
assets of such Subsidiary, and settlements, permissions, consents
to use, and other similar agreements concerning Intellectual
Property or judgements adjudicating rights in Intellectual
Property;

provided, however, that none of the Liens permitted by clauses
(i) or (j) of this Section 7.2.4 shall encumber any Collateral or
subject any Collateral to the terms thereof.

     Section 7.2.5  Financial Covenants.

          (a)  Leverage Ratio.  The Borrower will not permit the
Leverage Ratio as of the end of any Fiscal Quarter ending after
the Closing Date and occurring during any period set forth below
to be greater than the ratio set forth opposite such period:


              Period                          Leverage Ratio
              ------                          --------------
          Closing Date to 12/31/98                 9.50:1
          1/1/99 to 3/31/99                        9.25:1
          4/1/99 to 6/30/99                        9.00:1
          7/1/99 and thereafter                    8.75:1

          (b)  Senior Secured Leverage Ratio.  The Borrower will
not permit the Senior Secured Leverage Ratio as of the end of any
Fiscal Quarter ending after the Closing Date and occurring during
any period set forth below to be greater than the ratio set forth
opposite such period:

                                               Senior Secured
              Period                           Leverage Ratio
              ------                           --------------
          Closing Date to                           3.10:1
              3/31/98
          4/1/98 to 6/30/98                         3.00:1
          7/1/98 to 9/30/98                         2.85:1
          10/1/98 and thereafter                    2.75:1


          (c)  Operating Company Leverage Ratio.  The Borrower
will not permit the Operating Company Leverage Ratio as of the
end of any Fiscal Quarter ending after the Closing Date to be
greater than 1.25:1.

          (d)  Interest Coverage Ratio. The Borrower will not
permit the Interest Coverage Ratio as of the end of any Fiscal
Quarter ending after the Closing Date and occurring during any
period set forth below to be less than the ratio set forth
opposite such period:

              Period                 Interest Coverage Ratio
              ------                 -----------------------
          Closing Date to 6/30/98              0.70:1
          7/1/98 to 9/30/98                    0.80:1
          10/1/98 to 12/31/98                  0.85:1
          1/1/99 to 3/31/99                    0.90:1
          4/1/99 to 6/30/99                    0.95:1
          7/1/99 and thereafter                1.00:1

     Section 7.2.6  Investments.  The Borrower will not, and
will not permit any of its Subsidiaries to, make, incur, assume
or suffer to exist any Investment in any other Person, except:

          (a)  Investments existing on the Closing Date and
identified in Item 7.2.6(a) ("Ongoing Investments") of the
Disclosure Schedule and extensions, renewals, modifications or
restatements thereof, provided, however, that no such extension,
renewal, modification or restatement shall (i) increase the
amount of the original loan, advance or investment, or (ii)
adversely affect the interests of the Lenders with respect to
such original loan, advance or investment or the interests of the
Lenders under this Agreement or any other Loan Document in any
respect;

          (b)  Cash Equivalent Investments;

          (c)  without duplication, Investments by the Borrower
to the extent permitted as Indebtedness pursuant to Section
7.2.2;

          (d)  without duplication, Investments permitted as
Capital Expenditures pursuant to Section 7.2.8;

          (e)  Investments in the form of loans and advances to
officers, directors and other employees of the Borrower or its
Subsidiaries for (i) commissions and travel and entertainment
expenses in the ordinary course of business and (ii) relocation
expenses and other similar expenses in an aggregate amount for
the Borrower and its Subsidiaries not to exceed $5,000,000 in the
aggregate at any one time outstanding;

          (f)  as long as no Event of Default has occurred and is
continuing or would result therefrom, loans by the Borrower or
its Subsidiaries to any member of Management of Parent, the
Borrower or any of their respective Subsidiaries in connection
with management incentive plans or equity investments in the
Parent or purchases of Parent Subordinated Debentures approved by
the Board of Directors of the Borrower or the Parent in an
aggregate amount not to exceed $5,000,000 in the aggregate at any
one time outstanding;

          (g)  if in the reasonable judgment of the Borrower or
any of its Subsidiaries, any customer is deemed to be in a
reorganization or unable to make a timely cash payment on
Indebtedness or other obligations of such customer owing to it,
the Borrower and each of its Subsidiaries may invest in
securities issued by such customer or any affiliate thereof in
lieu of cash payment; provided that the Borrower or such
Subsidiary, as the case may be, has paid no new consideration
(other than forgiveness of Indebtedness or other obligations)
therefor;

          (h)  consummation of Acquisitions in any Fiscal Year of
the Borrower so long as (A) after giving effect to any such
Acquisition, (i) the Senior Secured Leverage Ratio is less than
or equal to 2.75:1, (ii) the Leverage Ratio calculated after
giving effect to such Acquisition is less than the Leverage Ratio
calculated prior to giving effect to such Acquisition on a pro
forma basis, (iii) the Borrower or the relevant Subsidiary shall
acquire (subject to Section 7.2.1) a majority controlling
interest in the Person in which such Investment was made or
increase any such controlling interest maintained by it in any
such Person and (iv) the chief financial or accounting Authorized
Officer of the Borrower shall have executed and delivered a
certificate to the Administrative Agent substantially in the form
of Exhibit E hereto (including a calculation of the financial
covenant ratios contained in Section 7.2.5 in reasonable detail)
certifying pro forma compliance with the covenants set forth in
Section 7.2.5 for the most recent full Fiscal Quarter immediately
preceding the date of such Acquisition and certifying that no
Default shall have occurred and be continuing on the date such
Investment is made, nor would a Default result from the making of
such Investment, and (B) the Person in which the Investment is
made (i) conducts the same, similar or related lines of business
to those conducted by Metz and (ii) issues a promissory note
(which shall not be subordinated) to the Borrower or the relevant
Subsidiary (which, in turn, shall issue a promissory note to the
Borrower, which also shall not be subordinated) in an amount
equal to the value of such Investment at such time (allowing for
amounts which must under the circumstances be invested as capital
contributions); provided, however, that (i) such note is fully
secured by all assets of the Person in which the Investment is
being made to the extent permitted by applicable law, (ii) such
note is pledged to the Collateral Agent on behalf of the Term
Loan Lenders pursuant to the Term Loan Security Documents and
(iii) such security interests securing such note, if any, are
collaterally assigned to the Collateral Agent on behalf of the
Term Loan Lenders; and

          (i)  in respect of Other Bakeries acquired by the
Borrower or any of its Subsidiaries pursuant to an Investment
constituting an Exchanged Bakery Transaction, the portion of such
Investment equal to the fair market value of the Exchanged Bakery
used as consideration by the Borrower or such Subsidiary, as the
case may be, in respect of such  Exchanged Bakery Transaction;

provided that, no Investment shall be made under clauses (f),
(g), (h) or (i) of this Section 7.2.6 unless, after giving effect
thereto, (i) the representations and warranties set forth in
Section 6.7 and Section 6.12 shall be true and correct in all
material respects and (ii) no Default shall have occurred and be
continuing or would result therefrom.

     Section7.2.7  Restricted Payments, etc.  On and at all
times after the date hereof:

          (a)  the Borrower will not, and will not permit any of
its Subsidiaries to, declare, pay or make any dividend or make
any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of
Capital Stock of the Borrower or any Subsidiary (now or hereafter
outstanding), or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in
obligations of the Borrower or any Subsidiary or on any warrants,
options or other rights with respect to any shares of any class
of Capital Stock (now or hereafter outstanding) of the Borrower
or any Subsidiary (other than (i) dividends or distributions
payable in its Capital Stock or warrants to purchase its Capital
Stock or (ii) splits or reclassifications of its Capital Stock
into additional or other shares of its Capital Stock) or apply,
or permit any of its Subsidiaries to apply, any of its funds,
property or assets to the purchase, redemption, exchange, sinking
fund or other retirement of, or agree or permit any of its
Subsidiaries to purchase, redeem or exchange, any shares of any
class of Capital Stock (now or hereafter outstanding) of the
Borrower or any Subsidiary, or warrants, options or other rights
with respect to any shares of Capital Stock (now or hereafter
outstanding) of the Borrower or any Subsidiary; and

          (b)  the Borrower will not, and will not permit any of
its Subsidiaries to, (i) make any payment or prepayment of
principal of, or make any payment of interest on, any 1993 Senior
Note, 1995 Senior Note or Subordinated Note to any holder thereof
or trustee therefor prior to the stated, scheduled date for such
payment or prepayment set forth in the documents and instruments
memorializing such 1993 Senior Note, 1995 Senior Note or
Subordinated Note, or which would violate the subordination
provisions of such Subordinated Note, or (ii) redeem, purchase or
defease any 1993 Senior Note, 1995 Senior Note or Subordinated
Note (the foregoing prohibited acts referred to in clauses (a)
and (b) above are herein collectively referred to as "Restricted
Payments");

except that, so long as (A) both immediately prior to and after
giving effect to such Restricted Payment, no Default shall have
occurred and be continuing or would result therefrom, (B) after
giving effect to the making of such Restricted Payment, the
Borrower shall be in pro forma compliance with the covenants set
forth in Section 7.2.5 for the most recent full Fiscal Quarter
immediately preceding the date of the payment of such Restricted
Payment for which the relevant financial information has been
delivered pursuant to clauses (a) or (b) of Section 7.1.1, and
(C) the chief financial or accounting Authorized Officer of the
Borrower shall have delivered a certificate to the Agents in form
and substance satisfactory to the Syndication Agent (including a
calculation of the Borrower's compliance with the covenants set
forth in Section 7.2.5) certifying as to the accuracy of clauses
(A) and (B) above:

          (i)  the Borrower and its Subsidiaries may pay
dividends in additional shares of its Capital Stock, provided
that such Capital Stock does not by its terms require the
Borrower or such Subsidiary to make any Restricted Payments in
respect thereof other than in the form of the issuance of
additional shares of such Capital Stock;

          (ii)(A)  the Borrower may pay cash dividends to the
Parent (I) in amounts required for the Parent to pay when due
franchise taxes and other fees required to maintain its corporate
existence and (II) in an amount not to exceed $1,000,000 for each
Fiscal Year for the payment of out-of-pocket costs, expenses and
other amounts required to be paid by the Parent during such
Fiscal Year and (B) the Special Purpose Subsidiary may transfer
amounts from the Asset Sale Proceeds Account by way of cash
dividends or loans to the Borrower;

          (iii)  the Borrower may pay cash dividends to the
Parent in an aggregate amount not to exceed $3,000,000 (the
"Parent Dividend Limit"), provided that the proceeds of such
dividends shall be used within 30 days of receipt of such
dividends by the Parent to repurchase Capital Stock of the Parent
or Parent Subordinated Debentures from any member of Management
of the Parent, the Borrower or any of their respective
Subsidiaries or from the estate of a member of Management of the
Parent, the Borrower or any of their respective Subsidiaries and
provided, further, that the Parent Dividend Limit shall be
increased by the aggregate amount of cash proceeds of any
additional Capital Stock of the Parent or additional Parent
Subordinated Debentures which are issued to any member of the
Management of the Parent, the Borrower or any of their respective
Subsidiaries so long as such proceeds are simultaneously
contributed by the Parent to the capital of the Borrower; and

          (iv)  the Borrower may pay amounts due and payable to
the Parent under the Tax Sharing Agreements provided that such
amounts are paid out by the Parent to the appropriate taxing
authority within five Business Days of receipt of such amounts
from the Borrower,

     Section 7.2.8  Capital Expenditures, etc.  The Borrower will
not, and will not permit any of its Subsidiaries to, make or
commit to make Capital Expenditures in any Fiscal Year, except
Capital Expenditures which do not aggregate in any Fiscal Year in
excess of $45,000,000 plus an amount equal to the lesser of (x)
$5,000,000 and (y) 4% of revenues acquired from Investments made
pursuant to clause (h) of Section 7.2.6 (net of revenues
divested); provided, however, that (i) the amount of Capital
Expenditures permitted to be made in the 1998 Fiscal Year shall
not include Capital Expenditures made in respect of repurchase
obligations under lease and sale-leaseback arrangements in an
amount not to exceed $40,000,000, (ii) to the extent the amount
of Capital Expenditures permitted to be made in any Fiscal Year
pursuant to this Section (other than clause (i) above) exceeds
the aggregate amount of Capital Expenditures actually made during
such Fiscal Year, up to 100% of such excess amount may be carried
forward to (but only to) the next succeeding Fiscal Year (any
such amount to be certified by the Borrower to the Agents in the
Compliance Certificate delivered for the last Fiscal Quarter of
such Fiscal Year, and any such amount carried forward to a
succeeding Fiscal Year shall be deemed to be used after the
Borrower and its Subsidiaries use the amount of Capital
Expenditures permitted by this Section without giving effect to
such carry-forward) and (iii) the amount of Capital Expenditures
permitted to be made from Net Cash Proceeds of Asset Sales
pursuant to clause (A)(ii) of Section 7.2.12 (without duplication
of Investments permitted as Capital Expenditures pursuant to
clause (h) of Section 7.2.6) or Section 7.2.15 shall not be
included for purposes of calculating compliance with this Section
7.2.8.

     Section 7.2.9  Receivables Subsidiary.  The Borrower will
not, and will not permit any of its Subsidiaries to, permit the
Receivables Subsidiary to engage in any business (including,
without limitation, the incurrence of any Indebtedness or the
creation of any Lien on any of its assets) other than the
performance of its obligations under the Receivables Purchase
Documents and all actions reasonably incidental thereto.

     Section 7.2.10  Take or Pay Contracts.  The Borrower will
not, and will not permit any of its Subsidiaries to, enter into
or be a party to any arrangement for the purchase of materials,
supplies, other property or services if such arrangement by its
express terms requires that payment be made by the Borrower or
such Subsidiary regardless of whether such materials, supplies,
other property or services are delivered or furnished to it.

     Section 7.2.11  Consolidation, Merger, etc.  The Borrower
will not, and will not permit any of its Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with,
any other corporation, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or of any division
thereof) except

          (a)  any Holding Company or Inactive Subsidiary may be
liquidated or dissolved;

          (b)  any Holding Company may be merged or consolidated
with or into the Borrower or one of its wholly-owned Subsidiaries
which is a Subsidiary Guarantor;

          (c)  any Subsidiary Guarantor may be merged or
consolidated with or into one or more other Subsidiary
Guarantors; and

          (d)  the Borrower and its Subsidiaries may consummate
transactions permitted by clause (h) of Section 7.2.6.

     Section 7.2.12  Asset Dispositions, etc.  The Borrower will
not, and will not permit any of its Subsidiaries to, sell,
transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, all or any
substantial part of its assets (including accounts receivable and
Capital Stock of Subsidiaries) to any Person, except

          (a)  such sale, transfer, lease, contribution or
conveyance of such assets is (i) in the ordinary course of its
business (and does not constitute a sale, transfer, lease,
contribution or other conveyance of all or a substantial part of
the assets of the Borrower and its Subsidiaries or any Revolving
Credit Borrower and its Subsidiaries, in each case, taken as a
whole) or is of obsolete or worn out property or is no longer
used or useful in the Borrower's or the relevant Subsidiary's
business or operations or (ii) permitted by Section 7.2.11, or
(iii) by any Subsidiary of the Borrower or the Borrower to the
Borrower or any Subsidiary Guarantor;

          (b)  the sale, transfer or discount of Receivables and
Related Property arising pursuant to the Receivables Purchase
Documents; or

          (c)  so long as no Default has occurred and is
continuing, (i) any sale of all or substantially all of the
assets or Capital Stock of Mother's, H&M or Boudin, (ii) any sale
of duplicative assets, divisions, operating units or lines of
business either owned by the Borrower or its Subsidiaries or
acquired  in any Acquisition to the extent required by any
Regulatory Authority in connection with such Acquisition, (iii)
any sale by the Borrower or any of its Subsidiaries consisting of
the transfer of one or more bakeries to a Person other than the
Borrower or any of its Subsidiaries (such bakery or bakeries
being, an "Exchanged Bakery") pursuant to a transaction (an
"Exchanged Bakery Transaction") in which the Borrower or such
Subsidiary transferring such Exchanged Bakery receives
consideration therefor constituting, in whole or in substantial
part, one or more other bakeries (collectively, "Other
Bakeries"); provided, that (A) to the extent the Borrower or any
such Subsidiary receives cash or assets in addition to the Other
Bakeries in connection with any such Exchanged Bakery
Transaction, such cash or other assets shall, to the extent their
aggregate value exceeds $250,000, constitute Asset Sale Proceeds
and shall be subject to the terms of this Section 7.2.12, (B) to
the extent the Borrower or any such Subsidiary is required to
pay, as consideration for any Other Bakeries being acquired in
such Exchanged Bakery Transaction, additional consideration
(whether in the form of cash or otherwise) which additional
consideration shall be in addition to the Exchanged Bakery, such
additional consideration shall only be paid if and to the extent
permitted pursuant to Section 7.2.8 or clause (h) of Section
7.2.6 and (C) the Borrower's Board of Directors shall, prior to
the consummation of any Exchanged Bakery Transaction, adopted a
resolution confirming that the total consideration to be received
in connection with such Exchanged Bakery Transaction is at least
equal to the fair market value of such Exchanged Bakery, and (iv)
any sale of any other assets (or any division or operating unit
or line of business) of the Borrower or any Subsidiary of the
Borrower or the Capital Stock of any Subsidiary of the Borrower
from time to time in an aggregate amount not to exceed
$10,000,000; provided, however, that no term or provision of this
clause (c) shall permit the Borrower or any of its Subsidiaries
to sell any of the Capital Stock, or all or substantially all of
the assets, of Metz.

Any term or provision hereof to the contrary notwithstanding,
with respect to all Asset Sales of the type described in clause
(c) of this Section 7.2.12, (A) the aggregate Net Cash Proceeds
from all such Asset Sales in excess of $250,000 (collectively,
the "Asset Sale Proceeds") shall be deposited in the Asset Sale
Proceeds Account and shall be (i) used to consummate one or more
Acquisitions permitted under clause (h) of Section 7.2.6,
(ii) invested in Capital Expenditures or other long-term assets
of the Operating Subsidiaries or (iii) applied to prepay the Term
Loans or Revolving II Credit Loans as provided in clause (c) of
Section 3.1.1 or, to the extent required by Section 3.1 of the
Revolving Credit Agreement, to prepay the Revolving I Credit
Loans or cash collateralize Reimbursement Obligations in respect
of Revolving Credit Letters of Credit, in each case within 360
days of the consummation of any such Asset Sale; (B) the
consideration received in connection with each such Asset Sale
shall be at least equal to the fair market value of such assets
or Capital Stock (as determined by the Board of Directors of the
Borrower in good faith, or by a resolution of the Board of
Directors of the Borrower if the fair market value of such assets
or Capital Stock exceeds $5,000,000), and (C) at least 80% of the
consideration (including the assumption of existing indebtedness)
received in connection with each such sale or disposition shall
be received in cash or Cash Equivalent Investments at the time of
such sale or disposition; provided, however, that the amount of
(1) any liabilities (as shown on the Borrower's or such
Subsidiary's most recent balance sheet or in the notes thereto)
of the Borrower or such Subsidiary that are assumed by the
transferee of any such business or assets and (2) any notes or
other obligations of such transferee or Marketable Securities
received by the Borrower or any such Subsidiary from such
transferee that within 30 days of the consummation of the Asset
Sale are converted by the Borrower or such Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash
for purposes of this provision.  The Borrower agrees to promptly
notify the Agents, the Collateral Agent and the Lenders of each
sale or other disposition by any such Subsidiary of any assets or
Capital Stock permitted pursuant to this clause (c), the Asset
Sale Proceeds received in respect of such sale or disposition and
each reinvestment of such Asset Sale Proceeds (together with a
description of the business, Capital Expenditures or other long-
term asset in which such Asset Sale Proceeds were so reinvested).

     Section 7.2.13  Optional Prepayments, Purchases and
Modification of Certain Agreements.  The Borrower will not, and
will not permit any of its Subsidiaries to, (a) make any optional
payment or prepayment of or redemption, defeasance or purchase of
any indebtedness (other than (i) the Loans, (ii) Indebtedness
permitted by clause (f) of Section 7.2.2, (iii) Indebtedness
permitted by clause (d) of Section 7.2.2 at such time as the
asset acquired with the proceeds of such Indebtedness is sold or
otherwise disposed of or (iv) Indebtedness permitted by clause
(g)(ii) of Section 7.2.2 consisting of any refinancings or
refundings thereof permitted by the terms of clause (g)(ii) of
Section 7.2.2 but only so long as the principal amount of the
Refinanced Indebtedness is not greater than the principal amount
of the refinancing or refunding Indebtedness or (b) amend, modify
or change, or consent or agree to any amendment, modification or
change to, any of the terms of (1) any Financing Document (other
than any such amendment, modification or change which would
extend the maturity or reduce the amount of any payment of
principal thereunder by the Parent, the Borrower or any of their
Subsidiaries or which would reduce the rate or extend the date
for payment of interest thereunder payable by the Parent, the
Borrower or any of their Subsidiaries) or (2) any Management
Agreement, Parent Stockholders Agreement or the Tax Sharing
Agreement or any schedules, exhibits or agreements related
thereto, in each case which would either increase the obligations
of the Parent, the Borrower or any of their Subsidiaries or would
adversely affect the rights or remedies of the Agents and the
Lenders hereunder or under any Loan Document, or (c) take any
action in violation of any applicable subordination provisions of
any Indebtedness or Guarantee Obligation or (d) (1) deliver any
notice to the trustee under the 1993 Senior Note Indenture or the
holders of the 1993 Senior Notes of its offer to purchase the
1993 Senior Notes in accordance with Section 3.09, 4.10 or 4.15
of the 1993 Senior Note Indenture or (2) deliver any notice to
the trustee under the 1995 Senior Note Indenture or the holders
of the 1995 Senior Notes of its offer to purchase the 1995 Senior
Notes in accordance with Section 3.09, 4.10 or 4.15 of the 1995
Senior Note Indenture or (e) deliver any notice to the trustee
under the Subordinated Note Indenture or the holders of the
Subordinated Notes of its offer to purchase the Subordinated
Notes in accordance with Section 3.09, 4.10 or 4.15 of the
Subordinated Note Indenture or (f) incur any obligation
(contractual or otherwise) to pay, or otherwise become liable for
the payment of, any fees, costs, expenses or other amounts
described in or due under or in connection with the Parent Pledge
Agreement (including, without limitation, any obligations
described in Section 12 thereof).

     Section 7.2.14  Transactions with Affiliates.  The Borrower
will not, and will not permit any of its Subsidiaries to, enter
into, or cause, suffer or permit to exist any arrangement or
contract with any of its other Affiliates unless such transaction
is (a) not otherwise prohibited under the Loan Documents and (b)
upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary, as the case may be, than it would obtain in a
comparable arm's length transaction with a Person which is not an
Affiliate; provided, however, that this Section 7.2.14 shall not
prohibit or restrict (i) any reasonable employment or consulting
agreement or arrangement entered into by the Borrower or any of
its Subsidiaries in the ordinary course of business, (ii)
transactions permitted by Section 7.2.7 and clauses (e) and (f)
of Section 7.2.6, (iii) as long as no Default or Event of Default
has occurred and is continuing or would result therefrom,
management fees payable pursuant to the Management Agreements in
an aggregate amount not to exceed $1,000,000 in any Fiscal Year,
(iv) the entering into or the performance by the Borrower and its
Subsidiaries of their obligations under the Tax Sharing
Agreements, (v) transactions among or between the Borrower and
Subsidiaries of the Borrower that are wholly owned, directly or
indirectly, by the Borrower and (vi) transactions contemplated by
the Receivables Purchase Documents.

     Section 7.2.15  Sale and Leaseback.  The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any
agreement or arrangement with any other Person providing for the
leasing by the Borrower or any of its Subsidiaries of real or
personal property which has been or is to be sold or transferred
by the Borrower or any of its Subsidiaries to such other Person
or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or
rental obligations of the Borrower or any of its Subsidiaries;
provided that, there shall be excluded from the operation of this
clause any sale-leaseback arrangements so long as (i) the
aggregate consideration received by the Borrower and its
Subsidiaries for all such sale-leaseback arrangements (including
such sale-leaseback arrangement) since the Closing Date pursuant
to this Section 7.2.15 does not exceed in the aggregate
$1,000,000 and (ii) the Net Cash Proceeds of such sale-leaseback
arrangement (but only if such Net Cash Proceeds, together with
the Net Cash Proceeds of any other sale leaseback arrangements
which are part of a series of related transactions with such sale-
leaseback arrangement, are in excess of $100,000) are deposited
in the Asset Sale Proceeds Account and are (x) invested in
Capital Expenditures or other long-term assets of the Operating
Subsidiaries reasonably related to the conduct of the same,
similar or related lines of business to those conducted by the
Operating Subsidiaries within 360 days of the effective date of
such sale-leaseback arrangement and/or (y) used to prepay the
Term Loans as provided in Section 3.1.1 or, to the extent
required by Section 3.1.1 of the Revolving Credit Agreement, to
prepay the Revolving Credit Loans or cash collateralize
Reimbursement Obligations in respect of Revolving Credit Letters
of Credit.

     Section 7.2.16  Stock of Subsidiaries.  The Borrower will
not permit any Subsidiary to issue any Capital Stock (whether for
value or otherwise) to any Person other than the Borrower or
another wholly-owned Subsidiary.

     Section 7.2.17  Accounting Changes.  The Borrower will not,
and will not permit any of its Subsidiaries to, change their
respective Fiscal Years from the period of twelve consecutive
calendar months ending on December 31.

     Section 7.2.18  Negative Pledges, Restrictive Agreements,
etc.  The Borrower will not, and will not permit any of its
Subsidiaries to, enter into with any Person any agreement, other
than (a) this Agreement and the other Loan Documents, (b) the
Financing Documents (other than the Receivables Purchase
Documents), (c) any Management Agreement, (d), any Parent
Shareholders Agreement, (e) any Tax Sharing Agreement, (f) the
Receivables Purchase Documents (provided that, except to the
extent provided in subsection 6.10 of the Receivable Sale
Agreement as in effect on the Closing Date and the comparable
provision, if any, of any subsequent Receivable Sale Agreement,
such prohibition or limitation shall only be effective against
the Sold Receivables), (g) any industrial revenue bonds, purchase
money mortgages or Capitalized Lease Liabilities permitted by
this Agreement and the other Loan Documents (in which cases under
this clause (g), any prohibition or limitation shall only be
effective against the assets financed thereby) or (h) any license
or other arrangement permitted by this Agreement and the other
Loan Documents concerning Intellectual Property or other
intangible assets (provided that any such prohibition or
limitation shall only be effective against such Intellectual
Property or assets), which prohibits or limits the ability of the
Borrower or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired.

     Section 7.2.19  Holding Company Status.  The Borrower will
not, and will not permit any of the Inactive Subsidiaries or the
Holding Companies to conduct, transact or otherwise engage in any
business or operations, incur, create, assume or suffer to exist
any Indebtedness or Guarantee Obligations or other liabilities or
obligations or Liens, or own, lease, manage or otherwise operate
any properties or assets, other than, in the case of the
Borrower, (a) the consummation of the Refinancing and
transactions incidental thereto, (b) the entering into and
performance of its obligations under the Financing Documents, any
Management Agreement, any Parent Shareholders Agreement, any Tax
Sharing Agreement, the Receivables Purchase Documents and the
Loan Documents to which it is a party, (c) ownership of its
Subsidiaries and the Receivables Subsidiary, (d) Indebtedness
expressly permitted to be incurred by the Borrower by Section
7.2.2 and Guarantee Obligations expressly permitted to be
incurred by the Borrower by Section 7.2.3 and (e) Liens expressly
permitted to be created by the Borrower pursuant to Section
7.2.4.

     Section 7.3.  Negative Covenants of Special Purpose
Subsidiary.  The Borrower agrees with the Agents, the Collateral
Agent and each Lender that, until all Obligations have been paid
and performed in full, the Commitments have terminated and the
Revolving Credit Letters of Credit have (x) expired or been
returned to the Issuer or (y) been cash collateralized to the
reasonable satisfaction of the Collateral Agent and the Issuer,
the Borrower will, and will cause the Special Purpose Subsidiary
to, perform the obligations set forth in this Section 7.3.

     Section 7.3.1  Business Activities.  Except as otherwise
provided in this Agreement, the Special Purpose Subsidiary shall
not engage in any business activity other than entering into the
Asset Sale Proceeds Account Agreement and performing all of its
obligations thereunder.

     Section 7.3.2  Creation of Indebtedness; Guarantees.  The
Special Purpose Subsidiary shall not create, incur, assume or
suffer to exist any Indebtedness other than Indebtedness approved
in writing by all Lenders.  Without the prior written consent of
the Lenders, the Special Purpose Subsidiary shall not assume,
guarantee, endorse or otherwise be or become directly or
contingently liable for the obligations of any Person by, among
other things, agreeing to purchase any obligation of another
Person, agreeing to advance funds to such Person or causing or
assisting such Person to maintain any amount of capital, in each
case, except as otherwise provided in this Agreement or any other
Loan Document.

     Section 7.3.3  Subsidiaries.  The Special Purpose Subsidiary
shall not form, or cause to be formed, any Subsidiaries.

     Section 7.3.4  Issuance of Stock.  The Special Purpose
Subsidiary shall not issue or allow the issuance of any shares of
its Capital Stock or rights, warrants or options in respect of
its Capital Stock, other than the shares of common stock which
have been pledged to the Lenders under the Borrower Pledge
Agreement.

     Section 7.3.5  Mergers.  The Special Purpose Subsidiary
shall not consolidate with or merge into any Person or transfer
all or any material portion of its assets to any Person or
liquidate or dissolve.

     Section 7.3.6  Other Activities.  The Special Purpose
Subsidiary shall not:

          (a)  sell, transfer, exchange or otherwise dispose of
any of its assets except as permitted under the Loan Documents
and under its Certificate of Incorporation; or

          (b)  engage in any business or activity other than as
contemplated by this Agreement and as permitted under its
Certificate of Incorporation.

     Section 7.3.7  Insolvency.  Neither the Parent, the
Borrower, the Special Purpose Subsidiary nor any other Subsidiary
of the Borrower shall commence with respect to the Special
Purpose Subsidiary any case, proceeding or other action (A) under
any existing or future law of any jurisdiction, domestic or
foreign, relating to the bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, corporation or
other relief with respect to it or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or
for all or any substantial part of its assets, or make a general
assignment for the benefit of its creditors.  Neither the Parent,
the Borrower, the Special Purpose Subsidiary nor any other
Subsidiary of the Borrower shall take any action in furtherance
of, or indicating the consent to, approval of, or acquiescence in
any of the acts set forth above.  The Special Purpose Subsidiary
shall not admit in writing its inability to pay its debts.

     Section 7.3.8  ERISA.  The Special Purpose Subsidiary shall
not contribute or incur any obligation to contribute to, or incur
any liability in respect of, any Plan.

     Section 7.3.9  Dividends.  Except as expressly provided in
this Agreement or in any other Loan Document, the Special Purpose
Subsidiary shall not declare or make payment of (i) any dividend
or other distribution on or in respect of any shares of its
Capital Stock, or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of any option, warrant or
other right to acquire shares of its Capital Stock unless (in
each case) at the time of such declaration or payment (and after
giving effect thereto) no amount payable by the Parent, the
Borrower or any Revolving Credit Borrower under any Loan Document
is then due and owing but unpaid.

ARTICLE VIII
EVENTS OF DEFAULT

     Section 8.1  Listing of Events of Default.  Each of the
following events or occurrences described in this Section 8.1
shall constitute an "Event of Default".

     Section 1.1.1  Non-Payment of Obligations.  The Borrower
shall default in the payment or prepayment when due of (a) any
principal of any Term Loan; or (b) any Obligor (including the
Borrower) shall default in the payment when due of any interest
or commitment fee with respect to the Term Loans or Term Loan
Commitments or of any other monetary Obligation and such default
shall continue unremedied for a period of three Business Days.

     Section 8.1.2  Breach of Warranty.  Any representation or
warranty of the Borrower or any other Obligor made or deemed to
be made hereunder or in any other Term Loan Document executed by
it or any other writing or certificate (including the Borrower
Closing Date Certificate) furnished by or on behalf of the
Borrower or any other Obligor to the Agents, the Collateral
Agent, the Arranger or any Term Loan Lender for the purposes of
or in connection with this Agreement or any such other Term Loan
Document (including any certificates delivered pursuant to
Article V), is or shall be incorrect in any material respect when
made or deemed to have been made.

     Section 8.1.3  Non-Performance of Certain Covenants and
Obligations.  The Borrower shall default in the due performance
and observance of any of its obligations under Section 7.1.7,
7.1.8, 7.1.9 or 7.2; or the Parent shall default in the due
performance and observance of any of its obligations under
Section 2 of the Parent Agreement.

     Section 8.1.4  Non-Performance of Other Covenants and
Obligations.  The Borrower or any other Obligor shall default in
the due performance and observance of any other agreement
contained herein or in any other Term Loan Document executed by
it, and such default shall continue unremedied for a period of
30 days after notice thereof shall have been given to the
Borrower by the any Agent, the Collateral Agent or any Term Loan
Lender.

     Section 8.1.5  Default on Other Indebtedness.  A default
shall occur (i) in the payment when due (subject to any
applicable grace period), whether by acceleration or otherwise,
of any Indebtedness (other than Indebtedness described in
Section 8.1.1) of the Borrower or any of its Subsidiaries having
a principal amount, individually or in the aggregate, in excess
of $5,000,000, or (ii) a default shall occur in the performance
or observance of any obligation or condition with respect to such
Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit
the holder or holders of such Indebtedness, or any trustee or
agent for such holders, to cause or declare such Indebtedness to
become due and payable prior to its expressed maturity.

     Section 8.1.6  Judgments.  Any judgment or order for the
payment of money in excess of $5,000,000 (not covered by
insurance from a responsible insurance company that is not
denying its liability with respect thereto) shall be rendered
against the Borrower or any of its Subsidiaries and remain unpaid
and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order, or (ii) there shall
be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect.

     Section 8.1.7  Pension Plans.  Any of the following events
shall occur with respect to any Pension Plan:  (i) the
termination of any Pension Plan if, as a result of such
termination, the Borrower or any Subsidiary of the Borrower would
be required to make a contribution to such Pension Plan, or would
reasonably expect to incur a liability or obligation to such
Pension Plan, in excess of $1,000,000, or (ii) a contribution
failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA in an amount in
excess of $1,000,000.

     Section 8.1.8  Change in Control.  Any Change in Control
shall occur.

     Section 8.1.9  Bankruptcy, Insolvency, etc.  The Borrower or
any of its Subsidiaries or any other Obligor shall

          (a)  apply for, approve, consent to, or acquiesce in,
the appointment of a trustee, receiver, sequestrator or other
custodian for the Borrower, any such Subsidiary or any other
Obligor or any property of any thereof, or make a general
assignment for the benefit of creditors;

          (b)  in the absence of such application, approval,
consent, acquiescence or assignment, permit or suffer to exist
the appointment of a trustee, receiver, sequestrator or other
custodian for the Borrower, any such Subsidiary or any other
Obligor or for a substantial part of the property of any thereof,
and (x) such trustee, receiver, sequestrator or other custodian
shall not be discharged within 60 days or (y) the Borrower, any
such Subsidiary or any other Obligor takes any action in
furtherance of such appointment, provided that the Borrower, each
such Subsidiary and each other Obligor hereby expressly
authorizes the Collateral Agent and each Lender to appear in any
court conducting any relevant proceeding during such 60-day
period to preserve, protect and defend their rights under the
Loan Documents;

          (c)  permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect of
the Borrower or any of its Subsidiaries or any other Obligor,
and, if any such case or proceeding is not commenced by the
Borrower or such Subsidiary or such other Obligor, such case or
proceeding shall be consented to or acquiesced in by the Borrower
or such Subsidiary or such other Obligor (or the Borrower, any
such Subsidiary or any other Obligor shall take any action in
furtherance of any of the foregoing) or shall result in the entry
of an order for relief or shall remain for 60 days undismissed;
provided that the Borrower, each such Subsidiary and each other
Obligor hereby expressly authorizes the Collateral Agent and each
Lender to appear in any court conducting any such case or
proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

          (d)  take any action (corporate or otherwise)
authorizing any of the foregoing; or

          (e)  become insolvent or generally fail to pay, or
admit in writing its inability or unwillingness to pay, its debts
as they become due.

     Section 8.1.10  Impairment of Security, etc.  Any Term Loan
Security Document shall (except in accordance with its terms), in
whole or in part, cease to be effective or cease to be the
legally valid, binding and enforceable obligation of the Parent,
the Borrower or any other Obligor, as the case may be; the
Borrower, the Parent or any other Obligor shall, directly or
indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability; or, except as permitted under
any Term Loan Security Document, any Lien securing any Term Loan
Obligation shall, in whole or in part, cease to be a perfected
first priority Lien.

     Section 8.1.11  Revolving Credit Event of Default.  (i) Any
Revolving Credit Event of Default shall have occurred and be
continuing; or (ii) any "termination event" under and as defined
in the Receivables Sale Agreement as in effect on the Closing
Date, or any event entitling the Persons financing the
Receivables to stop funding the purchase of Receivables from all
sellers of Receivables under any subsequent Receivables Sale
Agreement, shall have occurred and be continuing.

     Section 8.2  Action if Bankruptcy, etc.  If any Event of
Default described in clauses (a) through (d) of Section 8.1.9
shall occur with respect to any Obligor, the Term Loan
Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding
Term Loans and all other Term Loan Obligations shall
automatically be and become immediately due and payable, without
notice or demand.
     Section 8.3  Action if Other Event of Default.  If any Event
of Default (other than an Event of Default described in clauses
(a) through (d) of Section 8.1.9 with respect to any Obligor)
shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of
the Required Term Loan Lenders, shall by notice to the Borrower
declare all or any portion of the outstanding principal amount of
the Term Loans and other Obligations to be due and payable,
and/or declare the Term Loan Commitments (if not theretofore
terminated) to be terminated, whereupon the full unpaid amount of
such Term Loans and other Term Loan Obligations which shall be so
declared due and payable shall be and become immediately due and
payable, without further notice, demand or presentment, and/or,
as the case may be, the Term Loan Commitments shall terminate.

ARTICLE IX
THE AGENTS

     Section 9.1  Actions.  Each Term Loan Lender hereby appoints
DLJ as its Syndication Agent and Collateral Agent and ABN as its
Administrative Agent under and for purposes of this Agreement,
the Term Notes and each other Loan Document.  Each Term Loan
Lender authorizes the Agents and the Collateral Agent to act on
behalf of such Term Loan Lender under this Agreement, the Term
Notes and each other Loan Document and, in the absence of other
written instructions from the Required Term Loan Lenders received
from time to time by the Agents and the Collateral Agent (with
respect to which each of the Agents and the Collateral Agent
agrees that it will comply, except as otherwise provided in this
Section or as otherwise advised by counsel), to exercise such
powers hereunder and thereunder as are specifically delegated to
or required of the Agents and the Collateral Agent by the terms
hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each Term Loan Lender
acknowledges and consents to DLJ's acting as Syndication Agent
and Collateral Agent and ABN's acting as Administrative Agent for
the Revolving Credit Lenders under the Revolving Credit Agreement
and the other Revolving Credit Documents.  Each Term Loan Lender
hereby indemnifies (which indemnity shall survive any termination
of this Agreement) the Agents and the Collateral Agent, ratably
in accordance with their respective Term Loans outstanding and
Term Loan Commitments (or, if no Term Loans or Term Loan
Commitments are at the time outstanding and in effect, then
ratably in accordance with the principal amount of Term Loans
held by such Term Loan Lender, and their respective Term Loan
Commitments as in effect in each case on the date of the
termination of this Agreement), from and against any and all
liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time
be imposed on, incurred by, or asserted against, either of the
Agents or the Collateral Agent in any way relating to or arising
out of this Agreement, the Term Notes and any other Loan
Document, including reasonable attorneys' fees, and as to which
any Agent is not reimbursed by the Borrower or any other Obligor
(and without limiting the obligation of the Borrower or any other
Obligor to do so); provided, however, that no Term Loan Lender
shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or
expenses which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from
such Agent's or the Collateral Agent's gross negligence or
willful misconduct.  The Agents and the Collateral Agent shall
not be required to take any action hereunder, under the Term
Notes or under any other Loan Document, or to prosecute or defend
any suit in respect of this Agreement, the Term Notes or any
other Loan Document, unless it is indemnified hereunder to its
satisfaction; provided, however, that, notwithstanding the
foregoing, (i) no Agent or the Collateral Agent shall be
obligated to take any action which is inconsistent with the terms
of this Agreement or any Loan Document, (ii) no Agent or the
Collateral Agent shall be obligated to take any action which
exposes it to personal liability or which, in its judgment is
contrary to applicable law, and (iii) no Agent or Collateral
Agent shall have any right or be obligated or entitled to enforce
any right or remedy contained herein, in any Loan Document or
available at law or equity (other than the rights of set off)
except through the Collateral Agent who is hereby granted sole
and exclusive authority on behalf of the Agents with respect
thereto.  If any indemnity in favor of either of the Agents or
the Collateral Agent shall be or become, in such Agent's or the
Collateral Agent's determination, inadequate, the Agents or the
Collateral Agent may call for additional indemnification from the
Term Loan Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

     Section 9.2  Funding Reliance, etc. Unless the
Administrative Agent shall have been notified by telephone,
confirmed in writing, by any Term Loan Lender by 5:00 p.m., New
York City time, on the day prior to a Borrowing that such Term
Loan Lender will not make available the amount which would
constitute its Term Loan Percentage of such Borrowing on the date
specified therefor, the Administrative Agent may assume that such
Term Loan Lender has made such amount available to the
Administrative Agent and, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  If and to the
extent that such Term Loan Lender shall not have made such amount
available to the Administrative Agent, such Term Loan Lender and
the Borrower severally agree to repay the Administrative Agent
forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative
Agent made such amount available to the Borrower to the date such
amount is repaid to the Administrative Agent, at the interest
rate applicable at the time to Term Loans comprising such
Borrowing.

     Section 9.3  Exculpation.  None of the Agents, the
Collateral Agent or the Arranger nor any of their
respective directors, officers, employees or Agents shall be
liable to any Term Loan Lender for any action taken or omitted to
be taken by it under this Agreement or any other Term Loan
Document, or in connection herewith or therewith, except for its
own wilful misconduct or gross negligence, nor responsible for
any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, sufficiency, validity or due
execution of this Agreement or any other Term Loan Document, nor
for the creation, perfection or priority of any Liens purported
to be created by any of the Term Loan Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the
performance by the Borrower of its obligations hereunder or under
any other Term Loan Document.  Any such inquiry which may be made
by any Agent or Collateral Agent shall not obligate it to make
any further inquiry or to take any action. No Agent or the
Collateral Agent shall have any duties or responsibilities except
those specifically set forth in this Agreement and the other Loan
Documents and shall not by reason of the relationship established
herein be a trustee or fiduciary of any other Agent, the
Collateral Agent or any Lender.  Unless it specifically agrees to
do so in writing, no Agent or the Collateral Agent shall be
obligated to initiate, conduct or supervise any litigation or
collection proceedings, whether in bankruptcy or otherwise, any
work-out or post-default negotiations or take any other similar
actions; provided, that, at the written request of the Required
Term Loan Lenders, the Administrative Agent shall be obligated to
foreclose upon or set off against the cash collateral deposited
with it under clause (b) of Section 3.1.2 in accordance with
Section 4.9.  Each Agent and the Collateral Agent shall be
entitled to rely: (a) upon any certification, notice or other
communication (including any thereof by telephone, telex,
telegram or cable) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person
or Persons; and (b) upon advice and statements of legal counsel,
independent accountants and other experts selected by it in good
faith.  As to the matters not expressly provided for by this
Agreement or any Term Loan Document, each Agent and Collateral
Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions
signed by the Required Term Loan Lenders; and such instructions
of the Required Term Loan Lenders and any action taken or failure
to act pursuant thereto shall be binding on all of the Term Loan
Lenders.

     Section 9.4  Successor.  The Administrative Agent, the
Syndication Agent and the Collateral Agent may resign as such at
any time upon at least 30 days' prior notice to the Borrower, the
Syndication Agent and all Term Loan Lenders and, in the case of
the Administrative Agent, the Collateral Agent, and in the case
of the Collateral Agent, the Administrative Agent.  If the
Administrative Agent, the Syndication Agent or the Collateral
Agent at any time shall resign, the Required Term Loan Lenders
may, with the prior consent of the Borrower and the Syndication
Agent (which consents shall not be unreasonably withheld or
delayed), appoint another Lender as a successor Administrative
Agent or Collateral Agent which shall thereupon become the
Administrative Agent, Syndication Agent or the Collateral Agent
hereunder.  If no successor Administrative Agent, Syndication
Agent or Collateral Agent shall have been so appointed by the
Required Term Loan Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative
Agent's, Syndication Agent's or Collateral Agent's giving notice
of resignation, then the retiring Administrative Agent,
Syndication Agent or Collateral Agent may, on behalf of the Term
Loan Lenders, appoint a successor Administrative Agent or
Collateral Agent, which shall be one of the Lenders or a
commercial banking institution organized under the laws of the
United States or a United States branch or agency of a commercial
banking institution, and having a combined capital and surplus of
at least $500,000,000.  Notwithstanding the foregoing, for so
long as ABN shall act as Administrative Agent, if no successor
Administrative Agent has been named and accepted its appointment
as Administrative Agent, then ABN shall be permitted to resign
and the Syndication Agent or the Collateral Agent shall succeed
to the responsibilities of ABN as Administrative Agent; provided,
that at no time during the period commencing with the
Administrative Agent tendering its notice of resignation and
ending at the time that a successor Administrative Agent is
named, may DLJ resign as either the Syndication Agent or
Collateral Agent.  Upon the acceptance of any appointment as
Administrative Agent, Syndication Agent or Collateral Agent
hereunder by a successor Administrative Agent, Syndication Agent
or Collateral Agent, such successor Administrative Agent,
Syndication Agent or Collateral Agent shall be entitled to
receive from the retiring Administrative Agent, Syndication Agent
or Collateral Agent such documents of transfer and assignment as
such successor Administrative Agent, Syndication Agent or
Collateral Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges
and duties of the retiring Administrative Agent, Syndication
Agent or Collateral Agent, and the retiring Administrative Agent,
Syndication Agent or Collateral Agent shall be discharged from
its duties and obligations under this Agreement.  After any
retiring Administrative Agent's, retiring Syndication Agent's or
Collateral Agent's resignation hereunder as the Administrative
Agent, Syndication Agent or Collateral Agent, the provisions of

          (a)  this Article IX shall inure to its benefit as to
any actions taken or omitted to be taken by the retiring
Administrative Agent, retiring Syndication Agent or retiring
Collateral Agent while it was the Administrative Agent, the
Syndication Agent or the Collateral Agent under this Agreement;
and

          (b)  Section 10.3 and Section 10.4 shall continue to
inure to its benefit.

     Section 9.5  Term Loans by each Agent and the Collateral
Agent.  Each Agent and the Collateral Agent shall have the same
rights and powers with respect to (x) the Term Loans made by it
or any of its Affiliates, and (y) the Term Notes held by it or
any of its Affiliates as any other Term Loan Lender and may
exercise the same as if it were not an Agent or the Collateral
Agent.  Each Agent and the Collateral Agent and each of their
respective Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or
any Subsidiary or Affiliate of the Borrower as if such Agent or
Collateral Agent were not an Agent or Collateral Agent hereunder.

     Section 9.6  Credit Decisions.  Each Term Loan Lender
acknowledges that it has, independently of each Agent, the
Collateral Agent, the Documentation Agent, the Arranger and each
other Term Loan Lender, and based on such Term Loan Lender's
review of the financial information of the Borrower, this
Agreement, the other Loan Documents (the terms and provisions of
which being satisfactory to such Term Loan Lender) and such other
documents, information and investigations as such Term Loan
Lender has deemed appropriate, made its own credit decision to
extend its Term Loan Commitment.  Each Term Loan Lender also
acknowledges that it will, independently of each Agent, the
Collateral Agent, the Arranger, the Documentation Agent and each
other Term Loan Lender, and based on such other documents,
information and investigations as it shall deem appropriate at
any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan
Document.

     Section 9.7  Copies, etc.  Either Agent or the Collateral
Agent shall give prompt notice to each Term Loan Lender of each
notice or request required or permitted to be given to such Agent
or the Collateral Agent by the Borrower pursuant to the terms of
this Agreement (unless concurrently delivered to the Term Loan
Lenders by the Borrower).  To the extent that either Agent or the
Collateral Agent receives any document or instrument or other
communication for distribution to the Term Loan Lenders, such
Agent or the Collateral Agent will distribute to each Term Loan
Lender each document or instrument received for its account and
copies of all other communications received by such Agent or the
Collateral Agent from the Borrower for distribution to the Term
Loan Lenders by such Agent or the Collateral Agent in accordance
with the terms of this Agreement (except, in the case of non-
public information, as any such Term Loan Lender shall have
notified the Borrower and such Agent or the Collateral Agent in
writing that such Term Loan Lender shall not be furnished with
such document or instrument).  Except for notices, reports and
other documents and information expressly required to be
furnished to the Lenders by an Agent or the Collateral Agent
hereunder or under a Loan Document, no Agent or the Collateral
Agent shall have any duty or responsibility to provide any Agent
or the Collateral Agent or Lender with any credit or other
information concerning the affairs, financial condition or
business of the Borrower (or any of their Affiliates) which may
come into the possession of such Agent or the Collateral Agent or
any of their Affiliates.

     Section 9.8  The Syndication Agent, the Documentation Agent,
the Administrative Agent and the Collateral Agent.
Notwithstanding anything else to the contrary contained in this
Agreement or any other Loan Document, the Agents, the Collateral
Agent and the Documentation Agent, in their respective capacities
as such, each in such capacity, shall have no duties or
responsibilities under this Agreement or any other Loan Document
nor any fiduciary relationship with any Term Loan Lender, and no
implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or
otherwise exist against either Agent, the Collateral Agent or the
Documentation Agent as applicable, in such capacity except as are
explicitly set forth herein or in the other Loan Documents.

ARTICLE X
MISCELLANEOUS PROVISIONS

     Section 10.1  Waivers, Amendments, etc.  The provisions of
this Agreement and of each other Term Loan Document may from time
to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the
Borrower and each Obligor party thereto and by the Required Term
Loan Lenders; provided, however, that no such amendment,
modification or waiver which would:

          (a)  modify any requirement hereunder that any
particular action be taken by all the Term Loan Lenders or by the
Required Term Loan Lenders shall be effective unless consented to
by each Term Loan Lender;

          (b)  modify this Section 10.1, or clause (i) of Section
10.10, change the definition of "Required Term Loan Lenders",
increase any Term Loan Commitment Amount or the Term Loan
Percentage of any Term Loan Lender, release all or substantially
all of the Term Loan Collateral (except in each case as otherwise
specifically provided in this Agreement or applicable Term Loan
Security Document) or extend the Term Loan Commitment Termination
Date, shall be made without the consent of each Term Loan Lender
affected thereby;

          (c)  extend the due date for, or reduce the amount or
application of, any scheduled repayment or prepayment of
principal of or interest on any Term Loan or reduce the principal
amount of or rate of interest on any Term Loan, shall be made
without the consent of the holder of the Term Note evidencing
such Term Loan;

          (d)  affect adversely the interests, rights or
obligations of any Agent, the Collateral Agent or the Arranger
(in its capacity as Agent, the Collateral Agent or the Arranger),
unless consented to by such Agent, the Collateral Agent or the
Arranger, as the case may be;

          (e)  amend, modify or waive the provisions of clauses
(a)(i), (a)(iii), (b), (c), (d) or (e) of Section 3.1.1 or clause
(b) of Section 3.1.2 or effect any amendment, modification or
waiver that by its terms adversely affects the rights of
Revolving Credit Lenders differently from those of Term Loan
Lenders, without the consent of the holders of  more than 50% of
the aggregate outstanding principal amount of Revolving II Credit
Loans, or, if no Revolving II Credit Loans are outstanding,
Revolving Credit Lenders holding more than 50% of the Revolving
II Credit Commitments; or

          (f)  amend, modify or waive the provisions of Section
7.1, 7.2, or 7.3 without the consent of the Required Revolving
Credit Lenders.

No failure or delay on the part of any Agent, the Collateral
Agent, any Term Loan Lender or the holder of any Term Note in
exercising any power or right under this Agreement or any other
Term Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of
any other power or right.  No notice to or demand on the Borrower
in any case shall entitle it to any notice or demand in similar
or other circumstances.  No waiver or approval by any Agent, the
Collateral Agent any Term Loan Lender or the holder of any Term
Note under this Agreement or any other Term Loan Document shall,
except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions.  No waiver or approval
hereunder shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder.

     Section 10.2  Notices.  All notices and other communications
provided to any party hereto under this Agreement or any other
Term Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address
or facsimile number set forth on Schedule II hereto or, in the
case of a Term Loan Lender that becomes a party hereto after the
date hereof, as set forth in the Lender Assignment Agreement
pursuant to which such Term Loan Lender becomes a Term Loan
Lender hereunder or at such other address or facsimile number as
may be designated by such party in a notice to the other parties.
Any notice, if mailed and properly addressed with postage prepaid
or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted
by facsimile, shall be deemed given when transmitted (and
telephonic confirmation of receipt thereof has been received).

     Section 10.3  Payment of Costs and Expenses.  The Borrower
agrees to pay on demand all reasonable expenses of each of the
Agents and the Collateral Agent (including the reasonable fees
and out-of-pocket expenses of counsel to the Agents and the
Collateral Agent and of local or foreign counsel, if any, who may
be retained by counsel to the Agents and the Collateral Agent) in
connection with

          (a)  the syndication by the Syndication Agent and the
Arranger of the Term Loans, the negotiation, preparation,
execution and delivery of this Agreement and of each other Term
Loan Document, including schedules and exhibits, and any
amendments, waivers, consents, supplements or other modifications
to this Agreement or any other Term Loan Document as may from
time to time hereafter be required, whether or not the
transactions contemplated hereby are consummated;

          (b)  the filing, recording, refiling or rerecording of
each Mortgage, each Pledge Agreement and each Security Agreement
and/or any Uniform Commercial Code financing statements relating
thereto and all amendments, supplements and modifications to any
thereof and any and all other documents or instruments of further
assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof or of such Mortgage, Pledge
Agreement or Security Agreement; and

          (c)  the preparation and review of the form of any
document or instrument relevant to this Agreement or any other
Term Loan Document.

The Borrower further agrees to pay, and to save the Agents, the
Collateral Agent  and the Term Loan Lenders harmless from all
liability for, any stamp or other similar taxes which may be
payable in connection with the execution or delivery of this
Agreement, the Term Loans made hereunder or the issuance of the
Term Notes or any other Term Loan Documents.  The Borrower also
agrees to reimburse each Agent, the Collateral Agent and each
Term Loan Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal
expenses) incurred by such Agent, the Collateral Agent or such
Term Loan Lender in connection with (x) the negotiation of any
restructuring or "work-out", whether or not consummated, of any
Term Loan Obligations and (y) the enforcement of any Term Loan
Obligations.

     Section 10.4  Indemnification.  In consideration of the
execution and delivery of this Agreement by each Lender and the
extension of the Term Loan Commitments, the Borrower hereby, to
the fullest extent permitted under applicable law, indemnifies,
exonerates and holds each Agent, the Collateral Agent, the
Documentation Agent, the Arranger and each Term Loan Lender and
each of their respective Affiliates, and each of their respective
partners, officers, directors, trustees, employees and agents,
and each other Person controlling any of the foregoing within the
meaning of either Section 15 of the Securities Act of 1933, as
amended, or Section 20 of the Securities Exchange Act of 1934, as
amended (collectively, the "Indemnified Parties"), free and
harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and expenses
actually incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

          (a)  any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of
any Term Loan;

          (b)  the entering into and performance of this
Agreement and any other Term Loan Document (other than expenses
incurred in the ordinary course of business) by any of the
Indemnified Parties (including any action brought by or on behalf
of the Borrower as the result of any determination by the
Required Term Loan Lenders pursuant to Article V not to make any
Term Loan hereunder);

          (c)  any investigation, litigation or proceeding
related to any acquisition or proposed acquisition by the
Borrower or any of its Subsidiaries of all or any portion of the
stock or assets of any Person, whether or not such Agent, the
Collateral Agent, the Documentation Agent, the Arranger or such
Term Loan Lender is party thereto;

          (d)  any investigation, litigation or proceeding
related to any environmental cleanup, audit, compliance or other
matter relating to the Borrower's or any of its Subsidiaries'
compliance with or liability under any Environmental Law or the
Release by the Borrower or any of its Subsidiaries of any
Hazardous Material; or

          (e)  the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission or release from, any real
property owned or operated by the Borrower or any Subsidiary
thereof of any Hazardous Material present on or under such
property in a manner giving rise to liability at or prior to the
time the Borrower or such Subsidiary owned or operated such
property (including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within
the control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the
relevant Indemnified Party's gross negligence or willful
misconduct or any Hazardous Materials that are first
manufactured, emitted, generated, treated, released, stored or
disposed of on any real property of the Borrower or any of its
Subsidiaries or any violation of Environmental Law that first
occurs on or with respect to any real property of the Borrower or
any of its Subsidiaries after such real property is transferred
to any Indemnified Person or its successor by foreclosure sale,
deed in lieu of foreclosure, or similar transfer, except to the
extent such manufacture, emission, release, generation,
treatment, storage or disposal or violation is actually caused by
the Parent, the Borrower or any of the Borrower's Subsidiaries.
The Borrower and its permitted successors and assigns hereby
waive, release and agree not to make any claim, or bring any cost
recovery action against, any Agent, the Collateral Agent, the
Documentation Agent, the Arranger or any Term Loan Lender under
CERCLA or any state equivalent, or any similar law now existing
or hereafter enacted, except to the extent arising out of the
gross negligence or willful misconduct of any Indemnified Party.
It is expressly understood and agreed that to the extent that any
of such Persons is strictly liable under any Environmental Laws,
the Borrower's obligation to such Person under this indemnity
shall likewise be without regard to fault on the part of the
Borrower, to the extent permitted under applicable law, with
respect to the violation or condition which results in liability
of such Person.  Notwithstanding anything to the contrary herein,
each Agent, the Collateral Agent, the Documentation Agent, the
Arranger and each Term Loan Lender shall be responsible for any
act or occurrence resulting from their own gross negligence or
willful misconduct with respect to any Hazardous Materials that
are first manufactured, emitted, generated, treated, released,
stored or disposed of on any real property of the Borrower or any
of its Subsidiaries or any violation of Environmental Law that
first occurs on or with respect to any such real property after
such real property is transferred to any Agent, Collateral Agent,
Documentation Agent, Arranger or Term Loan Lender to its
successor by foreclosure sale, deed in lieu of foreclosure, or
similar transfer, except to the extent such manufacture,
emission, release, generation, treatment, storage or disposal or
violation is actually caused by the Parent, the Borrower or any
of the Borrower's Subsidiaries.  If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.

     Section 10.5  Survival.  The obligations of the Borrower
under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the
obligations of the Term Loan Lenders under Sections 4.8 and 9.1,
shall in each case survive any termination of this Agreement, the
payment in full of all Term Loan Obligations and the termination
of all Term Loan Commitments.  The representations and warranties
made by the Borrower and each other Obligor in this Agreement and
in each other Term Loan Document shall survive the execution and
delivery of this Agreement and each such other Term Loan
Document.

     Section 10.6  Severability.  Any provision of this Agreement
or any other Term Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such Term Loan Document
or affecting the validity or enforceability of such provision in
any other jurisdiction.

     Section 10.7  Headings.  The various headings of this
Agreement and of each other Term Loan Document are inserted for
convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Term Loan Document
or any provisions hereof or thereof.

     Section 10.8  Execution in Counterparts, Effectiveness, etc.
This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and
all of which shall constitute together but one and the same
agreement.

     Section 10.9  Governing Law; Entire Agreement.  THIS
AGREEMENT, THE TERM NOTES AND, EXCEPT TO THE EXTENT OTHERWISE
EXPRESSLY PROVIDED THEREIN, EACH OTHER TERM LOAN DOCUMENT SHALL
EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.  This Agreement, the Term
Notes and the other Term Loan Documents constitute the entire
understanding among the parties hereto with respect to the
subject matter hereof and supersede any prior agreements, written
or oral, with respect thereto.

     Section 10.10  Successors and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns; provided,
however, that (i) the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent
of each of the Agents, the Collateral Agent and all Term Loan
Lenders, and (ii) the rights of sale, assignment and transfer of
the Term Loan Lenders are subject to Section 10.11.

     Section 10.11  Sale and Transfer of Term Loans;
Participations in Term Loans.  Each Term Loan Lender may assign,
or sell participations in, its Term Loans, so long as each such
assignment or sale is made, on a pro rata basis with the
assignment, or sale of participations in, its Revolving II Credit
Commitments and Revolving II Credit Loans, to one or more other
Persons in accordance with this Section 10.11 and Section 11.11
of the Revolving Credit Agreement ; provided, that in the event
any Term Loan Lender (for purposes of this proviso, a "Selling
Lender") desires to sell a participation to any prospective
purchaser of any such participation which cannot purchase a
participation in unfunded Revolving II Credit Commitments (a
"Restricted Participant"), such Selling Lender shall not be
obligated pursuant this Section 10.11 to sell such Restricted
Participant a pro rata share of such Selling Lender's unfunded
Revolving II Credit Commitment so long as such Restricted
Participant is obligated to purchase a pro rata share of each
Revolving II Credit Loan as and when made by such Selling Lender
pursuant to its Revolving II Credit Commitment; provided,
further, that such Restricted Participant shall be obligated to
purchase its pro rata share of such unfunded Revolving II Credit
Commitment whenever it would otherwise be permitted to do so
(including, if applicable, upon the occurrence of an Event of
Default).

     Section 10.11.1  Assignments.  Any Term Loan Lender (the
"Assignor Term Loan Lender"),

          (a)  with the written consents of the Borrower and the
Syndication Agent (which consents shall not be unreasonably
delayed or withheld and which consent of the Syndication Agent
shall not be required in the case of assignments made by or to
DLJ or any of its Affiliates and which consent of the Borrower
shall not be required if a Default of the type described in
clauses (a) through (d) of Section 8.1.9 or an Event of Default
shall have occurred and be continuing), may at any time assign
and delegate to one or more commercial banks or other financial
institutions or funds which are regularly engaged in making,
purchasing or investing in loans or securities, and

          (b)  with notice to the Borrower and the Agents, but
without the consent of the Borrower or the Agents, may assign and
delegate to any of its Affiliates or Related Funds or to any
other Term Loan Lender or any other financial institution so long
as such assignment and delegation to such financial institution
is made within ten Business Days of the Closing Date

(each Person described in either of the foregoing clauses as
being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an "Assignee Term Loan
Lender"), all or any fraction of such Term Loan Lender's total
Term Loans and Revolving II Credit Commitments in a minimum
aggregate amount of (i) $1,000,000 or (ii) the then remaining
amount of such Term Loan Lender's Term Loans and Revolving II
Credit Commitments; provided, however, that any such Assignee
Term Loan Lender will comply, if applicable, with the provisions
contained in Section 4.6 and the Borrower, each other Obligor and
the Agents shall be entitled to continue to deal solely and
directly with such Term Loan Lender in connection with the
interests so assigned and delegated to an Assignee Term Loan
Lender until

          (c)  written notice of such assignment and delegation,
together with payment instructions, addresses and related
information with respect to such Assignee Term Loan Lender, shall
have been given to the Borrower and the Agents by such Term Loan
Lender and such Assignee Term Loan Lender;

          (d)  such Assignee Term Loan Lender shall have executed
and delivered to the Borrower and the Agents a Lender Assignment
Agreement, accepted by the Agents;

          (e)  the processing fees described below shall have
been paid; and

          (f)  the Administrative Agent shall have registered
such assignment and delegation in the Register pursuant to clause
(b) of Section 2.6.

From and after the date that the Administrative Agent accepts
such Lender Assignment Agreement and such assignment and
delegation is registered in the Register pursuant to clause (b)
of Section 2.6, (x) the Assignee Term Loan Lender thereunder
shall be deemed automatically to have become a party hereto and
to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee Term Loan Lender in
connection with such Lender Assignment Agreement, shall have the
rights and obligations of a Term Loan Lender hereunder and under
the other Term Loan Documents, and (y) the Assignor Term Loan
Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender
Assignment Agreement, shall be released from its obligations
hereunder and under the other Term Loan Documents.  Within ten
Business Days after its receipt of notice that the Administrative
Agent has received an executed Lender Assignment Agreement, and
upon request pursuant to Section 2.6, the Borrower shall execute
and deliver to the Administrative Agent (for delivery to the
relevant Assignee Term Loan Lender) new Term Notes evidencing
such Assignee Term Loan Lender's assigned Term Loans and, if the
Assignor Term Loan Lender has retained Term Loans hereunder,
replacement Term Notes in the principal amount of the Term Loans
retained by the Assignor Term Loan Lender hereunder (such Term
Notes to be in exchange for, but not in payment of, those Term
Notes then held by such Assignor Term Loan Lender).  Each such
Term Note shall be dated the date of the predecessor Term Notes.
The Assignor Term Loan Lender shall mark the predecessor Term
Notes "exchanged" and deliver them to the Borrower.  Accrued
interest on that part of the predecessor Term Notes evidenced by
the new Term Notes, and accrued fees, shall be paid as provided
in the Lender Assignment Agreement.  Accrued interest on that
part of the predecessor Term Notes evidenced by the replacement
Term Notes shall be paid to the Assignor Term Loan Lender.
Accrued interest and accrued fees shall be paid at the same time
or times provided in the predecessor Term Notes and in this
Agreement.  Such Assignor Term Loan Lender or such Assignee Term
Loan Lender must also pay a processing fee to the Administrative
Agent upon delivery of any Lender Assignment Agreement in
connection with the concurrent assignment of Term Loans and
Revolving II Credit Commitments in the amount of $1,500, unless
such assignment and delegation is by a Term Loan Lender to its
Affiliate or Related Fund or if such assignment and delegation
consists of a pledge by a Term Loan Lender to a Federal Reserve
Bank (or, in the case of a Term Loan Lender that is an investment
fund, to the trustee under the indenture to which such fund is a
party), as provided below or is otherwise consented to by the
Syndication Agent.  Any attempted assignment and delegation not
made in accordance with this Section 10.11.1 shall be null and
void.  Nothing contained in this Section 10.11.1 shall prevent or
prohibit any Term Loan Lender from pledging its rights (but not
its obligations to make Term Loans) under this Agreement and/or
its Term Loans and/or its Term Notes hereunder (i) to a Federal
Reserve Bank in support of borrowings made by such Term Loan
Lender from such Federal Reserve Bank, or (ii) in the case of a
Term Loan Lender that is an investment fund, to the trustee under
the indenture to which such fund is a party in support of its
obligations to such trustee, in either case without notice to or
consent of the Borrower or the Agents; provided, however, that
(A) such Term Loan Lender shall remain a "Term Loan Lender" under
this Agreement and shall continue to be bound by all the terms
and conditions set forth in this Agreement and the other Term
Loan Documents, and (B) any assignment by such trustee shall be
subject to the provisions of clause (a) of this Section 10.11.1.

     Section 10.11.2  Participations.  Any Term Loan Lender may
at any time sell to one or more commercial banks or other
financial institutions or funds which are regularly engaged in
making, purchasing or investing in loans or securities (each such
commercial bank and other financial institution or fund being
herein called a "Participant") participating interests in any of
its Term Loans, or other interests of such Term Loan Lender
hereunder; provided, however, that

          (a)  no participation contemplated in this Section
shall relieve such Term Loan Lender from its Term Loan
Commitments, or its other obligations hereunder or under any
other Term Loan Document;

          (b)  such Term Loan Lender shall remain solely
responsible for the performance of its Term Loan Commitments, and
such other obligations;

          (c)  the Borrower and each other Obligor and the Agents
shall continue to deal solely and directly with such Term Loan
Lender in connection with such Term Loan Lender's rights and
obligations under this Agreement and each of the other Term Loan
Documents;

          (d)  no Participant, unless such Participant is an
Affiliate of such Term Loan Lender, or is itself a Term Loan
Lender, shall be entitled to require such Term Loan Lender to
take or refrain from taking any action hereunder or under any
other Term Loan Document, except that such Term Loan Lender may
agree with any Participant that such Term Loan Lender will not,
without such Participant's consent, agree to any reduction in the
interest rate or amount of fees that such Participant is
otherwise entitled to, a decrease in the principal amount, or an
extension of the final Stated Maturity Date, of any Term Loan in
which such Participant has purchased a participating interest or
a release of all or substantially all of the Term Loan Collateral
under the Term Loan Documents, except as otherwise specifically
provided in a Term Loan Document; and

          (e)  the Borrower shall not be required to pay any
amount under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 that is
greater than the amount which it would have been required to pay
had no participating interest been sold.

The Borrower acknowledges and agrees, subject to clause (e)
above, that, to the fullest extent permitted under applicable
law, each Participant, for purposes of Sections 4.3, 4.4, 4.5,
4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a Term Loan
Lender.

     Section 10.12  Other Transactions.  Nothing contained herein
shall preclude any Agent, the Collateral Agent or any other Term
Loan Lender from engaging in any transaction, in addition to
those contemplated by this Agreement or any other Term Loan
Document, with the Borrower or any of its Affiliates in which the
Borrower or such Affiliate is not restricted hereby from engaging
with any other Person.

     Section 10.13  Forum Selection and Consent to Jurisdiction.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TERM LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE COLLATERAL
AGENT, THE TERM LOAN LENDERS OR THE BORROWER RELATING THERETO
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW
YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY TERM LOAN COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH TERM LOAN COLLATERAL
OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER HEREBY EXPRESSLY
AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, NEW YORK COUNTY,  AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION.  THE BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
NEW YORK.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW) SUCH IMMUNITY IN RESPECT OF ITS TERM LOAN
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TERM LOAN
DOCUMENTS.

     Section 10.14  Waiver of Jury Trial.  THE AGENTS, THE
COLLATERAL AGENT, THE TERM LOAN LENDERS AND THE BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER TERM LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE AGENTS, THE COLLATERAL AGENT, THE TERM LOAN
LENDERS OR THE BORROWER RELATING THERETO.  THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF
EACH OTHER TERM LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS, THE
COLLATERAL AGENT AND THE TERM LOAN LENDERS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER TERM LOAN DOCUMENT.

     Section 10.15  Confidentiality.  The Agents, the Collateral
Agent, the Arranger and the Term Loan Lenders shall hold all non-
public information obtained pursuant to or in connection with
this Agreement or obtained by them based on a review of the books
and records of the Borrower or any of its Subsidiaries in
accordance with their customary procedures for handling
confidential information of this nature, but may make disclosure
to any of their examiners, regulators (including, without
limitation, the National Association of Insurance Commissioners),
Affiliates, outside auditors, counsel and other professional
advisors in connection with this Agreement or as reasonably
required by any potential bona fide transferee, participant or
assignee, or in connection with the exercise of remedies under a
Term Loan Document, or as requested by any governmental agency or
representative thereof or pursuant to legal process; provided,
however, that

          (a)  unless specifically prohibited by applicable law
or court order, each Agent, the Collateral Agent, the Arranger
and each Term Loan Lender shall promptly notify the Borrower of
any request by any governmental agency or representative thereof
(other than any such request in connection with an examination of
the financial condition of such Agent, Collateral Agent, Arranger
and Term Loan Lender by such governmental agency) for disclosure
of any such non-public information and, where practicable, prior
to disclosure of such information;

          (b)  prior to any such disclosure pursuant to this
Section 10.15, each Agent, the Collateral Agent, the Arranger and
each Term Loan Lender shall require any such bona fide
transferee, participant and assignee receiving a disclosure of
non-public information to agree in writing

               (i)  to be bound by this Section 10.15; and

               (ii)  to require such Person to require any other
Person to whom such Person discloses such non-public information
to be similarly bound by this Section 10.15;

          (c)  disclosure may, with the consent of the Agents and
the Borrower, be made by any Term Loan Lender to any direct or
indirect contractual counter parties of such Term Loan Lender in
swap agreements or such contractual counterparties' professional
advisors; provided that such contractual counterparty or
professional advisor agrees in writing to keep such information
confidential to the same extent required of the Term Loan Lenders
hereunder;

          (d)  except as may be required by an order of a court
of competent jurisdiction and to the extent set forth therein, no
Term Loan Lender shall be obligated or required to return any
materials furnished by the Borrower or any Subsidiary; and

          (e)  such non-public information shall not be used for
any purpose other than the transactions contemplated by this
Agreement and the other Loan Documents.

     Section 10.16  Liens on Sold Assets.  The Collateral Agent
will execute and deliver to the Borrower, at the Borrower's sole
cost and expense, any releases, termination statements or other
documents reasonably necessary for (a) the release of the Liens
granted by the Security Documents on any property or other assets
sold, transferred or otherwise disposed of in a transaction
permitted by this Agreement and (b) if the property or other
assets sold, transferred or otherwise disposed of in a
transaction permitted by this Agreement consist of all the
Capital Stock of a Subsidiary, the release of such Subsidiary
from the Subsidiary Guaranty, Subsidiary Pledge Agreement and
Subsidiary Security Agreement if such Subsidiary is a party
thereto.

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

                              SPECIALTY FOODS CORPORATION


                              By:
                              Title:


                              DLJ CAPITAL FUNDING, INC.,
                              as the Syndication Agent,
                              Collateral Agent and as Term Loan
                              Lender


                              By:
                              Title:


                              ABN AMRO BANK N.V., as the
                              Administrative Agent


                              By:
                              Title:


                              SUMMIT BANK, as the Documentation
                              Agent


                              By:
                              Title:




_______________________________
/.     Inactive.
/     Inactive.