SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20579


                                   FORM 8-K
                                CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported)    May 25, 1994
                                                         ____________

                        Doskocil Companies Incorporated
          ______________________________________________________
          (Exact name of registrant as specified in its charter)

        Delaware                    0-7803                13-2535513
       _______________            ____________        ___________________
       (State or other            (Commission            (IRS Employer
       jurisdiction of            File Number)        Identification No.)
       incorporation)

    2601 Northwest Expressway, Suite 1000W, Oklahoma City, OK    73112
    _________________________________________________________    ________
         (Address of principal executive offices)               (Zip Code)

                                (405)879-5500
              ___________________________________________________
              Registrant's telephone number, including area code:

             
       (Former name or former address, if changed since last report)


     Item 2. Acquisition or Disposition of Assets.

               On June 1, 1994, Doskocil Companies Incorporated (the
     "Company") consummated the acquisition (the "Acquisition") of the
     Frozen Specialty Foods Division ("Frozen Specialty Foods") of
     International Multifoods Corporation.  The Acquisition was
     financed with borrowings under a $186 million senior secured
     credit facility provided pursuant to the Credit Agreement, dated
     as of May 25, 1994, among the Company, the lenders named therein,
     and Chemical Bank (the "Credit Agreement").  Following the
     Acquisition, Frozen Specialty Foods was renamed "Doskocil
     Specialty Brands Company" ("Specialty Brands").  The Company
     plans to continue to operate Specialty Brands as a manufacturer
     of frozen specialty foods.  The Credit Agreement is attached
     hereto as Exhibit 1 and is incorporated herein by reference.

     Item 5. Other Events.

               (a)  On May 3, 1994, the Company entered into an
     agreement with Robert S. Wright, President of the Prepared Foods
     Division of IMC (the "Wright Agreement"), with respect to Mr.
     Wright's employment with the Company with responsibility for
     managing Specialty Brands.  Pursuant to the Wright Agreement, Mr.
     Wright was appointed Senior Vice President of the Company and
     President of Specialty Brands for an initial term of three years.
     The effectiveness of the Wright Agreement was conditioned upon
     the consummation of the Acquisition.

               (b)  On June 2, 1994, the Company issued a press
     release with respect to the Acquisition, a copy of which is
     attached hereto as Exhibit 2 and is incorporated herein by
     reference.  The terms of the transaction described in such press
     release are qualified in their entirety by reference to (a) the
     Stock Purchase Agreement, dated as of March 17, 1994, between
     International Multifoods Corporation and the Company, which is
     described in the Annual Report on Form 10-K of the Company for
     the fiscal year ended January 1, 1994 and is attached thereto as
     Exhibit 10.36 and is incorporated herein by reference, and (b)
     the Credit Agreement.

               (c) Financial Statements of Business Acquired.
                    The balance sheet of Frozen Specialty Foods as of
     February 28, 1994 and November 27, 1993 and the related
     statements of operations and cash flows for the three months
     ended February 28, 1994 and February 27, 1993 are attached hereto
     as Exhibit 3 and are incorporated herein by reference.

               (c) Pro Forma Financial Information.
                    The following pro forma condensed consolidated
     balance sheet has been prepared assuming the Acquisition had been
     consummated on April 2, 1994.  The pro forma condensed
     consolidated balance sheet includes the historical consolidated
     accounts of the Company as of April 2, 1994 and Frozen Specialty
     Foods as of February 28, 1994.  The purchase price consisted of
     $70,500,000 plus the net book value, at date of closing, of the
     net assets acquired.  Accordingly, pro forma adjustments were
     recorded to reduce the historical amounts of assets and
     liabilities as of February 28, 1994 to the net book value of the
     assets acquired and liabilities assumed at date of closing and to
     eliminate from the historical amounts assets not acquired and
     liabilities not assumed.  Additional pro forma adjustments were
     made to adjust the assets acquired and liabilities assumed to
     their estimated fair values based on preliminary valuations.

               The following pro forma condensed consolidated
     statement of operations for the three months ended April 2, 1994
     has been prepared assuming the Acquisition had been consummated
     on January 2, 1994.  The pro forma condensed consolidated
     statement of operations for the three months ended April 2, 1994
     includes the historical consolidated results of operations of the
     Company for the three months ended April 2, 1994 and the
     historical results of Frozen Specialty Foods for the three months
     ended February 28, 1994.

               The pro forma combined results of operations are not
     necessarily indicative of results of operations that would have
     resulted had the Acquisition actually occurred on January 2, 1994
     nor are they necessarily indicative of future results of
     operations.

               These statements should be read in conjunction with the
     April 2, 1994 Consolidated Financial Statements of the Company
     and the financial statements of Frozen Specialty Foods attached
     hereto as Exhibit 3.



                      DOSKOCIL COMPANIES INCORPORATED
               PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               (IN THOUSANDS)


                             Historical
                         ____________________

                                    Frozen
                         The        Specialty
                         Company    Foods       Pro Forma Adjustments
                         April      February    _____________________  Pro Forma
                         2,1994     28, 1994    Increase     Decrease  Combined
                         ________   ________    ________     ________  _________
 Assets
 ______
 Current Assets:
   Cash and cash
    equivalents         $   6,920   $      5    $            $          $  6,925
   Receivables             33,307     11,609                  2,203(a)    42,713
   Inventory               38,942     23,767                  1,392(b)    61,317
   Other current
    assets                  3,568      2,208                  1,838(c)     3,938
                         ________   ________                             _______
    Total current
     assets                82,737     37,589                             114,893

 Property, plant and
  equipment, net           80,709     44,434                  1,634(d)   123,509
                                                 72,400(e)   29,417(e)
 Intangible and other
 assets, net              150,654     29,417      4,900(f)    1,447(f)   226,507
                          _______   ________                             _______

     Total assets        $314,100   $111,440                            $464,909
                         ========   ========                            ========

 Liabilities and Stockholders' Equity
 ____________________________________
 Current liabilities:                           Decrease     Increase
                                                ________     ________

   Current maturities
    of long-term debt   $   2,745  $     172   $           $  8,000(h)    10,917
   Accounts payable        10,892      7,003      1,768(g)                16,127
   Accrued liabilities     33,292      5,987        912(g)                38,367
     Total current        _______   ________                             _______
      liabilities          46,929     13,162                              65,411

 Long-term debt          131,654        ---                  133,774(h)  265,428

 Other long-term
 liabilities              80,070      16,028     16,028(i)                80,070

 Stockholders' equity:
      Common stock            79        ---                                   79
      Other stockholders'
       equity                                     1,447(f)
                          55,368      82,250     82,250(j)                53,921
                         _______     _______                             _______
      Total stockholders'
       equity             55,447      82,250                              54,000

      Total liabilities
       and stockholders'
       equity            ________   ________                             _______
                         $314,100   $111,440                            $464,909
                         ========   ========                            ========

See accompanying notes to the Pro Forma Condensed Consolidated Balance Sheet


                       DOSKOCIL COMPANIES INCORPORATED
                  NOTES TO PRO FORMA CONDENSED CONSOLIDATED
                                BALANCE SHEET

  Note 1.   Basis of Presentation

            The pro forma condensed consolidated balance sheet has
       been prepared assuming the Acquisition had been consummated on
       April 2, 1994 and includes the historical consolidated accounts
       of the Company as of April 2, 1994 and Frozen Specialty Foods
       as of February 28, 1994.  The Acquisition will be accounted for
       as a purchase in accordance with the provisions of Accounting
       Principles Board Opinion No. 16, and, accordingly, the purchase
       price has been preliminarily allocated to the assets acquired
       and liabilities assumed based on information available to
       management and preliminary estimates of the fair value of
       assets acquired and liabilities assumed.

  Note 2.   Pro Forma Adjustments

            The excess of purchase price over the net book value of
       tangible assets acquired was calculated as follows (in
       thousands):

            Purchase price:
              Cash paid (bank term loan)                     $135,800
              Direct costs of acquisition                       1,100
              Liabilities assumed                              10,500
                                                               ______
                 Total purchase price                         147,400
              Less: Net book value of tangible
                    assets acquired                           (75,800)
                                                               ______
              Excess of purchase price over the
                    net book value of tangible
                    assets acquired                          $ 71,600
                                                               ======
            The excess of purchase price over the net book value of
       assets acquired was allocated as follows (in thousands):

            Goodwill                                        $  62,400
            Trademarks                                         10,000
            Property, Plant and Equipment                        (800)
                                                               ______
                                                              $71,600
                                                               ======
       Note 3.   Pro Forma Adjustments

       (a)  To reduce historical accounts receivable at February 28,
            1994 to amounts actually acquired at closing.

       (b)  To decrease historical inventory at February 28, 1994 to
            amounts actually acquired at closing.

       (c)  To adjust for current assets not acquired by the Company.

       (d)  To decrease by $834,000 the historical net property, plant
            and equipment at February 28, 1994 to the net book value
            at closing and to decrease this net book value by $800,000
            to the estimated fair value, based on a preliminary
            valuation.

       (e)  To eliminate historical goodwill of Frozen Specialty Foods
            and to record the fair value of identifiable intangible
            assets acquired and the excess of cost over the fair value
            of tangible and intangible assets acquired.

       (f)  To record estimated debt issue costs relating to the term
            loan and new revolving line of credit and write off
            unamortized debt issue costs relating to the old revolving
            line of credit.

       (g)  To adjust for liabilities not assumed by the Company.

       (h)  To record the additional bank debt to be incurred to
            finance the Acquisition, and the estimated current
            maturities of such debt.

       (i)  To eliminate deferred income taxes and liabilities not
            assumed by the Company.

       (j)  To eliminate the acquired company's net equity.



                      DOSKOCIL COMPANIES INCORPORATED
          PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                            Historical
                         ____________________

                         The        Frozen
                         Company    Specialty
                         Three      Foods       Pro Forma Adjustments Pro Forma
                         months     Three       Adjustments
                         ended      months      Increase     Decrease Combined
                         April 2,   ended       __________   ________ __________
                         1994       February
                                    28, 1994
                        ________    _______
 Net sales              $156,223    $46,447                            $202,670

 Cost of sales           129,482     32,174                    161(a)   161,495
                         _______     ______                             _______
    Gross profit          26,741     14,273                              41,175
                 
 Selling expenses         16,114      9,270                              25,384

 General and
 administrative  
 expenses                  6,605        914                     21(a)     7,498

 Amortization of
 intangible assets         1,546        403         490(b)     403(b)     2,036
                        ________    _______                             _______

      Operating income     2,476      3,686                               6,257
                 
 Other income (expense):

     Interest and
     financing costs      (3,579)        (4)       2,400(c)              (5,983)


     Other, net             (157)        31                                (126)
                           _____      _____                               _____
 Income (loss) before
  income taxes            (1,260)     3,713                                 148

     Income tax benefit
      (expense)              782     (1,562)                   922(d)       142
                           _____      _____                                ____
 Net Income (loss)      $   (478) $   2,151                             $   290
                         ======== =========                              ======

 Earnings (loss) per    $   (.06)                                       $   .04
                             ===                                            ===
 See notes to the Pro Forma Condensed Consolidated Statement of Operations


                      DOSKOCIL COMPANIES INCORPORATED
                 NOTES TO PRO FORMA CONDENSED CONSOLIDATED
                          STATEMENT OF OPERATIONS

Note 1.   Basis of Presentation

               The pro forma condensed consolidated statement of
     operations for the three months ended April 2, 1994 has been
     prepared assuming the Acquisition had been consummated on January
     2, 1994 and includes the historical consolidated results of
     operations of the Company for the three months ended April 2,
     1994 and the historical results of Frozen Specialty Foods for the
     three months ended February 28, 1994.  The pro forma combined
     results of operations are not necessarily indicative of results
     of operations that would have resulted had the Acquisition
     actually occurred on January 2, 1994 nor are they necessarily
     indicative of future results of operations.

          The pro forma combined statement of operations does not give
     effect to the loss on early extinguishment of debt resulting from
     the consummation of a new bank term loan and revolving line of
     credit and early extinguishment of the existing revolving line of
     credit.  The estimated loss of $2.7 million, before income taxes
     of $1.1 million (assuming a statutory (federal and state) tax
     rate of 40%), resulting from the early extinguishment of this
     debt, will be recorded as an extraordinary item during the period
     the debt is extinguished (second quarter of fiscal 1994).

Note 2.   Pro Forma Adjustments

     (a)  To record the net change in depreciation expense based on
          the fair value of depreciable assets, versus their
          historical cost, using the straight line method over their
          estimated useful lives.

     (b)  To record amortization of trademarks over 25 years and
          goodwill over a period of 40 years, and eliminate
          amortization of the historical goodwill of Frozen Specialty
          Foods.

     (c)  To record additional interest attributable to the increase
          in bank debt to finance the Acquisition, record amortization
          of debt issue costs over the term of the new bank debt and
          eliminate amortization of debt issue costs attributable to
          debt which will be extinguished.

     (d)  To record the tax benefit attributable to the net pro forma
          adjustments based on the statutory (federal and state) tax
          rate of 40%.  The effective tax rate in future years is
          expected to be in excess of the statutory rate due to non-
          deductible amortization of previously recorded intangible
          assets.

     (e)  The weighted average number of common and common equivalent
          shares used in the pro forma earnings per share computation
          were 7,921,000 (historical).


     Item 7. Financial Statements, Pro Forma Financial Information and
             Exhibits.
               (c) Exhibits.
                    (1)  Credit Agreement, dated as of May 25, 1994,
     among the Company, the lenders named therein, and Chemical Bank.

                    (2)  Form of Press Release issued by the Company
     on June 2, 1994.

                    (3)  Balance sheet of the Frozen Specialty Foods
     Business (a unit of the Prepared Foods Division of International
     Multifoods Corporation) as of February 28, 1994 and November 27,
     1993 and the related statements of operations and cash flows for
     the three months ended February 28, 1994 and February 27, 1993.


     SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act
     of 1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned hereunto duly authorized.

                                   DOSKOCIL COMPANIES INCORPORATED

                                   By:/s/ William L. Brady
                                      William L. Brady
                                      Vice President and Controller

     Dated June 13, 1994


     EXHIBIT INDEX
      EXHIBIT                   DESCRIPTION                PAGE NO.
      NUMBER

      1              Credit Agreement, dated as of May        13
                     25, 1994, among the Company, the
                     lenders named therein, and
                     Chemical Bank

      2              Form of Press Release issued by          114
                     the Company on June 2, 1994

      3              Balance sheet of the Frozen              117
                     Specialty Foods Business (a unit
                     of the Prepared Foods Division of
                     International Multifoods
                     Corporation) as of February 28,
                     1994 and November 27, 1993 and
                     the related statements of
                     operations and cash flows for the
                     three months ended February 28,
                     1994 and February 27, 1993


     Exhibit 1

                  CREDIT AGREEMENT dated as of May 25, 1994, among
                  DOSKOCIL COMPANIES INCORPORATED, a Delaware
                  corporation (the  Borrower ), the financial
                  institutions party hereto (the  Lenders ),  CHEMICAL
                  BANK, a New York banking corporation, as agent for the
                  Lenders (in such capacity, the  Agent ) and as
                  fronting bank (in such capacity, the  Fronting Bank ).

           The Borrower has entered into a Stock Purchase Agreement dated as
     of March 17, 1994 (the  Stock Purchase Agreement ), with International
     Multifoods Corporation, a Delaware corporation (the  Seller ), to
     purchase all the outstanding equity securities of International
     Multifoods Foodservice Corp., a Delaware corporation ( Foodservice
     Corp. ) and wholly owned subsidiary of the Seller, for an aggregate
     purchase price equal to the sum of (a) $70,500,000 and (b) the lesser of
     (i) the amount of Closing Net Assets (as defined in, and determined in
     accordance with the terms and provisions of, the Stock Purchase
     Agreement) and (ii) $72,000,000.   The purchase pursuant to the Stock
     Purchase Agreement is referred to herein as the  Acquisition .

           The Borrower has requested (a) the Lenders to extend credit in
     order to enable the Borrower, on the terms and subject to the conditions
     of this Agreement, to borrow (i) on a term basis on the Closing Date,
     Term Loans (such term and each other capitalized term used but not
     defined in this introductory statement having the meaning given to such
     terms in Article I) in an aggregate principal amount not to exceed
     $146,000,000 and (ii) on a revolving basis, at any time and from time to
     time prior to the  Maturity Date, an aggregate principal amount at any
     time outstanding not in excess of the excess of (A) the lesser of
     (I) $40,000,000 and (II) the Borrowing Base at such time over (B) the LC
     Exposure at such time and (b) the Fronting Bank to issue, on the terms
     and subject to the conditions of this Agreement, Letters of Credit in an
     aggregate face amount at any time outstanding not in excess of
     $5,000,000.

           The proceeds of the Term Loans will be used by the Borrower solely
     (a) to finance the purchase price for Foodservice Corp. to be paid
     pursuant to the Stock Purchase Agreement, (b) to pay fees and expenses
     in connection with the Acquisition, (c) to pay amounts outstanding under
     the Existing Credit Agreement and (d) to repay all the Borrower's
     obligations under the Interest Rate Swap Agreement dated October 31,
     1991 (the "Swap Agreement"), between the Borrower and Chemical Bank.

           The proceeds of the Revolving Loans made on the Closing Date will
     be used to pay amounts outstanding under the Existing Credit Agreement. 
     The proceeds of the Revolving Loans made after the Closing Date will be
     used (a) for general corporate purposes in the ordinary course of the
     Borrower's business, including funding the working capital requirements
     of the Borrower and its Subsidiaries, and (b) in an amount not to exceed
     $15,000,000 from and including the Closing Date, to finance all or part
     of the purchase price to be paid in connection with any Permitted
     Acquisition. Any standby letter of credit (each, a  Standby Letter of
     Credit ) issued hereunder will be used to support the obligations of the
     Borrower or the Subsidiaries, contingent or otherwise, in respect of
     insurance, worker's compensation and similar obligations incurred in the
     ordinary course of the business of the Borrower or the Subsidiaries, as
     applicable.  Any commercial letter of credit (each, a  Commercial Letter
     of Credit ) issued hereunder will be used to provide the primary means
     of payment for the purchase of goods or services by the Borrower in the
     ordinary course of its business.

           Accordingly, the Borrower, the Lenders, the Agent and the Fronting
     Bank agree as follows:

     ARTICLE I

     Definitions
           SECTION 1.01. Defined Terms. As used in this Agreement, the
     following terms shall have the meanings specified below:

            ABR Borrowing  shall mean a Borrowing comprised of ABR Loans.

            ABR Loan  shall mean any ABR Term Loan or ABR Revolving Loan.

            ABR Revolving Loan  shall mean any Revolving Loan bearing
     interest at a rate determined by reference to the Alternate Base Rate in
     accordance with the provisions of Article II.

            ABR Spread  shall mean 1-1/2% per annum, subject to adjustment
     pursuant to Section 2.06(c).

            ABR Term Loan  shall mean any Term Loan bearing interest at a
     rate determined by reference to the Alternate Base Rate in accordance
     with the provisions of Article II.

            Acquisition  shall have the meaning assigned to such term in the
     introductory statement to this Agreement.

            Adjusted LIBO Rate  shall mean, with respect to any Eurodollar
     Borrowing for any Interest Period, an interest rate per annum (rounded
     upwards, if necessary, to the next 1/16 of 1%) equal to the product of
     (a) the LIBO Rate in effect for such Interest Period and (b) Statutory
     Reserves. For purposes hereof, the term  LIBO Rate  shall mean the rate
     at which dollar deposits approximately equal in principal amount to the
     Agent's portion of such Eurodollar Borrowing and for a maturity
     comparable to such Interest Period are offered to the principal London
     office of the Agent in immediately available funds in the London
     interbank market at approximately 11:00 a.m., London time, two Business
     Days prior to the commencement of such Interest Period.

            Administrative Fees  shall have the meaning assigned to such term
     in Section 2.05(b).

            Administrative Questionnaire  shall mean an Administrative
     Questionnaire in the form of Exhibit C.

            Affiliate  shall mean, when used with respect to a specified
     Person, another Person that directly, or indirectly through one or more
     intermediaries, Controls or is Controlled by or is under common Control
     with the Person specified.

            Agent  shall have the meaning assigned to such term in the
     introductory statement to this Agreement.

            Alternate Base Rate  shall mean, for any day, a rate per annum
     (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
     greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
     Rate in effect on such day plus 1% and (c) the Federal Funds Effective
     Rate in effect on such day plus 1/2 of 1%. For purposes hereof, the term
      Prime Rate  shall mean the rate of interest per annum publicly
     announced from time to time by the Agent as its prime rate in effect at
     its principal office in New York City; each change in the Prime Rate
     shall be effective on the date such change is publicly announced as
     being effective. The term  Base CD Rate  shall mean the sum of (a) the
     product of (i) the Three-Month Secondary CD Rate and (ii) Statutory
     Reserves and (b) the Assessment Rate. The term  Three-Month Secondary CD
     Rate  shall mean, for any day, the secondary market rate for three-month
     certificates of deposit reported as being in effect on such day (or, if
     such day shall not be a Business Day, the next preceding Business Day)
     by the Board through the public information telephone line of the
     Federal Reserve Bank of New York (which rate will, under the current
     practices of the Board, be published in Federal Reserve Statistical
     Release H.15(519) during the week following such day) or, if such rate
     shall not be so reported on such day or such next preceding Business
     Day, the average of the secondary market quotations for three-month
     certificates of deposit of major money center banks in New York City
     received at approximately 10:00 a.m., New York City time, on such day
     (or, if such day shall not be a Business Day, on the next preceding
     Business Day) by the Agent from three New York City negotiable
     certificate of deposit dealers of recognized standing selected by it.
     The term  Federal Funds Effective Rate  shall mean, for any day, the
     weighted average of the rates on overnight Federal funds transactions
     with members of the Federal Reserve System arranged by Federal funds
     brokers, as published on the next succeeding Business Day by the Federal
     Reserve Bank of New York or, if such rate is not so published for any
     day that is a Business Day, the average of the quotations for the day of
     such transactions received by the Agent from three Federal funds brokers
     of recognized standing selected by it. If for any reason the Agent shall
     have determined (which determination shall be conclusive absent manifest
     error) that it is unable to ascertain the Base CD Rate or the Federal
     Funds Effective Rate or both for any reason, including the inability or
     failure of the Agent to obtain sufficient quotations in accordance with
     the terms thereof, the Alternate Base Rate shall be determined without
     regard to clause (b) or (c), or both, of the first sentence of this
     definition, as appropriate, until the circumstances giving rise to such
     inability no longer exist. Any change in the Alternate Base Rate due to
     a change in the Prime Rate, the Three-Month Secondary CD Rate or the
     Federal Funds Effective Rate shall be effective on the effective date of
     such change in the Prime Rate, the Three-Month Secondary CD Rate or the
     Federal Funds Effective Rate, respectively.

            Amount Due  shall mean, with respect to any Receivable, the
     actual amount due and to become due to the Borrower or any Subsidiary
     Guarantor on account of such Receivable, as determined by the Borrower
     or such Subsidiary Guarantor in accordance with its customary business
     practices and as reported in any Borrowing Base Certificate.

            Applicable Percentage  of any Participating Lender shall mean the
     percentage of the aggregate Revolving Credit Commitments represented by
     such Participating Lender's Revolving Credit Commitment.

            Assessment Rate  shall mean for any date the annual rate (rounded
     upwards, if necessary, to the next 1/100 of 1%) most recently estimated
     by the Agent as the then-current net annual assessment rate that will be
     employed in determining amounts payable by the Agent to the Federal
     Deposit Insurance Corporation (or any successor) for insurance by such
     Corporation (or such successor) of time deposits made in dollars at the
     Agent's domestic offices.

            Assignment and Acceptance  shall mean an assignment and
     acceptance entered into by a Lender and an assignee, and accepted by the
     Agent, in the form of Exhibit B or such other form as shall be approved
     by the Agent.

            Assignments of Leases and Rents  shall mean the Assignments of
     Leases and Rents, each substantially in the form of Exhibit J, between
     the Borrower or any Subsidiary Guarantor and the Collateral Agent.

            Board  shall mean the Board of Governors of the Federal Reserve
     System of the United States.

            Borrower   shall have the meaning assigned to such term in the
     introductory paragraph hereof.

           "Borrower's Portion of Excess Cash Flow" shall mean, at any date
     of determination, the amount of Excess Cash Flow for the applicable
     fiscal year of the Borrower, commencing with the fiscal year ending 
     December 31, 1994,  that was not required to be applied to the
     prepayment of Loans under Section 2.13(d).

            Borrowing  shall mean a group of Loans of a single Type made by
     the Lenders on a single date and as to which a single Interest Period is
     in effect.

            Borrowing Base  shall mean at the time of any determination an
     amount equal to the sum, without duplication, of (a) 75% of (i) the
     aggregate Amount Due in respect of all Eligible Accounts Receivable at
     such time minus (ii) the aggregate amount under clause (c) below at such
     time and (b) 50% of the lower of the aggregate cost or the aggregate
     market value of all Eligible Inventory at such time and (c) the
     aggregate amount of all Uncollected Friday Receipts at such time.  All
     determinations in connection with the Borrowing Base shall be made by
     the Borrower and certified to the Agent by a Responsible Officer and
     delivered pursuant to Section 6.04(e); provided, however, that the Agent
     shall have the final right to review and adjust, in its reasonable
     judgment, any such determination to the extent such determination is not
     in accordance with this Agreement.

            Borrowing Base Certificate  shall mean a certificate in the form
     of Exhibit D, duly completed and executed by a Responsible Officer of
     the Borrower.

            Business Day  shall mean any day (other than a Saturday, Sunday
     or legal holiday in the State of New York) on which banks are open for
     business in New York City; provided, however, that, when used in
     connection with a Eurodollar Loan, the term  Business Day  shall also
     exclude any day on which banks are not open for dealings in dollar
     deposits in the London interbank market.

             Capital Expenditures  shall mean, for any period, the sum of all
     amounts that would, in accordance with GAAP, be included as additions to
     property, plant and equipment and other capital expenditures on a
     consolidated statement of cash flows for the Borrower and its
     consolidated subsidiaries during such period (including the amount of
     assets leased under any Capital Lease Obligation but excluding, for
     purposes of determining compliance with Section 7.14 only, Permitted
     Acquisitions).   

            Capital Lease Obligations  of any Person shall mean the
     obligations of such Person to pay rent or other amounts under any lease
     of (or other arrangement conveying the right to use) real or personal
     property, or a combination thereof, which obligations are required to be
     classified and accounted for as capital leases on a balance sheet of
     such Person under GAAP and, for the purposes of this Agreement, the
     amount of such obligations at any time shall be the capitalized amount
     thereof at such time determined in accordance with GAAP.

            Casualty  shall have the meaning assigned to such term in
     Section 10.16.

           A  Change in Control  shall be deemed to have occurred if:

                 (a) any Person or group (within the meaning of Rule 13d-5 of
           the Securities and Exchange Commission as in effect on the date
           hereof), other than JLL and its Affiliates, shall own directly or
           indirectly, beneficially or of record, shares representing 30% or
           more (or, at any time that JLL and its Affiliates shall own
           directly, beneficially and of record, shares representing at least
           15% of the aggregate ordinary voting power represented by the
           issued and outstanding capital stock of the Borrower, 50% or more)
           of the aggregate ordinary voting power represented by the issued
           and outstanding capital stock of the Borrower;

                 (b) during any period of two consecutive calendar years,
           individuals who at the beginning of such period constituted the
           Borrower's board of directors (together with any new directors
           whose election to the Borrower's board of directors or whose
           nomination for election to the Borrower's Board of Directors  by
           the Borrower's shareholders was approved by a vote of at least
           two-thirds of the Borrower's directors then still in office who
           either were directors at the beginning of such period or whose
           election or nomination for election was previously so approved)
           cease for any reason to constitute a majority of the Borrower's
           directors then in office; 

                 (c) any Change of Control Triggering Event (as defined in
           the Subordinated Note Indenture) shall have occurred;

                 (d) the Borrower shall cease to own and control directly, of
           record and beneficially, 100% of each class of outstanding capital
           stock of Foodservice Corp. free and clear of all Liens (other than
           any Lien under the Security Documents); or

                 (e) Foodservice Corp. shall issue any class of capital stock
           (or security convertible into any of its capital stock) that is
           not pledged to the Collateral Agent for the ratable benefit of the
           Secured Parties.

            CERCLA  shall have the meaning assigned to such term in the
     definition of the term  Environmental and Safety Laws .

            Closing Date  shall mean the date of the first Borrowing
     hereunder.

            Code  shall mean the Internal Revenue Code of 1986, or any
     successor statute thereto, as the same may be amended from time to time.

            Collateral  shall mean all the  Collateral  as defined in any
     Security Document and shall also include the Mortgaged Properties.

            Collateral Agent  shall mean Chemical Bank, as Collateral Agent
     under the Security Documents and the Guarantee Agreement.

            Collateral Assignment  shall mean the Collateral Assignment,
     substantially in the form of Exhibit H, from the Borrower and the
     Subsidiary Guarantors to the Collateral Agent, providing for the
     assignment to the Collateral Agent of the Stock Purchase Agreement and
     certain other agreements specified in such Collateral Assignment.

            Commitment  shall mean, with respect to each Lender, such
     Lender's Term Loan Commitment and Revolving Credit Commitment.

            Commitment Fee  shall have the meaning assigned to such term in
     Section 2.05(a).

            Concentration Limit  shall mean, (a) for any Obligor (other than
     any Obligor set forth on Schedule 1.01(d)), in the aggregate with
     respect to all Receivables payable by such Obligor, $5,000,000 or such
     higher or lower amount for such Obligor as may be reasonably specified
     in writing by the Required Lenders and (b) for any Obligor set forth on
     Schedule 1.01(d), in the aggregate with respect to all Receivables
     payable by such Obligor, the amount set forth on such Schedule with
     respect to such Obligor; provided, however, that the Concentration Limit
     for any Obligor and its Affiliates and subsidiaries shall be calculated
     as if such Persons were a single Obligor.

            Condemnation Proceeds  shall have the meaning assigned to such
     term in Section 10.16.

            Confidential Information Memorandum  shall mean the Confidential
     Information Memorandum of the Borrower dated April, 1994.

            Consolidated Interest Expense  shall mean (without duplication),
     with respect to any Person for any period, total interest expense
     (including the interest component of Capital Lease Obligations), whether
     paid or accrued, of such Person and its consolidated subsidiaries for
     such period, all as determined in conformity with GAAP, but only to the
     extent that such interest expense is payable in cash.

            Consolidated Interest Expense Coverage Ratio  shall mean with
     respect to the Borrower and its consolidated subsidiaries for any
     period, the ratio of (a) EBITDA for such period to (b) Consolidated
     Interest Expense for such period.  For purposes of  calculating the
     foregoing ratio only, there shall be added to EBITDA for any period
     ending on or prior to the last day of the second fiscal quarter of the
     fiscal year ending December 29, 1996, nonrecurring or extraordinary cash
     provisions for the restructuring of the Borrower's and Foodservice
     Corp.'s operations after the Closing Date to the extent such cash
     charges were deducted in determining Net Income for any such period,
     provided that the  amount of such cash charges so added to EBITDA shall
     not exceed $4,000,000 in the aggregate for all such periods .

            Consolidated Net Worth  shall mean, at any date, on a
     consolidated basis for the Borrower and its subsidiaries, (a) the sum of
     (i) common stock taken at par or stated value, (ii) capital surplus
     relating to common stock and (iii) retained earnings (or deficit) at
     such date minus (b) the sum of treasury stock at such date, all
     determined in accordance with GAAP and after giving effect to all
     adjustments required thereby.

            Contract  shall mean any written agreement or invoice between the
     Borrower or any Subsidiary Guarantor on the one hand and any Obligor on
     the other hand, pursuant to or under which such Obligor may obtain goods
     or services from time to time from the Borrower or any such Subsidiary
     Guarantor and under which such Obligor is obligated to pay for such
     goods or services.

            Control  shall mean the possession, directly or indirectly, of
     the power to direct or cause the direction of the management or policies
     of a Person, whether through the ownership of voting securities, by
     contract or otherwise, and the terms  Controlling  and  Controlled 
     shall have meanings correlative thereto.

            Credit and Collection Policy  shall mean the Credit and
     Collection Policies and Practices of the Borrower and the Subsidiary
     Guarantors relating to Receivables and Contracts as set forth on
     Schedule 1.01(c).

            Credit Event  shall have the meaning assigned to such term in
     Article V.

            Default  shall mean any event or condition that upon notice,
     lapse of time or both would constitute an Event of Default.

            Default Rate  shall have the meaning assigned to such term in
     Section 2.07.

           
                   dollars  or  $  shall mean lawful money of the United States.

            EBITDA  shall mean, with respect to the Borrower and its
     consolidated subsidiaries for any period,  the sum of (a) Net Income for
     such period, (b) all Federal, state, local and foreign income taxes
     deducted in determining such Net Income, (c) interest expense deducted
     in determining such Net Income, (d) depreciation and amortization of the
     write-up of assets resulting from the Acquisition deducted in
     determining such Net Income, (e) other depreciation, amortization and
     other noncash charges deducted in determining such Net Income and
     (f) noncash provisions for the restructuring of the Borrower's and
     Foodservice Corp.'s operations after the Closing Date to the extent such
     provisions were deducted in determining such Net Income.

            Eligible Accounts Receivable  shall mean at the time of any
     determination, all Receivables of the Borrower and the Subsidiary
     Guarantors arising in the ordinary course of their respective
     businesses, except:

                 (a)  any Receivable that (i) remains unpaid as of the date
           that is 60 days after the date of the original  invoice for such
           Receivable, (ii) is from an Obligor that has more than 30% of its
           accounts with the Borrower and the Subsidiary Guarantors
           outstanding more than 60 days after the date payment was due in
           accordance with terms of the original invoices, (iii) is from an
           Obligor that is, to the Borrower's or any Subsidiary Guarantor's
           knowledge, not Solvent, (iv) is from an Obligor previously
           disapproved by the Agent in the exercise of its reasonable
           discretion after consultation with and notice to the Borrower,
           (v) is in dispute (to the extent of such dispute), (vi) consistent
           with the Credit and Collection Policy, would be classified as
           delinquent or written-off as uncollectible, or (vii) is in excess
           of the applicable Obligor's Concentration Limit;

                 (b)  any Receivable that (i) is, to the Borrower's or any
           Subsidiary Guarantor's knowledge, not free and clear of all Liens
           (other than Liens created by or pursuant to the Security
           Documents), (ii) does not arise under a Contract representing the
           legal, valid and binding payment obligation of the Obligor
           thereunder, enforceable by the Borrower or any Subsidiary
           Guarantor in accordance with its terms, (iii) together with the
           related Contract does not comply in all material respects with all
           legal requirements of the federal, state and local jurisdictions
           where it originated, (iv) is not payable in dollars (unless
           previously approved in writing by the Agent, which approval the
           Agent may withhold in its sole discretion), (v) does not provide,
           according to its original terms, that the amount payable
           thereunder will be due within 31 days following the date upon
           which the related Obligor became obligated thereon, or 45 days in
           the case of special promotions that are conducted by the Borrower
           or any Subsidiary Guarantor from time to time in the ordinary
           course of business, (vi) is payable by an Obligor which is located
           in any jurisdiction outside of the United States of America,
           Puerto Rico or Canada, (vii) is payable by an Obligor that is an
           Affiliate of the Borrower or any of the Subsidiary Guarantors,
           (viii) is payable by an Obligor that is an agency or
           instrumentality of the federal government of the United States of
           America unless all applicable requirements of the Assignment of
           Claims Act of 1940, as amended, including the giving of all
           requisite notices of assignment (in form satisfactory to the
           Agent) to all Persons to whom such notice must be given and the
           acknowledgement of receipt thereof by all such Persons, shall have
           been complied with in all respects and unless the Agent shall have
           been provided with evidence thereof in form and substance
           satisfactory to the Agent, (ix) is payable by an Obligor as to
           which a case (voluntary or involuntary) has been commenced under
           any law relating to bankruptcy, insolvency, reorganization or
           relief of debtors or that has made a general assignment for the
           benefit of creditors (unless the Agent shall have reasonably
           determined that Receivables payable by such Obligor shall
           constitute Eligible Receivables) or (x) is not subject to the
           valid and perfected Liens created by or pursuant to the Security
           Documents in favor of the Agent for the ratable benefit of the
           Secured Parties;

                 (c)  any Receivable with respect to which the Borrower or
           any Subsidiary Guarantor has received a guaranty or a letter of
           credit providing credit support therefor or collateral security
           therefor unless the Borrower or such Subsidiary Guarantor shall
           have granted a security interest to the Agent (for the ratable
           benefit of the Secured Parties in form and substance satisfactory
           to the Agent and the Required Lenders) in such guaranty, letter of
           credit  or collateral security (that constitutes a first perfected
           security interest in the case of any such guaranty or collateral
           security) and such guaranty, letter of credit or collateral
           security is not, to the Borrower's or such Subsidiary Guarantor's
           knowledge, subject to any Lien in favor of any other Person, but
           only to the extent of any Amount Due in respect of such
           Receivables in  excess of $500,000 in the aggregate from the same
           Obligor;

                 (d)  any Receivable that shall be subject to any requirement
           of law or regulation, whether federal, state or local (including
           usury laws, the Federal Truth in Lending Act and Regulation Z of
           the Board), unless such laws and regulations shall have been duly
           complied with in all material respects;

                 (e)  any Receivable that is subject to a matured offset,
           counterclaim, or other defense, to the extent of such offset,
           counterclaim or defense;

                 (f)  any Receivable that the Borrower or any Subsidiary
           Guarantor rescinds or cancels or modifies (except that the
           Borrower or the applicable Subsidiary Guarantor may, in the
           ordinary course of business in a manner consistent with the Credit
           and Collection Policy and provided that the same is reflected in
           the next Borrowing Base Certificate delivered to the Agent
           pursuant to Section 6.04(e), grant rebates, refunds or adjustments
           with respect to Receivables, including as a result of the
           application of any special or other discounts or any
           reconciliation);

                 (g)  any and all Receivables as to which any representation
           or warranty applicable thereto contained herein or in any other
           Loan Document shall not be true and correct in any material
           respect or as to which any covenant applicable thereto contained
           herein or in any other Loan Document shall not have been complied
           with in any material respect; or 

                 (h)  any and all Receivables that the Agent in its
           reasonable judgment after consultation with the Borrower shall
           deem not to be Eligible Receivables, based on such credit and
           collateral considerations as the Agent may reasonably deem
           appropriate.

            Eligible Inventory  shall mean, at any date of determination
     thereof, all Inventory of the Borrower and the Subsidiary Guarantors
     classified as raw materials, finished goods or Work in Process, but
     shall exclude (a) all Inventory that in the reasonable opinion of the
     Agent is obsolete or unmerchantable, (b) all Inventory that is not to
     the Borrower's or any Subsidiary Guarantor's knowledge free and clear of
     all Liens (other than Liens created by or pursuant to the Security
     Documents), (c) all Inventory that is not subject to the valid and
     perfected Liens created by or pursuant to the Security Documents in
     favor of the Agent for the ratable benefit of the Secured Parties, and
     (d) all Inventory that the Agent in its reasonable judgment after
     consultation with the Borrower shall deem not to be Eligible Inventory,
     based on such credit and collateral considerations as the Agent may
     reasonably deem appropriate.

            Environmental and Safety Laws  shall mean any and all applicable
     current and future treaties, laws, regulations, enforceable
     requirements, binding determinations, orders, decrees, judgments,
     injunctions, permits, approvals, authorizations, licenses, permissions,
     notices or binding agreements issued, promulgated or entered by any
     Governmental Authority, relating to the environment, to employee health
     or safety as it pertains to the use or handling of, or exposure to,
     Hazardous Substances, to preservation or reclamation of natural
     resources or to the management, release or threatened release of
     contaminants or noxious odors, including the Hazardous Materials
     Transportation Act, the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, as amended by the Superfund
     Amendments and Reauthorization Act of 1986 ( CERCLA ), the Solid Waste
     Disposal Act, as amended by the Resource Conservation and Recovery Act
     of 1976 and the Hazardous and Solid Waste Amendments of 1984, the
     Federal Water Pollution Control Act, as amended by the Clean Water Act
     of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances
     Control Act of 1976, the Occupational Safety and Health Act of 1970, as
     amended, the Emergency Planning and Community Right-to-Know Act of 1986,
     the Safe Drinking Water Act of 1974, as amended, and any similar or
     implementing state law and all amendments or regulations promulgated
     thereunder.

            Environmental Claim  shall mean any written notice of any
     Governmental Authority alleging potential liability for damage to the
     environment or by any Person alleging potential liability for personal
     injury (including sickness, disease or death), in either case, resulting
     from or based upon (a) the presence or Release (including intentional
     and unintentional, negligent and nonnegligent, sudden or nonsudden,
     accidental or nonaccidental leaks or spills) of any Hazardous Substance
     at, in or from the property of, whether owned or leased by, the Borrower
     or any Subsidiary, or (b) any other circumstances forming the basis of
     any violation, or alleged violation, by the Borrower or any Subsidiary
     of any Environmental and Safety Law.

            Environmental Reports  shall mean the reports of GaiaTech Inc.
     and ENSR Consulting and Engineering delivered to the Lenders prior to
     the date hereof with respect to properties that shall be owned or leased
     by the Borrower or any Subsidiary upon consummation of the Acquisition.

            ERISA  shall mean the Employee Retirement Income Security Act of
     1974, or any successor statute, together with the regulations
     thereunder, as the same may be amended from time to time.

            ERISA Affiliate  shall mean any trade or business (whether or not
     incorporated) that, together with the Borrower,  is treated as a single
     employer under Section 414 of the Code.

            Eurodollar Borrowing  shall mean a Borrowing comprised of
     Eurodollar Loans.

            Eurodollar Loan  shall mean any Eurodollar Term Loan or
     Eurodollar Revolving Loan.

            Eurodollar Revolving Loan  shall mean any Revolving Loan bearing
     interest at a rate determined by reference to the Adjusted LIBO Rate in
     accordance with the provisions of Article II.

            Eurodollar Term Loan  shall mean any Term Loan bearing interest
     at a rate determined by reference to the Adjusted LIBO Rate in
     accordance with the provisions of Article II.

            Event of Default  shall have the meaning assigned to such term in
     Article VIII.

            Excess Cash Flow  shall mean, for any period, without
     duplication, an amount equal to the excess, if any, of (a) the sum of
     (i) the consolidated net cash flow from operations for such period of
     the Borrower and its consolidated subsidiaries determined on a
     consolidated basis in accordance with GAAP, (ii) to the extent deducted
     in determining such net cash flow from operations, the aggregate amount
     of repurchases or redemptions of the Subordinated Notes under
     Section 7.09(a) during such period, (iii) net cash provided (used) by
     investing activities during such period (excluding cash received as
     proceeds of any sale, transfer or other disposition of any business
     unit, asset or other property to the extent such sale, transfer or other
     disposition constitutes a Prepayment Event hereunder) and (iv) the
     aggregate proceeds of all Indebtedness incurred under Sections 7.01(d)
     and (e) during such period over (b) the sum of (i) scheduled payments
     during such period of the principal of Term Loans, (ii) scheduled
     payments during such period of the principal of permitted Indebtedness
     other than the Loans, but only to the extent that such payments cannot
     by their terms be reborrowed or redrawn, (iii) prepayments during such
     period of Term Loans pursuant to Section 2.12 and (iv) $1,000,000, in
     each case determined in accordance with GAAP.

            Existing Credit Agreement  shall mean the Credit Agreement dated
     as of April 28, 1993, among the Borrower, the lenders named therein and
     Chemical Bank, as Agent for such lenders.

            Facilities  shall mean, collectively, the Term Facility and the
     Revolving Facility.

            Fees  shall mean the Administrative Fees, the Commitment Fees,
     the LC Fees, the fees specified in Section 2.05(c) and the fees
     specified in Section 3.08.

            Financial Officer  of any corporation shall mean the chief
     financial officer, principal accounting officer, Treasurer, Assistant
     Treasurer or Controller of such corporation.

            Fronting Bank  shall have the meaning assigned to such term in
     the introductory paragraph hereof.

            GAAP  shall mean generally accepted accounting principles in the
     United States.

            Governmental Authority  shall mean any Federal, state, local or
     foreign court or governmental agency, authority, instrumentality or
     regulatory body.

            Guarantee  of or by any Person shall mean any obligation,
     contingent or otherwise, of such Person guaranteeing or having the
     economic effect of guaranteeing any Indebtedness of any other Person
     (the  primary obligor ) in any manner, whether directly or indirectly,
     including any obligation of such Person, direct or indirect, (a) to
     purchase or pay (or advance or supply funds for the purchase or payment
     of) such Indebtedness or to purchase (or to advance or supply funds for
     the purchase of) any security for the payment of such Indebtedness,
     (b) to purchase property, securities or services for the purpose of
     assuring the owner of such Indebtedness of the payment of such
     Indebtedness or (c) to maintain working capital, equity capital or other
     financial statement condition or liquidity of the primary obligor so as
     to enable the primary obligor to pay such Indebtedness; provided,
     however, that the term Guarantee shall not include endorsements for
     collection or deposit, in either case in the ordinary course of
     business.

            Guarantee Agreement  shall mean the Guarantee Agreement,
     substantially in the form of Exhibit E, between the Subsidiary
     Guarantors and the Collateral Agent.

            Hazardous Substances  shall mean any toxic, radioactive,
     mutagenic, carcinogenic, noxious, caustic or otherwise hazardous
     substance, material or waste, including petroleum, its derivatives,
     by-products and other hydrocarbons, or any substance having any
     constituent elements displaying any of the foregoing characteristics,
     including, without limitation, polychlorinated biphenyls ( PCBs ),
     asbestos or asbestos-containing material, and any substance, waste or
     material regulated under Environmental and Safety Laws.

            Indebtedness  of any Person shall mean, without duplication,
     (a) all obligations of such Person for borrowed money or with respect to
     deposits or advances of any kind, (b) all obligations of such Person
     evidenced by bonds, debentures, notes or similar instruments, (c) all
     obligations of such Person under conditional sale or other title
     retention agreements relating to assets purchased by such Person,
     (d) all obligations of such Person issued or assumed as the deferred
     purchase price of property or services (excluding trade accounts payable
     and accrued expenses arising in the ordinary course of business in
     accordance with customary trade terms), (e) all Indebtedness of others
     secured by (or for which the holder of such Indebtedness has an existing
     right, contingent or otherwise, to be secured by) any Lien on property
     owned or acquired by such Person, whether or not the obligations secured
     thereby have been assumed by such Person, (f) all Guarantees by such
     Person of Indebtedness of others, (g) all Capital Lease Obligations of
     such Person, (h) all obligations of such Person in respect of interest
     rate protection agreements, foreign currency exchange agreements or
     other interest or exchange rate hedging arrangements and  (i) all
     obligations of such Person as an account party to reimburse any bank or
     any other Person in respect of letters of credit and bankers'
     acceptances. The Indebtedness of any Person shall include the
     Indebtedness of any partnership or joint venture in which such Person is
     a  general partner or member, other than to the extent that the
     instrument or agreement evidencing such Indebtedness expressly limits
     the liability of such Person in respect thereof pursuant to provisions
     and terms reasonably satisfactory to the Agent.

            Indemnity, Subrogation and Contribution Agreement  shall mean the
     Indemnity, Subrogation and Contribution Agreement, substantially in the
     form of Exhibit M, between the Borrower, the Subsidiary Guarantors and
     the Collateral Agent.

            Interest Expense Ratio  shall mean, with respect to the Borrower
     and its consolidated subsidiaries, for any  fiscal quarter, the ratio of
     (a) EBITDA for the period of four consecutive fiscal quarters ending on
     the last day of such fiscal quarter less Capital Expenditures for such
     four-fiscal-quarter period to (b) Consolidated Interest Expense for such
     four-fiscal-quarter period.

            Interest Payment Date  shall mean, with respect to any Loan, the
     last day of the Interest Period applicable to the Borrowing of which
     such Loan is a part and, in the case of a Eurodollar Borrowing with an
     Interest Period of more than three months' duration, each day that would
     have been an Interest Payment Date had successive Interest Periods of
     three months' duration been applicable to such Borrowing and, in
     addition, the date of any refinancing or conversion of such Borrowing
     with or to a Borrowing of a different Type.

            Interest Period  shall mean (a) as to any Eurodollar Borrowing,
     the period commencing on the date of such Borrowing or on the last day
     of the immediately preceding Interest Period applicable to such
     Borrowing, as the case may be, and ending on the numerically
     corresponding day (or, if there is no numerically corresponding day, on
     the last day) in the calendar month that is 1, 2, 3 or 6 months
     thereafter, as the Borrower may elect, and (b) as to any ABR Borrowing,
     the period commencing on the date of such Borrowing or on the last day
     of the immediately preceding Interest Period applicable to such
     Borrowing, as the case may be, and ending on the earliest of (i) the
     next succeeding March 31, June 30, September 30 or December 31, (ii) the 
     Maturity Date and (iii) the date such Borrowing is converted to a
     Borrowing of a different Type in accordance with Section 2.10 or repaid
     or prepaid in accordance with Section 2.11, 2.12 or 2.13; provided,
     however, that, if any Interest Period would end on a day other than a
     Business Day, such Interest Period shall be extended to the next
     succeeding Business Day unless, in the case of a Eurodollar Borrowing
     only, such next succeeding Business Day would fall in the next calendar
     month, in which case such Interest Period shall end on the next
     preceding Business Day. Interest shall accrue from and including the
     first day of an Interest Period to but excluding the last day of such
     Interest Period.

            Inventory  shall mean all goods now owned or hereafter acquired
     by the Borrower or any Subsidiary Guarantor (wherever located, whether
     in the possession of the Borrower or any Subsidiary Guarantor or of a
     bailee or other person for sale, storage, transit, processing or use or
     otherwise consisting of whole goods, components, supplies, materials, or
     consigned, returned or repossessed  goods) that are held for sale or
     lease or to be furnished (or have been furnished) under any contract of
     service or that are raw materials, Work in Process, farm products or
     materials used or consumed in the Borrower's or any Subsidiary
     Guarantor's business or processed by or on behalf of the Borrower or
     such Subsidiary Guarantor.

            JLL  shall mean Joseph Littlejohn & Levy Fund, L.P., a Delaware
     limited partnership.

            Joint Venture  shall mean a joint venture, partnership or other
     similar arrangement, whether in corporate, partnership or other legal
     form.

            LC Commitment  shall mean $5,000,000, as the same may be reduced
     from time to time pursuant to Section 3.07. The LC Commitment shall
     automatically and permanently terminate on the LC Maturity Date.

            LC Disbursement  shall mean any payment or disbursement made by
     the Fronting Bank under or pursuant to a Letter of Credit.

            LC Exposure  shall mean, at any time of determination, the sum of
     (a) the aggregate undrawn amount of all Letters of Credit outstanding at
     such time and (b) the aggregate amount that has been drawn under such
     Letters of Credit but for which the Fronting Bank or the Lenders, as the
     case may be, have not been reimbursed by the Borrower at such time.

            LC Fees  shall have the meaning given such term in Section 3.03.

            LC Maturity Date  shall mean the fifth Business Day prior to the
     Maturity Date.

            Leasehold Mortgage  shall mean any Mortgage that is a leasehold
     or subleasehold mortgage.

            Lenders  shall have the meaning assigned to such term in the
     introductory paragraph hereof.

            Letters of Credit  shall mean the Standby Letters of Credit and
     the Commercial Letters of Credit issued by the Fronting Bank for the
     account of the Borrower pursuant to Section 3.01(a).

            LIBOR Spread  shall mean 2-1/2% per annum, subject to adjustment
     pursuant to Section 2.06(c).

            Lien  shall mean, with respect to any asset, (a) any mortgage,
     deed of trust, lien, pledge, assignment for security (whether collateral
     or otherwise), hypothecation, encumbrance, easement, lease, sublease,
     charge or security interest in or on such asset, (b) the interest of a
     vendor or a lessor under any conditional sale agreement, capital lease
     or title retention agreement or financing lease having substantially the
     same economic effect as any of the foregoing relating to such asset and
     (c) in the case of securities, any purchase option, call or similar
     right of a third party with respect to such securities.

            Loan Documents  shall mean this Agreement, the Letters of Credit,
     the Security Documents, the Guarantee Agreement and the Indemnity,
     Subrogation and Contribution Agreement.

            Loans  shall mean the Revolving Loans and the Term Loans.

            Margin Stock  shall have the meaning assigned to such term under
     Regulation U.

            Material Adverse Effect  shall mean (a) a materially adverse
     effect on the business, assets, operations or condition, financial or
     otherwise, of the Borrower and the Subsidiaries, taken as a whole, (b) a
     material impairment of the ability of the Borrower or any Subsidiary
     Guarantor to perform any of its obligations under any Transaction
     Document to which it is or will be a party or (c) a material impairment
     of the rights of or benefits available to the Agent, the Fronting Bank,
     the Collateral Agent or the Lenders under any Loan Document.

            Maturity Date  shall mean January 15, 2000.

            Mortgaged Properties  shall mean the owned real properties and
     leasehold and subleasehold interests of the Borrower and the Subsidiary
     Guarantors specified on Schedule 1.01(a).

            Mortgages  shall mean  the mortgages, deeds of trust, leasehold
     mortgages, assignments of leases and rents (including any Assignments of
     Leases and Rents, substantially in the form of Exhibit J), modifications
     and other security documents delivered pursuant to clause (i) of
     Section 5.02(i) or pursuant to Section 6.10, each (except in the case of
     any Leasehold Mortgage) substantially in the form of Exhibit I.

            Multiemployer Plan  shall mean a multiemployer plan as defined in
     Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate
     (other than one considered an ERISA Affiliate only pursuant to
     subsection (m) or (o) of Section 414 of the Code) is making or accruing
     an obligation to make contributions, or has within any of the preceding
     five plan years made or accrued an obligation to make contributions.

            Net Cash Proceeds  shall mean, with respect to any Prepayment
     Event, (a) the gross cash proceeds (including insurance proceeds,
     condemnation awards and payments from time to time in respect of
     installment obligations, if applicable) received by or on behalf of the
     Borrower or any Subsidiary in respect of such Prepayment Event, less
     (b) the sum of (i) the amount, if any, of all taxes (other than income
     taxes) payable by the Borrower or any Subsidiary in connection with such
     Prepayment Event and the Borrower's or such Subsidiary's good-faith best
     estimate of the amount of all income taxes payable in connection with
     such Prepayment Event (to the extent that such amount shall have been
     set aside for the purpose of paying such income taxes), (ii) in the case
     of a Prepayment Event that is an asset sale or disposition, (A) the
     amount of any reasonable reserve established in accordance with GAAP
     against any liabilities associated with the assets sold or disposed of
     and retained by the Borrower or any Subsidiary, provided that the amount
     of any subsequent reduction of such reserve (other than in connection
     with a payment in respect of any such liability) shall be deemed to be
     Net Cash Proceeds of a Prepayment Event occurring on the date of such
     reduction, and (B) the amount applied to repay any Indebtedness (other
     than the Loans) to the extent such Indebtedness is required by its terms
     to be repaid as a result of such Prepayment Event and (iii) reasonable
     and customary fees, commissions and expenses and other costs paid by the
     Borrower or any Subsidiary  in connection with such Prepayment Event
     (other than those payable to the Borrower or any Affiliate of the
     Borrower), including any such expenses and other costs incurred by the
     Borrower or the applicable Subsidiary in connection with any attempt to
     sell, within the twelve months preceding such sale, any asset the sale
     of which has given rise to such Prepayment Event, in each case only to
     the extent not already deducted in arriving at the amount referred to in
     clause (a).

            Net Income  shall mean, for any period, the net earnings (or
     loss) of the Borrower and its subsidiaries determined on a consolidated
     basis for such period in accordance with GAAP.

            Obligations  shall mean all obligations defined as  Obligations 
     in the Guarantee Agreement and the Security Documents.

            Obligor  shall mean any purchaser of goods or services from, or
     any other Person obligated to make payment to, the Borrower or any
     Subsidiary Guarantor in respect of a purchase of such goods or services.

            Outstanding Letters of Credit  shall mean at any time the Letters
     of Credit outstanding at such time.

            Participating Lender  shall mean at any time any Lender with a
     Revolving Credit Commitment at such time.

            PBGC  shall mean the Pension Benefit Guaranty Corporation
     referred to and defined in ERISA or any successor thereto.

            Perfection Certificate  shall mean the Perfection Certificate,
     substantially in the form of Annex 2 to the Security Agreement, prepared
     by the Borrower.

            Permitted Acquisition  shall have the meaning assigned to such
     term in Section 7.05(d).

            Permitted Investments  shall mean:

                 (a) direct obligations of, or obligations the principal of
           and interest on which are unconditionally guaranteed by, the
           United States of America (or by any agency thereof to the extent
           such obligations are backed by the full faith and credit of the
           United States of America), in each case maturing within three
           months from the date of acquisition thereof;

                 (b) without limiting the provisions of paragraph (d) below,
           investments in commercial paper maturing within three months from
           the date of acquisition thereof and having, at such date of
           acquisition, the highest credit rating obtainable from Standard &
           Poor's Corporation and from Moody's Investors Service, Inc.;

                 (c) investments in certificates of deposit, banker's
           acceptances and time deposits (including eurodollar time deposits)
           maturing within three months from the date of acquisition thereof
           issued or guaranteed by or placed with, and money market deposit
           accounts issued or offered by, (i) any domestic office of the
           Agent or (ii) any domestic office of any other commercial bank of
           recognized standing organized under the laws of the United States
           of America or any state thereof that has a combined capital and
           surplus and undivided profits of not less than $250,000,000 and
           which is rated (or the senior debt securities of the holding
           company of which are rated) A or better (or BBB+ or better in the
           case of the domestic office of any Lender) by Standard & Poor's
           Corporation or A2 or better (or Baa2 or  better in the case of the
           domestic office of any Lender) by Moody's Investors Service, Inc.,
           or carrying an equivalent rating by another nationally recognized
           rating agency if neither of the two named rating agencies shall
           rate such commercial bank (or the holding company of such
           commercial bank);

                 (d) investments in commercial paper maturing within three
           months from the date of acquisition thereof and issued by (i) the
           holding company of the Agent or (ii) the holding company of any
           other commercial bank of recognized standing organized under the
           laws of the United States of America or any state thereof that has
           (A) a combined capital and surplus in excess of $250,000,000 and
           (B) commercial paper rated at least A-1 or the equivalent thereof
           (or A-2 or the equivalent thereof in the case of the holding
           company of any Lender) by Standard & Poor's Corporation or at
           least P-1 or the equivalent thereof (or P-2 or the equivalent
           thereof in the case of the holding company of any Lender) by
           Moody's Investors Service, Inc., or carrying an equivalent rating
           by another nationally recognized rating agency, if both of the two
           named rating agencies cease publishing ratings of investments; 

                 (e) repurchase agreements having a term of seven days or
           less with (i) any domestic office of the Agent or (ii) any
           domestic office of any other commercial bank of recognized
           standing organized under the laws of the United States of America
           or any state thereof that has a combined capital and surplus and
           undivided profits of not less than $250,000,000 and which is rated
           (or the senior debt securities of the holding company of such
           commercial bank are rated) A or better (or BBB+ or better in the
           case of the domestic office of any Lender) by Standard & Poor's
           Corporation or A2 or better (or Baa2 or better in the case of the
           domestic office of any Lender) by Moody's Investor Services Inc.
           or carrying an equivalent rating by another nationally recognized
           rating agency if neither of the two named rating agencies shall
           rate such bank relating to marketable direct obligations issued or
           unconditionally guaranteed by the United States but only if the
           securities collateralizing such repurchase agreements are
           delivered to or to the order of the Collateral Agent; 

                 (f) investments in mutual funds investing solely in
     instruments of the types described in clauses (a) through (e) above;

                 (g) other investment instruments approved in writing by the
           Required Lenders and offered by financial institutions that have a
           combined capital and surplus and undivided profits of not less
           than $250,000,000; and

                 (h) investments in mutual funds that are sold by nationally
           recognized registered broker-dealers, which mutual funds invest in
           repurchase agreements having a term of seven days or less and
           relating to debt securities issued by corporations (i) organized
           and validly existing under the laws of the United States of
           America, any state thereof or the District of Columbia and
           (ii) the senior debt securities of which are rated AA or better by
           Standard & Poor's Corporation or Aa or better by Moody's Investor
           Services Inc. or carrying an equivalent rating by another
           nationally recognized rating agency if neither of the two named
           rating agencies shall rate such debt securities.

            Person  shall mean any natural person, corporation, business
     trust, joint venture, association, company, partnership or government,
     or any agency or political subdivision thereof.

            Plan  shall mean any employee pension benefit plan (other than a
     Multiemployer Plan) subject to the provisions of Title IV of ERISA or
     Section 412 of the Code that is maintained for current or former
     employees, or any beneficiary thereof, of the Borrower or any ERISA
     Affiliate.

            Pledge Agreement  shall mean the Pledge Agreement, substantially
     in the form of Exhibit F, among the Borrower, the Subsidiary Guarantors
     and the Collateral Agent.

            Prepayment Event  shall mean (a) any sale, transfer or other
     disposition of any business units, assets or other properties of the
     Borrower or any Subsidiary (including dispositions in the nature of
     casualties (to the extent covered by insurance) or condemnations
     (including any Casualty or Condemnation in respect of a Mortgaged
     Property as contemplated in Section 10.16)), (b) any sale and leaseback
     of any asset or the mortgaging of any real property other than pursuant
     to a Mortgage (or a modification thereof) by the Borrower or any
     Subsidiary, (c) the issuance or incurrence by the Borrower or any
     Subsidiary of any Indebtedness (excluding Indebtedness permitted under
     Sections 7.01(d), 7.01(f), 7.01(h) and 7.01(k) and Specified Permitted
     Debt), or the issuance or sale by the Borrower or any Subsidiary of any
     debt securities or any obligations convertible into or exchangeable for,
     or giving any Person or entity any right, option or warrant to acquire
     from the Borrower or any Subsidiary any Indebtedness or any such debt
     securities or any such convertible or exchangeable obligations
     (excluding Specified Permitted Debt) or (d) the issuance or incurrence
     by the Borrower of any Specified Permitted Debt. Notwithstanding the
     foregoing, the term  Prepayment Event  shall not include:

                 (i) sales, transfers and other dispositions of used or
           surplus equipment, vehicles and other assets in the ordinary
           course of business permitted pursuant to Section 7.05(b) not
           exceeding in the aggregate $250,000 in any fiscal year, provided
           that (A) at any time when such sales, transfers and other
           dispositions in the ordinary course of business shall exceed
           $250,000 in any fiscal year, the resultant Prepayment Event shall
           include the entire amount of such sales, transfers and
           dispositions since the date of such most recent payment, if any,
           with respect to such fiscal year and not just amounts above such
           dollar threshold and (B) to the extent that the Borrower or any
           Subsidiary shall have reinvested on the date of such Prepayment
           Event (or certified to the Agent that it intends to reinvest
           within 360 days of such Prepayment Event) any of the proceeds of
           such sales, transfers and dispositions in equipment, vehicles or
           other assets used in the principal lines of  business of the
           Borrower or such Subsidiary, the resultant Prepayment Event shall
           be reduced by the lesser of (I) $250,000 and (II) the amount so
           reinvested or to be reinvested;

                 (ii) sales of inventory in the ordinary course of business;

                 (iii) the receipt of insurance or condemnation proceeds
           (other than Condemnation Proceeds and Insurance Proceeds in
           respect of Mortgaged Properties), provided  that (A) such proceeds
           are reinvested in equipment, vehicles or other assets used in the
           Borrower's or any Subsidiary's principal lines of business within
           360 days after the receipt thereof and (B) if the aggregate of
           such proceeds exceeds $2,000,000, the Borrower or any Subsidiary,
           pending such reinvestment, promptly deposits the entire aggregate
           amount of such proceeds so received and unreinvested, if such
           proceeds exceed $2,000,000, in a cash collateral account
           established with the Collateral Agent for the benefit of the
           Secured Parties; 

                 (iv) the receipt of Condemnation Proceeds and Insurance
           Proceeds in respect of Mortgaged Properties to the extent that (A)
           such Condemnation Proceeds or Insurance Proceeds are used to
           restore, repair or locate, acquire and replace the related
           Mortgaged Property in accordance with Section 10.16, (B) such
           Condemnation Proceeds or Insurance Proceeds, pursuant to
           Section 10.16, are not otherwise required to be applied as a
           mandatory prepayment pursuant to Section 2.13(c) or (C) to the
           extent permitted by Section 10.16, any Condemnation Proceeds or
           Insurance Proceeds are (I) reinvested in equipment, vehicles or
           other assets used in the Borrower's or any Subsidiary's principal
           lines of business within 360 days after the receipt thereof and
           (II) the Borrower or any Subsidiary, pending such reinvestment,
           has deposited such amounts in an escrow account with the
           Collateral Agent as contemplated in Section 10.16; and

                 (v) the receipt of proceeds of business interruption
           insurance.

            Pro Forma Balance Sheet  shall have the meaning given such term
     in Section 4.05(a).

            Rate Protection Agreement  shall mean any interest rate
     protection agreement, foreign currency exchange agreement or other
     interest or exchange rate hedging arrangement designed to protect the
     Borrower from fluctuations in interest or currency rates.

            Receivables  shall mean all rights to receive payment for goods
     sold or leased or for services rendered in the ordinary course of
     business to the extent not evidenced by an instrument or chattel paper,
     together with all interest, finance charges or other amounts payable by
     an Obligor in respect thereof.

            Register  shall have the meaning given such term in Section
     10.04(d).

            Regulation G  shall mean Regulation G of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Regulation U  shall mean Regulation U of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Regulation X  shall mean Regulation X of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Release  means any discharge, emission, release, or threat
     thereof, including a  Release  as defined in CERCLA at 42 U.S.C.
     SECTION 9601(22), and the term  Released  has a meaning correlative
     thereto.

            Reportable Event  shall mean any reportable event as defined in
     Section 4043(b) of ERISA or the regulations issued thereunder with
     respect to a Plan (other than a Plan maintained by an ERISA Affiliate
     that is considered an ERISA Affiliate only pursuant to subsection (m) or
     (o) of Section 414 of the Code), other than any reportable event for
     which the requirement to deliver notice within 30 days to the PBGC has
     been waived by the PBGC.

            Required Lenders  shall mean, at any time, Lenders holding Loans,
     a share of the used LC Commitment and unused Commitments representing
     more than 51% of the aggregate of (a) the aggregate principal amount of
     the Loans at such time, (b) the LC Exposure at such time and (c) the
     aggregate unused Commitments at such time.

            Responsible Officer  of any corporation shall mean any executive
     officer or Financial Officer of such corporation and any other officer
     or similar official thereof responsible for the administration of the
     obligations of such corporation in respect of this Agreement.

            Revolving Credit Borrowing  shall mean a Borrowing comprised of
     Revolving Loans.

            Revolving Credit Commitment  shall mean, with respect to each
     Lender, the commitment of such Lender to make Revolving Loans hereunder
     as set forth in clause (b) of Section 2.01, as the same may be reduced
     from time to time pursuant to Section 2.09.

            Revolving Credit Utilization  shall mean, at any time of
     determination, the sum of (a) the aggregate principal amount of 
     Revolving Loans outstanding at such time and (b) the LC Exposure at such
     time.

            Revolving Facility  shall mean the aggregate of the Lenders'
     Revolving Credit Commitments.

            Revolving Loans  shall mean the revolving loans made by the
     Lenders to the Borrower pursuant to clause (b) of Section 2.01. Each
     Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving
     Loan.

            Secured Parties  shall have the meaning assigned to such term in
     the Security Agreement.

            Security Agreement  shall mean the Security Agreement,
     substantially in the form of Exhibit G, among the Borrower, the
     Subsidiary Guarantors and the Collateral Agent.

            Security Documents  shall mean the Mortgages (including any
     Assignment of Leases and Rents and any Leasehold  Mortgage), the
     Security Agreement, the Pledge Agreement, the Collateral Assignment, the
     Trademark Security Agreement and each of the security agreements,
     mortgages and other instruments and documents executed and delivered
     pursuant to any of the foregoing or pursuant to Section 6.10.

            Solvent  shall mean, with respect to any Person at any time, 
     that (a) the fair saleable value of such Person's assets at such time is
     greater than the amount that would be required to pay its probable
     liability on its then-existing legal liabilities, either matured or
     unmatured, liquidated or unliquidated, absolute, fixed or contingent, as
     they become absolute or matured, and (b) such Person does not have
     unreasonably small capital at such time for the business or transaction
     in which it is engaged or is about to engage.

            Specified Permitted Debt  shall have the meaning assigned to such
     term in Section 7.01.

            Statutory Reserves  shall mean a fraction (expressed as a
     decimal), the numerator of which is the number one and the denominator
     of which is the number one minus the aggregate of the maximum applicable
     reserve percentages, including any marginal, special, emergency or
     supplemental reserves (expressed as a decimal) established by the Board
     and any other banking authority to which the Agent is subject (a) with
     respect to the Base CD Rate (as such term is used in the definition of
     the term  Alternate Base Rate ) for new negotiable nonpersonal time
     deposits in dollars of over $100,000 with maturities approximately equal
     to three months and (b) with respect to the Adjusted LIBO Rate, for
     Eurocurrency Liabilities (as defined in Regulation D of the Board). Such
     reserve percentages shall include those imposed pursuant to Regulation D
     of the Board. Eurodollar Loans shall be deemed to constitute
     Eurocurrency Liabilities and to be subject to such reserve requirements
     without benefit of or credit for proration, exemptions or offsets that
     may be available from time to time to any Lender under such
     Regulation D. Statutory Reserves shall be adjusted automatically on and
     as of the effective date of any change in any reserve percentage.

            Stock Purchase Agreement  shall have the meaning assigned to such
     term in the preamble to this Agreement.

            Subordinated Note Indenture  shall mean the  Indenture dated as
     of April 28, 1993, among the Borrower and First Fidelity Bank, National
     Association, New York, as Trustee, relating to the Subordinated Notes,
     as the same may be amended, modified or supplemented in accordance with
     the provisions of this Agreement.

            Subordinated Notes  shall mean $110,000,000 aggregate principal
     amount of the Borrower's 9-3/4% Senior Subordinated Redeemable
     Securities due 2000 issued under the Subordinated Note Indenture.

            subsidiary  shall mean, with respect to any Person (herein
     referred to as the  parent ), any corporation, partnership, association
     or other business entity (a) of which securities or other ownership
     interests representing more than 50% of the equity or more than 50% of
     the ordinary voting power or more than 50% of the general partnership
     interests are, at the time any determination is being made, owned,
     controlled or held or (b) that is, at the time any determination is
     made, otherwise Controlled by the parent or one or more subsidiaries of
     the parent or by the parent and one or more subsidiaries of the parent.

            Subsidiary  shall mean any subsidiary of the Borrower, including
     Foodservice Corp.

            Subsidiary Guarantor  shall mean each of Foodservice Corp.,
     Wilson Foods Corporation, Stoppenbach, Inc., Concordia Foods
     Corporation, Pafco Importing Company, Inc., National Service
     Center, Inc., Dixie Foods Company, Shreveport Foods Company, Wilson
     Certified Express, Inc. and Minnesota Food Services, Inc., and each
     person that shall be required to become a Subsidiary Guarantor pursuant
     to Section 6.10.

           "Swap Agreement" shall have the meaning assigned to such term in
     the preamble to this Agreement.

            Term Borrowing  shall mean a Borrowing comprised of Term Loans.

            Term Facility  shall mean the aggregate amount of the Lenders'
     Term Loan Commitments.

            Term Loan Commitment  shall mean, with respect to each Lender,
     the commitment of such Lender to make Term Loans hereunder as set forth
     in clause (a) of Section 2.01, as the same may be reduced from time to
     time pursuant to Section 2.09.

            Term Loan Repayment Amount  shall have the meaning set forth in
     Section 2.11(a).

            Term Loan Repayment Date  shall have the meaning set forth in
     Section 2.11(a).

            Term Loans  shall mean the term loans made by the Lenders to the
     Borrower pursuant to clause (a) of Section 2.01. Each Term Loan shall be
     a Eurodollar Term Loan or an ABR Term Loan.

            Total Debt Ratio  shall mean, with respect to the Borrower and
     its consolidated subsidiaries for any fiscal quarter, the ratio of
     (a) the aggregate amount of Indebtedness of the Borrower and its
     consolidated subsidiaries outstanding as of the last day of such fiscal
     quarter, determined in accordance with GAAP, to (b) EBITDA for the
     period of four consecutive fiscal quarters ending on the last day of
     such fiscal quarter.

            Trademark Security Agreement  shall mean the Trademark Security
     Agreement, substantially in the form of Exhibit K, among the Borrower,
     the Subsidiary Guarantors and the Collateral Agent.

            Transaction Documents  shall mean the Stock Purchase Agreement
     and the Loan Documents.

            Transactions  shall have the meaning assigned to such term in
     Section 4.02.

            Type  when used in respect of any Loan or Borrowing, shall refer
     to the Rate by reference to which interest on such Loan or on the Loans
     comprising such Borrowing is determined. For purposes hereof, the term
      Rate  shall include the Adjusted LIBO Rate and the Alternate Base Rate.

           "Uncollected Friday Receipts" shall mean remittances received from
     Obligors in respect of Receivables that are deposited in a lockbox
     account of the Borrower on the applicable Friday and which are
     transferred electronically to the Borrower's concentration account on
     such Friday, but which are not credited to such concentration account
     until the following Monday.

            Work in Process  shall mean any item of  inventory (not otherwise
     obsolete or unmerchantable) that is neither a raw material nor a
     finished good as accounted for by the Borrower or the applicable
     Subsidiary Guarantor in a manner consistent with the accounting
     practices of the Borrower or such Subsidiary Guarantor during the period
     of twelve consecutive months immediately preceding the Closing Date.

            Withdrawal Liability  shall mean liability to a Multiemployer
     Plan as a result of a complete or partial withdrawal from such
     Multiemployer Plan, as such terms are defined in Part I of Subtitle E of
     Title IV of ERISA.

           SECTION 1.02. Terms Generally. The definitions in Section 1.01
     shall apply equally to both the singular and plural forms of the terms
     defined. Whenever the context may require, any pronoun shall include the
     corresponding masculine, feminine and neuter forms. The words  include ,
      includes  and  including  shall be deemed to be followed by the phrase
      without limitation . All references herein to Articles, Sections,
     Exhibits and Schedules shall be deemed to be references to Articles and
     Sections of, and Exhibits and Schedules to, this Agreement unless the
     context shall otherwise require. Unless otherwise specified herein, all
     accounting terms used herein shall be interpreted, all accounting
     determinations hereunder shall be made and all financial statements
     required to be delivered hereunder shall be prepared in accordance with
     GAAP (subject, where provided herein, to normal year-end audit
     adjustments and to the absence of footnotes required thereby) as in
     effect from time to time; provided, however, that, for purposes of
     determining compliance with any covenant set forth in Article VII, such
     terms shall be construed in accordance with GAAP as in effect on the
     date of this Agreement applied on a basis consistent with the
     application used in the financial statements referred to in
     Section 4.05(b).

     ARTICLE II

     The Credits
           SECTION 2.01. Commitments. On the terms and subject to the
     conditions and relying upon the representations and warranties herein
     set forth, each Lender agrees, severally and not jointly, (a) to make
     Term Loans to the Borrower on the Closing Date in an aggregate principal
     amount not to exceed the Term Loan Commitment set forth opposite such
     Lender's name on Schedule 2.01, and (b) to make Revolving Loans to the
     Borrower, at any time and from time to time (subject to Section 2.13(f))
     on or after the Closing Date and prior to the earlier of the Maturity
     Date and the termination of the Revolving Credit Commitment of such
     Lender in accordance with the terms hereof, in an aggregate principal
     amount at any time outstanding not to exceed an amount equal to the
     difference between (i) the lesser of (A) the Revolving Credit Commitment
     set forth opposite such Lender's name on Schedule 2.01, as the same may
     be reduced from time to time pursuant to Section 2.09, and (B) such
     Lender's Applicable Percentage of the Borrowing Base at such time and
     (ii) such Lender's Applicable Percentage of the LC Exposure at such
     time. Within the limits set forth in clause (b) of the preceding
     sentence, the Borrower may borrow, pay or prepay and reborrow Revolving
     Loans on or after the Closing Date and prior to the Maturity Date, on
     the terms and subject to the conditions and limitations set forth
     herein. Amounts paid or prepaid in respect of Term Loans may not be
     reborrowed.

           SECTION 2.02. Loans. (a) Each Loan shall be made as part of a
     Borrowing consisting of Loans made by the Lenders ratably in accordance
     with their respective Term Loan Commitments or Revolving Credit
     Commitments, as the case may be; provided, however, that the failure of
     any Lender to make any Loan shall not in itself relieve any other Lender
     of its obligation to lend hereunder (it being understood, however, that
     no Lender shall be responsible for the failure of any other Lender to
     make any Loan required to be made by such other Lender). The Loans
     comprising each Borrowing shall be in an aggregate principal amount that
     is (i) in the case of ABR Borrowings, an integral multiple of $500,000
     and not less than $1,000,000 and (ii) in the case of Eurodollar
     Borrowings, an integral multiple of $1,000,000 and not less than
     $7,000,000 (or if less in the case of any Revolving Credit Borrowing, an
     aggregate principal amount equal to the remaining balance of the
     Revolving Credit Commitments).

           (b) Each Borrowing shall be comprised entirely of ABR Loans or
     Eurodollar Loans, as the Borrower may request pursuant to Section 2.03;
     provided that, notwithstanding anything to the contrary contained in
     this Agreement, no Borrowing comprised of Eurodollar Loans having an
     Interest Period the duration of which is six months may be requested
     until the earlier of (i) the date that is 180 days after the Closing
     Date and (ii) the date on which Chemical Bank shall notify the Borrower
     that the syndication of the Facilities has been completed. Each Lender
     may at its option fulfill its Commitment with respect to any Eurodollar
     Loan by causing any domestic or foreign branch or Affiliate of such
     Lender to make such Loan, provided that any exercise of such option
     shall not affect the obligation of the Borrower to repay such Loan in
     accordance with the terms of this Agreement. Borrowings of more than one
     Type may be outstanding at the same time; provided, however, that the
     Borrower shall not be entitled to request any Borrowing that, if made,
     would result in an aggregate of more than  five separate Eurodollar
     Loans of any Lender being outstanding hereunder at any one time. For
     purposes of the foregoing, Loans having different Interest Periods,
     regardless of whether they commence on the same date, shall be
     considered separate Loans.

           (c) Subject to paragraph (e) below, each Lender shall make a Loan
     in the amount of its pro rata portion, as determined under Section 2.17,
     of each Borrowing hereunder on the proposed date thereof by wire
     transfer of immediately available funds to the Agent in New York, New
     York, not later than 12:00 noon, New York City time, and the Agent shall
     by 3:00 p.m., New York City time, credit the amounts so received to the
     general deposit account of the Borrower with the Agent or, if a
     Borrowing shall not occur on such date because any condition precedent
     herein specified shall not have been met, return the amounts so received
     to the respective Lenders. Unless the Agent shall have received notice
     from a Lender prior to the date of any Borrowing that such Lender will
     not make available to the Agent such Lender's portion of such Borrowing,
     the Agent may assume that such Lender has made such portion available to
     the Agent on the date of such Borrowing in accordance with this
     paragraph (c) and the Agent may, in reliance upon such assumption, make
     available to the Borrower on such date a corresponding amount. If and to
     the extent that such Lender shall not have made such portion available
     to the Agent, such Lender and the Borrower severally agree to repay to
     the Agent forthwith on demand such corresponding amount together with
     interest thereon, for each day from the date such amount is made
     available to the Borrower until the date such amount is repaid to the
     Agent at (i) in the case of the Borrower, the interest rate applicable
     at the time to the Loans comprising such Borrowing and (ii) in the case
     of such Lender, the Federal Funds Effective Rate. If such Lender shall
     repay to the Agent such corresponding amount, such amount shall
     constitute such Lender's Loan as part of such Borrowing for purposes of
     this Agreement. 

           (d) Notwithstanding any other provision of this Agreement, the
     Borrower shall not be entitled to request any Revolving Credit Borrowing
     if the Interest Period requested with respect thereto would end after
     the  Maturity Date.

           (e) The Borrower may refinance all or any part of any Revolving
     Credit Borrowing with a Revolving Credit Borrowing of the same or a
     different Type, subject to the conditions and limitations set forth in
     this Agreement. Any Revolving Credit Borrowing or part thereof so
     refinanced shall be deemed to be repaid or prepaid in accordance with
     Section 2.04 or 2.12, as applicable, with the proceeds of a new
     Revolving Credit Borrowing, and the proceeds of the new Revolving Credit
     Borrowing, to the extent they do not exceed the principal amount of the
     Revolving Credit Borrowing being refinanced, shall not be paid by the
     Lenders to the Agent or by the Agent to the Borrower pursuant to
     paragraph (c) above.

           (f) If the Agent has not received evidence of the payment required
     by Section 3.04(a) by 11:00 a.m., New York City time, on the date on
     which the Fronting Bank has notified the Borrower that payment of a
     draft presented under any Letter of Credit will be made (or such later
     time as is not later than one hour after the Borrower shall have
     received such notice or, if the Borrower shall have received such notice
     later than 4:00 p.m., New York City time, on such Business Day, not
     later than 10:00 a.m., New York City time, on the immediately following
     Business Day), as provided in Section 3.04(a), the Agent will notify not
     later than 12:00 noon, New York City time, the Fronting Bank and each
     Participating Lender of the LC Disbursement and, in the case of each
     Participating Lender, its Applicable Percentage of such LC Disbursement.
     Each Participating Lender will pay to the Agent not later than
     4:00 p.m., New York City time, on such date an amount equal to such
     Participating Lender's Applicable Percentage of such LC Disbursement (it
     being understood that such amount shall constitute an ABR Revolving Loan
     of such Lender and shall be deemed to have reduced the LC Exposure at
     such time), and the Agent will promptly pay such amount to the Fronting
     Bank. The Agent will promptly remit to each Participating Lender its
     Applicable Percentage of any amounts subsequently received by the Agent
     from the Borrower in respect of such LC Disbursement. If any Lender
     shall not have made its Applicable Percentage of such LC Disbursement
     available to the Fronting Bank as provided above, such Lender agrees to
     pay interest on such amount, for each day from and including the date
     such amount is required to be paid in accordance with this paragraph (f)
     to but excluding the date an amount equal to such amount is paid to the
     Agent for prompt payment to the Fronting Bank at, for the first such
     day, the Federal Funds Effective Rate, and thereafter, the Alternate
     Base Rate.

           SECTION 2.03. Notice of Borrowings. The Borrower shall give the
     Agent written or telex notice (or telephone notice promptly confirmed in
     writing or by telex) (a) in the case of a Eurodollar Borrowing, not
     later than 10:00 a.m., New York City time, three Business Days before a
     proposed Borrowing and (b) in the case of an ABR Borrowing, not later
     than 12:00 noon, New York City time, on the Business Day of a proposed
     Borrowing. Such notice shall be irrevocable and shall in each case refer
     to this Agreement and specify (a) whether the Borrowing then being
     requested is to be a Term Borrowing or a Revolving Credit Borrowing, and
     whether such Borrowing is to be a Eurodollar Borrowing or an ABR
     Borrowing; (b) the date of such Borrowing (which shall be a Business
     Day) and the amount thereof; and (c) if such Borrowing is to be a
     Eurodollar Borrowing, the Interest Period with respect thereto. If no
     election as to the Type of Borrowing is specified in any such notice,
     then the requested Borrowing shall be an ABR Borrowing. If no Interest
     Period with respect to any Eurodollar Borrowing is specified in any such
     notice, then the Borrower shall be deemed to have selected an Interest
     Period of one month's duration. If the Borrower shall not have given
     notice in accordance with this Section 2.03 of its election to refinance
     a Revolving Credit Borrowing prior to the end of the Interest Period in
     effect for such Borrowing, then the Borrower shall (unless such
     Borrowing is repaid at the end of such Interest Period) be deemed to
     have given notice of an election to refinance such Borrowing with an ABR
     Borrowing. The Agent shall promptly advise the Lenders of any notice
     given pursuant to this Section 2.03 and of each Lender's portion of the
     requested Borrowing.

           SECTION 2.04. Repayment of Loans. The outstanding principal
     balance of each Loan shall be payable (a) in the case of a Revolving
     Loan, on the last day of the Interest Period applicable to such Loan and
     on the  Maturity Date and (b) in the case of a Term Loan, as provided in
     Section 2.11. The Loans shall bear interest from and including the
     Closing Date on the outstanding principal balance thereof as set forth
     in Section 2.06. Each Lender shall, and each hereby is authorized by the
     Borrower to, record in its internal records, an appropriate notation
     evidencing the date and amount of each Loan from such Lender, each
     payment and prepayment of principal of any such Loan, each payment of
     interest on any such Loan and the other information provided for on such
     schedule; provided, however, that the failure of any Lender to make such
     a notation or any error therein shall not affect the obligation of the
     Borrower to repay the Loans made by such Lender in accordance with the
     terms of this Agreement.

           SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
     through the Agent, the following fees (each, a  Commitment Fee ): on the
     Closing Date and on the last day of January, April, July and October in
     each year, commencing July 31, 1994, and on each date on which any of
     the Commitments of such Lender shall expire or be terminated as provided
     herein, a commitment fee of 1/2 of 1% per annum on the average daily
     unused amount of each of the Term Loan Commitment and the Revolving
     Credit Commitment of such Lender during the preceding quarter (or other
     period commencing with the date upon which such Lender's Commitments
     were accepted or the Closing Date, as applicable, or ending with the
     date on which any of such Commitments of such Lender shall expire or be
     terminated). The Commitment Fee due to each Lender in respect of its
     Term Loan Commitment and Revolving Credit Commitment pursuant to the
     immediately preceding sentence shall accrue from and including the date
     upon which such Commitments of such Lender were accepted. For purposes
     of calculating Commitment Fees in respect of Revolving Credit
     Commitments, any portion of such Revolving Credit Commitments
     unavailable due to outstanding Letters of Credit shall be deemed to be
     used amounts. All Commitment Fees shall be computed on the basis of the
     actual number of days elapsed in a year of 360 days.

           (b) The Borrower agrees to pay to the Agent, for its own account,
     administrative fees (the  Administrative Fees ) at the time and in the
     amounts agreed upon in the fee letter agreement dated March 11, 1994,
     between the Borrower and the Agent.
      
           (c) The Borrower agrees to pay to the Agent on the Closing Date
     the other fees specified in the fee letter agreement referred to in
     paragraph (b) above.

           (d) The Borrower agrees to pay to the Fronting Bank, for its own
     account, the fees specified in Section 3.08.

           (e) All Fees (other than the fees payable to the Fronting Bank
     under Section 3.08) shall be paid on the dates due, in immediately
     available funds, to the Agent for distribution, if and as appropriate,
     among the Lenders. Once paid, none of the Fees shall be refundable under
     any circumstances (other than corrections of error in payment).

           SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
     Section 2.07, the Loans comprising each ABR Borrowing shall bear
     interest (computed on the basis of the actual number of days elapsed
     over a year of 365 or 366 days, as the case may be, when the Alternate
     Base Rate is determined by reference to the Prime Rate and over a year
     of 360 days at all other times) at a rate per annum equal to the
     Alternate Base Rate plus the ABR Spread.

           (b) Subject to the provisions of Section 2.07, the Loans
     comprising each Eurodollar Borrowing shall bear interest (computed on
     the basis of the actual number of days elapsed over a year of 360 days)
     at a rate per annum equal to the Adjusted LIBO Rate for the Interest
     Period in effect for such Borrowing plus the LIBOR Spread.

           (c) So long as no Default or Event of Default shall have occurred
     and be continuing, the ABR Spread shall decrease to 1-1/4% per annum and
     the LIBOR Spread shall decrease to 2-1/4% per annum on each occasion
     that, as of the end of any fiscal quarter, (i) the Interest Expense
     Ratio shall equal or exceed 2.25 to 1.00 and (ii) the Total Debt Ratio
     for such fiscal quarter shall be less than or equal to 4.00 to 1.00,
     with such decrease in the ABR Spread  to be effective with respect to
     ABR Loans outstanding on, or made on or after, the date of the delivery
     to the Agent of the certificate described in Section 6.04(c) relating to
     such fiscal quarter and with such decrease in the LIBOR  Spread to be
     effective with respect to Eurodollar Loans made on or after the date of
     the delivery of such certificate relating to such fiscal quarter. In the
     event that either of the conditions that gave rise to any decrease in
     the ABR Spread and the LIBOR Spread pursuant to the immediately
     preceding sentence is no longer satisfied as of the end of any
     subsequent fiscal quarter, (i) the decreases in the ABR Spread and the
     LIBOR Spread provided for in the preceding sentence shall cease to be
     effective for all purposes on and after the date of delivery to the
     Agent of the certificate described in Section 6.04(c) relating to such
     subsequent fiscal quarter and (ii) the ABR Spread to be effective from
     and including such date shall be 1-1/2% per annum and the LIBOR Spread
     to be effective from and including such date shall be 2-1/2% per annum.
     Notwithstanding the foregoing, at any time during which the Borrower has
     failed to deliver the certificate described in Section 6.04(c) in
     accordance with the provisions thereof, the ABR Spread shall be deemed
     to be 1-1/2% per annum and the LIBOR Spread shall be deemed to be 2-1/2%
     per annum from and including the date on which the Borrower was required
     to deliver such certificate pursuant to Section 6.04(c) to but excluding
     the date on which the Borrower shall deliver such certificate in
     accordance with the provisions of Section 6.04(c).

           (d) Interest on each Loan shall be payable on the Interest Payment
     Dates applicable to such Loan except as otherwise provided in this
     Agreement. The applicable ABR Spread or LIBOR Spread for each Interest
     Period or day within an Interest Period, as the case may be, shall be
     determined by the Agent, and such determination shall be presumptively
     correct absent manifest error.

           SECTION 2.07. Default Interest. If the Borrower shall default in
     the payment of the principal of or interest on any Loan or any other
     amount becoming due hereunder or under any Security Document, by
     acceleration or otherwise, the Borrower shall on demand from time to
     time pay interest, to the extent permitted by law, on such defaulted
     amount up to (but not including) the date of actual payment (after as
     well as before judgment) at a rate per annum (the  Default Rate )
     (computed on the basis of the actual number of days elapsed over a year
     of 360 days) equal to (a) in the case of any Loan, the rate applicable
     to such Loan under Section 2.06 plus 2% per annum and (b) in the case of
     any other amount, the rate that would be applicable to an ABR Loan under
     Section 2.06 plus 2% per annum. 

           SECTION 2.08. Alternate Rate of Interest. In the event, and on
     each occasion, that on the day two Business Days prior to the
     commencement of any Interest Period for a Eurodollar Borrowing the Agent
     shall have determined that dollar deposits in the principal amounts of
     the Loans comprising such Borrowing are not generally available in the
     London interbank market, or that the rates at which such dollar deposits
     are being offered will not adequately and fairly reflect the cost to any
     Lender of making or maintaining its Eurodollar Loan during such Interest
     Period, or that reasonable means do not exist for ascertaining the
     Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter,
     give written or telex notice of such determination to the Borrower and
     the Lenders. In the event of any such determination, any request by the
     Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10
     shall, until the Agent shall have advised the Borrower and the Lenders
     that the circumstances giving rise to such notice no longer exist, be
     deemed to be a request for an ABR Borrowing. Each determination by the
     Agent hereunder shall be conclusive absent manifest error.

           SECTION 2.09. Termination and Reduction of Commitments. (a) The
     Term Loan Commitments shall be automatically terminated at 5:00 p.m.,
     New York City time, on the Closing Date. The Revolving Credit
     Commitments and the LC Commitment shall be automatically terminated at
     5:00 p.m., New York City time, on the Maturity Date and the LC Maturity
     Date, respectively. Notwithstanding the foregoing, all the Commitments
     and the LC Commitment shall be automatically terminated at 5:00 p.m.,
     New York City time, on August 31, 1994, if the initial borrowing under
     the Facilities has not occurred by such time.

           (b) Upon at least three Business Days' prior irrevocable written
     or telex notice to the Agent, the Borrower may at any time in whole
     permanently terminate, or from time to time in part permanently reduce,
     the Revolving Credit Commitments; provided, however, that (i) each
     partial reduction of the Revolving Credit Commitments shall be in an
     integral multiple of $1,000,000 and in a minimum principal amount of
     $3,000,000 and (ii) the Borrower shall not be permitted to terminate or
     reduce the Revolving Credit Commitments if, as the result of such
     termination or reduction, (A) the LC Commitment would exceed the
     aggregate remaining amount of the Revolving Credit Commitments or
     (B) the Revolving Credit Utilization would exceed the aggregate
     remaining Revolving Credit Commitments. The LC Commitment may be
     voluntarily terminated or reduced by the Borrower as provided in
     Section 3.07.

           (c) Each reduction in the Revolving Credit Commitments and the LC
     Commitment hereunder shall be made ratably among the applicable Lenders
     in accordance with their respective applicable Commitments. The Borrower
     shall pay to the Agent for the account of the applicable Lenders, on the
     date of each termination or reduction, the Commitment Fees on the amount
     of the Commitments so terminated or reduced accrued to but excluding the
     date of such termination or reduction.

           SECTION 2.10. Conversion and Continuation of Term Borrowings. The
     Borrower shall have the right at any time (subject to Section 2.08) upon
     prior irrevocable notice to the Agent (i) not later than 12:00 noon, New
     York City time, on the Business Day of such conversion, to convert any
     Eurodollar Term Borrowing into an ABR Term Borrowing, (ii) not later
     than 10:00 a.m., New York City time, three Business Days prior to
     conversion or continuation, to convert any ABR Term Borrowing into a
     Eurodollar Term Borrowing or to continue any Eurodollar Term Borrowing
     as a Eurodollar Term Borrowing for an additional Interest Period and
     (iii) not later than 10:00 a.m., New York City time, three Business Days
     prior to conversion, to convert the Interest Period with respect to any
     Eurodollar Term Borrowing to another permissible Interest Period,
     subject in each case to the following:

                 (a) each conversion or continuation shall be made pro rata
           among the Lenders in accordance with the respective principal
           amounts of the Loans comprising the converted or continued Term
           Borrowing;

                 (b) if less than all the outstanding principal amount of any
           Term Borrowing shall be converted or continued, the aggregate
           principal amount of such Term Borrowing converted or continued
           shall be an integral multiple of $1,000,000 and not less than
           $3,000,000;

                 (c) each conversion shall be effected by each Lender by
           applying the proceeds of the new Term Loan of such Lender
           resulting from such conversion to the Term Loan (or portion
           thereof) of such Lender being converted, and accrued interest on a
           Term Loan (or portion thereof) being converted shall be paid by
           the Borrower at the time of conversion;

                 (d) if any Eurodollar Term Borrowing is converted at a time
           other than the end of the Interest Period applicable thereto, the
           Borrower shall pay, upon demand, any amounts due to the Lenders
           pursuant to Section 2.16;

                 (e) any portion of a Term Borrowing maturing or required to
           be repaid in less than one month may not be converted into or
           continued as a Eurodollar Term Borrowing;

                 (f) any portion of a Eurodollar Term Borrowing that cannot
           be converted into or continued as a Eurodollar Term Borrowing by
           reason of subparagraph (e) above shall be automatically converted
           at the end of the Interest Period in effect for such Borrowing
           into an ABR Term Borrowing; and

                 (g) no Interest Period may be selected for any Eurodollar
           Term Borrowing that would end later than a Term Loan Repayment
           Date occurring on or after the first day of such Interest Period
           if, after giving effect to such selection, the aggregate
           outstanding amount of (i) the Eurodollar Term Borrowings with
           Interest Periods ending on or prior to such Term Loan Repayment
           Date and (ii) the ABR Term Borrowings would not be at least equal
           to the principal amount of Term Borrowings to be paid on such Term
           Loan Repayment Date.

           Each notice pursuant to this Section 2.10 shall be irrevocable and
     shall refer to this Agreement and specify (i) the identity and amount of
     the Term Borrowing that the Borrower requests be converted or continued,
     (ii) whether such Term Borrowing is to be converted to or continued as a
     Eurodollar Term Borrowing or an ABR Term Borrowing, (iii) if such notice
     requests a conversion, the date of such conversion (which shall be a
     Business Day) and (iv) if such Term Borrowing is to be converted to or
     continued as a Eurodollar Term Borrowing, the Interest Period with
     respect thereto. If no Interest Period is specified in any such notice
     with respect to any conversion to or continuation as a Eurodollar Term
     Borrowing, the Borrower shall be deemed to have selected an Interest
     Period of one month's duration. The Agent shall advise the other Lenders
     of any notice given pursuant to this Section 2.10 and of each Lender's
     portion of any converted or continued Term Borrowing. If the Borrower
     shall not have given notice in accordance with this Section 2.10 to
     continue any Term Borrowing into a subsequent Interest Period (and shall
     not otherwise have given notice in accordance with this Section 2.10 to
     convert such Term Borrowing), such Term Borrowing shall, at the end of
     the Interest Period applicable thereto (unless repaid pursuant to the
     terms hereof), automatically be continued into a new Interest Period as
     an ABR Term Borrowing.

           SECTION 2.11. Repayment of Term Borrowings. (a) The Borrower shall
     pay to the Agent, for the account of the Lenders, on each date  set
     forth below (each such date being a  Term Loan Repayment Date ) a
     principal amount of the Term Loans (such amount, as adjusted from time
     to time pursuant to Sections 2.12(b) and 2.13(e), being called the  Term
     Loan Repayment Amount ) equal to the amount set forth below for such
     date, together in each case with accrued and unpaid interest on the
     principal amount to be paid to but excluding the date of such payment:

                                Date:                Amount:

                    December 31, 1994            $  8,000,000
                      June 30, 1995                 9,000,000
                    December 31, 1995              10,000,000
                      June 30, 1996                11,000,000
                    December 31, 1996              12,000,000
                      June 30, 1997                14,500,000
                    December 31, 1997              15,500,000
                      June 30, 1998                15,500,000
                    December 31, 1998              15,500,000
                      June 30, 1999                17,500,000
                    December 31, 1999              17,500,000

     On each Term Loan Repayment Date, the Agent shall apply the Term Loan
     Repayment Amount paid to the Agent to pay the Term Loans.

           (b) To the extent not previously paid, all Term Borrowings shall
     be due and payable on the Maturity Date, together with accrued and
     unpaid interest on the principal amount to be paid to but excluding the
     date of payment.

           (c) All repayments pursuant to this Section 2.11 shall be subject
     to Section 2.16, but shall otherwise be without premium or penalty.

           SECTION 2.12. Optional Prepayment. (a) The Borrower shall have the
     right at any time and from time to time to prepay (i) Revolving Credit
     Borrowings and (ii) Term Borrowings, in each case in whole or in part,
     upon (A) in the case of prepayments of ABR Revolving Loans, at least
     same-day prior written or telex notice (or telephone notice promptly
     confirmed by written or telex notice) to the Agent and (B) in the case
     of all other loans,  at least three Business Days' prior written or
     telex notice (or telephone notice promptly confirmed by written or telex
     notice) to the Agent; provided, however, that each partial prepayment
     shall be in an amount that is an integral multiple of $500,000 and not
     less than $1,000,000. 

           (b) Each prepayment of principal of the Term Borrowings pursuant
     to paragraph (a) above shall be applied pro rata to reduce the scheduled
     payments of principal due under Section 2.11(a) after the date of such
     prepayment, provided that prepayments of principal of the Term
     Borrowings pursuant to paragraph (a) above with the proceeds of the
     issuance of equity securities by the Borrower after the Closing Date
     will be applied to reduce the scheduled payments of principal due under
     Section 2.11(a) after the date of such prepayment in the order of
     maturity. 

           (c) Each notice of prepayment shall specify (i) the amount to be
     prepaid, (ii) the prepayment date, (iii) whether the prepayment relates
     to  Revolving Credit Borrowings or to Term Borrowings and (iv) the
     principal amount to be prepaid of (A) Revolving Credit Borrowings (or
     portion thereof) or (B) Term Borrowings (or portion thereof). Each such
     notice shall be irrevocable and shall commit the Borrower to prepay such
     obligations by the amount specified therein on the date specified
     therein. All prepayments of Borrowings under this Section 2.12 shall be
     subject to Section 2.16 but otherwise without premium or penalty. All
     prepayments under this Section 2.12 shall be accompanied by accrued
     interest on the principal amount being prepaid to but excluding the date
     of payment.

           (d) No optional prepayment of Term Borrowings made by the Borrower
     pursuant to this Section 2.12 shall reduce the Borrower's obligation to
     make mandatory prepayments pursuant to Section 2.13(c) or
     Section 2.13(d).

           SECTION 2.13. Mandatory Prepayments. (a) On the date of any
     termination or reduction of the Revolving Credit Commitments pursuant to
     Section 2.09, the Borrower shall pay or prepay so much of the  Revolving
     Credit Borrowings as shall be necessary in order that (i) the aggregate
     principal amount of the  Revolving Loans outstanding at such time will
     not exceed (ii) the aggregate Revolving Credit Commitments (after giving
     effect to such termination or reduction) less the aggregate LC Exposure
     at such time.

           (b) In the event and on each occasion that the Revolving Credit
     Utilization exceeds the then-current Borrowing Base, the Borrower shall
     forthwith pay or prepay Revolving Credit Borrowings in a principal
     amount at least equal to such excess; provided, however, that if the
     aggregate principal amount of Revolving Credit Borrowings then
     outstanding is less than the amount of such excess (because of any
     LC Exposure), the Borrower shall, to the extent of any remaining excess
     (after the prepayment of Revolving Credit Borrowings), replace
     outstanding Letters of Credit and/or deposit an amount in cash in a cash
     collateral account established with the Agent for the benefit of the
     Secured Parties.

           (c) In the event and on each occasion that a Prepayment Event
     occurs, the Borrower shall apply (i) in the case of any Prepayment Event
     other than a Prepayment Event arising solely from the issuance or
     incurrence by the Borrower of any Specified Permitted Debt,  an amount
     equal to 100% of the Net Cash Proceeds  therefrom or (ii) in the case of
     a Prepayment Event arising solely from the issuance or incurrence by the
     Borrower of any Specified Permitted Debt, (A) 100% of the Net Cash
     Proceeds from the first $75,000,000 of Specified Permitted Debt issued
     after the Closing Date, (B) 75% of the Net Cash Proceeds from the next
     $25,000,000 of Specified Permitted Debt issued after the Closing Date
     and (C) 50% of the Net Cash Proceeds from any other Specified Permitted
     Debt, in each case to prepay obligations outstanding under this
     Agreement  in accordance with this paragraph (c). Substantially
     simultaneously with (and in any event not later than the Business Day
     next following) the occurrence of a Prepayment Event, the Borrower
     shall pay to the Agent (for application to the prepayment of obligations
     outstanding under this Agreement in accordance with paragraph (e) below)
     an amount equal to the percentage  of the Net Cash Proceeds from such
     Prepayment Event specified in the preceding sentence.

           (d) No later than the earlier of (i) 105 days after the end of
     each fiscal year, commencing with the fiscal year ending on December 31,
     1994, and (ii) the date on which the financial statements with respect
     to such period are delivered pursuant to 6.04(a), the Borrower shall
     prepay obligations outstanding under this Agreement in accordance with
     paragraph (e) below in an aggregate principal amount equal to the Excess
     Cash Flow Percentage (as defined below) of Excess Cash Flow for such
     period. The  Excess Cash Flow Percentage shall equal (i) 75% for any
     fiscal year if at the end of such fiscal year the outstanding principal
     amount of the Term Loans exceeds $87,600,000 and (ii) 50% for any other
     fiscal year.

           (e) Mandatory prepayments of outstanding obligations under this
     Agreement made by the Borrower pursuant to paragraphs (c) and (d) above
     and paragraph  (g) below shall be applied first, to prepay scheduled
     payments of principal due on the Term Borrowings under Section 2.11(a)
     after the date of such prepayment in the manner described in the
     immediately following sentence and second, to prepay Revolving Credit
     Borrowings. Each such mandatory prepayment of principal of the Term
     Borrowings  shall be applied pro rata to reduce the scheduled payments
     of principal due under Section 2.11(a) after the date of such
     prepayment.

           (f) In addition to, and not in limitation of, the obligations of
     the Borrower under paragraphs (a), (b), (c) and (d) of this
     Section 2.13, the Borrower shall pay or prepay so much of the Revolving
     Credit Borrowings as shall be necessary in order that the aggregate
     principal amount of Revolving Loans outstanding does not exceed
     $20,000,000 for a period of at least 30 consecutive days during the
     period from and including January 1 of each calendar year to but
     excluding April 1 of each calendar year, commencing with the calendar
     year 1995.

           (g) The Borrower shall deliver to the Agent, (i) at the time of
     each prepayment required under paragraph (c) or paragraph (d) of this
     Section 2.13, a certificate signed by a Financial Officer of the
     Borrower setting forth in reasonable detail the calculation of the
     amount of such prepayment and (ii) at least three Business Days prior to
     the time of each prepayment required under this Section 2.13 (if known
     at such time), a notice of such prepayment.  Each required notice of
     prepayment shall specify the prepayment date, the Type of each Borrowing
     being prepaid and the principal amount of each Borrowing (or portion
     thereof) to be prepaid, shall be irrevocable and shall commit the
     Borrower to prepay such obligations by the amount stated therein on the
     date stated therein. All prepayments of Borrowings under this
     Section 2.13 shall be subject to Section 2.16, but shall otherwise be
     without premium or penalty. All prepayments of Borrowings under this
     Section 2.13 (other than prepayments pursuant to paragraph (d) above)
     shall be accompanied by accrued interest on the principal amount being
     prepaid to but excluding the date of payment. All prepayments of
     Borrowings pursuant to paragraph (d) of this Section 2.13  shall be
     applied first to the payment of accrued interest and then to the payment
     of principal.

           (h) Net Cash Proceeds and such other amounts to be applied
     pursuant to this Section 2.13 to the prepayment of Term Borrowings and
     Revolving Credit Borrowings shall be applied, as applicable, first to
     reduce outstanding ABR Term Borrowings and ABR Revolving Credit
     Borrowings. Any amounts remaining after each such application shall, at
     the option of the Borrower, be applied to prepay Eurodollar Term
     Borrowings or Eurodollar Revolving Credit Borrowings, as the case may
     be, immediately or shall be deposited in the Prepayment Account (as
     defined below). The Agent shall apply any cash deposited in the
     Prepayment Account (i) allocable to Term Borrowings to prepay Eurodollar
     Term Borrowings and (ii) allocable to Revolving Credit Borrowings to
     prepay Eurodollar Revolving Credit Borrowings, in each case on the last
     day of their respective Interest Periods (or, at the direction of the
     Borrower, on any earlier date) until all outstanding Term Borrowings or
     Revolving Credit Borrowings, as the case may be, have been prepaid or
     until all the allocable cash on deposit with respect to such Borrowings
     has been exhausted. For purposes of this Agreement,the term   Prepayment
     Account  shall mean an account established by the Borrower with the
     Agent and over which the Agent shall have exclusive dominion and
     control, including the exclusive right of withdrawal for application in
     accordance with this paragraph (h). The Agent will, at the request of
     the Borrower, invest amounts on deposit in the Prepayment Account in
     Permitted Investments maturing prior to the last day of the applicable
     Interest Periods of the Eurodollar Term Borrowings or Eurodollar
     Revolving Credit Borrowings to be prepaid, as the case may be; provided,
     however, that (i) the Agent shall not be required to make any investment
     that, in its sole judgment, would require or cause the Agent to be in,
     or would result in any, violation of any law, statute, rule or
     regulation and (ii) the Agent shall have no obligation to invest amounts
     on deposit in the Prepayment Account if a Default or Event of Default
     shall have occurred and be continuing. The Borrower shall indemnify the
     Agent for any losses relating to the investments so that the amount
     available to prepay Eurodollar Borrowings on the last day of the
     applicable Interest Periods is not less than the amount that would have
     been available had no investments been made pursuant thereto. Other than
     any interest earned on such investments, the Prepayment Account shall
     not bear interest. Interest or profits, if any, on such investments
     shall be deposited in the Prepayment Account and reinvested as specified
     above. If the maturity of the Loans has been accelerated pursuant to
     Article VIII, the Agent may, in its sole discretion, apply all amounts
     on deposit in the Prepayment Account to satisfy any of the Obligations.
     The Borrower hereby grants to the Agent, for its benefit and the benefit
     of the Fronting Bank and the Lenders, a security interest in the
     Prepayment Account to secure the Obligations.

           SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
     Notwithstanding any other provision herein, if after the date of this
     Agreement any change in applicable law or regulation or in the
     interpretation or administration thereof by any governmental authority
     charged with the interpretation or administration thereof (whether or
     not having the force of law) shall change the basis of taxation of
     payments to any Lender or the Fronting Bank of the principal of or
     interest on any Eurodollar Loan made by such Lender or any Letter of
     Credit reimbursement obligations, Fees or other amounts payable
     hereunder (other than changes in respect of income and franchise taxes
     imposed on such Lender or the Fronting Bank by the jurisdiction in which
     such Lender or the Fronting Bank is organized or has its principal
     office or by any political subdivision or taxing authority thereof or
     therein), or shall impose, modify or deem applicable any reserve,
     special deposit or similar requirement against assets of, deposits with
     or for the account of or credit extended by such Lender or the Fronting
     Bank (except any such reserve requirement that is reflected in the
     Adjusted LIBO Rate or in the Alternate Base Rate) or shall impose on
     such Lender or the Fronting Bank or the London interbank market any
     other condition affecting this Agreement or Eurodollar Loans made by
     such Lender or any Letter of Credit issued hereunder, and the result of
     any of the foregoing shall be to increase the cost to such Lender of
     making or maintaining any Eurodollar Loan or increase the cost of
     issuing or maintaining any Letter of Credit or to reduce the amount of
     any sum received or receivable by such Lender or the Fronting Bank
     hereunder (whether of principal, interest or otherwise) by an amount
     deemed by such Lender or the Fronting Bank to be material, then the
     Borrower will pay to such Lender or the Fronting Bank following receipt
     of a certificate of such Lender or the Fronting Bank to such effect in
     accordance with Section 2.14(c) such additional amount or amounts as
     will compensate such Lender or the Fronting Bank on an after-tax basis
     for such additional costs incurred or reduction suffered.

           (b) If any Lender or the Fronting Bank shall have determined that
     the adoption after the date hereof of any  law, rule, regulation,
     agreement or guideline regarding capital adequacy, or any change in any
     of the foregoing or in the interpretation or administration of any of
     the foregoing by any governmental authority, central bank or comparable
     agency charged with the interpretation or administration thereof, or
     compliance by any Lender (or any lending office of such Lender) or the
     Fronting Bank or any Lender's or the Fronting Bank's holding company
     with any request or directive regarding capital adequacy issued under
     any law, rule, regulation or guideline (whether or not having the force
     of law) of any such authority, central bank or comparable agency, has or
     would have the effect of reducing the rate of return on such Lender's or
     the Fronting Bank's capital or on the capital of such Lender's or the
     Fronting Bank's holding company, if any, as a consequence of this
     Agreement or the Loans made by such Lender or the Letters of Credit
     issued by the Fronting Bank pursuant hereto to a level below that which
     such Lender or the Fronting Bank or such Lender's or the Fronting Bank's
     holding company could have achieved but for such applicability,
     adoption, change or compliance (taking into consideration such Lender's
     or the Fronting Bank's policies and the policies of such Lender's or the
     Fronting Bank's holding company with respect to capital adequacy) by an
     amount deemed by such Lender or the Fronting Bank to be material, then
     from time to time the Borrower shall pay to such Lender or the Fronting
     Bank such additional amount or amounts as will compensate such Lender or
     the Fronting Bank or such Lender's or the Fronting Bank's holding
     company on an after-tax basis for any such reduction suffered. 
     Notwithstanding any other provision in this paragraph (b), no Lender or
     the Fronting Bank shall be entitled to demand compensation pursuant to
     this paragraph (b) if it shall not be the general practice of such
     Lender or the Fronting Bank, as applicable, to demand such compensation
     in similar circumstances under comparable provisions of other comparable
     credit agreements.

           (c) A certificate of each Lender or the Fronting Bank setting
     forth such amount or amounts as shall be necessary to compensate such
     Lender or the Fronting Bank or its holding company as specified in
     paragraph (a) or (b) above, as the case may be, and setting forth in
     reasonable detail an explanation of the basis of requesting such
     compensation in accordance with paragraph (a) or (b) above, including
     calculations in reasonable detail, shall be delivered to the Borrower
     and shall be conclusive absent manifest error. The Borrower shall pay
     each Lender or the Fronting Bank the amount shown as due on any such
     certificate delivered by it within 10 days after its receipt of the
     same.

           (d) Failure on the part of any Lender or the Fronting Bank to
     demand compensation for any increased costs or reduction in amounts
     received or receivable or reduction in return on capital with respect to
     any period shall not constitute a waiver of such Lender's or the
     Fronting Bank's right to demand compensation with respect to such period
     or any other period, except that no Lender or the Fronting Bank shall be
     entitled to compensation under this Section 2.14 for any costs incurred
     or reduction suffered with respect to any date unless such Lender or the
     Fronting Bank, as applicable, shall have notified the Borrower that it
     will demand compensation for such costs or reductions under paragraph
     (c) above, not more than six months after the later of (i) such date and
     (ii) the date on which such Lender or the Fronting Bank, as applicable,
     shall have become aware of such costs or reductions. The protection of
     this Section 2.14 shall be available to each Lender or the Fronting Bank
     regardless of any possible contention of the invalidity or
     inapplicability of the law, rule, regulation, guideline or other change
     or condition that shall have occurred or been imposed.

           (e)  Each Lender and the Fronting Bank will, at the request of the
     Borrower, designate a different lending office if such designation
     (i) will avoid the need for, or minimize the amount of, any compensation
     to which such Lender or the Fronting Bank is entitled pursuant to this
     Section 2.14 and (ii) will not, in the sole judgment of such Lender or
     the Fronting Bank, be otherwise disadvantageous to such Lender or the
     Fronting Bank, as the case may be.

           SECTION 2.15. Change in Legality. (a) Notwithstanding any other
     provision herein, if any change in any law or regulation or in the
     interpretation thereof by any governmental authority charged with the
     administration or interpretation thereof shall make it unlawful for any
     Lender to make or maintain any Eurodollar Loan or to give effect to its
     obligations as contemplated hereby with respect to any Eurodollar Loan,
     then, by written notice to the Borrower and to the Agent, such Lender
     may:

                 (i) declare that Eurodollar Loans will not thereafter be
           made by such Lender hereunder, whereupon any request by the
           Borrower for a Eurodollar Borrowing shall, as to such Lender only,
           be deemed a request for an ABR Loan unless such declaration shall
           be subsequently withdrawn; and

                 (ii) require that all outstanding Eurodollar Loans made by
           it be converted to ABR Loans, in which event all such Eurodollar
           Loans shall be automatically converted to ABR Loans as of the
           effective date of such notice as provided in paragraph (b) below.

     In the event any Lender shall exercise its rights under (i) or (ii)
     above, all payments and prepayments of principal that would otherwise
     have been applied to repay the Eurodollar Loans that would have been
     made by such Lender or the converted Eurodollar Loans of such Lender
     shall instead be applied to repay the ABR Loans made by such Lender in
     lieu of, or resulting from the conversion of, such Eurodollar Loans.

           (b) For purposes of this Section 2.15, a notice to the Borrower by
     any Lender shall be effective as to each Eurodollar Loan, if lawful, on
     the last day of the Interest Period currently applicable to such
     Eurodollar Loan; in all other cases such notice shall be effective on
     the date of receipt by the Borrower.

           SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
     against any loss or expense that such Lender may sustain or incur as a
     consequence of (a) any failure by the Borrower to fulfill on the date of
     any borrowing hereunder the applicable conditions set forth in
     Article V, (b) any failure by the Borrower to borrow or to refinance,
     convert or continue any Loan hereunder after irrevocable notice of such
     borrowing, refinancing, conversion or continuation has been given
     pursuant to Section 2.03 or 2.10, (c) any payment, prepayment or
     conversion of a Eurodollar Loan required by any other provision of this
     Agreement or otherwise made or deemed made on a date other than the last
     day of the Interest Period applicable thereto, (d) any default in
     payment or prepayment of the principal amount of any Loan or any part
     thereof or interest accrued thereon, as and when due and payable (at the
     due date thereof, whether by scheduled maturity, acceleration,
     irrevocable notice of prepayment or otherwise) or (e) the occurrence of
     any Event of Default, including, in each such case, any loss or
     reasonable expense sustained or incurred or to be sustained or incurred
     in liquidating or employing deposits from third parties acquired to
     effect or maintain such Loan or any part thereof as a Eurodollar Loan.
     Such loss or reasonable expense shall include an amount equal to the
     excess, if any, as reasonably determined by such Lender of (a) its cost
     of obtaining the funds for the Loan being paid, prepaid, converted or
     not borrowed, converted or continued (assumed to be the Adjusted LIBO
     Rate applicable thereto) for the period from and including the date of
     such payment, prepayment, conversion or failure to borrow, convert or
     continue to but excluding the last day of the Interest Period for such
     Loan (or, in the case of a failure to borrow, convert or continue, the
     Interest Period for such Loan that would have commenced on the date of
     such failure) over (b) the amount of interest (as reasonably determined
     by such Lender) that would be realized by such Lender in reemploying the
     funds so paid, prepaid, converted or not borrowed, converted or
     continued for such period or Interest Period, as the case may be. A
     certificate of any Lender setting forth any amount or amounts that such
     Lender is entitled to receive pursuant to this Section 2.16 shall be
     delivered to the Borrower and shall be conclusive absent manifest error.

           SECTION 2.17. Pro Rata Treatment. Except as required under Section
     2.15, each Borrowing, each payment or prepayment of principal of any
     Borrowing, each payment of interest on the Loans, each payment of the
     Commitment Fees, each payment of the LC Fees, each reduction of the Term
     Loan Commitments or the Revolving Credit Commitments and each
     refinancing of any Borrowing with, conversion of any Borrowing to or
     continuation of any Borrowing as a Borrowing of any Type shall be
     allocated pro rata among the Lenders in accordance with their respective
     applicable Commitments (or, if such Commitments shall have expired or
     been terminated, in accordance with the respective principal amounts of
     their applicable outstanding Loans). Each Lender agrees that in
     computing such Lender's portion of any Borrowing to be made hereunder,
     the Agent may, in its discretion, round each Lender's percentage of such
     Borrowing, computed in accordance with Section 2.01, to the next higher
     or lower whole dollar amount.

           SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it
     shall, through the exercise of a right of banker's lien, setoff or
     counterclaim against the Borrower, or pursuant to a secured claim under
     Section 506 of Title 11 of the United States Code or other security or
     interest arising from, or in lieu of, such secured claim, received by
     such Lender under any applicable bankruptcy, insolvency or other similar
     law or otherwise, or by any other means, obtain payment (voluntary or
     involuntary) in respect of any Loan or Loans or LC Exposure as a result
     of which the unpaid principal portion of its Loans or its LC Exposure
     shall be proportionately less than the unpaid principal portion of the
     Loans of any other Lender or any other Lender's LC Exposure, such Lender
     shall be deemed simultaneously to have purchased from such other Lender
     at face value, and shall promptly pay to such other Lender the purchase
     price for, a participation in the Loans of such other Lender or the
     LC Exposure of such other Lender, so that the aggregate unpaid principal
     amount of the Loans, LC Exposures and participation in Loans and LC
     Exposures held by each Lender shall be in the same proportion to the
     aggregate unpaid principal amount of all Loans and LC Exposures then
     outstanding as the principal amount of such Lender's Loans and LC
     Exposures prior to such exercise of banker's lien, setoff or
     counterclaim or other event was to the principal amount of all Loans and
     LC Exposures outstanding prior to such exercise of banker's lien, setoff
     or counterclaim or other event; provided, however, that, if any such
     purchase or purchases or adjustments shall be made pursuant to this
     Section 2.18 and the payment giving rise thereto shall thereafter be
     recovered, such purchase or purchases or adjustments shall be rescinded
     to the extent of such recovery and the purchase price or prices or
     adjustment restored without interest. The Borrower expressly consents to
     the foregoing arrangements and agrees that any Lender holding a
     participation in a Loan or LC Exposure deemed to have been so purchased
     may exercise any and all rights of banker's lien, setoff or counterclaim
     with respect to any and all moneys owing by the Borrower to such Lender
     by reason thereof as fully as if such Lender had made a Loan directly to
     the Borrower in the amount of such participation.

           SECTION 2.19. Payments. (a) Except as provided in Section 2.05(d),
     the Agent shall have received evidence that the Borrower has made each
     payment (including principal of or interest on any Borrowing or any Fees
     or other amounts) hereunder and under any other Loan Document not later
     than 12:00 noon, New York City time, on the date when due in dollars to
     the Agent (for the account of the Agent, the Fronting Bank or the
     Lenders, as the case may be), at its offices at 270 Park Avenue, New
     York, New York, in immediately available funds. The Agent shall promptly
     remit in dollars to the Agent, the Fronting Bank or the Lenders, as the
     case may be, its share of such payments received by the Agent.

           (b) Whenever any payment (including principal of or interest on
     any Borrowing or any Fees or other amounts) hereunder or under any other
     Loan Document shall become due, or otherwise would occur, on a day that
     is not a Business Day, such payment may be made on the next succeeding
     Business Day, and such extension of time shall in such case be included
     in the computation of interest or Fees, if applicable.

           SECTION 2.20. Taxes. (a) Any and all payments by the Borrower
     hereunder shall be made, in accordance with Section 2.19, free and clear
     of and without deduction for any and all current or future taxes,
     levies, imposts, deductions, charges or withholdings, and all
     liabilities with respect thereto, excluding taxes imposed on the net
     income of the Agent, the Fronting Bank or any Lender (or any transferee
     or assignee thereof, including a participation holder (any such entity
     being called a  Transferee )) and franchise taxes imposed on the Agent,
     the Fronting Bank or any Lender (or Transferee), in each case by the
     United States or any jurisdiction under the laws of which the Agent, the
     Fronting Bank or any such Lender (or Transferee) is organized or has its
     principal office or lending office or any political subdivision or
     taxing authority thereof or therein (all such nonexcluded taxes, levies,
     imposts, deductions, charges, withholdings and liabilities being
     hereinafter referred to as  Taxes ). If any Taxes are required to be
     deducted from or in respect of any sum payable hereunder to any Lender
     (or any Transferee), the Agent or the Fronting Bank, (i) the sum payable
     shall be increased by the amount necessary so that after making all
     required deductions (including deductions applicable to additional sums
     payable under this Section 2.20) such Lender (or Transferee), the Agent
     or the Fronting Bank (as the case may be) shall receive an amount equal
     to the sum it would have received had no such deductions been made,
     (ii) the Borrower shall make such deductions and (iii) the Borrower
     shall pay the full amount deducted to the relevant taxing authority or
     other Governmental Authority in accordance with applicable law;
     provided, however, that no Transferee of any Lender shall be entitled to
     receive any greater payment under this paragraph (a) than such Lender
     would have been entitled to receive with respect to the rights assigned,
     participated or otherwise transferred unless (x) such assignment,
     participation or transfer shall have been made at a time when the
     circumstances (including a Change of Law as defined in Section 2.20(f))
     giving rise to such greater payment did not exist or had not yet
     occurred or (y) such assignment, participation or transfer shall have
     been at the request of the Borrower.

           (b) In addition, the Borrower agrees to pay any current or future
     stamp, intangible or documentary taxes or any other excise or property
     taxes, charges or similar levies (including, without limitation,
     mortgage recording taxes and similar fees) that arise from any payment
     made hereunder or from the execution, delivery or registration of, or
     otherwise with respect to, this Agreement or any other Loan Document
     (hereinafter referred to as  Other Taxes ).

           (c) The Borrower will indemnify each Lender (or Transferee), the
     Agent and the Fronting Bank for the full amount of Taxes and Other Taxes
     (including any Taxes or Other Taxes on amounts payable under this
     Section 2.20) paid by such Lender (or Transferee), the Agent or the
     Fronting Bank, as the case may be, and any liability (including
     penalties, interest and expenses) arising therefrom or with respect
     thereto, whether or not such Taxes or Other Taxes were correctly or
     legally asserted by the relevant taxing authority or other Governmental
     Authority; provided, however, that the Borrower shall not indemnify any
     Lender (or Transferee), the Agent or the Fronting Bank for Taxes,
     penalties, additions to tax, interest and expenses arising as a result
     of its own wilful misconduct or gross negligence.  Such indemnification
     shall be made within 30 days after the date any Lender (or Transferee),
     the Agent or the Fronting Bank, as the case may be, makes written demand
     therefor and provides the Borrower with either a copy of any assessment
     thereof from the relevant taxing authority (deleting any confidential
     information contained therein) or proof of payment of a tax for which
     the Borrower is liable hereunder.  If a Lender (or Transferee), the
     Agent or the Fronting Bank shall become aware that it is entitled to
     receive a refund (including interest and penalties, if any) in respect
     of Taxes or Other Taxes as to which it has been indemnified by the
     Borrower pursuant to this Section 2.20, it shall promptly notify the
     Borrower of the availability of such refund (including interest and
     penalties, if any) and shall, within 30 days after receipt of a request
     by the Borrower, apply for such refund at the Borrower's expense. If a
     Lender (or Transferee), the Agent or the Fronting Bank shall become
     aware that it is entitled to receive a refund (including interest and
     penalties, if any) in respect of any Taxes or Other Taxes as to which it
     has been indemnified by the Borrower pursuant to this Section 2.20, it
     shall promptly notify the Borrower of the availability of such refund
     (including interest and penalties, if any) and shall, within 30 days
     after receipt of  a request by the Borrower, apply for such refund at
     the Borrower's expense.  If any Lender (or Transferee), the Agent or the
     Fronting Bank receives a refund (including interest and penalties, if
     any) in respect of any Taxes or Other Taxes as to which it has been
     indemnified by the Borrower pursuant to this Section 2.20, it shall
     promptly notify the Borrower of such refund and shall, within 15 days of
     receipt, repay such refund to the Borrower (but only to the extent of
     amounts that have been paid by the Borrower under this Section 2.20 with
     respect to such refund and not reimbursed),  net of all out-of-pocket
     expenses of such Lender, the Agent or the Fronting Bank and without any
     interest (other than the interest, if any, included in such refund);
     provided, however, that the Borrower, upon the request of such Lender
     (or Transferee), the Agent or the Fronting Bank, agrees to return such
     refund (plus penalties, interest or other charges) to such Lender (or
     Transferee), the Agent or the Fronting Bank in the event such Lender (or
     Transferee), the Agent or the Fronting Bank is required to repay such
     refund.  The Borrower shall return such refund within 30 days after such
     Lender (or Transferee), the Agent or the Fronting Bank provides the
     Borrower with a copy of any notice or assessment from the relevant
     taxing authority (deleting any confidential information contained
     therein) requiring repayment of such refund.  Nothing contained in this
     paragraph (c) shall require any Lender (or Transferee), the Agent or the
     Fronting Bank to make available any of its tax returns (or any other
     information relating to its taxes that it deems to be confidential).

           (d) Within 30 days after the date of any payment of Taxes or Other
     Taxes withheld by the Borrower in respect of any payment to any Lender
     (or Transferee), the Agent or the Fronting Bank, the Borrower will
     furnish to the Agent, such Lender (or Transferee) or the Fronting Bank,
     at its respective address referred to in Section 10.01, the original or
     a certified copy of a receipt evidencing payment thereof or other
     evidence of such payment reasonably satisfactory to such Lender (or
     Transferee), the Agent or the Fronting Bank, as the case may be.

           (e) Without prejudice to the survival of any other agreement
     contained herein, the agreements and obligations contained in this
     Section 2.20 shall survive the payment in full of the principal of and
     interest on all Loans made hereunder until the expiration of the
     relevant statute of limitations.

           (f) Each of the Agent, the Fronting Bank and any Lender (or
     Transferee) that is not incorporated or otherwise formed under the laws
     of the United States of America or a state thereof (a  Non-U.S. Person )
     agrees that, within one month after the Closing Date or, if later, the
     date it becomes a Lender (or Transferee), the Agent or the Fronting Bank
     hereunder, it will deliver to each of the Borrower and the Agent one
     duly completed copy of United States Internal Revenue Service Form 1001
     or 4224, or, in the case of any Lender (or Transferee) exempt from
     United States Federal withholding tax pursuant to Sections 871(h) or
     881(c) of the Code, Form W-8, or any successor applicable form (a  Form
     1001, 4224 or W-8 ), as the case may be, certifying in each case that
     such Lender (or Transferee), the Agent or the Fronting Bank is entitled
     to receive payments hereunder payable to it without deduction or
     withholding of any United States Federal income taxes, or subject to a
     reduced rate thereof.  Each of the Agent, the Fronting Bank or any
     Lender (or Transferee) that delivers to the Borrower and the Agent a
     Form 1001, 4224 or W-8 pursuant to the immediately preceding sentence
     further undertakes to deliver to the Borrower and the Agent further
     copies of such Form 1001, 4224 or W-8, as the case may be, or other
     manner of certification reasonably satisfactory to the Borrower on or
     before the date that any such form or certification expires or becomes
     obsolete or of the occurrence of any event requiring a change in the
     most recent form or certification previously delivered by it to the
     Borrower or the Agent, and such extensions or renewals thereof as may
     reasonably be requested by the Borrower or the Agent, certifying that
     such Agent, Fronting Bank or Lender (or Transferee), as the case may be,
     is entitled to receive payments hereunder without deduction or
     withholding of any United States Federal income taxes, or subject to a
     reduced rate thereof.  If at any time there has occurred, on or prior to
     the date on which any delivery of such Form 1001, 4224 or W-8, as the
     case may be, would otherwise be required, any change in law, rule,
     regulation, treaty, convention or directive, or any change in the
     interpretation or application of any thereof ( Change of Law ), that
     renders all such forms inapplicable or which would prevent such Agent,
     Fronting Bank or Lender (or Transferee), as the case may be, from duly
     completing and delivering any such form or certification with respect to
     it, such Agent, Fronting Bank or Lender (or Transferee), as the case may
     be, shall advise the Borrower that it shall be subject to withholding of
     United States Federal income tax at the full statutory rate.  A Non-U.S.
     Person shall be required  to furnish a Form 1001, 4224 or W-8 only if it
     is entitled to claim an exemption from or reduced rate of withholding. 
     Each of the Agent, the Fronting Bank and any Lender that is a Non-U.S.
     Person and that is a party hereto as of the Closing Date hereby
     represents and warrants that, as of the Closing Date, payments made to
     it hereunder are exempt from the withholding of United States Federal
     income taxes (i) because such payments are effectively connected with a
     United States trade or business conducted by such Non-U.S Person;
     (ii) pursuant to the terms of an income tax treaty between the United
     States and such Non-U.S. Person's country of residence; or (iii) because
     such payments are portfolio interest exempt pursuant to Sections 871(h)
     or 881(c) of the Code.  Notwithstanding any provision of paragraph (a)
     above to the contrary, the Borrower shall not have any obligation to pay
     any Taxes or Other Taxes or to indemnify any Lender (or Transferee), the
     Agent or the Fronting Bank for such Taxes or Other Taxes pursuant to
     this Section 2.20 to the extent that such Taxes or Other Taxes result
     from (i) the failure of any Lender (or Transferee), the Agent, or the
     Fronting Bank to comply with its obligations pursuant to this paragraph
     (f) or (ii) any representation made on Form 1001, 4224 or W-8 or
     successor applicable form or certification by any Lender (or
     Transferee), the Agent or the Fronting Bank incurring such Taxes or
     Other Taxes proving to have been incorrect, false or misleading in any
     material respect when so made or deemed to be made.

           (g) Any of the Agent, the Fronting Bank or any Lender (or
     Transferee) claiming any additional amounts payable pursuant to this
     Section 2.20 shall use reasonable efforts (consistent with legal and
     regulatory restrictions) (including reasonable efforts to change the
     jurisdiction of its applicable lending office) to avoid the need for or
     reduce the amount of any such additional amounts that may thereafter
     accrue, provided that such efforts would not, in the sole determination
     of such Lender (or Transferee), Agent or Fronting Bank, as the case may
     be, be otherwise disadvantageous to such Lender (or Transferee), the
     Agent or the Fronting Bank.

           (h) In the event any Lender (or Transferee) changes its applicable
     lending office as provided in Section 2.14(e), such Lender (or
     Transferee) shall not be entitled to receive any greater payment under
     this Section 2.20 than such Lender (or Transferee) would have been
     entitled to receive had such change not occurred, unless (i) such
     greater payment rises as a result of a Change in Law occurring after the
     date of such change in applicable lending office or (ii) such change in
     applicable lending office shall have been made at the request of the
     Borrower.

           SECTION 2.21. Assignment of Commitments under Certain
     Circumstances.  In the event that (a) any Lender (i) shall have
     delivered a notice or certificate pursuant to Section 2.14, (ii) shall
     become subject to the provisions of Section 2.15 or (iii) shall fail or
     refuse to fund its portion of any Loan for any reason other than the
     failure of the Borrower to satisfy the conditions precedent to the
     making of such Loan hereunder, (b) the Borrower shall be required to
     make additional payments to any Lender under Section 2.20 or (c) any
     Lender shall fail or refuse, for any reason, to approve any amendment,
     waiver or consent hereunder that has been approved by Lenders holding
     more than 85% of the aggregate principal amount of (i) the Loans at such
     time, (ii) the LC Exposure at such time and (iii) the aggregate unused
     Commitments at such time, the Borrower shall have the right, but not the
     obligation, at its own expense, upon notice to such Lender and the
     Agent, to replace such Lender with an assignee (in accordance with and
     subject to the restrictions contained in Section 10.04(b)), and such
     Lender hereby agrees to transfer and assign to such assignee without
     recourse (in accordance with and subject to the restrictions contained
     in Section 10.04(b)) all its interests, rights and obligations under
     this Agreement; provided, however, that (A) no such assignment shall
     conflict with any law or any rule, regulation or order of any
     Governmental Authority, (B) such assignee shall pay to the affected
     Lender in immediately available funds on the date of such assignment the
     principal of the Loans made by such Lender hereunder, (C) in the case of
     an assignment pursuant to clause (c) above, the Borrower must exercise
     its right to replace such Lender within 90 days of such Lender's failure
     to approve the applicable amendment, waiver or consent, as applicable,
     and (D) the Borrower shall pay to the affected Lender in immediately
     available funds on the date of such assignment  the interest accrued to
     the date of payment on the Loans made by such Lender hereunder and all
     other amounts accrued for such Lender's account or owed to it hereunder.

     ARTICLE III

     Letters of Credit
           SECTION 3.01. Issuance of Letters of Credit. (a) The Fronting Bank
     agrees, on the terms and subject to the conditions hereinafter set
     forth, to issue Letters of Credit, in a form reasonably acceptable to
     the Agent and the Fronting Bank, appropriately completed, for the
     account of the Borrower, at any time and from time to time on and after
     the Closing Date until the earlier of the LC Maturity Date and the
     termination of the LC Commitment in accordance with the terms hereof;
     provided, however, that any Letter of Credit shall be issued by the
     Fronting Bank only if, and each request by the Borrower for the issuance
     of any Letter of Credit shall be deemed a representation and warranty of
     the Borrower that, immediately following the issuance of any such Letter
     of Credit, (i) the LC Exposure shall not exceed the LC Commitment in
     effect at such time and (ii) the Revolving Credit Utilization at such
     time shall not exceed the aggregate Revolving Credit Commitments at such
     time.

           (b) Each Letter of Credit shall expire at the close of business on
     the LC Maturity Date, unless such Letter of Credit expires by its terms
     on an earlier date. Each Letter of Credit shall provide for payments of
     drawings in dollars.  

           (c) Each issuance of any Letter of Credit shall be made on at
     least two Business Days' prior written or facsimile notice from the
     Borrower to the Fronting Bank and the Agent (which shall give prompt
     notice thereof to each Participating Lender) specifying the date of
     issuance, the date on which such Letter of Credit is to expire (which
     shall not be later than the earlier of (i) the LC Maturity Date and
     (ii) subject to extension, 360 days, in the case of Standby Letters of
     Credit, and 180 days, in the case of Commercial Letters of Credit, after
     the date of any such Letter of Credit), the amount of such Letter of
     Credit, the name and address of the beneficiary of such Letter of Credit
     and such other information as may be necessary or desirable to complete
     such Letter of Credit. The Fronting Bank will give the Agent and the
     Agent will give to each Participating Lender reasonably prompt notice of
     the issuance and amount of each Letter of Credit and the expiration of
     each Letter of Credit.

           SECTION 3.02. Participation; Unconditional Obligations. (a) By the
     issuance of a Letter of Credit and without any further action on the
     part of the Fronting Bank or the Participating Lenders in respect
     thereof, the Fronting Bank hereby grants to each Participating Lender,
     and each Participating Lender hereby agrees to acquire from the Fronting
     Bank, a participation in such Letter of Credit equal to such
     Participating Lender's Applicable Percentage of the face amount of such
     Letter of Credit, effective upon the issuance of such Letter of Credit.
     In consideration and in furtherance of the foregoing, each Participating
     Lender hereby absolutely and unconditionally agrees to pay to the Agent,
     on behalf of the Fronting Bank, in accordance with Section 2.02(f), such
     Participating Lender's Applicable Percentage of each LC Disbursement
     made by the Fronting Bank; provided, however, that the Participating
     Lenders shall not be obligated to make any such payment to the Fronting
     Bank with respect to any wrongful payment or disbursement made under any
     Outstanding Letter of Credit as a result of the gross negligence or
     wilful misconduct of the Fronting Bank.

           (b) Each Participating Lender acknowledges and agrees that its
     obligation to acquire participations pursuant to paragraph (a) of this
     Section 3.02 in respect of Letters of Credit is absolute and
     unconditional and shall not be affected by any circumstance whatsoever,
     including the occurrence and continuance of an Event of Default or
     Default hereunder, and that each such payment shall be made without any
     offset, abatement, withholding or reduction whatsoever.

           SECTION 3.03. LC Fee. The Borrower agrees to pay to the Agent for
     the account of the Participating Lenders for each  calendar quarter (or
     shorter period commencing with the date hereof or ending with the first
     date on which the LC Commitment shall have expired or been terminated
     and there shall be no Outstanding Letters of Credit) fees (the  LC
     Fees ) equal to 2 1/2% per annum on the average daily aggregate face
     amount of the Outstanding Letters of Credit.  The LC Fees shall be
     computed on the basis of the actual number of days elapsed over a year
     of 360 days.  The LC Fees shall be paid in arrears on the last day of
     January, April, July and October of each year and on the LC Maturity
     Date (or, if earlier, the first date on which the LC Commitment shall
     have expired or been terminated and there shall be no Outstanding
     Letters of Credit), commencing on the first such date following the
     Closing Date. Once paid, the LC Fees shall not be refundable in any
     circumstances (other than corrections of error in payment).

           SECTION 3.04. Agreement To Repay LC Disbursements. (a) If the
     Fronting Bank shall pay any draft presented under a Letter of Credit,
     the Borrower shall pay to the Agent, on behalf of the Fronting Bank, an
     amount equal to the amount of such draft before 11:00 a.m., New York
     City time, on the Business Day on which the Fronting Bank shall have
     notified the Borrower that payment of such draft will be made (or such
     later time as is not later than one hour after the Borrower shall have
     received such notice or, if the Borrower shall have received such notice
     later than 4:00 p.m., New York City time, on any Business Day, not later
     than 10:00 a.m., New York City time, on the immediately following
     Business Day). The Agent will promptly pay any such amounts received by
     it to the Fronting Bank. In the event that, after the payment of any
     such amount to the Fronting Bank, the Fronting Bank shall not pay such
     amount in respect of such draft, the Fronting Bank shall return to the
     Agent, for the account of the Borrower, any such unpaid amount, together
     with interest thereon accrued at the Federal Funds Effective Rate then
     in effect from and including the date such amount was paid by the
     Borrower to the Agent to but excluding the date such amount was repaid
     by the Fronting Bank to the Agent.

           (b) The Borrower's obligation to repay the Fronting Bank for LC
     Disbursements made by the Fronting Bank under the Outstanding Letters of
     Credit shall be absolute, unconditional and irrevocable under any and
     all circumstances and irrespective of, without limitation, the
     following:

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

                 (ii) the existence of any claim, setoff, defense or other
           right that the Borrower or any other Person may at any time have
           against the beneficiary under any Letter of Credit, the Fronting
           Bank, the Agent or any other Lender or any other Person (other
           than the defense of payment in accordance with the terms of this
           Agreement or a defense based on the gross negligence or wilful
           misconduct of the Fronting Bank)  in connection with this
           Agreement or any other agreement or transaction;

                 (iii) any draft or other document presented under a Letter
           of Credit proving to be forged, fraudulent, invalid or
           insufficient in any respect or any statement therein being untrue
           or inaccurate in any respect, provided that payment by the
           Fronting Bank under such Letter of Credit against presentation of
           such draft or document shall not have constituted gross negligence
           or wilful misconduct of the Fronting Bank;

                 (iv) payment by the Fronting Bank under a Letter of Credit
           against presentation of a draft or other document that does not
           comply with the terms of such Letter of Credit, provided that such
           payment shall not have constituted gross negligence or wilful
           misconduct of the Fronting Bank; and

                 (v) any other circumstance or event whatsoever, whether or
           not similar to any of the foregoing, provided that such
           circumstance shall not have been the result of the gross
           negligence or wilful misconduct of the Fronting Bank.

            It is understood that in making any payment under a Letter of
     Credit (A) the Fronting Bank's exclusive reliance on the documents
     presented to it under such Letter of Credit as to any and all matters
     set forth therein, including reliance on the amount of any draft
     presented under such Letter of Credit, whether or not the amount due to
     the beneficiary equals the amount of such draft and whether or not any
     document presented pursuant to such Letter of Credit proves to be
     insufficient in any respect, if such document on its face appears to be
     in order, and whether or not any other statement or any other document
     presented pursuant to such Letter of Credit proves to be forged or
     invalid or any statement therein proves to be inaccurate or untrue in
     any respect whatsoever, and (B) any noncompliance in any immaterial
     respect of the documents presented under a Letter of Credit with the
     terms thereof shall, in each case, not be deemed wilful misconduct or
     gross negligence of the Fronting Bank.

           SECTION 3.05. Letter of Credit Operations. The Fronting Bank
     shall, promptly following its receipt thereof, examine all documents
     purporting to represent a demand for payment under an Outstanding Letter
     of Credit to ascertain that the same appear on their face to be in
     conformity with the terms and conditions of such Outstanding Letter of
     Credit. The Fronting Bank shall as promptly as possible, but in no event
     later than two hours after such demand for payment, give oral
     notification, confirmed by facsimile notice, to the Agent and the
     Borrower of such demand for payment and shall as promptly as possible,
     but in no event later than two hours prior to any payment in respect of
     such demand, give oral notification, confirmed by facsimile notice, to
     the Agent and the Borrower of the determination by the Fronting Bank as
     to whether such demand for payment was in accordance with the terms and
     conditions of such Outstanding Letter of Credit and whether the Fronting
     Bank has made or will make an LC Disbursement thereunder, provided that
     the failure to give such notice shall not relieve the Borrower of its
     obligation to reimburse the Fronting Bank with respect to any such LC
     Disbursement, and the Agent shall promptly give each Participating
     Lender notice thereof.

           SECTION 3.06. Cash Collateralization. If any Event of Default
     shall occur and be continuing, the Borrower shall on the Business Day it
     receives notice from the Agent or the Required Lenders (or, if the
     maturity of the Loans has been accelerated, Participating Lenders
     holding participation in Outstanding Letters of Credit representing at
     least 51% of the aggregate undrawn amount of all Outstanding Letters of
     Credit) therefor, deposit in an account with the Collateral Agent, for
     the benefit of the Participating Lenders, an amount in cash equal to the
     LC Exposure as of such date. Such deposit shall be held by the
     Collateral Agent as collateral for the payment and performance of the
     Obligations. The Collateral Agent shall have exclusive dominion and
     control, including the exclusive right of withdrawal, over such account.
     Other than any interest earned on the investment of such deposits in
     Permitted Investments, which investments shall be made at the option and
     sole discretion of the Collateral Agent, such deposits shall not bear
     interest. Interest or profits, if any, on such investments shall
     accumulate in such account. Moneys in such account shall
     (a) automatically be applied by the Agent to reimburse the Fronting Bank
     for LC Disbursements, (b) be held for the satisfaction of the
     reimbursement obligations of the Borrower for the then-outstanding
     LC Exposure and (c) if the maturity of the Loans has been accelerated
     (but subject to the consent of Participating Lenders holding
     participation in Outstanding Letters of Credit representing at least 51%
     of the aggregate undrawn amount of all Outstanding Letters of Credit),
     such amount (to the extent not applied as aforesaid) shall be applied to
     satisfy the Obligations. Any cash collateral provided by the Borrower
     hereunder (to the extent not applied as aforesaid) shall be returned to
     the Borrower within three Business Days after all Events of Default have
     been cured or waived.

           SECTION 3.07. Termination of LC Commitment. The Borrower may
     permanently terminate, or from time to time in part permanently reduce,
     the LC Commitment, in each case upon at least three Business Days' prior
     written or facsimile notice to the Agent and the Fronting Bank, provided
     that (a) after giving effect to such termination or reduction, the LC
     Commitment shall not be less than the LC Exposure at such time or
     greater than the aggregate Revolving Credit Commitments at such time and
     (b)  no reduction of the LC Commitment shall have the effect of reducing
     the Revolving Credit Commitment of any Lender.   

           SECTION 3.08. Fronting Bank Fees. (a) The Borrower shall pay to
     the Fronting Bank, for its own account, such commissions, issuance fees,
     transfer fees and other fees and charges in connection with the issuance
     or administration of each Letter of Credit as the Borrower and the
     Fronting Bank shall agree.

           (b) The Borrower shall pay to the Fronting Bank, for its own
     account, a fronting fee on the average daily aggregate maximum amount
     available to be drawn (assuming compliance with all conditions to
     drawing) under all Outstanding Letters of Credit at the rate of 1/4 of
     1% per annum, payable in arrears on the last day of January, April, July
     and October of each year, commencing July 31, 1994, and on the LC
     Maturity Date.

           SECTION 3.09. Resignation or Removal of Fronting Bank. (a) The
     Fronting Bank may, subject to the appointment of a successor Fronting
     Bank hereunder, resign at any time by giving at least 180 days' prior
     written notice to the Agent, the Lenders and the Borrower, and may be
     removed at any time by the Borrower by notice to the Fronting Bank, the
     Agent and the Lenders. The Borrower shall use commercially reasonable
     efforts to appoint a successor Fronting Bank within 180 days after
     receipt from the Fronting Bank of a notice of resignation contemplated
     by the preceding sentence. Upon any such removal, the Borrower shall
     (within 180 days after such notice of removal) either appoint a Lender
     (with the consent of such Lender) as successor, or (subject to the
     proviso contained in Section 3.07) terminate the unutilized
     LC Commitment; provided, however, that, if the Borrower elects to
     terminate the unutilized LC Commitment, the Borrower may at any time
     thereafter that the Revolving Credit Commitments are in effect reinstate
     by notice to the Agent and the Lenders the LC Commitment in connection
     with the appointment of a successor Fronting Bank. Subject to
     paragraph (b) below, upon the acceptance of any appointment as Fronting
     Bank hereunder by a successor Fronting Bank, such successor shall
     succeed to and become vested with all the interests, rights and
     obligations of the retiring Fronting Bank and the retiring Fronting Bank
     shall be discharged from its obligations to issue additional Letters of
     Credit hereunder. At the time such removal or resignation shall become
     effective, the Borrower shall pay all accrued and unpaid fees pursuant
     to Section 2.05(d). The acceptance of any appointment as Fronting Bank
     hereunder by a successor issuing bank shall be evidenced by an agreement
     entered into by such successor, in a form satisfactory to the Borrower
     and the Agent, and, from and after the effective date of such agreement,
     (i) such successor shall be a party hereto and have all the rights and
     obligations of the Fronting Bank under this Agreement and the other Loan
     Documents and (ii) references herein and in the other Loan Documents to
     the  Fronting Bank  shall be deemed to refer to such successor or to any
     previous Fronting Bank, or to such successor and all previous Fronting
     Banks, as the context shall require.

           (b) After the resignation or removal of the Fronting Bank
     hereunder, the retiring Fronting Bank shall remain a party hereto and
     shall continue to have all the rights and obligations of the Fronting
     Bank under this Agreement and the other Loan Documents with respect to
     Letters of Credit issued by it prior to such resignation or removal, but
     shall not be required to issue additional Letters of Credit.

           SECTION 3.10.  Existing Letters of Credit.  On the Closing Date,
     each letter of credit issued pursuant to the Existing Credit Agreement
     and then remaining outstanding shall be deemed to have been issued
     hereunder and to constitute a  Letter of Credit  for all purposes hereof
     and, in furtherance of the foregoing, the Fronting Bank hereby grants to
     each Participating Lender, and each Participating Lender hereby agrees
     to acquire from the Fronting Bank, a participation in each such letter
     of credit equal to such Participating Lender's Applicable Percentage of
     the face amount of such letter of credit, effective on the Closing Date. 
     The Fronting Bank will give the Agent and the Agent shall give each
     Participating Lender the notice contemplated by the last sentence of
     Section 3.01(c) with respect to such letters of credit promptly
     following the Closing Date.  By executing this Agreement, the Fronting
     Bank agrees that on the Closing Date the lenders under the Existing
     Credit Agreement that acquired participations in such letters of credit
     issued pursuant to the Existing Credit Agreement that are deemed to
     constitute  Letters of Credit  hereunder shall be released from all
     further obligations and liabilities with respect thereto, other than
     liabilities that accrued prior to the Closing Date.

     ARTICLE IV

     Representations and Warranties
           The Borrower represents and warrants to each of the Lenders, the
     Agent and the Fronting Bank that:

           SECTION 4.01. Organization; Powers. Each of the Borrower and the
     Subsidiaries (a) is a corporation duly organized, validly existing and
     in good standing under the laws of the jurisdiction of its
     incorporation, (b) has all requisite power and authority to own its
     property and assets and to carry on its business as now conducted and as
     proposed to be conducted, (c) is qualified to do business and in good
     standing in every jurisdiction where such qualification is required
     (after giving effect to the Acquisition), except where the failure so to
     qualify or be in good standing would not result in a Material Adverse
     Effect and (d) has the corporate power and authority to execute, deliver
     and perform its obligations under each of the Transaction Documents and
     each other agreement or instrument contemplated thereby to which it is
     or will be a party and, in the case of Borrower, to borrow hereunder.

           SECTION 4.02. Authorization. The execution, delivery and
     performance by the Borrower and each Subsidiary Guarantor of each of the
     Transaction Documents to which it is a party, the borrowings hereunder,
     the creation of the security interests contemplated by the Security
     Documents, the termination of the Existing Credit Agreement and all
     agreements related thereto and the repayment of all amounts outstanding
     thereunder and the other transactions contemplated by the Transaction
     Documents (including the Acquisition) (all the foregoing, collectively,
     the  Transactions ) (a) have been duly authorized by all requisite
     corporate and, if required, stockholder action and (b) will not
     (i) violate (A) any provision of law, statute, rule or regulation, or of
     the Certificate of Incorporation or other constitutive documents or By-
     laws of the Borrower or any Subsidiary, (B) any order of any
     Governmental Authority or (C) any provision of any indenture or other
     material  agreement or instrument to which the Borrower or any
     Subsidiary is a party or by which any of them or any of their property
     (including the Mortgaged Properties) or assets is or may be bound,
     (ii) be in conflict with, result in a breach of or constitute (alone or
     with notice or lapse of time or both) a default under any such
     indenture, agreement or instrument or (iii) result in the creation or
     imposition of any Lien (other than any Lien created under the Security
     Documents) upon or with respect to any property or assets now owned or
     hereafter acquired by the Borrower or any Subsidiary.

           SECTION 4.03. Enforceability. This Agreement has been duly
     executed and delivered by the Borrower and constitutes, and each other
     Transaction Document to which the Borrower or any Subsidiary Guarantor
     is a party when executed and delivered by it will constitute, a legal,
     valid and binding obligation of the Borrower or such Subsidiary
     Guarantor, as the case may be, enforceable against it in accordance with
     its terms except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
     or other similar laws affecting creditors' rights generally and by
     general principles of equity (regardless of whether such enforceability
     is considered in a proceeding at law or in equity).

           SECTION 4.04. Governmental Approvals. No action, consent or
     approval of, registration or filing with or any other action by any
     Governmental Authority  is or will be required to be made or obtained by
     the Borrower or any Subsidiary in connection with the Transactions,
     except such as have been made or obtained and are in full force and
     effect and other than filings, recordings and approvals (i) to record
     deeds and leases with respect to real properties, (ii) to record and/or
     perfect the security interest created by the Security Documents and
     (iii) to record a leasehold memorandum, if currently unrecorded, in
     respect of any leasehold interest to which a Leasehold Mortgage relates.

           SECTION 4.05. Financial Statements. (a) The unaudited pro forma
     consolidated balance sheet of the Borrower and the Subsidiaries as of
     the Closing Date (including the notes thereto) (the  Pro Forma Balance
     Sheet ), copies of which have heretofore been furnished to each Lender,
     has been prepared giving effect (as if such events had occurred on such
     date) to (i) the Transactions (including the Acquisition and the
     Borrowings under this Agreement contemplated to be made on the Closing
     Date) and (ii) the payment of fees and expenses in connection with the
     foregoing. The Pro Forma Balance Sheet has been prepared based on the
     assumptions used to prepare the pro forma financial information
     contained in the Confidential Information Memorandum, is based on the
     best information available to the Borrower as of the date of delivery
     thereof, and presents fairly on a pro forma basis the estimated
     consolidated financial position of the Borrower and the Subsidiaries as
     of the Closing Date, assuming that the events specified in the preceding
     sentence had actually occurred at the Closing Date.

           (b) The Borrower has heretofore furnished to the Lenders
     consolidated financial statements of Foodservice Corp. as of and for the
     fiscal years ended February 1992 and February 1993 and as of and for the
     nine months ended November 27, 1993, audited by and accompanied by the
     opinion of KPMG Peat Marwick, independent public accountants. Such
     financial statements present fairly the financial condition and results
     of operations of Foodservice Corp. and its consolidated subsidiaries as
     of such dates and for such periods. Such financial statements and the
     notes thereto disclose all material liabilities required under GAAP to
     be disclosed, direct or contingent, of Foodservice Corp. and its
     consolidated subsidiaries as of the dates thereof. Such financial
     statements were prepared in accordance with GAAP applied on a consistent
     basis.

           (c) The Borrower has heretofore furnished to the Lenders
     consolidated financial statements of the Borrower as of and for the
     fiscal year ended  January 1, 1994, audited by and accompanied by the
     opinion of Coopers & Lybrand, independent public accountants.  Such
     financial statements present fairly the financial condition and results
     of operations of the Borrower and its consolidated subsidiaries as of
     such date and for such period.  Such financial statements and the notes
     thereto disclose all material liabilities required under GAAP to be
     disclosed, direct or contingent, of the Borrower and its Consolidated
     Subsidiaries as of the date thereof.  Such financial statements were
     prepared in accordance with GAAP applied on a consistent basis.

           SECTION 4.06. No Material Adverse Change. There has been no
     material adverse change in the business, assets, operations, properties,
     financial condition or contingent liabilities of the Borrower and the
     Subsidiaries, taken as a whole, since January 1, 1994.

           SECTION 4.07. Title to Properties; Possession Under Leases. (a)
     After giving effect to the consummation of the Acquisition on the
     Closing Date: each of the Borrower and the Subsidiaries will have good
     and marketable title to, or valid leasehold interests in, all its
     material properties and assets (including each Mortgaged Property); all
     such material properties and assets shall be free and clear of Liens,
     other than Liens expressly permitted by Section 7.02; and no material
     portion of any Mortgaged Property shall be subject to any lease,
     license, sublease or other agreement granting to any Person any right to
     use, occupy or enjoy the same, except as set forth on Schedule 4.07(a).

           (b) After giving effect to the consummation of the Acquisition on
     the Closing Date,  (i) all material leases shall be in full force and
     effect and (ii) the Borrower and the Subsidiaries shall enjoy peaceful
     and undisturbed possession under all such material leases under which it
     is tenant. 

           (c) Except as set forth on Schedule 4.07(c), neither the Borrower
     nor any Subsidiary has received any notice of, or has any knowledge of,
     any pending or contemplated condemnation proceeding affecting the
     Mortgaged Properties or any material properties or assets to be acquired
     in connection with the Acquisition, or any sale or disposition thereof
     in lieu of condemnation.

           (d) Neither the Borrower nor any Subsidiary is obligated under any
     right of first refusal, option or other contractual right to sell,
     assign or otherwise dispose of any Mortgaged Property or any interest
     therein.

           (e) Dixie Foods Company is not in default in any manner under any
     provision of (i) the mortgage dated July 1, 1993, by Dixie Foods Company
     to Worthen Trust Company, Inc. and (ii) the mortgage dated July 13,
     1993, by Dixie Foods Company to The City of Forrest City, Arkansas.

           SECTION 4.08. Subsidiaries. Schedule 4.08 sets forth all the
     subsidiaries of the Borrower as of the Closing Date and the percentage
     ownership of the Borrower therein.

           SECTION 4.09. Litigation; Compliance with Laws. (a) Except as set
     forth on Schedule 4.09, there are no actions, suits or proceedings at
     law or in equity or by or before any Governmental Authority now pending
     or, to the knowledge of the Borrower, threatened against or affecting
     the Borrower or any Subsidiary or any business, property, assets or
     rights of any such Person (i) that involve any Transaction Document or
     the Transactions or (ii) as to which there is a reasonable possibility
     of an adverse determination and which, if adversely determined, could
     reasonably be expected to, individually or in the aggregate, result in a
     Material Adverse Effect.

           (b) None of the Borrower, any Subsidiary or any of their
     respective properties or assets, are in violation of, nor will the
     continued operation of their properties and assets violate any law,
     rule, regulation or statute (including any zoning, building,
     Environmental and Safety Law, ordinance, code or approval or any
     building permits) or any restrictions of record or agreements affecting
     the Mortgaged Property or in default with respect to any judgment, writ,
     injunction, decree or order of any Governmental Authority, where such
     violation or default could reasonably be expected to result in a
     Material Adverse Effect. 

           (c) The issuance of the Letters of Credit will not violate any
     applicable law or regulation or violate or be prohibited by any
     judgment, writ, injunction, decree or order of any Governmental
     Authority.

           (d) Certificates of occupancy and permits (or other documents
     expressly provided for under applicable law in lieu thereof) are in
     effect for each Mortgaged Property as currently constructed, and true
     and complete copies of such certificates of occupancy have been
     delivered to the Collateral Agent as mortgagee with respect to each
     Mortgaged Property.

           SECTION 4.10. Federal Reserve Regulations. (a) None of the
     Borrower or any Subsidiary is engaged principally, or as one of its
     important activities, in the business of extending credit for the
     purpose of purchasing or carrying Margin Stock.

           (b) No part of the proceeds of any Letter of Credit or any Loan
     will be used by the Borrower or any Subsidiary, whether directly or
     indirectly, and whether immediately, incidentally or ultimately, (i) to
     purchase or carry Margin Stock or to extend credit to others for the
     purpose of purchasing or carrying Margin Stock or to refund indebtedness
     originally incurred for such purpose or (ii) for any purpose that
     entails a violation of, or is inconsistent with, the provisions of the
     Regulations of the Board, including Regulations G, U and X.

           SECTION 4.11. Investment Company Act; Public Utility Holding
     Company Act. None of the Borrower or any Subsidiary (a) is an
      investment company  as defined in, or is subject to regulation under,
     the Investment Company Act of 1940 or (b) is a  holding company  as
     defined in, or is subject to regulation under, the Public Utility
     Holding Company Act of 1935.

           SECTION 4.12. Use of Proceeds. The Borrower will use the Letters
     of Credit and the proceeds of the Loans only for the purposes specified
     in the preamble to this Agreement.

           SECTION 4.13. Tax Returns. Each of the Borrower and the
     Subsidiaries has filed or caused to be filed all Federal, state and
     material local tax returns required to have been filed by it or with
     respect to it and has paid or caused to be paid all material taxes shown
     to be due and payable on such returns or on any assessments received by
     it or with respect to it, except taxes that are being contested in good
     faith by appropriate proceedings and for which the Borrower or the
     applicable Subsidiary shall have set aside on its books adequate
     reserves in accordance with GAAP. Each of the Borrower and the
     Subsidiaries has filed or made adequate provision in accordance with
     GAAP on its books for any taxes payable by it in connection with the
     Transactions (including, without limitation, any such taxes payable in
     respect of indemnities).

           SECTION 4.14. No Material Misstatements.  The written information,
     reports, financial statements, exhibits and schedules furnished by or on
     behalf of the Borrower or any of the Subsidiaries to the Agent or any
     Lender in connection with the negotiation of any Loan Document or
     included therein or delivered pursuant thereto, when taken as a whole,
     did not contain, does not contain and will not contain any material
     misstatement of fact and did not omit, does not omit and will not omit
     to state any material fact necessary to make the statements therein, in
     the light of the circumstances under which they were, are or will be
     made, not misleading.  The projections and pro forma financial
     information contained in such materials are based on good faith
     estimates and assumptions believed by the Borrower to be reasonable as
     of the date such projections and pro forma financial information were
     furnished by the Borrower.  Such pro forma financial information was
     prepared in accordance with GAAP applied on a basis consistent with the
     financial statements referred to in Section 4.05(b).

           SECTION 4.15. Employee Benefit Plans. Each of the Borrower and its
     ERISA Affiliates is in compliance in all material respects with the
     applicable provisions of ERISA and the regulations and published
     interpretations thereunder. Except as set forth on Schedule 4.15, no
     Reportable Event has occurred in respect of any Plan of the Borrower or
     any ERISA Affiliate. The present value of all benefit liabilities under
     each Plan (based on those assumptions used to fund such Plan and
     calculated on an ongoing basis) did not, as of the last annual valuation
     date applicable thereto, exceed by more than $19,000,000  (or, in the
     event of an increase in the underfunding of such Plan solely as a result
     of a change after the date hereof  in any discount rate applicable to
     such Plan, $23,000,000)  the value of the assets of such Plan, and the
     present value of all benefit liabilities of all underfunded Plans (based
     on those assumptions used to fund each such Plan) did not, as of the
     last annual valuation dates applicable thereto, exceed by more than
     $19,000,000 (or, in the event of an increase in the underfunding of 
     such Plan solely as a result of a change after the date hereof in any
     discount rate applicable to such Plans, $23,000,000)  the value of the
     assets of all such underfunded Plans. Neither the Borrower nor any ERISA
     Affiliate has incurred any Withdrawal Liability that materially
     adversely affects the financial condition of the Borrower and its ERISA
     Affiliates, taken as a whole.  Neither the Borrower nor any ERISA
     Affiliate has received any notification that any Multiemployer Plan  is
     in reorganization or has been terminated within the meaning of Title IV
     of ERISA, and no Multiemployer Plan is reasonably expected to be in
     reorganization or to be terminated where such reorganization or
     termination has resulted or could reasonably be expected to result in an
     increase in the contributions required to be made to such Plan that
     would materially adversely affect the financial condition of the
     Borrower and its ERISA Affiliates, taken as a whole.

           SECTION 4.16. Environmental and Safety Matters. (a) After giving
     effect to the Acquisition, each of the Borrower and the Subsidiaries is
     in compliance with all Environmental and Safety Laws, with the
     exceptions of instances that will not in the aggregate result in any
     Material Adverse Effect.

           (b) Except as set forth on Schedule 4.16(b), (i) none of the
     Borrower or any Subsidiary has received notice of any failure to comply
     with Environmental and Safety Laws except for any such failure to comply
     that has been remedied; (ii) after giving effect to the Acquisition, the
     Borrower's and the Subsidiaries' plants and facilities do not use,
     manage, treat, store or dispose of any Hazardous Substances in violation
     of any Environmental and Safety Laws; (iii) after giving effect to the
     Acquisition, all material licenses, permits or registrations (or any
     extensions thereof) required under any Environmental and Safety Law for
     the business of the Borrower and the Subsidiaries as conducted or as
     contemplated by the Stock Purchase Agreement have been obtained and each
     of the Borrower and the Subsidiaries is in compliance therewith; and
     (iv) neither the Borrower nor any Subsidiary is in noncompliance with,
     breach of or default under any applicable writ, order, judgment,
     injunction or decree where such noncompliance, breach or default will
     materially and adversely affect the ability of the Borrower or any
     Subsidiary, as applicable, to operate any real property owned or leased
     by it, and, to the  best knowledge of the Borrower,  no event has
     occurred and is continuing that, with the passage of time or the giving
     of notice or both, will constitute such noncompliance, breach or default
     thereunder.

           (c) Except as set forth on Schedule 4.16(c), (i) no Hazardous
     Substance has been Released at, on or under any property owned, leased
     or operated by the Borrower or any Subsidiary during the period of
     Borrower's or any Subsidiary's ownership, lease or operation of such
     property, or to the knowledge of the Borrower at any time previous to
     such ownership,  lease or operation, under conditions that require
     remedial action under applicable Environmental and Safety Laws,
     (ii) neither the Borrower nor any of the Subsidiaries, to the best 
     knowledge of the Borrower and the Subsidiaries, transported or arranged
     for the transportation of any Hazardous Substances to any site listed,
     or proposed for listing, on the National Priorities List promulgated
     pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar
     state or foreign list of sites requiring investigation or cleanup and
     (iii) the Borrower is not aware of any event, condition or circumstance
     involving environmental pollution or contamination, or employee safety
     or health relating to the use or handling of, or exposure to, Hazardous
     Substances, that could reasonably be expected to result in any material
     liability on the part of the Borrower or any Subsidiary, individually or
     collectively.

           SECTION 4.17. Solvency. After giving effect to the Transactions to
     occur on the Closing Date, (a) the fair salable value of the assets of
     each of (i) the Borrower and the Subsidiaries on a consolidated basis
     and (ii) the Borrower will exceed the amount that will be required to be
     paid on or in respect of the existing debts and other liabilities
     (including contingent liabilities) of the Borrower and the Subsidiaries
     on a consolidated basis, and the Borrower, respectively, as they mature,
     (b) the assets of (i) the Borrower and the Subsidiaries on a
     consolidated basis and (ii) the Borrower will not constitute
     unreasonably small capital to carry out their businesses as conducted or
     as proposed to be conducted, including satisfying the capital needs of
     the Borrower and the Subsidiaries on a consolidated basis, or the
     Borrower, respectively (taking into account, in each case, the
     particular capital requirements of the businesses conducted by such
     entities and the projected capital requirements and capital availability
     of such businesses), and (c) none of the Borrower or the Subsidiaries
     intends to, nor do they believe that they will, incur debts beyond their
     ability to pay such debts as they mature (taking into account the timing
     and amounts of cash to be received by them and the amounts to be payable
     on or in respect of their obligations).

           SECTION 4.18. Employment and Management Agreements. Except as
     disclosed on Schedule 4.18, as of the Closing Date there are no
     (a) employment agreements covering management employees of the Borrower
     or any Subsidiary or other material agreements relating to the
     compensation of management employees (including the issuance of
     securities of the Borrower or any Subsidiary to management employees),
     (b) agreements for management or consulting services to which the
     Borrower or any Subsidiary is a party or by which any of them is bound
     or (c) collective bargaining agreements or other labor agreements
     covering any of the employees of the Borrower or any Subsidiary.

           SECTION 4.19. Capitalization. (a) As of the Closing Date, the
     authorized capital stock of the Borrower consists of 20,000,000 shares
     of common stock and 4,000,000 shares of preferred stock. 

           (b) As of the Closing Date and after giving effect to the
     Transactions, the authorized capital stock of Foodservice Corp. consists
     of 1,000 shares of common stock, all of which will be issued and
     outstanding.  All outstanding shares of capital stock of Foodservice
     Corp. are fully paid and nonassessable.  As of the Closing Date and
     after giving effect to the Transactions, the Borrower will own and
     control, directly, of record and beneficially, 100% of each class of
     outstanding capital stock of Foodservice Corp. free and clear of all
     adverse claims or Liens (other than any Lien under the Security
     Documents).

           (c) Except as set forth on Schedule 4.19(c), as of the Closing
     Date there are, and thereafter there will be, no outstanding
     subscriptions, options, warrants, calls, rights (including preemptive
     rights) or other agreements or commitments (including pursuant to
     management or employee stock plan or similar plan) of any nature
     relating to any capital stock of any Subsidiary.

           SECTION 4.20. Security Documents. (a) The Pledge Agreement is
     effective to create in favor of the Collateral Agent, for the ratable
     benefit of the Secured Parties, a legal, valid and enforceable security
     interest in the Collateral (as defined in the Pledge Agreement) and
     proceeds thereof and, when the Collateral is delivered to the Collateral
     Agent, the Pledge Agreement shall constitute a fully perfected first
     priority Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person.

           (b) The Security Agreement is effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable security interest in the Collateral (as
     defined in the Security Agreement) and proceeds thereof, and when
     financing statements in appropriate form are filed in the offices
     specified on Schedule 4.20, the Security Agreement shall constitute a
     fully perfected Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           (c) The Mortgages are effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable Lien on all of Borrower's and the
     Subsidiary Guarantors' right, title and interest in and to the Mortgaged
     Properties thereunder and the proceeds thereof, and, when the Mortgages
     are filed in the offices specified on Schedule 1.01(b), the Mortgages
     shall constitute fully perfected Liens on, and security interests in,
     all right, title and interest of the Borrower  and the Subsidiary
     Guarantors in such Mortgaged Properties and the proceeds thereof, in
     each case prior and superior in right to any other Person, other than
     with respect to the rights of Persons pursuant to Liens expressly
     permitted by Section 7.02.

           
                       (d) The Trademark Security Agreement is effective to
     create in favor of the Collateral Agent, for the ratable benefit of the
     Secured Parties, a legal, valid and enforceable security interest in the
     Collateral (as defined in the Trademark Security Agreement) and the
     proceeds thereof, and upon the filing of assignment statements with the
     United States Patent and Trademark Office, together with financing
     statements in appropriate form filed in the offices specified on
     Schedule 4.20, the Trademark Security Agreement shall constitute a fully
     perfected Lien on, and security interest in, all right title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           (e) The Collateral Assignment is effective to create in favor of
     the Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable assignment of, transfer of all right, title
     and interest of the Borrower  and the Subsidiary Guarantors in, and
     security interest in, the Assigned Contracts (as defined in the
     Collateral Agreement) and proceeds thereof, and when financing
     statements in appropriate form are filed in the offices specified on
     Schedule 4.20, the Collateral Assignment shall constitute a fully
     perfected Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such Assigned
     Contracts and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           SECTION 4.21. Labor Matters. As of the Closing Date, there are no
     strikes, lockouts or slowdowns against the Borrower or any Subsidiary
     pending or, to the Borrower's knowledge, threatened. The hours worked by
     and payment made to employees of the Borrower and each Subsidiary have
     not been in violation of the Fair Labor Standards Act or any other
     applicable Federal, state, local or foreign law dealing with such
     matters, where such violations could reasonably be expected to result in
     a Material Adverse Effect. The consummation of the Transactions will not
     give rise to a right of termination or right of renegotiation on the
     part of any union under any collective bargaining agreement to which the
     Borrower or any Subsidiary is a party or by which the Borrower or any
     Subsidiary is bound on the Closing Date.

           SECTION 4.22. Location of Real Property and Leased Premises. (a)
     Schedule 4.22(a) lists completely and correctly as of the Closing Date
     all real property owned by the Borrower and the Subsidiaries and the
     addresses thereof.  The Borrower or the applicable Subsidiary own in fee
     all the real property set forth on Schedule 4.22(a).
      
           (b) Schedule 4.22(b) lists completely and correctly as of the
     Closing Date all real property leased or subleased by the Borrower and
     the Subsidiaries and the addresses thereof. The Borrower or the
     applicable Subsidiary has a valid lease or sublease in all the real
     property set forth on Schedule 4.22(b).

           SECTION 4.23. Insurance. Each of the Borrower and the Subsidiaries
     maintains with financially sound insurance companies insurance on all
     its properties in at least such amounts and against at least such risks
     (but, including in any event, all-risk casualty, public liability,
     product liability and business interruption) as are usually insured
     against in the same general geographic area by companies engaged in the
     same or similar business.

           SECTION 4.24. Delivery of Documents. (a) The Borrower has
     previously made available to the Agent true, correct and complete copies
     of all real property leases or subleases, easement agreements, option
     agreements and other agreements, instruments and documents (whether or
     not recorded) that encumber or otherwise affect the real property listed
     on Schedules 4.22(a) and 4.22(b).

           (b) On or prior to the Closing Date, each Lender has received
     complete certified copies (as certified to by the Secretary of the
     Borrower) of the Stock Purchase Agreement, including all exhibits,
     schedules and disclosure letters referred to therein or delivered
     pursuant thereto (if any), and all amendments thereto, waivers relating
     thereto and other side letters or agreements affecting the terms
     thereof. None of such documents and agreements has been amended,
     supplemented or otherwise modified in any respect, nor have any of the
     provisions thereof been waived, except pursuant to a written agreement
     or instrument that has heretofore been consented to by the Required
     Lenders.

           (c) The Stock Purchase Agreement has been duly executed and
     delivered by each party thereto and each of the material terms and
     provisions thereof is in full force and effect. Except as set forth on
     Schedule 4.24(c), to the Borrower's knowledge, each of the
     representations and warranties of the Borrower, as successor in interest
     to the Seller, set forth in the Stock Purchase Agreement is true and
     correct on and as of the date hereof.  To the Borrower's knowledge, each
     of the representations and warranties relating to Foodservice Corp. set
     forth in the Stock Purchase Agreement is true and correct on and as of
     the date hereof.

           SECTION 4.25. Fees and Expenses. The aggregate amount of fees and
     expenses incurred in connection with the Transactions by the Borrower
     and the Subsidiaries has not and will not exceed $7,000,000.

           SECTION 4.26. Designated Senior Indebtedness. The Obligations and
     the guarantees thereof pursuant to the Guarantee Agreement constitute
     "Designated Senior Indebtedness" under the Subordinated Note Indenture.

                                     ARTICLE V

              Conditions of Lending and Issuance of Letters of Credit

           The obligations of the Lenders to make Loans hereunder and the
     obligation of the Fronting Bank to issue any Letter of Credit (each, a
      Credit Event ) hereunder are subject to the satisfaction of the
     following conditions:

           SECTION 5.01. All Credit Events. On the date of each Credit Event,
     other than any Revolving Loan made pursuant to Section 2.02(f):

                 (a) The Agent and, where applicable, the Fronting Bank shall
           have received a notice of such Credit Event as required by
           Section 2.03 and Section 3.01(c), respectively.

                 (b) The representations and warranties set forth in
           Article IV hereof  shall be true and correct in all respects on
           and as of the date of such Credit Event with the same effect as
           though made on and as of such date, except to the extent such
           representations and warranties expressly relate to an earlier
           date.

                 (c) The Borrower and each Subsidiary Guarantor shall be in
           compliance with all terms and provisions set forth herein and in
           each other Loan Document on its part to be observed or performed,
           and at the time of and immediately after such Credit Event no
           Event of Default or Default shall have occurred and be continuing.

                 (d) In the case of each Revolving Credit Borrowing or
           issuance of a Letter of Credit, (i) the Agent shall have received
           a Borrowing Base Certificate in accordance with Section 6.04(e)
           and (ii) at such time, the Revolving Credit Utilization (after
           giving effect to such Credit Event) shall not exceed the then-
           current Borrowing Base.

                 (e) In the case of a Borrowing all or part of the proceeds
           of which are to be used to finance all or part of the purchase
           price to be paid in connection with any Permitted Acquisition, the
           principal amount of such Borrowing so applied shall not exceed the
           lesser of (i) the purchase price paid in connection with such
           Permitted Acquisition, together with the costs and reasonable
           expenses related to such Permitted Acquisition, and (ii) the
           difference between (A) $15,000,000 and (B) the amount of all
           Borrowings used to finance all or part of the purchase price to be
           paid and such related costs and expenses in connection with
           Permitted Acquisitions since the Closing Date.

     Each Credit Event shall be deemed to constitute a representation and
     warranty by the Borrower on the date of such Credit Event as to the
     matters specified in paragraphs (b) and (c) of this Section 5.01.
     Neither (a) continuations and conversions of Term Borrowings pursuant to
     Section 2.10 nor (b) Revolving Credit Borrowings pursuant to Section
     2.02(e) in which Revolving Loans are refinanced without any increase in
     the aggregate principal amount of Revolving Loans outstanding shall be
     deemed to be Borrowings for purposes of this Section 5.01.

           SECTION 5.02. First Borrowing. On the Closing Date:

                 (a) The Agent shall have received a favorable written
           opinion of (i) Skadden, Arps, Slate, Meagher & Flom, counsel for
           the Borrower and the Subsidiary Guarantors, to the effect set
           forth in Exhibit L-1, (ii) Frank W. Bonvino, General Counsel of
           the Seller, to the effect set forth in Exhibit L-2, (iii) Foley &
           Lardner, special Wisconsin counsel to the Borrower and the
           Subsidiary Guarantors, to the effect set forth in Exhibit L-3,
           (iv) Shook, Hardy & Bacon P.C., Missouri counsel to the  Borrower
           and the Subsidiary Guarantors, to the effect set forth in
           Exhibit L-4, (v) Popham, Haik, Schnobrich & Kaufman, special
           Minnesota counsel to the Borrower and the Subsidiary Guarantors,
           to the effect set forth in Exhibit L-5  and (vi) each local
           counsel listed on Schedule 5.02(a) to the effect set forth in
           Exhibit L-6, in each case (A) dated the Closing Date,
           (B) addressed to the Agent, the Fronting Bank, the Lenders and the
           Collateral Agent and (C) covering such other matters incidental to
           the Loan Documents and the Transactions as the Agent shall
           request. The Borrower hereby instructs each such counsel to
           deliver its opinion to the Agent.

                 (b) All legal matters incident to this Agreement and the
           Borrowings hereunder shall be satisfactory to the Lenders and
           their counsel and to Cravath, Swaine & Moore, counsel for the
           Agent.

                 (c) The Agent shall have received (i) a copy of the
           certificate of incorporation, including all amendments thereto, of
           each of the Borrower and each Subsidiary Guarantor, certified as
           of a recent date by the Secretary of State of the state of its
           incorporation, and a certificate as to the good standing of each
           of the Borrower and each Subsidiary Guarantor as of a recent date,
           from such Secretary of State; (ii) a certificate of the Secretary
           or Assistant Secretary of each of the Borrower and each Subsidiary
           Guarantor dated the Closing Date and certifying (A) that attached
           thereto is a true and complete copy of the by-laws of the Borrower
           or such Subsidiary Guarantor, as the case may be, as in effect on
           the Closing Date and at all times since a date prior to the date
           of the resolutions described in clause (B) below, (B) that
           attached thereto is a true and complete copy of resolutions duly
           adopted by the Board of Directors of the Borrower or such
           Subsidiary Guarantor, as the case may be, authorizing the
           execution, delivery and performance of the Transaction Documents
           and the borrowings hereunder, and that such resolutions have not
           been modified, rescinded or amended and are in full force and
           effect, (C) that the certificate of incorporation of the Borrower
           or such Subsidiary Guarantor, as the case may be, has not been
           amended since the date of the last amendment thereto shown on the
           certificate of good standing furnished pursuant to clause (i)
           above and (D) as to the incumbency and specimen signature of each
           officer executing any Transaction Document or any other document
           delivered in connection herewith on behalf of the Borrower or such
           Subsidiary Guarantor, as the case may be; (iii) a certificate of
           another officer as to the incumbency and specimen signature of the
           Secretary or Assistant Secretary executing the certificate
           pursuant to (ii) above; and (iv) such other documents as the
           Lenders or their counsel or Cravath, Swaine & Moore, counsel for
           the Agent, may reasonably request.

                 (d) The Agent shall have received a certificate, dated the
           Closing Date and signed by a Financial Officer of the Borrower,
           confirming compliance with the conditions precedent set forth in
           paragraphs (b) and (c) of Section 5.01.

                 (e) The Agent shall have received all Fees and other amounts
           due and payable on or prior to the Closing Date.

                 (f) (i) The Existing Credit Agreement and all commitments
           thereunder to lend shall have been terminated, all amounts
           outstanding thereunder shall have been paid in full and all Liens
           on the property or assets of the Borrower or any Subsidiary
           securing any obligations thereunder or under any related agreement
           shall have been released and (ii) the Agent shall have received
           evidence satisfactory in form and substance to it demonstrating
           such termination, payment and release.

                 (g) The Guarantee Agreement shall have been duly executed by
           the Subsidiary Guarantors and the Collateral Agent, and shall be
           in full force and effect.  The Indemnity, Subrogation and
           Contribution Agreement shall have been duly executed by the
           Borrower, the Subsidiary Guarantors and the Collateral Agent and
           shall be in full force and effect.

                 (h) The Pledge Agreement shall have been duly executed by
           the parties thereto and delivered to the Collateral Agent and
           shall be in full force and effect, and all capital stock and debt
           securities to be pledged thereunder shall have been duly and
           validly pledged to the Collateral Agent for the ratable benefit of
           the Secured Parties and certificates representing such shares and
           securities, accompanied by instruments of transfer and stock
           powers endorsed in blank, shall be in the actual possession of the
           Collateral Agent.

                 (i) Each of the Security Agreement, the Trademark Security
           Agreement and the Collateral Assignment required to be executed by
           the Collateral Agent shall have been duly executed by the Borrower
           and all other parties thereto and shall have been delivered to the
           Collateral Agent and shall be in full force and effect on such
           date and each document (including each Uniform Commercial Code
           financing statement) required by law or reasonably requested by
           the Agent to be filed, registered or recorded in order to create
           in favor of the Collateral Agent for the benefit of the Secured
           Parties a valid, legal and perfected first-priority security
           interest in or lien on the Collateral (subject to any Lien
           expressly permitted by Section 7.02) described in each of such
           agreements shall have been delivered to the Collateral Agent.

                 (j) The Collateral Agent shall have received the results of
           a search of the Uniform Commercial Code filings (or equivalent
           filings) made with respect to the Borrower and the Subsidiary
           Guarantors in the States (or other jurisdictions) in which are
           located the chief executive offices of such Persons, any offices
           of such Persons in which records have been kept relating to
           Receivables and the other jurisdictions in which Uniform
           Commercial Code filings (or equivalent filings) are to be made
           pursuant to the preceding paragraph, together with copies of the
           financing statements (or similar documents) disclosed by such
           search, and accompanied by evidence satisfactory to the Agent that
           the Liens indicated in any such financing statement (or similar
           document) would be permitted under Section 7.02 or have been
           released.

                 (k) The Collateral Agent shall have received a Perfection
           Certificate with respect to each of the Borrower and each
           Subsidiary Guarantor dated the Closing Date and duly executed by a
           Responsible Officer of the Borrower.

                 (l) (i) Each of the Security Documents, in form and
           substance satisfactory to the Lenders, relating to each of the
           Mortgaged Properties (including each Mortgage) shall have been
           duly executed by the parties thereto and delivered to the
           Collateral Agent and shall be in full force and effect, (ii) each
           of such Mortgaged Properties shall not be subject to any Lien
           other than those permitted under Section 7.02, (iii) each of such
           Security Documents shall have been filed and recorded in the
           recording office as specified on Schedule 1.01(b) (or a lender's
           title insurance policy, in form and substance acceptable to Agent,
           insuring such Security Document as a first lien on such Mortgaged
           Property (subject to any Lien expressly permitted by Section 7.02)
           shall have been received by Agent) and, in connection therewith,
           the Agent shall have received evidence satisfactory to it of each
           such filing and recordation and (iv) the Collateral Agent shall
           have received such other documents, including a policy or policies
           of title insurance issued by a nationally recognized title
           insurance company, together with such endorsements, coinsurance
           and reinsurance as may be requested by the Agent, the Fronting
           Bank and the Lenders, insuring the Mortgages as valid first liens
           on the Mortgaged Properties, free of Liens other than those
           permitted under Section 7.02, together with such surveys,
           abstracts, appraisals and legal opinions required to be furnished
           pursuant to the terms of the Mortgages or as reasonably requested
           by the Agent, the Fronting Bank or the Lenders.

                 (m) The Borrower and the Subsidiaries shall have obtained 
           insurance on their respective properties and assets in compliance
           with Section 6.02 and the applicable provisions of the Security
           Documents.

                 (n) All policies of insurance maintained by the Borrower 
           and the Subsidiaries pursuant to Section 6.02 shall have been
           endorsed or otherwise amended to include a  standard  or  New
           York  lender's loss payable endorsement, in form and substance
           reasonably satisfactory to the Agent and the Collateral Agent,
           which endorsement shall provide that, from and after the Closing
           Date, the insurance carrier shall pay all proceeds otherwise
           payable to the Borrower or the Subsidiaries under such policies
           directly to the Collateral Agent if the insurance carrier shall
           have received written notice from the Agent or the Collateral
           Agent that an Event of Default has occurred.

                 (o) After giving effect to the Transactions, the amount
           available to be borrowed under the Revolving Facility shall not be
           less than $25,000,000.

                 (p) The Acquisition shall have been consummated or shall be
           consummated simultaneously with the closing of the Facilities in
           accordance with applicable law and the Stock Purchase Agreement
           (as in effect on March 17, 1994) and on terms satisfactory to the
           Lenders.

                 (q) After giving effect to the Acquisition and the other
           Transactions, the Borrower and the Subsidiaries shall have no
           liabilities other than (i) the Loans under the Facilities,
           (ii) the Subordinated Notes and (iii) other liabilities
           satisfactory to the Lenders and Indebtedness permitted under
           Section 7.01.

                 (r) The Lenders shall have received a pro forma consolidated
           balance sheet of the Borrower and the Subsidiaries as of the
           Closing Date, after giving effect to the Acquisition and the other
           Transactions, and the Lenders shall be satisfied with such balance
           sheet.

                 (s) The Lenders shall have received audited consolidated
           financial statements of Foodservice Corp. for the fiscal years
           ended February 1992 and February 1993 and for the nine months
           ended November 27, 1993, which financial statements shall have
           been prepared in accordance with GAAP and shall be in form and
           substance satisfactory to the Lenders and be accompanied by a
           report thereon prepared by KPMG Peat Marwick.

                 (t) The Lenders shall have received unaudited consolidated
           financial statements of (i) the Borrower for the three-month
           period ending April 2, 1994, and (ii)  Foodservice Corp. for the
           periods beginning (A) November 28, 1993, and ending on
           February 26, 1994, and (B) February 27, 1994, and ending on
           April 30, 1994, which financial statements shall have been
           prepared in accordance with GAAP applied on a basis consistent
           with the financial statements referred to in paragraph (t) above,
           subject to normal year-end audit adjustments and to the absence of
           footnotes required thereby.

                 (u) The Lenders shall be satisfied with the results of an
           examination of the accounts receivable and inventory of the
           Borrower and the Subsidiary Guarantors.

                 (v) The Borrower and the Subsidiaries shall have established
           cash management procedures, including concentration accounts,
           satisfactory to the Lenders.

                 (w) The Lenders shall be satisfied with all arrangements to
           be in place following the Closing Date between the Borrower
           (and/or Foodservice Corp.) and the Seller, including arrangements
           relating to trademark licensing, agreements not to compete and
           agreements to provide transitional services.  Unless otherwise
           agreed to by the Lenders, all such arrangements shall be on an
           arm's-length basis.

                 (x) The Lenders shall be satisfied with all legal, tax and
           accounting matters relating to the Acquisition, the financing
           therefor and all other transactions contemplated hereby.

                 (y) All requisite Governmental Authorities and third parties
           shall have approved or consented (excluding any consent relating
           to the Borrower's facility located at Cherokee, Iowa) to the
           Acquisition and the other Transactions to the extent required, all
           applicable appeal periods shall have expired and there shall be no
           governmental or judicial action, actual or threatened, that has or
           would have a reasonable likelihood of restraining, preventing or
           imposing burdensome conditions on the transactions contemplated
           hereby.

                 (z) There shall be no litigation or administrative
           proceedings or other legal or regulatory developments, actual or
           threatened (including any proposed statute, rule or regulation),
           that, in the judgment of the Lenders, involve a reasonable
           possibility of a Material Adverse Effect or a material adverse
           effect on the Acquisition.

                 (aa) There shall not have occurred, since November 27, 1993,
           any change that in the judgment of the Lenders could reasonably be
           expected to result in a Material Adverse Effect or a material
           adverse effect on the Acquisition.

                 (bb) The Mortgaged Properties shall each be in substantial
           compliance with all applicable material laws, rules, regulations,
           statutes (including any zoning, building, Environmental and Safety
           Law, ordinance, code or approval or any building permits) and all
           restrictions of record and all material agreements affecting the
           Mortgaged Property and all decrees or orders of any Governmental
           Authority with jurisdiction with respect thereto.

                 (cc) Each Lender shall have received the certified documents
           required to be delivered to it pursuant to Section 4.24(b).

                 (dd) The Agent shall have received for each of the Mortgaged
           Properties the following:

                       (i) (A) a copy of the original permanent or temporary
                 certificate of occupancy, if any, issued upon completion of
                 each Mortgaged Property (or any amendment issued upon
                 completion of any alteration) by the appropriate
                 Governmental Authority or appropriate evidence that the use
                 and occupancy of each Mortgaged Property is authorized or
                 (B) a letter from an appropriate Governmental Authority
                 stating that at the time of construction certificates of
                 occupancy were not required for each such Mortgaged Property
                 for which a certificate as described above has not been
                 delivered and, if reasonably requested by the Agent or
                 Collateral Agent, suitable evidence of the date of
                 construction of each improvement on such Mortgaged Property;

                       (ii) a copy of all material applications, licenses,
                 permits and authorizations which are necessary for the
                 construction and operation of the Mortgaged Property; and 

                       (iii) one of the following:  (A) a written
                 confirmation from the applicable zoning commission or other
                 appropriate Governmental Authority stating that each
                 Mortgaged Property complies with existing land use and
                 zoning ordinances, regulations and restrictions applicable
                 to such Mortgaged Property, (B) an opinion from local
                 counsel acceptable to the Agent to the same effect as
                 covered by clause (A) above, or (C) a zoning endorsement
                 satisfactory to the Agent in connection with the Collateral
                 Agent's mortgagee title insurance policy of such Mortgaged
                 Property.

                 (ee) None of the Borrower or any Subsidiary shall be in
           default in any manner under any provision of any indenture or
           other agreement or instrument evidencing Indebtedness, or any
           other material agreement or instrument to which it is a party or
           by which it or any of its properties are or may be bound, where
           such default could reasonably be expected to result in a Material
           Adverse Effect.

                                    ARTICLE VI

                               Affirmative Covenants

           The Borrower covenants and agrees with each Lender, the Agent and
     the Fronting Bank that, so long as the principal of or interest on any
     Loan or LC Disbursement, any Fees or any other expenses or amounts
     payable under any Loan Document shall be unpaid, unless the Required
     Lenders shall otherwise consent in writing, the Borrower will and will
     cause each of the Subsidiaries to:

           SECTION 6.01. Existence; Businesses and Properties. (a) Except as
     expressly permitted by Section 7.05, do or cause to be done all things
     necessary to preserve, renew and keep in full force and effect its legal
     existence.

           (b) Do or cause to be done all things necessary to obtain,
     preserve, renew, extend and keep in full force and effect the rights,
     licenses, permits, franchises, authorizations, patents, copyrights,
     trademarks and trade names material to the conduct of its business;
     maintain and operate such business in substantially the manner in which
     it is currently conducted and operated (or, in the case of any business
     acquired in a Permitted Acquisition, in substantially the manner in
     which it is conducted and operated as of the date on which such
     Permitted Acquisition is consummated); comply in all material respects
     with all material applicable laws, rules, regulations and statutes
     (including any zoning, building, Environmental and Safety Law,
     ordinance, code or approval or any building permits or any restrictions
     of record or agreements affecting the Mortgaged Property) and decrees
     and orders of any Governmental Authority, whether now in effect or
     hereafter enacted; and at all times maintain and preserve all property
     material to the conduct of such business and keep such property in good
     repair, working order and condition and from time to time make, or cause
     to be made, all needful and proper repairs, renewals, additions,
     improvements and replacements thereto necessary in order that the
     business carried on in connection therewith may be properly conducted at
     all times.

           (c) Maintain all financial records in accordance with GAAP.

           SECTION 6.02. Insurance. (a) Keep its properties (including
     Improvements and Personal Property (each as defined in the Mortgages))
     insured at all times by financially sound and reputable insurers against
     loss by fire, casualty and such other hazards as may be afforded by an
      all risk  policy or a fire policy covering  special  causes of loss,
     including building ordinance law endorsements; cause all such policies
     to be endorsed or otherwise amended to include a  standard  or  New
     York  lender's loss payable endorsement, in form and substance
     reasonably satisfactory to the Agent and the Collateral Agent, which
     endorsement shall provide that, from and after the Closing Date, the
     insurance carrier shall pay all proceeds otherwise payable to the
     Borrower or the applicable Subsidiary under such policies directly to
     the Collateral Agent if the insurance carrier shall have received
     written notice from the Agent or the Collateral Agent that an Event of
     Default has occurred); cause all such policies to provide that neither
     the Borrower, the Agent, the Collateral Agent nor any other party shall
     be a coinsurer thereunder and to contain a  Replacement Cost
     Endorsement , without any deduction for depreciation, and such other
     provisions as the Agent or the Collateral Agent may reasonably require
     from time to time to protect its interest; deliver original or certified
     copies of all such policies to the Collateral Agent at its request;
     cause each such policy to provide that it shall not be canceled,
     modified or not renewed (i) by reason of nonpayment of premium upon not
     less than 10 days' prior written notice thereof by insurer to the Agent
     and the Collateral Agent or (ii) for any other reason upon not less than
     30 days' prior written notice thereof by insurer to the Agent and the
     Collateral Agent; deliver to the Agent and the Collateral Agent, prior
     to the cancellation, modification or nonrenewal of any such policy of
     insurance, a copy of a renewal or replacement policy (or other evidence
     of renewal of a policy previously delivered to the Agent and the
     Collateral Agent) together with evidence satisfactory to the Agent and
     the Collateral Agent of payment of the premium therefor; and cause each
     all risk policy to be endorsed to provide for a waiver by the related
     insurer of all its rights to recovery against the Borrower or any
     Subsidiary for damage covered by such policy.

           (b) If at any time the area in which the Premises (as defined in
     the Mortgages) are located is designated (i) a  flood hazard area  in
     any Flood Insurance Rate Map published by the Federal Emergency
     Management Agency, obtain flood insurance in such total amount as the
     Collateral Agent or the Agent may from time to time reasonably require,
     and otherwise comply with the National Flood Insurance Program as set
     forth in said Flood Disaster Protection Act of 1973, as it may be
     amended from time to time or (ii) a  Zone 1  area, obtain earthquake
     insurance in such total amount as the Agent, the Collateral Agent or the
     Required Lenders may from time to time require.

           (c) With respect to any Mortgaged Property, carry and maintain
     comprehensive general liability insurance including the  broad form CGL
     endorsement  and coverage on an occurrence basis against claims made for
     personal injury (including bodily injury, death and property damage) and
     umbrella liability insurance against any and all claims, in no event for
     a combined single limit of less than $5,000,000, naming the Collateral
     Agent as an additional insured, on forms reasonably satisfactory to the
     Collateral Agent.

           (d) Notify the Agent and the Collateral Agent immediately whenever
     any separate insurance concurrent in form or contributing in the event
     of loss with that required to be maintained under this Section 6.02 is
     taken out by the Borrower or any Subsidiary; and promptly deliver to the
     Agent and the Collateral Agent a duplicate original copy of such policy
     or policies.

           (e) In connection with the covenants set forth in this
     Section 6.02, it is understood and agreed that:

                 (i) neither the Agent, the Lenders, the Fronting Bank, nor
           their agents or employees shall be liable for any loss or damage
           insured by the insurance policies required to be maintained under
           this Section 6.02, it being understood that (A) the Borrower and
           the Subsidiaries shall look solely to its insurance company or any
           other parties other than the aforesaid parties for the recovery of
           such loss or damage and (B) such insurance company shall have no
           rights of subrogation against the Agent, the Collateral Agent, the
           Lenders, the Fronting Bank or their agents or employees. If,
           however, the insurance policies do not provide waiver of
           subrogation rights against such parties, as requested above, then
           the Borrower hereby agrees, to the extent permitted by law, to
           waive (or cause the applicable Subsidiary to waive) its right of
           recovery, if any, against the Agent, the Collateral Agent, the
           Lenders, the Fronting Bank and their agents and employees; and

                 
                 (ii) the designation of any form, type or amount of insurance
           coverage by the Agent or the Collateral Agent under this
           Section 6.02, shall in no event be deemed a representation,
           warranty or advice by the Agent or the Collateral Agent or any
           Lender that such insurance is adequate for the purposes of the
           Borrower's or any Subsidiary's business or the protection of the
           Borrower's or any Subsidiary's properties.

           SECTION 6.03. Obligations and Taxes.  Pay and discharge promptly
     when due all material taxes, assessments and governmental charges or
     levies imposed upon it or upon its income or profits or in respect of
     its property, before the same shall become delinquent or in default, as
     well as all lawful claims for labor, materials and supplies or otherwise
     that, if unpaid, might give rise to a Lien upon such properties or any
     part thereof; provided, however, that such payment and discharge shall
     not be required with respect to any such obligation, tax, assessment,
     charge, levy or claim so long as the validity or amount thereof shall be
     contested in good faith by appropriate proceedings and the Borrower or
     the applicable Subsidiary shall have set aside on its books adequate
     reserves with respect thereto in accordance with GAAP and such contest
     operates to suspend collection of the contested obligation, tax,
     assessment or charge and enforcement of a Lien and, in the case of a
     Mortgaged Property, there is no risk of forfeiture of such property.

           SECTION 6.04. Financial Statements, Reports, etc. Furnish to the
     Agent and each Lender:

                 (a) as soon as available, and in no event later than 90 days
           after the end of each fiscal year (or 105 days if the Securities
           and Exchange Commission has granted an extension to the Borrower
           of the time to file its financial statements for such fiscal
           period), the consolidated and consolidating balance sheets and
           related statements of income and cash flow, showing the
           consolidated financial condition of the Borrower and its
           consolidated subsidiaries as of the close of such fiscal year and
           the results of their operations during such year, audited by
           Coopers & Lybrand or other independent public accountants of
           recognized national standing reasonably acceptable to the Required
           Lenders and accompanied by an opinion of such accountants (which
           shall not be qualified in any material respect) to the effect that
           such consolidated financial statements fairly present the
           consolidated financial condition and results of operations of the
           Borrower and its consolidated subsidiaries on a consolidated basis
           in accordance with GAAP consistently applied;

                 (b) as soon as available, and in no event later than 45 days
           (or 50 days if the Securities and Exchange Commission has granted
           an extension to the Borrower of the time to file its financial
           statements for such fiscal period) after the end of each of the
           first three fiscal quarters of each fiscal year, the unaudited
           consolidated and consolidating balance sheets and related
           statements of income and changes in financial position, showing
           the consolidated financial condition of the Borrower and its
           consolidated subsidiaries as of the close of such fiscal quarter
           and the results of their operations during such fiscal quarter and
           the then elapsed portion of the fiscal year, all certified by a
           Financial Officer of the Borrower as fairly presenting the
           consolidated financial condition and results of operations of the
           Borrower and its consolidated subsidiaries in accordance with GAAP
           consistently applied, subject to normal year-end audit
           adjustments;

                 (c) concurrently with any delivery of financial statements
           under (a) or (b) above, a certificate of the accounting firm or a
           Financial Officer of the Borrower opining on or certifying such
           statements (which certificate, when furnished by an accounting
           firm, may be limited to accounting matters and disclaim
           responsibility for legal interpretations) (i) certifying that no
           Event of Default or Default has occurred or, if such an Event of
           Default or Default has occurred, specifying the nature and extent
           thereof and any corrective action taken or proposed to be taken
           with respect thereto and (ii) setting forth computations in
           reasonable detail satisfactory to the Agent demonstrating
           compliance with the covenants contained in Sections 7.14, 7.15 and
           7.16;

                 (d) promptly after the same become publicly available,
           copies of all periodic and other reports, proxy statements and
           other materials filed by Borrower or any of the Subsidiaries with
           the Securities and Exchange Commission, or any governmental
           authority succeeding to any of or all the functions of said
           Commission, or with any national securities exchange, or
           distributed to any of their shareholders or holders of their debt
           securities, as the case may be;

                 (e) promptly after the end of each fiscal month (but in no
           event later than the sixth Business Day of the following month) a
           Borrowing Base Certificate as of the last day of the fiscal month
           most recently ended (it being understood that nothing in this
           paragraph (e) shall limit the ability of the Borrower to deliver a
           Borrowing Base Certificate more frequently than once each fiscal
           month):

                 (f) promptly following the preparation thereof, copies of
           each management letter prepared by the Borrower's auditors
           (together with any response thereto prepared by the Borrower);

                 (g) not later than 30 days (or 60 days in the case of the
           fiscal year ending December 30, 1995) after the commencement of
           each fiscal year, forecasted financial projections through the end
           of such fiscal year, in substantially the same form and format as
           set forth in Section 9 of the Confidential Information Memorandum
           (including a specification of the underlying assumptions), all
           certified by a Financial Officer of the Borrower to be a good
           faith estimate of the forecasted financial projections for such
           fiscal year;

                 (h) at least ten Business Days prior to any Permitted
           Acquisition, financial projections covering the period from the
           date of such Permitted Acquisition through the Maturity Date
           giving effect to such Permitted Acquisition and demonstrating
           compliance by the Borrower on a pro forma basis with the covenants
           set forth in Article VII from and after the date of, and after
           giving effect to, such Permitted Acquisition through the Maturity
           Date;

                 (i) upon the earlier of (i) 105 days after the end of each
           fiscal year of the Borrower and (ii) the date on which the
           financial statements with respect to such period are delivered
           pursuant to paragraph (a) above, a certificate of a Financial
           Officer of the Borrower setting forth, in detail reasonably
           satisfactory to the Agent, the amount of Excess Cash Flow, if any,
           for such period;

                 (j) promptly, from time to time, such other information
           regarding the operations, business affairs and financial condition
           of the Borrower and the Subsidiaries, or compliance with the terms
           of any Loan Document, as the Agent, the Fronting Bank or any
           Lender may reasonably request;

                 (k) promptly, a copy of any notice of a default received by
           the Borrower or any Subsidiary Guarantor under any other Loan
           Document;

                 (l) promptly, notice of any material change in or addition
           to the types of Inventory maintained on the date hereof.

           SECTION 6.05. Litigation and Other Notices. Furnish to the Agent,
     the Fronting Bank, the Collateral Agent and each Lender prompt written
     notice of the occurrence of the following:

                 (a) any Event of Default or Default, specifying the nature
           and extent thereof and the corrective action (if any) proposed to
           be taken with respect thereto;

                 (b) the filing or commencement of, or any threat or notice
           of intention of any Person to file or commence, any action, suit
           or proceeding, whether at law or in equity or by or before any
           Governmental Authority, against the Borrower or any Affiliate
           thereof that, if adversely determined, could reasonably be
           expected to result in a Material Adverse Effect;  and

                 (c) any development that has resulted in, or could
           reasonably be anticipated to result in, a Material Adverse Effect.

           SECTION 6.06. ERISA. (a) Comply in all material respects with the
     applicable provisions of ERISA and the Code and (b) furnish to the
     Agent, the Fronting Bank and each Lender (i) as soon as possible, and in
     any event within 30 days after any Responsible Officer of the Borrower
     or any ERISA Affiliate either knows or has reason to know that any
     Reportable Event has occurred that alone or together with any other
     Reportable Event could reasonably be expected to result in liability of
     the Borrower or any ERISA Affiliate to the PBGC in an aggregate amount
     exceeding $19,000,000 (or, in the event of an increase in the
     underfunding of any Plan solely as a result of a change after the date
     hereof in any discount rate applicable to such Plan, $23,000,000), a
     statement of a Financial Officer of the Borrower setting forth details
     as to such Reportable Event and the action proposed to be taken by the
     Borrower with respect thereto, together with a copy of the notice, if
     any, of such Reportable Event given to the PBGC, (ii) promptly after
     receipt thereof, a copy of any notice the Borrower or any ERISA
     Affiliate may receive from the PBGC relating to the intention of the
     PBGC to terminate any Plan or Plans (other than a Plan maintained by an
     ERISA Affiliate that is considered an ERISA Affiliate only pursuant to
     subsection (m) or (o) of Section 414 of the Code) or to appoint a
     trustee to administer any such Plan, (iii) promptly, and in any event
     within 20 days after the due date for filing with the PBGC pursuant to
     Section 412(n) of the Code of a notice of failure to make a required
     installment or other payment with respect to a Plan, a statement of a
     Financial Officer of the Borrower setting forth details as to such
     failure and the action proposed to be taken with respect thereto,
     together with a copy of such notice given to the PBGC and (iv) promptly
     and in any event within 30 days after receipt thereof by the Borrower or
     any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of
     each notice received by the Borrower or any ERISA Affiliate concerning
     (A) the imposition of Withdrawal Liability or (B) a determination that a
     Multiemployer Plan is, or is expected to be, terminated or in
     reorganization, in each case within the meaning of Title IV of ERISA.

           SECTION 6.07. Maintaining Records; Access to Properties and
     Inspections. Maintain all financial records in accordance with GAAP and
     permit, upon reasonable notice and during business hours, any
     representatives designated by the Agent, the Fronting Bank,  the
     Collateral Agent or any Lender to visit and inspect the financial
     records and the properties of the Borrower and any Subsidiary as often
     as reasonably requested and to make extracts from and copies of such
     financial records, and permit any representatives designated by the
     Agent, the Fronting Bank, the Collateral Agent or any Lender to discuss
     the affairs, finances and condition of the Borrower and any Subsidiary
     or any properties of Borrower and any Subsidiary with the officers
     thereof and independent accountants therefor (it being understood that
     the Borrower may participate in any such discussion); and permit the
     Agent, at the Borrower's expense, to audit the computations in any
     Borrowing Base Certificate and to audit the existence and condition of
     accounts receivable and inventory included in the Borrowing Base.

           SECTION 6.08. Use of Proceeds. Use the Letters of Credit and the
     proceeds of the Loans only for the purposes set forth in the preamble to
     this Agreement.

           SECTION 6.09. Fiscal Year. Cause its fiscal year to end on the
     Saturday closest to January 1 of each year.

           SECTION 6.10. Further Assurances. (a) Execute any and all further
     documents, financing statements, agreements and instruments, and take
     all further action (including filing Uniform Commercial Code and other
     financing statements, mortgages and deeds of trust) that may be required
     under applicable law, or which the Required Lenders, the Agent or the
     Collateral Agent may reasonably request, in order to effectuate the
     transactions contemplated by the Transaction Documents and in order to
     grant, preserve, protect and perfect the validity and first priority of
     the security interests created or intended to be created by the Security
     Documents. In addition, from time to time, the Borrower will, and will
     cause the Subsidiaries to, at the Borrower's or such Subsidiary's cost
     and expense, promptly secure the Obligations by pledging or creating, or
     causing to be pledged or created, perfected security interests with
     respect to such of its assets and properties as the Agent or the
     Required Lenders shall designate (it being understood that it is the
     intent of the parties that the Obligations shall be secured by, among
     other things, substantially all the assets of the Borrower and the
     Subsidiaries (including (i) any real property and improvements thereon
     acquired after the Closing Date the fair market value of which equals or
     exceeds $3,000,000 on the date of acquisition thereof, (ii) any
     leasehold interest in property acquired after the Closing Date upon
     which the Borrower or any Subsidiary intends, as of the date of such
     acquisition, to conduct material operations and (iii) any other material
     properties (other than any properties the acquisition of which was
     financed with Indebtedness under Section 7.01(d) or 7.01(e)) acquired
     after the Closing Date)). Such security interests and Liens will be
     created under the Security Documents and other security agreements,
     mortgages, deeds of trust and other instruments and documents in form
     and substance satisfactory to the Required Lenders, and each of the
     Borrower and the Subsidiaries shall deliver or cause to be delivered to
     the Lenders all such instruments and documents (including legal
     opinions, title insurance policies and lien searches) as the Required
     Lenders shall reasonably request to evidence compliance with this
     Section 6.10. Each of the Borrower and the Subsidiaries agrees to
     provide such evidence as the Required Lenders shall reasonably request
     as to the perfection and priority status of each such security interest
     and Lien. 

           (b)(i) Without limiting the generality of paragraph (a) above,
     promptly cause each subsidiary created or acquired by it from time to
     time in accordance with the terms of this Agreement to undertake the
     obligation of and to become (A) a Subsidiary Guarantor under the
     Guarantee Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Guarantee Agreement, (B) a
     Subsidiary Guarantor under the Indemnity, Subrogation and Contribution
     Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Indemnity, Subrogation and
     Contribution Agreement, (C) a Pledgor under the Pledge Agreement
     pursuant to one or more instruments or agreements substantially in the
     form of Annex 1 to the Pledge Agreement, (D) to the extent such
     subsidiary owns or leases any real property, a Mortgagor under a
     Mortgage or Leasehold Mortgage, as applicable, (E) a Grantor under the
     Security Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 3 to the Security Agreement, (F) a
     Grantor under the Trademark Security Agreement pursuant to one or more
     instruments or agreements substantially in the form of Annex 1 to the
     Trademark Security Agreement and (G)  a Grantor under the Collateral
     Assignment pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Collateral Assignment and
     (ii) pledge the shares of capital stock of each such subsidiary to the
     Collateral Agent for the benefit of the Lenders pursuant to the Pledge
     Agreement.

           (c) Without limiting the generality of paragraphs (a) and (b)
     above, cause each Subsidiary that shall deliver a guarantee pursuant to
     Section 4.17 of the Subordinated Note Indenture to become (to the extent
     not already a party thereto) a Subsidiary Guarantor under the Guarantee
     Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Guarantee Agreement.

           SECTION 6.11. Environmental and Safety Laws. (a) Comply with, and
     ensure compliance by all tenants and subtenants with, all Environmental
     and Safety Laws and obtain and comply with and maintain, and ensure that
     all tenants and subtenants obtain and comply with and maintain, any and
     all licenses, approvals, registrations or permits required by
     Environmental and Safety Laws, except to the extent that failure to so
     comply or to obtain and comply with and maintain such licenses,
     approvals, registrations and permits does not have, and could not
     reasonably be expected to result in, a Material Adverse Effect.

           (b) Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions, required under
     Environmental and Safety Laws and promptly comply with all lawful orders
     and directives of all Governmental Authorities respecting Environmental
     and Safety Laws, except to the extent that the same are being contested
     in good faith by appropriate proceedings and the pendency of such
     proceedings and the failure to so conduct, complete or comply would not
     have a Material Adverse Effect.

           (c) Promptly notify the Agent of any of the following that is
     reasonably  likely to have a Material Adverse Effect:

                 (i) any Environmental Claim that the Borrower or any
           Subsidiary receives, including one to take or pay for any
           remedial, removal, response or cleanup or other action with
           respect to any Hazardous Substance contained on any property
           owned, leased or operated by the Borrower or any Subsidiary;

                 (ii) any notice of any alleged violation of any
           Environmental and Safety Law; and

                 (iii) any commencement or threatened commencement of any
           judicial or administrative proceeding or investigation alleging a
           violation or potential violation of any requirement of
           Environmental and Safety Law.

           (d) Without limiting the generality of Section 10.05(b), indemnify
     the Agent, the Fronting Bank, the Collateral Agent and each Lender and
     each of their respective directors, officers, employees, agents and
     Affiliates (each such Person being called an  Indemnitee ) against, and
     to hold each Indemnitee harmless from, any claims, demands, penalties,
     fines, liabilities, settlements, damages, costs and expenses (including
     reasonable counsel fees, charges and disbursements) of whatever kind or
     nature arising out of, or in any way relating to, the violation of,
     noncompliance with or liability under any Environmental and Safety Laws
     applicable to the operations of the Borrower or any Subsidiary on the
     Mortgaged Properties, or any orders, requirements or demands of
     Governmental Authorities related thereto, including, without limitation,
     reasonable attorney's and consultant's fees, reasonable investigation
     and laboratory fees, response costs, court costs and litigation
     expenses, except to the extent that any of the foregoing are found by a
     final and nonappealable decision of a court of competent jurisdiction to
     have resulted from the gross negligence or wilful misconduct of the
     Indemnitee seeking indemnification therefor. This indemnity shall
     continue in full force and effect regardless of the termination of this
     Agreement and the other Loan Documents.

           SECTION 6.12 Collection Account Arrangements. (a) In the case of
     the Borrower and each Subsidiary Guarantor, establish as of the Closing
     Date and thereafter maintain at all times all its collection or deposit
     accounts with the Collateral Agent or one or more Lenders.

           (b) Cause all payments and remittances in respect of Receivables
     and Inventory that are collected by or on behalf of the Borrower or any
     Subsidiary Guarantor to be promptly deposited on a daily basis in the
     collection or deposit accounts referred to in paragraph (a) above.

                                    ARTICLE VII

                                Negative Covenants

           The Borrower covenants and agrees with each Lender, the Agent and
     the Fronting Bank that, so long as the principal of or interest on any
     Loan or LC Disbursement, any Fees or any other expenses or amounts
     payable under any Loan Document shall be unpaid, unless the Required
     Lenders shall otherwise consent in writing, the Borrower will not and
     will not permit any of the Subsidiaries to, directly or indirectly:

           SECTION 7.01. Indebtedness. Incur, create, assume or permit to
     exist any Indebtedness, except:

                 (a) Indebtedness for borrowed money existing on the date
           hereof (other than the Subordinated Notes) and set forth on
           Schedule 7.01 (and any extensions, renewals or replacements of
           such Indebtedness to the extent that the aggregate principal
           amount of such Indebtedness is not at any time increased);

                 (b) in the case of the Borrower, the Loans;

                 (c) in the case of the Subsidiary Guarantors, their
           respective guarantees of the Obligations pursuant to the Guarantee
           Agreement;

                 (d) Indebtedness consisting of purchase money Indebtedness
           incurred in the ordinary course of business after the Closing Date
           to finance Capital Expenditures permitted under Section 7.14;
           provided, however, that (i) for purposes of Section 7.14, the
           aggregate principal amount of any such Indebtedness shall be
           deemed to be a Capital Expenditure at the time incurred or
           assumed, (ii) the sum of (A) the aggregate principal amount of
           Indebtedness permitted pursuant to this Section 7.01(d), (B) any
           Capital Lease Obligations permitted pursuant to Sections 7.01(e)
           and 7.11(b) and (C) the aggregate principal amount of Indebtedness
           permitted pursuant to Section 7.01(k) shall not exceed $15,000,000
           at any time outstanding and (iii) such Indebtedness is incurred
           within 120 days after the making of the Capital Expenditures
           financed thereby;

                 (e) Indebtedness in respect of Capital Lease Obligations
           permitted under Section 7.11(b);

                 (f) in the case of the Borrower, the Subordinated Notes and
           any Indebtedness ( Subordinated Note Refinancing Debt ) the
           proceeds of which are used to refinance all or any portion of the
           Subordinated Notes, provided that (i) the maximum principal amount
           of such Subordinated Note Refinancing Debt shall not exceed the
           sum of (x) the then-outstanding principal amount of the
           Subordinated Notes so refinanced, (y) the amount of accrued and
           unpaid interest thereon and (z) the amount of any premium payable
           in connection with such refinancing, (ii) the weighted average
           life to maturity of the Subordinated Note Refinancing Debt shall
           be greater than or equal to the weighted average life to maturity
           of the Subordinated  Notes and the first scheduled principal
           payment in respect of such Subordinated Note Refinancing Debt
           shall be no earlier than the first scheduled principal payment in
           respect of the Subordinated Notes, (iii) the stated maturity of
           such Subordinated Note Refinancing Debt shall be no earlier than
           the stated maturity of the Subordinated Notes, (iv)  no material
           terms applicable to such Subordinated Note Refinancing Debt
           (including the subordination provisions thereof) shall be more
           favorable to the refinancing lenders than the terms that are
           applicable to the holders of the Subordinated Notes, (v) such
           Subordinated Note Refinancing Debt shall be Indebtedness of the
           Borrower, (vi) such Subordinated Note Refinancing Debt shall be
           unsecured and shall not be guaranteed by any Subsidiary in any
           respect, (vii) after giving effect to the incurrence of such
           Subordinated Note Refinancing Debt as if it had been incurred on
           first day of the Borrower's most recently completed period of four
           consecutive fiscal quarters, the Borrower would have been in
           compliance with the covenant set forth in Section 7.15 as of the
           last day of such four-fiscal-quarter period  and the covenant set
           forth in Section 7.16 for such four-fiscal-quarter period and
           (viii) such Subsidiary Note Refinancing Debt may not be incurred
           if, at the time of such incurrence, a Default or Event of Default
           has occurred and is continuing or would result therefrom; 

                 
                 (g) open-account advances among the Borrower and any
           Subsidiary Guarantor the capital stock of which is pledged under
           the Pledge Agreement, or among any Subsidiary that is not a
           Subsidiary Guarantor and any other Subsidiary that is not a
           Subsidiary Guarantor, which advances shall be made in the ordinary
           course of business and consistent with past practice;

                 (h) Indebtedness incurred or assumed in connection with any
           Permitted Acquisition, provided that such Indebtedness is
           permitted to be so incurred or assumed under Section 7.05(d); 

                 (i) In the case of any Subsidiary, any guarantee delivered
           or incurred pursuant to Section 4.17 of the Subordinated Note
           Indenture; 

                 (j) In the case of the Borrower, unsecured senior or
           subordinated Indebtedness having terms and conditions (including
           terms and conditions relating to interest rate, principal amount,
           maturity, fees, covenants, defaults, remedies and, if applicable,
           subordination) satisfactory in all respects to the Required
           Lenders if, after giving effect to the incurrence of such
           Indebtedness as if it had been incurred on the first day of the
           most recently completed period of four consecutive fiscal
           quarters, the Borrower and the Subsidiaries would be in compliance
           with Section 7.16 with respect to such period of four consecutive
           fiscal quarters (any Indebtedness satisfying each of the criteria
           set forth in this clause (j) is referred to herein as  Specified
           Permitted Debt );

                 (k) other unsecured Indebtedness in an aggregate principal
           amount at any time outstanding not in excess of $15,000,000 less
           the sum of (i) the aggregate principal amount of Indebtedness
           permitted pursuant to Section 7.01(d) and (ii) any Capital Lease
           Obligations permitted pursuant to Sections 7.01(e) and 7.11(b);
           and

                 (l) in the case of the Borrower, any Rate Protection
           Agreement entered into after consultation with the Agent.

           SECTION 7.02. Liens. Create, incur, assume or permit to exist any
     Lien on any property or assets (including stock or other securities of
     any Person) now owned or hereafter acquired by it or on any income or
     revenues or rights in respect of any thereof, except:

                 (a) Liens on property or assets of the Borrower and the
           Subsidiaries existing on the date hereof and set forth on
           Schedule 7.02, provided that such Liens shall secure only those
           obligations that they secure on the date hereof;

                 (b) any Lien existing on any property or asset prior to the
           acquisition thereof (other than any property or assets acquired in
           connection with a Permitted Acquisition) by the Borrower or any
           Subsidiary, provided that (i) such Lien is not created in
           contemplation of or in connection with such acquisition, (ii) such
           Lien does not apply to any other property or assets of the
           Borrower or any Subsidiary and (iii) such Lien does not
           (A) materially interfere with the use, occupancy and operation of
           any property, (B) materially reduce the fair market value of such
           property but for such Lien or (C) result in any material increase
           in the cost of operating, occupying or owning (or leasing) such
           property;

                 (c) Liens for taxes, assessments or governmental charges not
           yet due and payable or which are being contested in compliance
           with Section 6.03;

                 (d) carriers', warehousemen's, mechanics', materialmen's,
           repairmen's, landlord's or other like Liens arising in the
           ordinary course of business and securing obligations that are not
           due and payable or which are being contested in compliance with
           Section 6.03;

                 (e) pledges and deposits made in the ordinary course of
           business in compliance with workmen's compensation, unemployment
           insurance and other social security laws or regulations;

                 (f) pledges and deposits to secure the performance of bids,
           trade contracts (other than for Indebtedness), leases, statutory
           obligations, surety and appeal bonds, performance bonds and other
           obligations of a like nature incurred in the ordinary course of
           business;

                 (g) zoning restrictions, easements, rights-of-way,
           restrictions on use of real property and other similar
           encumbrances that do not materially impair the current use or the
           value of the property subject thereto;

                 (h) purchase money security interests in real property,
           improvements thereto or equipment hereafter acquired (or, in the
           case of improvements, constructed) (other than any such real
           property, improvements or equipment acquired in connection with a
           Permitted Acquisition)  by the Borrower or any Subsidiary,
           provided that (i) such security interests secure Indebtedness
           permitted by Section 7.01(i), (ii) such security interests are
           incurred, and the Indebtedness secured thereby is created, within
           120 days after such acquisition (or construction), (iii) the
           Indebtedness secured thereby does not exceed 90% of the lesser of
           the cost or the fair market value of such real property,
           improvements or equipment at the time of such acquisition (or
           construction) and (iv) such security interests do not apply to any
           other property or assets of the Borrower or any Subsidiary;

                 (i) Liens in connection with Capital Lease Obligations
           incurred pursuant to Section 7.01(e);

                 (j) any Lien created under the Loan Documents; and

                 (k) extensions, renewals and replacements of Liens referred
           to in clauses (a), (b), (h) and (i) above,  provided that any such
           extension, renewal or replacement Lien is limited to the property
           or assets covered by the Lien so extended, renewed or replaced and
           does not secure any Indebtedness in addition to that secured
              immediately prior to such extension, renewal or replacement.

              SECTION 7.03. Sale and Leaseback Transactions. Enter into any
        arrangement, directly or indirectly, with any Person whereby it shall
        sell or transfer any property, real or personal, used or useful in its
        business, whether now owned or hereafter acquired, and thereafter rent
        or lease such property or other property that it intends to use for
        substantially the same purpose or purposes as the property being sold or
        transferred.

              SECTION 7.04. Investments, Loans and Advances. Purchase, hold or
        acquire any capital stock, evidences of Indebtedness or other securities
        of, make or permit to exist any loans or advances to, or make or permit
        to exist any investment or any other interest in, any other Person,
        except:

                   (a) (i) investments by the Borrower and the Subsidiaries
             existing on the date hereof in the capital stock of the
             Subsidiaries and (ii) investments after the date hereof by the
             Borrower and the Subsidiaries in the capital stock of any
             Subsidiary Guarantor the capital stock of which is pledged under
             the Pledge Agreement;

                   (b) Permitted Investments;

                   (c) pledges and deposits permitted under paragraph (f) of
             Section 7.02; 

                   (d) investments by the Borrower or any Subsidiary Guarantor
             that is a wholly owned Subsidiary in capital stock in connection
             with any Permitted Acquisition, so long as the Borrower, such
             Subsidiary Guarantor and any subsidiary formed or acquired in
             connection with such Permitted Acquisition shall have complied
             with Section 6.10;  

                   (e) loans or advances among the Borrower and the
             Subsidiaries to the extent permitted under Section 7.01(g);

                   (f) investments received in connection with the bankruptcy
             or reorganization of suppliers and customers in settlement of
             delinquent obligations of, and other disputes with, customers and
             suppliers arising in the ordinary course of business;

                   (g) loans or advances to employees of the Borrower or any
             Subsidiary in an aggregate principal amount not to exceed 
             $1,000,000 at any time outstanding;

                   (h) investments in promissory notes issued by a purchaser as
             consideration for the purchase of assets or property from the
             Borrower or any Subsidiary, provided that (i) the principal amount
             of any such promissory note does not exceed 25% of the purchase
             price paid by such purchaser in connection with such purchase,
             (ii) such sale of assets or property is permitted under Section
             7.05, (iii) the aggregate principal amount of all such notes held
             by the Borrower and its Subsidiaries shall not exceed $5,000,000
             at any time and (iv) such notes shall have been pledged  to the
             Collateral Agent under the Pledge Agreement for the ratable
             benefit of the Secured Parties; 

                   (i) investments in Joint Ventures (or other similar
             investments outside the United States) in the Borrower's primary
             line of business or a related business, provided that the
             aggregate amount of such investments, determined on the basis of
             the original cost of such investments on the respective dates of
             such investments, shall not at any time exceed the sum of  (i)
             $2,000,000 (excluding the cost of the Borrower's currently
             contemplated investment in Delicias, State of Chihuahua, Mexico)
             and (ii) the amount of cash received by the Borrower by way of
             dividend or distribution as a return on such investments
             (excluding amounts received in respect of the Borrower's
             aforementioned investment in Mexico); and

                   (j) investments in futures contracts in the ordinary course
             of business pursuant to an Inventory hedging program developed
             after consultation with the Agent.

             SECTION 7.05. Mergers, Consolidations, Sales of Assets and
        Acquisitions. Merge into or consolidate with any other Person, or permit
        any other Person to merge into or consolidate with it, or sell,
        transfer, assign, lease, sublease or otherwise dispose of (in one
        transaction or in a series of transactions) all or any substantial part
        of any asset (whether now owned or hereafter acquired) or any capital
        stock of any Subsidiary, or purchase, lease or otherwise acquire (in one
        transaction or a series of transactions) all or any substantial part (to
        the extent such assets constitute one or more distinct business units or
        operations) of the assets of any other Person; provided, however, that:

                   (a) the Borrower and any Subsidiary may sell Permitted
             Investments for cash;

                   (b) the Borrower and any Subsidiary may sell, transfer or
             otherwise dispose of used or surplus equipment, vehicles and other
             assets in the ordinary course of business (to the extent that the
             Borrower shall have complied with the provisions of
             Section 2.13(c));

                   (c) the Borrower and any Subsidiary may purchase and sell
             inventory in the ordinary course of business; 

                   (d) the Borrower or any Subsidiary Guarantor that is a
             wholly owned Subsidiary may make acquisitions of assets or capital
             stock of any corporation organized and validly existing under the
             laws of the United States,  any State thereof or the District of
             Columbia, so long as (i) such acquisition shall not have been
             preceded by an unsolicited tender offer for such capital stock by
             the Borrower or any of its Affiliates; (ii) such acquisition and
             all transactions related thereto shall be consummated in
             accordance with applicable laws, including Regulations of the
             Board; (iii) such acquisition shall constitute an acquisition of
             all or a portion of the assets of, or 100% of the common stock of,
             a corporation engaged primarily in the Borrower's primary line of
             business as of the Closing Date or a related business;
             (iv) simultaneously with the acquisition thereof, all capital
             stock acquired in connection with such acquisition shall be duly
             and validly pledged to the Collateral Agent for the ratable
             benefit of the Secured Parties; (v)(A) a valid and perfected first
             priority security interest or lien in favor of the Collateral
             Agent for the ratable benefit of the Secured Parties shall be
             created in all assets acquired in connection with such acquisition
             simultaneously with the acquisition thereof and (B) a valid and
             perfected first priority security interest or lien in favor of the
             Collateral Agent for the ratable benefit of the Secured Parties
             shall be created in all the assets of any Subsidiary the capital
             stock of which is acquired in connection with such acquisition,
             and any Subsidiary acquired or created in connection with such
             acquisition shall become a Grantor under the Security Agreement,
             the Trademark Security Agreement and the Collateral Assignment, a
             Pledgor under the Pledge Agreement and a Subsidiary Guarantor
             under the Guarantee Agreement and the Indemnity, Subrogation and
             Contribution Agreement, in each case in accordance with
             Section 6.10, and the Borrower and any Subsidiary shall execute
             and/or deliver any documents, financing statements, agreements and
             instruments (including a Mortgage and, if requested by the
             Collateral Agent, an appraisal of any real property acquired in
             such acquisition) and take all action (including filing Uniform
             Commercial Code and other financing statements) that may be
             required under applicable law, or that the Collateral Agent may
             request, in order to grant, preserve, protect and perfect any
             security interest or lien contemplated by this clause (v); (vi) no
             capital stock or assets acquired in connection with such
             acquisition shall be subject to any Lien (other than Liens created
             under the Security Documents and Liens permitted under
             Section 7.02); (vii) neither the Borrower nor any Subsidiary may
             assume or incur, directly or indirectly, any Indebtedness or other
             liability (including any contingent liability) in connection with
             such acquisition (other than (a) the Borrowings hereunder used to
             finance all or part of the purchase price of such acquisition and
             (b) other liabilities of the acquired business, provided that the
             aggregate amount of liabilities assumed or incurred by the
             Borrower and the Subsidiary Guarantors, collectively, under this
             clause (b) shall not exceed $5,000,000 outstanding at any time);
             (viii) the Borrower and its consolidated subsidiaries shall
             satisfy, on a pro forma basis as of the date on which such
             acquisition is consummated, after giving effect to such
             acquisition as if it had occurred on the first day of the most
             recently completed period of four consecutive fiscal quarters
             preceding the date on which such acquisition is consummated, the
             covenants set forth in Sections 7.15 and 7.16; and (ix) after
             giving effect to such acquisition, there shall not have occurred
             any Material Adverse Effect  (any acquisition satisfying each of
             the criteria set forth in this sentence is referred to herein as a
              Permitted Acquisition ); and 

                   (e)(i) any Subsidiary Guarantor may merge into or be
             liquidated into the Borrower in a transaction in which the
             Borrower is the surviving corporation, (ii) any Subsidiary
             Guarantor may merge into or be liquidated into or consolidate with
             any other Subsidiary Guarantor, in either case in a transaction in
             which no person other than the Borrower or a Subsidiary Guarantor
             receives any consideration and (iii) any Subsidiary that is not a
             Subsidiary Guarantor may merge into or be liquidated into or
             consolidate with any other Subsidiary that is not a Subsidiary
             Guarantor.

             SECTION 7.06. Dividends and Distributions. Declare or pay,
        directly or indirectly, any dividend or make any other distribution (by
        reduction of capital or otherwise), whether in cash, property,
        securities (other than capital stock or the right to acquire capital
        stock) or a combination thereof, with respect to any shares of its
        capital stock or directly or indirectly redeem, purchase, retire or
        otherwise acquire for value any shares of any class of its capital stock
        or set aside any amount for any such purpose; provided, however, that
        any Subsidiary may declare and pay dividends or make other distributions
        to any other Subsidiary and to the Borrower (except that no Subsidiary
        Guarantor may declare or pay dividends or make other distributions to
        any Subsidiary that is not a Subsidiary Guarantor).

             SECTION 7.07. Transactions with Affiliates. Sell or transfer any
        property or assets to, or purchase or acquire any property or assets
        from, or otherwise engage in any other transactions with, any of its
        Affiliates (other than the Borrower and its Subsidiaries), except that
        as long as no Default or Event of Default shall have occurred and be
        continuing, the Borrower and any Subsidiary may engage in any of the
        foregoing transactions in the ordinary course of business at prices and
        on terms and conditions no less favorable to the Borrower or such
        Subsidiary as the case may be, than could be obtained on an arm's-length
        basis from unrelated third parties.

             SECTION 7.08. Business of Borrower and the Subsidiaries. Engage at
        any time in any business or business activity other than the business
        currently conducted by it or any other business related thereto and
        business activities reasonably incidental or related thereto. 

             SECTION 7.09. Limitations on Debt Prepayments. (a) Optionally
        prepay, repurchase or redeem or otherwise defease or segregate funds
        with respect to any Specified Permitted Debt, the Subordinated Notes or
        any guarantee delivered in accordance with Section 4.17 of the
        Subordinated Note Indenture; provided, however, that the Borrower may
        repurchase or redeem with cash  Subordinated Notes in an amount not to
        exceed in any fiscal year the Borrower's Portion of Excess Cash Flow for
        the preceding fiscal year.

             (b) Permit any amendment or modification to the terms of any
        Specified Permitted Debt, the Subordinated Notes, the Subordinated Note
        Indenture or any guarantee delivered or incurred pursuant to
        Section 4.17 of the Subordinated Note Indenture if the effect of such
        amendment or modification is to impose additional or increased scheduled
        or mandatory repayment, retirement, repurchase or redemption obligations
        in respect of such Indebtedness or to require any scheduled or mandatory
        payment to be made in respect of such Indebtedness prior to the date
        that such payment would otherwise be due.

             (c) Take any action in violation of, or permit any amendment or
        modification that is adverse in any respect to the Lenders with respect
        to, any applicable subordination provisions of any Indebtedness.

             (d) Pay interest, principal or premium on, or the purchase price
        of, the Subordinated Notes to any holder thereof or trustee therefor
        prior to the date on which any such principal, premium, interest or
        purchase price is due.

             (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 under  Section 4.13 of the Subordinated
        Note Indenture.

             SECTION 7.10. Amendment of Certain Documents and Subordinated
        Notes. Permit any termination of, or any amendment or modification that
        in the reasonable judgment of the Agent is adverse in any material
        respect to the Lenders to, (i) the Certificate of Incorporation of the
        Borrower or any Subsidiary, (ii) the By-laws of the Borrower or any
        Subsidiary, (iii)  the Subordinated Notes and/or the Subordinated  Note
        Indenture, (iv) the Stock Purchase Agreement and (v) any instrument or
        agreement governing any Specified Permitted Debt or pursuant to which
        any Specified Permitted Debt is issued, in each case without the prior
        written consent of the Required Lenders. Without limiting the generality
        of the foregoing, with respect to the Subordinated Notes and the
        Subordinated Note Indenture, it is understood that any increase in the
        interest, fees or other amounts payable in connection therewith, or any
        amendment that imposes additional covenants or events of default or
        makes more restrictive the covenants or events of default contained
        therein, shall require the consent of the Required Lenders.

             SECTION 7.11. Limitation on Leases. Create or suffer to exist any
        obligations for the payment of rents for any property under leases or
        agreements to lease, except:

                   (a) leases in existence on the date hereof and listed on
             Schedule 7.11(a) (and any extensions, renewals or replacements of
             such leases, provided that the annual lease payment under any such
             extension, renewal or replacement shall be no greater than the
             fair market rental value of the leased property, as of the date of
             such extension, renewal or replacement for the term of such
             extension, renewal or replacement); 

                   (b) Capital Lease Obligations incurred to finance the
             acquisition of equipment and other property, provided that (i) the
             aggregate of (A) the aggregate annual rental payments in respect
             of all such Capital Lease Obligations, (B) any purchase money
             Indebtedness permitted pursuant to Section 7.01(d) and (c) any
             Indebtedness permitted pursuant to Section 7.01(k) shall not
             exceed $15,000,000 at any time outstanding, (ii) each Capital
             Lease Obligation (other than  (i) any Capital Lease Obligation set
             forth on Schedule 7.11(a) and (ii) any Capital Lease Obligation
             the Indebtedness in respect of which is less than $100,000) at the
             time of its incurrence shall have an average life to maturity
             greater than the average life to maturity of the outstanding Term
             Loans, (iii) none of the related leases shall contain financial
             covenants and (iv) for purposes of Section 7.14, the amount of
             such aggregate annual rental payments shall be deemed to be
             Capital Expenditures in the year in which they are incurred; and

                   (c) other operating leases entered into after the Closing
             Date.

             SECTION 7.12. Credit Standards. Modify in any respect materially
        adverse to the interests of the Secured Parties the Credit and
        Collection Policy.

             SECTION 7.13. Limitation on Negative Pledge Clauses. Enter into
        with any Person any agreement, other than (a) this Agreement and the
        Subordinated Note Indenture, and (b) any purchase money mortgage or
        Capital Lease Obligation permitted by this Agreement (which prohibition
        or limitation shall, in the case of this clause (b), be effective only
        against the assets financed thereby), which prohibits or limits the
        ability of the Borrower or any of the Subsidiaries to create, incur,
        assume or suffer to exist any Lien upon any of their respective
        property, assets or revenues, whether now owned or hereafter acquired.

             SECTION 7.14. Capital Expenditures. Make or permit Capital
        Expenditures during any fiscal year, commencing with the fiscal year
        ending December 31, 1994, to exceed the amount set forth opposite such
        fiscal year below:

                    Fiscal Year                           Amount

                       1994                           $19,000,000
                       1995                            16,000,000

                       1996                            16,000,000
                       1997                            16,000,000

                       1998                            16,000,000

                       1999                            16,000,000
                       2000                            16,000,000

        provided that (a)  up to $5,000,000 of any such amount not so expended
        in the fiscal year for which it is permitted above may be carried over
        for expenditures into succeeding fiscal years and (b) the maximum amount
        of expenditures in any fiscal year shall in no event exceed $25,000,000.

             SECTION 7.15. Consolidated Net Worth. Permit at any time the sum
        of (a) Consolidated Net Worth and (b) to the extent deducted from Net
        Income for any fiscal quarter specified below, (i) noncash provisions
        for restructuring of the Borrower's and Foodservice Corp's operations
        after the Closing Date, (ii) cash provisions for restructuring of
        Foodservice Corp.'s operations after the Closing Date and (iii) cash
        provisions for restructuring of the Borrower's operations after the
        Closing Date in an aggregate amount under this clause (iii) not to
        exceed $5,000,000 since the Closing Date, (iv) the depreciation and
        amortization related to the write-up of plant, property and equipment
        and intangibles and noncash charges related to the write-up of
        Inventory, in each case resulting from purchase accounting treatment of
        the Acquisition and (v) any loss incurred in connection with the
        cancellation of the Borrower's obligations under the Swap Agreement, to
        be less than the sum of (a) $40,000,000 and (b) 50% of Net Income for
        each fiscal quarter (beginning with the fiscal quarter ending
        December 31, 1994) that shall have been completed during the period from
        the Closing Date through the date as of which compliance with this
        covenant is being determined .

             SECTION 7.16. Consolidated Interest Expense Coverage Ratio. Permit
        the Consolidated Interest Expense Coverage Ratio for any period of four
        consecutive fiscal quarters ending on the last day of or during any
        period indicated below to be less than the ratio set forth opposite such
        period:

        From and Including:      To and Including:            Ratio:

         March 31, 1994          December 31, 1994            2.10 to 1.00

         January 1, 1995         June 30, 1995                2.25 to 1.00
         July 1, 1995            January 4, 1997              2.50 to 1.00

         January 5, 1997         January 3, 1998              2.75 to 1.00

         January 4, 1998         January 2, 1999              3.25 to 1.00
         January 3, 1999         Maturity Date                3.50 to 1.00

                                     ARTICLE VIII

                                   Events of Default

             In case of the happening of any of the following events ( Events
        of Default ):

                   (a) any representation or warranty made or deemed made in or
             in connection with any Loan Document or the borrowings hereunder,
             or any representation, warranty, statement or information
             contained in any report, certificate, financial statement or other
             instrument furnished in connection with or pursuant to any Loan
             Document, shall prove to have been false or misleading in any
             material respect when so made, deemed made or furnished;

                   (b) default shall be made in the payment of any principal of
             any Loan or LC Disbursement when and as the same shall become due
             and payable, whether at the due date thereof or at a date fixed
             for prepayment thereof or by acceleration thereof or otherwise;

                   (c) default shall be made in the payment of any interest on
             any Loan or any Fee or any other amount (other than an amount
             referred to in (b) above) due under any Loan Document, when and as
             the same shall become due and payable, and such default shall
             continue unremedied for a period of three Business Days;

                   (d) default shall be made in the due observance or
             performance by the Borrower of any covenant, condition or
             agreement contained in Section 2.13(c), 2.13(d), 6.01(a), 6.05,
             6.08, or 10.16 or in Article VII;

                   (e) default shall be made in the delivery of a Borrowing
             Base Certificate when due pursuant to Section 6.04(e) and such
             default shall continue unremedied for a period of five Business
             Days;

                   (f) default shall be made in the due observance or
             performance by the Borrower or any Subsidiary Guarantor of any
             covenant, condition or agreement contained in any Loan Document
             (other than those defaults specified in (b), (c), (d) or (e)
             above) and such default shall continue unremedied for a period of
             the earlier of (i) 15 days after an executive officer of the
             Borrower or any Subsidiary Guarantor first becomes aware or should
             have become aware thereof and (ii) seven Business Days after
             notice thereof from the Agent or any Lender to the Borrower or the
             applicable Subsidiary Guarantor;

                   (g) the Borrower or any of the Subsidiaries shall (i) fail
             to pay any principal or interest, regardless of amount, due in
             respect of any Indebtedness in a principal amount in excess of
             $5,000,000, when and as the same shall become due and payable or
             (ii) fail to observe or perform any other term, covenant,
             condition or agreement contained in any agreement or instrument
             evidencing or governing any such Indebtedness if the effect of any
             failure referred to in this clause (ii) is to cause, or to permit
             the holder or holders of such Indebtedness or a trustee on its or
             their behalf (after giving effect to any applicable grace period)
             to cause, such Indebtedness to become due prior to its stated
             maturity;

                   (h) an involuntary proceeding shall be commenced or an
             involuntary petition shall be filed in a court of competent
             jurisdiction seeking (i) relief in respect of the Borrower or any
             of the Subsidiaries, or of a substantial part of the property or
             assets of the Borrower or any of the Subsidiaries, under Title 11
             of the United States Code, as now constituted or hereafter
             amended, or any other Federal or state bankruptcy, insolvency,
             receivership or similar law, (ii) the appointment of a receiver,
             trustee, custodian, sequestrator, conservator or similar official
             for the Borrower or any of the Subsidiaries or (iii) the
             winding-up or liquidation of the Borrower or any of the
             Subsidiaries; and such proceeding or petition shall continue
             undismissed for 30 days or an order or decree approving or
             ordering any of the foregoing shall be entered;

                   (i) the Borrower or any of the Subsidiaries shall
             (i) voluntarily commence any proceeding or file any petition
             seeking relief under Title 11 of the United States Code, as now
             constituted or hereafter amended, or any other Federal or state
             bankruptcy, insolvency, receivership or similar law, (ii) consent
             to the institution of, or fail to contest in a timely and
             appropriate manner (but within 30 days in any event), any
             proceeding or the filing of any petition described in paragraph
             (h) above, (iii) apply for or consent to the appointment of a
             receiver, trustee, custodian, sequestrator, conservator or similar
             official for the Borrower or any of the Subsidiaries or for a
             substantial part of the property or assets of the Borrower or any
             of the Subsidiaries, (iv) file an answer admitting the material
             allegations of a petition filed against it in any such proceeding,
             (v) make a general assignment for the benefit of creditors,
             (vi) become unable, admit in writing its inability or fail
             generally to pay its debts as they become due or (vii) take any
             action for the purpose of effecting any of the foregoing;

                   (j) one or more judgments for the payment of money in an
             aggregate amount in excess of $5,000,000 (exclusive of any amount
             thereof covered by insurance) shall be rendered against the
             Borrower, any Subsidiary or any combination thereof and the same
             shall remain undischarged for a period of 30 consecutive days
             during which execution shall not be effectively stayed, or any
             action shall be legally taken by a judgment creditor to levy upon
             assets or properties of the Borrower or any Subsidiary to enforce
             any such judgment;

                   (k)(i) a Reportable Event or Reportable Events, or a failure
             to make a required installment or other payment (within the
             meaning of Section 412(n)(l) of the Code), shall have occurred
             with respect to any Plan or Plans that reasonably could be
             expected to result in liability of the Borrower or any ERISA
             Affiliate to the PBGC or to a Plan in an aggregate amount
             exceeding $19,000,000 (or, in the event of an increase in the
             underfunding of any Plan solely as a result of a change after the
             date hereof in any discount rate applicable to such Plan,
             $23,000,000) and, within 30 days after the reporting of any such
             Reportable Event to the Agent or after the receipt by the Agent of
             the statement required pursuant to Section 6.06(b)(iii), the Agent
             shall have notified the Borrower in writing that (A) the Required
             Lenders have determined that, on the basis of such Reportable
             Event or Reportable Events or the failure to make a required
             payment, there are reasonable grounds for the termination of such
             Plan or Plans by the PBGC, the appointment by the appropriate
             United States District Court of a trustee to administer such Plan
             or Plans or the imposition of a lien in favor of a Plan and (B) as
             a result thereof an Event of Default exists hereunder; or (ii) a
             trustee shall be appointed by a United States District Court to
             administer any such Plan or Plans; or (iii) the PBGC shall
             institute proceedings (including giving notice of intent thereof)
             to terminate any Plan or Plans;

                   (l) (i) the Borrower or any ERISA Affiliate shall have been
             notified by the sponsor of a Multiemployer Plan that it has
             incurred Withdrawal Liability to such Multiemployer Plan, (ii) the
             Borrower or such ERISA Affiliate does not have reasonable grounds
             for contesting such Withdrawal Liability or is not in fact
             contesting such Withdrawal Liability in a timely and appropriate
             manner and (iii) the amount of the Withdrawal Liability specified
             in such notice, when aggregated with all other amounts required to
             be paid to Multiemployer Plans in connection with Withdrawal
             Liabilities (determined as of the date or dates of such
             notification), either (A) exceeds $1,000,000 or requires payments
             exceeding $250,000 in any year or (B) is less than $1,000,000 but
             any Withdrawal Liability payment remains unpaid 30 days after such
             payment is due;

                   (m) the Borrower or any ERISA Affiliate shall have been
             notified by the sponsor of a Multiemployer Plan that such
             Multiemployer Plan is in reorganization or is being terminated,
             within the meaning of Title IV of ERISA, if solely as a result of
             such reorganization or termination the aggregate annual
             contributions of the Borrower and its ERISA Affiliates to all
             Multiemployer Plans that are then in reorganization or have been
             or are being terminated have been or will be increased over the
             amounts required to be contributed to such Multiemployer Plans for
             their most recently completed plan years by an amount exceeding
             $1,000,000;

                   (n) there shall have occurred a Change in Control;

                   (o) any material security interest purported to be created
             by any Security Document shall cease to be, or shall be asserted
             by the Borrower or any Subsidiary not to be, a valid, perfected,
             first priority (except as otherwise expressly provided in this
             Agreement or such Security Document) security interest in the
             securities, assets or properties covered thereby, except to the
             extent that any such loss of perfection or priority results from
             the failure of the Collateral Agent to maintain possession of
             certificates representing securities pledged under the Pledge
             Agreement;

                   (p) any Loan Document shall not be for any reason or shall
             be asserted by the Borrower or any Subsidiary not to be in full
             force and effect and enforceable in all material respects in
             accordance with its terms; 

                   (q) the Obligations and the guarantees thereof pursuant to
             the Guarantee Agreement shall cease to constitute, or shall be
             asserted by the Borrower or any Subsidiary not to constitute,
             senior indebtedness under the subordination provisions of the
             Subordinated Notes and of all other subordinated Indebtedness
             (including any guarantee delivered or incurred in accordance with
             Section 4.17 of the Subordinated Note Indenture) of the Borrower
             or any Subsidiary or such subordination provisions shall be
             invalidated or otherwise cease to be a legal, valid and binding
             obligation of the parties thereto, enforceable in accordance with
             their terms; or

                   (r) any material provision of the Guarantee Agreement or any
             other Loan Document shall cease to be in full force and effect and
             enforceable in accordance with its terms for any reason whatsoever
             or any Subsidiary Guarantor shall contest or deny in writing the
             validity or enforceability of any of its obligations under the
             Guarantee Agreement or the Obligations hereunder shall cease to be
             entitled to the benefits of any Security Document or this
             Agreement for any reason whatsoever;

        then, and in every such event (other than an event with respect to the
        Borrower or any Subsidiary Guarantor described in paragraph (h) or (i)
        above), and at any time thereafter during the continuance of such event,
        the Agent may and, at the request of the Required Lenders, shall, by
        notice to the Borrower, take any of or all the following actions, at the
        same or different times: (i) terminate forthwith the Commitments and the
        LC Commitment, (ii) declare the Loans then outstanding to be forthwith
        due and payable in whole or in part, whereupon the principal of the
        Loans so declared to be due and payable, together with accrued interest
        thereon and any unpaid accrued Fees and all other liabilities of the
        Borrower accrued hereunder and under any other Loan Document, shall
        become forthwith due and payable, without presentment, demand, protest
        or any other notice of any kind, all of which are hereby expressly
        waived by the Borrower, anything contained herein or in any other Loan
        Document to the contrary notwithstanding, (iii) require cash collateral
        as contemplated by Section 3.06 and (iv) exercise any remedies available
        under any Loan Document or otherwise; and in any event with respect to
        the Borrower or any Subsidiary Guarantor described in paragraph (h) or
        (i) above, the Commitments and the LC Commitment shall automatically
        terminate and the principal of the Loans then outstanding, together with
        accrued interest thereon and any unpaid accrued Fees and all other
        liabilities of the Borrower accrued hereunder and under any other Loan
        Document, shall automatically become due and payable, without
        presentment, demand, protest or any other notice of any kind, all of
        which are hereby expressly waived by the Borrower, anything contained
        herein or in any other Loan Document to the contrary notwithstanding.


                                       ARTICLE IX

                                       The Agent

             In order to expedite the transactions contemplated by this
        Agreement, Chemical Bank is hereby appointed to act as Agent (which term
        for purposes of this Article shall be deemed to refer to the Agent and
        the Collateral Agent) on behalf of the Fronting Bank and the Lenders.
        Each of the Lenders, and each subsequent holder of any Loan by its
        acceptance thereof and the Fronting Bank hereby irrevocably authorize
        the Agent to take such actions on their behalf and to exercise such
        powers as are specifically delegated to the Agent by the terms and
        provisions hereof and of the other Loan Documents, together with such
        actions and powers as are reasonably incidental thereto. The Agent is
        hereby expressly authorized by the Lenders and the Fronting Bank,
        without hereby limiting any implied authority, (a) to receive on behalf
        of the Lenders and the Fronting Bank all payments of principal of and
        interest on the Loans and LC Disbursements and all other amounts due to
        the Lenders and the Fronting Bank hereunder, and promptly to distribute
        to each Lender and the Fronting Bank its proper share of each payment so
        received; (b) to give notice on behalf of each of the Lenders and the
        Fronting Bank to the Borrower of any Event of Default specified in this
        Agreement of which the Agent has actual knowledge acquired in connection
        with its agency hereunder; and (c) to promptly distribute to each Lender
        and the Fronting Bank copies of all notices, financial statements and
        other materials delivered by the Borrower pursuant to this Agreement as
        received by the Agent (including notices of an occurrence of any Event
        of Default).  Nothing in the preceding sentence shall be construed to
        relieve the Borrower of its obligation to furnish any notice, financial
        statement or other materials directly to the Lenders as required
        hereunder.

             Neither the Agent nor any of its directors, officers, employees or
        agents shall be liable as such for any action taken or omitted by any of
        them except for its, his or her own gross negligence or wilful
        misconduct, or be responsible for any statement, warranty or
        representation herein or the contents of any document delivered in
        connection herewith, or be required to ascertain or to make any inquiry
        concerning the performance or observance by the Borrower or any
        Subsidiary Guarantor of any of the terms, conditions, covenants or
        agreements contained in any Loan Document. The Agent shall not be
        responsible to the Lenders or the holders of the Loans or the Fronting
        Bank for the due execution, genuineness, validity, enforceability or
        effectiveness of this Agreement or any other Loan Documents or other
        instruments or agreements. The Agent shall in all cases be fully
        protected in acting, or refraining from acting, in accordance with
        written instructions signed by the Required Lenders and, except as
        otherwise specifically provided herein, such instructions and any action
        or inaction pursuant thereto shall be binding on all the Lenders and
        each subsequent holder of any Loan and the Fronting Bank. The Agent
        shall, in the absence of knowledge to the contrary, be entitled to rely
        on any instrument or document believed by it in good faith to be genuine
        and correct and to have been signed or sent by the proper Person or
        Persons. Neither the Agent nor any of its directors, officers, employees
        or agents shall have any responsibility to the Borrower or any
        Subsidiary on account of the failure of or delay in performance or
        breach by any Lender or the Fronting Bank of any of its obligations
        hereunder or to any Lender or to the Fronting Bank on account of the
        failure of or delay in performance or breach by any other Lender or the
        Fronting Bank or the Borrower or any Subsidiary Guarantor of any of
        their respective obligations hereunder or under any other Loan Document
        or in connection herewith or therewith. The Agent may execute any and
        all duties hereunder by or through agents or employees and shall be
        entitled to rely upon the advice of legal counsel selected by it with
        respect to all matters arising hereunder and shall not be liable for any
        action taken or suffered in good faith by it in accordance with the
        advice of such counsel.

             The Lenders and the Fronting Bank hereby acknowledge that the
        Agent shall be under no duty to take any discretionary action permitted
        to be taken by it pursuant to the provisions of this Agreement unless it
        shall be requested in writing to do so by the Required Lenders.

             Subject to the appointment and acceptance of a successor Agent as
        provided below, the Agent may resign at any time by notifying the
        Lenders, the Fronting Bank and the Borrower.  Upon any such resignation,
        the Required Lenders shall have the right to appoint a successor. If no
        successor shall have been so appointed by the Required Lenders and shall
        have accepted such appointment within 30 days after the retiring Agent
        gives notice of its resignation, then the retiring Agent may, on behalf
        of the Lenders and the Fronting Bank, appoint a successor Agent, which
        shall be a bank with an office in New York, New York, having a combined
        capital and surplus of at least $500,000,000 or an Affiliate of any such
        bank. Upon the acceptance of any appointment as Agent hereunder by a
        successor bank, such successor shall succeed to and become vested with
        all the rights, powers, privileges and duties of the retiring Agent and
        the retiring Agent shall be discharged from its duties and obligations
        hereunder. After the Agent's resignation hereunder, the provisions of
        this Article and Sections 6.11(d) and 10.05 shall continue in effect for
        its benefit in respect of any actions taken or omitted to be taken by it
        while it was acting as Agent.

             With respect to the Loans made by it hereunder, the Agent, in its
        individual capacity and not as Agent, shall have the same rights and
        powers as any other Lender and may exercise the same as though it were
        not the Agent, and the Agent and its Affiliates may accept deposits
        from, lend money to and generally engage in any kind of business with
        the Borrower, any Subsidiary or any Affiliate thereof as if the Agent
        were not the Agent.

             Each Lender and the Fronting Bank recognizes that applicable laws,
        rules, regulations or guidelines of Governmental Authorities may require
        the Agent to determine whether the transactions contemplated hereby
        should be classified as  highly leveraged  or assigned any similar or
        successor classification and that such determination may be binding upon
        the other Lenders and the Fronting Bank. Each Lender and the Fronting
        Bank understands that any such determination shall be made solely by the
        Agent based upon such factors (which may include, without limitation,
        the Agent's internal policies and prevailing market practices) as the
        Agent shall deem relevant and agrees that the Agent shall have no
        liability for the consequences of any such determination.

             Each Lender and the Fronting Bank agree (a) to reimburse the
        Agent, on demand, in the amount of its pro rata share (based on its
        Commitment hereunder) of any expenses incurred for the benefit of the
        Lenders and the Fronting Bank by the Agent, including counsel fees and
        compensation of agents and employees paid for services rendered on
        behalf of the Lenders and the Fronting Bank, that shall not have been
        reimbursed by the Borrower and (b) to indemnify and hold harmless the
        Agent and any of its directors, officers, employees or agents, on
        demand, in the amount of such pro rata share, from and against any and
        all liabilities, taxes, obligations, losses, damages, penalties,
        actions, judgments, suits, costs, expenses or disbursements of any kind
        or nature whatsoever that may be imposed on, incurred by or asserted
        against it in its capacity as the Agent or any of them in any way
        relating to or arising out of this Agreement or any other Loan Document
        or any action taken or omitted by it or any of them under this Agreement
        or any other Loan Document, to the extent the same shall not have been
        reimbursed by the Borrower; provided that no Lender shall be liable to
        the Agent for any portion of such liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or
        disbursements resulting from the gross negligence or wilful misconduct
        of the Agent or any of its directors, officers, employees or agents.

             Each Lender and the Fronting Bank acknowledge that they have,
        independently and without reliance upon the Agent, any other Lender and
        the Fronting Bank and based on such documents and information as they
        have deemed appropriate, made their own credit analysis and decision to
        enter into this Agreement.  Each Lender and the Fronting Bank also
        acknowledge that they will, independently and without reliance upon the
        Agent or any other Lender and based on such documents and information as
        they shall from time to time deem appropriate, continue to make their
        own decisions in taking or not taking action under or based upon this
        Agreement or any other Loan Document, any related agreement or any
        document furnished hereunder or thereunder.


                                        ARTICLE X

                                     Miscellaneous

             SECTION 10.01. Notices. Notices and other communications provided
        for herein shall be in writing and shall be delivered by hand or
        overnight courier service, mailed or sent by telex, graphic scanning or
        other telegraphic communications equipment of the sending party, as
        follows:

                   (a) If to the Borrower or any Subsidiary Guarantor, at
             2601 Northwest Expressway, Suite 1000 West, Oklahoma City,
             Oklahoma 73112, Attention of Bryant P. Bynum, Telecopy
             No. ((405)879-5458).

                   (b) If to the Agent or the Fronting Bank, at 10 South
             LaSalle, Suite 2300, Chicago, Illinois 60603, Attention of
             Steven J. Faliski (Telecopy No. (312) 807-4077);  with a copy to
             Chemical Bank Agency Services Corporation, Grand Central Tower,
             140 East 45th Street, New York, New York 10017, Attention: Janet
             Belden (Telecopy No. (212) 622-0002).

                   (c) If to a Lender, at its address (or telecopy number) set
             forth on Schedule 2.01 or in the Assignment and Acceptance
             pursuant to which such Lender shall have become a party hereto.

        All notices and other communications given to any party hereto in
        accordance with the provisions of this Agreement shall be deemed to have
        been given on the date of receipt if delivered by hand or overnight
        courier service or sent by telex, telecopy or other telegraphic
        communications equipment of the sender, or on the date five Business
        Days after dispatch by certified or registered mail if mailed, in each
        case delivered, sent or mailed (properly addressed) to such party as
        provided in this Section 10.01 or in accordance with the latest
        unrevoked direction from such party given in accordance with this
        Section 10.01.

             SECTION 10.02. Survival of Agreement. All covenants, agreements,
        representations and warranties made by the Borrower or any Subsidiary
        Guarantor herein and/or in the certificates or other instruments
        prepared or delivered in connection with or pursuant to this Agreement
        or any other Loan Document shall be considered to have been relied upon
        by the Lenders and the Fronting Bank and shall survive the making by the
        Lenders of the Loans and the issuance of Letters of Credit by the
        Fronting Bank, regardless of any investigation made by the Lenders and
        the Fronting Bank or on their behalf, and shall continue in full force
        and effect as long as the principal of or any accrued interest on any
        Loan or any Fee or any other amount payable under this Agreement or any
        other Loan Document is outstanding and unpaid or any Letter of Credit is
        outstanding and so long as the Commitments and the LC Commitment have
        not been terminated.

             SECTION 10.03. Binding Effect. This Agreement shall become
        effective when it shall have been executed by the Borrower, the Agent
        and the Fronting Bank and when the Agent shall have received copies
        hereof that, when taken together, bear the signatures of each Lender,
        and thereafter shall be binding upon and inure to the benefit of the
        Borrower, the Agent, the Fronting Bank and each Lender and their
        respective successors and assigns, except that the Borrower shall not
        have the right to assign its rights hereunder or any interest herein
        without the prior consent of all the Lenders.

             SECTION 10.04. Successors and Assigns. (a) Whenever in this
        Agreement any of the parties hereto is referred to, such reference shall
        be deemed to include the successors and assigns of such party; and all
        covenants, promises and agreements by or on behalf of the Borrower, the
        Agent, the Fronting Bank or the Lenders that are contained in this
        Agreement shall bind and inure to the benefit of their respective
        successors and assigns.

             (b) Each Lender may assign to one or more assignees all or a
        portion of its interests, rights and obligations under this Agreement
        (including all or a portion of its Commitments and the Loans at the time
        owing to it and the Loans held by it); provided, however, that (i)
        except in the case of (A) any assignment to a Lender or an Affiliate of
        such Lender or (B) any assignment to an assignee reasonably acceptable
        to the Borrower (it being understood that any Lender and any Affiliate
        of any Lender shall be deemed to be acceptable to the Borrower for
        purposes of this clause) if such assignment was required by any
        Governmental Authority having jurisdiction over the assigning Lender,
        each of the Borrower (the consent of which shall not be unreasonably
        withheld), the Agent and, if any such assignment includes all or a
        portion of any Lender's Revolving Credit Commitment, the Fronting Bank,
        must give its prior written consent to such assignment, (ii) the amount
        of the Commitment of the assigning Lender subject to each such
        assignment (determined as of the date the Assignment and Acceptance with
        respect to such assignment is delivered to the Agent) shall not be less
        than $10,000,000 (or, if the amount of the assigning Lender's Commitment
        is less than $10,000,000,  an amount equal to the amount of such
        Commitment),  (iii) the parties to each such assignment shall execute
        and deliver to the Agent an Assignment and Acceptance, together with a
        processing and recordation fee of $3,500 (which shall be paid by the
        Borrower in the case of any assignment pursuant to Section 2.21) and
        (iv) the assignee, if it shall not be a Lender, shall deliver to the
        Agent an Administrative Questionnaire. Upon acceptance and recording
        pursuant to paragraph (e) of this Section 10.04, from and after the
        effective date specified in each Assignment and Acceptance, which
        effective date shall be (unless this clause is waived by the Agent) at
        least five Business Days after the execution thereof, (i) the assignee
        thereunder shall be a party hereto and, to the extent of the interest
        assigned by such Assignment and Acceptance, have the rights and
        obligations of a Lender under this Agreement and (ii) the assigning
        Lender thereunder shall, to the extent of the interest assigned by such
        Assignment and Acceptance, be released from its obligations under this
        Agreement (and, in the case of an Assignment and Acceptance covering all
        or the remaining portion of an assigning Lender's rights and obligations
        under this Agreement, such Lender shall cease to be a party hereto but
        shall continue to be entitled to the benefits of Sections 2.14, 2.16,
        2.20, 6.11(d) and 10.05, as well as to any Fees accrued for its account
        and not yet paid).

             (c) By executing and delivering an Assignment and Acceptance, the
        assigning Lender thereunder and the assignee thereunder shall be deemed
        to confirm to and agree with each other and the other parties hereto as
        follows: (i) such assigning Lender warrants that it is the legal and
        beneficial owner of the interest being assigned thereby free and clear
        of any adverse claim and that its Commitments and LC Commitment, and the
        outstanding balances of its Term Loans and Revolving Loans, in each case
        without giving effect to assignments thereof that have not become
        effective, are as set forth in such Assignment and Acceptance;
        (ii) except as set forth in clause (i) above, such assigning Lender
        makes no representation or warranty and assumes no responsibility with
        respect to any statements, warranties or representations made in or in
        connection with this Agreement, or the execution, legality, validity,
        enforceability, genuineness, sufficiency or value of this Agreement, any
        other Loan Document or any other instrument or document furnished
        pursuant hereto, or the financial condition of the Borrower or any
        Subsidiary or the performance or observance by the Borrower or any
        Subsidiary Guarantor of any of its obligations under this Agreement, any
        other Loan Document or any other instrument or document furnished
        pursuant hereto; (iii) such assignee represents and warrants that it is
        legally authorized to enter into such Assignment and Acceptance;
        (iv) such assignee confirms that it has received a copy of this
        Agreement, together with copies of the most recent financial statements
        delivered pursuant to Section 6.04 and such other documents and
        information as it has deemed appropriate to make its own credit analysis
        and decision to enter into such Assignment and Acceptance; (v) such
        assignee will independently and without reliance upon the Agent, such
        assigning Lender or any other Lender and based on such documents and
        information as it shall deem appropriate at the time, continue to make
        its own credit decisions in taking or not taking action under this
        Agreement; (vi) such assignee appoints and authorizes the Agent to take
        such action as agent on its behalf and to exercise such powers under
        this Agreement as are delegated to the Agent by the terms hereof,
        together with such powers as are reasonably incidental thereto; and
        (vii) such assignee agrees that it will perform in accordance with their
        terms all the obligations that by the terms of this Agreement are
        required to be performed by it as a Lender.

             (d) The Agent, acting for this purpose as agent of the Borrower,
        shall maintain at one of its offices in The City of New York a copy of
        each Assignment and Acceptance delivered to it and a register for the
        recordation of the names and addresses of the Lenders, and the
        Commitments and LC Commitment of, and principal amount of the Loans
        owing to, each Lender pursuant to the terms hereof from time to time
        (the  Register ). The entries in the Register shall be conclusive in the
        absence of manifest error and the Borrower, the Agent, the Fronting Bank
        and the Lenders shall treat each Person whose name is recorded in the
        Register pursuant to the terms hereof as a Lender hereunder for all
        purposes of this Agreement.  The Register shall be available for
        inspection by the Borrower, the Fronting Bank and any Lender, at any
        reasonable time and from time to time upon reasonable prior notice.

             (e) Upon its receipt of a duly completed Assignment and Acceptance
        executed by an assigning Lender and an assignee, an Administrative
        Questionnaire completed in respect of the assignee (unless the assignee
        shall already be a Lender hereunder), the processing and recordation fee
        referred to in paragraph (b) above and the written consent of the Agent
        to such assignment, the Agent shall (i) accept such Assignment and
        Acceptance, (ii) record the information contained therein in the
        Register and (iii) give prompt notice thereof to the Lenders and the
        Fronting Bank. 

             (f) Each Lender may without the consent of the Borrower, the Agent
        or the Fronting Bank sell participation to one or more banks or other
        entities in all or a portion of its rights and obligations under this
        Agreement (including all or a portion of its Commitments and the Loans
        owing to it and the Loans held by it); provided, however, that (i) such
        Lender's obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations, (iii) the participating
        banks or other entities shall be entitled to the benefit of the cost
        protection provisions contained in Sections 2.14, 2.16 and 2.20 to the
        same extent as if they were Lenders, provided that the Borrower shall
        not be required to reimburse the participating lenders or other entities
        pursuant to Section 2.14, 2.16 or 2.20 in an amount which exceeds the
        amount that would have been payable thereunder to such Lender had such
        Lender not sold such participation and (iv) the Borrower, the Agent, the
        Fronting Bank and the other Lenders shall continue to deal solely and
        directly with such Lender in connection with such Lender's rights and
        obligations under this Agreement, and such Lender shall retain the sole
        right to enforce the obligations of the Borrower relating to the Loans
        or LC Disbursements and to approve any amendment, modification or waiver
        of any provision of this Agreement (provided that the participating bank
        or other entity may be provided with the right to approve amendments,
        modifications or waivers affecting it with respect to (A) any decrease
        in the Fees payable hereunder with respect to Loans in which the
        participating bank or other entity has purchased a participation,
        (B) any change in the amount of principal of, or decrease in the rate at
        which interest is payable, on the Loans in which the participating bank
        or other entity has purchased a participation, (C) any extension of the
        dates fixed for scheduled payments of principal of or interest on the
        Loans in which the participating bank or other entity has purchased a
        participation or (D) any release of all or substantially all the
        Collateral).

             (g) Any Lender or participant may, in connection with any
        assignment or participation or proposed assignment or participation
        pursuant to this Section 10.04, disclose to the assignee or participant
        or proposed assignee or participant any information relating to the
        Borrower and the Subsidiaries furnished to such Lender by or on behalf
        of the Borrower; provided that, prior to any such disclosure of
        information designated by the Borrower as confidential, each such
        assignee or participant or proposed assignee or participant shall
        execute an agreement whereby such assignee or participant shall agree
        (subject to customary exceptions) to preserve the confidentiality of
        such confidential information.

             (h) In the event that Standard & Poor's Corporation, Moody's
        Investors Service, Inc., and Thompson's BankWatch (or InsuranceWatch
        Ratings Service, in the case of Lenders that are insurance companies (or
        Best's Insurance Reports, if such insurance company is not rated by
        InsuranceWatch Ratings Service)) shall, after the date that any Lender
        becomes a Lender, downgrade the long-term certificate of deposit ratings
        of such Lender, and the resulting ratings shall be below BBB-, Baa3 and
        C (or BB, in the case of a Lender that is an insurance company (or B, in
        the case of an insurance company not rated by InsuranceWatch Ratings
        Service)), then the Fronting Bank shall have the right, but not the
        obligation, at its own expense, upon notice to such Lender and the
        Agent, to replace (or to request the Borrower to use its reasonable
        efforts to replace) such Lender with an assignee (in accordance with and
        subject to the restrictions contained in paragraph (b) above), and such
        Lender hereby agrees to transfer and assign without recourse (in
        accordance with and subject to the restrictions contained in paragraph
        (b) above) all its interests, rights and obligations in respect of its
        Revolving Credit Commitment to such assignee; provided, however, that
        (i) no such assignment shall conflict with any law, rule and regulation
        or order of any Governmental Authority and (ii) the Fronting Bank or
        such assignee, as the case may be, shall pay to such Lender in
        immediately available funds on the date of such assignment the principal
        of and interest accrued to the date of payment on the Loans made by such
        Lender hereunder and all other amounts accrued for such Lender's account
        or owed to it hereunder.

             (i) Any Lender may at any time assign all or any portion of its
        rights under this Agreement to a Federal Reserve Bank provided that no
        such assignment shall release a Lender from any of its obligations
        hereunder. In order to facilitate such an assignment to a Federal
        Reserve Bank, the Borrower shall, at the request of the assigning
        Lender, promptly execute and deliver to the assigning Lender a note, in
        a form reasonably acceptable to such Lender, the Agent and the Borrower,
        evidencing the Loans made to the Borrower by the assigning Lender
        hereunder.

             (j) The Borrower shall not assign or delegate any of its rights or
        duties hereunder without the prior written consent of the Agent, the
        Fronting Bank and each Lender. Except as provided in Section 3.09, the
        Fronting Bank may not assign or delegate any of its respective rights
        and duties hereunder without the prior written consent of the Borrower
        and the Agent.

             SECTION 10.05. Expenses; Indemnity. (a) The Borrower agrees to pay
        all out-of-pocket expenses incurred by the Agent, the Fronting Bank and
        the Collateral Agent in connection with the preparation of this
        Agreement and the other Loan Documents or in connection with any
        amendments, modifications or waivers of the provisions hereof or thereof
        (whether or not the transactions hereby contemplated shall be
        consummated) or incurred by the Agent, the Fronting Bank, the Collateral
        Agent or any Lender in connection with the enforcement or protection of
        their rights in connection with this Agreement and the other Loan
        Documents or in connection with the Loans made or the Letters of Credit
        issued hereunder, including the reasonable fees, other charges and
        disbursements of Cravath, Swaine & Moore, counsel for the Agent, the
        Collateral Agent and the Fronting Bank and of local counsel, and, in
        connection with any such enforcement or protection, the reasonable fees,
        other charges and disbursements of any other counsel for the Agent, the
        Fronting Bank, the Collateral Agent or any Lender. The Borrower further
        agrees that it shall indemnify (i) the Agent, the Fronting Bank, the
        Collateral Agent and the Lenders from and hold them harmless against any
        documentary taxes, assessments or charges made by any Governmental
        Authority by reason of the execution and delivery and/or recordation of
        this Agreement or any of the other Loan Documents and (ii) to reimburse
        the Agent for any out-of-pocket expenses and charges incurred by it in
        connection with its initial and on-going examinations of the Collateral.

             (b) The Borrower agrees to indemnify the Agent, the Fronting Bank,
        the Collateral Agent and each Lender and each of their respective
        directors, officers, employees, agents and Affiliates (each such Person
        being called an  Indemnitee ) against, and to hold each Indemnitee
        harmless from, any and all losses, claims, damages, liabilities and
        related expenses, including reasonable counsel fees, charges and
        disbursements, incurred by or asserted against any Indemnitee arising
        out of, in any way connected with, or as a result of (i) the execution
        or delivery of this Agreement or any other Loan Document or any
        agreement or instrument contemplated hereby or thereby, the performance
        by the parties hereby or thereto of their respective obligations
        hereunder or thereunder or the consummation of the Transactions and the
        other transactions contemplated hereby or thereby, (ii) the use of the
        Letters of Credit or the proceeds of the Loans or (iii) any claim,
        litigation, investigation or proceeding relating to any of the
        foregoing, whether or not any Indemnitee is a party thereto; provided
        that such indemnity shall not, as to any Indemnitee, be available to the
        extent that such losses, claims, damages, liabilities or related
        expenses are determined by a court of competent jurisdiction by final
        and nonappealable judgment to have resulted from the gross negligence or
        wilful misconduct of such Indemnitee.

             (c) The provisions of this Section 10.05 shall remain operative
        and in full force and effect regardless of the expiration of the term of
        this Agreement, the consummation of the transactions contemplated
        hereby, the repayment of any of the Loans, the invalidity or
        unenforceability of any term or provision of this Agreement or any other
        Loan Document, or any investigation made by or on behalf of the Agent,
        the Fronting Bank, the Collateral Agent, the Fronting Bank or any
        Lender. All amounts due under this Section 10.05 shall be payable on
        written demand therefor.

             SECTION 10.06. Right of Setoff. If an Event of Default shall have
        occurred and be continuing, each Lender is hereby authorized at any time
        and from time to time, to the fullest extent permitted by applicable
        law, to set off and apply any and all deposits (general or special, time
        or demand, provisional or final) at any time held and other indebtedness
        at any time owing by such Lender to or for the credit or the account of
        the Borrower against any of and all the obligations of the Borrower now
        or hereafter existing under this Agreement and other Loan Documents held
        by such Lender, irrespective of whether such Lender shall have made any
        demand under this Agreement or such other Loan Document and although
        such obligations may be unmatured. The rights of each Lender under this
        Section 10.06 are in addition to other rights and remedies (including
        other rights of setoff) that such Lender may have.

             SECTION 10.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN
        DOCUMENTS (OTHER THAN AS EXPRESSLY PROVIDED IN THE MORTGAGES AND THE
        TRADEMARK SECURITY AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

             SECTION 10.08. Waivers; Amendment. (a) No failure or delay on the
        part of the Agent, the Fronting Bank, the Collateral Agent or any Lender
        in exercising any power or right hereunder shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such right or
        power, or any abandonment or discontinuance of steps to enforce such a
        right or power, preclude any other or further exercise thereof or the
        exercise of any other right or power. The rights and remedies of the
        Agent, the Fronting Bank, the Collateral Agent and the Lenders hereunder
        and under the other Loan Documents are cumulative and are not exclusive
        of any rights or remedies that they would otherwise have. No waiver of
        any provision of this Agreement or any other Loan Document or consent to
        any departure by the Borrower therefrom shall in any event be effective
        unless the same shall be permitted by paragraph (b) below, and then such
        waiver or consent shall be effective only in the specific instance and
        for the purpose for which given. No notice or demand on the Borrower in
        any case shall entitle the Borrower to any other or further notice or
        demand in similar or other circumstances. 

             (b) Neither this Agreement, the Guarantee Agreement or any of the
        Security Documents nor any provision hereof or thereof may be waived,
        amended or modified except, in the case of this Agreement, pursuant to
        an agreement or agreements in writing entered into by the Borrower and
        the Required Lenders, or, in the case of the Guarantee Agreement or any
        of the Security Documents, pursuant to an agreement or agreements in
        writing entered into by the Borrower, the Subsidiary Guarantors and the
        Collateral Agent and consented to by the Required Lenders; provided,
        however, that no such agreement shall (i) reduce the principal amount
        of, or extend the  scheduled maturity of, any principal of or interest
        on, any Loan, or forgive any such payment or any part thereof, or reduce
        the rate of interest on any Loan, without the prior written consent of
        each holder of a Loan affected thereby,  (ii) increase the Commitment of
        any Lender as specified on Schedule 2.01 or reduce the Commitment Fees
        of any Lender without the prior written consent of such Lender,
        (iii) amend or modify the provisions of Section 2.17, the provisions of
        this Section 10.08(b) or the definition of the term  Required Lenders 
        without the prior written consent of each Lender or (iv) release all or
        substantially all of the Collateral under any Security Document other
        than as expressly permitted hereunder or under such Security Document
        without the prior written consent of each Lender; provided further that
        no such agreement shall amend, modify or otherwise affect the rights or
        duties of the Agent or the Fronting Bank hereunder without the prior
        written consent of the Agent or the Fronting Bank, as the case may be.  

             SECTION 10.09. Interest Rate Limitation. Notwithstanding anything
        herein to the contrary, if at any time the applicable interest rate,
        together with all fees and charges that are treated as interest under
        applicable law (collectively, the  Charges ), as provided for herein or
        in any other document executed in connection herewith, or otherwise
        contracted for, charged, received, taken or reserved by any Lender,
        shall exceed the maximum lawful rate (the  Maximum Rate ) that may be
        contracted for, charged, taken, received or reserved by such Lender in
        accordance with applicable law, the rate of interest payable under the
        Loans held by such Lender, together with all Charges payable to such
        Lender, shall be limited to the Maximum Rate.

             SECTION 10.10. Entire Agreement. This Agreement and the other Loan
        Documents and the fee letter referred to in Section 2.05(c) constitute
        the entire contract between the parties relative to the subject matter
        hereof. Any previous agreement among the parties with respect to the
        subject matter hereof is superseded by this Agreement and the other Loan
        Documents. Nothing in this Agreement or in the other Loan Documents,
        expressed or implied, is intended to confer upon any party other than
        the parties hereto and thereto any rights, remedies, obligations or
        liabilities under or by reason of this Agreement or the other Loan
        Documents.

             SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
        WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
        MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
        INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
        ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
        REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
        EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
        LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
        THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
        THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
        OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
        SECTION 10.11.

             SECTION 10.12. Severability. In the event any one or more of the
        provisions contained in this Agreement or in any other Loan Document
        should be held invalid, illegal or unenforceable in any respect, the
        validity, legality and enforceability of the remaining provisions
        contained herein and therein shall not in any way be affected or
        impaired thereby. The parties shall endeavor in good-faith negotiations
        to replace the invalid, illegal or unenforceable provisions with valid
        provisions, the economic effect of which comes as close as possible to
        that of the invalid, illegal or unenforceable provisions.

             SECTION 10.13. Counterparts. This Agreement may be executed in two
        or more counterparts, each of which shall constitute an original but all
        of which when taken together shall constitute but one contract, and
        shall become effective as provided in Section 10.03.

             SECTION 10.14. Headings. Article and Section headings and the
        Table of Contents used herein are for convenience of reference only, are
        not part of this Agreement and are not to affect the construction of, or
        to be taken into consideration in interpreting, this Agreement.

             SECTION 10.15. Jurisdiction; Consent to Service of Process. (a)
        The Borrower hereby irrevocably and unconditionally submits, for itself
        and its property, to the nonexclusive jurisdiction of any New York State
        court or Federal court of the United States of America sitting in
        New York City, and any appellate court from any thereof, in any action
        or proceeding arising out of or relating to this Agreement or the other
        Loan Documents, or for recognition or enforcement of any judgment, and
        each of the parties hereto hereby irrevocably and unconditionally agrees
        that all claims in respect of any such action or proceeding may be heard
        and determined in such New York State or, to the extent permitted by
        law, in such Federal court. Each of the parties hereto agrees that a
        final judgment in any such action or proceeding shall be conclusive and
        may be enforced in other jurisdictions by suit on the judgment or in any
        other manner provided by law. Nothing in this Agreement shall affect any
        right that any Lender may otherwise have to bring any action or
        proceeding relating to this Agreement or the other Loan Documents
        against the Borrower or its properties in the courts of any
        jurisdiction.

             (b) The Borrower hereby irrevocably and unconditionally waives, to
        the fullest extent it may legally and effectively do so, any objection
        that it may now or hereafter have to the laying of venue of any suit,
        action or proceeding arising out of or relating to this agreement or the
        other Loan Documents in any New York State or Federal court. Each of the
        parties hereto hereby irrevocably waives, to the fullest extent
        permitted by law, the defense of an inconvenient forum to the
        maintenance of such action or proceeding in any such court.

             (c) Each party to this Agreement irrevocably consents to service
        of process in the manner provided for notices in Section 10.01. Nothing
        in this Agreement will affect the right of any party to this Agreement
        to serve process in any other manner permitted by law.

             SECTION 10.16. Mortgaged Property Casualty and Condemnation.
        (a)  Notwithstanding any other provision of this Agreement or the
        Security Documents, the Collateral Agent is authorized, at its option
        (for the benefit of the Secured Parties), to collect and receive, to the
        extent payable to the Borrower or any Subsidiary Guarantor, all
        insurance proceeds, damages, claims and rights of action and the right
        thereto under any insurance policies with respect to any casualty or
        other insured damage ( Casualty ) to any portion of any Mortgaged
        Property (collectively,  Insurance Proceeds ), unless an Event of
        Default shall not have occurred and be continuing. The Borrower agrees
        to notify, and to cause each Subsidiary Guarantor to notify, the
        Collateral Agent and the Agent, in writing, promptly after the Borrower
        or any Subsidiary Guarantor obtains notice or knowledge of any Casualty
        to a Mortgaged Property, which notice shall set forth a description of
        such Casualty and the Borrower's or such Subsidiary Guarantor's good
        faith estimate of the amount of related damages. If the Borrower or any
        Subsidiary Guarantor shall receive any Insurance Proceeds, the Borrower
        agrees, subject to the foregoing limitations, to endorse and transfer,
        and to cause any Subsidiary Guarantor to endorse and transfer, any
        Insurance Proceeds it receives to the Collateral Agent.

             (b) The Borrower will notify, and cause each Subsidiary Guarantor
        to notify, the Collateral Agent and the Agent immediately upon obtaining
        knowledge of the institution of any action or proceeding for the taking
        of any Mortgaged Property, or any part thereof or interest therein, for
        public or quasi-public use under the power of eminent domain, by reason
        of any public improvement or condemnation proceeding, or in any other
        manner (a  Condemnation ). No settlement or compromise of any claim in
        connection with any such action or proceeding shall be made without the
        consent of the Collateral Agent, which consent shall not be unreasonably
        withheld. The Collateral Agent is authorized, at its option (for the
        benefit of the Secured Parties), to collect and receive all proceeds of
        any such Condemnation (in each case, the  Condemnation Proceeds ). The
        Borrower agrees to execute, and to cause any Subsidiary Guarantor to
        execute, such further assignments of any Condemnation Proceeds as the
        Collateral Agent may reasonably require.

             (c) In the event of a Condemnation of all or  substantially all 
        of any Mortgaged Property (which determination shall be made by the
        Collateral Agent in its reasonable discretion), unless the Borrower
        shall have notified the Collateral Agent in writing promptly after such
        Condemnation that it or the applicable Subsidiary Guarantor intends to
        replace the related Mortgaged Property (and no Default or Event of
        Default shall have occurred and be continuing at the time of such
        election), the Collateral Agent may deem such event to be a Prepayment
        Event, and shall apply the Condemnation Proceeds received as a result of
        such Condemnation (less the reasonable costs, if any, incurred by the
        Collateral Agent or the Borrower or any Subsidiary Guarantor in the
        recovery of such Condemnation Proceeds, including reasonable attorneys'
        fees, other charges and disbursements (the Collateral Agent having
        agreed to reimburse the Borrower or such Subsidiary Guarantor from such
        Condemnation Proceeds for such costs incurred by the Borrower or such
        Subsidiary Guarantor)) to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c), with any
        remaining Condemnation Proceeds being returned to the Borrower or such
        Subsidiary Guarantor. If the Borrower or the applicable Subsidiary
        Guarantor shall elect to replace a Mortgaged Property as contemplated
        above, (i) the replacement property shall be of utility comparable to
        that of the replaced Mortgaged Property and (ii) the insufficiency of
        any Condemnation Proceeds to defray the entire expense of the related
        location, acquisition and replacement of such replacement property shall
        in no way relieve the Borrower or such Subsidiary Guarantor of its
        obligation to complete the construction of any replacement property if
        the Borrower or such Subsidiary Guarantor shall have made such election
        and shall have acquired the related real property.

             (d) In the event of any Condemnation of the Mortgaged Property, or
        any part thereof (other than a Condemnation described in paragraph (c)
        above (unless such Condemnation shall not be deemed to be a Prepayment
        Event or the Borrower or the applicable Subsidiary Guarantor shall be
        permitted and shall have elected to replace the related Mortgaged
        Property, in each case, as provided in paragraph (c) above) and subject
        to the provisions of paragraph (f) below, the Collateral Agent shall
        apply the Condemnation Proceeds, first, in the case of a partial
        Condemnation, to the repair or restoration of any integrated structure
        subject to such Condemnation or, in the case of a total or
         substantially all  Condemnation, to the location of a replacement
        property, acquisition of such replacement property and construction of
        the replacement structures, in each case, under the conditions specified
        in paragraph (f) below, and, second, shall apply the remainder of such
        Condemnation Proceeds (less the reasonable costs, if any, incurred by
        the Collateral Agent or the Borrower or the applicable Subsidiary
        Guarantor in the recovery of such Condemnation Proceeds, including
        reasonable attorneys' fees (the Collateral Agent having agreed to
        reimburse the Borrower or such Subsidiary Guarantor from such
        Condemnation Proceeds for such costs incurred by the Borrower or such
        Subsidiary Guarantor)) to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c), with any
        remaining Condemnation Proceeds being returned to the Borrower or such
        Subsidiary Guarantor.

             (e) In the event of any Casualty of less than 50% of the useable
        square footage of the improvements of any Mortgaged Property, the
        Borrower shall, and shall cause each Subsidiary Guarantor to, subject to
        the conditions contained in clause (f), restore the Mortgaged Property
        to substantially its same condition immediately prior to such Casualty.
        In the event of any Casualty of greater than 50% of the useable square
        footage of the improvements of any Mortgaged Property and so long as no
        Default or Event of Default has occurred and is continuing, the Borrower
        shall have the option to either:

                   (i) restore (or cause the applicable Subsidiary Guarantor to
             restore) the Mortgaged Property to a condition substantially
             similar to its condition immediately prior to such Casualty and to
             invest the balance, if any, of any Insurance Proceeds, in
             equipment, vehicles or other assets used in the Borrower's or such
             Subsidiary Guarantor's principal lines of business within 180 days
             after the receipt thereof, provided that the Borrower or such
             Subsidiary Guarantor, pending such reinvestment, promptly deposits
             such excess Insurance Proceeds in a cash collateral account
             established with the Collateral Agent for the benefit of the
             Secured Parties; 

                   (ii) replace (or cause the applicable Subsidiary Guarantor
             to replace) the Mortgaged Property with property of utility
             comparable to that of the replaced Mortgage Property and to invest
             the balance, if any, of any Insurance Proceeds, in equipment,
             vehicles or other assets used in the Borrower's or such Subsidiary
             Guarantor's principal lines of business within 180 days after the
             receipt thereof, provided that the Borrower or such Subsidiary
             Guarantor, pending such reinvestment, promptly deposits such
             excess Insurance Proceeds in a cash collateral account established
             with the collateral Agent for the benefit of the Secured Parties;
             or

                   (iii) direct (or cause the applicable Subsidiary Guarantor
             to direct) the Collateral Agent to apply the related Insurance
             Proceeds to prepay obligations outstanding under this Agreement to
             the extent required under Section 2.13(c), with any remaining
             Insurance Proceeds being returned to the Borrower or such
             Subsidiary Guarantor.

        It is understood that any excess Insurance Proceeds that are not
        reinvested in the Borrower's or the applicable Subsidiary Guarantor's
        principal lines of business as contemplated above will be applied to
        prepay obligations outstanding under this Agreement to the extent
        required under Section 2.13(c).

             If required to do so, the Borrower shall make, or cause the
        applicable Subsidiary Guarantor to make, the election contemplated by
        the immediately preceding paragraph by notifying the Collateral Agent
        and the Agent promptly after the later to occur of (A) five days after
        the Borrower or such Subsidiary Guarantor and their respective insurance
        carriers  reach a final determination of the amount of any Insurance
        Proceeds and (B) 30 days after the occurrence of the Casualty. If the
        Borrower or such Subsidiary Guarantor shall be required or shall elect
        to restore or replace the Mortgaged Property, the insufficiency of any
        Insurance Proceeds or Condemnation Proceeds to defray the entire expense
        of such restoration or replacement shall in no way relieve the Borrower
        or such Subsidiary Guarantor of such obligation to so restore or so
        replace if it is so required or once such election has been made. In the
        event the Borrower or such Subsidiary Guarantor shall be required to
        restore or replace or shall notify the Collateral Agent and the Agent of
        its election to restore or replace, the Borrower shall diligently and
        continuously prosecute, or cause such Subsidiary Guarantor to so
        prosecute, the restoration or replacement of the Mortgaged Property to
        completion. In the circumstance where the Borrower or such Subsidiary
        Guarantor shall be required to restore or replace or shall so elect to
        restore or replace and no Default or Event of Default has occurred and
        is continuing the Borrower or such Subsidiary Guarantor shall not be
        required to comply with the requirements of paragraph (f) below in
        connection with such restoration or replacement (except as required by
        clause (f)(ii)(A) and (B)), so long as the cost of such restoration or
        replacement shall be less than $200,000. In the event of a Casualty
        where the Borrower or such Subsidiary Guarantor is required to make the
        election set forth above and the Borrower either shall fail to notify or
        to cause such Subsidiary Guarantor to notify the Collateral Agent and
        the Agent of its election within the period set forth above or the
        Borrower or such Subsidiary Guarantor shall elect not to restore or
        replace the Mortgaged Property, the Collateral Agent shall (after being
        reimbursed for all reasonable costs of recovery of such Insurance
        Proceeds including reasonable attorneys' fees and after reimbursing the
        Borrower or such Subsidiary Guarantor for all such reasonable costs
        incurred by the Borrower or such Subsidiary Guarantor) apply such
        Insurance Proceeds to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c). In addition,
        upon such prepayment, the Borrower shall be obligated to place, or cause
        such Subsidiary Guarantor to place, the remaining portion, if any, of
        the Mortgaged Property in a safe condition that is otherwise in
        compliance with the requirements of applicable Governmental Authorities
        and the provisions of this Agreement and the applicable Mortgage.

             (f) Except as otherwise specifically provided in this
        Section 10.16, all Insurance Proceeds and all Condemnation Proceeds
        recovered by the Collateral Agent (A) are to be applied to the
        restoration or replacement of the applicable Mortgaged Property (or, if
        permitted in the event of a total or  substantially all  Condemnation as
        contemplated in paragraph (c) above, to the replacement of the
        applicable Mortgaged Property) (less the reasonable cost, if any, to the
        Collateral Agent of such recovery and of paying out such proceeds,
        including reasonable attorneys' fees, other charges and disbursements
        and costs allocable to inspecting the Work (as defined below) and
        (B) shall be applied by the Collateral Agent to the payment of the cost
        of restoring or replacing the Mortgaged Property so damaged, destroyed
        or taken or of the portion or portions of the Mortgaged Property not so
        taken (the  Work ) and (C) shall be paid out from time to time to the
        Borrower or the applicable Subsidiary Guarantor as and to the extent the
        Work (or the location and acquisition of any replacement of any
        Mortgaged Property) progresses for the payment thereof, but subject to
        each of the following conditions:

                   (i) the Borrower or the applicable Subsidiary Guarantor must
             promptly commence the restoration process or the replacement
             process in connection with the Mortgaged Property;

                   (ii) the Work shall be in the charge of an architect or
             engineer and before the Borrower or the applicable Subsidiary
             Guarantor commences any Work, other than temporary work to protect
             property or prevent interference with business, the Collateral
             Agent shall have received the plans and specifications and the
             general contract for the Work from the Borrower or the applicable
             Subsidiary Guarantor.  Said plans and specifications shall provide
             for such Work that, upon completion thereof, the improvements
             shall (A) be in compliance with all requirements of applicable
             Governmental Authorities such that all representations or
             warranties of the Borrower or such Subsidiary Guarantor relating
             to the compliance of such Mortgaged Property with applicable laws,
             rules or regulations in this Credit Agreement or the Security
             Documents will be correct in all respects and (B) be at least
             equal in value and general utility to the improvements that were
             on such Mortgaged Property (or that were on the Mortgaged Property
             that has been replaced, if applicable) prior to the Casualty or
             Taking, and in the case of a Taking, subject to the effect of such
             Taking;

                   (iii) except as provided in (iv) below, each request for
             payment shall be made on seven days' prior notice to the
             Collateral Agent and shall be accompanied by a certificate to be
             made by such architect or engineer, stating (A) that all the Work
             completed has been done in substantial compliance with the plans
             and specifications, (B) that the sum requested is justly required
             to reimburse the Borrower or the applicable Subsidiary Guarantor
             for payments by the Borrower or such Subsidiary Guarantor to, or
             is justly due to, the contractor, subcontractors, materialmen,
             laborers, engineers, architects or other Persons rendering
             services or materials for the Work (giving a brief description of
             such services and materials) and that, when added to all sums
             previously paid out by the Collateral Agent, does not exceed the
             value of the Work done to the date of such certificate;

                   (iv) each request for payment in connection with the
             acquisition of a replacement Mortgaged Property shall be made on
             30 days' prior notice to the Collateral Agent and, in connection
             therewith, (A) each such request shall be accompanied by a copy of
             the sales contract or other document governing the acquisition of
             the replacement property by the Borrower or the applicable
             Subsidiary Guarantor and a certificate of the Borrower or such
             Subsidiary Guarantor stating that the sum requested represents the
             sales price under such contract or document and the related
             reasonable transaction fees and expenses (including brokerage
             fees) and setting forth in sufficient detail the various
             components of such requested sum and (B) the Borrower shall (and
             shall cause such Subsidiary Guarantor to) (I) in addition to any
             other items required to be delivered under this Section 10.16,
             provide the Agent and the Collateral Agent with such opinions,
             documents, certificates, title insurance policies (as required by
             Section 5.02(m)), surveys and other insurance policies as they may
             reasonably request and (II) take such other actions as the Agent
             and the Collateral Agent may reasonably deem necessary or
             appropriate (including actions with respect to the delivery to the
             Collateral Agent of a first priority Mortgage as required by
             Section 5.02(m) and assignment with respect to such real property
             for ratable benefit of the Secured Parties);

                   (v) each request shall be accompanied by waivers of lien
             satisfactory to the Collateral Agent covering that part of the
             Work for which payment or reimbursement is being requested and, if
             required by the Collateral Agent, by a search prepared by a title
             company or licensed abstractor or by other evidence satisfactory
             to the Collateral Agent, that there has not been filed with
             respect to such Mortgaged Property any mechanics' or other lien or
             instrument for the retention of title in respect of any part of
             the Work not discharged of record or bonded to the reasonable
             satisfaction of the Collateral Agent;

                   (vi) there shall be no Default or Event of Default that has
             occurred and is continuing;

                   (vii) the request for any payment after the Work has been
             completed shall be accompanied by a copy of any certificate or
             certificates required by law to render occupancy of the
             improvements being rebuilt, repaired or restored legal; and

                   (viii) after commencing the Work, the Borrower shall (and
             shall cause the applicable Subsidiary Guarantor to) continue to
             perform the Work diligently and in good faith to completion in
             accordance with the approved plans and specifications.

        Upon completion of the Work and payment in full therefor, the Collateral
        Agent will disburse to the Borrower or the applicable Subsidiary
        Guarantor the amount of any Insurance Proceeds or Condemnation Proceeds
        then or thereafter in the hands of the Collateral Agent on account of
        the Casualty or Taking that necessitated such Work to be applied (x) to
        prepay obligations outstanding under this Agreement to the extent
        required under Section 2.13(c), with any excess being returned to the
        Borrower or the applicable Subsidiary Guarantor, or (y) to be reinvested
        in the Borrower's or such Subsidiary Guarantor's principal lines of
        business within 180 days after the receipt thereof, provided that the
        Borrower, pending such reinvestment, promptly deposits (or causes the
        applicable Subsidiary Guarantor to  so deposit) such amounts in a cash
        collateral account established with the Collateral Agent for the benefit
        of the Secured Parties.

             (g) Notwithstanding any other provisions of this Section 10.16, if
        the Borrower or the applicable Subsidiary Guarantor shall have elected
        to replace a Mortgaged Property as contemplated in paragraphs (c) and
        (e) above, all Condemnation Proceeds or Insurance Proceeds held by the
        Collateral Agent in connection therewith shall be applied to prepay
        obligations outstanding under this Agreement to the extent required
        under Section 2.13(c) if (i) the Borrower notifies the Collateral Agent
        and the Agent that it or the applicable Subsidiary Guarantor does not
        intend to replace the related Mortgaged Property, (ii) a Responsible
        Officer of the Borrower shall not have notified the Agent and the
        Collateral Agent in writing that the Borrower or the applicable
        Subsidiary Guarantor has acquired or has entered into a binding contract
        to acquire land upon which it will construct the replacement property
        within six months after the related Condemnation or Casualty or
        (iii) the Borrower shall have not notified the Agent and the Collateral
        Agent in writing that it or the applicable Subsidiary Guarantor has
        begun construction of the replacement structures within one year after
        the related Condemnation or Casualty. Any funds not required to be
        applied in accordance with Section 2.13(c) shall be returned to the
        Borrower or the applicable Subsidiary Guarantor.

             (h) Nothing in this Section 10.16 shall prevent the Collateral
        Agent from applying at any time all or any part of the Insurance
        Proceeds or Condemnation Proceeds to the curing of any Event of Default
        under this Credit Agreement. 

             (i) The execution of a Mortgage or a Leasehold Mortgage by any
        Subsidiary Guarantor shall be deemed to be an acknowledgement and
        acceptance of the provisions of this Section 10.16 and the provisions of
        Section 10.17.

             SECTION 10.17. Investment of Certain Escrowed Amounts. (a) In the
        event that the Borrower deposits (or causes any Subsidiary to deposit)
        money with the Collateral Agent, or such money is received directly by
        the Collateral Agent, pursuant to or in connection with (a) the
        definition of the term  Prepayment Event  (in connection with any
        deposit of Net Cash Proceeds pending any permitted reinvestment
        contemplated by such definition (other than with respect to any
        Mortgaged Property Casualty or Condemnation governed by Section 10.16))
        or (b) Section 10.16 (in connection with any Mortgaged Property Casualty
        or Condemnation), the Borrower and each applicable Subsidiary
        understands and agrees that (i) such amounts shall be held as collateral
        for the payment of the Obligations in separate escrow accounts (or sub-
        accounts of a single escrow account) with the Collateral Agent for the
        benefit of the Secured Parties, (ii) the Collateral Agent shall have
        exclusive dominion and control over such accounts (or subaccounts),
        (iii) other than any interest earned on the investment of such deposits
        in Permitted Investments, which investments shall be made at the option
        and sole discretion of the Collateral Agent, such deposits shall not
        bear interest, (iv) interest or profits, if any, on such investments
        shall accumulate in such accounts (or sub-accounts) and (v) amounts held
        in such accounts (or sub-accounts) shall be released or applied (A) in
        the case of Section 10.16, as provided in (and subject to the provisions
        of) such Section and (B) in all other cases, upon the demand by the
        Borrower in connection with the Borrower's or the applicable
        Subsidiary's reinvestment of such amounts within the specified period of
        time.

             (b) Nothing in this Section 10.17 shall prevent the Collateral
        Agent from applying at any time all or any part of the amounts on
        deposit in the above-contemplated accounts (or sub-accounts) to the
        curing of any Event of Default under this Credit Agreement.

             SECTION 10.18. Confidentiality. Except as otherwise provided in
        Section 10.04(g), each of the Agent, the Fronting Bank, and each of the
        Lenders agrees to keep confidential (and (i) to cause its respective
        officers, directors and employees to keep confidential and (ii) to use
        its best efforts to cause its respective agents and representatives to
        keep confidential) the Information (as defined below) and all copies
        thereof, extracts therefrom and analyses or other materials based
        thereon, except that the Agent, the Fronting Bank or any Lender shall be
        permitted to disclose Information (a) to such of its respective
        officers, directors, employees, agents and representatives as need to
        know such Information, (b) to the extent requested by any bank
        regulatory authority, (c) (i) to the extent otherwise required by
        applicable laws and regulations or by any subpoena or similar legal
        process or (ii) in connection with the enforcement of this Agreement or
        any other Loan Document, (d) to the extent such Information (i) becomes
        publicly available other than as a result of a breach of this Agreement
        or (ii) becomes available to the Agent, the Fronting Bank or any Lender
        on a nonconfidential basis from a source other than the Borrower or
        (e) to the extent the Borrower shall have consented to such disclosure
        in writing. For the purposes of this Section,  Information  shall mean
        all  information that is received from the Borrower and relates to the
        Borrower or the Subsidiaries, other than any such information available
        to the Agent, the Fronting Bank or any Lender on a nonconfidential basis
        prior to its disclosure thereto by the Borrower, and which is clearly
        identified at the time of delivery as confidential. The provisions of
        this Section 10.18 shall remain operative and in full force and effect
        regardless of the expiration of this Agreement. Notwithstanding the
        foregoing, the parties hereto agree that the filing of any of the Loan
        Documents (to the extent necessary in the judgment of the Collateral
        Agent) to properly assure the validity or priority of the Collateral
        Agent's Lien under any Security Document or to the extent required by
        local counsel in order to render an opinion in form and substance
        reasonably satisfactory to the Collateral Agent in connection with such
        Lien will not result in a violation of the foregoing confidentiality
        provisions.

             SECTION 10.19  Sharing of Proceeds of Certain Collateral.  (a)  If
        the Collateral Agent receives any amounts in respect of any Mortgaged
        Property and the related Mortgage omits as a secured obligation the
        Revolving Loans (including the Letters of Credit) (each such Mortgage
        being a  Partial Mortgage ), and the application by the Collateral Agent
        of such amounts in accordance with the terms of such Partial Mortgage
        would result in the unpaid principal portion of any Lender's Loans being
        proportionately less than the unpaid principal portion of any other
        Lender's Loans, then the Collateral Agent shall be permitted to
        reallocate such amounts so that the aggregate unpaid principal amount of
        the Loans and LC Exposures and participations in Loans and LC Exposures
        held by each Lender shall be in the same proportion to the aggregate
        unpaid principal amount of all Loans and LC Exposures then outstanding
        as the principal amount of such Lender's Loans and LC Exposures prior to
        the initial application of the amounts by the Collateral Agent was to
        the principal amount of all Loans and LC Exposures prior to the initial
        application of such amounts.  The Borrower expressly consents to the
        foregoing arrangements.

             IN WITNESS WHEREOF, the Borrower, the Agent, the Fronting Bank and
        the Lenders have caused this Agreement to be duly executed by their
        respective authorized officers as of the day and year first above
        written.

                                    DOSKOCIL COMPANIES INCORPORATED,

                                      by
                                        /s/Bryant P. Bynum               
                                                                        
                                        Name:  Bryant P. Bynum
                                        Title:     V.P. Treasurer


                                     CHEMICAL BANK, individually, as
                                    Agent and as Fronting Bank,

                                      by
                                        /s/Brian Comiskey                
                                                                        
                                        Name:  Brian Comiskey
                                        Title:     Vice President



                                     BANQUE PARIBAS,

                                      by
                                        /s/Pierre-Jean de Filippis       
                                                                        
                                        Name:  Pierre-Jean de Filippis
                                        Title:     General Manager

                                      by
                                        /s/Bruce A. Cauley               
                                                                        
                                        Name:  Bruce A. Cauley
                                        Title:     Deputy General
                                    Manager


                                     CREDIT LYONNAIS, CAYMAN ISLAND
                                    BRANCH,

                                      by
                                        /s/Raymond Whiteman              
                                                                        
                                        Name:  Raymond Whiteman
                                        Title:     Authorized Signature



                                     FIRST BANK NATIONAL ASSOCIATION,

                                      by
                                        /s/John E. Besse                 
                                                                        
                                        Name:  John E. Besse
                                        Title:    Vice President


                                    THE FIRST NATIONAL BANK OF BOSTON,

                                      by
                                        /s/Peter R. White                
                                                                        
                                        Name:  Peter R. White
                                        Title:     Managing Director



                                     GIROCREDIT BANK AKTIENGESELLSCHAFT
                                    DER SPARKASSEN, GRAND CAYMAN ISLAND
                                    BRANCH,

                                      by
                                        /s/Patricia Hogan                
                                                                        
                                        Name:  Patricia Hogan
                                        Title:     Vice President

                                      by
                                        /s/Anca Trifan                   
                                                                        
                                        Name:  Anca Trifan
                                        Title:     Vice President



                                    HARRIS TRUST AND SAVINGS BANK,

                                      by
                                        /s/Edward Boyd Jones             
                                                                        
                                        Name:  Edward Boyd Jones
                                        Title:     Vice President



                                     HELLER FINANCIAL, INC.,

                                      by
                                        /s/V. Robert Rotering            
                                                                        
                                        Name:  V. Robert Rotering
                                        Title:     AVP



                                    THE LONG TERM CREDIT BANK OF JAPAN,
                                    LTD., CHICAGO BRANCH,

                                      by
                                        /s/Armund J. Schoen, Jr.         
                                                                        
                                         Name:  Armund J. Schoen, Jr.
                                        Title:     Vice President &
                                                   Deputy General
                                                     Manager



                                     THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION,

                                      by
                                        /s/Patricia Loret de Mola        
                                                                        
                                        Name:  Patricia Loret de Mola
                                        Title:     Senior Vice President



                                     NATIONSBANK OF TEXAS, N.A.,
 
                                      by
                                        /s/Susan Ray                     
                                                                        
                                        Name:  Susan Ray
                                        Title:     Vice President



     Exhibit 2


                                   For:      DOSKOCIL COMPANIES INC.

                                   Contact:  Bryant Bynum
                                             Vice President Planning
                                             Corporate Finance
                                             (405) 879-5500

     FOR IMMEDIATE RELEASE

                                   Naomi Rosenfeld/Eileen English
                                   Media Contact:  Stephanie Ferrell
                                   Morgen-Walke Associates
                                   (212) 850-5600

          OKLAHOMA CITY, Okla., June 2, 1994 -- Doskocil Companies
     Incorporated (NASDAQ:DOSK) announced today that it has completed
     the previously announced acquisition of the Frozen Specialty
     Foods division of International Multifoods Corporation
     (NYSE:IMC).  The purchase price was approximately $135 million.
     The business, which has been named Doskocil Specialty Brands
     Company, will operate as a fourth operating division of Doskocil.
     Specialty Brands markets frozen food products, including ethnic
     foods in the Mexican and Italian segments, as well as appetizers,
     entrees and portioned meats.  Sales are primarily to the
     foodservice industry.

          Financing for the transaction was provided by Chemical Bank.

          Robert S. Wright, who ran the Frozen Specialty Foods
     division at International Multifoods, has been named President
     and General Manager of Doskocil Specialty Brands and Senior Vice
     President of Doskocil Companies Incorporated.

          Commenting on the acquisition, John T. Hanes, Chairman, CEO,
     and President of Doskocil stated, "This acquisition is a natural
     extension of our existing business and positions us well to
     become a leader in the food industry.  The complementary product
     lines and channels of distribution will allow us to leverage the
     strengths of both businesses.  The acquisition also furthers our
     presence in the foodservice market, especially the fast-growing
     ethnic segment of the food industry."

          Robert S. Wright commented, "The addition of the Frozen
     Specialty Foods business represents an important step in
     Doskocil's evolution into a leading diversified food company.  My
     colleagues and I are looking forward to being a part of the
     Doskocil team.  We will continue to provide our customers with
     quality products, a dedication to service and targeted new
     product introductions."

          Doskocil produces, markets and distributes branded and
     processed meat products under proprietary brand names that
     include Wilson Foods , Corn King , Wilson's Continental Deli ,
     American Favorite (TM), Doskocil Foods(TM) and Jefferson
     Meats(TM).  The Company's products include pepperoni, beef and
     pork toppings marketed to the pizza industry as well as boneless
     hams, sausage, bacon and other branded and processed meat
     products for the foodservice, delicatessen and retail markets.

                                   # # #




     Exhibit 3


                      FROZEN SPECIALTY FOODS BUSINESS
                   (A UNIT OF THE PREPARED FOODS DIVISION
                  OF INTERNATIONAL MULTIFOODS CORPORATION)

                          Condensed Balance Sheets

                               (In thousands)

                                             February 28,       November 27,
                        ASSETS                   1994               1993
                                             ____________       ____________
                                              (Unaudited)

     Current assets:
        Cash                                     $      5           $      5
        Trade accounts receivable, net             11,609              9,401
        Inventories                                23,767             23,083
        Other current assets                        2,208              2,450
                                                   ______             ______
         Total current assets                      37,589             34,939

     Property, plant and equipment, net            44,434             45,284
     Intangibles, net                              29,417             29,820
                                                  _______            _______

         Total assets                            $111,440           $110,043
                                                  =======            =======

     LIABILITIES AND INVESTMENT AND ADVANCES BY PARENT

     Current liabilities:
        Current portion of long-term debt        $    172           $    171
        Accounts payable                            7,003              5,429
        Accrued expenses                            5,987              7,576
                                                   ______             ______
         Total current liabilities                 13,162             13,176

        Long-term debt, net of current portion       -                   172
        Deferred income taxes                       9,807              9,807
        Employee benefits and other non-current
         liabilities                                6,221              6,221
                                                   ______             ______
           Total liabilities                       29,190             29,376
                                                   ______             ______
     Investment and advances by parent             82,250             80,667
                                                   ______             ______
        Total liabilities and investment and
         advances by parent                      $111,440           $110,043
                                                  =======            =======

     See accompanying notes to condensed financial statements.



                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

                   Condensed Statements of Earnings - Unaudited

                                  (In thousands)

                                                       Three Months Ended
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________
     Net sales                                         $46,447       $45,001

     Cost of sales                                      32,174        33,006
                                                        ______        ______
        Gross profit                                    14,273        11,995

     Selling expenses                                    9,270         7,132

     General and administrative expenses                   914         1,577

     Amortization of intangibles                           403           410

     Other income                                          (31)          (20)

     Interest expense                                        4             7
                                                         _____         _____
        Earnings before income taxes                     3,713         2,889

     Income taxes                                        1,562         1,144
                                                         _____         _____
        Net earnings                                   $ 2,151       $ 1,745
                                                        ======        ======

     See accompanying notes to condensed financial statements.


                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

                  Condensed Statements of Cash Flows - Unaudited

                                  (In thousands)

                                                   Three Months Ended
                                             February 28,       February 27,
                                                 1994               1993


     Cash flows from operations:
        Net earnings                              $   2,151         $ 1,745
        Adjustments to reconcile net
        earnings to net cash flows from
        operations:
         Depreciation and amortization                1,692           1,690
         Deferred income tax expense                    128             243
         Loss on property disposals                      24              97
         Changes in operating assets and
         liabilities:
           (Increase) decrease in accounts
            receivable                               (2,208)           (818)
           (Increase) decrease in inventories          (684)          1,084
           (Increase) decrease in other current
            assets                                      242            (814)
           Increase (decrease) in accounts
            payable                                   1,574          (1,293)
           Increase (decrease) in accrued
            expenses                                 (1,589)          3,954
           Increase (decrease) in employee
            benefits and other non-current
            liabilities                                -               (559)
                                                      _____           _____
             Net cash flows provided by
             operations                               1,330           5,329
                                                      _____           _____

     Cash flows from investing activities:
        Capital expenditures                           (463)           (474)
                                                      _____           _____
           Net cash flows used for investing           (463)           (474)
                                                      _____           _____

     Cash flows from financing activities:
        Decrease in intercompany account               (696)         (4,283)
        Payments on long-term debt                     (171)           (572)
                                                      _____          ______
         Net cash flows used for financing             (867)         (4,855)

     Increase (decrease) in cash                       -               -

     Cash at beginning of period                          5               4
                                                     ______          ______
     Cash at end of period                       $        5         $     4
                                                     ______          ______

     See accompanying notes to condensed financial statements.


                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

               Notes to Condensed Financial Statements - Unaudited

                     February 28, 1994 and February 27, 1993
                                  (In thousands)

     (1) Summary of Significant Accounting Policies

         General Information and Basis of Presentation

         Frozen Specialty Foods Business ("Frozen Specialty" or the
         "Company") is a unit of the Prepared Foods Business Division (the
         "Division") of International Multifoods Corporation ("Multifoods"
         or the "Corporation").  Frozen Specialty is a nationwide processor
         of prepared frozen food products for the United States foodservice
         and consumer markets.

         The accompanying condensed financial statements have been prepared
         without audit.  The Balance Sheet at November 27, 1993, has been
         derived from audited financial statements as of November 27, 1993
         and for the nine months then ended.  In the opinion of the Company,
         the accompanying unaudited condensed financial statements contain
         all adjustments (adjustments are of a normal, recurring nature)
         necessary for a fair presentation of the financial position as of
         February 28, 1994, and the results of operations and cash flows for
         the three months ended February 28, 1994 and February 27, 1993.

         The accompanying financial statements do not necessarily reflect
         the financial position and results of operations of Frozen
         Specialty in the future, or what the financial position and results
         of operations would have been had it been an independent entity
         during the periods presented.  The financial statements should be
         read in conjunction with the Company's audited financial statements
         as of November 27, 1993 and for the nine months then ended.


                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

               Notes to Condensed Financial Statements - Unaudited

     (2) Inventories

         Inventories at February 28, 1994 and November 27, 1993 are
         summarized as follows:

                                                  February 28,  November 27,
                                                     1994           1993
                                                  ____________  ____________

               Raw materials                        $ 4,051       $ 4,283
               Finished and in-process goods         16,798        15,745
               Packaging and supplies                 2,918         3,055
                                                     ______        ______
                  Total inventories                 $23,767       $23,083
                                                     ======        ======

     (3)  Related Party Transactions

          Transactions with Multifoods includes certain disbursements by
          Multifoods made on behalf of Frozen Specialty and charges for
          certain operating expenses.

          Expenses are charged based upon the specific identification of
          applicable costs, and in certain instances, a proportional cost
          allocation.  Management believes that the basis of all such
          charges is reasonable.  The amount of operating expenses charged
          by Multifoods to Frozen Specialty are as follows:

                                                       Three Months Ended
                                                       __________________
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________

          Cost of sales                               $450            $515
          Selling expenses                             180             169
          General and administrative                   120             118
                                                       ___             ___
                                                      $750            $802
                                                       ===             ===

          Sales to and purchases from other Multifoods business units
          amounted to the following for each period presented:

                                                      Three Months Ended
                                                      __________________
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________

          Sales                                       $741            $742
                                                       ===             ===
          Purchases                                   $137            $191
                                                       ===             ===

     (4)  Income Taxes

          The Company files a consolidated federal income tax return with
          Multifoods and is allocated a federal tax provision as if the
          Company filed a separate return.  The state tax provision is
          allocated by applying a weighted-average state tax rate to the
          Company's federal taxable income.  Additional tax provision items
          pertaining to the Company are maintained in the Multifoods
          financial statements.

          Income tax expense was allocated as follows:


                                                Federal    State    Total
                                                _______    _____    _____
          Three Months ended February 28, 1994:
               Current expense                   $1,192     $242    $1,434
               Deferred expense                     119        9       128
                                                  _____      ___     _____
                  Total tax expense              $1,311     $251    $1,562
                                                  =====      ===     =====

          Three Months ended February 27, 1993:
               Current expense                   $  748     $153    $  901
               Deferred expense                     216       27       243
                                                    ___      ___     _____
                  Total tax expense              $  964     $180    $1,144
                                                    ===      ===     =====

          Deferred income tax expense reflects the impact of temporary
          differences between the amounts of assets and liabilities for
          financial reporting purposes and such amounts as measured by
          currently enacted tax laws.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 423315}]
{"company-data": {"conformed-name": "DOSKOCIL COMPANIES INC", "cik": "0000004960", "assigned-sic": "2013", "irs-number": "132535513", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-07803", "film-number": "94534065"}, "business-address": {"street1": "2601 NW EXPRESSWAY", "street2": "SUITE 1000W", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112", "phone": "(405)879-5500"}, "former-company": [{"former-conformed-name": "AEICOR INC", "date-changed": "19831012"}, {"former-conformed-name": "AMERICAN EXPORT INDUSTRIES INC", "date-changed": "19780525"}, {"former-conformed-name": "AMERICAN EXPORT ISBRANDTSEN CO INC", "date-changed": "19740711"}]}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20579

                                   FORM 8-K
                                CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported)    May 25, 1994
                                                         ____________

                        Doskocil Companies Incorporated
          ______________________________________________________
          (Exact name of registrant as specified in its charter)

        Delaware                    0-7803                13-2535513
       _______________            ____________        ___________________
       (State or other            (Commission            (IRS Employer
       jurisdiction of            File Number)        Identification No.)
       incorporation)

    2601 Northwest Expressway, Suite 1000W, Oklahoma City, OK    73112
    _________________________________________________________    ________
         (Address of principal executive offices)               (Zip Code)

                                (405)879-5500
              ___________________________________________________
              Registrant's telephone number, including area code:

             
       (Former name or former address, if changed since last report)

     Item 2. Acquisition or Disposition of Assets.

               On June 1, 1994, Doskocil Companies Incorporated (the
     "Company") consummated the acquisition (the "Acquisition") of the
     Frozen Specialty Foods Division ("Frozen Specialty Foods") of
     International Multifoods Corporation.  The Acquisition was
     financed with borrowings under a $186 million senior secured
     credit facility provided pursuant to the Credit Agreement, dated
     as of May 25, 1994, among the Company, the lenders named therein,
     and Chemical Bank (the "Credit Agreement").  Following the
     Acquisition, Frozen Specialty Foods was renamed "Doskocil
     Specialty Brands Company" ("Specialty Brands").  The Company
     plans to continue to operate Specialty Brands as a manufacturer
     of frozen specialty foods.  The Credit Agreement is attached
     hereto as Exhibit 1 and is incorporated herein by reference.

     Item 5. Other Events.

               (a)  On May 3, 1994, the Company entered into an
     agreement with Robert S. Wright, President of the Prepared Foods
     Division of IMC (the "Wright Agreement"), with respect to Mr.
     Wright's employment with the Company with responsibility for
     managing Specialty Brands.  Pursuant to the Wright Agreement, Mr.
     Wright was appointed Senior Vice President of the Company and
     President of Specialty Brands for an initial term of three years.
     The effectiveness of the Wright Agreement was conditioned upon
     the consummation of the Acquisition.

               (b)  On June 2, 1994, the Company issued a press
     release with respect to the Acquisition, a copy of which is
     attached hereto as Exhibit 2 and is incorporated herein by
     reference.  The terms of the transaction described in such press
     release are qualified in their entirety by reference to (a) the
     Stock Purchase Agreement, dated as of March 17, 1994, between
     International Multifoods Corporation and the Company, which is
     described in the Annual Report on Form 10-K of the Company for
     the fiscal year ended January 1, 1994 and is attached thereto as
     Exhibit 10.36 and is incorporated herein by reference, and (b)
     the Credit Agreement.

               (c) Financial Statements of Business Acquired.
                    The balance sheet of Frozen Specialty Foods as of
     February 28, 1994 and November 27, 1993 and the related
     statements of operations and cash flows for the three months
     ended February 28, 1994 and February 27, 1993 are attached hereto
     as Exhibit 3 and are incorporated herein by reference.

               (c) Pro Forma Financial Information.
                    The following pro forma condensed consolidated
     balance sheet has been prepared assuming the Acquisition had been
     consummated on April 2, 1994.  The pro forma condensed
     consolidated balance sheet includes the historical consolidated
     accounts of the Company as of April 2, 1994 and Frozen Specialty
     Foods as of February 28, 1994.  The purchase price consisted of
     $70,500,000 plus the net book value, at date of closing, of the
     net assets acquired.  Accordingly, pro forma adjustments were
     recorded to reduce the historical amounts of assets and
     liabilities as of February 28, 1994 to the net book value of the
     assets acquired and liabilities assumed at date of closing and to
     eliminate from the historical amounts assets not acquired and
     liabilities not assumed.  Additional pro forma adjustments were
     made to adjust the assets acquired and liabilities assumed to
     their estimated fair values based on preliminary valuations.

               The following pro forma condensed consolidated
     statement of operations for the three months ended April 2, 1994
     has been prepared assuming the Acquisition had been consummated
     on January 2, 1994.  The pro forma condensed consolidated
     statement of operations for the three months ended April 2, 1994
     includes the historical consolidated results of operations of the
     Company for the three months ended April 2, 1994 and the
     historical results of Frozen Specialty Foods for the three months
     ended February 28, 1994.

               The pro forma combined results of operations are not
     necessarily indicative of results of operations that would have
     resulted had the Acquisition actually occurred on January 2, 1994
     nor are they necessarily indicative of future results of
     operations.

               These statements should be read in conjunction with the
     April 2, 1994 Consolidated Financial Statements of the Company
     and the financial statements of Frozen Specialty Foods attached
     hereto as Exhibit 3.

                      DOSKOCIL COMPANIES INCORPORATED
               PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               (IN THOUSANDS)

                             Historical
                         ____________________

                                    Frozen
                         The        Specialty
                         Company    Foods       Pro Forma Adjustments
                         April      February    _____________________  Pro Forma
                         2,1994     28, 1994    Increase     Decrease  Combined
                         ________   ________    ________     ________  _________
 Assets
 ______
 Current Assets:
   Cash and cash
    equivalents         $   6,920   $      5    $            $          $  6,925
   Receivables             33,307     11,609                  2,203(a)    42,713
   Inventory               38,942     23,767                  1,392(b)    61,317
   Other current
    assets                  3,568      2,208                  1,838(c)     3,938
                         ________   ________                             _______
    Total current
     assets                82,737     37,589                             114,893

 Property, plant and
  equipment, net           80,709     44,434                  1,634(d)   123,509
                                                 72,400(e)   29,417(e)
 Intangible and other
 assets, net              150,654     29,417      4,900(f)    1,447(f)   226,507
                          _______   ________                             _______

     Total assets        $314,100   $111,440                            $464,909
                         ========   ========                            ========

 Liabilities and Stockholders' Equity
 ____________________________________
 Current liabilities:                           Decrease     Increase
                                                ________     ________

   Current maturities
    of long-term debt   $   2,745  $     172   $           $  8,000(h)    10,917
   Accounts payable        10,892      7,003      1,768(g)                16,127
   Accrued liabilities     33,292      5,987        912(g)                38,367
     Total current        _______   ________                             _______
      liabilities          46,929     13,162                              65,411

 Long-term debt          131,654        ---                  133,774(h)  265,428

 Other long-term
 liabilities              80,070      16,028     16,028(i)                80,070

 Stockholders' equity:
      Common stock            79        ---                                   79
      Other stockholders'
       equity                                     1,447(f)
                          55,368      82,250     82,250(j)                53,921
                         _______     _______                             _______
      Total stockholders'
       equity             55,447      82,250                              54,000

      Total liabilities
       and stockholders'
       equity            ________   ________                             _______
                         $314,100   $111,440                            $464,909
                         ========   ========                            ========

See accompanying notes to the Pro Forma Condensed Consolidated Balance Sheet

                       DOSKOCIL COMPANIES INCORPORATED
                  NOTES TO PRO FORMA CONDENSED CONSOLIDATED
                                BALANCE SHEET

  Note 1.   Basis of Presentation

            The pro forma condensed consolidated balance sheet has
       been prepared assuming the Acquisition had been consummated on
       April 2, 1994 and includes the historical consolidated accounts
       of the Company as of April 2, 1994 and Frozen Specialty Foods
       as of February 28, 1994.  The Acquisition will be accounted for
       as a purchase in accordance with the provisions of Accounting
       Principles Board Opinion No. 16, and, accordingly, the purchase
       price has been preliminarily allocated to the assets acquired
       and liabilities assumed based on information available to
       management and preliminary estimates of the fair value of
       assets acquired and liabilities assumed.

  Note 2.   Pro Forma Adjustments

            The excess of purchase price over the net book value of
       tangible assets acquired was calculated as follows (in
       thousands):

            Purchase price:
              Cash paid (bank term loan)                     $135,800
              Direct costs of acquisition                       1,100
              Liabilities assumed                              10,500
                                                               ______
                 Total purchase price                         147,400
              Less: Net book value of tangible
                    assets acquired                           (75,800)
                                                               ______
              Excess of purchase price over the
                    net book value of tangible
                    assets acquired                          $ 71,600
                                                               ======
            The excess of purchase price over the net book value of
       assets acquired was allocated as follows (in thousands):

            Goodwill                                        $  62,400
            Trademarks                                         10,000
            Property, Plant and Equipment                        (800)
                                                               ______
                                                              $71,600
                                                               ======
       Note 3.   Pro Forma Adjustments

       (a)  To reduce historical accounts receivable at February 28,
            1994 to amounts actually acquired at closing.

       (b)  To decrease historical inventory at February 28, 1994 to
            amounts actually acquired at closing.

       (c)  To adjust for current assets not acquired by the Company.

       (d)  To decrease by $834,000 the historical net property, plant
            and equipment at February 28, 1994 to the net book value
            at closing and to decrease this net book value by $800,000
            to the estimated fair value, based on a preliminary
            valuation.

       (e)  To eliminate historical goodwill of Frozen Specialty Foods
            and to record the fair value of identifiable intangible
            assets acquired and the excess of cost over the fair value
            of tangible and intangible assets acquired.

       (f)  To record estimated debt issue costs relating to the term
            loan and new revolving line of credit and write off
            unamortized debt issue costs relating to the old revolving
            line of credit.

       (g)  To adjust for liabilities not assumed by the Company.

       (h)  To record the additional bank debt to be incurred to
            finance the Acquisition, and the estimated current
            maturities of such debt.

       (i)  To eliminate deferred income taxes and liabilities not
            assumed by the Company.

       (j)  To eliminate the acquired company's net equity.

                      DOSKOCIL COMPANIES INCORPORATED
          PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                            Historical
                         ____________________

                         The        Frozen
                         Company    Specialty
                         Three      Foods       Pro Forma Adjustments Pro Forma
                         months     Three       Adjustments
                         ended      months      Increase     Decrease Combined
                         April 2,   ended       __________   ________ __________
                         1994       February
                                    28, 1994
                        ________    _______
 Net sales              $156,223    $46,447                            $202,670

 Cost of sales           129,482     32,174                    161(a)   161,495
                         _______     ______                             _______
    Gross profit          26,741     14,273                              41,175
                 
 Selling expenses         16,114      9,270                              25,384

 General and
 administrative  
 expenses                  6,605        914                     21(a)     7,498

 Amortization of
 intangible assets         1,546        403         490(b)     403(b)     2,036
                        ________    _______                             _______

      Operating income     2,476      3,686                               6,257
                 
 Other income (expense):

     Interest and
     financing costs      (3,579)        (4)       2,400(c)              (5,983)

     Other, net             (157)        31                                (126)
                           _____      _____                               _____
 Income (loss) before
  income taxes            (1,260)     3,713                                 148

     Income tax benefit
      (expense)              782     (1,562)                   922(d)       142
                           _____      _____                                ____
 Net Income (loss)      $   (478) $   2,151                             $   290
                         ======== =========                              ======

 Earnings (loss) per    $   (.06)                                       $   .04
                             ===                                            ===
 See notes to the Pro Forma Condensed Consolidated Statement of Operations

                      DOSKOCIL COMPANIES INCORPORATED
                 NOTES TO PRO FORMA CONDENSED CONSOLIDATED
                          STATEMENT OF OPERATIONS

Note 1.   Basis of Presentation

               The pro forma condensed consolidated statement of
     operations for the three months ended April 2, 1994 has been
     prepared assuming the Acquisition had been consummated on January
     2, 1994 and includes the historical consolidated results of
     operations of the Company for the three months ended April 2,
     1994 and the historical results of Frozen Specialty Foods for the
     three months ended February 28, 1994.  The pro forma combined
     results of operations are not necessarily indicative of results
     of operations that would have resulted had the Acquisition
     actually occurred on January 2, 1994 nor are they necessarily
     indicative of future results of operations.

          The pro forma combined statement of operations does not give
     effect to the loss on early extinguishment of debt resulting from
     the consummation of a new bank term loan and revolving line of
     credit and early extinguishment of the existing revolving line of
     credit.  The estimated loss of $2.7 million, before income taxes
     of $1.1 million (assuming a statutory (federal and state) tax
     rate of 40%), resulting from the early extinguishment of this
     debt, will be recorded as an extraordinary item during the period
     the debt is extinguished (second quarter of fiscal 1994).

Note 2.   Pro Forma Adjustments

     (a)  To record the net change in depreciation expense based on
          the fair value of depreciable assets, versus their
          historical cost, using the straight line method over their
          estimated useful lives.

     (b)  To record amortization of trademarks over 25 years and
          goodwill over a period of 40 years, and eliminate
          amortization of the historical goodwill of Frozen Specialty
          Foods.

     (c)  To record additional interest attributable to the increase
          in bank debt to finance the Acquisition, record amortization
          of debt issue costs over the term of the new bank debt and
          eliminate amortization of debt issue costs attributable to
          debt which will be extinguished.

     (d)  To record the tax benefit attributable to the net pro forma
          adjustments based on the statutory (federal and state) tax
          rate of 40%.  The effective tax rate in future years is
          expected to be in excess of the statutory rate due to non-
          deductible amortization of previously recorded intangible
          assets.

     (e)  The weighted average number of common and common equivalent
          shares used in the pro forma earnings per share computation
          were 7,921,000 (historical).

     Item 7. Financial Statements, Pro Forma Financial Information and
             Exhibits.
               (c) Exhibits.
                    (1)  Credit Agreement, dated as of May 25, 1994,
     among the Company, the lenders named therein, and Chemical Bank.

                    (2)  Form of Press Release issued by the Company
     on June 2, 1994.

                    (3)  Balance sheet of the Frozen Specialty Foods
     Business (a unit of the Prepared Foods Division of International
     Multifoods Corporation) as of February 28, 1994 and November 27,
     1993 and the related statements of operations and cash flows for
     the three months ended February 28, 1994 and February 27, 1993.

     SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act
     of 1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned hereunto duly authorized.

                                   DOSKOCIL COMPANIES INCORPORATED

                                   By:/s/ William L. Brady
                                      William L. Brady
                                      Vice President and Controller

     Dated June 13, 1994

     EXHIBIT INDEX
      EXHIBIT                   DESCRIPTION                PAGE NO.
      NUMBER

      1              Credit Agreement, dated as of May        13
                     25, 1994, among the Company, the
                     lenders named therein, and
                     Chemical Bank

      2              Form of Press Release issued by          114
                     the Company on June 2, 1994

      3              Balance sheet of the Frozen              117
                     Specialty Foods Business (a unit
                     of the Prepared Foods Division of
                     International Multifoods
                     Corporation) as of February 28,
                     1994 and November 27, 1993 and
                     the related statements of
                     operations and cash flows for the
                     three months ended February 28,
                     1994 and February 27, 1993

     Exhibit 1

                  CREDIT AGREEMENT dated as of May 25, 1994, among
                  DOSKOCIL COMPANIES INCORPORATED, a Delaware
                  corporation (the  Borrower ), the financial
                  institutions party hereto (the  Lenders ),  CHEMICAL
                  BANK, a New York banking corporation, as agent for the
                  Lenders (in such capacity, the  Agent ) and as
                  fronting bank (in such capacity, the  Fronting Bank ).

           The Borrower has entered into a Stock Purchase Agreement dated as
     of March 17, 1994 (the  Stock Purchase Agreement ), with International
     Multifoods Corporation, a Delaware corporation (the  Seller ), to
     purchase all the outstanding equity securities of International
     Multifoods Foodservice Corp., a Delaware corporation ( Foodservice
     Corp. ) and wholly owned subsidiary of the Seller, for an aggregate
     purchase price equal to the sum of (a) $70,500,000 and (b) the lesser of
     (i) the amount of Closing Net Assets (as defined in, and determined in
     accordance with the terms and provisions of, the Stock Purchase
     Agreement) and (ii) $72,000,000.   The purchase pursuant to the Stock
     Purchase Agreement is referred to herein as the  Acquisition .

           The Borrower has requested (a) the Lenders to extend credit in
     order to enable the Borrower, on the terms and subject to the conditions
     of this Agreement, to borrow (i) on a term basis on the Closing Date,
     Term Loans (such term and each other capitalized term used but not
     defined in this introductory statement having the meaning given to such
     terms in Article I) in an aggregate principal amount not to exceed
     $146,000,000 and (ii) on a revolving basis, at any time and from time to
     time prior to the  Maturity Date, an aggregate principal amount at any
     time outstanding not in excess of the excess of (A) the lesser of
     (I) $40,000,000 and (II) the Borrowing Base at such time over (B) the LC
     Exposure at such time and (b) the Fronting Bank to issue, on the terms
     and subject to the conditions of this Agreement, Letters of Credit in an
     aggregate face amount at any time outstanding not in excess of
     $5,000,000.

           The proceeds of the Term Loans will be used by the Borrower solely
     (a) to finance the purchase price for Foodservice Corp. to be paid
     pursuant to the Stock Purchase Agreement, (b) to pay fees and expenses
     in connection with the Acquisition, (c) to pay amounts outstanding under
     the Existing Credit Agreement and (d) to repay all the Borrower's
     obligations under the Interest Rate Swap Agreement dated October 31,
     1991 (the "Swap Agreement"), between the Borrower and Chemical Bank.

           The proceeds of the Revolving Loans made on the Closing Date will
     be used to pay amounts outstanding under the Existing Credit Agreement. 
     The proceeds of the Revolving Loans made after the Closing Date will be
     used (a) for general corporate purposes in the ordinary course of the
     Borrower's business, including funding the working capital requirements
     of the Borrower and its Subsidiaries, and (b) in an amount not to exceed
     $15,000,000 from and including the Closing Date, to finance all or part
     of the purchase price to be paid in connection with any Permitted
     Acquisition. Any standby letter of credit (each, a  Standby Letter of
     Credit ) issued hereunder will be used to support the obligations of the
     Borrower or the Subsidiaries, contingent or otherwise, in respect of
     insurance, worker's compensation and similar obligations incurred in the
     ordinary course of the business of the Borrower or the Subsidiaries, as
     applicable.  Any commercial letter of credit (each, a  Commercial Letter
     of Credit ) issued hereunder will be used to provide the primary means
     of payment for the purchase of goods or services by the Borrower in the
     ordinary course of its business.

           Accordingly, the Borrower, the Lenders, the Agent and the Fronting
     Bank agree as follows:

     ARTICLE I

     Definitions
           SECTION 1.01. Defined Terms. As used in this Agreement, the
     following terms shall have the meanings specified below:

            ABR Borrowing  shall mean a Borrowing comprised of ABR Loans.

            ABR Loan  shall mean any ABR Term Loan or ABR Revolving Loan.

            ABR Revolving Loan  shall mean any Revolving Loan bearing
     interest at a rate determined by reference to the Alternate Base Rate in
     accordance with the provisions of Article II.

            ABR Spread  shall mean 1-1/2% per annum, subject to adjustment
     pursuant to Section 2.06(c).

            ABR Term Loan  shall mean any Term Loan bearing interest at a
     rate determined by reference to the Alternate Base Rate in accordance
     with the provisions of Article II.

            Acquisition  shall have the meaning assigned to such term in the
     introductory statement to this Agreement.

            Adjusted LIBO Rate  shall mean, with respect to any Eurodollar
     Borrowing for any Interest Period, an interest rate per annum (rounded
     upwards, if necessary, to the next 1/16 of 1%) equal to the product of
     (a) the LIBO Rate in effect for such Interest Period and (b) Statutory
     Reserves. For purposes hereof, the term  LIBO Rate  shall mean the rate
     at which dollar deposits approximately equal in principal amount to the
     Agent's portion of such Eurodollar Borrowing and for a maturity
     comparable to such Interest Period are offered to the principal London
     office of the Agent in immediately available funds in the London
     interbank market at approximately 11:00 a.m., London time, two Business
     Days prior to the commencement of such Interest Period.

            Administrative Fees  shall have the meaning assigned to such term
     in Section 2.05(b).

            Administrative Questionnaire  shall mean an Administrative
     Questionnaire in the form of Exhibit C.

            Affiliate  shall mean, when used with respect to a specified
     Person, another Person that directly, or indirectly through one or more
     intermediaries, Controls or is Controlled by or is under common Control
     with the Person specified.

            Agent  shall have the meaning assigned to such term in the
     introductory statement to this Agreement.

            Alternate Base Rate  shall mean, for any day, a rate per annum
     (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
     greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
     Rate in effect on such day plus 1% and (c) the Federal Funds Effective
     Rate in effect on such day plus 1/2 of 1%. For purposes hereof, the term
      Prime Rate  shall mean the rate of interest per annum publicly
     announced from time to time by the Agent as its prime rate in effect at
     its principal office in New York City; each change in the Prime Rate
     shall be effective on the date such change is publicly announced as
     being effective. The term  Base CD Rate  shall mean the sum of (a) the
     product of (i) the Three-Month Secondary CD Rate and (ii) Statutory
     Reserves and (b) the Assessment Rate. The term  Three-Month Secondary CD
     Rate  shall mean, for any day, the secondary market rate for three-month
     certificates of deposit reported as being in effect on such day (or, if
     such day shall not be a Business Day, the next preceding Business Day)
     by the Board through the public information telephone line of the
     Federal Reserve Bank of New York (which rate will, under the current
     practices of the Board, be published in Federal Reserve Statistical
     Release H.15(519) during the week following such day) or, if such rate
     shall not be so reported on such day or such next preceding Business
     Day, the average of the secondary market quotations for three-month
     certificates of deposit of major money center banks in New York City
     received at approximately 10:00 a.m., New York City time, on such day
     (or, if such day shall not be a Business Day, on the next preceding
     Business Day) by the Agent from three New York City negotiable
     certificate of deposit dealers of recognized standing selected by it.
     The term  Federal Funds Effective Rate  shall mean, for any day, the
     weighted average of the rates on overnight Federal funds transactions
     with members of the Federal Reserve System arranged by Federal funds
     brokers, as published on the next succeeding Business Day by the Federal
     Reserve Bank of New York or, if such rate is not so published for any
     day that is a Business Day, the average of the quotations for the day of
     such transactions received by the Agent from three Federal funds brokers
     of recognized standing selected by it. If for any reason the Agent shall
     have determined (which determination shall be conclusive absent manifest
     error) that it is unable to ascertain the Base CD Rate or the Federal
     Funds Effective Rate or both for any reason, including the inability or
     failure of the Agent to obtain sufficient quotations in accordance with
     the terms thereof, the Alternate Base Rate shall be determined without
     regard to clause (b) or (c), or both, of the first sentence of this
     definition, as appropriate, until the circumstances giving rise to such
     inability no longer exist. Any change in the Alternate Base Rate due to
     a change in the Prime Rate, the Three-Month Secondary CD Rate or the
     Federal Funds Effective Rate shall be effective on the effective date of
     such change in the Prime Rate, the Three-Month Secondary CD Rate or the
     Federal Funds Effective Rate, respectively.

            Amount Due  shall mean, with respect to any Receivable, the
     actual amount due and to become due to the Borrower or any Subsidiary
     Guarantor on account of such Receivable, as determined by the Borrower
     or such Subsidiary Guarantor in accordance with its customary business
     practices and as reported in any Borrowing Base Certificate.

            Applicable Percentage  of any Participating Lender shall mean the
     percentage of the aggregate Revolving Credit Commitments represented by
     such Participating Lender's Revolving Credit Commitment.

            Assessment Rate  shall mean for any date the annual rate (rounded
     upwards, if necessary, to the next 1/100 of 1%) most recently estimated
     by the Agent as the then-current net annual assessment rate that will be
     employed in determining amounts payable by the Agent to the Federal
     Deposit Insurance Corporation (or any successor) for insurance by such
     Corporation (or such successor) of time deposits made in dollars at the
     Agent's domestic offices.

            Assignment and Acceptance  shall mean an assignment and
     acceptance entered into by a Lender and an assignee, and accepted by the
     Agent, in the form of Exhibit B or such other form as shall be approved
     by the Agent.

            Assignments of Leases and Rents  shall mean the Assignments of
     Leases and Rents, each substantially in the form of Exhibit J, between
     the Borrower or any Subsidiary Guarantor and the Collateral Agent.

            Board  shall mean the Board of Governors of the Federal Reserve
     System of the United States.

            Borrower   shall have the meaning assigned to such term in the
     introductory paragraph hereof.

           "Borrower's Portion of Excess Cash Flow" shall mean, at any date
     of determination, the amount of Excess Cash Flow for the applicable
     fiscal year of the Borrower, commencing with the fiscal year ending 
     December 31, 1994,  that was not required to be applied to the
     prepayment of Loans under Section 2.13(d).

            Borrowing  shall mean a group of Loans of a single Type made by
     the Lenders on a single date and as to which a single Interest Period is
     in effect.

            Borrowing Base  shall mean at the time of any determination an
     amount equal to the sum, without duplication, of (a) 75% of (i) the
     aggregate Amount Due in respect of all Eligible Accounts Receivable at
     such time minus (ii) the aggregate amount under clause (c) below at such
     time and (b) 50% of the lower of the aggregate cost or the aggregate
     market value of all Eligible Inventory at such time and (c) the
     aggregate amount of all Uncollected Friday Receipts at such time.  All
     determinations in connection with the Borrowing Base shall be made by
     the Borrower and certified to the Agent by a Responsible Officer and
     delivered pursuant to Section 6.04(e); provided, however, that the Agent
     shall have the final right to review and adjust, in its reasonable
     judgment, any such determination to the extent such determination is not
     in accordance with this Agreement.

            Borrowing Base Certificate  shall mean a certificate in the form
     of Exhibit D, duly completed and executed by a Responsible Officer of
     the Borrower.

            Business Day  shall mean any day (other than a Saturday, Sunday
     or legal holiday in the State of New York) on which banks are open for
     business in New York City; provided, however, that, when used in
     connection with a Eurodollar Loan, the term  Business Day  shall also
     exclude any day on which banks are not open for dealings in dollar
     deposits in the London interbank market.

             Capital Expenditures  shall mean, for any period, the sum of all
     amounts that would, in accordance with GAAP, be included as additions to
     property, plant and equipment and other capital expenditures on a
     consolidated statement of cash flows for the Borrower and its
     consolidated subsidiaries during such period (including the amount of
     assets leased under any Capital Lease Obligation but excluding, for
     purposes of determining compliance with Section 7.14 only, Permitted
     Acquisitions).   

            Capital Lease Obligations  of any Person shall mean the
     obligations of such Person to pay rent or other amounts under any lease
     of (or other arrangement conveying the right to use) real or personal
     property, or a combination thereof, which obligations are required to be
     classified and accounted for as capital leases on a balance sheet of
     such Person under GAAP and, for the purposes of this Agreement, the
     amount of such obligations at any time shall be the capitalized amount
     thereof at such time determined in accordance with GAAP.

            Casualty  shall have the meaning assigned to such term in
     Section 10.16.

           A  Change in Control  shall be deemed to have occurred if:

                 (a) any Person or group (within the meaning of Rule 13d-5 of
           the Securities and Exchange Commission as in effect on the date
           hereof), other than JLL and its Affiliates, shall own directly or
           indirectly, beneficially or of record, shares representing 30% or
           more (or, at any time that JLL and its Affiliates shall own
           directly, beneficially and of record, shares representing at least
           15% of the aggregate ordinary voting power represented by the
           issued and outstanding capital stock of the Borrower, 50% or more)
           of the aggregate ordinary voting power represented by the issued
           and outstanding capital stock of the Borrower;

                 (b) during any period of two consecutive calendar years,
           individuals who at the beginning of such period constituted the
           Borrower's board of directors (together with any new directors
           whose election to the Borrower's board of directors or whose
           nomination for election to the Borrower's Board of Directors  by
           the Borrower's shareholders was approved by a vote of at least
           two-thirds of the Borrower's directors then still in office who
           either were directors at the beginning of such period or whose
           election or nomination for election was previously so approved)
           cease for any reason to constitute a majority of the Borrower's
           directors then in office; 

                 (c) any Change of Control Triggering Event (as defined in
           the Subordinated Note Indenture) shall have occurred;

                 (d) the Borrower shall cease to own and control directly, of
           record and beneficially, 100% of each class of outstanding capital
           stock of Foodservice Corp. free and clear of all Liens (other than
           any Lien under the Security Documents); or

                 (e) Foodservice Corp. shall issue any class of capital stock
           (or security convertible into any of its capital stock) that is
           not pledged to the Collateral Agent for the ratable benefit of the
           Secured Parties.

            CERCLA  shall have the meaning assigned to such term in the
     definition of the term  Environmental and Safety Laws .

            Closing Date  shall mean the date of the first Borrowing
     hereunder.

            Code  shall mean the Internal Revenue Code of 1986, or any
     successor statute thereto, as the same may be amended from time to time.

            Collateral  shall mean all the  Collateral  as defined in any
     Security Document and shall also include the Mortgaged Properties.

            Collateral Agent  shall mean Chemical Bank, as Collateral Agent
     under the Security Documents and the Guarantee Agreement.

            Collateral Assignment  shall mean the Collateral Assignment,
     substantially in the form of Exhibit H, from the Borrower and the
     Subsidiary Guarantors to the Collateral Agent, providing for the
     assignment to the Collateral Agent of the Stock Purchase Agreement and
     certain other agreements specified in such Collateral Assignment.

            Commitment  shall mean, with respect to each Lender, such
     Lender's Term Loan Commitment and Revolving Credit Commitment.

            Commitment Fee  shall have the meaning assigned to such term in
     Section 2.05(a).

            Concentration Limit  shall mean, (a) for any Obligor (other than
     any Obligor set forth on Schedule 1.01(d)), in the aggregate with
     respect to all Receivables payable by such Obligor, $5,000,000 or such
     higher or lower amount for such Obligor as may be reasonably specified
     in writing by the Required Lenders and (b) for any Obligor set forth on
     Schedule 1.01(d), in the aggregate with respect to all Receivables
     payable by such Obligor, the amount set forth on such Schedule with
     respect to such Obligor; provided, however, that the Concentration Limit
     for any Obligor and its Affiliates and subsidiaries shall be calculated
     as if such Persons were a single Obligor.

            Condemnation Proceeds  shall have the meaning assigned to such
     term in Section 10.16.

            Confidential Information Memorandum  shall mean the Confidential
     Information Memorandum of the Borrower dated April, 1994.

            Consolidated Interest Expense  shall mean (without duplication),
     with respect to any Person for any period, total interest expense
     (including the interest component of Capital Lease Obligations), whether
     paid or accrued, of such Person and its consolidated subsidiaries for
     such period, all as determined in conformity with GAAP, but only to the
     extent that such interest expense is payable in cash.

            Consolidated Interest Expense Coverage Ratio  shall mean with
     respect to the Borrower and its consolidated subsidiaries for any
     period, the ratio of (a) EBITDA for such period to (b) Consolidated
     Interest Expense for such period.  For purposes of  calculating the
     foregoing ratio only, there shall be added to EBITDA for any period
     ending on or prior to the last day of the second fiscal quarter of the
     fiscal year ending December 29, 1996, nonrecurring or extraordinary cash
     provisions for the restructuring of the Borrower's and Foodservice
     Corp.'s operations after the Closing Date to the extent such cash
     charges were deducted in determining Net Income for any such period,
     provided that the  amount of such cash charges so added to EBITDA shall
     not exceed $4,000,000 in the aggregate for all such periods .

            Consolidated Net Worth  shall mean, at any date, on a
     consolidated basis for the Borrower and its subsidiaries, (a) the sum of
     (i) common stock taken at par or stated value, (ii) capital surplus
     relating to common stock and (iii) retained earnings (or deficit) at
     such date minus (b) the sum of treasury stock at such date, all
     determined in accordance with GAAP and after giving effect to all
     adjustments required thereby.

            Contract  shall mean any written agreement or invoice between the
     Borrower or any Subsidiary Guarantor on the one hand and any Obligor on
     the other hand, pursuant to or under which such Obligor may obtain goods
     or services from time to time from the Borrower or any such Subsidiary
     Guarantor and under which such Obligor is obligated to pay for such
     goods or services.

            Control  shall mean the possession, directly or indirectly, of
     the power to direct or cause the direction of the management or policies
     of a Person, whether through the ownership of voting securities, by
     contract or otherwise, and the terms  Controlling  and  Controlled 
     shall have meanings correlative thereto.

            Credit and Collection Policy  shall mean the Credit and
     Collection Policies and Practices of the Borrower and the Subsidiary
     Guarantors relating to Receivables and Contracts as set forth on
     Schedule 1.01(c).

            Credit Event  shall have the meaning assigned to such term in
     Article V.

            Default  shall mean any event or condition that upon notice,
     lapse of time or both would constitute an Event of Default.

            Default Rate  shall have the meaning assigned to such term in
     Section 2.07.

           
                   dollars  or  $  shall mean lawful money of the United States.

            EBITDA  shall mean, with respect to the Borrower and its
     consolidated subsidiaries for any period,  the sum of (a) Net Income for
     such period, (b) all Federal, state, local and foreign income taxes
     deducted in determining such Net Income, (c) interest expense deducted
     in determining such Net Income, (d) depreciation and amortization of the
     write-up of assets resulting from the Acquisition deducted in
     determining such Net Income, (e) other depreciation, amortization and
     other noncash charges deducted in determining such Net Income and
     (f) noncash provisions for the restructuring of the Borrower's and
     Foodservice Corp.'s operations after the Closing Date to the extent such
     provisions were deducted in determining such Net Income.

            Eligible Accounts Receivable  shall mean at the time of any
     determination, all Receivables of the Borrower and the Subsidiary
     Guarantors arising in the ordinary course of their respective
     businesses, except:

                 (a)  any Receivable that (i) remains unpaid as of the date
           that is 60 days after the date of the original  invoice for such
           Receivable, (ii) is from an Obligor that has more than 30% of its
           accounts with the Borrower and the Subsidiary Guarantors
           outstanding more than 60 days after the date payment was due in
           accordance with terms of the original invoices, (iii) is from an
           Obligor that is, to the Borrower's or any Subsidiary Guarantor's
           knowledge, not Solvent, (iv) is from an Obligor previously
           disapproved by the Agent in the exercise of its reasonable
           discretion after consultation with and notice to the Borrower,
           (v) is in dispute (to the extent of such dispute), (vi) consistent
           with the Credit and Collection Policy, would be classified as
           delinquent or written-off as uncollectible, or (vii) is in excess
           of the applicable Obligor's Concentration Limit;

                 (b)  any Receivable that (i) is, to the Borrower's or any
           Subsidiary Guarantor's knowledge, not free and clear of all Liens
           (other than Liens created by or pursuant to the Security
           Documents), (ii) does not arise under a Contract representing the
           legal, valid and binding payment obligation of the Obligor
           thereunder, enforceable by the Borrower or any Subsidiary
           Guarantor in accordance with its terms, (iii) together with the
           related Contract does not comply in all material respects with all
           legal requirements of the federal, state and local jurisdictions
           where it originated, (iv) is not payable in dollars (unless
           previously approved in writing by the Agent, which approval the
           Agent may withhold in its sole discretion), (v) does not provide,
           according to its original terms, that the amount payable
           thereunder will be due within 31 days following the date upon
           which the related Obligor became obligated thereon, or 45 days in
           the case of special promotions that are conducted by the Borrower
           or any Subsidiary Guarantor from time to time in the ordinary
           course of business, (vi) is payable by an Obligor which is located
           in any jurisdiction outside of the United States of America,
           Puerto Rico or Canada, (vii) is payable by an Obligor that is an
           Affiliate of the Borrower or any of the Subsidiary Guarantors,
           (viii) is payable by an Obligor that is an agency or
           instrumentality of the federal government of the United States of
           America unless all applicable requirements of the Assignment of
           Claims Act of 1940, as amended, including the giving of all
           requisite notices of assignment (in form satisfactory to the
           Agent) to all Persons to whom such notice must be given and the
           acknowledgement of receipt thereof by all such Persons, shall have
           been complied with in all respects and unless the Agent shall have
           been provided with evidence thereof in form and substance
           satisfactory to the Agent, (ix) is payable by an Obligor as to
           which a case (voluntary or involuntary) has been commenced under
           any law relating to bankruptcy, insolvency, reorganization or
           relief of debtors or that has made a general assignment for the
           benefit of creditors (unless the Agent shall have reasonably
           determined that Receivables payable by such Obligor shall
           constitute Eligible Receivables) or (x) is not subject to the
           valid and perfected Liens created by or pursuant to the Security
           Documents in favor of the Agent for the ratable benefit of the
           Secured Parties;

                 (c)  any Receivable with respect to which the Borrower or
           any Subsidiary Guarantor has received a guaranty or a letter of
           credit providing credit support therefor or collateral security
           therefor unless the Borrower or such Subsidiary Guarantor shall
           have granted a security interest to the Agent (for the ratable
           benefit of the Secured Parties in form and substance satisfactory
           to the Agent and the Required Lenders) in such guaranty, letter of
           credit  or collateral security (that constitutes a first perfected
           security interest in the case of any such guaranty or collateral
           security) and such guaranty, letter of credit or collateral
           security is not, to the Borrower's or such Subsidiary Guarantor's
           knowledge, subject to any Lien in favor of any other Person, but
           only to the extent of any Amount Due in respect of such
           Receivables in  excess of $500,000 in the aggregate from the same
           Obligor;

                 (d)  any Receivable that shall be subject to any requirement
           of law or regulation, whether federal, state or local (including
           usury laws, the Federal Truth in Lending Act and Regulation Z of
           the Board), unless such laws and regulations shall have been duly
           complied with in all material respects;

                 (e)  any Receivable that is subject to a matured offset,
           counterclaim, or other defense, to the extent of such offset,
           counterclaim or defense;

                 (f)  any Receivable that the Borrower or any Subsidiary
           Guarantor rescinds or cancels or modifies (except that the
           Borrower or the applicable Subsidiary Guarantor may, in the
           ordinary course of business in a manner consistent with the Credit
           and Collection Policy and provided that the same is reflected in
           the next Borrowing Base Certificate delivered to the Agent
           pursuant to Section 6.04(e), grant rebates, refunds or adjustments
           with respect to Receivables, including as a result of the
           application of any special or other discounts or any
           reconciliation);

                 (g)  any and all Receivables as to which any representation
           or warranty applicable thereto contained herein or in any other
           Loan Document shall not be true and correct in any material
           respect or as to which any covenant applicable thereto contained
           herein or in any other Loan Document shall not have been complied
           with in any material respect; or 

                 (h)  any and all Receivables that the Agent in its
           reasonable judgment after consultation with the Borrower shall
           deem not to be Eligible Receivables, based on such credit and
           collateral considerations as the Agent may reasonably deem
           appropriate.

            Eligible Inventory  shall mean, at any date of determination
     thereof, all Inventory of the Borrower and the Subsidiary Guarantors
     classified as raw materials, finished goods or Work in Process, but
     shall exclude (a) all Inventory that in the reasonable opinion of the
     Agent is obsolete or unmerchantable, (b) all Inventory that is not to
     the Borrower's or any Subsidiary Guarantor's knowledge free and clear of
     all Liens (other than Liens created by or pursuant to the Security
     Documents), (c) all Inventory that is not subject to the valid and
     perfected Liens created by or pursuant to the Security Documents in
     favor of the Agent for the ratable benefit of the Secured Parties, and
     (d) all Inventory that the Agent in its reasonable judgment after
     consultation with the Borrower shall deem not to be Eligible Inventory,
     based on such credit and collateral considerations as the Agent may
     reasonably deem appropriate.

            Environmental and Safety Laws  shall mean any and all applicable
     current and future treaties, laws, regulations, enforceable
     requirements, binding determinations, orders, decrees, judgments,
     injunctions, permits, approvals, authorizations, licenses, permissions,
     notices or binding agreements issued, promulgated or entered by any
     Governmental Authority, relating to the environment, to employee health
     or safety as it pertains to the use or handling of, or exposure to,
     Hazardous Substances, to preservation or reclamation of natural
     resources or to the management, release or threatened release of
     contaminants or noxious odors, including the Hazardous Materials
     Transportation Act, the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, as amended by the Superfund
     Amendments and Reauthorization Act of 1986 ( CERCLA ), the Solid Waste
     Disposal Act, as amended by the Resource Conservation and Recovery Act
     of 1976 and the Hazardous and Solid Waste Amendments of 1984, the
     Federal Water Pollution Control Act, as amended by the Clean Water Act
     of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances
     Control Act of 1976, the Occupational Safety and Health Act of 1970, as
     amended, the Emergency Planning and Community Right-to-Know Act of 1986,
     the Safe Drinking Water Act of 1974, as amended, and any similar or
     implementing state law and all amendments or regulations promulgated
     thereunder.

            Environmental Claim  shall mean any written notice of any
     Governmental Authority alleging potential liability for damage to the
     environment or by any Person alleging potential liability for personal
     injury (including sickness, disease or death), in either case, resulting
     from or based upon (a) the presence or Release (including intentional
     and unintentional, negligent and nonnegligent, sudden or nonsudden,
     accidental or nonaccidental leaks or spills) of any Hazardous Substance
     at, in or from the property of, whether owned or leased by, the Borrower
     or any Subsidiary, or (b) any other circumstances forming the basis of
     any violation, or alleged violation, by the Borrower or any Subsidiary
     of any Environmental and Safety Law.

            Environmental Reports  shall mean the reports of GaiaTech Inc.
     and ENSR Consulting and Engineering delivered to the Lenders prior to
     the date hereof with respect to properties that shall be owned or leased
     by the Borrower or any Subsidiary upon consummation of the Acquisition.

            ERISA  shall mean the Employee Retirement Income Security Act of
     1974, or any successor statute, together with the regulations
     thereunder, as the same may be amended from time to time.

            ERISA Affiliate  shall mean any trade or business (whether or not
     incorporated) that, together with the Borrower,  is treated as a single
     employer under Section 414 of the Code.

            Eurodollar Borrowing  shall mean a Borrowing comprised of
     Eurodollar Loans.

            Eurodollar Loan  shall mean any Eurodollar Term Loan or
     Eurodollar Revolving Loan.

            Eurodollar Revolving Loan  shall mean any Revolving Loan bearing
     interest at a rate determined by reference to the Adjusted LIBO Rate in
     accordance with the provisions of Article II.

            Eurodollar Term Loan  shall mean any Term Loan bearing interest
     at a rate determined by reference to the Adjusted LIBO Rate in
     accordance with the provisions of Article II.

            Event of Default  shall have the meaning assigned to such term in
     Article VIII.

            Excess Cash Flow  shall mean, for any period, without
     duplication, an amount equal to the excess, if any, of (a) the sum of
     (i) the consolidated net cash flow from operations for such period of
     the Borrower and its consolidated subsidiaries determined on a
     consolidated basis in accordance with GAAP, (ii) to the extent deducted
     in determining such net cash flow from operations, the aggregate amount
     of repurchases or redemptions of the Subordinated Notes under
     Section 7.09(a) during such period, (iii) net cash provided (used) by
     investing activities during such period (excluding cash received as
     proceeds of any sale, transfer or other disposition of any business
     unit, asset or other property to the extent such sale, transfer or other
     disposition constitutes a Prepayment Event hereunder) and (iv) the
     aggregate proceeds of all Indebtedness incurred under Sections 7.01(d)
     and (e) during such period over (b) the sum of (i) scheduled payments
     during such period of the principal of Term Loans, (ii) scheduled
     payments during such period of the principal of permitted Indebtedness
     other than the Loans, but only to the extent that such payments cannot
     by their terms be reborrowed or redrawn, (iii) prepayments during such
     period of Term Loans pursuant to Section 2.12 and (iv) $1,000,000, in
     each case determined in accordance with GAAP.

            Existing Credit Agreement  shall mean the Credit Agreement dated
     as of April 28, 1993, among the Borrower, the lenders named therein and
     Chemical Bank, as Agent for such lenders.

            Facilities  shall mean, collectively, the Term Facility and the
     Revolving Facility.

            Fees  shall mean the Administrative Fees, the Commitment Fees,
     the LC Fees, the fees specified in Section 2.05(c) and the fees
     specified in Section 3.08.

            Financial Officer  of any corporation shall mean the chief
     financial officer, principal accounting officer, Treasurer, Assistant
     Treasurer or Controller of such corporation.

            Fronting Bank  shall have the meaning assigned to such term in
     the introductory paragraph hereof.

            GAAP  shall mean generally accepted accounting principles in the
     United States.

            Governmental Authority  shall mean any Federal, state, local or
     foreign court or governmental agency, authority, instrumentality or
     regulatory body.

            Guarantee  of or by any Person shall mean any obligation,
     contingent or otherwise, of such Person guaranteeing or having the
     economic effect of guaranteeing any Indebtedness of any other Person
     (the  primary obligor ) in any manner, whether directly or indirectly,
     including any obligation of such Person, direct or indirect, (a) to
     purchase or pay (or advance or supply funds for the purchase or payment
     of) such Indebtedness or to purchase (or to advance or supply funds for
     the purchase of) any security for the payment of such Indebtedness,
     (b) to purchase property, securities or services for the purpose of
     assuring the owner of such Indebtedness of the payment of such
     Indebtedness or (c) to maintain working capital, equity capital or other
     financial statement condition or liquidity of the primary obligor so as
     to enable the primary obligor to pay such Indebtedness; provided,
     however, that the term Guarantee shall not include endorsements for
     collection or deposit, in either case in the ordinary course of
     business.

            Guarantee Agreement  shall mean the Guarantee Agreement,
     substantially in the form of Exhibit E, between the Subsidiary
     Guarantors and the Collateral Agent.

            Hazardous Substances  shall mean any toxic, radioactive,
     mutagenic, carcinogenic, noxious, caustic or otherwise hazardous
     substance, material or waste, including petroleum, its derivatives,
     by-products and other hydrocarbons, or any substance having any
     constituent elements displaying any of the foregoing characteristics,
     including, without limitation, polychlorinated biphenyls ( PCBs ),
     asbestos or asbestos-containing material, and any substance, waste or
     material regulated under Environmental and Safety Laws.

            Indebtedness  of any Person shall mean, without duplication,
     (a) all obligations of such Person for borrowed money or with respect to
     deposits or advances of any kind, (b) all obligations of such Person
     evidenced by bonds, debentures, notes or similar instruments, (c) all
     obligations of such Person under conditional sale or other title
     retention agreements relating to assets purchased by such Person,
     (d) all obligations of such Person issued or assumed as the deferred
     purchase price of property or services (excluding trade accounts payable
     and accrued expenses arising in the ordinary course of business in
     accordance with customary trade terms), (e) all Indebtedness of others
     secured by (or for which the holder of such Indebtedness has an existing
     right, contingent or otherwise, to be secured by) any Lien on property
     owned or acquired by such Person, whether or not the obligations secured
     thereby have been assumed by such Person, (f) all Guarantees by such
     Person of Indebtedness of others, (g) all Capital Lease Obligations of
     such Person, (h) all obligations of such Person in respect of interest
     rate protection agreements, foreign currency exchange agreements or
     other interest or exchange rate hedging arrangements and  (i) all
     obligations of such Person as an account party to reimburse any bank or
     any other Person in respect of letters of credit and bankers'
     acceptances. The Indebtedness of any Person shall include the
     Indebtedness of any partnership or joint venture in which such Person is
     a  general partner or member, other than to the extent that the
     instrument or agreement evidencing such Indebtedness expressly limits
     the liability of such Person in respect thereof pursuant to provisions
     and terms reasonably satisfactory to the Agent.

            Indemnity, Subrogation and Contribution Agreement  shall mean the
     Indemnity, Subrogation and Contribution Agreement, substantially in the
     form of Exhibit M, between the Borrower, the Subsidiary Guarantors and
     the Collateral Agent.

            Interest Expense Ratio  shall mean, with respect to the Borrower
     and its consolidated subsidiaries, for any  fiscal quarter, the ratio of
     (a) EBITDA for the period of four consecutive fiscal quarters ending on
     the last day of such fiscal quarter less Capital Expenditures for such
     four-fiscal-quarter period to (b) Consolidated Interest Expense for such
     four-fiscal-quarter period.

            Interest Payment Date  shall mean, with respect to any Loan, the
     last day of the Interest Period applicable to the Borrowing of which
     such Loan is a part and, in the case of a Eurodollar Borrowing with an
     Interest Period of more than three months' duration, each day that would
     have been an Interest Payment Date had successive Interest Periods of
     three months' duration been applicable to such Borrowing and, in
     addition, the date of any refinancing or conversion of such Borrowing
     with or to a Borrowing of a different Type.

            Interest Period  shall mean (a) as to any Eurodollar Borrowing,
     the period commencing on the date of such Borrowing or on the last day
     of the immediately preceding Interest Period applicable to such
     Borrowing, as the case may be, and ending on the numerically
     corresponding day (or, if there is no numerically corresponding day, on
     the last day) in the calendar month that is 1, 2, 3 or 6 months
     thereafter, as the Borrower may elect, and (b) as to any ABR Borrowing,
     the period commencing on the date of such Borrowing or on the last day
     of the immediately preceding Interest Period applicable to such
     Borrowing, as the case may be, and ending on the earliest of (i) the
     next succeeding March 31, June 30, September 30 or December 31, (ii) the 
     Maturity Date and (iii) the date such Borrowing is converted to a
     Borrowing of a different Type in accordance with Section 2.10 or repaid
     or prepaid in accordance with Section 2.11, 2.12 or 2.13; provided,
     however, that, if any Interest Period would end on a day other than a
     Business Day, such Interest Period shall be extended to the next
     succeeding Business Day unless, in the case of a Eurodollar Borrowing
     only, such next succeeding Business Day would fall in the next calendar
     month, in which case such Interest Period shall end on the next
     preceding Business Day. Interest shall accrue from and including the
     first day of an Interest Period to but excluding the last day of such
     Interest Period.

            Inventory  shall mean all goods now owned or hereafter acquired
     by the Borrower or any Subsidiary Guarantor (wherever located, whether
     in the possession of the Borrower or any Subsidiary Guarantor or of a
     bailee or other person for sale, storage, transit, processing or use or
     otherwise consisting of whole goods, components, supplies, materials, or
     consigned, returned or repossessed  goods) that are held for sale or
     lease or to be furnished (or have been furnished) under any contract of
     service or that are raw materials, Work in Process, farm products or
     materials used or consumed in the Borrower's or any Subsidiary
     Guarantor's business or processed by or on behalf of the Borrower or
     such Subsidiary Guarantor.

            JLL  shall mean Joseph Littlejohn & Levy Fund, L.P., a Delaware
     limited partnership.

            Joint Venture  shall mean a joint venture, partnership or other
     similar arrangement, whether in corporate, partnership or other legal
     form.

            LC Commitment  shall mean $5,000,000, as the same may be reduced
     from time to time pursuant to Section 3.07. The LC Commitment shall
     automatically and permanently terminate on the LC Maturity Date.

            LC Disbursement  shall mean any payment or disbursement made by
     the Fronting Bank under or pursuant to a Letter of Credit.

            LC Exposure  shall mean, at any time of determination, the sum of
     (a) the aggregate undrawn amount of all Letters of Credit outstanding at
     such time and (b) the aggregate amount that has been drawn under such
     Letters of Credit but for which the Fronting Bank or the Lenders, as the
     case may be, have not been reimbursed by the Borrower at such time.

            LC Fees  shall have the meaning given such term in Section 3.03.

            LC Maturity Date  shall mean the fifth Business Day prior to the
     Maturity Date.

            Leasehold Mortgage  shall mean any Mortgage that is a leasehold
     or subleasehold mortgage.

            Lenders  shall have the meaning assigned to such term in the
     introductory paragraph hereof.

            Letters of Credit  shall mean the Standby Letters of Credit and
     the Commercial Letters of Credit issued by the Fronting Bank for the
     account of the Borrower pursuant to Section 3.01(a).

            LIBOR Spread  shall mean 2-1/2% per annum, subject to adjustment
     pursuant to Section 2.06(c).

            Lien  shall mean, with respect to any asset, (a) any mortgage,
     deed of trust, lien, pledge, assignment for security (whether collateral
     or otherwise), hypothecation, encumbrance, easement, lease, sublease,
     charge or security interest in or on such asset, (b) the interest of a
     vendor or a lessor under any conditional sale agreement, capital lease
     or title retention agreement or financing lease having substantially the
     same economic effect as any of the foregoing relating to such asset and
     (c) in the case of securities, any purchase option, call or similar
     right of a third party with respect to such securities.

            Loan Documents  shall mean this Agreement, the Letters of Credit,
     the Security Documents, the Guarantee Agreement and the Indemnity,
     Subrogation and Contribution Agreement.

            Loans  shall mean the Revolving Loans and the Term Loans.

            Margin Stock  shall have the meaning assigned to such term under
     Regulation U.

            Material Adverse Effect  shall mean (a) a materially adverse
     effect on the business, assets, operations or condition, financial or
     otherwise, of the Borrower and the Subsidiaries, taken as a whole, (b) a
     material impairment of the ability of the Borrower or any Subsidiary
     Guarantor to perform any of its obligations under any Transaction
     Document to which it is or will be a party or (c) a material impairment
     of the rights of or benefits available to the Agent, the Fronting Bank,
     the Collateral Agent or the Lenders under any Loan Document.

            Maturity Date  shall mean January 15, 2000.

            Mortgaged Properties  shall mean the owned real properties and
     leasehold and subleasehold interests of the Borrower and the Subsidiary
     Guarantors specified on Schedule 1.01(a).

            Mortgages  shall mean  the mortgages, deeds of trust, leasehold
     mortgages, assignments of leases and rents (including any Assignments of
     Leases and Rents, substantially in the form of Exhibit J), modifications
     and other security documents delivered pursuant to clause (i) of
     Section 5.02(i) or pursuant to Section 6.10, each (except in the case of
     any Leasehold Mortgage) substantially in the form of Exhibit I.

            Multiemployer Plan  shall mean a multiemployer plan as defined in
     Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate
     (other than one considered an ERISA Affiliate only pursuant to
     subsection (m) or (o) of Section 414 of the Code) is making or accruing
     an obligation to make contributions, or has within any of the preceding
     five plan years made or accrued an obligation to make contributions.

            Net Cash Proceeds  shall mean, with respect to any Prepayment
     Event, (a) the gross cash proceeds (including insurance proceeds,
     condemnation awards and payments from time to time in respect of
     installment obligations, if applicable) received by or on behalf of the
     Borrower or any Subsidiary in respect of such Prepayment Event, less
     (b) the sum of (i) the amount, if any, of all taxes (other than income
     taxes) payable by the Borrower or any Subsidiary in connection with such
     Prepayment Event and the Borrower's or such Subsidiary's good-faith best
     estimate of the amount of all income taxes payable in connection with
     such Prepayment Event (to the extent that such amount shall have been
     set aside for the purpose of paying such income taxes), (ii) in the case
     of a Prepayment Event that is an asset sale or disposition, (A) the
     amount of any reasonable reserve established in accordance with GAAP
     against any liabilities associated with the assets sold or disposed of
     and retained by the Borrower or any Subsidiary, provided that the amount
     of any subsequent reduction of such reserve (other than in connection
     with a payment in respect of any such liability) shall be deemed to be
     Net Cash Proceeds of a Prepayment Event occurring on the date of such
     reduction, and (B) the amount applied to repay any Indebtedness (other
     than the Loans) to the extent such Indebtedness is required by its terms
     to be repaid as a result of such Prepayment Event and (iii) reasonable
     and customary fees, commissions and expenses and other costs paid by the
     Borrower or any Subsidiary  in connection with such Prepayment Event
     (other than those payable to the Borrower or any Affiliate of the
     Borrower), including any such expenses and other costs incurred by the
     Borrower or the applicable Subsidiary in connection with any attempt to
     sell, within the twelve months preceding such sale, any asset the sale
     of which has given rise to such Prepayment Event, in each case only to
     the extent not already deducted in arriving at the amount referred to in
     clause (a).

            Net Income  shall mean, for any period, the net earnings (or
     loss) of the Borrower and its subsidiaries determined on a consolidated
     basis for such period in accordance with GAAP.

            Obligations  shall mean all obligations defined as  Obligations 
     in the Guarantee Agreement and the Security Documents.

            Obligor  shall mean any purchaser of goods or services from, or
     any other Person obligated to make payment to, the Borrower or any
     Subsidiary Guarantor in respect of a purchase of such goods or services.

            Outstanding Letters of Credit  shall mean at any time the Letters
     of Credit outstanding at such time.

            Participating Lender  shall mean at any time any Lender with a
     Revolving Credit Commitment at such time.

            PBGC  shall mean the Pension Benefit Guaranty Corporation
     referred to and defined in ERISA or any successor thereto.

            Perfection Certificate  shall mean the Perfection Certificate,
     substantially in the form of Annex 2 to the Security Agreement, prepared
     by the Borrower.

            Permitted Acquisition  shall have the meaning assigned to such
     term in Section 7.05(d).

            Permitted Investments  shall mean:

                 (a) direct obligations of, or obligations the principal of
           and interest on which are unconditionally guaranteed by, the
           United States of America (or by any agency thereof to the extent
           such obligations are backed by the full faith and credit of the
           United States of America), in each case maturing within three
           months from the date of acquisition thereof;

                 (b) without limiting the provisions of paragraph (d) below,
           investments in commercial paper maturing within three months from
           the date of acquisition thereof and having, at such date of
           acquisition, the highest credit rating obtainable from Standard &
           Poor's Corporation and from Moody's Investors Service, Inc.;

                 (c) investments in certificates of deposit, banker's
           acceptances and time deposits (including eurodollar time deposits)
           maturing within three months from the date of acquisition thereof
           issued or guaranteed by or placed with, and money market deposit
           accounts issued or offered by, (i) any domestic office of the
           Agent or (ii) any domestic office of any other commercial bank of
           recognized standing organized under the laws of the United States
           of America or any state thereof that has a combined capital and
           surplus and undivided profits of not less than $250,000,000 and
           which is rated (or the senior debt securities of the holding
           company of which are rated) A or better (or BBB+ or better in the
           case of the domestic office of any Lender) by Standard & Poor's
           Corporation or A2 or better (or Baa2 or  better in the case of the
           domestic office of any Lender) by Moody's Investors Service, Inc.,
           or carrying an equivalent rating by another nationally recognized
           rating agency if neither of the two named rating agencies shall
           rate such commercial bank (or the holding company of such
           commercial bank);

                 (d) investments in commercial paper maturing within three
           months from the date of acquisition thereof and issued by (i) the
           holding company of the Agent or (ii) the holding company of any
           other commercial bank of recognized standing organized under the
           laws of the United States of America or any state thereof that has
           (A) a combined capital and surplus in excess of $250,000,000 and
           (B) commercial paper rated at least A-1 or the equivalent thereof
           (or A-2 or the equivalent thereof in the case of the holding
           company of any Lender) by Standard & Poor's Corporation or at
           least P-1 or the equivalent thereof (or P-2 or the equivalent
           thereof in the case of the holding company of any Lender) by
           Moody's Investors Service, Inc., or carrying an equivalent rating
           by another nationally recognized rating agency, if both of the two
           named rating agencies cease publishing ratings of investments; 

                 (e) repurchase agreements having a term of seven days or
           less with (i) any domestic office of the Agent or (ii) any
           domestic office of any other commercial bank of recognized
           standing organized under the laws of the United States of America
           or any state thereof that has a combined capital and surplus and
           undivided profits of not less than $250,000,000 and which is rated
           (or the senior debt securities of the holding company of such
           commercial bank are rated) A or better (or BBB+ or better in the
           case of the domestic office of any Lender) by Standard & Poor's
           Corporation or A2 or better (or Baa2 or better in the case of the
           domestic office of any Lender) by Moody's Investor Services Inc.
           or carrying an equivalent rating by another nationally recognized
           rating agency if neither of the two named rating agencies shall
           rate such bank relating to marketable direct obligations issued or
           unconditionally guaranteed by the United States but only if the
           securities collateralizing such repurchase agreements are
           delivered to or to the order of the Collateral Agent; 

                 (f) investments in mutual funds investing solely in
     instruments of the types described in clauses (a) through (e) above;

                 (g) other investment instruments approved in writing by the
           Required Lenders and offered by financial institutions that have a
           combined capital and surplus and undivided profits of not less
           than $250,000,000; and

                 (h) investments in mutual funds that are sold by nationally
           recognized registered broker-dealers, which mutual funds invest in
           repurchase agreements having a term of seven days or less and
           relating to debt securities issued by corporations (i) organized
           and validly existing under the laws of the United States of
           America, any state thereof or the District of Columbia and
           (ii) the senior debt securities of which are rated AA or better by
           Standard & Poor's Corporation or Aa or better by Moody's Investor
           Services Inc. or carrying an equivalent rating by another
           nationally recognized rating agency if neither of the two named
           rating agencies shall rate such debt securities.

            Person  shall mean any natural person, corporation, business
     trust, joint venture, association, company, partnership or government,
     or any agency or political subdivision thereof.

            Plan  shall mean any employee pension benefit plan (other than a
     Multiemployer Plan) subject to the provisions of Title IV of ERISA or
     Section 412 of the Code that is maintained for current or former
     employees, or any beneficiary thereof, of the Borrower or any ERISA
     Affiliate.

            Pledge Agreement  shall mean the Pledge Agreement, substantially
     in the form of Exhibit F, among the Borrower, the Subsidiary Guarantors
     and the Collateral Agent.

            Prepayment Event  shall mean (a) any sale, transfer or other
     disposition of any business units, assets or other properties of the
     Borrower or any Subsidiary (including dispositions in the nature of
     casualties (to the extent covered by insurance) or condemnations
     (including any Casualty or Condemnation in respect of a Mortgaged
     Property as contemplated in Section 10.16)), (b) any sale and leaseback
     of any asset or the mortgaging of any real property other than pursuant
     to a Mortgage (or a modification thereof) by the Borrower or any
     Subsidiary, (c) the issuance or incurrence by the Borrower or any
     Subsidiary of any Indebtedness (excluding Indebtedness permitted under
     Sections 7.01(d), 7.01(f), 7.01(h) and 7.01(k) and Specified Permitted
     Debt), or the issuance or sale by the Borrower or any Subsidiary of any
     debt securities or any obligations convertible into or exchangeable for,
     or giving any Person or entity any right, option or warrant to acquire
     from the Borrower or any Subsidiary any Indebtedness or any such debt
     securities or any such convertible or exchangeable obligations
     (excluding Specified Permitted Debt) or (d) the issuance or incurrence
     by the Borrower of any Specified Permitted Debt. Notwithstanding the
     foregoing, the term  Prepayment Event  shall not include:

                 (i) sales, transfers and other dispositions of used or
           surplus equipment, vehicles and other assets in the ordinary
           course of business permitted pursuant to Section 7.05(b) not
           exceeding in the aggregate $250,000 in any fiscal year, provided
           that (A) at any time when such sales, transfers and other
           dispositions in the ordinary course of business shall exceed
           $250,000 in any fiscal year, the resultant Prepayment Event shall
           include the entire amount of such sales, transfers and
           dispositions since the date of such most recent payment, if any,
           with respect to such fiscal year and not just amounts above such
           dollar threshold and (B) to the extent that the Borrower or any
           Subsidiary shall have reinvested on the date of such Prepayment
           Event (or certified to the Agent that it intends to reinvest
           within 360 days of such Prepayment Event) any of the proceeds of
           such sales, transfers and dispositions in equipment, vehicles or
           other assets used in the principal lines of  business of the
           Borrower or such Subsidiary, the resultant Prepayment Event shall
           be reduced by the lesser of (I) $250,000 and (II) the amount so
           reinvested or to be reinvested;

                 (ii) sales of inventory in the ordinary course of business;

                 (iii) the receipt of insurance or condemnation proceeds
           (other than Condemnation Proceeds and Insurance Proceeds in
           respect of Mortgaged Properties), provided  that (A) such proceeds
           are reinvested in equipment, vehicles or other assets used in the
           Borrower's or any Subsidiary's principal lines of business within
           360 days after the receipt thereof and (B) if the aggregate of
           such proceeds exceeds $2,000,000, the Borrower or any Subsidiary,
           pending such reinvestment, promptly deposits the entire aggregate
           amount of such proceeds so received and unreinvested, if such
           proceeds exceed $2,000,000, in a cash collateral account
           established with the Collateral Agent for the benefit of the
           Secured Parties; 

                 (iv) the receipt of Condemnation Proceeds and Insurance
           Proceeds in respect of Mortgaged Properties to the extent that (A)
           such Condemnation Proceeds or Insurance Proceeds are used to
           restore, repair or locate, acquire and replace the related
           Mortgaged Property in accordance with Section 10.16, (B) such
           Condemnation Proceeds or Insurance Proceeds, pursuant to
           Section 10.16, are not otherwise required to be applied as a
           mandatory prepayment pursuant to Section 2.13(c) or (C) to the
           extent permitted by Section 10.16, any Condemnation Proceeds or
           Insurance Proceeds are (I) reinvested in equipment, vehicles or
           other assets used in the Borrower's or any Subsidiary's principal
           lines of business within 360 days after the receipt thereof and
           (II) the Borrower or any Subsidiary, pending such reinvestment,
           has deposited such amounts in an escrow account with the
           Collateral Agent as contemplated in Section 10.16; and

                 (v) the receipt of proceeds of business interruption
           insurance.

            Pro Forma Balance Sheet  shall have the meaning given such term
     in Section 4.05(a).

            Rate Protection Agreement  shall mean any interest rate
     protection agreement, foreign currency exchange agreement or other
     interest or exchange rate hedging arrangement designed to protect the
     Borrower from fluctuations in interest or currency rates.

            Receivables  shall mean all rights to receive payment for goods
     sold or leased or for services rendered in the ordinary course of
     business to the extent not evidenced by an instrument or chattel paper,
     together with all interest, finance charges or other amounts payable by
     an Obligor in respect thereof.

            Register  shall have the meaning given such term in Section
     10.04(d).

            Regulation G  shall mean Regulation G of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Regulation U  shall mean Regulation U of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Regulation X  shall mean Regulation X of the Board as from time
     to time in effect and all official rulings and interpretations
     thereunder or thereof.

            Release  means any discharge, emission, release, or threat
     thereof, including a  Release  as defined in CERCLA at 42 U.S.C.
     SECTION 9601(22), and the term  Released  has a meaning correlative
     thereto.

            Reportable Event  shall mean any reportable event as defined in
     Section 4043(b) of ERISA or the regulations issued thereunder with
     respect to a Plan (other than a Plan maintained by an ERISA Affiliate
     that is considered an ERISA Affiliate only pursuant to subsection (m) or
     (o) of Section 414 of the Code), other than any reportable event for
     which the requirement to deliver notice within 30 days to the PBGC has
     been waived by the PBGC.

            Required Lenders  shall mean, at any time, Lenders holding Loans,
     a share of the used LC Commitment and unused Commitments representing
     more than 51% of the aggregate of (a) the aggregate principal amount of
     the Loans at such time, (b) the LC Exposure at such time and (c) the
     aggregate unused Commitments at such time.

            Responsible Officer  of any corporation shall mean any executive
     officer or Financial Officer of such corporation and any other officer
     or similar official thereof responsible for the administration of the
     obligations of such corporation in respect of this Agreement.

            Revolving Credit Borrowing  shall mean a Borrowing comprised of
     Revolving Loans.

            Revolving Credit Commitment  shall mean, with respect to each
     Lender, the commitment of such Lender to make Revolving Loans hereunder
     as set forth in clause (b) of Section 2.01, as the same may be reduced
     from time to time pursuant to Section 2.09.

            Revolving Credit Utilization  shall mean, at any time of
     determination, the sum of (a) the aggregate principal amount of 
     Revolving Loans outstanding at such time and (b) the LC Exposure at such
     time.

            Revolving Facility  shall mean the aggregate of the Lenders'
     Revolving Credit Commitments.

            Revolving Loans  shall mean the revolving loans made by the
     Lenders to the Borrower pursuant to clause (b) of Section 2.01. Each
     Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving
     Loan.

            Secured Parties  shall have the meaning assigned to such term in
     the Security Agreement.

            Security Agreement  shall mean the Security Agreement,
     substantially in the form of Exhibit G, among the Borrower, the
     Subsidiary Guarantors and the Collateral Agent.

            Security Documents  shall mean the Mortgages (including any
     Assignment of Leases and Rents and any Leasehold  Mortgage), the
     Security Agreement, the Pledge Agreement, the Collateral Assignment, the
     Trademark Security Agreement and each of the security agreements,
     mortgages and other instruments and documents executed and delivered
     pursuant to any of the foregoing or pursuant to Section 6.10.

            Solvent  shall mean, with respect to any Person at any time, 
     that (a) the fair saleable value of such Person's assets at such time is
     greater than the amount that would be required to pay its probable
     liability on its then-existing legal liabilities, either matured or
     unmatured, liquidated or unliquidated, absolute, fixed or contingent, as
     they become absolute or matured, and (b) such Person does not have
     unreasonably small capital at such time for the business or transaction
     in which it is engaged or is about to engage.

            Specified Permitted Debt  shall have the meaning assigned to such
     term in Section 7.01.

            Statutory Reserves  shall mean a fraction (expressed as a
     decimal), the numerator of which is the number one and the denominator
     of which is the number one minus the aggregate of the maximum applicable
     reserve percentages, including any marginal, special, emergency or
     supplemental reserves (expressed as a decimal) established by the Board
     and any other banking authority to which the Agent is subject (a) with
     respect to the Base CD Rate (as such term is used in the definition of
     the term  Alternate Base Rate ) for new negotiable nonpersonal time
     deposits in dollars of over $100,000 with maturities approximately equal
     to three months and (b) with respect to the Adjusted LIBO Rate, for
     Eurocurrency Liabilities (as defined in Regulation D of the Board). Such
     reserve percentages shall include those imposed pursuant to Regulation D
     of the Board. Eurodollar Loans shall be deemed to constitute
     Eurocurrency Liabilities and to be subject to such reserve requirements
     without benefit of or credit for proration, exemptions or offsets that
     may be available from time to time to any Lender under such
     Regulation D. Statutory Reserves shall be adjusted automatically on and
     as of the effective date of any change in any reserve percentage.

            Stock Purchase Agreement  shall have the meaning assigned to such
     term in the preamble to this Agreement.

            Subordinated Note Indenture  shall mean the  Indenture dated as
     of April 28, 1993, among the Borrower and First Fidelity Bank, National
     Association, New York, as Trustee, relating to the Subordinated Notes,
     as the same may be amended, modified or supplemented in accordance with
     the provisions of this Agreement.

            Subordinated Notes  shall mean $110,000,000 aggregate principal
     amount of the Borrower's 9-3/4% Senior Subordinated Redeemable
     Securities due 2000 issued under the Subordinated Note Indenture.

            subsidiary  shall mean, with respect to any Person (herein
     referred to as the  parent ), any corporation, partnership, association
     or other business entity (a) of which securities or other ownership
     interests representing more than 50% of the equity or more than 50% of
     the ordinary voting power or more than 50% of the general partnership
     interests are, at the time any determination is being made, owned,
     controlled or held or (b) that is, at the time any determination is
     made, otherwise Controlled by the parent or one or more subsidiaries of
     the parent or by the parent and one or more subsidiaries of the parent.

            Subsidiary  shall mean any subsidiary of the Borrower, including
     Foodservice Corp.

            Subsidiary Guarantor  shall mean each of Foodservice Corp.,
     Wilson Foods Corporation, Stoppenbach, Inc., Concordia Foods
     Corporation, Pafco Importing Company, Inc., National Service
     Center, Inc., Dixie Foods Company, Shreveport Foods Company, Wilson
     Certified Express, Inc. and Minnesota Food Services, Inc., and each
     person that shall be required to become a Subsidiary Guarantor pursuant
     to Section 6.10.

           "Swap Agreement" shall have the meaning assigned to such term in
     the preamble to this Agreement.

            Term Borrowing  shall mean a Borrowing comprised of Term Loans.

            Term Facility  shall mean the aggregate amount of the Lenders'
     Term Loan Commitments.

            Term Loan Commitment  shall mean, with respect to each Lender,
     the commitment of such Lender to make Term Loans hereunder as set forth
     in clause (a) of Section 2.01, as the same may be reduced from time to
     time pursuant to Section 2.09.

            Term Loan Repayment Amount  shall have the meaning set forth in
     Section 2.11(a).

            Term Loan Repayment Date  shall have the meaning set forth in
     Section 2.11(a).

            Term Loans  shall mean the term loans made by the Lenders to the
     Borrower pursuant to clause (a) of Section 2.01. Each Term Loan shall be
     a Eurodollar Term Loan or an ABR Term Loan.

            Total Debt Ratio  shall mean, with respect to the Borrower and
     its consolidated subsidiaries for any fiscal quarter, the ratio of
     (a) the aggregate amount of Indebtedness of the Borrower and its
     consolidated subsidiaries outstanding as of the last day of such fiscal
     quarter, determined in accordance with GAAP, to (b) EBITDA for the
     period of four consecutive fiscal quarters ending on the last day of
     such fiscal quarter.

            Trademark Security Agreement  shall mean the Trademark Security
     Agreement, substantially in the form of Exhibit K, among the Borrower,
     the Subsidiary Guarantors and the Collateral Agent.

            Transaction Documents  shall mean the Stock Purchase Agreement
     and the Loan Documents.

            Transactions  shall have the meaning assigned to such term in
     Section 4.02.

            Type  when used in respect of any Loan or Borrowing, shall refer
     to the Rate by reference to which interest on such Loan or on the Loans
     comprising such Borrowing is determined. For purposes hereof, the term
      Rate  shall include the Adjusted LIBO Rate and the Alternate Base Rate.

           "Uncollected Friday Receipts" shall mean remittances received from
     Obligors in respect of Receivables that are deposited in a lockbox
     account of the Borrower on the applicable Friday and which are
     transferred electronically to the Borrower's concentration account on
     such Friday, but which are not credited to such concentration account
     until the following Monday.

            Work in Process  shall mean any item of  inventory (not otherwise
     obsolete or unmerchantable) that is neither a raw material nor a
     finished good as accounted for by the Borrower or the applicable
     Subsidiary Guarantor in a manner consistent with the accounting
     practices of the Borrower or such Subsidiary Guarantor during the period
     of twelve consecutive months immediately preceding the Closing Date.

            Withdrawal Liability  shall mean liability to a Multiemployer
     Plan as a result of a complete or partial withdrawal from such
     Multiemployer Plan, as such terms are defined in Part I of Subtitle E of
     Title IV of ERISA.

           SECTION 1.02. Terms Generally. The definitions in Section 1.01
     shall apply equally to both the singular and plural forms of the terms
     defined. Whenever the context may require, any pronoun shall include the
     corresponding masculine, feminine and neuter forms. The words  include ,
      includes  and  including  shall be deemed to be followed by the phrase
      without limitation . All references herein to Articles, Sections,
     Exhibits and Schedules shall be deemed to be references to Articles and
     Sections of, and Exhibits and Schedules to, this Agreement unless the
     context shall otherwise require. Unless otherwise specified herein, all
     accounting terms used herein shall be interpreted, all accounting
     determinations hereunder shall be made and all financial statements
     required to be delivered hereunder shall be prepared in accordance with
     GAAP (subject, where provided herein, to normal year-end audit
     adjustments and to the absence of footnotes required thereby) as in
     effect from time to time; provided, however, that, for purposes of
     determining compliance with any covenant set forth in Article VII, such
     terms shall be construed in accordance with GAAP as in effect on the
     date of this Agreement applied on a basis consistent with the
     application used in the financial statements referred to in
     Section 4.05(b).

     ARTICLE II

     The Credits
           SECTION 2.01. Commitments. On the terms and subject to the
     conditions and relying upon the representations and warranties herein
     set forth, each Lender agrees, severally and not jointly, (a) to make
     Term Loans to the Borrower on the Closing Date in an aggregate principal
     amount not to exceed the Term Loan Commitment set forth opposite such
     Lender's name on Schedule 2.01, and (b) to make Revolving Loans to the
     Borrower, at any time and from time to time (subject to Section 2.13(f))
     on or after the Closing Date and prior to the earlier of the Maturity
     Date and the termination of the Revolving Credit Commitment of such
     Lender in accordance with the terms hereof, in an aggregate principal
     amount at any time outstanding not to exceed an amount equal to the
     difference between (i) the lesser of (A) the Revolving Credit Commitment
     set forth opposite such Lender's name on Schedule 2.01, as the same may
     be reduced from time to time pursuant to Section 2.09, and (B) such
     Lender's Applicable Percentage of the Borrowing Base at such time and
     (ii) such Lender's Applicable Percentage of the LC Exposure at such
     time. Within the limits set forth in clause (b) of the preceding
     sentence, the Borrower may borrow, pay or prepay and reborrow Revolving
     Loans on or after the Closing Date and prior to the Maturity Date, on
     the terms and subject to the conditions and limitations set forth
     herein. Amounts paid or prepaid in respect of Term Loans may not be
     reborrowed.

           SECTION 2.02. Loans. (a) Each Loan shall be made as part of a
     Borrowing consisting of Loans made by the Lenders ratably in accordance
     with their respective Term Loan Commitments or Revolving Credit
     Commitments, as the case may be; provided, however, that the failure of
     any Lender to make any Loan shall not in itself relieve any other Lender
     of its obligation to lend hereunder (it being understood, however, that
     no Lender shall be responsible for the failure of any other Lender to
     make any Loan required to be made by such other Lender). The Loans
     comprising each Borrowing shall be in an aggregate principal amount that
     is (i) in the case of ABR Borrowings, an integral multiple of $500,000
     and not less than $1,000,000 and (ii) in the case of Eurodollar
     Borrowings, an integral multiple of $1,000,000 and not less than
     $7,000,000 (or if less in the case of any Revolving Credit Borrowing, an
     aggregate principal amount equal to the remaining balance of the
     Revolving Credit Commitments).

           (b) Each Borrowing shall be comprised entirely of ABR Loans or
     Eurodollar Loans, as the Borrower may request pursuant to Section 2.03;
     provided that, notwithstanding anything to the contrary contained in
     this Agreement, no Borrowing comprised of Eurodollar Loans having an
     Interest Period the duration of which is six months may be requested
     until the earlier of (i) the date that is 180 days after the Closing
     Date and (ii) the date on which Chemical Bank shall notify the Borrower
     that the syndication of the Facilities has been completed. Each Lender
     may at its option fulfill its Commitment with respect to any Eurodollar
     Loan by causing any domestic or foreign branch or Affiliate of such
     Lender to make such Loan, provided that any exercise of such option
     shall not affect the obligation of the Borrower to repay such Loan in
     accordance with the terms of this Agreement. Borrowings of more than one
     Type may be outstanding at the same time; provided, however, that the
     Borrower shall not be entitled to request any Borrowing that, if made,
     would result in an aggregate of more than  five separate Eurodollar
     Loans of any Lender being outstanding hereunder at any one time. For
     purposes of the foregoing, Loans having different Interest Periods,
     regardless of whether they commence on the same date, shall be
     considered separate Loans.

           (c) Subject to paragraph (e) below, each Lender shall make a Loan
     in the amount of its pro rata portion, as determined under Section 2.17,
     of each Borrowing hereunder on the proposed date thereof by wire
     transfer of immediately available funds to the Agent in New York, New
     York, not later than 12:00 noon, New York City time, and the Agent shall
     by 3:00 p.m., New York City time, credit the amounts so received to the
     general deposit account of the Borrower with the Agent or, if a
     Borrowing shall not occur on such date because any condition precedent
     herein specified shall not have been met, return the amounts so received
     to the respective Lenders. Unless the Agent shall have received notice
     from a Lender prior to the date of any Borrowing that such Lender will
     not make available to the Agent such Lender's portion of such Borrowing,
     the Agent may assume that such Lender has made such portion available to
     the Agent on the date of such Borrowing in accordance with this
     paragraph (c) and the Agent may, in reliance upon such assumption, make
     available to the Borrower on such date a corresponding amount. If and to
     the extent that such Lender shall not have made such portion available
     to the Agent, such Lender and the Borrower severally agree to repay to
     the Agent forthwith on demand such corresponding amount together with
     interest thereon, for each day from the date such amount is made
     available to the Borrower until the date such amount is repaid to the
     Agent at (i) in the case of the Borrower, the interest rate applicable
     at the time to the Loans comprising such Borrowing and (ii) in the case
     of such Lender, the Federal Funds Effective Rate. If such Lender shall
     repay to the Agent such corresponding amount, such amount shall
     constitute such Lender's Loan as part of such Borrowing for purposes of
     this Agreement. 

           (d) Notwithstanding any other provision of this Agreement, the
     Borrower shall not be entitled to request any Revolving Credit Borrowing
     if the Interest Period requested with respect thereto would end after
     the  Maturity Date.

           (e) The Borrower may refinance all or any part of any Revolving
     Credit Borrowing with a Revolving Credit Borrowing of the same or a
     different Type, subject to the conditions and limitations set forth in
     this Agreement. Any Revolving Credit Borrowing or part thereof so
     refinanced shall be deemed to be repaid or prepaid in accordance with
     Section 2.04 or 2.12, as applicable, with the proceeds of a new
     Revolving Credit Borrowing, and the proceeds of the new Revolving Credit
     Borrowing, to the extent they do not exceed the principal amount of the
     Revolving Credit Borrowing being refinanced, shall not be paid by the
     Lenders to the Agent or by the Agent to the Borrower pursuant to
     paragraph (c) above.

           (f) If the Agent has not received evidence of the payment required
     by Section 3.04(a) by 11:00 a.m., New York City time, on the date on
     which the Fronting Bank has notified the Borrower that payment of a
     draft presented under any Letter of Credit will be made (or such later
     time as is not later than one hour after the Borrower shall have
     received such notice or, if the Borrower shall have received such notice
     later than 4:00 p.m., New York City time, on such Business Day, not
     later than 10:00 a.m., New York City time, on the immediately following
     Business Day), as provided in Section 3.04(a), the Agent will notify not
     later than 12:00 noon, New York City time, the Fronting Bank and each
     Participating Lender of the LC Disbursement and, in the case of each
     Participating Lender, its Applicable Percentage of such LC Disbursement.
     Each Participating Lender will pay to the Agent not later than
     4:00 p.m., New York City time, on such date an amount equal to such
     Participating Lender's Applicable Percentage of such LC Disbursement (it
     being understood that such amount shall constitute an ABR Revolving Loan
     of such Lender and shall be deemed to have reduced the LC Exposure at
     such time), and the Agent will promptly pay such amount to the Fronting
     Bank. The Agent will promptly remit to each Participating Lender its
     Applicable Percentage of any amounts subsequently received by the Agent
     from the Borrower in respect of such LC Disbursement. If any Lender
     shall not have made its Applicable Percentage of such LC Disbursement
     available to the Fronting Bank as provided above, such Lender agrees to
     pay interest on such amount, for each day from and including the date
     such amount is required to be paid in accordance with this paragraph (f)
     to but excluding the date an amount equal to such amount is paid to the
     Agent for prompt payment to the Fronting Bank at, for the first such
     day, the Federal Funds Effective Rate, and thereafter, the Alternate
     Base Rate.

           SECTION 2.03. Notice of Borrowings. The Borrower shall give the
     Agent written or telex notice (or telephone notice promptly confirmed in
     writing or by telex) (a) in the case of a Eurodollar Borrowing, not
     later than 10:00 a.m., New York City time, three Business Days before a
     proposed Borrowing and (b) in the case of an ABR Borrowing, not later
     than 12:00 noon, New York City time, on the Business Day of a proposed
     Borrowing. Such notice shall be irrevocable and shall in each case refer
     to this Agreement and specify (a) whether the Borrowing then being
     requested is to be a Term Borrowing or a Revolving Credit Borrowing, and
     whether such Borrowing is to be a Eurodollar Borrowing or an ABR
     Borrowing; (b) the date of such Borrowing (which shall be a Business
     Day) and the amount thereof; and (c) if such Borrowing is to be a
     Eurodollar Borrowing, the Interest Period with respect thereto. If no
     election as to the Type of Borrowing is specified in any such notice,
     then the requested Borrowing shall be an ABR Borrowing. If no Interest
     Period with respect to any Eurodollar Borrowing is specified in any such
     notice, then the Borrower shall be deemed to have selected an Interest
     Period of one month's duration. If the Borrower shall not have given
     notice in accordance with this Section 2.03 of its election to refinance
     a Revolving Credit Borrowing prior to the end of the Interest Period in
     effect for such Borrowing, then the Borrower shall (unless such
     Borrowing is repaid at the end of such Interest Period) be deemed to
     have given notice of an election to refinance such Borrowing with an ABR
     Borrowing. The Agent shall promptly advise the Lenders of any notice
     given pursuant to this Section 2.03 and of each Lender's portion of the
     requested Borrowing.

           SECTION 2.04. Repayment of Loans. The outstanding principal
     balance of each Loan shall be payable (a) in the case of a Revolving
     Loan, on the last day of the Interest Period applicable to such Loan and
     on the  Maturity Date and (b) in the case of a Term Loan, as provided in
     Section 2.11. The Loans shall bear interest from and including the
     Closing Date on the outstanding principal balance thereof as set forth
     in Section 2.06. Each Lender shall, and each hereby is authorized by the
     Borrower to, record in its internal records, an appropriate notation
     evidencing the date and amount of each Loan from such Lender, each
     payment and prepayment of principal of any such Loan, each payment of
     interest on any such Loan and the other information provided for on such
     schedule; provided, however, that the failure of any Lender to make such
     a notation or any error therein shall not affect the obligation of the
     Borrower to repay the Loans made by such Lender in accordance with the
     terms of this Agreement.

           SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
     through the Agent, the following fees (each, a  Commitment Fee ): on the
     Closing Date and on the last day of January, April, July and October in
     each year, commencing July 31, 1994, and on each date on which any of
     the Commitments of such Lender shall expire or be terminated as provided
     herein, a commitment fee of 1/2 of 1% per annum on the average daily
     unused amount of each of the Term Loan Commitment and the Revolving
     Credit Commitment of such Lender during the preceding quarter (or other
     period commencing with the date upon which such Lender's Commitments
     were accepted or the Closing Date, as applicable, or ending with the
     date on which any of such Commitments of such Lender shall expire or be
     terminated). The Commitment Fee due to each Lender in respect of its
     Term Loan Commitment and Revolving Credit Commitment pursuant to the
     immediately preceding sentence shall accrue from and including the date
     upon which such Commitments of such Lender were accepted. For purposes
     of calculating Commitment Fees in respect of Revolving Credit
     Commitments, any portion of such Revolving Credit Commitments
     unavailable due to outstanding Letters of Credit shall be deemed to be
     used amounts. All Commitment Fees shall be computed on the basis of the
     actual number of days elapsed in a year of 360 days.

           (b) The Borrower agrees to pay to the Agent, for its own account,
     administrative fees (the  Administrative Fees ) at the time and in the
     amounts agreed upon in the fee letter agreement dated March 11, 1994,
     between the Borrower and the Agent.
      
           (c) The Borrower agrees to pay to the Agent on the Closing Date
     the other fees specified in the fee letter agreement referred to in
     paragraph (b) above.

           (d) The Borrower agrees to pay to the Fronting Bank, for its own
     account, the fees specified in Section 3.08.

           (e) All Fees (other than the fees payable to the Fronting Bank
     under Section 3.08) shall be paid on the dates due, in immediately
     available funds, to the Agent for distribution, if and as appropriate,
     among the Lenders. Once paid, none of the Fees shall be refundable under
     any circumstances (other than corrections of error in payment).

           SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
     Section 2.07, the Loans comprising each ABR Borrowing shall bear
     interest (computed on the basis of the actual number of days elapsed
     over a year of 365 or 366 days, as the case may be, when the Alternate
     Base Rate is determined by reference to the Prime Rate and over a year
     of 360 days at all other times) at a rate per annum equal to the
     Alternate Base Rate plus the ABR Spread.

           (b) Subject to the provisions of Section 2.07, the Loans
     comprising each Eurodollar Borrowing shall bear interest (computed on
     the basis of the actual number of days elapsed over a year of 360 days)
     at a rate per annum equal to the Adjusted LIBO Rate for the Interest
     Period in effect for such Borrowing plus the LIBOR Spread.

           (c) So long as no Default or Event of Default shall have occurred
     and be continuing, the ABR Spread shall decrease to 1-1/4% per annum and
     the LIBOR Spread shall decrease to 2-1/4% per annum on each occasion
     that, as of the end of any fiscal quarter, (i) the Interest Expense
     Ratio shall equal or exceed 2.25 to 1.00 and (ii) the Total Debt Ratio
     for such fiscal quarter shall be less than or equal to 4.00 to 1.00,
     with such decrease in the ABR Spread  to be effective with respect to
     ABR Loans outstanding on, or made on or after, the date of the delivery
     to the Agent of the certificate described in Section 6.04(c) relating to
     such fiscal quarter and with such decrease in the LIBOR  Spread to be
     effective with respect to Eurodollar Loans made on or after the date of
     the delivery of such certificate relating to such fiscal quarter. In the
     event that either of the conditions that gave rise to any decrease in
     the ABR Spread and the LIBOR Spread pursuant to the immediately
     preceding sentence is no longer satisfied as of the end of any
     subsequent fiscal quarter, (i) the decreases in the ABR Spread and the
     LIBOR Spread provided for in the preceding sentence shall cease to be
     effective for all purposes on and after the date of delivery to the
     Agent of the certificate described in Section 6.04(c) relating to such
     subsequent fiscal quarter and (ii) the ABR Spread to be effective from
     and including such date shall be 1-1/2% per annum and the LIBOR Spread
     to be effective from and including such date shall be 2-1/2% per annum.
     Notwithstanding the foregoing, at any time during which the Borrower has
     failed to deliver the certificate described in Section 6.04(c) in
     accordance with the provisions thereof, the ABR Spread shall be deemed
     to be 1-1/2% per annum and the LIBOR Spread shall be deemed to be 2-1/2%
     per annum from and including the date on which the Borrower was required
     to deliver such certificate pursuant to Section 6.04(c) to but excluding
     the date on which the Borrower shall deliver such certificate in
     accordance with the provisions of Section 6.04(c).

           (d) Interest on each Loan shall be payable on the Interest Payment
     Dates applicable to such Loan except as otherwise provided in this
     Agreement. The applicable ABR Spread or LIBOR Spread for each Interest
     Period or day within an Interest Period, as the case may be, shall be
     determined by the Agent, and such determination shall be presumptively
     correct absent manifest error.

           SECTION 2.07. Default Interest. If the Borrower shall default in
     the payment of the principal of or interest on any Loan or any other
     amount becoming due hereunder or under any Security Document, by
     acceleration or otherwise, the Borrower shall on demand from time to
     time pay interest, to the extent permitted by law, on such defaulted
     amount up to (but not including) the date of actual payment (after as
     well as before judgment) at a rate per annum (the  Default Rate )
     (computed on the basis of the actual number of days elapsed over a year
     of 360 days) equal to (a) in the case of any Loan, the rate applicable
     to such Loan under Section 2.06 plus 2% per annum and (b) in the case of
     any other amount, the rate that would be applicable to an ABR Loan under
     Section 2.06 plus 2% per annum. 

           SECTION 2.08. Alternate Rate of Interest. In the event, and on
     each occasion, that on the day two Business Days prior to the
     commencement of any Interest Period for a Eurodollar Borrowing the Agent
     shall have determined that dollar deposits in the principal amounts of
     the Loans comprising such Borrowing are not generally available in the
     London interbank market, or that the rates at which such dollar deposits
     are being offered will not adequately and fairly reflect the cost to any
     Lender of making or maintaining its Eurodollar Loan during such Interest
     Period, or that reasonable means do not exist for ascertaining the
     Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter,
     give written or telex notice of such determination to the Borrower and
     the Lenders. In the event of any such determination, any request by the
     Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10
     shall, until the Agent shall have advised the Borrower and the Lenders
     that the circumstances giving rise to such notice no longer exist, be
     deemed to be a request for an ABR Borrowing. Each determination by the
     Agent hereunder shall be conclusive absent manifest error.

           SECTION 2.09. Termination and Reduction of Commitments. (a) The
     Term Loan Commitments shall be automatically terminated at 5:00 p.m.,
     New York City time, on the Closing Date. The Revolving Credit
     Commitments and the LC Commitment shall be automatically terminated at
     5:00 p.m., New York City time, on the Maturity Date and the LC Maturity
     Date, respectively. Notwithstanding the foregoing, all the Commitments
     and the LC Commitment shall be automatically terminated at 5:00 p.m.,
     New York City time, on August 31, 1994, if the initial borrowing under
     the Facilities has not occurred by such time.

           (b) Upon at least three Business Days' prior irrevocable written
     or telex notice to the Agent, the Borrower may at any time in whole
     permanently terminate, or from time to time in part permanently reduce,
     the Revolving Credit Commitments; provided, however, that (i) each
     partial reduction of the Revolving Credit Commitments shall be in an
     integral multiple of $1,000,000 and in a minimum principal amount of
     $3,000,000 and (ii) the Borrower shall not be permitted to terminate or
     reduce the Revolving Credit Commitments if, as the result of such
     termination or reduction, (A) the LC Commitment would exceed the
     aggregate remaining amount of the Revolving Credit Commitments or
     (B) the Revolving Credit Utilization would exceed the aggregate
     remaining Revolving Credit Commitments. The LC Commitment may be
     voluntarily terminated or reduced by the Borrower as provided in
     Section 3.07.

           (c) Each reduction in the Revolving Credit Commitments and the LC
     Commitment hereunder shall be made ratably among the applicable Lenders
     in accordance with their respective applicable Commitments. The Borrower
     shall pay to the Agent for the account of the applicable Lenders, on the
     date of each termination or reduction, the Commitment Fees on the amount
     of the Commitments so terminated or reduced accrued to but excluding the
     date of such termination or reduction.

           SECTION 2.10. Conversion and Continuation of Term Borrowings. The
     Borrower shall have the right at any time (subject to Section 2.08) upon
     prior irrevocable notice to the Agent (i) not later than 12:00 noon, New
     York City time, on the Business Day of such conversion, to convert any
     Eurodollar Term Borrowing into an ABR Term Borrowing, (ii) not later
     than 10:00 a.m., New York City time, three Business Days prior to
     conversion or continuation, to convert any ABR Term Borrowing into a
     Eurodollar Term Borrowing or to continue any Eurodollar Term Borrowing
     as a Eurodollar Term Borrowing for an additional Interest Period and
     (iii) not later than 10:00 a.m., New York City time, three Business Days
     prior to conversion, to convert the Interest Period with respect to any
     Eurodollar Term Borrowing to another permissible Interest Period,
     subject in each case to the following:

                 (a) each conversion or continuation shall be made pro rata
           among the Lenders in accordance with the respective principal
           amounts of the Loans comprising the converted or continued Term
           Borrowing;

                 (b) if less than all the outstanding principal amount of any
           Term Borrowing shall be converted or continued, the aggregate
           principal amount of such Term Borrowing converted or continued
           shall be an integral multiple of $1,000,000 and not less than
           $3,000,000;

                 (c) each conversion shall be effected by each Lender by
           applying the proceeds of the new Term Loan of such Lender
           resulting from such conversion to the Term Loan (or portion
           thereof) of such Lender being converted, and accrued interest on a
           Term Loan (or portion thereof) being converted shall be paid by
           the Borrower at the time of conversion;

                 (d) if any Eurodollar Term Borrowing is converted at a time
           other than the end of the Interest Period applicable thereto, the
           Borrower shall pay, upon demand, any amounts due to the Lenders
           pursuant to Section 2.16;

                 (e) any portion of a Term Borrowing maturing or required to
           be repaid in less than one month may not be converted into or
           continued as a Eurodollar Term Borrowing;

                 (f) any portion of a Eurodollar Term Borrowing that cannot
           be converted into or continued as a Eurodollar Term Borrowing by
           reason of subparagraph (e) above shall be automatically converted
           at the end of the Interest Period in effect for such Borrowing
           into an ABR Term Borrowing; and

                 (g) no Interest Period may be selected for any Eurodollar
           Term Borrowing that would end later than a Term Loan Repayment
           Date occurring on or after the first day of such Interest Period
           if, after giving effect to such selection, the aggregate
           outstanding amount of (i) the Eurodollar Term Borrowings with
           Interest Periods ending on or prior to such Term Loan Repayment
           Date and (ii) the ABR Term Borrowings would not be at least equal
           to the principal amount of Term Borrowings to be paid on such Term
           Loan Repayment Date.

           Each notice pursuant to this Section 2.10 shall be irrevocable and
     shall refer to this Agreement and specify (i) the identity and amount of
     the Term Borrowing that the Borrower requests be converted or continued,
     (ii) whether such Term Borrowing is to be converted to or continued as a
     Eurodollar Term Borrowing or an ABR Term Borrowing, (iii) if such notice
     requests a conversion, the date of such conversion (which shall be a
     Business Day) and (iv) if such Term Borrowing is to be converted to or
     continued as a Eurodollar Term Borrowing, the Interest Period with
     respect thereto. If no Interest Period is specified in any such notice
     with respect to any conversion to or continuation as a Eurodollar Term
     Borrowing, the Borrower shall be deemed to have selected an Interest
     Period of one month's duration. The Agent shall advise the other Lenders
     of any notice given pursuant to this Section 2.10 and of each Lender's
     portion of any converted or continued Term Borrowing. If the Borrower
     shall not have given notice in accordance with this Section 2.10 to
     continue any Term Borrowing into a subsequent Interest Period (and shall
     not otherwise have given notice in accordance with this Section 2.10 to
     convert such Term Borrowing), such Term Borrowing shall, at the end of
     the Interest Period applicable thereto (unless repaid pursuant to the
     terms hereof), automatically be continued into a new Interest Period as
     an ABR Term Borrowing.

           SECTION 2.11. Repayment of Term Borrowings. (a) The Borrower shall
     pay to the Agent, for the account of the Lenders, on each date  set
     forth below (each such date being a  Term Loan Repayment Date ) a
     principal amount of the Term Loans (such amount, as adjusted from time
     to time pursuant to Sections 2.12(b) and 2.13(e), being called the  Term
     Loan Repayment Amount ) equal to the amount set forth below for such
     date, together in each case with accrued and unpaid interest on the
     principal amount to be paid to but excluding the date of such payment:

                                Date:                Amount:

                    December 31, 1994            $  8,000,000
                      June 30, 1995                 9,000,000
                    December 31, 1995              10,000,000
                      June 30, 1996                11,000,000
                    December 31, 1996              12,000,000
                      June 30, 1997                14,500,000
                    December 31, 1997              15,500,000
                      June 30, 1998                15,500,000
                    December 31, 1998              15,500,000
                      June 30, 1999                17,500,000
                    December 31, 1999              17,500,000

     On each Term Loan Repayment Date, the Agent shall apply the Term Loan
     Repayment Amount paid to the Agent to pay the Term Loans.

           (b) To the extent not previously paid, all Term Borrowings shall
     be due and payable on the Maturity Date, together with accrued and
     unpaid interest on the principal amount to be paid to but excluding the
     date of payment.

           (c) All repayments pursuant to this Section 2.11 shall be subject
     to Section 2.16, but shall otherwise be without premium or penalty.

           SECTION 2.12. Optional Prepayment. (a) The Borrower shall have the
     right at any time and from time to time to prepay (i) Revolving Credit
     Borrowings and (ii) Term Borrowings, in each case in whole or in part,
     upon (A) in the case of prepayments of ABR Revolving Loans, at least
     same-day prior written or telex notice (or telephone notice promptly
     confirmed by written or telex notice) to the Agent and (B) in the case
     of all other loans,  at least three Business Days' prior written or
     telex notice (or telephone notice promptly confirmed by written or telex
     notice) to the Agent; provided, however, that each partial prepayment
     shall be in an amount that is an integral multiple of $500,000 and not
     less than $1,000,000. 

           (b) Each prepayment of principal of the Term Borrowings pursuant
     to paragraph (a) above shall be applied pro rata to reduce the scheduled
     payments of principal due under Section 2.11(a) after the date of such
     prepayment, provided that prepayments of principal of the Term
     Borrowings pursuant to paragraph (a) above with the proceeds of the
     issuance of equity securities by the Borrower after the Closing Date
     will be applied to reduce the scheduled payments of principal due under
     Section 2.11(a) after the date of such prepayment in the order of
     maturity. 

           (c) Each notice of prepayment shall specify (i) the amount to be
     prepaid, (ii) the prepayment date, (iii) whether the prepayment relates
     to  Revolving Credit Borrowings or to Term Borrowings and (iv) the
     principal amount to be prepaid of (A) Revolving Credit Borrowings (or
     portion thereof) or (B) Term Borrowings (or portion thereof). Each such
     notice shall be irrevocable and shall commit the Borrower to prepay such
     obligations by the amount specified therein on the date specified
     therein. All prepayments of Borrowings under this Section 2.12 shall be
     subject to Section 2.16 but otherwise without premium or penalty. All
     prepayments under this Section 2.12 shall be accompanied by accrued
     interest on the principal amount being prepaid to but excluding the date
     of payment.

           (d) No optional prepayment of Term Borrowings made by the Borrower
     pursuant to this Section 2.12 shall reduce the Borrower's obligation to
     make mandatory prepayments pursuant to Section 2.13(c) or
     Section 2.13(d).

           SECTION 2.13. Mandatory Prepayments. (a) On the date of any
     termination or reduction of the Revolving Credit Commitments pursuant to
     Section 2.09, the Borrower shall pay or prepay so much of the  Revolving
     Credit Borrowings as shall be necessary in order that (i) the aggregate
     principal amount of the  Revolving Loans outstanding at such time will
     not exceed (ii) the aggregate Revolving Credit Commitments (after giving
     effect to such termination or reduction) less the aggregate LC Exposure
     at such time.

           (b) In the event and on each occasion that the Revolving Credit
     Utilization exceeds the then-current Borrowing Base, the Borrower shall
     forthwith pay or prepay Revolving Credit Borrowings in a principal
     amount at least equal to such excess; provided, however, that if the
     aggregate principal amount of Revolving Credit Borrowings then
     outstanding is less than the amount of such excess (because of any
     LC Exposure), the Borrower shall, to the extent of any remaining excess
     (after the prepayment of Revolving Credit Borrowings), replace
     outstanding Letters of Credit and/or deposit an amount in cash in a cash
     collateral account established with the Agent for the benefit of the
     Secured Parties.

           (c) In the event and on each occasion that a Prepayment Event
     occurs, the Borrower shall apply (i) in the case of any Prepayment Event
     other than a Prepayment Event arising solely from the issuance or
     incurrence by the Borrower of any Specified Permitted Debt,  an amount
     equal to 100% of the Net Cash Proceeds  therefrom or (ii) in the case of
     a Prepayment Event arising solely from the issuance or incurrence by the
     Borrower of any Specified Permitted Debt, (A) 100% of the Net Cash
     Proceeds from the first $75,000,000 of Specified Permitted Debt issued
     after the Closing Date, (B) 75% of the Net Cash Proceeds from the next
     $25,000,000 of Specified Permitted Debt issued after the Closing Date
     and (C) 50% of the Net Cash Proceeds from any other Specified Permitted
     Debt, in each case to prepay obligations outstanding under this
     Agreement  in accordance with this paragraph (c). Substantially
     simultaneously with (and in any event not later than the Business Day
     next following) the occurrence of a Prepayment Event, the Borrower
     shall pay to the Agent (for application to the prepayment of obligations
     outstanding under this Agreement in accordance with paragraph (e) below)
     an amount equal to the percentage  of the Net Cash Proceeds from such
     Prepayment Event specified in the preceding sentence.

           (d) No later than the earlier of (i) 105 days after the end of
     each fiscal year, commencing with the fiscal year ending on December 31,
     1994, and (ii) the date on which the financial statements with respect
     to such period are delivered pursuant to 6.04(a), the Borrower shall
     prepay obligations outstanding under this Agreement in accordance with
     paragraph (e) below in an aggregate principal amount equal to the Excess
     Cash Flow Percentage (as defined below) of Excess Cash Flow for such
     period. The  Excess Cash Flow Percentage shall equal (i) 75% for any
     fiscal year if at the end of such fiscal year the outstanding principal
     amount of the Term Loans exceeds $87,600,000 and (ii) 50% for any other
     fiscal year.

           (e) Mandatory prepayments of outstanding obligations under this
     Agreement made by the Borrower pursuant to paragraphs (c) and (d) above
     and paragraph  (g) below shall be applied first, to prepay scheduled
     payments of principal due on the Term Borrowings under Section 2.11(a)
     after the date of such prepayment in the manner described in the
     immediately following sentence and second, to prepay Revolving Credit
     Borrowings. Each such mandatory prepayment of principal of the Term
     Borrowings  shall be applied pro rata to reduce the scheduled payments
     of principal due under Section 2.11(a) after the date of such
     prepayment.

           (f) In addition to, and not in limitation of, the obligations of
     the Borrower under paragraphs (a), (b), (c) and (d) of this
     Section 2.13, the Borrower shall pay or prepay so much of the Revolving
     Credit Borrowings as shall be necessary in order that the aggregate
     principal amount of Revolving Loans outstanding does not exceed
     $20,000,000 for a period of at least 30 consecutive days during the
     period from and including January 1 of each calendar year to but
     excluding April 1 of each calendar year, commencing with the calendar
     year 1995.

           (g) The Borrower shall deliver to the Agent, (i) at the time of
     each prepayment required under paragraph (c) or paragraph (d) of this
     Section 2.13, a certificate signed by a Financial Officer of the
     Borrower setting forth in reasonable detail the calculation of the
     amount of such prepayment and (ii) at least three Business Days prior to
     the time of each prepayment required under this Section 2.13 (if known
     at such time), a notice of such prepayment.  Each required notice of
     prepayment shall specify the prepayment date, the Type of each Borrowing
     being prepaid and the principal amount of each Borrowing (or portion
     thereof) to be prepaid, shall be irrevocable and shall commit the
     Borrower to prepay such obligations by the amount stated therein on the
     date stated therein. All prepayments of Borrowings under this
     Section 2.13 shall be subject to Section 2.16, but shall otherwise be
     without premium or penalty. All prepayments of Borrowings under this
     Section 2.13 (other than prepayments pursuant to paragraph (d) above)
     shall be accompanied by accrued interest on the principal amount being
     prepaid to but excluding the date of payment. All prepayments of
     Borrowings pursuant to paragraph (d) of this Section 2.13  shall be
     applied first to the payment of accrued interest and then to the payment
     of principal.

           (h) Net Cash Proceeds and such other amounts to be applied
     pursuant to this Section 2.13 to the prepayment of Term Borrowings and
     Revolving Credit Borrowings shall be applied, as applicable, first to
     reduce outstanding ABR Term Borrowings and ABR Revolving Credit
     Borrowings. Any amounts remaining after each such application shall, at
     the option of the Borrower, be applied to prepay Eurodollar Term
     Borrowings or Eurodollar Revolving Credit Borrowings, as the case may
     be, immediately or shall be deposited in the Prepayment Account (as
     defined below). The Agent shall apply any cash deposited in the
     Prepayment Account (i) allocable to Term Borrowings to prepay Eurodollar
     Term Borrowings and (ii) allocable to Revolving Credit Borrowings to
     prepay Eurodollar Revolving Credit Borrowings, in each case on the last
     day of their respective Interest Periods (or, at the direction of the
     Borrower, on any earlier date) until all outstanding Term Borrowings or
     Revolving Credit Borrowings, as the case may be, have been prepaid or
     until all the allocable cash on deposit with respect to such Borrowings
     has been exhausted. For purposes of this Agreement,the term   Prepayment
     Account  shall mean an account established by the Borrower with the
     Agent and over which the Agent shall have exclusive dominion and
     control, including the exclusive right of withdrawal for application in
     accordance with this paragraph (h). The Agent will, at the request of
     the Borrower, invest amounts on deposit in the Prepayment Account in
     Permitted Investments maturing prior to the last day of the applicable
     Interest Periods of the Eurodollar Term Borrowings or Eurodollar
     Revolving Credit Borrowings to be prepaid, as the case may be; provided,
     however, that (i) the Agent shall not be required to make any investment
     that, in its sole judgment, would require or cause the Agent to be in,
     or would result in any, violation of any law, statute, rule or
     regulation and (ii) the Agent shall have no obligation to invest amounts
     on deposit in the Prepayment Account if a Default or Event of Default
     shall have occurred and be continuing. The Borrower shall indemnify the
     Agent for any losses relating to the investments so that the amount
     available to prepay Eurodollar Borrowings on the last day of the
     applicable Interest Periods is not less than the amount that would have
     been available had no investments been made pursuant thereto. Other than
     any interest earned on such investments, the Prepayment Account shall
     not bear interest. Interest or profits, if any, on such investments
     shall be deposited in the Prepayment Account and reinvested as specified
     above. If the maturity of the Loans has been accelerated pursuant to
     Article VIII, the Agent may, in its sole discretion, apply all amounts
     on deposit in the Prepayment Account to satisfy any of the Obligations.
     The Borrower hereby grants to the Agent, for its benefit and the benefit
     of the Fronting Bank and the Lenders, a security interest in the
     Prepayment Account to secure the Obligations.

           SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
     Notwithstanding any other provision herein, if after the date of this
     Agreement any change in applicable law or regulation or in the
     interpretation or administration thereof by any governmental authority
     charged with the interpretation or administration thereof (whether or
     not having the force of law) shall change the basis of taxation of
     payments to any Lender or the Fronting Bank of the principal of or
     interest on any Eurodollar Loan made by such Lender or any Letter of
     Credit reimbursement obligations, Fees or other amounts payable
     hereunder (other than changes in respect of income and franchise taxes
     imposed on such Lender or the Fronting Bank by the jurisdiction in which
     such Lender or the Fronting Bank is organized or has its principal
     office or by any political subdivision or taxing authority thereof or
     therein), or shall impose, modify or deem applicable any reserve,
     special deposit or similar requirement against assets of, deposits with
     or for the account of or credit extended by such Lender or the Fronting
     Bank (except any such reserve requirement that is reflected in the
     Adjusted LIBO Rate or in the Alternate Base Rate) or shall impose on
     such Lender or the Fronting Bank or the London interbank market any
     other condition affecting this Agreement or Eurodollar Loans made by
     such Lender or any Letter of Credit issued hereunder, and the result of
     any of the foregoing shall be to increase the cost to such Lender of
     making or maintaining any Eurodollar Loan or increase the cost of
     issuing or maintaining any Letter of Credit or to reduce the amount of
     any sum received or receivable by such Lender or the Fronting Bank
     hereunder (whether of principal, interest or otherwise) by an amount
     deemed by such Lender or the Fronting Bank to be material, then the
     Borrower will pay to such Lender or the Fronting Bank following receipt
     of a certificate of such Lender or the Fronting Bank to such effect in
     accordance with Section 2.14(c) such additional amount or amounts as
     will compensate such Lender or the Fronting Bank on an after-tax basis
     for such additional costs incurred or reduction suffered.

           (b) If any Lender or the Fronting Bank shall have determined that
     the adoption after the date hereof of any  law, rule, regulation,
     agreement or guideline regarding capital adequacy, or any change in any
     of the foregoing or in the interpretation or administration of any of
     the foregoing by any governmental authority, central bank or comparable
     agency charged with the interpretation or administration thereof, or
     compliance by any Lender (or any lending office of such Lender) or the
     Fronting Bank or any Lender's or the Fronting Bank's holding company
     with any request or directive regarding capital adequacy issued under
     any law, rule, regulation or guideline (whether or not having the force
     of law) of any such authority, central bank or comparable agency, has or
     would have the effect of reducing the rate of return on such Lender's or
     the Fronting Bank's capital or on the capital of such Lender's or the
     Fronting Bank's holding company, if any, as a consequence of this
     Agreement or the Loans made by such Lender or the Letters of Credit
     issued by the Fronting Bank pursuant hereto to a level below that which
     such Lender or the Fronting Bank or such Lender's or the Fronting Bank's
     holding company could have achieved but for such applicability,
     adoption, change or compliance (taking into consideration such Lender's
     or the Fronting Bank's policies and the policies of such Lender's or the
     Fronting Bank's holding company with respect to capital adequacy) by an
     amount deemed by such Lender or the Fronting Bank to be material, then
     from time to time the Borrower shall pay to such Lender or the Fronting
     Bank such additional amount or amounts as will compensate such Lender or
     the Fronting Bank or such Lender's or the Fronting Bank's holding
     company on an after-tax basis for any such reduction suffered. 
     Notwithstanding any other provision in this paragraph (b), no Lender or
     the Fronting Bank shall be entitled to demand compensation pursuant to
     this paragraph (b) if it shall not be the general practice of such
     Lender or the Fronting Bank, as applicable, to demand such compensation
     in similar circumstances under comparable provisions of other comparable
     credit agreements.

           (c) A certificate of each Lender or the Fronting Bank setting
     forth such amount or amounts as shall be necessary to compensate such
     Lender or the Fronting Bank or its holding company as specified in
     paragraph (a) or (b) above, as the case may be, and setting forth in
     reasonable detail an explanation of the basis of requesting such
     compensation in accordance with paragraph (a) or (b) above, including
     calculations in reasonable detail, shall be delivered to the Borrower
     and shall be conclusive absent manifest error. The Borrower shall pay
     each Lender or the Fronting Bank the amount shown as due on any such
     certificate delivered by it within 10 days after its receipt of the
     same.

           (d) Failure on the part of any Lender or the Fronting Bank to
     demand compensation for any increased costs or reduction in amounts
     received or receivable or reduction in return on capital with respect to
     any period shall not constitute a waiver of such Lender's or the
     Fronting Bank's right to demand compensation with respect to such period
     or any other period, except that no Lender or the Fronting Bank shall be
     entitled to compensation under this Section 2.14 for any costs incurred
     or reduction suffered with respect to any date unless such Lender or the
     Fronting Bank, as applicable, shall have notified the Borrower that it
     will demand compensation for such costs or reductions under paragraph
     (c) above, not more than six months after the later of (i) such date and
     (ii) the date on which such Lender or the Fronting Bank, as applicable,
     shall have become aware of such costs or reductions. The protection of
     this Section 2.14 shall be available to each Lender or the Fronting Bank
     regardless of any possible contention of the invalidity or
     inapplicability of the law, rule, regulation, guideline or other change
     or condition that shall have occurred or been imposed.

           (e)  Each Lender and the Fronting Bank will, at the request of the
     Borrower, designate a different lending office if such designation
     (i) will avoid the need for, or minimize the amount of, any compensation
     to which such Lender or the Fronting Bank is entitled pursuant to this
     Section 2.14 and (ii) will not, in the sole judgment of such Lender or
     the Fronting Bank, be otherwise disadvantageous to such Lender or the
     Fronting Bank, as the case may be.

           SECTION 2.15. Change in Legality. (a) Notwithstanding any other
     provision herein, if any change in any law or regulation or in the
     interpretation thereof by any governmental authority charged with the
     administration or interpretation thereof shall make it unlawful for any
     Lender to make or maintain any Eurodollar Loan or to give effect to its
     obligations as contemplated hereby with respect to any Eurodollar Loan,
     then, by written notice to the Borrower and to the Agent, such Lender
     may:

                 (i) declare that Eurodollar Loans will not thereafter be
           made by such Lender hereunder, whereupon any request by the
           Borrower for a Eurodollar Borrowing shall, as to such Lender only,
           be deemed a request for an ABR Loan unless such declaration shall
           be subsequently withdrawn; and

                 (ii) require that all outstanding Eurodollar Loans made by
           it be converted to ABR Loans, in which event all such Eurodollar
           Loans shall be automatically converted to ABR Loans as of the
           effective date of such notice as provided in paragraph (b) below.

     In the event any Lender shall exercise its rights under (i) or (ii)
     above, all payments and prepayments of principal that would otherwise
     have been applied to repay the Eurodollar Loans that would have been
     made by such Lender or the converted Eurodollar Loans of such Lender
     shall instead be applied to repay the ABR Loans made by such Lender in
     lieu of, or resulting from the conversion of, such Eurodollar Loans.

           (b) For purposes of this Section 2.15, a notice to the Borrower by
     any Lender shall be effective as to each Eurodollar Loan, if lawful, on
     the last day of the Interest Period currently applicable to such
     Eurodollar Loan; in all other cases such notice shall be effective on
     the date of receipt by the Borrower.

           SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
     against any loss or expense that such Lender may sustain or incur as a
     consequence of (a) any failure by the Borrower to fulfill on the date of
     any borrowing hereunder the applicable conditions set forth in
     Article V, (b) any failure by the Borrower to borrow or to refinance,
     convert or continue any Loan hereunder after irrevocable notice of such
     borrowing, refinancing, conversion or continuation has been given
     pursuant to Section 2.03 or 2.10, (c) any payment, prepayment or
     conversion of a Eurodollar Loan required by any other provision of this
     Agreement or otherwise made or deemed made on a date other than the last
     day of the Interest Period applicable thereto, (d) any default in
     payment or prepayment of the principal amount of any Loan or any part
     thereof or interest accrued thereon, as and when due and payable (at the
     due date thereof, whether by scheduled maturity, acceleration,
     irrevocable notice of prepayment or otherwise) or (e) the occurrence of
     any Event of Default, including, in each such case, any loss or
     reasonable expense sustained or incurred or to be sustained or incurred
     in liquidating or employing deposits from third parties acquired to
     effect or maintain such Loan or any part thereof as a Eurodollar Loan.
     Such loss or reasonable expense shall include an amount equal to the
     excess, if any, as reasonably determined by such Lender of (a) its cost
     of obtaining the funds for the Loan being paid, prepaid, converted or
     not borrowed, converted or continued (assumed to be the Adjusted LIBO
     Rate applicable thereto) for the period from and including the date of
     such payment, prepayment, conversion or failure to borrow, convert or
     continue to but excluding the last day of the Interest Period for such
     Loan (or, in the case of a failure to borrow, convert or continue, the
     Interest Period for such Loan that would have commenced on the date of
     such failure) over (b) the amount of interest (as reasonably determined
     by such Lender) that would be realized by such Lender in reemploying the
     funds so paid, prepaid, converted or not borrowed, converted or
     continued for such period or Interest Period, as the case may be. A
     certificate of any Lender setting forth any amount or amounts that such
     Lender is entitled to receive pursuant to this Section 2.16 shall be
     delivered to the Borrower and shall be conclusive absent manifest error.

           SECTION 2.17. Pro Rata Treatment. Except as required under Section
     2.15, each Borrowing, each payment or prepayment of principal of any
     Borrowing, each payment of interest on the Loans, each payment of the
     Commitment Fees, each payment of the LC Fees, each reduction of the Term
     Loan Commitments or the Revolving Credit Commitments and each
     refinancing of any Borrowing with, conversion of any Borrowing to or
     continuation of any Borrowing as a Borrowing of any Type shall be
     allocated pro rata among the Lenders in accordance with their respective
     applicable Commitments (or, if such Commitments shall have expired or
     been terminated, in accordance with the respective principal amounts of
     their applicable outstanding Loans). Each Lender agrees that in
     computing such Lender's portion of any Borrowing to be made hereunder,
     the Agent may, in its discretion, round each Lender's percentage of such
     Borrowing, computed in accordance with Section 2.01, to the next higher
     or lower whole dollar amount.

           SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it
     shall, through the exercise of a right of banker's lien, setoff or
     counterclaim against the Borrower, or pursuant to a secured claim under
     Section 506 of Title 11 of the United States Code or other security or
     interest arising from, or in lieu of, such secured claim, received by
     such Lender under any applicable bankruptcy, insolvency or other similar
     law or otherwise, or by any other means, obtain payment (voluntary or
     involuntary) in respect of any Loan or Loans or LC Exposure as a result
     of which the unpaid principal portion of its Loans or its LC Exposure
     shall be proportionately less than the unpaid principal portion of the
     Loans of any other Lender or any other Lender's LC Exposure, such Lender
     shall be deemed simultaneously to have purchased from such other Lender
     at face value, and shall promptly pay to such other Lender the purchase
     price for, a participation in the Loans of such other Lender or the
     LC Exposure of such other Lender, so that the aggregate unpaid principal
     amount of the Loans, LC Exposures and participation in Loans and LC
     Exposures held by each Lender shall be in the same proportion to the
     aggregate unpaid principal amount of all Loans and LC Exposures then
     outstanding as the principal amount of such Lender's Loans and LC
     Exposures prior to such exercise of banker's lien, setoff or
     counterclaim or other event was to the principal amount of all Loans and
     LC Exposures outstanding prior to such exercise of banker's lien, setoff
     or counterclaim or other event; provided, however, that, if any such
     purchase or purchases or adjustments shall be made pursuant to this
     Section 2.18 and the payment giving rise thereto shall thereafter be
     recovered, such purchase or purchases or adjustments shall be rescinded
     to the extent of such recovery and the purchase price or prices or
     adjustment restored without interest. The Borrower expressly consents to
     the foregoing arrangements and agrees that any Lender holding a
     participation in a Loan or LC Exposure deemed to have been so purchased
     may exercise any and all rights of banker's lien, setoff or counterclaim
     with respect to any and all moneys owing by the Borrower to such Lender
     by reason thereof as fully as if such Lender had made a Loan directly to
     the Borrower in the amount of such participation.

           SECTION 2.19. Payments. (a) Except as provided in Section 2.05(d),
     the Agent shall have received evidence that the Borrower has made each
     payment (including principal of or interest on any Borrowing or any Fees
     or other amounts) hereunder and under any other Loan Document not later
     than 12:00 noon, New York City time, on the date when due in dollars to
     the Agent (for the account of the Agent, the Fronting Bank or the
     Lenders, as the case may be), at its offices at 270 Park Avenue, New
     York, New York, in immediately available funds. The Agent shall promptly
     remit in dollars to the Agent, the Fronting Bank or the Lenders, as the
     case may be, its share of such payments received by the Agent.

           (b) Whenever any payment (including principal of or interest on
     any Borrowing or any Fees or other amounts) hereunder or under any other
     Loan Document shall become due, or otherwise would occur, on a day that
     is not a Business Day, such payment may be made on the next succeeding
     Business Day, and such extension of time shall in such case be included
     in the computation of interest or Fees, if applicable.

           SECTION 2.20. Taxes. (a) Any and all payments by the Borrower
     hereunder shall be made, in accordance with Section 2.19, free and clear
     of and without deduction for any and all current or future taxes,
     levies, imposts, deductions, charges or withholdings, and all
     liabilities with respect thereto, excluding taxes imposed on the net
     income of the Agent, the Fronting Bank or any Lender (or any transferee
     or assignee thereof, including a participation holder (any such entity
     being called a  Transferee )) and franchise taxes imposed on the Agent,
     the Fronting Bank or any Lender (or Transferee), in each case by the
     United States or any jurisdiction under the laws of which the Agent, the
     Fronting Bank or any such Lender (or Transferee) is organized or has its
     principal office or lending office or any political subdivision or
     taxing authority thereof or therein (all such nonexcluded taxes, levies,
     imposts, deductions, charges, withholdings and liabilities being
     hereinafter referred to as  Taxes ). If any Taxes are required to be
     deducted from or in respect of any sum payable hereunder to any Lender
     (or any Transferee), the Agent or the Fronting Bank, (i) the sum payable
     shall be increased by the amount necessary so that after making all
     required deductions (including deductions applicable to additional sums
     payable under this Section 2.20) such Lender (or Transferee), the Agent
     or the Fronting Bank (as the case may be) shall receive an amount equal
     to the sum it would have received had no such deductions been made,
     (ii) the Borrower shall make such deductions and (iii) the Borrower
     shall pay the full amount deducted to the relevant taxing authority or
     other Governmental Authority in accordance with applicable law;
     provided, however, that no Transferee of any Lender shall be entitled to
     receive any greater payment under this paragraph (a) than such Lender
     would have been entitled to receive with respect to the rights assigned,
     participated or otherwise transferred unless (x) such assignment,
     participation or transfer shall have been made at a time when the
     circumstances (including a Change of Law as defined in Section 2.20(f))
     giving rise to such greater payment did not exist or had not yet
     occurred or (y) such assignment, participation or transfer shall have
     been at the request of the Borrower.

           (b) In addition, the Borrower agrees to pay any current or future
     stamp, intangible or documentary taxes or any other excise or property
     taxes, charges or similar levies (including, without limitation,
     mortgage recording taxes and similar fees) that arise from any payment
     made hereunder or from the execution, delivery or registration of, or
     otherwise with respect to, this Agreement or any other Loan Document
     (hereinafter referred to as  Other Taxes ).

           (c) The Borrower will indemnify each Lender (or Transferee), the
     Agent and the Fronting Bank for the full amount of Taxes and Other Taxes
     (including any Taxes or Other Taxes on amounts payable under this
     Section 2.20) paid by such Lender (or Transferee), the Agent or the
     Fronting Bank, as the case may be, and any liability (including
     penalties, interest and expenses) arising therefrom or with respect
     thereto, whether or not such Taxes or Other Taxes were correctly or
     legally asserted by the relevant taxing authority or other Governmental
     Authority; provided, however, that the Borrower shall not indemnify any
     Lender (or Transferee), the Agent or the Fronting Bank for Taxes,
     penalties, additions to tax, interest and expenses arising as a result
     of its own wilful misconduct or gross negligence.  Such indemnification
     shall be made within 30 days after the date any Lender (or Transferee),
     the Agent or the Fronting Bank, as the case may be, makes written demand
     therefor and provides the Borrower with either a copy of any assessment
     thereof from the relevant taxing authority (deleting any confidential
     information contained therein) or proof of payment of a tax for which
     the Borrower is liable hereunder.  If a Lender (or Transferee), the
     Agent or the Fronting Bank shall become aware that it is entitled to
     receive a refund (including interest and penalties, if any) in respect
     of Taxes or Other Taxes as to which it has been indemnified by the
     Borrower pursuant to this Section 2.20, it shall promptly notify the
     Borrower of the availability of such refund (including interest and
     penalties, if any) and shall, within 30 days after receipt of a request
     by the Borrower, apply for such refund at the Borrower's expense. If a
     Lender (or Transferee), the Agent or the Fronting Bank shall become
     aware that it is entitled to receive a refund (including interest and
     penalties, if any) in respect of any Taxes or Other Taxes as to which it
     has been indemnified by the Borrower pursuant to this Section 2.20, it
     shall promptly notify the Borrower of the availability of such refund
     (including interest and penalties, if any) and shall, within 30 days
     after receipt of  a request by the Borrower, apply for such refund at
     the Borrower's expense.  If any Lender (or Transferee), the Agent or the
     Fronting Bank receives a refund (including interest and penalties, if
     any) in respect of any Taxes or Other Taxes as to which it has been
     indemnified by the Borrower pursuant to this Section 2.20, it shall
     promptly notify the Borrower of such refund and shall, within 15 days of
     receipt, repay such refund to the Borrower (but only to the extent of
     amounts that have been paid by the Borrower under this Section 2.20 with
     respect to such refund and not reimbursed),  net of all out-of-pocket
     expenses of such Lender, the Agent or the Fronting Bank and without any
     interest (other than the interest, if any, included in such refund);
     provided, however, that the Borrower, upon the request of such Lender
     (or Transferee), the Agent or the Fronting Bank, agrees to return such
     refund (plus penalties, interest or other charges) to such Lender (or
     Transferee), the Agent or the Fronting Bank in the event such Lender (or
     Transferee), the Agent or the Fronting Bank is required to repay such
     refund.  The Borrower shall return such refund within 30 days after such
     Lender (or Transferee), the Agent or the Fronting Bank provides the
     Borrower with a copy of any notice or assessment from the relevant
     taxing authority (deleting any confidential information contained
     therein) requiring repayment of such refund.  Nothing contained in this
     paragraph (c) shall require any Lender (or Transferee), the Agent or the
     Fronting Bank to make available any of its tax returns (or any other
     information relating to its taxes that it deems to be confidential).

           (d) Within 30 days after the date of any payment of Taxes or Other
     Taxes withheld by the Borrower in respect of any payment to any Lender
     (or Transferee), the Agent or the Fronting Bank, the Borrower will
     furnish to the Agent, such Lender (or Transferee) or the Fronting Bank,
     at its respective address referred to in Section 10.01, the original or
     a certified copy of a receipt evidencing payment thereof or other
     evidence of such payment reasonably satisfactory to such Lender (or
     Transferee), the Agent or the Fronting Bank, as the case may be.

           (e) Without prejudice to the survival of any other agreement
     contained herein, the agreements and obligations contained in this
     Section 2.20 shall survive the payment in full of the principal of and
     interest on all Loans made hereunder until the expiration of the
     relevant statute of limitations.

           (f) Each of the Agent, the Fronting Bank and any Lender (or
     Transferee) that is not incorporated or otherwise formed under the laws
     of the United States of America or a state thereof (a  Non-U.S. Person )
     agrees that, within one month after the Closing Date or, if later, the
     date it becomes a Lender (or Transferee), the Agent or the Fronting Bank
     hereunder, it will deliver to each of the Borrower and the Agent one
     duly completed copy of United States Internal Revenue Service Form 1001
     or 4224, or, in the case of any Lender (or Transferee) exempt from
     United States Federal withholding tax pursuant to Sections 871(h) or
     881(c) of the Code, Form W-8, or any successor applicable form (a  Form
     1001, 4224 or W-8 ), as the case may be, certifying in each case that
     such Lender (or Transferee), the Agent or the Fronting Bank is entitled
     to receive payments hereunder payable to it without deduction or
     withholding of any United States Federal income taxes, or subject to a
     reduced rate thereof.  Each of the Agent, the Fronting Bank or any
     Lender (or Transferee) that delivers to the Borrower and the Agent a
     Form 1001, 4224 or W-8 pursuant to the immediately preceding sentence
     further undertakes to deliver to the Borrower and the Agent further
     copies of such Form 1001, 4224 or W-8, as the case may be, or other
     manner of certification reasonably satisfactory to the Borrower on or
     before the date that any such form or certification expires or becomes
     obsolete or of the occurrence of any event requiring a change in the
     most recent form or certification previously delivered by it to the
     Borrower or the Agent, and such extensions or renewals thereof as may
     reasonably be requested by the Borrower or the Agent, certifying that
     such Agent, Fronting Bank or Lender (or Transferee), as the case may be,
     is entitled to receive payments hereunder without deduction or
     withholding of any United States Federal income taxes, or subject to a
     reduced rate thereof.  If at any time there has occurred, on or prior to
     the date on which any delivery of such Form 1001, 4224 or W-8, as the
     case may be, would otherwise be required, any change in law, rule,
     regulation, treaty, convention or directive, or any change in the
     interpretation or application of any thereof ( Change of Law ), that
     renders all such forms inapplicable or which would prevent such Agent,
     Fronting Bank or Lender (or Transferee), as the case may be, from duly
     completing and delivering any such form or certification with respect to
     it, such Agent, Fronting Bank or Lender (or Transferee), as the case may
     be, shall advise the Borrower that it shall be subject to withholding of
     United States Federal income tax at the full statutory rate.  A Non-U.S.
     Person shall be required  to furnish a Form 1001, 4224 or W-8 only if it
     is entitled to claim an exemption from or reduced rate of withholding. 
     Each of the Agent, the Fronting Bank and any Lender that is a Non-U.S.
     Person and that is a party hereto as of the Closing Date hereby
     represents and warrants that, as of the Closing Date, payments made to
     it hereunder are exempt from the withholding of United States Federal
     income taxes (i) because such payments are effectively connected with a
     United States trade or business conducted by such Non-U.S Person;
     (ii) pursuant to the terms of an income tax treaty between the United
     States and such Non-U.S. Person's country of residence; or (iii) because
     such payments are portfolio interest exempt pursuant to Sections 871(h)
     or 881(c) of the Code.  Notwithstanding any provision of paragraph (a)
     above to the contrary, the Borrower shall not have any obligation to pay
     any Taxes or Other Taxes or to indemnify any Lender (or Transferee), the
     Agent or the Fronting Bank for such Taxes or Other Taxes pursuant to
     this Section 2.20 to the extent that such Taxes or Other Taxes result
     from (i) the failure of any Lender (or Transferee), the Agent, or the
     Fronting Bank to comply with its obligations pursuant to this paragraph
     (f) or (ii) any representation made on Form 1001, 4224 or W-8 or
     successor applicable form or certification by any Lender (or
     Transferee), the Agent or the Fronting Bank incurring such Taxes or
     Other Taxes proving to have been incorrect, false or misleading in any
     material respect when so made or deemed to be made.

           (g) Any of the Agent, the Fronting Bank or any Lender (or
     Transferee) claiming any additional amounts payable pursuant to this
     Section 2.20 shall use reasonable efforts (consistent with legal and
     regulatory restrictions) (including reasonable efforts to change the
     jurisdiction of its applicable lending office) to avoid the need for or
     reduce the amount of any such additional amounts that may thereafter
     accrue, provided that such efforts would not, in the sole determination
     of such Lender (or Transferee), Agent or Fronting Bank, as the case may
     be, be otherwise disadvantageous to such Lender (or Transferee), the
     Agent or the Fronting Bank.

           (h) In the event any Lender (or Transferee) changes its applicable
     lending office as provided in Section 2.14(e), such Lender (or
     Transferee) shall not be entitled to receive any greater payment under
     this Section 2.20 than such Lender (or Transferee) would have been
     entitled to receive had such change not occurred, unless (i) such
     greater payment rises as a result of a Change in Law occurring after the
     date of such change in applicable lending office or (ii) such change in
     applicable lending office shall have been made at the request of the
     Borrower.

           SECTION 2.21. Assignment of Commitments under Certain
     Circumstances.  In the event that (a) any Lender (i) shall have
     delivered a notice or certificate pursuant to Section 2.14, (ii) shall
     become subject to the provisions of Section 2.15 or (iii) shall fail or
     refuse to fund its portion of any Loan for any reason other than the
     failure of the Borrower to satisfy the conditions precedent to the
     making of such Loan hereunder, (b) the Borrower shall be required to
     make additional payments to any Lender under Section 2.20 or (c) any
     Lender shall fail or refuse, for any reason, to approve any amendment,
     waiver or consent hereunder that has been approved by Lenders holding
     more than 85% of the aggregate principal amount of (i) the Loans at such
     time, (ii) the LC Exposure at such time and (iii) the aggregate unused
     Commitments at such time, the Borrower shall have the right, but not the
     obligation, at its own expense, upon notice to such Lender and the
     Agent, to replace such Lender with an assignee (in accordance with and
     subject to the restrictions contained in Section 10.04(b)), and such
     Lender hereby agrees to transfer and assign to such assignee without
     recourse (in accordance with and subject to the restrictions contained
     in Section 10.04(b)) all its interests, rights and obligations under
     this Agreement; provided, however, that (A) no such assignment shall
     conflict with any law or any rule, regulation or order of any
     Governmental Authority, (B) such assignee shall pay to the affected
     Lender in immediately available funds on the date of such assignment the
     principal of the Loans made by such Lender hereunder, (C) in the case of
     an assignment pursuant to clause (c) above, the Borrower must exercise
     its right to replace such Lender within 90 days of such Lender's failure
     to approve the applicable amendment, waiver or consent, as applicable,
     and (D) the Borrower shall pay to the affected Lender in immediately
     available funds on the date of such assignment  the interest accrued to
     the date of payment on the Loans made by such Lender hereunder and all
     other amounts accrued for such Lender's account or owed to it hereunder.

     ARTICLE III

     Letters of Credit
           SECTION 3.01. Issuance of Letters of Credit. (a) The Fronting Bank
     agrees, on the terms and subject to the conditions hereinafter set
     forth, to issue Letters of Credit, in a form reasonably acceptable to
     the Agent and the Fronting Bank, appropriately completed, for the
     account of the Borrower, at any time and from time to time on and after
     the Closing Date until the earlier of the LC Maturity Date and the
     termination of the LC Commitment in accordance with the terms hereof;
     provided, however, that any Letter of Credit shall be issued by the
     Fronting Bank only if, and each request by the Borrower for the issuance
     of any Letter of Credit shall be deemed a representation and warranty of
     the Borrower that, immediately following the issuance of any such Letter
     of Credit, (i) the LC Exposure shall not exceed the LC Commitment in
     effect at such time and (ii) the Revolving Credit Utilization at such
     time shall not exceed the aggregate Revolving Credit Commitments at such
     time.

           (b) Each Letter of Credit shall expire at the close of business on
     the LC Maturity Date, unless such Letter of Credit expires by its terms
     on an earlier date. Each Letter of Credit shall provide for payments of
     drawings in dollars.  

           (c) Each issuance of any Letter of Credit shall be made on at
     least two Business Days' prior written or facsimile notice from the
     Borrower to the Fronting Bank and the Agent (which shall give prompt
     notice thereof to each Participating Lender) specifying the date of
     issuance, the date on which such Letter of Credit is to expire (which
     shall not be later than the earlier of (i) the LC Maturity Date and
     (ii) subject to extension, 360 days, in the case of Standby Letters of
     Credit, and 180 days, in the case of Commercial Letters of Credit, after
     the date of any such Letter of Credit), the amount of such Letter of
     Credit, the name and address of the beneficiary of such Letter of Credit
     and such other information as may be necessary or desirable to complete
     such Letter of Credit. The Fronting Bank will give the Agent and the
     Agent will give to each Participating Lender reasonably prompt notice of
     the issuance and amount of each Letter of Credit and the expiration of
     each Letter of Credit.

           SECTION 3.02. Participation; Unconditional Obligations. (a) By the
     issuance of a Letter of Credit and without any further action on the
     part of the Fronting Bank or the Participating Lenders in respect
     thereof, the Fronting Bank hereby grants to each Participating Lender,
     and each Participating Lender hereby agrees to acquire from the Fronting
     Bank, a participation in such Letter of Credit equal to such
     Participating Lender's Applicable Percentage of the face amount of such
     Letter of Credit, effective upon the issuance of such Letter of Credit.
     In consideration and in furtherance of the foregoing, each Participating
     Lender hereby absolutely and unconditionally agrees to pay to the Agent,
     on behalf of the Fronting Bank, in accordance with Section 2.02(f), such
     Participating Lender's Applicable Percentage of each LC Disbursement
     made by the Fronting Bank; provided, however, that the Participating
     Lenders shall not be obligated to make any such payment to the Fronting
     Bank with respect to any wrongful payment or disbursement made under any
     Outstanding Letter of Credit as a result of the gross negligence or
     wilful misconduct of the Fronting Bank.

           (b) Each Participating Lender acknowledges and agrees that its
     obligation to acquire participations pursuant to paragraph (a) of this
     Section 3.02 in respect of Letters of Credit is absolute and
     unconditional and shall not be affected by any circumstance whatsoever,
     including the occurrence and continuance of an Event of Default or
     Default hereunder, and that each such payment shall be made without any
     offset, abatement, withholding or reduction whatsoever.

           SECTION 3.03. LC Fee. The Borrower agrees to pay to the Agent for
     the account of the Participating Lenders for each  calendar quarter (or
     shorter period commencing with the date hereof or ending with the first
     date on which the LC Commitment shall have expired or been terminated
     and there shall be no Outstanding Letters of Credit) fees (the  LC
     Fees ) equal to 2 1/2% per annum on the average daily aggregate face
     amount of the Outstanding Letters of Credit.  The LC Fees shall be
     computed on the basis of the actual number of days elapsed over a year
     of 360 days.  The LC Fees shall be paid in arrears on the last day of
     January, April, July and October of each year and on the LC Maturity
     Date (or, if earlier, the first date on which the LC Commitment shall
     have expired or been terminated and there shall be no Outstanding
     Letters of Credit), commencing on the first such date following the
     Closing Date. Once paid, the LC Fees shall not be refundable in any
     circumstances (other than corrections of error in payment).

           SECTION 3.04. Agreement To Repay LC Disbursements. (a) If the
     Fronting Bank shall pay any draft presented under a Letter of Credit,
     the Borrower shall pay to the Agent, on behalf of the Fronting Bank, an
     amount equal to the amount of such draft before 11:00 a.m., New York
     City time, on the Business Day on which the Fronting Bank shall have
     notified the Borrower that payment of such draft will be made (or such
     later time as is not later than one hour after the Borrower shall have
     received such notice or, if the Borrower shall have received such notice
     later than 4:00 p.m., New York City time, on any Business Day, not later
     than 10:00 a.m., New York City time, on the immediately following
     Business Day). The Agent will promptly pay any such amounts received by
     it to the Fronting Bank. In the event that, after the payment of any
     such amount to the Fronting Bank, the Fronting Bank shall not pay such
     amount in respect of such draft, the Fronting Bank shall return to the
     Agent, for the account of the Borrower, any such unpaid amount, together
     with interest thereon accrued at the Federal Funds Effective Rate then
     in effect from and including the date such amount was paid by the
     Borrower to the Agent to but excluding the date such amount was repaid
     by the Fronting Bank to the Agent.

           (b) The Borrower's obligation to repay the Fronting Bank for LC
     Disbursements made by the Fronting Bank under the Outstanding Letters of
     Credit shall be absolute, unconditional and irrevocable under any and
     all circumstances and irrespective of, without limitation, the
     following:

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

                 (ii) the existence of any claim, setoff, defense or other
           right that the Borrower or any other Person may at any time have
           against the beneficiary under any Letter of Credit, the Fronting
           Bank, the Agent or any other Lender or any other Person (other
           than the defense of payment in accordance with the terms of this
           Agreement or a defense based on the gross negligence or wilful
           misconduct of the Fronting Bank)  in connection with this
           Agreement or any other agreement or transaction;

                 (iii) any draft or other document presented under a Letter
           of Credit proving to be forged, fraudulent, invalid or
           insufficient in any respect or any statement therein being untrue
           or inaccurate in any respect, provided that payment by the
           Fronting Bank under such Letter of Credit against presentation of
           such draft or document shall not have constituted gross negligence
           or wilful misconduct of the Fronting Bank;

                 (iv) payment by the Fronting Bank under a Letter of Credit
           against presentation of a draft or other document that does not
           comply with the terms of such Letter of Credit, provided that such
           payment shall not have constituted gross negligence or wilful
           misconduct of the Fronting Bank; and

                 (v) any other circumstance or event whatsoever, whether or
           not similar to any of the foregoing, provided that such
           circumstance shall not have been the result of the gross
           negligence or wilful misconduct of the Fronting Bank.

            It is understood that in making any payment under a Letter of
     Credit (A) the Fronting Bank's exclusive reliance on the documents
     presented to it under such Letter of Credit as to any and all matters
     set forth therein, including reliance on the amount of any draft
     presented under such Letter of Credit, whether or not the amount due to
     the beneficiary equals the amount of such draft and whether or not any
     document presented pursuant to such Letter of Credit proves to be
     insufficient in any respect, if such document on its face appears to be
     in order, and whether or not any other statement or any other document
     presented pursuant to such Letter of Credit proves to be forged or
     invalid or any statement therein proves to be inaccurate or untrue in
     any respect whatsoever, and (B) any noncompliance in any immaterial
     respect of the documents presented under a Letter of Credit with the
     terms thereof shall, in each case, not be deemed wilful misconduct or
     gross negligence of the Fronting Bank.

           SECTION 3.05. Letter of Credit Operations. The Fronting Bank
     shall, promptly following its receipt thereof, examine all documents
     purporting to represent a demand for payment under an Outstanding Letter
     of Credit to ascertain that the same appear on their face to be in
     conformity with the terms and conditions of such Outstanding Letter of
     Credit. The Fronting Bank shall as promptly as possible, but in no event
     later than two hours after such demand for payment, give oral
     notification, confirmed by facsimile notice, to the Agent and the
     Borrower of such demand for payment and shall as promptly as possible,
     but in no event later than two hours prior to any payment in respect of
     such demand, give oral notification, confirmed by facsimile notice, to
     the Agent and the Borrower of the determination by the Fronting Bank as
     to whether such demand for payment was in accordance with the terms and
     conditions of such Outstanding Letter of Credit and whether the Fronting
     Bank has made or will make an LC Disbursement thereunder, provided that
     the failure to give such notice shall not relieve the Borrower of its
     obligation to reimburse the Fronting Bank with respect to any such LC
     Disbursement, and the Agent shall promptly give each Participating
     Lender notice thereof.

           SECTION 3.06. Cash Collateralization. If any Event of Default
     shall occur and be continuing, the Borrower shall on the Business Day it
     receives notice from the Agent or the Required Lenders (or, if the
     maturity of the Loans has been accelerated, Participating Lenders
     holding participation in Outstanding Letters of Credit representing at
     least 51% of the aggregate undrawn amount of all Outstanding Letters of
     Credit) therefor, deposit in an account with the Collateral Agent, for
     the benefit of the Participating Lenders, an amount in cash equal to the
     LC Exposure as of such date. Such deposit shall be held by the
     Collateral Agent as collateral for the payment and performance of the
     Obligations. The Collateral Agent shall have exclusive dominion and
     control, including the exclusive right of withdrawal, over such account.
     Other than any interest earned on the investment of such deposits in
     Permitted Investments, which investments shall be made at the option and
     sole discretion of the Collateral Agent, such deposits shall not bear
     interest. Interest or profits, if any, on such investments shall
     accumulate in such account. Moneys in such account shall
     (a) automatically be applied by the Agent to reimburse the Fronting Bank
     for LC Disbursements, (b) be held for the satisfaction of the
     reimbursement obligations of the Borrower for the then-outstanding
     LC Exposure and (c) if the maturity of the Loans has been accelerated
     (but subject to the consent of Participating Lenders holding
     participation in Outstanding Letters of Credit representing at least 51%
     of the aggregate undrawn amount of all Outstanding Letters of Credit),
     such amount (to the extent not applied as aforesaid) shall be applied to
     satisfy the Obligations. Any cash collateral provided by the Borrower
     hereunder (to the extent not applied as aforesaid) shall be returned to
     the Borrower within three Business Days after all Events of Default have
     been cured or waived.

           SECTION 3.07. Termination of LC Commitment. The Borrower may
     permanently terminate, or from time to time in part permanently reduce,
     the LC Commitment, in each case upon at least three Business Days' prior
     written or facsimile notice to the Agent and the Fronting Bank, provided
     that (a) after giving effect to such termination or reduction, the LC
     Commitment shall not be less than the LC Exposure at such time or
     greater than the aggregate Revolving Credit Commitments at such time and
     (b)  no reduction of the LC Commitment shall have the effect of reducing
     the Revolving Credit Commitment of any Lender.   

           SECTION 3.08. Fronting Bank Fees. (a) The Borrower shall pay to
     the Fronting Bank, for its own account, such commissions, issuance fees,
     transfer fees and other fees and charges in connection with the issuance
     or administration of each Letter of Credit as the Borrower and the
     Fronting Bank shall agree.

           (b) The Borrower shall pay to the Fronting Bank, for its own
     account, a fronting fee on the average daily aggregate maximum amount
     available to be drawn (assuming compliance with all conditions to
     drawing) under all Outstanding Letters of Credit at the rate of 1/4 of
     1% per annum, payable in arrears on the last day of January, April, July
     and October of each year, commencing July 31, 1994, and on the LC
     Maturity Date.

           SECTION 3.09. Resignation or Removal of Fronting Bank. (a) The
     Fronting Bank may, subject to the appointment of a successor Fronting
     Bank hereunder, resign at any time by giving at least 180 days' prior
     written notice to the Agent, the Lenders and the Borrower, and may be
     removed at any time by the Borrower by notice to the Fronting Bank, the
     Agent and the Lenders. The Borrower shall use commercially reasonable
     efforts to appoint a successor Fronting Bank within 180 days after
     receipt from the Fronting Bank of a notice of resignation contemplated
     by the preceding sentence. Upon any such removal, the Borrower shall
     (within 180 days after such notice of removal) either appoint a Lender
     (with the consent of such Lender) as successor, or (subject to the
     proviso contained in Section 3.07) terminate the unutilized
     LC Commitment; provided, however, that, if the Borrower elects to
     terminate the unutilized LC Commitment, the Borrower may at any time
     thereafter that the Revolving Credit Commitments are in effect reinstate
     by notice to the Agent and the Lenders the LC Commitment in connection
     with the appointment of a successor Fronting Bank. Subject to
     paragraph (b) below, upon the acceptance of any appointment as Fronting
     Bank hereunder by a successor Fronting Bank, such successor shall
     succeed to and become vested with all the interests, rights and
     obligations of the retiring Fronting Bank and the retiring Fronting Bank
     shall be discharged from its obligations to issue additional Letters of
     Credit hereunder. At the time such removal or resignation shall become
     effective, the Borrower shall pay all accrued and unpaid fees pursuant
     to Section 2.05(d). The acceptance of any appointment as Fronting Bank
     hereunder by a successor issuing bank shall be evidenced by an agreement
     entered into by such successor, in a form satisfactory to the Borrower
     and the Agent, and, from and after the effective date of such agreement,
     (i) such successor shall be a party hereto and have all the rights and
     obligations of the Fronting Bank under this Agreement and the other Loan
     Documents and (ii) references herein and in the other Loan Documents to
     the  Fronting Bank  shall be deemed to refer to such successor or to any
     previous Fronting Bank, or to such successor and all previous Fronting
     Banks, as the context shall require.

           (b) After the resignation or removal of the Fronting Bank
     hereunder, the retiring Fronting Bank shall remain a party hereto and
     shall continue to have all the rights and obligations of the Fronting
     Bank under this Agreement and the other Loan Documents with respect to
     Letters of Credit issued by it prior to such resignation or removal, but
     shall not be required to issue additional Letters of Credit.

           SECTION 3.10.  Existing Letters of Credit.  On the Closing Date,
     each letter of credit issued pursuant to the Existing Credit Agreement
     and then remaining outstanding shall be deemed to have been issued
     hereunder and to constitute a  Letter of Credit  for all purposes hereof
     and, in furtherance of the foregoing, the Fronting Bank hereby grants to
     each Participating Lender, and each Participating Lender hereby agrees
     to acquire from the Fronting Bank, a participation in each such letter
     of credit equal to such Participating Lender's Applicable Percentage of
     the face amount of such letter of credit, effective on the Closing Date. 
     The Fronting Bank will give the Agent and the Agent shall give each
     Participating Lender the notice contemplated by the last sentence of
     Section 3.01(c) with respect to such letters of credit promptly
     following the Closing Date.  By executing this Agreement, the Fronting
     Bank agrees that on the Closing Date the lenders under the Existing
     Credit Agreement that acquired participations in such letters of credit
     issued pursuant to the Existing Credit Agreement that are deemed to
     constitute  Letters of Credit  hereunder shall be released from all
     further obligations and liabilities with respect thereto, other than
     liabilities that accrued prior to the Closing Date.

     ARTICLE IV

     Representations and Warranties
           The Borrower represents and warrants to each of the Lenders, the
     Agent and the Fronting Bank that:

           SECTION 4.01. Organization; Powers. Each of the Borrower and the
     Subsidiaries (a) is a corporation duly organized, validly existing and
     in good standing under the laws of the jurisdiction of its
     incorporation, (b) has all requisite power and authority to own its
     property and assets and to carry on its business as now conducted and as
     proposed to be conducted, (c) is qualified to do business and in good
     standing in every jurisdiction where such qualification is required
     (after giving effect to the Acquisition), except where the failure so to
     qualify or be in good standing would not result in a Material Adverse
     Effect and (d) has the corporate power and authority to execute, deliver
     and perform its obligations under each of the Transaction Documents and
     each other agreement or instrument contemplated thereby to which it is
     or will be a party and, in the case of Borrower, to borrow hereunder.

           SECTION 4.02. Authorization. The execution, delivery and
     performance by the Borrower and each Subsidiary Guarantor of each of the
     Transaction Documents to which it is a party, the borrowings hereunder,
     the creation of the security interests contemplated by the Security
     Documents, the termination of the Existing Credit Agreement and all
     agreements related thereto and the repayment of all amounts outstanding
     thereunder and the other transactions contemplated by the Transaction
     Documents (including the Acquisition) (all the foregoing, collectively,
     the  Transactions ) (a) have been duly authorized by all requisite
     corporate and, if required, stockholder action and (b) will not
     (i) violate (A) any provision of law, statute, rule or regulation, or of
     the Certificate of Incorporation or other constitutive documents or By-
     laws of the Borrower or any Subsidiary, (B) any order of any
     Governmental Authority or (C) any provision of any indenture or other
     material  agreement or instrument to which the Borrower or any
     Subsidiary is a party or by which any of them or any of their property
     (including the Mortgaged Properties) or assets is or may be bound,
     (ii) be in conflict with, result in a breach of or constitute (alone or
     with notice or lapse of time or both) a default under any such
     indenture, agreement or instrument or (iii) result in the creation or
     imposition of any Lien (other than any Lien created under the Security
     Documents) upon or with respect to any property or assets now owned or
     hereafter acquired by the Borrower or any Subsidiary.

           SECTION 4.03. Enforceability. This Agreement has been duly
     executed and delivered by the Borrower and constitutes, and each other
     Transaction Document to which the Borrower or any Subsidiary Guarantor
     is a party when executed and delivered by it will constitute, a legal,
     valid and binding obligation of the Borrower or such Subsidiary
     Guarantor, as the case may be, enforceable against it in accordance with
     its terms except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
     or other similar laws affecting creditors' rights generally and by
     general principles of equity (regardless of whether such enforceability
     is considered in a proceeding at law or in equity).

           SECTION 4.04. Governmental Approvals. No action, consent or
     approval of, registration or filing with or any other action by any
     Governmental Authority  is or will be required to be made or obtained by
     the Borrower or any Subsidiary in connection with the Transactions,
     except such as have been made or obtained and are in full force and
     effect and other than filings, recordings and approvals (i) to record
     deeds and leases with respect to real properties, (ii) to record and/or
     perfect the security interest created by the Security Documents and
     (iii) to record a leasehold memorandum, if currently unrecorded, in
     respect of any leasehold interest to which a Leasehold Mortgage relates.

           SECTION 4.05. Financial Statements. (a) The unaudited pro forma
     consolidated balance sheet of the Borrower and the Subsidiaries as of
     the Closing Date (including the notes thereto) (the  Pro Forma Balance
     Sheet ), copies of which have heretofore been furnished to each Lender,
     has been prepared giving effect (as if such events had occurred on such
     date) to (i) the Transactions (including the Acquisition and the
     Borrowings under this Agreement contemplated to be made on the Closing
     Date) and (ii) the payment of fees and expenses in connection with the
     foregoing. The Pro Forma Balance Sheet has been prepared based on the
     assumptions used to prepare the pro forma financial information
     contained in the Confidential Information Memorandum, is based on the
     best information available to the Borrower as of the date of delivery
     thereof, and presents fairly on a pro forma basis the estimated
     consolidated financial position of the Borrower and the Subsidiaries as
     of the Closing Date, assuming that the events specified in the preceding
     sentence had actually occurred at the Closing Date.

           (b) The Borrower has heretofore furnished to the Lenders
     consolidated financial statements of Foodservice Corp. as of and for the
     fiscal years ended February 1992 and February 1993 and as of and for the
     nine months ended November 27, 1993, audited by and accompanied by the
     opinion of KPMG Peat Marwick, independent public accountants. Such
     financial statements present fairly the financial condition and results
     of operations of Foodservice Corp. and its consolidated subsidiaries as
     of such dates and for such periods. Such financial statements and the
     notes thereto disclose all material liabilities required under GAAP to
     be disclosed, direct or contingent, of Foodservice Corp. and its
     consolidated subsidiaries as of the dates thereof. Such financial
     statements were prepared in accordance with GAAP applied on a consistent
     basis.

           (c) The Borrower has heretofore furnished to the Lenders
     consolidated financial statements of the Borrower as of and for the
     fiscal year ended  January 1, 1994, audited by and accompanied by the
     opinion of Coopers & Lybrand, independent public accountants.  Such
     financial statements present fairly the financial condition and results
     of operations of the Borrower and its consolidated subsidiaries as of
     such date and for such period.  Such financial statements and the notes
     thereto disclose all material liabilities required under GAAP to be
     disclosed, direct or contingent, of the Borrower and its Consolidated
     Subsidiaries as of the date thereof.  Such financial statements were
     prepared in accordance with GAAP applied on a consistent basis.

           SECTION 4.06. No Material Adverse Change. There has been no
     material adverse change in the business, assets, operations, properties,
     financial condition or contingent liabilities of the Borrower and the
     Subsidiaries, taken as a whole, since January 1, 1994.

           SECTION 4.07. Title to Properties; Possession Under Leases. (a)
     After giving effect to the consummation of the Acquisition on the
     Closing Date: each of the Borrower and the Subsidiaries will have good
     and marketable title to, or valid leasehold interests in, all its
     material properties and assets (including each Mortgaged Property); all
     such material properties and assets shall be free and clear of Liens,
     other than Liens expressly permitted by Section 7.02; and no material
     portion of any Mortgaged Property shall be subject to any lease,
     license, sublease or other agreement granting to any Person any right to
     use, occupy or enjoy the same, except as set forth on Schedule 4.07(a).

           (b) After giving effect to the consummation of the Acquisition on
     the Closing Date,  (i) all material leases shall be in full force and
     effect and (ii) the Borrower and the Subsidiaries shall enjoy peaceful
     and undisturbed possession under all such material leases under which it
     is tenant. 

           (c) Except as set forth on Schedule 4.07(c), neither the Borrower
     nor any Subsidiary has received any notice of, or has any knowledge of,
     any pending or contemplated condemnation proceeding affecting the
     Mortgaged Properties or any material properties or assets to be acquired
     in connection with the Acquisition, or any sale or disposition thereof
     in lieu of condemnation.

           (d) Neither the Borrower nor any Subsidiary is obligated under any
     right of first refusal, option or other contractual right to sell,
     assign or otherwise dispose of any Mortgaged Property or any interest
     therein.

           (e) Dixie Foods Company is not in default in any manner under any
     provision of (i) the mortgage dated July 1, 1993, by Dixie Foods Company
     to Worthen Trust Company, Inc. and (ii) the mortgage dated July 13,
     1993, by Dixie Foods Company to The City of Forrest City, Arkansas.

           SECTION 4.08. Subsidiaries. Schedule 4.08 sets forth all the
     subsidiaries of the Borrower as of the Closing Date and the percentage
     ownership of the Borrower therein.

           SECTION 4.09. Litigation; Compliance with Laws. (a) Except as set
     forth on Schedule 4.09, there are no actions, suits or proceedings at
     law or in equity or by or before any Governmental Authority now pending
     or, to the knowledge of the Borrower, threatened against or affecting
     the Borrower or any Subsidiary or any business, property, assets or
     rights of any such Person (i) that involve any Transaction Document or
     the Transactions or (ii) as to which there is a reasonable possibility
     of an adverse determination and which, if adversely determined, could
     reasonably be expected to, individually or in the aggregate, result in a
     Material Adverse Effect.

           (b) None of the Borrower, any Subsidiary or any of their
     respective properties or assets, are in violation of, nor will the
     continued operation of their properties and assets violate any law,
     rule, regulation or statute (including any zoning, building,
     Environmental and Safety Law, ordinance, code or approval or any
     building permits) or any restrictions of record or agreements affecting
     the Mortgaged Property or in default with respect to any judgment, writ,
     injunction, decree or order of any Governmental Authority, where such
     violation or default could reasonably be expected to result in a
     Material Adverse Effect. 

           (c) The issuance of the Letters of Credit will not violate any
     applicable law or regulation or violate or be prohibited by any
     judgment, writ, injunction, decree or order of any Governmental
     Authority.

           (d) Certificates of occupancy and permits (or other documents
     expressly provided for under applicable law in lieu thereof) are in
     effect for each Mortgaged Property as currently constructed, and true
     and complete copies of such certificates of occupancy have been
     delivered to the Collateral Agent as mortgagee with respect to each
     Mortgaged Property.

           SECTION 4.10. Federal Reserve Regulations. (a) None of the
     Borrower or any Subsidiary is engaged principally, or as one of its
     important activities, in the business of extending credit for the
     purpose of purchasing or carrying Margin Stock.

           (b) No part of the proceeds of any Letter of Credit or any Loan
     will be used by the Borrower or any Subsidiary, whether directly or
     indirectly, and whether immediately, incidentally or ultimately, (i) to
     purchase or carry Margin Stock or to extend credit to others for the
     purpose of purchasing or carrying Margin Stock or to refund indebtedness
     originally incurred for such purpose or (ii) for any purpose that
     entails a violation of, or is inconsistent with, the provisions of the
     Regulations of the Board, including Regulations G, U and X.

           SECTION 4.11. Investment Company Act; Public Utility Holding
     Company Act. None of the Borrower or any Subsidiary (a) is an
      investment company  as defined in, or is subject to regulation under,
     the Investment Company Act of 1940 or (b) is a  holding company  as
     defined in, or is subject to regulation under, the Public Utility
     Holding Company Act of 1935.

           SECTION 4.12. Use of Proceeds. The Borrower will use the Letters
     of Credit and the proceeds of the Loans only for the purposes specified
     in the preamble to this Agreement.

           SECTION 4.13. Tax Returns. Each of the Borrower and the
     Subsidiaries has filed or caused to be filed all Federal, state and
     material local tax returns required to have been filed by it or with
     respect to it and has paid or caused to be paid all material taxes shown
     to be due and payable on such returns or on any assessments received by
     it or with respect to it, except taxes that are being contested in good
     faith by appropriate proceedings and for which the Borrower or the
     applicable Subsidiary shall have set aside on its books adequate
     reserves in accordance with GAAP. Each of the Borrower and the
     Subsidiaries has filed or made adequate provision in accordance with
     GAAP on its books for any taxes payable by it in connection with the
     Transactions (including, without limitation, any such taxes payable in
     respect of indemnities).

           SECTION 4.14. No Material Misstatements.  The written information,
     reports, financial statements, exhibits and schedules furnished by or on
     behalf of the Borrower or any of the Subsidiaries to the Agent or any
     Lender in connection with the negotiation of any Loan Document or
     included therein or delivered pursuant thereto, when taken as a whole,
     did not contain, does not contain and will not contain any material
     misstatement of fact and did not omit, does not omit and will not omit
     to state any material fact necessary to make the statements therein, in
     the light of the circumstances under which they were, are or will be
     made, not misleading.  The projections and pro forma financial
     information contained in such materials are based on good faith
     estimates and assumptions believed by the Borrower to be reasonable as
     of the date such projections and pro forma financial information were
     furnished by the Borrower.  Such pro forma financial information was
     prepared in accordance with GAAP applied on a basis consistent with the
     financial statements referred to in Section 4.05(b).

           SECTION 4.15. Employee Benefit Plans. Each of the Borrower and its
     ERISA Affiliates is in compliance in all material respects with the
     applicable provisions of ERISA and the regulations and published
     interpretations thereunder. Except as set forth on Schedule 4.15, no
     Reportable Event has occurred in respect of any Plan of the Borrower or
     any ERISA Affiliate. The present value of all benefit liabilities under
     each Plan (based on those assumptions used to fund such Plan and
     calculated on an ongoing basis) did not, as of the last annual valuation
     date applicable thereto, exceed by more than $19,000,000  (or, in the
     event of an increase in the underfunding of such Plan solely as a result
     of a change after the date hereof  in any discount rate applicable to
     such Plan, $23,000,000)  the value of the assets of such Plan, and the
     present value of all benefit liabilities of all underfunded Plans (based
     on those assumptions used to fund each such Plan) did not, as of the
     last annual valuation dates applicable thereto, exceed by more than
     $19,000,000 (or, in the event of an increase in the underfunding of 
     such Plan solely as a result of a change after the date hereof in any
     discount rate applicable to such Plans, $23,000,000)  the value of the
     assets of all such underfunded Plans. Neither the Borrower nor any ERISA
     Affiliate has incurred any Withdrawal Liability that materially
     adversely affects the financial condition of the Borrower and its ERISA
     Affiliates, taken as a whole.  Neither the Borrower nor any ERISA
     Affiliate has received any notification that any Multiemployer Plan  is
     in reorganization or has been terminated within the meaning of Title IV
     of ERISA, and no Multiemployer Plan is reasonably expected to be in
     reorganization or to be terminated where such reorganization or
     termination has resulted or could reasonably be expected to result in an
     increase in the contributions required to be made to such Plan that
     would materially adversely affect the financial condition of the
     Borrower and its ERISA Affiliates, taken as a whole.

           SECTION 4.16. Environmental and Safety Matters. (a) After giving
     effect to the Acquisition, each of the Borrower and the Subsidiaries is
     in compliance with all Environmental and Safety Laws, with the
     exceptions of instances that will not in the aggregate result in any
     Material Adverse Effect.

           (b) Except as set forth on Schedule 4.16(b), (i) none of the
     Borrower or any Subsidiary has received notice of any failure to comply
     with Environmental and Safety Laws except for any such failure to comply
     that has been remedied; (ii) after giving effect to the Acquisition, the
     Borrower's and the Subsidiaries' plants and facilities do not use,
     manage, treat, store or dispose of any Hazardous Substances in violation
     of any Environmental and Safety Laws; (iii) after giving effect to the
     Acquisition, all material licenses, permits or registrations (or any
     extensions thereof) required under any Environmental and Safety Law for
     the business of the Borrower and the Subsidiaries as conducted or as
     contemplated by the Stock Purchase Agreement have been obtained and each
     of the Borrower and the Subsidiaries is in compliance therewith; and
     (iv) neither the Borrower nor any Subsidiary is in noncompliance with,
     breach of or default under any applicable writ, order, judgment,
     injunction or decree where such noncompliance, breach or default will
     materially and adversely affect the ability of the Borrower or any
     Subsidiary, as applicable, to operate any real property owned or leased
     by it, and, to the  best knowledge of the Borrower,  no event has
     occurred and is continuing that, with the passage of time or the giving
     of notice or both, will constitute such noncompliance, breach or default
     thereunder.

           (c) Except as set forth on Schedule 4.16(c), (i) no Hazardous
     Substance has been Released at, on or under any property owned, leased
     or operated by the Borrower or any Subsidiary during the period of
     Borrower's or any Subsidiary's ownership, lease or operation of such
     property, or to the knowledge of the Borrower at any time previous to
     such ownership,  lease or operation, under conditions that require
     remedial action under applicable Environmental and Safety Laws,
     (ii) neither the Borrower nor any of the Subsidiaries, to the best 
     knowledge of the Borrower and the Subsidiaries, transported or arranged
     for the transportation of any Hazardous Substances to any site listed,
     or proposed for listing, on the National Priorities List promulgated
     pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar
     state or foreign list of sites requiring investigation or cleanup and
     (iii) the Borrower is not aware of any event, condition or circumstance
     involving environmental pollution or contamination, or employee safety
     or health relating to the use or handling of, or exposure to, Hazardous
     Substances, that could reasonably be expected to result in any material
     liability on the part of the Borrower or any Subsidiary, individually or
     collectively.

           SECTION 4.17. Solvency. After giving effect to the Transactions to
     occur on the Closing Date, (a) the fair salable value of the assets of
     each of (i) the Borrower and the Subsidiaries on a consolidated basis
     and (ii) the Borrower will exceed the amount that will be required to be
     paid on or in respect of the existing debts and other liabilities
     (including contingent liabilities) of the Borrower and the Subsidiaries
     on a consolidated basis, and the Borrower, respectively, as they mature,
     (b) the assets of (i) the Borrower and the Subsidiaries on a
     consolidated basis and (ii) the Borrower will not constitute
     unreasonably small capital to carry out their businesses as conducted or
     as proposed to be conducted, including satisfying the capital needs of
     the Borrower and the Subsidiaries on a consolidated basis, or the
     Borrower, respectively (taking into account, in each case, the
     particular capital requirements of the businesses conducted by such
     entities and the projected capital requirements and capital availability
     of such businesses), and (c) none of the Borrower or the Subsidiaries
     intends to, nor do they believe that they will, incur debts beyond their
     ability to pay such debts as they mature (taking into account the timing
     and amounts of cash to be received by them and the amounts to be payable
     on or in respect of their obligations).

           SECTION 4.18. Employment and Management Agreements. Except as
     disclosed on Schedule 4.18, as of the Closing Date there are no
     (a) employment agreements covering management employees of the Borrower
     or any Subsidiary or other material agreements relating to the
     compensation of management employees (including the issuance of
     securities of the Borrower or any Subsidiary to management employees),
     (b) agreements for management or consulting services to which the
     Borrower or any Subsidiary is a party or by which any of them is bound
     or (c) collective bargaining agreements or other labor agreements
     covering any of the employees of the Borrower or any Subsidiary.

           SECTION 4.19. Capitalization. (a) As of the Closing Date, the
     authorized capital stock of the Borrower consists of 20,000,000 shares
     of common stock and 4,000,000 shares of preferred stock. 

           (b) As of the Closing Date and after giving effect to the
     Transactions, the authorized capital stock of Foodservice Corp. consists
     of 1,000 shares of common stock, all of which will be issued and
     outstanding.  All outstanding shares of capital stock of Foodservice
     Corp. are fully paid and nonassessable.  As of the Closing Date and
     after giving effect to the Transactions, the Borrower will own and
     control, directly, of record and beneficially, 100% of each class of
     outstanding capital stock of Foodservice Corp. free and clear of all
     adverse claims or Liens (other than any Lien under the Security
     Documents).

           (c) Except as set forth on Schedule 4.19(c), as of the Closing
     Date there are, and thereafter there will be, no outstanding
     subscriptions, options, warrants, calls, rights (including preemptive
     rights) or other agreements or commitments (including pursuant to
     management or employee stock plan or similar plan) of any nature
     relating to any capital stock of any Subsidiary.

           SECTION 4.20. Security Documents. (a) The Pledge Agreement is
     effective to create in favor of the Collateral Agent, for the ratable
     benefit of the Secured Parties, a legal, valid and enforceable security
     interest in the Collateral (as defined in the Pledge Agreement) and
     proceeds thereof and, when the Collateral is delivered to the Collateral
     Agent, the Pledge Agreement shall constitute a fully perfected first
     priority Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person.

           (b) The Security Agreement is effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable security interest in the Collateral (as
     defined in the Security Agreement) and proceeds thereof, and when
     financing statements in appropriate form are filed in the offices
     specified on Schedule 4.20, the Security Agreement shall constitute a
     fully perfected Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           (c) The Mortgages are effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable Lien on all of Borrower's and the
     Subsidiary Guarantors' right, title and interest in and to the Mortgaged
     Properties thereunder and the proceeds thereof, and, when the Mortgages
     are filed in the offices specified on Schedule 1.01(b), the Mortgages
     shall constitute fully perfected Liens on, and security interests in,
     all right, title and interest of the Borrower  and the Subsidiary
     Guarantors in such Mortgaged Properties and the proceeds thereof, in
     each case prior and superior in right to any other Person, other than
     with respect to the rights of Persons pursuant to Liens expressly
     permitted by Section 7.02.

           
                       (d) The Trademark Security Agreement is effective to
     create in favor of the Collateral Agent, for the ratable benefit of the
     Secured Parties, a legal, valid and enforceable security interest in the
     Collateral (as defined in the Trademark Security Agreement) and the
     proceeds thereof, and upon the filing of assignment statements with the
     United States Patent and Trademark Office, together with financing
     statements in appropriate form filed in the offices specified on
     Schedule 4.20, the Trademark Security Agreement shall constitute a fully
     perfected Lien on, and security interest in, all right title and
     interest of the Borrower and the Subsidiary Guarantors in such
     Collateral and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           (e) The Collateral Assignment is effective to create in favor of
     the Collateral Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and enforceable assignment of, transfer of all right, title
     and interest of the Borrower  and the Subsidiary Guarantors in, and
     security interest in, the Assigned Contracts (as defined in the
     Collateral Agreement) and proceeds thereof, and when financing
     statements in appropriate form are filed in the offices specified on
     Schedule 4.20, the Collateral Assignment shall constitute a fully
     perfected Lien on, and security interest in, all right, title and
     interest of the Borrower and the Subsidiary Guarantors in such Assigned
     Contracts and the proceeds thereof, in each case prior and superior in
     right to any other Person, other than with respect to Liens expressly
     permitted by Section 7.02.

           SECTION 4.21. Labor Matters. As of the Closing Date, there are no
     strikes, lockouts or slowdowns against the Borrower or any Subsidiary
     pending or, to the Borrower's knowledge, threatened. The hours worked by
     and payment made to employees of the Borrower and each Subsidiary have
     not been in violation of the Fair Labor Standards Act or any other
     applicable Federal, state, local or foreign law dealing with such
     matters, where such violations could reasonably be expected to result in
     a Material Adverse Effect. The consummation of the Transactions will not
     give rise to a right of termination or right of renegotiation on the
     part of any union under any collective bargaining agreement to which the
     Borrower or any Subsidiary is a party or by which the Borrower or any
     Subsidiary is bound on the Closing Date.

           SECTION 4.22. Location of Real Property and Leased Premises. (a)
     Schedule 4.22(a) lists completely and correctly as of the Closing Date
     all real property owned by the Borrower and the Subsidiaries and the
     addresses thereof.  The Borrower or the applicable Subsidiary own in fee
     all the real property set forth on Schedule 4.22(a).
      
           (b) Schedule 4.22(b) lists completely and correctly as of the
     Closing Date all real property leased or subleased by the Borrower and
     the Subsidiaries and the addresses thereof. The Borrower or the
     applicable Subsidiary has a valid lease or sublease in all the real
     property set forth on Schedule 4.22(b).

           SECTION 4.23. Insurance. Each of the Borrower and the Subsidiaries
     maintains with financially sound insurance companies insurance on all
     its properties in at least such amounts and against at least such risks
     (but, including in any event, all-risk casualty, public liability,
     product liability and business interruption) as are usually insured
     against in the same general geographic area by companies engaged in the
     same or similar business.

           SECTION 4.24. Delivery of Documents. (a) The Borrower has
     previously made available to the Agent true, correct and complete copies
     of all real property leases or subleases, easement agreements, option
     agreements and other agreements, instruments and documents (whether or
     not recorded) that encumber or otherwise affect the real property listed
     on Schedules 4.22(a) and 4.22(b).

           (b) On or prior to the Closing Date, each Lender has received
     complete certified copies (as certified to by the Secretary of the
     Borrower) of the Stock Purchase Agreement, including all exhibits,
     schedules and disclosure letters referred to therein or delivered
     pursuant thereto (if any), and all amendments thereto, waivers relating
     thereto and other side letters or agreements affecting the terms
     thereof. None of such documents and agreements has been amended,
     supplemented or otherwise modified in any respect, nor have any of the
     provisions thereof been waived, except pursuant to a written agreement
     or instrument that has heretofore been consented to by the Required
     Lenders.

           (c) The Stock Purchase Agreement has been duly executed and
     delivered by each party thereto and each of the material terms and
     provisions thereof is in full force and effect. Except as set forth on
     Schedule 4.24(c), to the Borrower's knowledge, each of the
     representations and warranties of the Borrower, as successor in interest
     to the Seller, set forth in the Stock Purchase Agreement is true and
     correct on and as of the date hereof.  To the Borrower's knowledge, each
     of the representations and warranties relating to Foodservice Corp. set
     forth in the Stock Purchase Agreement is true and correct on and as of
     the date hereof.

           SECTION 4.25. Fees and Expenses. The aggregate amount of fees and
     expenses incurred in connection with the Transactions by the Borrower
     and the Subsidiaries has not and will not exceed $7,000,000.

           SECTION 4.26. Designated Senior Indebtedness. The Obligations and
     the guarantees thereof pursuant to the Guarantee Agreement constitute
     "Designated Senior Indebtedness" under the Subordinated Note Indenture.

                                     ARTICLE V

              Conditions of Lending and Issuance of Letters of Credit

           The obligations of the Lenders to make Loans hereunder and the
     obligation of the Fronting Bank to issue any Letter of Credit (each, a
      Credit Event ) hereunder are subject to the satisfaction of the
     following conditions:

           SECTION 5.01. All Credit Events. On the date of each Credit Event,
     other than any Revolving Loan made pursuant to Section 2.02(f):

                 (a) The Agent and, where applicable, the Fronting Bank shall
           have received a notice of such Credit Event as required by
           Section 2.03 and Section 3.01(c), respectively.

                 (b) The representations and warranties set forth in
           Article IV hereof  shall be true and correct in all respects on
           and as of the date of such Credit Event with the same effect as
           though made on and as of such date, except to the extent such
           representations and warranties expressly relate to an earlier
           date.

                 (c) The Borrower and each Subsidiary Guarantor shall be in
           compliance with all terms and provisions set forth herein and in
           each other Loan Document on its part to be observed or performed,
           and at the time of and immediately after such Credit Event no
           Event of Default or Default shall have occurred and be continuing.

                 (d) In the case of each Revolving Credit Borrowing or
           issuance of a Letter of Credit, (i) the Agent shall have received
           a Borrowing Base Certificate in accordance with Section 6.04(e)
           and (ii) at such time, the Revolving Credit Utilization (after
           giving effect to such Credit Event) shall not exceed the then-
           current Borrowing Base.

                 (e) In the case of a Borrowing all or part of the proceeds
           of which are to be used to finance all or part of the purchase
           price to be paid in connection with any Permitted Acquisition, the
           principal amount of such Borrowing so applied shall not exceed the
           lesser of (i) the purchase price paid in connection with such
           Permitted Acquisition, together with the costs and reasonable
           expenses related to such Permitted Acquisition, and (ii) the
           difference between (A) $15,000,000 and (B) the amount of all
           Borrowings used to finance all or part of the purchase price to be
           paid and such related costs and expenses in connection with
           Permitted Acquisitions since the Closing Date.

     Each Credit Event shall be deemed to constitute a representation and
     warranty by the Borrower on the date of such Credit Event as to the
     matters specified in paragraphs (b) and (c) of this Section 5.01.
     Neither (a) continuations and conversions of Term Borrowings pursuant to
     Section 2.10 nor (b) Revolving Credit Borrowings pursuant to Section
     2.02(e) in which Revolving Loans are refinanced without any increase in
     the aggregate principal amount of Revolving Loans outstanding shall be
     deemed to be Borrowings for purposes of this Section 5.01.

           SECTION 5.02. First Borrowing. On the Closing Date:

                 (a) The Agent shall have received a favorable written
           opinion of (i) Skadden, Arps, Slate, Meagher & Flom, counsel for
           the Borrower and the Subsidiary Guarantors, to the effect set
           forth in Exhibit L-1, (ii) Frank W. Bonvino, General Counsel of
           the Seller, to the effect set forth in Exhibit L-2, (iii) Foley &
           Lardner, special Wisconsin counsel to the Borrower and the
           Subsidiary Guarantors, to the effect set forth in Exhibit L-3,
           (iv) Shook, Hardy & Bacon P.C., Missouri counsel to the  Borrower
           and the Subsidiary Guarantors, to the effect set forth in
           Exhibit L-4, (v) Popham, Haik, Schnobrich & Kaufman, special
           Minnesota counsel to the Borrower and the Subsidiary Guarantors,
           to the effect set forth in Exhibit L-5  and (vi) each local
           counsel listed on Schedule 5.02(a) to the effect set forth in
           Exhibit L-6, in each case (A) dated the Closing Date,
           (B) addressed to the Agent, the Fronting Bank, the Lenders and the
           Collateral Agent and (C) covering such other matters incidental to
           the Loan Documents and the Transactions as the Agent shall
           request. The Borrower hereby instructs each such counsel to
           deliver its opinion to the Agent.

                 (b) All legal matters incident to this Agreement and the
           Borrowings hereunder shall be satisfactory to the Lenders and
           their counsel and to Cravath, Swaine & Moore, counsel for the
           Agent.

                 (c) The Agent shall have received (i) a copy of the
           certificate of incorporation, including all amendments thereto, of
           each of the Borrower and each Subsidiary Guarantor, certified as
           of a recent date by the Secretary of State of the state of its
           incorporation, and a certificate as to the good standing of each
           of the Borrower and each Subsidiary Guarantor as of a recent date,
           from such Secretary of State; (ii) a certificate of the Secretary
           or Assistant Secretary of each of the Borrower and each Subsidiary
           Guarantor dated the Closing Date and certifying (A) that attached
           thereto is a true and complete copy of the by-laws of the Borrower
           or such Subsidiary Guarantor, as the case may be, as in effect on
           the Closing Date and at all times since a date prior to the date
           of the resolutions described in clause (B) below, (B) that
           attached thereto is a true and complete copy of resolutions duly
           adopted by the Board of Directors of the Borrower or such
           Subsidiary Guarantor, as the case may be, authorizing the
           execution, delivery and performance of the Transaction Documents
           and the borrowings hereunder, and that such resolutions have not
           been modified, rescinded or amended and are in full force and
           effect, (C) that the certificate of incorporation of the Borrower
           or such Subsidiary Guarantor, as the case may be, has not been
           amended since the date of the last amendment thereto shown on the
           certificate of good standing furnished pursuant to clause (i)
           above and (D) as to the incumbency and specimen signature of each
           officer executing any Transaction Document or any other document
           delivered in connection herewith on behalf of the Borrower or such
           Subsidiary Guarantor, as the case may be; (iii) a certificate of
           another officer as to the incumbency and specimen signature of the
           Secretary or Assistant Secretary executing the certificate
           pursuant to (ii) above; and (iv) such other documents as the
           Lenders or their counsel or Cravath, Swaine & Moore, counsel for
           the Agent, may reasonably request.

                 (d) The Agent shall have received a certificate, dated the
           Closing Date and signed by a Financial Officer of the Borrower,
           confirming compliance with the conditions precedent set forth in
           paragraphs (b) and (c) of Section 5.01.

                 (e) The Agent shall have received all Fees and other amounts
           due and payable on or prior to the Closing Date.

                 (f) (i) The Existing Credit Agreement and all commitments
           thereunder to lend shall have been terminated, all amounts
           outstanding thereunder shall have been paid in full and all Liens
           on the property or assets of the Borrower or any Subsidiary
           securing any obligations thereunder or under any related agreement
           shall have been released and (ii) the Agent shall have received
           evidence satisfactory in form and substance to it demonstrating
           such termination, payment and release.

                 (g) The Guarantee Agreement shall have been duly executed by
           the Subsidiary Guarantors and the Collateral Agent, and shall be
           in full force and effect.  The Indemnity, Subrogation and
           Contribution Agreement shall have been duly executed by the
           Borrower, the Subsidiary Guarantors and the Collateral Agent and
           shall be in full force and effect.

                 (h) The Pledge Agreement shall have been duly executed by
           the parties thereto and delivered to the Collateral Agent and
           shall be in full force and effect, and all capital stock and debt
           securities to be pledged thereunder shall have been duly and
           validly pledged to the Collateral Agent for the ratable benefit of
           the Secured Parties and certificates representing such shares and
           securities, accompanied by instruments of transfer and stock
           powers endorsed in blank, shall be in the actual possession of the
           Collateral Agent.

                 (i) Each of the Security Agreement, the Trademark Security
           Agreement and the Collateral Assignment required to be executed by
           the Collateral Agent shall have been duly executed by the Borrower
           and all other parties thereto and shall have been delivered to the
           Collateral Agent and shall be in full force and effect on such
           date and each document (including each Uniform Commercial Code
           financing statement) required by law or reasonably requested by
           the Agent to be filed, registered or recorded in order to create
           in favor of the Collateral Agent for the benefit of the Secured
           Parties a valid, legal and perfected first-priority security
           interest in or lien on the Collateral (subject to any Lien
           expressly permitted by Section 7.02) described in each of such
           agreements shall have been delivered to the Collateral Agent.

                 (j) The Collateral Agent shall have received the results of
           a search of the Uniform Commercial Code filings (or equivalent
           filings) made with respect to the Borrower and the Subsidiary
           Guarantors in the States (or other jurisdictions) in which are
           located the chief executive offices of such Persons, any offices
           of such Persons in which records have been kept relating to
           Receivables and the other jurisdictions in which Uniform
           Commercial Code filings (or equivalent filings) are to be made
           pursuant to the preceding paragraph, together with copies of the
           financing statements (or similar documents) disclosed by such
           search, and accompanied by evidence satisfactory to the Agent that
           the Liens indicated in any such financing statement (or similar
           document) would be permitted under Section 7.02 or have been
           released.

                 (k) The Collateral Agent shall have received a Perfection
           Certificate with respect to each of the Borrower and each
           Subsidiary Guarantor dated the Closing Date and duly executed by a
           Responsible Officer of the Borrower.

                 (l) (i) Each of the Security Documents, in form and
           substance satisfactory to the Lenders, relating to each of the
           Mortgaged Properties (including each Mortgage) shall have been
           duly executed by the parties thereto and delivered to the
           Collateral Agent and shall be in full force and effect, (ii) each
           of such Mortgaged Properties shall not be subject to any Lien
           other than those permitted under Section 7.02, (iii) each of such
           Security Documents shall have been filed and recorded in the
           recording office as specified on Schedule 1.01(b) (or a lender's
           title insurance policy, in form and substance acceptable to Agent,
           insuring such Security Document as a first lien on such Mortgaged
           Property (subject to any Lien expressly permitted by Section 7.02)
           shall have been received by Agent) and, in connection therewith,
           the Agent shall have received evidence satisfactory to it of each
           such filing and recordation and (iv) the Collateral Agent shall
           have received such other documents, including a policy or policies
           of title insurance issued by a nationally recognized title
           insurance company, together with such endorsements, coinsurance
           and reinsurance as may be requested by the Agent, the Fronting
           Bank and the Lenders, insuring the Mortgages as valid first liens
           on the Mortgaged Properties, free of Liens other than those
           permitted under Section 7.02, together with such surveys,
           abstracts, appraisals and legal opinions required to be furnished
           pursuant to the terms of the Mortgages or as reasonably requested
           by the Agent, the Fronting Bank or the Lenders.

                 (m) The Borrower and the Subsidiaries shall have obtained 
           insurance on their respective properties and assets in compliance
           with Section 6.02 and the applicable provisions of the Security
           Documents.

                 (n) All policies of insurance maintained by the Borrower 
           and the Subsidiaries pursuant to Section 6.02 shall have been
           endorsed or otherwise amended to include a  standard  or  New
           York  lender's loss payable endorsement, in form and substance
           reasonably satisfactory to the Agent and the Collateral Agent,
           which endorsement shall provide that, from and after the Closing
           Date, the insurance carrier shall pay all proceeds otherwise
           payable to the Borrower or the Subsidiaries under such policies
           directly to the Collateral Agent if the insurance carrier shall
           have received written notice from the Agent or the Collateral
           Agent that an Event of Default has occurred.

                 (o) After giving effect to the Transactions, the amount
           available to be borrowed under the Revolving Facility shall not be
           less than $25,000,000.

                 (p) The Acquisition shall have been consummated or shall be
           consummated simultaneously with the closing of the Facilities in
           accordance with applicable law and the Stock Purchase Agreement
           (as in effect on March 17, 1994) and on terms satisfactory to the
           Lenders.

                 (q) After giving effect to the Acquisition and the other
           Transactions, the Borrower and the Subsidiaries shall have no
           liabilities other than (i) the Loans under the Facilities,
           (ii) the Subordinated Notes and (iii) other liabilities
           satisfactory to the Lenders and Indebtedness permitted under
           Section 7.01.

                 (r) The Lenders shall have received a pro forma consolidated
           balance sheet of the Borrower and the Subsidiaries as of the
           Closing Date, after giving effect to the Acquisition and the other
           Transactions, and the Lenders shall be satisfied with such balance
           sheet.

                 (s) The Lenders shall have received audited consolidated
           financial statements of Foodservice Corp. for the fiscal years
           ended February 1992 and February 1993 and for the nine months
           ended November 27, 1993, which financial statements shall have
           been prepared in accordance with GAAP and shall be in form and
           substance satisfactory to the Lenders and be accompanied by a
           report thereon prepared by KPMG Peat Marwick.

                 (t) The Lenders shall have received unaudited consolidated
           financial statements of (i) the Borrower for the three-month
           period ending April 2, 1994, and (ii)  Foodservice Corp. for the
           periods beginning (A) November 28, 1993, and ending on
           February 26, 1994, and (B) February 27, 1994, and ending on
           April 30, 1994, which financial statements shall have been
           prepared in accordance with GAAP applied on a basis consistent
           with the financial statements referred to in paragraph (t) above,
           subject to normal year-end audit adjustments and to the absence of
           footnotes required thereby.

                 (u) The Lenders shall be satisfied with the results of an
           examination of the accounts receivable and inventory of the
           Borrower and the Subsidiary Guarantors.

                 (v) The Borrower and the Subsidiaries shall have established
           cash management procedures, including concentration accounts,
           satisfactory to the Lenders.

                 (w) The Lenders shall be satisfied with all arrangements to
           be in place following the Closing Date between the Borrower
           (and/or Foodservice Corp.) and the Seller, including arrangements
           relating to trademark licensing, agreements not to compete and
           agreements to provide transitional services.  Unless otherwise
           agreed to by the Lenders, all such arrangements shall be on an
           arm's-length basis.

                 (x) The Lenders shall be satisfied with all legal, tax and
           accounting matters relating to the Acquisition, the financing
           therefor and all other transactions contemplated hereby.

                 (y) All requisite Governmental Authorities and third parties
           shall have approved or consented (excluding any consent relating
           to the Borrower's facility located at Cherokee, Iowa) to the
           Acquisition and the other Transactions to the extent required, all
           applicable appeal periods shall have expired and there shall be no
           governmental or judicial action, actual or threatened, that has or
           would have a reasonable likelihood of restraining, preventing or
           imposing burdensome conditions on the transactions contemplated
           hereby.

                 (z) There shall be no litigation or administrative
           proceedings or other legal or regulatory developments, actual or
           threatened (including any proposed statute, rule or regulation),
           that, in the judgment of the Lenders, involve a reasonable
           possibility of a Material Adverse Effect or a material adverse
           effect on the Acquisition.

                 (aa) There shall not have occurred, since November 27, 1993,
           any change that in the judgment of the Lenders could reasonably be
           expected to result in a Material Adverse Effect or a material
           adverse effect on the Acquisition.

                 (bb) The Mortgaged Properties shall each be in substantial
           compliance with all applicable material laws, rules, regulations,
           statutes (including any zoning, building, Environmental and Safety
           Law, ordinance, code or approval or any building permits) and all
           restrictions of record and all material agreements affecting the
           Mortgaged Property and all decrees or orders of any Governmental
           Authority with jurisdiction with respect thereto.

                 (cc) Each Lender shall have received the certified documents
           required to be delivered to it pursuant to Section 4.24(b).

                 (dd) The Agent shall have received for each of the Mortgaged
           Properties the following:

                       (i) (A) a copy of the original permanent or temporary
                 certificate of occupancy, if any, issued upon completion of
                 each Mortgaged Property (or any amendment issued upon
                 completion of any alteration) by the appropriate
                 Governmental Authority or appropriate evidence that the use
                 and occupancy of each Mortgaged Property is authorized or
                 (B) a letter from an appropriate Governmental Authority
                 stating that at the time of construction certificates of
                 occupancy were not required for each such Mortgaged Property
                 for which a certificate as described above has not been
                 delivered and, if reasonably requested by the Agent or
                 Collateral Agent, suitable evidence of the date of
                 construction of each improvement on such Mortgaged Property;

                       (ii) a copy of all material applications, licenses,
                 permits and authorizations which are necessary for the
                 construction and operation of the Mortgaged Property; and 

                       (iii) one of the following:  (A) a written
                 confirmation from the applicable zoning commission or other
                 appropriate Governmental Authority stating that each
                 Mortgaged Property complies with existing land use and
                 zoning ordinances, regulations and restrictions applicable
                 to such Mortgaged Property, (B) an opinion from local
                 counsel acceptable to the Agent to the same effect as
                 covered by clause (A) above, or (C) a zoning endorsement
                 satisfactory to the Agent in connection with the Collateral
                 Agent's mortgagee title insurance policy of such Mortgaged
                 Property.

                 (ee) None of the Borrower or any Subsidiary shall be in
           default in any manner under any provision of any indenture or
           other agreement or instrument evidencing Indebtedness, or any
           other material agreement or instrument to which it is a party or
           by which it or any of its properties are or may be bound, where
           such default could reasonably be expected to result in a Material
           Adverse Effect.

                                    ARTICLE VI

                               Affirmative Covenants

           The Borrower covenants and agrees with each Lender, the Agent and
     the Fronting Bank that, so long as the principal of or interest on any
     Loan or LC Disbursement, any Fees or any other expenses or amounts
     payable under any Loan Document shall be unpaid, unless the Required
     Lenders shall otherwise consent in writing, the Borrower will and will
     cause each of the Subsidiaries to:

           SECTION 6.01. Existence; Businesses and Properties. (a) Except as
     expressly permitted by Section 7.05, do or cause to be done all things
     necessary to preserve, renew and keep in full force and effect its legal
     existence.

           (b) Do or cause to be done all things necessary to obtain,
     preserve, renew, extend and keep in full force and effect the rights,
     licenses, permits, franchises, authorizations, patents, copyrights,
     trademarks and trade names material to the conduct of its business;
     maintain and operate such business in substantially the manner in which
     it is currently conducted and operated (or, in the case of any business
     acquired in a Permitted Acquisition, in substantially the manner in
     which it is conducted and operated as of the date on which such
     Permitted Acquisition is consummated); comply in all material respects
     with all material applicable laws, rules, regulations and statutes
     (including any zoning, building, Environmental and Safety Law,
     ordinance, code or approval or any building permits or any restrictions
     of record or agreements affecting the Mortgaged Property) and decrees
     and orders of any Governmental Authority, whether now in effect or
     hereafter enacted; and at all times maintain and preserve all property
     material to the conduct of such business and keep such property in good
     repair, working order and condition and from time to time make, or cause
     to be made, all needful and proper repairs, renewals, additions,
     improvements and replacements thereto necessary in order that the
     business carried on in connection therewith may be properly conducted at
     all times.

           (c) Maintain all financial records in accordance with GAAP.

           SECTION 6.02. Insurance. (a) Keep its properties (including
     Improvements and Personal Property (each as defined in the Mortgages))
     insured at all times by financially sound and reputable insurers against
     loss by fire, casualty and such other hazards as may be afforded by an
      all risk  policy or a fire policy covering  special  causes of loss,
     including building ordinance law endorsements; cause all such policies
     to be endorsed or otherwise amended to include a  standard  or  New
     York  lender's loss payable endorsement, in form and substance
     reasonably satisfactory to the Agent and the Collateral Agent, which
     endorsement shall provide that, from and after the Closing Date, the
     insurance carrier shall pay all proceeds otherwise payable to the
     Borrower or the applicable Subsidiary under such policies directly to
     the Collateral Agent if the insurance carrier shall have received
     written notice from the Agent or the Collateral Agent that an Event of
     Default has occurred); cause all such policies to provide that neither
     the Borrower, the Agent, the Collateral Agent nor any other party shall
     be a coinsurer thereunder and to contain a  Replacement Cost
     Endorsement , without any deduction for depreciation, and such other
     provisions as the Agent or the Collateral Agent may reasonably require
     from time to time to protect its interest; deliver original or certified
     copies of all such policies to the Collateral Agent at its request;
     cause each such policy to provide that it shall not be canceled,
     modified or not renewed (i) by reason of nonpayment of premium upon not
     less than 10 days' prior written notice thereof by insurer to the Agent
     and the Collateral Agent or (ii) for any other reason upon not less than
     30 days' prior written notice thereof by insurer to the Agent and the
     Collateral Agent; deliver to the Agent and the Collateral Agent, prior
     to the cancellation, modification or nonrenewal of any such policy of
     insurance, a copy of a renewal or replacement policy (or other evidence
     of renewal of a policy previously delivered to the Agent and the
     Collateral Agent) together with evidence satisfactory to the Agent and
     the Collateral Agent of payment of the premium therefor; and cause each
     all risk policy to be endorsed to provide for a waiver by the related
     insurer of all its rights to recovery against the Borrower or any
     Subsidiary for damage covered by such policy.

           (b) If at any time the area in which the Premises (as defined in
     the Mortgages) are located is designated (i) a  flood hazard area  in
     any Flood Insurance Rate Map published by the Federal Emergency
     Management Agency, obtain flood insurance in such total amount as the
     Collateral Agent or the Agent may from time to time reasonably require,
     and otherwise comply with the National Flood Insurance Program as set
     forth in said Flood Disaster Protection Act of 1973, as it may be
     amended from time to time or (ii) a  Zone 1  area, obtain earthquake
     insurance in such total amount as the Agent, the Collateral Agent or the
     Required Lenders may from time to time require.

           (c) With respect to any Mortgaged Property, carry and maintain
     comprehensive general liability insurance including the  broad form CGL
     endorsement  and coverage on an occurrence basis against claims made for
     personal injury (including bodily injury, death and property damage) and
     umbrella liability insurance against any and all claims, in no event for
     a combined single limit of less than $5,000,000, naming the Collateral
     Agent as an additional insured, on forms reasonably satisfactory to the
     Collateral Agent.

           (d) Notify the Agent and the Collateral Agent immediately whenever
     any separate insurance concurrent in form or contributing in the event
     of loss with that required to be maintained under this Section 6.02 is
     taken out by the Borrower or any Subsidiary; and promptly deliver to the
     Agent and the Collateral Agent a duplicate original copy of such policy
     or policies.

           (e) In connection with the covenants set forth in this
     Section 6.02, it is understood and agreed that:

                 (i) neither the Agent, the Lenders, the Fronting Bank, nor
           their agents or employees shall be liable for any loss or damage
           insured by the insurance policies required to be maintained under
           this Section 6.02, it being understood that (A) the Borrower and
           the Subsidiaries shall look solely to its insurance company or any
           other parties other than the aforesaid parties for the recovery of
           such loss or damage and (B) such insurance company shall have no
           rights of subrogation against the Agent, the Collateral Agent, the
           Lenders, the Fronting Bank or their agents or employees. If,
           however, the insurance policies do not provide waiver of
           subrogation rights against such parties, as requested above, then
           the Borrower hereby agrees, to the extent permitted by law, to
           waive (or cause the applicable Subsidiary to waive) its right of
           recovery, if any, against the Agent, the Collateral Agent, the
           Lenders, the Fronting Bank and their agents and employees; and

                 
                 (ii) the designation of any form, type or amount of insurance
           coverage by the Agent or the Collateral Agent under this
           Section 6.02, shall in no event be deemed a representation,
           warranty or advice by the Agent or the Collateral Agent or any
           Lender that such insurance is adequate for the purposes of the
           Borrower's or any Subsidiary's business or the protection of the
           Borrower's or any Subsidiary's properties.

           SECTION 6.03. Obligations and Taxes.  Pay and discharge promptly
     when due all material taxes, assessments and governmental charges or
     levies imposed upon it or upon its income or profits or in respect of
     its property, before the same shall become delinquent or in default, as
     well as all lawful claims for labor, materials and supplies or otherwise
     that, if unpaid, might give rise to a Lien upon such properties or any
     part thereof; provided, however, that such payment and discharge shall
     not be required with respect to any such obligation, tax, assessment,
     charge, levy or claim so long as the validity or amount thereof shall be
     contested in good faith by appropriate proceedings and the Borrower or
     the applicable Subsidiary shall have set aside on its books adequate
     reserves with respect thereto in accordance with GAAP and such contest
     operates to suspend collection of the contested obligation, tax,
     assessment or charge and enforcement of a Lien and, in the case of a
     Mortgaged Property, there is no risk of forfeiture of such property.

           SECTION 6.04. Financial Statements, Reports, etc. Furnish to the
     Agent and each Lender:

                 (a) as soon as available, and in no event later than 90 days
           after the end of each fiscal year (or 105 days if the Securities
           and Exchange Commission has granted an extension to the Borrower
           of the time to file its financial statements for such fiscal
           period), the consolidated and consolidating balance sheets and
           related statements of income and cash flow, showing the
           consolidated financial condition of the Borrower and its
           consolidated subsidiaries as of the close of such fiscal year and
           the results of their operations during such year, audited by
           Coopers & Lybrand or other independent public accountants of
           recognized national standing reasonably acceptable to the Required
           Lenders and accompanied by an opinion of such accountants (which
           shall not be qualified in any material respect) to the effect that
           such consolidated financial statements fairly present the
           consolidated financial condition and results of operations of the
           Borrower and its consolidated subsidiaries on a consolidated basis
           in accordance with GAAP consistently applied;

                 (b) as soon as available, and in no event later than 45 days
           (or 50 days if the Securities and Exchange Commission has granted
           an extension to the Borrower of the time to file its financial
           statements for such fiscal period) after the end of each of the
           first three fiscal quarters of each fiscal year, the unaudited
           consolidated and consolidating balance sheets and related
           statements of income and changes in financial position, showing
           the consolidated financial condition of the Borrower and its
           consolidated subsidiaries as of the close of such fiscal quarter
           and the results of their operations during such fiscal quarter and
           the then elapsed portion of the fiscal year, all certified by a
           Financial Officer of the Borrower as fairly presenting the
           consolidated financial condition and results of operations of the
           Borrower and its consolidated subsidiaries in accordance with GAAP
           consistently applied, subject to normal year-end audit
           adjustments;

                 (c) concurrently with any delivery of financial statements
           under (a) or (b) above, a certificate of the accounting firm or a
           Financial Officer of the Borrower opining on or certifying such
           statements (which certificate, when furnished by an accounting
           firm, may be limited to accounting matters and disclaim
           responsibility for legal interpretations) (i) certifying that no
           Event of Default or Default has occurred or, if such an Event of
           Default or Default has occurred, specifying the nature and extent
           thereof and any corrective action taken or proposed to be taken
           with respect thereto and (ii) setting forth computations in
           reasonable detail satisfactory to the Agent demonstrating
           compliance with the covenants contained in Sections 7.14, 7.15 and
           7.16;

                 (d) promptly after the same become publicly available,
           copies of all periodic and other reports, proxy statements and
           other materials filed by Borrower or any of the Subsidiaries with
           the Securities and Exchange Commission, or any governmental
           authority succeeding to any of or all the functions of said
           Commission, or with any national securities exchange, or
           distributed to any of their shareholders or holders of their debt
           securities, as the case may be;

                 (e) promptly after the end of each fiscal month (but in no
           event later than the sixth Business Day of the following month) a
           Borrowing Base Certificate as of the last day of the fiscal month
           most recently ended (it being understood that nothing in this
           paragraph (e) shall limit the ability of the Borrower to deliver a
           Borrowing Base Certificate more frequently than once each fiscal
           month):

                 (f) promptly following the preparation thereof, copies of
           each management letter prepared by the Borrower's auditors
           (together with any response thereto prepared by the Borrower);

                 (g) not later than 30 days (or 60 days in the case of the
           fiscal year ending December 30, 1995) after the commencement of
           each fiscal year, forecasted financial projections through the end
           of such fiscal year, in substantially the same form and format as
           set forth in Section 9 of the Confidential Information Memorandum
           (including a specification of the underlying assumptions), all
           certified by a Financial Officer of the Borrower to be a good
           faith estimate of the forecasted financial projections for such
           fiscal year;

                 (h) at least ten Business Days prior to any Permitted
           Acquisition, financial projections covering the period from the
           date of such Permitted Acquisition through the Maturity Date
           giving effect to such Permitted Acquisition and demonstrating
           compliance by the Borrower on a pro forma basis with the covenants
           set forth in Article VII from and after the date of, and after
           giving effect to, such Permitted Acquisition through the Maturity
           Date;

                 (i) upon the earlier of (i) 105 days after the end of each
           fiscal year of the Borrower and (ii) the date on which the
           financial statements with respect to such period are delivered
           pursuant to paragraph (a) above, a certificate of a Financial
           Officer of the Borrower setting forth, in detail reasonably
           satisfactory to the Agent, the amount of Excess Cash Flow, if any,
           for such period;

                 (j) promptly, from time to time, such other information
           regarding the operations, business affairs and financial condition
           of the Borrower and the Subsidiaries, or compliance with the terms
           of any Loan Document, as the Agent, the Fronting Bank or any
           Lender may reasonably request;

                 (k) promptly, a copy of any notice of a default received by
           the Borrower or any Subsidiary Guarantor under any other Loan
           Document;

                 (l) promptly, notice of any material change in or addition
           to the types of Inventory maintained on the date hereof.

           SECTION 6.05. Litigation and Other Notices. Furnish to the Agent,
     the Fronting Bank, the Collateral Agent and each Lender prompt written
     notice of the occurrence of the following:

                 (a) any Event of Default or Default, specifying the nature
           and extent thereof and the corrective action (if any) proposed to
           be taken with respect thereto;

                 (b) the filing or commencement of, or any threat or notice
           of intention of any Person to file or commence, any action, suit
           or proceeding, whether at law or in equity or by or before any
           Governmental Authority, against the Borrower or any Affiliate
           thereof that, if adversely determined, could reasonably be
           expected to result in a Material Adverse Effect;  and

                 (c) any development that has resulted in, or could
           reasonably be anticipated to result in, a Material Adverse Effect.

           SECTION 6.06. ERISA. (a) Comply in all material respects with the
     applicable provisions of ERISA and the Code and (b) furnish to the
     Agent, the Fronting Bank and each Lender (i) as soon as possible, and in
     any event within 30 days after any Responsible Officer of the Borrower
     or any ERISA Affiliate either knows or has reason to know that any
     Reportable Event has occurred that alone or together with any other
     Reportable Event could reasonably be expected to result in liability of
     the Borrower or any ERISA Affiliate to the PBGC in an aggregate amount
     exceeding $19,000,000 (or, in the event of an increase in the
     underfunding of any Plan solely as a result of a change after the date
     hereof in any discount rate applicable to such Plan, $23,000,000), a
     statement of a Financial Officer of the Borrower setting forth details
     as to such Reportable Event and the action proposed to be taken by the
     Borrower with respect thereto, together with a copy of the notice, if
     any, of such Reportable Event given to the PBGC, (ii) promptly after
     receipt thereof, a copy of any notice the Borrower or any ERISA
     Affiliate may receive from the PBGC relating to the intention of the
     PBGC to terminate any Plan or Plans (other than a Plan maintained by an
     ERISA Affiliate that is considered an ERISA Affiliate only pursuant to
     subsection (m) or (o) of Section 414 of the Code) or to appoint a
     trustee to administer any such Plan, (iii) promptly, and in any event
     within 20 days after the due date for filing with the PBGC pursuant to
     Section 412(n) of the Code of a notice of failure to make a required
     installment or other payment with respect to a Plan, a statement of a
     Financial Officer of the Borrower setting forth details as to such
     failure and the action proposed to be taken with respect thereto,
     together with a copy of such notice given to the PBGC and (iv) promptly
     and in any event within 30 days after receipt thereof by the Borrower or
     any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of
     each notice received by the Borrower or any ERISA Affiliate concerning
     (A) the imposition of Withdrawal Liability or (B) a determination that a
     Multiemployer Plan is, or is expected to be, terminated or in
     reorganization, in each case within the meaning of Title IV of ERISA.

           SECTION 6.07. Maintaining Records; Access to Properties and
     Inspections. Maintain all financial records in accordance with GAAP and
     permit, upon reasonable notice and during business hours, any
     representatives designated by the Agent, the Fronting Bank,  the
     Collateral Agent or any Lender to visit and inspect the financial
     records and the properties of the Borrower and any Subsidiary as often
     as reasonably requested and to make extracts from and copies of such
     financial records, and permit any representatives designated by the
     Agent, the Fronting Bank, the Collateral Agent or any Lender to discuss
     the affairs, finances and condition of the Borrower and any Subsidiary
     or any properties of Borrower and any Subsidiary with the officers
     thereof and independent accountants therefor (it being understood that
     the Borrower may participate in any such discussion); and permit the
     Agent, at the Borrower's expense, to audit the computations in any
     Borrowing Base Certificate and to audit the existence and condition of
     accounts receivable and inventory included in the Borrowing Base.

           SECTION 6.08. Use of Proceeds. Use the Letters of Credit and the
     proceeds of the Loans only for the purposes set forth in the preamble to
     this Agreement.

           SECTION 6.09. Fiscal Year. Cause its fiscal year to end on the
     Saturday closest to January 1 of each year.

           SECTION 6.10. Further Assurances. (a) Execute any and all further
     documents, financing statements, agreements and instruments, and take
     all further action (including filing Uniform Commercial Code and other
     financing statements, mortgages and deeds of trust) that may be required
     under applicable law, or which the Required Lenders, the Agent or the
     Collateral Agent may reasonably request, in order to effectuate the
     transactions contemplated by the Transaction Documents and in order to
     grant, preserve, protect and perfect the validity and first priority of
     the security interests created or intended to be created by the Security
     Documents. In addition, from time to time, the Borrower will, and will
     cause the Subsidiaries to, at the Borrower's or such Subsidiary's cost
     and expense, promptly secure the Obligations by pledging or creating, or
     causing to be pledged or created, perfected security interests with
     respect to such of its assets and properties as the Agent or the
     Required Lenders shall designate (it being understood that it is the
     intent of the parties that the Obligations shall be secured by, among
     other things, substantially all the assets of the Borrower and the
     Subsidiaries (including (i) any real property and improvements thereon
     acquired after the Closing Date the fair market value of which equals or
     exceeds $3,000,000 on the date of acquisition thereof, (ii) any
     leasehold interest in property acquired after the Closing Date upon
     which the Borrower or any Subsidiary intends, as of the date of such
     acquisition, to conduct material operations and (iii) any other material
     properties (other than any properties the acquisition of which was
     financed with Indebtedness under Section 7.01(d) or 7.01(e)) acquired
     after the Closing Date)). Such security interests and Liens will be
     created under the Security Documents and other security agreements,
     mortgages, deeds of trust and other instruments and documents in form
     and substance satisfactory to the Required Lenders, and each of the
     Borrower and the Subsidiaries shall deliver or cause to be delivered to
     the Lenders all such instruments and documents (including legal
     opinions, title insurance policies and lien searches) as the Required
     Lenders shall reasonably request to evidence compliance with this
     Section 6.10. Each of the Borrower and the Subsidiaries agrees to
     provide such evidence as the Required Lenders shall reasonably request
     as to the perfection and priority status of each such security interest
     and Lien. 

           (b)(i) Without limiting the generality of paragraph (a) above,
     promptly cause each subsidiary created or acquired by it from time to
     time in accordance with the terms of this Agreement to undertake the
     obligation of and to become (A) a Subsidiary Guarantor under the
     Guarantee Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Guarantee Agreement, (B) a
     Subsidiary Guarantor under the Indemnity, Subrogation and Contribution
     Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Indemnity, Subrogation and
     Contribution Agreement, (C) a Pledgor under the Pledge Agreement
     pursuant to one or more instruments or agreements substantially in the
     form of Annex 1 to the Pledge Agreement, (D) to the extent such
     subsidiary owns or leases any real property, a Mortgagor under a
     Mortgage or Leasehold Mortgage, as applicable, (E) a Grantor under the
     Security Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 3 to the Security Agreement, (F) a
     Grantor under the Trademark Security Agreement pursuant to one or more
     instruments or agreements substantially in the form of Annex 1 to the
     Trademark Security Agreement and (G)  a Grantor under the Collateral
     Assignment pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Collateral Assignment and
     (ii) pledge the shares of capital stock of each such subsidiary to the
     Collateral Agent for the benefit of the Lenders pursuant to the Pledge
     Agreement.

           (c) Without limiting the generality of paragraphs (a) and (b)
     above, cause each Subsidiary that shall deliver a guarantee pursuant to
     Section 4.17 of the Subordinated Note Indenture to become (to the extent
     not already a party thereto) a Subsidiary Guarantor under the Guarantee
     Agreement pursuant to one or more instruments or agreements
     substantially in the form of Annex 1 to the Guarantee Agreement.

           SECTION 6.11. Environmental and Safety Laws. (a) Comply with, and
     ensure compliance by all tenants and subtenants with, all Environmental
     and Safety Laws and obtain and comply with and maintain, and ensure that
     all tenants and subtenants obtain and comply with and maintain, any and
     all licenses, approvals, registrations or permits required by
     Environmental and Safety Laws, except to the extent that failure to so
     comply or to obtain and comply with and maintain such licenses,
     approvals, registrations and permits does not have, and could not
     reasonably be expected to result in, a Material Adverse Effect.

           (b) Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions, required under
     Environmental and Safety Laws and promptly comply with all lawful orders
     and directives of all Governmental Authorities respecting Environmental
     and Safety Laws, except to the extent that the same are being contested
     in good faith by appropriate proceedings and the pendency of such
     proceedings and the failure to so conduct, complete or comply would not
     have a Material Adverse Effect.

           (c) Promptly notify the Agent of any of the following that is
     reasonably  likely to have a Material Adverse Effect:

                 (i) any Environmental Claim that the Borrower or any
           Subsidiary receives, including one to take or pay for any
           remedial, removal, response or cleanup or other action with
           respect to any Hazardous Substance contained on any property
           owned, leased or operated by the Borrower or any Subsidiary;

                 (ii) any notice of any alleged violation of any
           Environmental and Safety Law; and

                 (iii) any commencement or threatened commencement of any
           judicial or administrative proceeding or investigation alleging a
           violation or potential violation of any requirement of
           Environmental and Safety Law.

           (d) Without limiting the generality of Section 10.05(b), indemnify
     the Agent, the Fronting Bank, the Collateral Agent and each Lender and
     each of their respective directors, officers, employees, agents and
     Affiliates (each such Person being called an  Indemnitee ) against, and
     to hold each Indemnitee harmless from, any claims, demands, penalties,
     fines, liabilities, settlements, damages, costs and expenses (including
     reasonable counsel fees, charges and disbursements) of whatever kind or
     nature arising out of, or in any way relating to, the violation of,
     noncompliance with or liability under any Environmental and Safety Laws
     applicable to the operations of the Borrower or any Subsidiary on the
     Mortgaged Properties, or any orders, requirements or demands of
     Governmental Authorities related thereto, including, without limitation,
     reasonable attorney's and consultant's fees, reasonable investigation
     and laboratory fees, response costs, court costs and litigation
     expenses, except to the extent that any of the foregoing are found by a
     final and nonappealable decision of a court of competent jurisdiction to
     have resulted from the gross negligence or wilful misconduct of the
     Indemnitee seeking indemnification therefor. This indemnity shall
     continue in full force and effect regardless of the termination of this
     Agreement and the other Loan Documents.

           SECTION 6.12 Collection Account Arrangements. (a) In the case of
     the Borrower and each Subsidiary Guarantor, establish as of the Closing
     Date and thereafter maintain at all times all its collection or deposit
     accounts with the Collateral Agent or one or more Lenders.

           (b) Cause all payments and remittances in respect of Receivables
     and Inventory that are collected by or on behalf of the Borrower or any
     Subsidiary Guarantor to be promptly deposited on a daily basis in the
     collection or deposit accounts referred to in paragraph (a) above.

                                    ARTICLE VII

                                Negative Covenants

           The Borrower covenants and agrees with each Lender, the Agent and
     the Fronting Bank that, so long as the principal of or interest on any
     Loan or LC Disbursement, any Fees or any other expenses or amounts
     payable under any Loan Document shall be unpaid, unless the Required
     Lenders shall otherwise consent in writing, the Borrower will not and
     will not permit any of the Subsidiaries to, directly or indirectly:

           SECTION 7.01. Indebtedness. Incur, create, assume or permit to
     exist any Indebtedness, except:

                 (a) Indebtedness for borrowed money existing on the date
           hereof (other than the Subordinated Notes) and set forth on
           Schedule 7.01 (and any extensions, renewals or replacements of
           such Indebtedness to the extent that the aggregate principal
           amount of such Indebtedness is not at any time increased);

                 (b) in the case of the Borrower, the Loans;

                 (c) in the case of the Subsidiary Guarantors, their
           respective guarantees of the Obligations pursuant to the Guarantee
           Agreement;

                 (d) Indebtedness consisting of purchase money Indebtedness
           incurred in the ordinary course of business after the Closing Date
           to finance Capital Expenditures permitted under Section 7.14;
           provided, however, that (i) for purposes of Section 7.14, the
           aggregate principal amount of any such Indebtedness shall be
           deemed to be a Capital Expenditure at the time incurred or
           assumed, (ii) the sum of (A) the aggregate principal amount of
           Indebtedness permitted pursuant to this Section 7.01(d), (B) any
           Capital Lease Obligations permitted pursuant to Sections 7.01(e)
           and 7.11(b) and (C) the aggregate principal amount of Indebtedness
           permitted pursuant to Section 7.01(k) shall not exceed $15,000,000
           at any time outstanding and (iii) such Indebtedness is incurred
           within 120 days after the making of the Capital Expenditures
           financed thereby;

                 (e) Indebtedness in respect of Capital Lease Obligations
           permitted under Section 7.11(b);

                 (f) in the case of the Borrower, the Subordinated Notes and
           any Indebtedness ( Subordinated Note Refinancing Debt ) the
           proceeds of which are used to refinance all or any portion of the
           Subordinated Notes, provided that (i) the maximum principal amount
           of such Subordinated Note Refinancing Debt shall not exceed the
           sum of (x) the then-outstanding principal amount of the
           Subordinated Notes so refinanced, (y) the amount of accrued and
           unpaid interest thereon and (z) the amount of any premium payable
           in connection with such refinancing, (ii) the weighted average
           life to maturity of the Subordinated Note Refinancing Debt shall
           be greater than or equal to the weighted average life to maturity
           of the Subordinated  Notes and the first scheduled principal
           payment in respect of such Subordinated Note Refinancing Debt
           shall be no earlier than the first scheduled principal payment in
           respect of the Subordinated Notes, (iii) the stated maturity of
           such Subordinated Note Refinancing Debt shall be no earlier than
           the stated maturity of the Subordinated Notes, (iv)  no material
           terms applicable to such Subordinated Note Refinancing Debt
           (including the subordination provisions thereof) shall be more
           favorable to the refinancing lenders than the terms that are
           applicable to the holders of the Subordinated Notes, (v) such
           Subordinated Note Refinancing Debt shall be Indebtedness of the
           Borrower, (vi) such Subordinated Note Refinancing Debt shall be
           unsecured and shall not be guaranteed by any Subsidiary in any
           respect, (vii) after giving effect to the incurrence of such
           Subordinated Note Refinancing Debt as if it had been incurred on
           first day of the Borrower's most recently completed period of four
           consecutive fiscal quarters, the Borrower would have been in
           compliance with the covenant set forth in Section 7.15 as of the
           last day of such four-fiscal-quarter period  and the covenant set
           forth in Section 7.16 for such four-fiscal-quarter period and
           (viii) such Subsidiary Note Refinancing Debt may not be incurred
           if, at the time of such incurrence, a Default or Event of Default
           has occurred and is continuing or would result therefrom; 

                 
                 (g) open-account advances among the Borrower and any
           Subsidiary Guarantor the capital stock of which is pledged under
           the Pledge Agreement, or among any Subsidiary that is not a
           Subsidiary Guarantor and any other Subsidiary that is not a
           Subsidiary Guarantor, which advances shall be made in the ordinary
           course of business and consistent with past practice;

                 (h) Indebtedness incurred or assumed in connection with any
           Permitted Acquisition, provided that such Indebtedness is
           permitted to be so incurred or assumed under Section 7.05(d); 

                 (i) In the case of any Subsidiary, any guarantee delivered
           or incurred pursuant to Section 4.17 of the Subordinated Note
           Indenture; 

                 (j) In the case of the Borrower, unsecured senior or
           subordinated Indebtedness having terms and conditions (including
           terms and conditions relating to interest rate, principal amount,
           maturity, fees, covenants, defaults, remedies and, if applicable,
           subordination) satisfactory in all respects to the Required
           Lenders if, after giving effect to the incurrence of such
           Indebtedness as if it had been incurred on the first day of the
           most recently completed period of four consecutive fiscal
           quarters, the Borrower and the Subsidiaries would be in compliance
           with Section 7.16 with respect to such period of four consecutive
           fiscal quarters (any Indebtedness satisfying each of the criteria
           set forth in this clause (j) is referred to herein as  Specified
           Permitted Debt );

                 (k) other unsecured Indebtedness in an aggregate principal
           amount at any time outstanding not in excess of $15,000,000 less
           the sum of (i) the aggregate principal amount of Indebtedness
           permitted pursuant to Section 7.01(d) and (ii) any Capital Lease
           Obligations permitted pursuant to Sections 7.01(e) and 7.11(b);
           and

                 (l) in the case of the Borrower, any Rate Protection
           Agreement entered into after consultation with the Agent.

           SECTION 7.02. Liens. Create, incur, assume or permit to exist any
     Lien on any property or assets (including stock or other securities of
     any Person) now owned or hereafter acquired by it or on any income or
     revenues or rights in respect of any thereof, except:

                 (a) Liens on property or assets of the Borrower and the
           Subsidiaries existing on the date hereof and set forth on
           Schedule 7.02, provided that such Liens shall secure only those
           obligations that they secure on the date hereof;

                 (b) any Lien existing on any property or asset prior to the
           acquisition thereof (other than any property or assets acquired in
           connection with a Permitted Acquisition) by the Borrower or any
           Subsidiary, provided that (i) such Lien is not created in
           contemplation of or in connection with such acquisition, (ii) such
           Lien does not apply to any other property or assets of the
           Borrower or any Subsidiary and (iii) such Lien does not
           (A) materially interfere with the use, occupancy and operation of
           any property, (B) materially reduce the fair market value of such
           property but for such Lien or (C) result in any material increase
           in the cost of operating, occupying or owning (or leasing) such
           property;

                 (c) Liens for taxes, assessments or governmental charges not
           yet due and payable or which are being contested in compliance
           with Section 6.03;

                 (d) carriers', warehousemen's, mechanics', materialmen's,
           repairmen's, landlord's or other like Liens arising in the
           ordinary course of business and securing obligations that are not
           due and payable or which are being contested in compliance with
           Section 6.03;

                 (e) pledges and deposits made in the ordinary course of
           business in compliance with workmen's compensation, unemployment
           insurance and other social security laws or regulations;

                 (f) pledges and deposits to secure the performance of bids,
           trade contracts (other than for Indebtedness), leases, statutory
           obligations, surety and appeal bonds, performance bonds and other
           obligations of a like nature incurred in the ordinary course of
           business;

                 (g) zoning restrictions, easements, rights-of-way,
           restrictions on use of real property and other similar
           encumbrances that do not materially impair the current use or the
           value of the property subject thereto;

                 (h) purchase money security interests in real property,
           improvements thereto or equipment hereafter acquired (or, in the
           case of improvements, constructed) (other than any such real
           property, improvements or equipment acquired in connection with a
           Permitted Acquisition)  by the Borrower or any Subsidiary,
           provided that (i) such security interests secure Indebtedness
           permitted by Section 7.01(i), (ii) such security interests are
           incurred, and the Indebtedness secured thereby is created, within
           120 days after such acquisition (or construction), (iii) the
           Indebtedness secured thereby does not exceed 90% of the lesser of
           the cost or the fair market value of such real property,
           improvements or equipment at the time of such acquisition (or
           construction) and (iv) such security interests do not apply to any
           other property or assets of the Borrower or any Subsidiary;

                 (i) Liens in connection with Capital Lease Obligations
           incurred pursuant to Section 7.01(e);

                 (j) any Lien created under the Loan Documents; and

                 (k) extensions, renewals and replacements of Liens referred
           to in clauses (a), (b), (h) and (i) above,  provided that any such
           extension, renewal or replacement Lien is limited to the property
           or assets covered by the Lien so extended, renewed or replaced and
           does not secure any Indebtedness in addition to that secured
              immediately prior to such extension, renewal or replacement.

              SECTION 7.03. Sale and Leaseback Transactions. Enter into any
        arrangement, directly or indirectly, with any Person whereby it shall
        sell or transfer any property, real or personal, used or useful in its
        business, whether now owned or hereafter acquired, and thereafter rent
        or lease such property or other property that it intends to use for
        substantially the same purpose or purposes as the property being sold or
        transferred.

              SECTION 7.04. Investments, Loans and Advances. Purchase, hold or
        acquire any capital stock, evidences of Indebtedness or other securities
        of, make or permit to exist any loans or advances to, or make or permit
        to exist any investment or any other interest in, any other Person,
        except:

                   (a) (i) investments by the Borrower and the Subsidiaries
             existing on the date hereof in the capital stock of the
             Subsidiaries and (ii) investments after the date hereof by the
             Borrower and the Subsidiaries in the capital stock of any
             Subsidiary Guarantor the capital stock of which is pledged under
             the Pledge Agreement;

                   (b) Permitted Investments;

                   (c) pledges and deposits permitted under paragraph (f) of
             Section 7.02; 

                   (d) investments by the Borrower or any Subsidiary Guarantor
             that is a wholly owned Subsidiary in capital stock in connection
             with any Permitted Acquisition, so long as the Borrower, such
             Subsidiary Guarantor and any subsidiary formed or acquired in
             connection with such Permitted Acquisition shall have complied
             with Section 6.10;  

                   (e) loans or advances among the Borrower and the
             Subsidiaries to the extent permitted under Section 7.01(g);

                   (f) investments received in connection with the bankruptcy
             or reorganization of suppliers and customers in settlement of
             delinquent obligations of, and other disputes with, customers and
             suppliers arising in the ordinary course of business;

                   (g) loans or advances to employees of the Borrower or any
             Subsidiary in an aggregate principal amount not to exceed 
             $1,000,000 at any time outstanding;

                   (h) investments in promissory notes issued by a purchaser as
             consideration for the purchase of assets or property from the
             Borrower or any Subsidiary, provided that (i) the principal amount
             of any such promissory note does not exceed 25% of the purchase
             price paid by such purchaser in connection with such purchase,
             (ii) such sale of assets or property is permitted under Section
             7.05, (iii) the aggregate principal amount of all such notes held
             by the Borrower and its Subsidiaries shall not exceed $5,000,000
             at any time and (iv) such notes shall have been pledged  to the
             Collateral Agent under the Pledge Agreement for the ratable
             benefit of the Secured Parties; 

                   (i) investments in Joint Ventures (or other similar
             investments outside the United States) in the Borrower's primary
             line of business or a related business, provided that the
             aggregate amount of such investments, determined on the basis of
             the original cost of such investments on the respective dates of
             such investments, shall not at any time exceed the sum of  (i)
             $2,000,000 (excluding the cost of the Borrower's currently
             contemplated investment in Delicias, State of Chihuahua, Mexico)
             and (ii) the amount of cash received by the Borrower by way of
             dividend or distribution as a return on such investments
             (excluding amounts received in respect of the Borrower's
             aforementioned investment in Mexico); and

                   (j) investments in futures contracts in the ordinary course
             of business pursuant to an Inventory hedging program developed
             after consultation with the Agent.

             SECTION 7.05. Mergers, Consolidations, Sales of Assets and
        Acquisitions. Merge into or consolidate with any other Person, or permit
        any other Person to merge into or consolidate with it, or sell,
        transfer, assign, lease, sublease or otherwise dispose of (in one
        transaction or in a series of transactions) all or any substantial part
        of any asset (whether now owned or hereafter acquired) or any capital
        stock of any Subsidiary, or purchase, lease or otherwise acquire (in one
        transaction or a series of transactions) all or any substantial part (to
        the extent such assets constitute one or more distinct business units or
        operations) of the assets of any other Person; provided, however, that:

                   (a) the Borrower and any Subsidiary may sell Permitted
             Investments for cash;

                   (b) the Borrower and any Subsidiary may sell, transfer or
             otherwise dispose of used or surplus equipment, vehicles and other
             assets in the ordinary course of business (to the extent that the
             Borrower shall have complied with the provisions of
             Section 2.13(c));

                   (c) the Borrower and any Subsidiary may purchase and sell
             inventory in the ordinary course of business; 

                   (d) the Borrower or any Subsidiary Guarantor that is a
             wholly owned Subsidiary may make acquisitions of assets or capital
             stock of any corporation organized and validly existing under the
             laws of the United States,  any State thereof or the District of
             Columbia, so long as (i) such acquisition shall not have been
             preceded by an unsolicited tender offer for such capital stock by
             the Borrower or any of its Affiliates; (ii) such acquisition and
             all transactions related thereto shall be consummated in
             accordance with applicable laws, including Regulations of the
             Board; (iii) such acquisition shall constitute an acquisition of
             all or a portion of the assets of, or 100% of the common stock of,
             a corporation engaged primarily in the Borrower's primary line of
             business as of the Closing Date or a related business;
             (iv) simultaneously with the acquisition thereof, all capital
             stock acquired in connection with such acquisition shall be duly
             and validly pledged to the Collateral Agent for the ratable
             benefit of the Secured Parties; (v)(A) a valid and perfected first
             priority security interest or lien in favor of the Collateral
             Agent for the ratable benefit of the Secured Parties shall be
             created in all assets acquired in connection with such acquisition
             simultaneously with the acquisition thereof and (B) a valid and
             perfected first priority security interest or lien in favor of the
             Collateral Agent for the ratable benefit of the Secured Parties
             shall be created in all the assets of any Subsidiary the capital
             stock of which is acquired in connection with such acquisition,
             and any Subsidiary acquired or created in connection with such
             acquisition shall become a Grantor under the Security Agreement,
             the Trademark Security Agreement and the Collateral Assignment, a
             Pledgor under the Pledge Agreement and a Subsidiary Guarantor
             under the Guarantee Agreement and the Indemnity, Subrogation and
             Contribution Agreement, in each case in accordance with
             Section 6.10, and the Borrower and any Subsidiary shall execute
             and/or deliver any documents, financing statements, agreements and
             instruments (including a Mortgage and, if requested by the
             Collateral Agent, an appraisal of any real property acquired in
             such acquisition) and take all action (including filing Uniform
             Commercial Code and other financing statements) that may be
             required under applicable law, or that the Collateral Agent may
             request, in order to grant, preserve, protect and perfect any
             security interest or lien contemplated by this clause (v); (vi) no
             capital stock or assets acquired in connection with such
             acquisition shall be subject to any Lien (other than Liens created
             under the Security Documents and Liens permitted under
             Section 7.02); (vii) neither the Borrower nor any Subsidiary may
             assume or incur, directly or indirectly, any Indebtedness or other
             liability (including any contingent liability) in connection with
             such acquisition (other than (a) the Borrowings hereunder used to
             finance all or part of the purchase price of such acquisition and
             (b) other liabilities of the acquired business, provided that the
             aggregate amount of liabilities assumed or incurred by the
             Borrower and the Subsidiary Guarantors, collectively, under this
             clause (b) shall not exceed $5,000,000 outstanding at any time);
             (viii) the Borrower and its consolidated subsidiaries shall
             satisfy, on a pro forma basis as of the date on which such
             acquisition is consummated, after giving effect to such
             acquisition as if it had occurred on the first day of the most
             recently completed period of four consecutive fiscal quarters
             preceding the date on which such acquisition is consummated, the
             covenants set forth in Sections 7.15 and 7.16; and (ix) after
             giving effect to such acquisition, there shall not have occurred
             any Material Adverse Effect  (any acquisition satisfying each of
             the criteria set forth in this sentence is referred to herein as a
              Permitted Acquisition ); and 

                   (e)(i) any Subsidiary Guarantor may merge into or be
             liquidated into the Borrower in a transaction in which the
             Borrower is the surviving corporation, (ii) any Subsidiary
             Guarantor may merge into or be liquidated into or consolidate with
             any other Subsidiary Guarantor, in either case in a transaction in
             which no person other than the Borrower or a Subsidiary Guarantor
             receives any consideration and (iii) any Subsidiary that is not a
             Subsidiary Guarantor may merge into or be liquidated into or
             consolidate with any other Subsidiary that is not a Subsidiary
             Guarantor.

             SECTION 7.06. Dividends and Distributions. Declare or pay,
        directly or indirectly, any dividend or make any other distribution (by
        reduction of capital or otherwise), whether in cash, property,
        securities (other than capital stock or the right to acquire capital
        stock) or a combination thereof, with respect to any shares of its
        capital stock or directly or indirectly redeem, purchase, retire or
        otherwise acquire for value any shares of any class of its capital stock
        or set aside any amount for any such purpose; provided, however, that
        any Subsidiary may declare and pay dividends or make other distributions
        to any other Subsidiary and to the Borrower (except that no Subsidiary
        Guarantor may declare or pay dividends or make other distributions to
        any Subsidiary that is not a Subsidiary Guarantor).

             SECTION 7.07. Transactions with Affiliates. Sell or transfer any
        property or assets to, or purchase or acquire any property or assets
        from, or otherwise engage in any other transactions with, any of its
        Affiliates (other than the Borrower and its Subsidiaries), except that
        as long as no Default or Event of Default shall have occurred and be
        continuing, the Borrower and any Subsidiary may engage in any of the
        foregoing transactions in the ordinary course of business at prices and
        on terms and conditions no less favorable to the Borrower or such
        Subsidiary as the case may be, than could be obtained on an arm's-length
        basis from unrelated third parties.

             SECTION 7.08. Business of Borrower and the Subsidiaries. Engage at
        any time in any business or business activity other than the business
        currently conducted by it or any other business related thereto and
        business activities reasonably incidental or related thereto. 

             SECTION 7.09. Limitations on Debt Prepayments. (a) Optionally
        prepay, repurchase or redeem or otherwise defease or segregate funds
        with respect to any Specified Permitted Debt, the Subordinated Notes or
        any guarantee delivered in accordance with Section 4.17 of the
        Subordinated Note Indenture; provided, however, that the Borrower may
        repurchase or redeem with cash  Subordinated Notes in an amount not to
        exceed in any fiscal year the Borrower's Portion of Excess Cash Flow for
        the preceding fiscal year.

             (b) Permit any amendment or modification to the terms of any
        Specified Permitted Debt, the Subordinated Notes, the Subordinated Note
        Indenture or any guarantee delivered or incurred pursuant to
        Section 4.17 of the Subordinated Note Indenture if the effect of such
        amendment or modification is to impose additional or increased scheduled
        or mandatory repayment, retirement, repurchase or redemption obligations
        in respect of such Indebtedness or to require any scheduled or mandatory
        payment to be made in respect of such Indebtedness prior to the date
        that such payment would otherwise be due.

             (c) Take any action in violation of, or permit any amendment or
        modification that is adverse in any respect to the Lenders with respect
        to, any applicable subordination provisions of any Indebtedness.

             (d) Pay interest, principal or premium on, or the purchase price
        of, the Subordinated Notes to any holder thereof or trustee therefor
        prior to the date on which any such principal, premium, interest or
        purchase price is due.

             (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 under  Section 4.13 of the Subordinated
        Note Indenture.

             SECTION 7.10. Amendment of Certain Documents and Subordinated
        Notes. Permit any termination of, or any amendment or modification that
        in the reasonable judgment of the Agent is adverse in any material
        respect to the Lenders to, (i) the Certificate of Incorporation of the
        Borrower or any Subsidiary, (ii) the By-laws of the Borrower or any
        Subsidiary, (iii)  the Subordinated Notes and/or the Subordinated  Note
        Indenture, (iv) the Stock Purchase Agreement and (v) any instrument or
        agreement governing any Specified Permitted Debt or pursuant to which
        any Specified Permitted Debt is issued, in each case without the prior
        written consent of the Required Lenders. Without limiting the generality
        of the foregoing, with respect to the Subordinated Notes and the
        Subordinated Note Indenture, it is understood that any increase in the
        interest, fees or other amounts payable in connection therewith, or any
        amendment that imposes additional covenants or events of default or
        makes more restrictive the covenants or events of default contained
        therein, shall require the consent of the Required Lenders.

             SECTION 7.11. Limitation on Leases. Create or suffer to exist any
        obligations for the payment of rents for any property under leases or
        agreements to lease, except:

                   (a) leases in existence on the date hereof and listed on
             Schedule 7.11(a) (and any extensions, renewals or replacements of
             such leases, provided that the annual lease payment under any such
             extension, renewal or replacement shall be no greater than the
             fair market rental value of the leased property, as of the date of
             such extension, renewal or replacement for the term of such
             extension, renewal or replacement); 

                   (b) Capital Lease Obligations incurred to finance the
             acquisition of equipment and other property, provided that (i) the
             aggregate of (A) the aggregate annual rental payments in respect
             of all such Capital Lease Obligations, (B) any purchase money
             Indebtedness permitted pursuant to Section 7.01(d) and (c) any
             Indebtedness permitted pursuant to Section 7.01(k) shall not
             exceed $15,000,000 at any time outstanding, (ii) each Capital
             Lease Obligation (other than  (i) any Capital Lease Obligation set
             forth on Schedule 7.11(a) and (ii) any Capital Lease Obligation
             the Indebtedness in respect of which is less than $100,000) at the
             time of its incurrence shall have an average life to maturity
             greater than the average life to maturity of the outstanding Term
             Loans, (iii) none of the related leases shall contain financial
             covenants and (iv) for purposes of Section 7.14, the amount of
             such aggregate annual rental payments shall be deemed to be
             Capital Expenditures in the year in which they are incurred; and

                   (c) other operating leases entered into after the Closing
             Date.

             SECTION 7.12. Credit Standards. Modify in any respect materially
        adverse to the interests of the Secured Parties the Credit and
        Collection Policy.

             SECTION 7.13. Limitation on Negative Pledge Clauses. Enter into
        with any Person any agreement, other than (a) this Agreement and the
        Subordinated Note Indenture, and (b) any purchase money mortgage or
        Capital Lease Obligation permitted by this Agreement (which prohibition
        or limitation shall, in the case of this clause (b), be effective only
        against the assets financed thereby), which prohibits or limits the
        ability of the Borrower or any of the Subsidiaries to create, incur,
        assume or suffer to exist any Lien upon any of their respective
        property, assets or revenues, whether now owned or hereafter acquired.

             SECTION 7.14. Capital Expenditures. Make or permit Capital
        Expenditures during any fiscal year, commencing with the fiscal year
        ending December 31, 1994, to exceed the amount set forth opposite such
        fiscal year below:

                    Fiscal Year                           Amount

                       1994                           $19,000,000
                       1995                            16,000,000

                       1996                            16,000,000
                       1997                            16,000,000

                       1998                            16,000,000

                       1999                            16,000,000
                       2000                            16,000,000

        provided that (a)  up to $5,000,000 of any such amount not so expended
        in the fiscal year for which it is permitted above may be carried over
        for expenditures into succeeding fiscal years and (b) the maximum amount
        of expenditures in any fiscal year shall in no event exceed $25,000,000.

             SECTION 7.15. Consolidated Net Worth. Permit at any time the sum
        of (a) Consolidated Net Worth and (b) to the extent deducted from Net
        Income for any fiscal quarter specified below, (i) noncash provisions
        for restructuring of the Borrower's and Foodservice Corp's operations
        after the Closing Date, (ii) cash provisions for restructuring of
        Foodservice Corp.'s operations after the Closing Date and (iii) cash
        provisions for restructuring of the Borrower's operations after the
        Closing Date in an aggregate amount under this clause (iii) not to
        exceed $5,000,000 since the Closing Date, (iv) the depreciation and
        amortization related to the write-up of plant, property and equipment
        and intangibles and noncash charges related to the write-up of
        Inventory, in each case resulting from purchase accounting treatment of
        the Acquisition and (v) any loss incurred in connection with the
        cancellation of the Borrower's obligations under the Swap Agreement, to
        be less than the sum of (a) $40,000,000 and (b) 50% of Net Income for
        each fiscal quarter (beginning with the fiscal quarter ending
        December 31, 1994) that shall have been completed during the period from
        the Closing Date through the date as of which compliance with this
        covenant is being determined .

             SECTION 7.16. Consolidated Interest Expense Coverage Ratio. Permit
        the Consolidated Interest Expense Coverage Ratio for any period of four
        consecutive fiscal quarters ending on the last day of or during any
        period indicated below to be less than the ratio set forth opposite such
        period:

        From and Including:      To and Including:            Ratio:

         March 31, 1994          December 31, 1994            2.10 to 1.00

         January 1, 1995         June 30, 1995                2.25 to 1.00
         July 1, 1995            January 4, 1997              2.50 to 1.00

         January 5, 1997         January 3, 1998              2.75 to 1.00

         January 4, 1998         January 2, 1999              3.25 to 1.00
         January 3, 1999         Maturity Date                3.50 to 1.00

                                     ARTICLE VIII

                                   Events of Default

             In case of the happening of any of the following events ( Events
        of Default ):

                   (a) any representation or warranty made or deemed made in or
             in connection with any Loan Document or the borrowings hereunder,
             or any representation, warranty, statement or information
             contained in any report, certificate, financial statement or other
             instrument furnished in connection with or pursuant to any Loan
             Document, shall prove to have been false or misleading in any
             material respect when so made, deemed made or furnished;

                   (b) default shall be made in the payment of any principal of
             any Loan or LC Disbursement when and as the same shall become due
             and payable, whether at the due date thereof or at a date fixed
             for prepayment thereof or by acceleration thereof or otherwise;

                   (c) default shall be made in the payment of any interest on
             any Loan or any Fee or any other amount (other than an amount
             referred to in (b) above) due under any Loan Document, when and as
             the same shall become due and payable, and such default shall
             continue unremedied for a period of three Business Days;

                   (d) default shall be made in the due observance or
             performance by the Borrower of any covenant, condition or
             agreement contained in Section 2.13(c), 2.13(d), 6.01(a), 6.05,
             6.08, or 10.16 or in Article VII;

                   (e) default shall be made in the delivery of a Borrowing
             Base Certificate when due pursuant to Section 6.04(e) and such
             default shall continue unremedied for a period of five Business
             Days;

                   (f) default shall be made in the due observance or
             performance by the Borrower or any Subsidiary Guarantor of any
             covenant, condition or agreement contained in any Loan Document
             (other than those defaults specified in (b), (c), (d) or (e)
             above) and such default shall continue unremedied for a period of
             the earlier of (i) 15 days after an executive officer of the
             Borrower or any Subsidiary Guarantor first becomes aware or should
             have become aware thereof and (ii) seven Business Days after
             notice thereof from the Agent or any Lender to the Borrower or the
             applicable Subsidiary Guarantor;

                   (g) the Borrower or any of the Subsidiaries shall (i) fail
             to pay any principal or interest, regardless of amount, due in
             respect of any Indebtedness in a principal amount in excess of
             $5,000,000, when and as the same shall become due and payable or
             (ii) fail to observe or perform any other term, covenant,
             condition or agreement contained in any agreement or instrument
             evidencing or governing any such Indebtedness if the effect of any
             failure referred to in this clause (ii) is to cause, or to permit
             the holder or holders of such Indebtedness or a trustee on its or
             their behalf (after giving effect to any applicable grace period)
             to cause, such Indebtedness to become due prior to its stated
             maturity;

                   (h) an involuntary proceeding shall be commenced or an
             involuntary petition shall be filed in a court of competent
             jurisdiction seeking (i) relief in respect of the Borrower or any
             of the Subsidiaries, or of a substantial part of the property or
             assets of the Borrower or any of the Subsidiaries, under Title 11
             of the United States Code, as now constituted or hereafter
             amended, or any other Federal or state bankruptcy, insolvency,
             receivership or similar law, (ii) the appointment of a receiver,
             trustee, custodian, sequestrator, conservator or similar official
             for the Borrower or any of the Subsidiaries or (iii) the
             winding-up or liquidation of the Borrower or any of the
             Subsidiaries; and such proceeding or petition shall continue
             undismissed for 30 days or an order or decree approving or
             ordering any of the foregoing shall be entered;

                   (i) the Borrower or any of the Subsidiaries shall
             (i) voluntarily commence any proceeding or file any petition
             seeking relief under Title 11 of the United States Code, as now
             constituted or hereafter amended, or any other Federal or state
             bankruptcy, insolvency, receivership or similar law, (ii) consent
             to the institution of, or fail to contest in a timely and
             appropriate manner (but within 30 days in any event), any
             proceeding or the filing of any petition described in paragraph
             (h) above, (iii) apply for or consent to the appointment of a
             receiver, trustee, custodian, sequestrator, conservator or similar
             official for the Borrower or any of the Subsidiaries or for a
             substantial part of the property or assets of the Borrower or any
             of the Subsidiaries, (iv) file an answer admitting the material
             allegations of a petition filed against it in any such proceeding,
             (v) make a general assignment for the benefit of creditors,
             (vi) become unable, admit in writing its inability or fail
             generally to pay its debts as they become due or (vii) take any
             action for the purpose of effecting any of the foregoing;

                   (j) one or more judgments for the payment of money in an
             aggregate amount in excess of $5,000,000 (exclusive of any amount
             thereof covered by insurance) shall be rendered against the
             Borrower, any Subsidiary or any combination thereof and the same
             shall remain undischarged for a period of 30 consecutive days
             during which execution shall not be effectively stayed, or any
             action shall be legally taken by a judgment creditor to levy upon
             assets or properties of the Borrower or any Subsidiary to enforce
             any such judgment;

                   (k)(i) a Reportable Event or Reportable Events, or a failure
             to make a required installment or other payment (within the
             meaning of Section 412(n)(l) of the Code), shall have occurred
             with respect to any Plan or Plans that reasonably could be
             expected to result in liability of the Borrower or any ERISA
             Affiliate to the PBGC or to a Plan in an aggregate amount
             exceeding $19,000,000 (or, in the event of an increase in the
             underfunding of any Plan solely as a result of a change after the
             date hereof in any discount rate applicable to such Plan,
             $23,000,000) and, within 30 days after the reporting of any such
             Reportable Event to the Agent or after the receipt by the Agent of
             the statement required pursuant to Section 6.06(b)(iii), the Agent
             shall have notified the Borrower in writing that (A) the Required
             Lenders have determined that, on the basis of such Reportable
             Event or Reportable Events or the failure to make a required
             payment, there are reasonable grounds for the termination of such
             Plan or Plans by the PBGC, the appointment by the appropriate
             United States District Court of a trustee to administer such Plan
             or Plans or the imposition of a lien in favor of a Plan and (B) as
             a result thereof an Event of Default exists hereunder; or (ii) a
             trustee shall be appointed by a United States District Court to
             administer any such Plan or Plans; or (iii) the PBGC shall
             institute proceedings (including giving notice of intent thereof)
             to terminate any Plan or Plans;

                   (l) (i) the Borrower or any ERISA Affiliate shall have been
             notified by the sponsor of a Multiemployer Plan that it has
             incurred Withdrawal Liability to such Multiemployer Plan, (ii) the
             Borrower or such ERISA Affiliate does not have reasonable grounds
             for contesting such Withdrawal Liability or is not in fact
             contesting such Withdrawal Liability in a timely and appropriate
             manner and (iii) the amount of the Withdrawal Liability specified
             in such notice, when aggregated with all other amounts required to
             be paid to Multiemployer Plans in connection with Withdrawal
             Liabilities (determined as of the date or dates of such
             notification), either (A) exceeds $1,000,000 or requires payments
             exceeding $250,000 in any year or (B) is less than $1,000,000 but
             any Withdrawal Liability payment remains unpaid 30 days after such
             payment is due;

                   (m) the Borrower or any ERISA Affiliate shall have been
             notified by the sponsor of a Multiemployer Plan that such
             Multiemployer Plan is in reorganization or is being terminated,
             within the meaning of Title IV of ERISA, if solely as a result of
             such reorganization or termination the aggregate annual
             contributions of the Borrower and its ERISA Affiliates to all
             Multiemployer Plans that are then in reorganization or have been
             or are being terminated have been or will be increased over the
             amounts required to be contributed to such Multiemployer Plans for
             their most recently completed plan years by an amount exceeding
             $1,000,000;

                   (n) there shall have occurred a Change in Control;

                   (o) any material security interest purported to be created
             by any Security Document shall cease to be, or shall be asserted
             by the Borrower or any Subsidiary not to be, a valid, perfected,
             first priority (except as otherwise expressly provided in this
             Agreement or such Security Document) security interest in the
             securities, assets or properties covered thereby, except to the
             extent that any such loss of perfection or priority results from
             the failure of the Collateral Agent to maintain possession of
             certificates representing securities pledged under the Pledge
             Agreement;

                   (p) any Loan Document shall not be for any reason or shall
             be asserted by the Borrower or any Subsidiary not to be in full
             force and effect and enforceable in all material respects in
             accordance with its terms; 

                   (q) the Obligations and the guarantees thereof pursuant to
             the Guarantee Agreement shall cease to constitute, or shall be
             asserted by the Borrower or any Subsidiary not to constitute,
             senior indebtedness under the subordination provisions of the
             Subordinated Notes and of all other subordinated Indebtedness
             (including any guarantee delivered or incurred in accordance with
             Section 4.17 of the Subordinated Note Indenture) of the Borrower
             or any Subsidiary or such subordination provisions shall be
             invalidated or otherwise cease to be a legal, valid and binding
             obligation of the parties thereto, enforceable in accordance with
             their terms; or

                   (r) any material provision of the Guarantee Agreement or any
             other Loan Document shall cease to be in full force and effect and
             enforceable in accordance with its terms for any reason whatsoever
             or any Subsidiary Guarantor shall contest or deny in writing the
             validity or enforceability of any of its obligations under the
             Guarantee Agreement or the Obligations hereunder shall cease to be
             entitled to the benefits of any Security Document or this
             Agreement for any reason whatsoever;

        then, and in every such event (other than an event with respect to the
        Borrower or any Subsidiary Guarantor described in paragraph (h) or (i)
        above), and at any time thereafter during the continuance of such event,
        the Agent may and, at the request of the Required Lenders, shall, by
        notice to the Borrower, take any of or all the following actions, at the
        same or different times: (i) terminate forthwith the Commitments and the
        LC Commitment, (ii) declare the Loans then outstanding to be forthwith
        due and payable in whole or in part, whereupon the principal of the
        Loans so declared to be due and payable, together with accrued interest
        thereon and any unpaid accrued Fees and all other liabilities of the
        Borrower accrued hereunder and under any other Loan Document, shall
        become forthwith due and payable, without presentment, demand, protest
        or any other notice of any kind, all of which are hereby expressly
        waived by the Borrower, anything contained herein or in any other Loan
        Document to the contrary notwithstanding, (iii) require cash collateral
        as contemplated by Section 3.06 and (iv) exercise any remedies available
        under any Loan Document or otherwise; and in any event with respect to
        the Borrower or any Subsidiary Guarantor described in paragraph (h) or
        (i) above, the Commitments and the LC Commitment shall automatically
        terminate and the principal of the Loans then outstanding, together with
        accrued interest thereon and any unpaid accrued Fees and all other
        liabilities of the Borrower accrued hereunder and under any other Loan
        Document, shall automatically become due and payable, without
        presentment, demand, protest or any other notice of any kind, all of
        which are hereby expressly waived by the Borrower, anything contained
        herein or in any other Loan Document to the contrary notwithstanding.

                                       ARTICLE IX

                                       The Agent

             In order to expedite the transactions contemplated by this
        Agreement, Chemical Bank is hereby appointed to act as Agent (which term
        for purposes of this Article shall be deemed to refer to the Agent and
        the Collateral Agent) on behalf of the Fronting Bank and the Lenders.
        Each of the Lenders, and each subsequent holder of any Loan by its
        acceptance thereof and the Fronting Bank hereby irrevocably authorize
        the Agent to take such actions on their behalf and to exercise such
        powers as are specifically delegated to the Agent by the terms and
        provisions hereof and of the other Loan Documents, together with such
        actions and powers as are reasonably incidental thereto. The Agent is
        hereby expressly authorized by the Lenders and the Fronting Bank,
        without hereby limiting any implied authority, (a) to receive on behalf
        of the Lenders and the Fronting Bank all payments of principal of and
        interest on the Loans and LC Disbursements and all other amounts due to
        the Lenders and the Fronting Bank hereunder, and promptly to distribute
        to each Lender and the Fronting Bank its proper share of each payment so
        received; (b) to give notice on behalf of each of the Lenders and the
        Fronting Bank to the Borrower of any Event of Default specified in this
        Agreement of which the Agent has actual knowledge acquired in connection
        with its agency hereunder; and (c) to promptly distribute to each Lender
        and the Fronting Bank copies of all notices, financial statements and
        other materials delivered by the Borrower pursuant to this Agreement as
        received by the Agent (including notices of an occurrence of any Event
        of Default).  Nothing in the preceding sentence shall be construed to
        relieve the Borrower of its obligation to furnish any notice, financial
        statement or other materials directly to the Lenders as required
        hereunder.

             Neither the Agent nor any of its directors, officers, employees or
        agents shall be liable as such for any action taken or omitted by any of
        them except for its, his or her own gross negligence or wilful
        misconduct, or be responsible for any statement, warranty or
        representation herein or the contents of any document delivered in
        connection herewith, or be required to ascertain or to make any inquiry
        concerning the performance or observance by the Borrower or any
        Subsidiary Guarantor of any of the terms, conditions, covenants or
        agreements contained in any Loan Document. The Agent shall not be
        responsible to the Lenders or the holders of the Loans or the Fronting
        Bank for the due execution, genuineness, validity, enforceability or
        effectiveness of this Agreement or any other Loan Documents or other
        instruments or agreements. The Agent shall in all cases be fully
        protected in acting, or refraining from acting, in accordance with
        written instructions signed by the Required Lenders and, except as
        otherwise specifically provided herein, such instructions and any action
        or inaction pursuant thereto shall be binding on all the Lenders and
        each subsequent holder of any Loan and the Fronting Bank. The Agent
        shall, in the absence of knowledge to the contrary, be entitled to rely
        on any instrument or document believed by it in good faith to be genuine
        and correct and to have been signed or sent by the proper Person or
        Persons. Neither the Agent nor any of its directors, officers, employees
        or agents shall have any responsibility to the Borrower or any
        Subsidiary on account of the failure of or delay in performance or
        breach by any Lender or the Fronting Bank of any of its obligations
        hereunder or to any Lender or to the Fronting Bank on account of the
        failure of or delay in performance or breach by any other Lender or the
        Fronting Bank or the Borrower or any Subsidiary Guarantor of any of
        their respective obligations hereunder or under any other Loan Document
        or in connection herewith or therewith. The Agent may execute any and
        all duties hereunder by or through agents or employees and shall be
        entitled to rely upon the advice of legal counsel selected by it with
        respect to all matters arising hereunder and shall not be liable for any
        action taken or suffered in good faith by it in accordance with the
        advice of such counsel.

             The Lenders and the Fronting Bank hereby acknowledge that the
        Agent shall be under no duty to take any discretionary action permitted
        to be taken by it pursuant to the provisions of this Agreement unless it
        shall be requested in writing to do so by the Required Lenders.

             Subject to the appointment and acceptance of a successor Agent as
        provided below, the Agent may resign at any time by notifying the
        Lenders, the Fronting Bank and the Borrower.  Upon any such resignation,
        the Required Lenders shall have the right to appoint a successor. If no
        successor shall have been so appointed by the Required Lenders and shall
        have accepted such appointment within 30 days after the retiring Agent
        gives notice of its resignation, then the retiring Agent may, on behalf
        of the Lenders and the Fronting Bank, appoint a successor Agent, which
        shall be a bank with an office in New York, New York, having a combined
        capital and surplus of at least $500,000,000 or an Affiliate of any such
        bank. Upon the acceptance of any appointment as Agent hereunder by a
        successor bank, such successor shall succeed to and become vested with
        all the rights, powers, privileges and duties of the retiring Agent and
        the retiring Agent shall be discharged from its duties and obligations
        hereunder. After the Agent's resignation hereunder, the provisions of
        this Article and Sections 6.11(d) and 10.05 shall continue in effect for
        its benefit in respect of any actions taken or omitted to be taken by it
        while it was acting as Agent.

             With respect to the Loans made by it hereunder, the Agent, in its
        individual capacity and not as Agent, shall have the same rights and
        powers as any other Lender and may exercise the same as though it were
        not the Agent, and the Agent and its Affiliates may accept deposits
        from, lend money to and generally engage in any kind of business with
        the Borrower, any Subsidiary or any Affiliate thereof as if the Agent
        were not the Agent.

             Each Lender and the Fronting Bank recognizes that applicable laws,
        rules, regulations or guidelines of Governmental Authorities may require
        the Agent to determine whether the transactions contemplated hereby
        should be classified as  highly leveraged  or assigned any similar or
        successor classification and that such determination may be binding upon
        the other Lenders and the Fronting Bank. Each Lender and the Fronting
        Bank understands that any such determination shall be made solely by the
        Agent based upon such factors (which may include, without limitation,
        the Agent's internal policies and prevailing market practices) as the
        Agent shall deem relevant and agrees that the Agent shall have no
        liability for the consequences of any such determination.

             Each Lender and the Fronting Bank agree (a) to reimburse the
        Agent, on demand, in the amount of its pro rata share (based on its
        Commitment hereunder) of any expenses incurred for the benefit of the
        Lenders and the Fronting Bank by the Agent, including counsel fees and
        compensation of agents and employees paid for services rendered on
        behalf of the Lenders and the Fronting Bank, that shall not have been
        reimbursed by the Borrower and (b) to indemnify and hold harmless the
        Agent and any of its directors, officers, employees or agents, on
        demand, in the amount of such pro rata share, from and against any and
        all liabilities, taxes, obligations, losses, damages, penalties,
        actions, judgments, suits, costs, expenses or disbursements of any kind
        or nature whatsoever that may be imposed on, incurred by or asserted
        against it in its capacity as the Agent or any of them in any way
        relating to or arising out of this Agreement or any other Loan Document
        or any action taken or omitted by it or any of them under this Agreement
        or any other Loan Document, to the extent the same shall not have been
        reimbursed by the Borrower; provided that no Lender shall be liable to
        the Agent for any portion of such liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or
        disbursements resulting from the gross negligence or wilful misconduct
        of the Agent or any of its directors, officers, employees or agents.

             Each Lender and the Fronting Bank acknowledge that they have,
        independently and without reliance upon the Agent, any other Lender and
        the Fronting Bank and based on such documents and information as they
        have deemed appropriate, made their own credit analysis and decision to
        enter into this Agreement.  Each Lender and the Fronting Bank also
        acknowledge that they will, independently and without reliance upon the
        Agent or any other Lender and based on such documents and information as
        they shall from time to time deem appropriate, continue to make their
        own decisions in taking or not taking action under or based upon this
        Agreement or any other Loan Document, any related agreement or any
        document furnished hereunder or thereunder.

                                        ARTICLE X

                                     Miscellaneous

             SECTION 10.01. Notices. Notices and other communications provided
        for herein shall be in writing and shall be delivered by hand or
        overnight courier service, mailed or sent by telex, graphic scanning or
        other telegraphic communications equipment of the sending party, as
        follows:

                   (a) If to the Borrower or any Subsidiary Guarantor, at
             2601 Northwest Expressway, Suite 1000 West, Oklahoma City,
             Oklahoma 73112, Attention of Bryant P. Bynum, Telecopy
             No. ((405)879-5458).

                   (b) If to the Agent or the Fronting Bank, at 10 South
             LaSalle, Suite 2300, Chicago, Illinois 60603, Attention of
             Steven J. Faliski (Telecopy No. (312) 807-4077);  with a copy to
             Chemical Bank Agency Services Corporation, Grand Central Tower,
             140 East 45th Street, New York, New York 10017, Attention: Janet
             Belden (Telecopy No. (212) 622-0002).

                   (c) If to a Lender, at its address (or telecopy number) set
             forth on Schedule 2.01 or in the Assignment and Acceptance
             pursuant to which such Lender shall have become a party hereto.

        All notices and other communications given to any party hereto in
        accordance with the provisions of this Agreement shall be deemed to have
        been given on the date of receipt if delivered by hand or overnight
        courier service or sent by telex, telecopy or other telegraphic
        communications equipment of the sender, or on the date five Business
        Days after dispatch by certified or registered mail if mailed, in each
        case delivered, sent or mailed (properly addressed) to such party as
        provided in this Section 10.01 or in accordance with the latest
        unrevoked direction from such party given in accordance with this
        Section 10.01.

             SECTION 10.02. Survival of Agreement. All covenants, agreements,
        representations and warranties made by the Borrower or any Subsidiary
        Guarantor herein and/or in the certificates or other instruments
        prepared or delivered in connection with or pursuant to this Agreement
        or any other Loan Document shall be considered to have been relied upon
        by the Lenders and the Fronting Bank and shall survive the making by the
        Lenders of the Loans and the issuance of Letters of Credit by the
        Fronting Bank, regardless of any investigation made by the Lenders and
        the Fronting Bank or on their behalf, and shall continue in full force
        and effect as long as the principal of or any accrued interest on any
        Loan or any Fee or any other amount payable under this Agreement or any
        other Loan Document is outstanding and unpaid or any Letter of Credit is
        outstanding and so long as the Commitments and the LC Commitment have
        not been terminated.

             SECTION 10.03. Binding Effect. This Agreement shall become
        effective when it shall have been executed by the Borrower, the Agent
        and the Fronting Bank and when the Agent shall have received copies
        hereof that, when taken together, bear the signatures of each Lender,
        and thereafter shall be binding upon and inure to the benefit of the
        Borrower, the Agent, the Fronting Bank and each Lender and their
        respective successors and assigns, except that the Borrower shall not
        have the right to assign its rights hereunder or any interest herein
        without the prior consent of all the Lenders.

             SECTION 10.04. Successors and Assigns. (a) Whenever in this
        Agreement any of the parties hereto is referred to, such reference shall
        be deemed to include the successors and assigns of such party; and all
        covenants, promises and agreements by or on behalf of the Borrower, the
        Agent, the Fronting Bank or the Lenders that are contained in this
        Agreement shall bind and inure to the benefit of their respective
        successors and assigns.

             (b) Each Lender may assign to one or more assignees all or a
        portion of its interests, rights and obligations under this Agreement
        (including all or a portion of its Commitments and the Loans at the time
        owing to it and the Loans held by it); provided, however, that (i)
        except in the case of (A) any assignment to a Lender or an Affiliate of
        such Lender or (B) any assignment to an assignee reasonably acceptable
        to the Borrower (it being understood that any Lender and any Affiliate
        of any Lender shall be deemed to be acceptable to the Borrower for
        purposes of this clause) if such assignment was required by any
        Governmental Authority having jurisdiction over the assigning Lender,
        each of the Borrower (the consent of which shall not be unreasonably
        withheld), the Agent and, if any such assignment includes all or a
        portion of any Lender's Revolving Credit Commitment, the Fronting Bank,
        must give its prior written consent to such assignment, (ii) the amount
        of the Commitment of the assigning Lender subject to each such
        assignment (determined as of the date the Assignment and Acceptance with
        respect to such assignment is delivered to the Agent) shall not be less
        than $10,000,000 (or, if the amount of the assigning Lender's Commitment
        is less than $10,000,000,  an amount equal to the amount of such
        Commitment),  (iii) the parties to each such assignment shall execute
        and deliver to the Agent an Assignment and Acceptance, together with a
        processing and recordation fee of $3,500 (which shall be paid by the
        Borrower in the case of any assignment pursuant to Section 2.21) and
        (iv) the assignee, if it shall not be a Lender, shall deliver to the
        Agent an Administrative Questionnaire. Upon acceptance and recording
        pursuant to paragraph (e) of this Section 10.04, from and after the
        effective date specified in each Assignment and Acceptance, which
        effective date shall be (unless this clause is waived by the Agent) at
        least five Business Days after the execution thereof, (i) the assignee
        thereunder shall be a party hereto and, to the extent of the interest
        assigned by such Assignment and Acceptance, have the rights and
        obligations of a Lender under this Agreement and (ii) the assigning
        Lender thereunder shall, to the extent of the interest assigned by such
        Assignment and Acceptance, be released from its obligations under this
        Agreement (and, in the case of an Assignment and Acceptance covering all
        or the remaining portion of an assigning Lender's rights and obligations
        under this Agreement, such Lender shall cease to be a party hereto but
        shall continue to be entitled to the benefits of Sections 2.14, 2.16,
        2.20, 6.11(d) and 10.05, as well as to any Fees accrued for its account
        and not yet paid).

             (c) By executing and delivering an Assignment and Acceptance, the
        assigning Lender thereunder and the assignee thereunder shall be deemed
        to confirm to and agree with each other and the other parties hereto as
        follows: (i) such assigning Lender warrants that it is the legal and
        beneficial owner of the interest being assigned thereby free and clear
        of any adverse claim and that its Commitments and LC Commitment, and the
        outstanding balances of its Term Loans and Revolving Loans, in each case
        without giving effect to assignments thereof that have not become
        effective, are as set forth in such Assignment and Acceptance;
        (ii) except as set forth in clause (i) above, such assigning Lender
        makes no representation or warranty and assumes no responsibility with
        respect to any statements, warranties or representations made in or in
        connection with this Agreement, or the execution, legality, validity,
        enforceability, genuineness, sufficiency or value of this Agreement, any
        other Loan Document or any other instrument or document furnished
        pursuant hereto, or the financial condition of the Borrower or any
        Subsidiary or the performance or observance by the Borrower or any
        Subsidiary Guarantor of any of its obligations under this Agreement, any
        other Loan Document or any other instrument or document furnished
        pursuant hereto; (iii) such assignee represents and warrants that it is
        legally authorized to enter into such Assignment and Acceptance;
        (iv) such assignee confirms that it has received a copy of this
        Agreement, together with copies of the most recent financial statements
        delivered pursuant to Section 6.04 and such other documents and
        information as it has deemed appropriate to make its own credit analysis
        and decision to enter into such Assignment and Acceptance; (v) such
        assignee will independently and without reliance upon the Agent, such
        assigning Lender or any other Lender and based on such documents and
        information as it shall deem appropriate at the time, continue to make
        its own credit decisions in taking or not taking action under this
        Agreement; (vi) such assignee appoints and authorizes the Agent to take
        such action as agent on its behalf and to exercise such powers under
        this Agreement as are delegated to the Agent by the terms hereof,
        together with such powers as are reasonably incidental thereto; and
        (vii) such assignee agrees that it will perform in accordance with their
        terms all the obligations that by the terms of this Agreement are
        required to be performed by it as a Lender.

             (d) The Agent, acting for this purpose as agent of the Borrower,
        shall maintain at one of its offices in The City of New York a copy of
        each Assignment and Acceptance delivered to it and a register for the
        recordation of the names and addresses of the Lenders, and the
        Commitments and LC Commitment of, and principal amount of the Loans
        owing to, each Lender pursuant to the terms hereof from time to time
        (the  Register ). The entries in the Register shall be conclusive in the
        absence of manifest error and the Borrower, the Agent, the Fronting Bank
        and the Lenders shall treat each Person whose name is recorded in the
        Register pursuant to the terms hereof as a Lender hereunder for all
        purposes of this Agreement.  The Register shall be available for
        inspection by the Borrower, the Fronting Bank and any Lender, at any
        reasonable time and from time to time upon reasonable prior notice.

             (e) Upon its receipt of a duly completed Assignment and Acceptance
        executed by an assigning Lender and an assignee, an Administrative
        Questionnaire completed in respect of the assignee (unless the assignee
        shall already be a Lender hereunder), the processing and recordation fee
        referred to in paragraph (b) above and the written consent of the Agent
        to such assignment, the Agent shall (i) accept such Assignment and
        Acceptance, (ii) record the information contained therein in the
        Register and (iii) give prompt notice thereof to the Lenders and the
        Fronting Bank. 

             (f) Each Lender may without the consent of the Borrower, the Agent
        or the Fronting Bank sell participation to one or more banks or other
        entities in all or a portion of its rights and obligations under this
        Agreement (including all or a portion of its Commitments and the Loans
        owing to it and the Loans held by it); provided, however, that (i) such
        Lender's obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations, (iii) the participating
        banks or other entities shall be entitled to the benefit of the cost
        protection provisions contained in Sections 2.14, 2.16 and 2.20 to the
        same extent as if they were Lenders, provided that the Borrower shall
        not be required to reimburse the participating lenders or other entities
        pursuant to Section 2.14, 2.16 or 2.20 in an amount which exceeds the
        amount that would have been payable thereunder to such Lender had such
        Lender not sold such participation and (iv) the Borrower, the Agent, the
        Fronting Bank and the other Lenders shall continue to deal solely and
        directly with such Lender in connection with such Lender's rights and
        obligations under this Agreement, and such Lender shall retain the sole
        right to enforce the obligations of the Borrower relating to the Loans
        or LC Disbursements and to approve any amendment, modification or waiver
        of any provision of this Agreement (provided that the participating bank
        or other entity may be provided with the right to approve amendments,
        modifications or waivers affecting it with respect to (A) any decrease
        in the Fees payable hereunder with respect to Loans in which the
        participating bank or other entity has purchased a participation,
        (B) any change in the amount of principal of, or decrease in the rate at
        which interest is payable, on the Loans in which the participating bank
        or other entity has purchased a participation, (C) any extension of the
        dates fixed for scheduled payments of principal of or interest on the
        Loans in which the participating bank or other entity has purchased a
        participation or (D) any release of all or substantially all the
        Collateral).

             (g) Any Lender or participant may, in connection with any
        assignment or participation or proposed assignment or participation
        pursuant to this Section 10.04, disclose to the assignee or participant
        or proposed assignee or participant any information relating to the
        Borrower and the Subsidiaries furnished to such Lender by or on behalf
        of the Borrower; provided that, prior to any such disclosure of
        information designated by the Borrower as confidential, each such
        assignee or participant or proposed assignee or participant shall
        execute an agreement whereby such assignee or participant shall agree
        (subject to customary exceptions) to preserve the confidentiality of
        such confidential information.

             (h) In the event that Standard & Poor's Corporation, Moody's
        Investors Service, Inc., and Thompson's BankWatch (or InsuranceWatch
        Ratings Service, in the case of Lenders that are insurance companies (or
        Best's Insurance Reports, if such insurance company is not rated by
        InsuranceWatch Ratings Service)) shall, after the date that any Lender
        becomes a Lender, downgrade the long-term certificate of deposit ratings
        of such Lender, and the resulting ratings shall be below BBB-, Baa3 and
        C (or BB, in the case of a Lender that is an insurance company (or B, in
        the case of an insurance company not rated by InsuranceWatch Ratings
        Service)), then the Fronting Bank shall have the right, but not the
        obligation, at its own expense, upon notice to such Lender and the
        Agent, to replace (or to request the Borrower to use its reasonable
        efforts to replace) such Lender with an assignee (in accordance with and
        subject to the restrictions contained in paragraph (b) above), and such
        Lender hereby agrees to transfer and assign without recourse (in
        accordance with and subject to the restrictions contained in paragraph
        (b) above) all its interests, rights and obligations in respect of its
        Revolving Credit Commitment to such assignee; provided, however, that
        (i) no such assignment shall conflict with any law, rule and regulation
        or order of any Governmental Authority and (ii) the Fronting Bank or
        such assignee, as the case may be, shall pay to such Lender in
        immediately available funds on the date of such assignment the principal
        of and interest accrued to the date of payment on the Loans made by such
        Lender hereunder and all other amounts accrued for such Lender's account
        or owed to it hereunder.

             (i) Any Lender may at any time assign all or any portion of its
        rights under this Agreement to a Federal Reserve Bank provided that no
        such assignment shall release a Lender from any of its obligations
        hereunder. In order to facilitate such an assignment to a Federal
        Reserve Bank, the Borrower shall, at the request of the assigning
        Lender, promptly execute and deliver to the assigning Lender a note, in
        a form reasonably acceptable to such Lender, the Agent and the Borrower,
        evidencing the Loans made to the Borrower by the assigning Lender
        hereunder.

             (j) The Borrower shall not assign or delegate any of its rights or
        duties hereunder without the prior written consent of the Agent, the
        Fronting Bank and each Lender. Except as provided in Section 3.09, the
        Fronting Bank may not assign or delegate any of its respective rights
        and duties hereunder without the prior written consent of the Borrower
        and the Agent.

             SECTION 10.05. Expenses; Indemnity. (a) The Borrower agrees to pay
        all out-of-pocket expenses incurred by the Agent, the Fronting Bank and
        the Collateral Agent in connection with the preparation of this
        Agreement and the other Loan Documents or in connection with any
        amendments, modifications or waivers of the provisions hereof or thereof
        (whether or not the transactions hereby contemplated shall be
        consummated) or incurred by the Agent, the Fronting Bank, the Collateral
        Agent or any Lender in connection with the enforcement or protection of
        their rights in connection with this Agreement and the other Loan
        Documents or in connection with the Loans made or the Letters of Credit
        issued hereunder, including the reasonable fees, other charges and
        disbursements of Cravath, Swaine & Moore, counsel for the Agent, the
        Collateral Agent and the Fronting Bank and of local counsel, and, in
        connection with any such enforcement or protection, the reasonable fees,
        other charges and disbursements of any other counsel for the Agent, the
        Fronting Bank, the Collateral Agent or any Lender. The Borrower further
        agrees that it shall indemnify (i) the Agent, the Fronting Bank, the
        Collateral Agent and the Lenders from and hold them harmless against any
        documentary taxes, assessments or charges made by any Governmental
        Authority by reason of the execution and delivery and/or recordation of
        this Agreement or any of the other Loan Documents and (ii) to reimburse
        the Agent for any out-of-pocket expenses and charges incurred by it in
        connection with its initial and on-going examinations of the Collateral.

             (b) The Borrower agrees to indemnify the Agent, the Fronting Bank,
        the Collateral Agent and each Lender and each of their respective
        directors, officers, employees, agents and Affiliates (each such Person
        being called an  Indemnitee ) against, and to hold each Indemnitee
        harmless from, any and all losses, claims, damages, liabilities and
        related expenses, including reasonable counsel fees, charges and
        disbursements, incurred by or asserted against any Indemnitee arising
        out of, in any way connected with, or as a result of (i) the execution
        or delivery of this Agreement or any other Loan Document or any
        agreement or instrument contemplated hereby or thereby, the performance
        by the parties hereby or thereto of their respective obligations
        hereunder or thereunder or the consummation of the Transactions and the
        other transactions contemplated hereby or thereby, (ii) the use of the
        Letters of Credit or the proceeds of the Loans or (iii) any claim,
        litigation, investigation or proceeding relating to any of the
        foregoing, whether or not any Indemnitee is a party thereto; provided
        that such indemnity shall not, as to any Indemnitee, be available to the
        extent that such losses, claims, damages, liabilities or related
        expenses are determined by a court of competent jurisdiction by final
        and nonappealable judgment to have resulted from the gross negligence or
        wilful misconduct of such Indemnitee.

             (c) The provisions of this Section 10.05 shall remain operative
        and in full force and effect regardless of the expiration of the term of
        this Agreement, the consummation of the transactions contemplated
        hereby, the repayment of any of the Loans, the invalidity or
        unenforceability of any term or provision of this Agreement or any other
        Loan Document, or any investigation made by or on behalf of the Agent,
        the Fronting Bank, the Collateral Agent, the Fronting Bank or any
        Lender. All amounts due under this Section 10.05 shall be payable on
        written demand therefor.

             SECTION 10.06. Right of Setoff. If an Event of Default shall have
        occurred and be continuing, each Lender is hereby authorized at any time
        and from time to time, to the fullest extent permitted by applicable
        law, to set off and apply any and all deposits (general or special, time
        or demand, provisional or final) at any time held and other indebtedness
        at any time owing by such Lender to or for the credit or the account of
        the Borrower against any of and all the obligations of the Borrower now
        or hereafter existing under this Agreement and other Loan Documents held
        by such Lender, irrespective of whether such Lender shall have made any
        demand under this Agreement or such other Loan Document and although
        such obligations may be unmatured. The rights of each Lender under this
        Section 10.06 are in addition to other rights and remedies (including
        other rights of setoff) that such Lender may have.

             SECTION 10.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN
        DOCUMENTS (OTHER THAN AS EXPRESSLY PROVIDED IN THE MORTGAGES AND THE
        TRADEMARK SECURITY AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

             SECTION 10.08. Waivers; Amendment. (a) No failure or delay on the
        part of the Agent, the Fronting Bank, the Collateral Agent or any Lender
        in exercising any power or right hereunder shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such right or
        power, or any abandonment or discontinuance of steps to enforce such a
        right or power, preclude any other or further exercise thereof or the
        exercise of any other right or power. The rights and remedies of the
        Agent, the Fronting Bank, the Collateral Agent and the Lenders hereunder
        and under the other Loan Documents are cumulative and are not exclusive
        of any rights or remedies that they would otherwise have. No waiver of
        any provision of this Agreement or any other Loan Document or consent to
        any departure by the Borrower therefrom shall in any event be effective
        unless the same shall be permitted by paragraph (b) below, and then such
        waiver or consent shall be effective only in the specific instance and
        for the purpose for which given. No notice or demand on the Borrower in
        any case shall entitle the Borrower to any other or further notice or
        demand in similar or other circumstances. 

             (b) Neither this Agreement, the Guarantee Agreement or any of the
        Security Documents nor any provision hereof or thereof may be waived,
        amended or modified except, in the case of this Agreement, pursuant to
        an agreement or agreements in writing entered into by the Borrower and
        the Required Lenders, or, in the case of the Guarantee Agreement or any
        of the Security Documents, pursuant to an agreement or agreements in
        writing entered into by the Borrower, the Subsidiary Guarantors and the
        Collateral Agent and consented to by the Required Lenders; provided,
        however, that no such agreement shall (i) reduce the principal amount
        of, or extend the  scheduled maturity of, any principal of or interest
        on, any Loan, or forgive any such payment or any part thereof, or reduce
        the rate of interest on any Loan, without the prior written consent of
        each holder of a Loan affected thereby,  (ii) increase the Commitment of
        any Lender as specified on Schedule 2.01 or reduce the Commitment Fees
        of any Lender without the prior written consent of such Lender,
        (iii) amend or modify the provisions of Section 2.17, the provisions of
        this Section 10.08(b) or the definition of the term  Required Lenders 
        without the prior written consent of each Lender or (iv) release all or
        substantially all of the Collateral under any Security Document other
        than as expressly permitted hereunder or under such Security Document
        without the prior written consent of each Lender; provided further that
        no such agreement shall amend, modify or otherwise affect the rights or
        duties of the Agent or the Fronting Bank hereunder without the prior
        written consent of the Agent or the Fronting Bank, as the case may be.  

             SECTION 10.09. Interest Rate Limitation. Notwithstanding anything
        herein to the contrary, if at any time the applicable interest rate,
        together with all fees and charges that are treated as interest under
        applicable law (collectively, the  Charges ), as provided for herein or
        in any other document executed in connection herewith, or otherwise
        contracted for, charged, received, taken or reserved by any Lender,
        shall exceed the maximum lawful rate (the  Maximum Rate ) that may be
        contracted for, charged, taken, received or reserved by such Lender in
        accordance with applicable law, the rate of interest payable under the
        Loans held by such Lender, together with all Charges payable to such
        Lender, shall be limited to the Maximum Rate.

             SECTION 10.10. Entire Agreement. This Agreement and the other Loan
        Documents and the fee letter referred to in Section 2.05(c) constitute
        the entire contract between the parties relative to the subject matter
        hereof. Any previous agreement among the parties with respect to the
        subject matter hereof is superseded by this Agreement and the other Loan
        Documents. Nothing in this Agreement or in the other Loan Documents,
        expressed or implied, is intended to confer upon any party other than
        the parties hereto and thereto any rights, remedies, obligations or
        liabilities under or by reason of this Agreement or the other Loan
        Documents.

             SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
        WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
        MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
        INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
        ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
        REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
        EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
        LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
        THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
        THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
        OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
        SECTION 10.11.

             SECTION 10.12. Severability. In the event any one or more of the
        provisions contained in this Agreement or in any other Loan Document
        should be held invalid, illegal or unenforceable in any respect, the
        validity, legality and enforceability of the remaining provisions
        contained herein and therein shall not in any way be affected or
        impaired thereby. The parties shall endeavor in good-faith negotiations
        to replace the invalid, illegal or unenforceable provisions with valid
        provisions, the economic effect of which comes as close as possible to
        that of the invalid, illegal or unenforceable provisions.

             SECTION 10.13. Counterparts. This Agreement may be executed in two
        or more counterparts, each of which shall constitute an original but all
        of which when taken together shall constitute but one contract, and
        shall become effective as provided in Section 10.03.

             SECTION 10.14. Headings. Article and Section headings and the
        Table of Contents used herein are for convenience of reference only, are
        not part of this Agreement and are not to affect the construction of, or
        to be taken into consideration in interpreting, this Agreement.

             SECTION 10.15. Jurisdiction; Consent to Service of Process. (a)
        The Borrower hereby irrevocably and unconditionally submits, for itself
        and its property, to the nonexclusive jurisdiction of any New York State
        court or Federal court of the United States of America sitting in
        New York City, and any appellate court from any thereof, in any action
        or proceeding arising out of or relating to this Agreement or the other
        Loan Documents, or for recognition or enforcement of any judgment, and
        each of the parties hereto hereby irrevocably and unconditionally agrees
        that all claims in respect of any such action or proceeding may be heard
        and determined in such New York State or, to the extent permitted by
        law, in such Federal court. Each of the parties hereto agrees that a
        final judgment in any such action or proceeding shall be conclusive and
        may be enforced in other jurisdictions by suit on the judgment or in any
        other manner provided by law. Nothing in this Agreement shall affect any
        right that any Lender may otherwise have to bring any action or
        proceeding relating to this Agreement or the other Loan Documents
        against the Borrower or its properties in the courts of any
        jurisdiction.

             (b) The Borrower hereby irrevocably and unconditionally waives, to
        the fullest extent it may legally and effectively do so, any objection
        that it may now or hereafter have to the laying of venue of any suit,
        action or proceeding arising out of or relating to this agreement or the
        other Loan Documents in any New York State or Federal court. Each of the
        parties hereto hereby irrevocably waives, to the fullest extent
        permitted by law, the defense of an inconvenient forum to the
        maintenance of such action or proceeding in any such court.

             (c) Each party to this Agreement irrevocably consents to service
        of process in the manner provided for notices in Section 10.01. Nothing
        in this Agreement will affect the right of any party to this Agreement
        to serve process in any other manner permitted by law.

             SECTION 10.16. Mortgaged Property Casualty and Condemnation.
        (a)  Notwithstanding any other provision of this Agreement or the
        Security Documents, the Collateral Agent is authorized, at its option
        (for the benefit of the Secured Parties), to collect and receive, to the
        extent payable to the Borrower or any Subsidiary Guarantor, all
        insurance proceeds, damages, claims and rights of action and the right
        thereto under any insurance policies with respect to any casualty or
        other insured damage ( Casualty ) to any portion of any Mortgaged
        Property (collectively,  Insurance Proceeds ), unless an Event of
        Default shall not have occurred and be continuing. The Borrower agrees
        to notify, and to cause each Subsidiary Guarantor to notify, the
        Collateral Agent and the Agent, in writing, promptly after the Borrower
        or any Subsidiary Guarantor obtains notice or knowledge of any Casualty
        to a Mortgaged Property, which notice shall set forth a description of
        such Casualty and the Borrower's or such Subsidiary Guarantor's good
        faith estimate of the amount of related damages. If the Borrower or any
        Subsidiary Guarantor shall receive any Insurance Proceeds, the Borrower
        agrees, subject to the foregoing limitations, to endorse and transfer,
        and to cause any Subsidiary Guarantor to endorse and transfer, any
        Insurance Proceeds it receives to the Collateral Agent.

             (b) The Borrower will notify, and cause each Subsidiary Guarantor
        to notify, the Collateral Agent and the Agent immediately upon obtaining
        knowledge of the institution of any action or proceeding for the taking
        of any Mortgaged Property, or any part thereof or interest therein, for
        public or quasi-public use under the power of eminent domain, by reason
        of any public improvement or condemnation proceeding, or in any other
        manner (a  Condemnation ). No settlement or compromise of any claim in
        connection with any such action or proceeding shall be made without the
        consent of the Collateral Agent, which consent shall not be unreasonably
        withheld. The Collateral Agent is authorized, at its option (for the
        benefit of the Secured Parties), to collect and receive all proceeds of
        any such Condemnation (in each case, the  Condemnation Proceeds ). The
        Borrower agrees to execute, and to cause any Subsidiary Guarantor to
        execute, such further assignments of any Condemnation Proceeds as the
        Collateral Agent may reasonably require.

             (c) In the event of a Condemnation of all or  substantially all 
        of any Mortgaged Property (which determination shall be made by the
        Collateral Agent in its reasonable discretion), unless the Borrower
        shall have notified the Collateral Agent in writing promptly after such
        Condemnation that it or the applicable Subsidiary Guarantor intends to
        replace the related Mortgaged Property (and no Default or Event of
        Default shall have occurred and be continuing at the time of such
        election), the Collateral Agent may deem such event to be a Prepayment
        Event, and shall apply the Condemnation Proceeds received as a result of
        such Condemnation (less the reasonable costs, if any, incurred by the
        Collateral Agent or the Borrower or any Subsidiary Guarantor in the
        recovery of such Condemnation Proceeds, including reasonable attorneys'
        fees, other charges and disbursements (the Collateral Agent having
        agreed to reimburse the Borrower or such Subsidiary Guarantor from such
        Condemnation Proceeds for such costs incurred by the Borrower or such
        Subsidiary Guarantor)) to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c), with any
        remaining Condemnation Proceeds being returned to the Borrower or such
        Subsidiary Guarantor. If the Borrower or the applicable Subsidiary
        Guarantor shall elect to replace a Mortgaged Property as contemplated
        above, (i) the replacement property shall be of utility comparable to
        that of the replaced Mortgaged Property and (ii) the insufficiency of
        any Condemnation Proceeds to defray the entire expense of the related
        location, acquisition and replacement of such replacement property shall
        in no way relieve the Borrower or such Subsidiary Guarantor of its
        obligation to complete the construction of any replacement property if
        the Borrower or such Subsidiary Guarantor shall have made such election
        and shall have acquired the related real property.

             (d) In the event of any Condemnation of the Mortgaged Property, or
        any part thereof (other than a Condemnation described in paragraph (c)
        above (unless such Condemnation shall not be deemed to be a Prepayment
        Event or the Borrower or the applicable Subsidiary Guarantor shall be
        permitted and shall have elected to replace the related Mortgaged
        Property, in each case, as provided in paragraph (c) above) and subject
        to the provisions of paragraph (f) below, the Collateral Agent shall
        apply the Condemnation Proceeds, first, in the case of a partial
        Condemnation, to the repair or restoration of any integrated structure
        subject to such Condemnation or, in the case of a total or
         substantially all  Condemnation, to the location of a replacement
        property, acquisition of such replacement property and construction of
        the replacement structures, in each case, under the conditions specified
        in paragraph (f) below, and, second, shall apply the remainder of such
        Condemnation Proceeds (less the reasonable costs, if any, incurred by
        the Collateral Agent or the Borrower or the applicable Subsidiary
        Guarantor in the recovery of such Condemnation Proceeds, including
        reasonable attorneys' fees (the Collateral Agent having agreed to
        reimburse the Borrower or such Subsidiary Guarantor from such
        Condemnation Proceeds for such costs incurred by the Borrower or such
        Subsidiary Guarantor)) to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c), with any
        remaining Condemnation Proceeds being returned to the Borrower or such
        Subsidiary Guarantor.

             (e) In the event of any Casualty of less than 50% of the useable
        square footage of the improvements of any Mortgaged Property, the
        Borrower shall, and shall cause each Subsidiary Guarantor to, subject to
        the conditions contained in clause (f), restore the Mortgaged Property
        to substantially its same condition immediately prior to such Casualty.
        In the event of any Casualty of greater than 50% of the useable square
        footage of the improvements of any Mortgaged Property and so long as no
        Default or Event of Default has occurred and is continuing, the Borrower
        shall have the option to either:

                   (i) restore (or cause the applicable Subsidiary Guarantor to
             restore) the Mortgaged Property to a condition substantially
             similar to its condition immediately prior to such Casualty and to
             invest the balance, if any, of any Insurance Proceeds, in
             equipment, vehicles or other assets used in the Borrower's or such
             Subsidiary Guarantor's principal lines of business within 180 days
             after the receipt thereof, provided that the Borrower or such
             Subsidiary Guarantor, pending such reinvestment, promptly deposits
             such excess Insurance Proceeds in a cash collateral account
             established with the Collateral Agent for the benefit of the
             Secured Parties; 

                   (ii) replace (or cause the applicable Subsidiary Guarantor
             to replace) the Mortgaged Property with property of utility
             comparable to that of the replaced Mortgage Property and to invest
             the balance, if any, of any Insurance Proceeds, in equipment,
             vehicles or other assets used in the Borrower's or such Subsidiary
             Guarantor's principal lines of business within 180 days after the
             receipt thereof, provided that the Borrower or such Subsidiary
             Guarantor, pending such reinvestment, promptly deposits such
             excess Insurance Proceeds in a cash collateral account established
             with the collateral Agent for the benefit of the Secured Parties;
             or

                   (iii) direct (or cause the applicable Subsidiary Guarantor
             to direct) the Collateral Agent to apply the related Insurance
             Proceeds to prepay obligations outstanding under this Agreement to
             the extent required under Section 2.13(c), with any remaining
             Insurance Proceeds being returned to the Borrower or such
             Subsidiary Guarantor.

        It is understood that any excess Insurance Proceeds that are not
        reinvested in the Borrower's or the applicable Subsidiary Guarantor's
        principal lines of business as contemplated above will be applied to
        prepay obligations outstanding under this Agreement to the extent
        required under Section 2.13(c).

             If required to do so, the Borrower shall make, or cause the
        applicable Subsidiary Guarantor to make, the election contemplated by
        the immediately preceding paragraph by notifying the Collateral Agent
        and the Agent promptly after the later to occur of (A) five days after
        the Borrower or such Subsidiary Guarantor and their respective insurance
        carriers  reach a final determination of the amount of any Insurance
        Proceeds and (B) 30 days after the occurrence of the Casualty. If the
        Borrower or such Subsidiary Guarantor shall be required or shall elect
        to restore or replace the Mortgaged Property, the insufficiency of any
        Insurance Proceeds or Condemnation Proceeds to defray the entire expense
        of such restoration or replacement shall in no way relieve the Borrower
        or such Subsidiary Guarantor of such obligation to so restore or so
        replace if it is so required or once such election has been made. In the
        event the Borrower or such Subsidiary Guarantor shall be required to
        restore or replace or shall notify the Collateral Agent and the Agent of
        its election to restore or replace, the Borrower shall diligently and
        continuously prosecute, or cause such Subsidiary Guarantor to so
        prosecute, the restoration or replacement of the Mortgaged Property to
        completion. In the circumstance where the Borrower or such Subsidiary
        Guarantor shall be required to restore or replace or shall so elect to
        restore or replace and no Default or Event of Default has occurred and
        is continuing the Borrower or such Subsidiary Guarantor shall not be
        required to comply with the requirements of paragraph (f) below in
        connection with such restoration or replacement (except as required by
        clause (f)(ii)(A) and (B)), so long as the cost of such restoration or
        replacement shall be less than $200,000. In the event of a Casualty
        where the Borrower or such Subsidiary Guarantor is required to make the
        election set forth above and the Borrower either shall fail to notify or
        to cause such Subsidiary Guarantor to notify the Collateral Agent and
        the Agent of its election within the period set forth above or the
        Borrower or such Subsidiary Guarantor shall elect not to restore or
        replace the Mortgaged Property, the Collateral Agent shall (after being
        reimbursed for all reasonable costs of recovery of such Insurance
        Proceeds including reasonable attorneys' fees and after reimbursing the
        Borrower or such Subsidiary Guarantor for all such reasonable costs
        incurred by the Borrower or such Subsidiary Guarantor) apply such
        Insurance Proceeds to prepay obligations outstanding under this
        Agreement to the extent required under Section 2.13(c). In addition,
        upon such prepayment, the Borrower shall be obligated to place, or cause
        such Subsidiary Guarantor to place, the remaining portion, if any, of
        the Mortgaged Property in a safe condition that is otherwise in
        compliance with the requirements of applicable Governmental Authorities
        and the provisions of this Agreement and the applicable Mortgage.

             (f) Except as otherwise specifically provided in this
        Section 10.16, all Insurance Proceeds and all Condemnation Proceeds
        recovered by the Collateral Agent (A) are to be applied to the
        restoration or replacement of the applicable Mortgaged Property (or, if
        permitted in the event of a total or  substantially all  Condemnation as
        contemplated in paragraph (c) above, to the replacement of the
        applicable Mortgaged Property) (less the reasonable cost, if any, to the
        Collateral Agent of such recovery and of paying out such proceeds,
        including reasonable attorneys' fees, other charges and disbursements
        and costs allocable to inspecting the Work (as defined below) and
        (B) shall be applied by the Collateral Agent to the payment of the cost
        of restoring or replacing the Mortgaged Property so damaged, destroyed
        or taken or of the portion or portions of the Mortgaged Property not so
        taken (the  Work ) and (C) shall be paid out from time to time to the
        Borrower or the applicable Subsidiary Guarantor as and to the extent the
        Work (or the location and acquisition of any replacement of any
        Mortgaged Property) progresses for the payment thereof, but subject to
        each of the following conditions:

                   (i) the Borrower or the applicable Subsidiary Guarantor must
             promptly commence the restoration process or the replacement
             process in connection with the Mortgaged Property;

                   (ii) the Work shall be in the charge of an architect or
             engineer and before the Borrower or the applicable Subsidiary
             Guarantor commences any Work, other than temporary work to protect
             property or prevent interference with business, the Collateral
             Agent shall have received the plans and specifications and the
             general contract for the Work from the Borrower or the applicable
             Subsidiary Guarantor.  Said plans and specifications shall provide
             for such Work that, upon completion thereof, the improvements
             shall (A) be in compliance with all requirements of applicable
             Governmental Authorities such that all representations or
             warranties of the Borrower or such Subsidiary Guarantor relating
             to the compliance of such Mortgaged Property with applicable laws,
             rules or regulations in this Credit Agreement or the Security
             Documents will be correct in all respects and (B) be at least
             equal in value and general utility to the improvements that were
             on such Mortgaged Property (or that were on the Mortgaged Property
             that has been replaced, if applicable) prior to the Casualty or
             Taking, and in the case of a Taking, subject to the effect of such
             Taking;

                   (iii) except as provided in (iv) below, each request for
             payment shall be made on seven days' prior notice to the
             Collateral Agent and shall be accompanied by a certificate to be
             made by such architect or engineer, stating (A) that all the Work
             completed has been done in substantial compliance with the plans
             and specifications, (B) that the sum requested is justly required
             to reimburse the Borrower or the applicable Subsidiary Guarantor
             for payments by the Borrower or such Subsidiary Guarantor to, or
             is justly due to, the contractor, subcontractors, materialmen,
             laborers, engineers, architects or other Persons rendering
             services or materials for the Work (giving a brief description of
             such services and materials) and that, when added to all sums
             previously paid out by the Collateral Agent, does not exceed the
             value of the Work done to the date of such certificate;

                   (iv) each request for payment in connection with the
             acquisition of a replacement Mortgaged Property shall be made on
             30 days' prior notice to the Collateral Agent and, in connection
             therewith, (A) each such request shall be accompanied by a copy of
             the sales contract or other document governing the acquisition of
             the replacement property by the Borrower or the applicable
             Subsidiary Guarantor and a certificate of the Borrower or such
             Subsidiary Guarantor stating that the sum requested represents the
             sales price under such contract or document and the related
             reasonable transaction fees and expenses (including brokerage
             fees) and setting forth in sufficient detail the various
             components of such requested sum and (B) the Borrower shall (and
             shall cause such Subsidiary Guarantor to) (I) in addition to any
             other items required to be delivered under this Section 10.16,
             provide the Agent and the Collateral Agent with such opinions,
             documents, certificates, title insurance policies (as required by
             Section 5.02(m)), surveys and other insurance policies as they may
             reasonably request and (II) take such other actions as the Agent
             and the Collateral Agent may reasonably deem necessary or
             appropriate (including actions with respect to the delivery to the
             Collateral Agent of a first priority Mortgage as required by
             Section 5.02(m) and assignment with respect to such real property
             for ratable benefit of the Secured Parties);

                   (v) each request shall be accompanied by waivers of lien
             satisfactory to the Collateral Agent covering that part of the
             Work for which payment or reimbursement is being requested and, if
             required by the Collateral Agent, by a search prepared by a title
             company or licensed abstractor or by other evidence satisfactory
             to the Collateral Agent, that there has not been filed with
             respect to such Mortgaged Property any mechanics' or other lien or
             instrument for the retention of title in respect of any part of
             the Work not discharged of record or bonded to the reasonable
             satisfaction of the Collateral Agent;

                   (vi) there shall be no Default or Event of Default that has
             occurred and is continuing;

                   (vii) the request for any payment after the Work has been
             completed shall be accompanied by a copy of any certificate or
             certificates required by law to render occupancy of the
             improvements being rebuilt, repaired or restored legal; and

                   (viii) after commencing the Work, the Borrower shall (and
             shall cause the applicable Subsidiary Guarantor to) continue to
             perform the Work diligently and in good faith to completion in
             accordance with the approved plans and specifications.

        Upon completion of the Work and payment in full therefor, the Collateral
        Agent will disburse to the Borrower or the applicable Subsidiary
        Guarantor the amount of any Insurance Proceeds or Condemnation Proceeds
        then or thereafter in the hands of the Collateral Agent on account of
        the Casualty or Taking that necessitated such Work to be applied (x) to
        prepay obligations outstanding under this Agreement to the extent
        required under Section 2.13(c), with any excess being returned to the
        Borrower or the applicable Subsidiary Guarantor, or (y) to be reinvested
        in the Borrower's or such Subsidiary Guarantor's principal lines of
        business within 180 days after the receipt thereof, provided that the
        Borrower, pending such reinvestment, promptly deposits (or causes the
        applicable Subsidiary Guarantor to  so deposit) such amounts in a cash
        collateral account established with the Collateral Agent for the benefit
        of the Secured Parties.

             (g) Notwithstanding any other provisions of this Section 10.16, if
        the Borrower or the applicable Subsidiary Guarantor shall have elected
        to replace a Mortgaged Property as contemplated in paragraphs (c) and
        (e) above, all Condemnation Proceeds or Insurance Proceeds held by the
        Collateral Agent in connection therewith shall be applied to prepay
        obligations outstanding under this Agreement to the extent required
        under Section 2.13(c) if (i) the Borrower notifies the Collateral Agent
        and the Agent that it or the applicable Subsidiary Guarantor does not
        intend to replace the related Mortgaged Property, (ii) a Responsible
        Officer of the Borrower shall not have notified the Agent and the
        Collateral Agent in writing that the Borrower or the applicable
        Subsidiary Guarantor has acquired or has entered into a binding contract
        to acquire land upon which it will construct the replacement property
        within six months after the related Condemnation or Casualty or
        (iii) the Borrower shall have not notified the Agent and the Collateral
        Agent in writing that it or the applicable Subsidiary Guarantor has
        begun construction of the replacement structures within one year after
        the related Condemnation or Casualty. Any funds not required to be
        applied in accordance with Section 2.13(c) shall be returned to the
        Borrower or the applicable Subsidiary Guarantor.

             (h) Nothing in this Section 10.16 shall prevent the Collateral
        Agent from applying at any time all or any part of the Insurance
        Proceeds or Condemnation Proceeds to the curing of any Event of Default
        under this Credit Agreement. 

             (i) The execution of a Mortgage or a Leasehold Mortgage by any
        Subsidiary Guarantor shall be deemed to be an acknowledgement and
        acceptance of the provisions of this Section 10.16 and the provisions of
        Section 10.17.

             SECTION 10.17. Investment of Certain Escrowed Amounts. (a) In the
        event that the Borrower deposits (or causes any Subsidiary to deposit)
        money with the Collateral Agent, or such money is received directly by
        the Collateral Agent, pursuant to or in connection with (a) the
        definition of the term  Prepayment Event  (in connection with any
        deposit of Net Cash Proceeds pending any permitted reinvestment
        contemplated by such definition (other than with respect to any
        Mortgaged Property Casualty or Condemnation governed by Section 10.16))
        or (b) Section 10.16 (in connection with any Mortgaged Property Casualty
        or Condemnation), the Borrower and each applicable Subsidiary
        understands and agrees that (i) such amounts shall be held as collateral
        for the payment of the Obligations in separate escrow accounts (or sub-
        accounts of a single escrow account) with the Collateral Agent for the
        benefit of the Secured Parties, (ii) the Collateral Agent shall have
        exclusive dominion and control over such accounts (or subaccounts),
        (iii) other than any interest earned on the investment of such deposits
        in Permitted Investments, which investments shall be made at the option
        and sole discretion of the Collateral Agent, such deposits shall not
        bear interest, (iv) interest or profits, if any, on such investments
        shall accumulate in such accounts (or sub-accounts) and (v) amounts held
        in such accounts (or sub-accounts) shall be released or applied (A) in
        the case of Section 10.16, as provided in (and subject to the provisions
        of) such Section and (B) in all other cases, upon the demand by the
        Borrower in connection with the Borrower's or the applicable
        Subsidiary's reinvestment of such amounts within the specified period of
        time.

             (b) Nothing in this Section 10.17 shall prevent the Collateral
        Agent from applying at any time all or any part of the amounts on
        deposit in the above-contemplated accounts (or sub-accounts) to the
        curing of any Event of Default under this Credit Agreement.

             SECTION 10.18. Confidentiality. Except as otherwise provided in
        Section 10.04(g), each of the Agent, the Fronting Bank, and each of the
        Lenders agrees to keep confidential (and (i) to cause its respective
        officers, directors and employees to keep confidential and (ii) to use
        its best efforts to cause its respective agents and representatives to
        keep confidential) the Information (as defined below) and all copies
        thereof, extracts therefrom and analyses or other materials based
        thereon, except that the Agent, the Fronting Bank or any Lender shall be
        permitted to disclose Information (a) to such of its respective
        officers, directors, employees, agents and representatives as need to
        know such Information, (b) to the extent requested by any bank
        regulatory authority, (c) (i) to the extent otherwise required by
        applicable laws and regulations or by any subpoena or similar legal
        process or (ii) in connection with the enforcement of this Agreement or
        any other Loan Document, (d) to the extent such Information (i) becomes
        publicly available other than as a result of a breach of this Agreement
        or (ii) becomes available to the Agent, the Fronting Bank or any Lender
        on a nonconfidential basis from a source other than the Borrower or
        (e) to the extent the Borrower shall have consented to such disclosure
        in writing. For the purposes of this Section,  Information  shall mean
        all  information that is received from the Borrower and relates to the
        Borrower or the Subsidiaries, other than any such information available
        to the Agent, the Fronting Bank or any Lender on a nonconfidential basis
        prior to its disclosure thereto by the Borrower, and which is clearly
        identified at the time of delivery as confidential. The provisions of
        this Section 10.18 shall remain operative and in full force and effect
        regardless of the expiration of this Agreement. Notwithstanding the
        foregoing, the parties hereto agree that the filing of any of the Loan
        Documents (to the extent necessary in the judgment of the Collateral
        Agent) to properly assure the validity or priority of the Collateral
        Agent's Lien under any Security Document or to the extent required by
        local counsel in order to render an opinion in form and substance
        reasonably satisfactory to the Collateral Agent in connection with such
        Lien will not result in a violation of the foregoing confidentiality
        provisions.

             SECTION 10.19  Sharing of Proceeds of Certain Collateral.  (a)  If
        the Collateral Agent receives any amounts in respect of any Mortgaged
        Property and the related Mortgage omits as a secured obligation the
        Revolving Loans (including the Letters of Credit) (each such Mortgage
        being a  Partial Mortgage ), and the application by the Collateral Agent
        of such amounts in accordance with the terms of such Partial Mortgage
        would result in the unpaid principal portion of any Lender's Loans being
        proportionately less than the unpaid principal portion of any other
        Lender's Loans, then the Collateral Agent shall be permitted to
        reallocate such amounts so that the aggregate unpaid principal amount of
        the Loans and LC Exposures and participations in Loans and LC Exposures
        held by each Lender shall be in the same proportion to the aggregate
        unpaid principal amount of all Loans and LC Exposures then outstanding
        as the principal amount of such Lender's Loans and LC Exposures prior to
        the initial application of the amounts by the Collateral Agent was to
        the principal amount of all Loans and LC Exposures prior to the initial
        application of such amounts.  The Borrower expressly consents to the
        foregoing arrangements.

             IN WITNESS WHEREOF, the Borrower, the Agent, the Fronting Bank and
        the Lenders have caused this Agreement to be duly executed by their
        respective authorized officers as of the day and year first above
        written.

                                    DOSKOCIL COMPANIES INCORPORATED,

                                      by
                                        /s/Bryant P. Bynum               
                                                                        
                                        Name:  Bryant P. Bynum
                                        Title:     V.P. Treasurer

                                     CHEMICAL BANK, individually, as
                                    Agent and as Fronting Bank,

                                      by
                                        /s/Brian Comiskey                
                                                                        
                                        Name:  Brian Comiskey
                                        Title:     Vice President

                                     BANQUE PARIBAS,

                                      by
                                        /s/Pierre-Jean de Filippis       
                                                                        
                                        Name:  Pierre-Jean de Filippis
                                        Title:     General Manager

                                      by
                                        /s/Bruce A. Cauley               
                                                                        
                                        Name:  Bruce A. Cauley
                                        Title:     Deputy General
                                    Manager

                                     CREDIT LYONNAIS, CAYMAN ISLAND
                                    BRANCH,

                                      by
                                        /s/Raymond Whiteman              
                                                                        
                                        Name:  Raymond Whiteman
                                        Title:     Authorized Signature

                                     FIRST BANK NATIONAL ASSOCIATION,

                                      by
                                        /s/John E. Besse                 
                                                                        
                                        Name:  John E. Besse
                                        Title:    Vice President

                                    THE FIRST NATIONAL BANK OF BOSTON,

                                      by
                                        /s/Peter R. White                
                                                                        
                                        Name:  Peter R. White
                                        Title:     Managing Director

                                     GIROCREDIT BANK AKTIENGESELLSCHAFT
                                    DER SPARKASSEN, GRAND CAYMAN ISLAND
                                    BRANCH,

                                      by
                                        /s/Patricia Hogan                
                                                                        
                                        Name:  Patricia Hogan
                                        Title:     Vice President

                                      by
                                        /s/Anca Trifan                   
                                                                        
                                        Name:  Anca Trifan
                                        Title:     Vice President

                                    HARRIS TRUST AND SAVINGS BANK,

                                      by
                                        /s/Edward Boyd Jones             
                                                                        
                                        Name:  Edward Boyd Jones
                                        Title:     Vice President

                                     HELLER FINANCIAL, INC.,

                                      by
                                        /s/V. Robert Rotering            
                                                                        
                                        Name:  V. Robert Rotering
                                        Title:     AVP

                                    THE LONG TERM CREDIT BANK OF JAPAN,
                                    LTD., CHICAGO BRANCH,

                                      by
                                        /s/Armund J. Schoen, Jr.         
                                                                        
                                         Name:  Armund J. Schoen, Jr.
                                        Title:     Vice President &
                                                   Deputy General
                                                     Manager

                                     THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION,

                                      by
                                        /s/Patricia Loret de Mola        
                                                                        
                                        Name:  Patricia Loret de Mola
                                        Title:     Senior Vice President

                                     NATIONSBANK OF TEXAS, N.A.,
 
                                      by
                                        /s/Susan Ray                     
                                                                        
                                        Name:  Susan Ray
                                        Title:     Vice President

     Exhibit 2

                                   For:      DOSKOCIL COMPANIES INC.

                                   Contact:  Bryant Bynum
                                             Vice President Planning
                                             Corporate Finance
                                             (405) 879-5500

     FOR IMMEDIATE RELEASE

                                   Naomi Rosenfeld/Eileen English
                                   Media Contact:  Stephanie Ferrell
                                   Morgen-Walke Associates
                                   (212) 850-5600

          OKLAHOMA CITY, Okla., June 2, 1994 -- Doskocil Companies
     Incorporated (NASDAQ:DOSK) announced today that it has completed
     the previously announced acquisition of the Frozen Specialty
     Foods division of International Multifoods Corporation
     (NYSE:IMC).  The purchase price was approximately $135 million.
     The business, which has been named Doskocil Specialty Brands
     Company, will operate as a fourth operating division of Doskocil.
     Specialty Brands markets frozen food products, including ethnic
     foods in the Mexican and Italian segments, as well as appetizers,
     entrees and portioned meats.  Sales are primarily to the
     foodservice industry.

          Financing for the transaction was provided by Chemical Bank.

          Robert S. Wright, who ran the Frozen Specialty Foods
     division at International Multifoods, has been named President
     and General Manager of Doskocil Specialty Brands and Senior Vice
     President of Doskocil Companies Incorporated.

          Commenting on the acquisition, John T. Hanes, Chairman, CEO,
     and President of Doskocil stated, "This acquisition is a natural
     extension of our existing business and positions us well to
     become a leader in the food industry.  The complementary product
     lines and channels of distribution will allow us to leverage the
     strengths of both businesses.  The acquisition also furthers our
     presence in the foodservice market, especially the fast-growing
     ethnic segment of the food industry."

          Robert S. Wright commented, "The addition of the Frozen
     Specialty Foods business represents an important step in
     Doskocil's evolution into a leading diversified food company.  My
     colleagues and I are looking forward to being a part of the
     Doskocil team.  We will continue to provide our customers with
     quality products, a dedication to service and targeted new
     product introductions."

          Doskocil produces, markets and distributes branded and
     processed meat products under proprietary brand names that
     include Wilson Foods , Corn King , Wilson's Continental Deli ,
     American Favorite (TM), Doskocil Foods(TM) and Jefferson
     Meats(TM).  The Company's products include pepperoni, beef and
     pork toppings marketed to the pizza industry as well as boneless
     hams, sausage, bacon and other branded and processed meat
     products for the foodservice, delicatessen and retail markets.

                                   # # #

     Exhibit 3

                      FROZEN SPECIALTY FOODS BUSINESS
                   (A UNIT OF THE PREPARED FOODS DIVISION
                  OF INTERNATIONAL MULTIFOODS CORPORATION)

                          Condensed Balance Sheets

                               (In thousands)

                                             February 28,       November 27,
                        ASSETS                   1994               1993
                                             ____________       ____________
                                              (Unaudited)

     Current assets:
        Cash                                     $      5           $      5
        Trade accounts receivable, net             11,609              9,401
        Inventories                                23,767             23,083
        Other current assets                        2,208              2,450
                                                   ______             ______
         Total current assets                      37,589             34,939

     Property, plant and equipment, net            44,434             45,284
     Intangibles, net                              29,417             29,820
                                                  _______            _______

         Total assets                            $111,440           $110,043
                                                  =======            =======

     LIABILITIES AND INVESTMENT AND ADVANCES BY PARENT

     Current liabilities:
        Current portion of long-term debt        $    172           $    171
        Accounts payable                            7,003              5,429
        Accrued expenses                            5,987              7,576
                                                   ______             ______
         Total current liabilities                 13,162             13,176

        Long-term debt, net of current portion       -                   172
        Deferred income taxes                       9,807              9,807
        Employee benefits and other non-current
         liabilities                                6,221              6,221
                                                   ______             ______
           Total liabilities                       29,190             29,376
                                                   ______             ______
     Investment and advances by parent             82,250             80,667
                                                   ______             ______
        Total liabilities and investment and
         advances by parent                      $111,440           $110,043
                                                  =======            =======

     See accompanying notes to condensed financial statements.

                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

                   Condensed Statements of Earnings - Unaudited

                                  (In thousands)

                                                       Three Months Ended
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________
     Net sales                                         $46,447       $45,001

     Cost of sales                                      32,174        33,006
                                                        ______        ______
        Gross profit                                    14,273        11,995

     Selling expenses                                    9,270         7,132

     General and administrative expenses                   914         1,577

     Amortization of intangibles                           403           410

     Other income                                          (31)          (20)

     Interest expense                                        4             7
                                                         _____         _____
        Earnings before income taxes                     3,713         2,889

     Income taxes                                        1,562         1,144
                                                         _____         _____
        Net earnings                                   $ 2,151       $ 1,745
                                                        ======        ======

     See accompanying notes to condensed financial statements.

                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

                  Condensed Statements of Cash Flows - Unaudited

                                  (In thousands)

                                                   Three Months Ended
                                             February 28,       February 27,
                                                 1994               1993

     Cash flows from operations:
        Net earnings                              $   2,151         $ 1,745
        Adjustments to reconcile net
        earnings to net cash flows from
        operations:
         Depreciation and amortization                1,692           1,690
         Deferred income tax expense                    128             243
         Loss on property disposals                      24              97
         Changes in operating assets and
         liabilities:
           (Increase) decrease in accounts
            receivable                               (2,208)           (818)
           (Increase) decrease in inventories          (684)          1,084
           (Increase) decrease in other current
            assets                                      242            (814)
           Increase (decrease) in accounts
            payable                                   1,574          (1,293)
           Increase (decrease) in accrued
            expenses                                 (1,589)          3,954
           Increase (decrease) in employee
            benefits and other non-current
            liabilities                                -               (559)
                                                      _____           _____
             Net cash flows provided by
             operations                               1,330           5,329
                                                      _____           _____

     Cash flows from investing activities:
        Capital expenditures                           (463)           (474)
                                                      _____           _____
           Net cash flows used for investing           (463)           (474)
                                                      _____           _____

     Cash flows from financing activities:
        Decrease in intercompany account               (696)         (4,283)
        Payments on long-term debt                     (171)           (572)
                                                      _____          ______
         Net cash flows used for financing             (867)         (4,855)

     Increase (decrease) in cash                       -               -

     Cash at beginning of period                          5               4
                                                     ______          ______
     Cash at end of period                       $        5         $     4
                                                     ______          ______

     See accompanying notes to condensed financial statements.

                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

               Notes to Condensed Financial Statements - Unaudited

                     February 28, 1994 and February 27, 1993
                                  (In thousands)

     (1) Summary of Significant Accounting Policies

         General Information and Basis of Presentation

         Frozen Specialty Foods Business ("Frozen Specialty" or the
         "Company") is a unit of the Prepared Foods Business Division (the
         "Division") of International Multifoods Corporation ("Multifoods"
         or the "Corporation").  Frozen Specialty is a nationwide processor
         of prepared frozen food products for the United States foodservice
         and consumer markets.

         The accompanying condensed financial statements have been prepared
         without audit.  The Balance Sheet at November 27, 1993, has been
         derived from audited financial statements as of November 27, 1993
         and for the nine months then ended.  In the opinion of the Company,
         the accompanying unaudited condensed financial statements contain
         all adjustments (adjustments are of a normal, recurring nature)
         necessary for a fair presentation of the financial position as of
         February 28, 1994, and the results of operations and cash flows for
         the three months ended February 28, 1994 and February 27, 1993.

         The accompanying financial statements do not necessarily reflect
         the financial position and results of operations of Frozen
         Specialty in the future, or what the financial position and results
         of operations would have been had it been an independent entity
         during the periods presented.  The financial statements should be
         read in conjunction with the Company's audited financial statements
         as of November 27, 1993 and for the nine months then ended.

                         FROZEN SPECIALTY FOODS BUSINESS
                      (A UNIT OF THE PREPARED FOODS DIVISION
                     OF INTERNATIONAL MULTIFOODS CORPORATION)

               Notes to Condensed Financial Statements - Unaudited

     (2) Inventories

         Inventories at February 28, 1994 and November 27, 1993 are
         summarized as follows:

                                                  February 28,  November 27,
                                                     1994           1993
                                                  ____________  ____________

               Raw materials                        $ 4,051       $ 4,283
               Finished and in-process goods         16,798        15,745
               Packaging and supplies                 2,918         3,055
                                                     ______        ______
                  Total inventories                 $23,767       $23,083
                                                     ======        ======

     (3)  Related Party Transactions

          Transactions with Multifoods includes certain disbursements by
          Multifoods made on behalf of Frozen Specialty and charges for
          certain operating expenses.

          Expenses are charged based upon the specific identification of
          applicable costs, and in certain instances, a proportional cost
          allocation.  Management believes that the basis of all such
          charges is reasonable.  The amount of operating expenses charged
          by Multifoods to Frozen Specialty are as follows:

                                                       Three Months Ended
                                                       __________________
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________

          Cost of sales                               $450            $515
          Selling expenses                             180             169
          General and administrative                   120             118
                                                       ___             ___
                                                      $750            $802
                                                       ===             ===

          Sales to and purchases from other Multifoods business units
          amounted to the following for each period presented:

                                                      Three Months Ended
                                                      __________________
                                                  February 28,  February 27,
                                                     1994           1993
                                                  ____________  ____________

          Sales                                       $741            $742
                                                       ===             ===
          Purchases                                   $137            $191
                                                       ===             ===

     (4)  Income Taxes

          The Company files a consolidated federal income tax return with
          Multifoods and is allocated a federal tax provision as if the
          Company filed a separate return.  The state tax provision is
          allocated by applying a weighted-average state tax rate to the
          Company's federal taxable income.  Additional tax provision items
          pertaining to the Company are maintained in the Multifoods
          financial statements.

          Income tax expense was allocated as follows:

                                                Federal    State    Total
                                                _______    _____    _____
          Three Months ended February 28, 1994:
               Current expense                   $1,192     $242    $1,434
               Deferred expense                     119        9       128
                                                  _____      ___     _____
                  Total tax expense              $1,311     $251    $1,562
                                                  =====      ===     =====

          Three Months ended February 27, 1993:
               Current expense                   $  748     $153    $  901
               Deferred expense                     216       27       243
                                                    ___      ___     _____
                  Total tax expense              $  964     $180    $1,144
                                                    ===      ===     =====

          Deferred income tax expense reflects the impact of temporary
          differences between the amounts of assets and liabilities for
          financial reporting purposes and such amounts as measured by
          currently enacted tax laws.