Execution Counterpart



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                           FIVE-YEAR CREDIT AGREEMENT

                                  dated as of

                                 July 15, 1997

                                     among

                            SMITHFIELD FOODS, INC.,

                    THE SUBSIDIARY GUARANTORS PARTY HERETO,

                            THE LENDERS PARTY HERETO

                                      and

                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent

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



                             CHASE SECURITIES INC.,
                                  as Arranger

                                      and

             COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                     "RABOBANK NEDERLAND", NEW YORK BRANCH,
                                  as Co-Agent


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<PAGE>


                  FIVE-YEAR CREDIT AGREEMENT dated as of July 15, 1997, among
SMITHFIELD FOODS, INC., a Delaware corporation (the "Borrower"), each of the
Subsidiaries of the Borrower identified under the caption "SUBSIDIARY
GUARANTORS" on the signature pages hereto or that, pursuant to Section 5.09
hereof, shall become a "Subsidiary Guarantor" hereunder (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and,
together with the Borrower, the "Obligors"), each of the lenders that is a party
hereto identified under the caption "LENDERS" on Schedule 2.01 hereto or that,
pursuant to Sections 2.08 or 10.04 hereof, shall become a "Lender" hereunder
(individually, a "Lender" and, collectively, the "Lenders") and THE CHASE
MANHATTAN BANK, in its capacity as administrative agent for the Lenders
hereunder (the "Administrative Agent").

                  The Borrower and its subsidiaries are engaged as an integrated
group in the business of pork production, hog farming, pork processing and
manufacturing spices and chemicals, and in related businesses, and in furnishing
the required supplies, services, equipment, credit and other facilities for such
integrated operation. The integrated operation requires financing on such a
basis that credit supplied to the Borrower be made available from time to time
to the Subsidiary Guarantors, as required for the continued successful operation
of the Obligors, separately, and the integrated operation as a whole. In that
connection, the Obligors have requested that the Lenders extend credit to the
Borrower (to be made available by the Borrower directly or indirectly to the
Subsidiary Guarantors and other of its Subsidiaries in the circumstances
specified herein) in an aggregate principal or face amount not exceeding
$300,000,000 to refinance certain existing indebtedness of the Obligors and to
finance the working capital needs and for other general corporate purposes of
the Borrower and its subsidiaries in the ordinary course of business.

                  To induce the Lenders to extend such credit, the Obligors, the
Lenders and the Administrative Agent propose to enter into this Agreement
pursuant to which the Lenders will make loans to the Borrower, and issue letters
of credit for account of the Obligors, and each Subsidiary Guarantor will
guarantee the credit so extended to the Borrower and each of the Obligors will
agree to execute and deliver a security agreement providing for security
interests and liens to be granted by the Obligors on certain of their respective
properties as collateral security for the obligations of the Obligors to the
Lenders and the Administrative Agent hereunder and, in the case of each Obligor
(other than the Borrower) as collateral security for the payment of certain of
the Intercompany Notes (as defined below). Each of the Obligors expects to
derive benefit, directly or indirectly, from the credit so extended to the
Borrower and each other Subsidiary Guarantor, both in its separate capacity and
as a member of the integrated group, since the successful operation of each of
the Obligors is dependent on the continued successful performance of the
functions of the integrated group as a whole.

<PAGE>

                  Accordingly, the parties hereto agree as follows:


                                   ARTICLE I

                                  Definitions

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

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Acquisition" means any transaction, or any series of related
transactions, consummated after the date of this Agreement, by which the
Borrower and/or any of its Subsidiaries (a) acquires any going business or all
or substantially all of the assets of any Person, whether through purchase of
assets, merger or otherwise, (b) directly or indirectly acquires control of at
least a majority (in number of votes) of the securities of a corporation that
have ordinary voting power for the election of directors or (c) directly or
indirectly acquires control of at least a majority of the partner, member or
other ownership interests of any Person that is not a corporation.

                  "Adjusted LIBO Rate" means, 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 (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, 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.

                  "Aggregate Consideration" means, in connection with any
Acquisition, an amount equal to (a) the aggregate consideration, in whatever
form (including, without limitation, cash payments, the principal amount of
promissory notes and Indebtedness assumed, the aggregate amounts payable to
acquire, extend and exercise any option, the aggregate amount payable under non-


<PAGE>


competition agreements and management agreements, and the fair market value of
other property delivered) paid, delivered or assumed by the Borrower and its
Subsidiaries for such Acquisition minus (b) the amount, if any, of any increase
in the Consolidated Borrowing Base resulting from such Acquisition on the date
of the Consummation thereof.

                  "Alternate Base Rate" means, for any day, a rate per annum
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%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the Total Commitment represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Total Commitment most recently in effect, giving
effect to any assignments.

                  "Applicable Rate" means, with respect to any ABR Loan,
Eurodollar Revolving Loan, Federal Funds Loan or Swingline Loan, or with respect
to the Commitment Fees payable hereunder, for each Rate Period (as defined
below), the respective rate per annum indicated below for Loans of such Type or
Commitment Fees, as applicable, opposite the applicable Interest Coverage Ratio
(as defined below) indicated below for such Rate Period:


                                            Applicable Rate
                                            for Eurodollar
                                            Loans, Federal
                          Applicable        Funds Loans and
Interest Coverage         Rate for          Letters of               Commitment
Ratio                     ABR Loans         Credit                   Fees
-----------------         ----------        ---------------          ----------
Greater than or               -0-               0.750%                 0.200%
equal to 5.0 to 1
("Tier I")

Less than 5.0 to 1            -0-               0.875%                 0.225%
and greater than or
equal to 4.5 to 1
("Tier II")


<PAGE>

Less than 4.5 to 1            -0-               1.000%                 0.250%
and greater than or
equal to 4.0 to 1
("Tier III")

Less than 4.0 to 1          0.125%              1.125%                 0.275%
and greater than or
equal to 3.5 to 1
("Tier IV")

Less than 3.5 to 1          0.250%              1.250%                 0.300%
("Tier V")


                  For purposes hereof, (i) a "Rate Period" means (x) initially,
the period commencing on the date hereof to but not including the first Rate
Reset Date (as defined below) thereafter and (y) thereafter, the period
commencing on a Rate Reset Date to but not including the immediately following
Rate Reset Date; (ii) a "Rate Reset Date" means, with respect to any fiscal
quarter or fiscal year, the earlier of (x) the date on which the Borrower
delivers the certificate referred to in Section 5.01(c) (a "Compliance
Certificate") in respect of such fiscal quarter or fiscal year, as the case may
be, and (y) the date on which the Borrower is required to have delivered the
financial statements under Section 5.01(a) or (b) in respect of such fiscal
quarter or fiscal year, as the case may be (provided that the first Rate Reset
Date shall be determined by reference to the fiscal quarter of the Borrower
ending on October 30, 1997); and (iii) "Interest Coverage Ratio" means, for any
Rate Period, the ratio of Consolidated EBITDA for the period of four fiscal
quarters of the Borrower ending on or most recently prior to the first day of
such Rate Period to Consolidated Interest Expense for such period of four
consecutive fiscal quarters.

                  Anything in this Agreement to the contrary notwithstanding,
but subject to Section 2.12(d), the Applicable Rate shall be (i) the applicable
rate provided for in Tier V in the table set forth above in this definition (x)
during any period when an Event of Default shall have occurred and be
continuing, or (y) if the applicable Compliance Certificate shall not be
delivered within the time that the applicable financial statements are required
to be delivered by Section 5.01(a) or (b), as the case may be (but only, in the
case of this clause (y), with respect to the portion of such Rate Period prior
to the delivery of such Compliance Certificate) and (ii) subject to the
preceding clause (i), the applicable rate provided for in Tier III in the table
set forth above in this definition during the first Rate Period.


<PAGE>

                  "Arranger" means Chase Securities Inc.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                  "Assuming Lender" has the meaning assigned to such term in
Section 2.08(d).

                  "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

                  "Borrowing Base" means, at any time for any First Tier
Subsidiary, an amount equal to (a) 75% of the result obtained from the following
calculation: (i) the aggregate amount of Eligible Inventory (valued at the lower
of (x) cost, on a first- in-first-out basis or (y) fair market value) of such
First Tier Subsidiary and its subsidiaries that are Subsidiary Guarantors,
determined on a consolidated basis, plus (ii) the aggregate amount of Eligible
Receivables of such First Tier Subsidiary and its subsidiaries that are
Subsidiary Guarantors at such time, in each case as reflected in the Borrowing
Base Certificate then most recently received by the Administrative Agent


<PAGE>

hereunder minus (iii) reserves maintained by such First Tier Subsidiary and its
subsidiaries that are Subsidiary Guarantors in respect of Eligible Receivables
relating to discounts, advertising, allowances and similar items minus (b) the
aggregate amount of outstanding checks for the purchase of Farm Products (as
defined in the Security Agreement) drawn by such First Tier Subsidiary and its
Subsidiaries that have not cleared.

                  "Borrowing Base Certificate" means a certificate substantially
in the form of Exhibit B hereto signed by a Financial Officer.

                  "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided 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" means, with respect to any Person, for
any period, all expenditures made and liabilities incurred during such period
for the acquisition of assets (including any replacement in the ordinary course
of business without reduction for sales, retirements or replacements) which are
not, in accordance with GAAP, treated as expense items for such Person in the
year made or incurred or as a prepaid expense applicable to a future year or
years, and shall include (i) all Capital Lease Obligations and (ii) an amount
(not less than zero) equal to any net increase from the beginning of such period
through the end of such period in the aggregate outstanding principal amount of
advances to hog production operations (other than Subsidiaries) in which the
Borrower or any of its Subsidiaries has invested as a joint venturer or partner.
The amount of Capital Expenditures in any period shall be calculated without
duplication in accordance with GAAP. Notwithstanding the foregoing, with respect
to the acquisition of replacement sows by the Borrower or any of its
Subsidiaries in the ordinary course of business, the amount included in Capital
Expenditures shall be the acquisition cost of such sows, reduced by the proceeds
received by the Borrower or any of its Subsidiaries from the sale of the
replaced sows.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or


<PAGE>

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 the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Flow" means, for any period, the sum, for the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) Consolidated Net Income plus (b)
depreciation and amortization (to the extent deducted in determining
Consolidated Net Income) for such period.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Borrower; (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board
of directors of the Borrower nor (ii) appointed by directors so nominated; or
(c) the acquisition of direct or indirect Control of the Borrower by any Person
or group.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such
Lender or by such Lender's or Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                  "Chase" means The Chase Manhattan Bank.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral Agent" means Chase, as collateral agent
under the Security Agreement.


<PAGE>

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time
to time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Total
Commitment is $300,000,000.

                  "Commitment Fee" means the fees payable at the Applicable Rate
pursuant to Section 2.11(a).

                  "Commitment Increase" has the meaning assigned to such term in
Section 2.08(d).

                  "Commitment Increase Date" has the meaning assigned to such
term in Section 2.08(d).

                  "Competitive Loan" means a Loan made pursuant to Section 2.04.

                  "Consolidated Borrowing Base" means, at any time, the
aggregate amount of the Borrowing Bases at such time of the First Tier
Subsidiaries that are Subsidiary Guarantors.

                  "Consolidated Current Ratio" means, on any date, the ratio of
(i) the consolidated current assets of the Borrower and its Subsidiaries on such
date to (ii) the sum on such date (without duplication) of the consolidated
current liabilities of the Borrower and its Subsidiaries plus the aggregate
outstanding principal amount of the Loans and Pari Passu Debt plus the aggregate
principal amount of Indebtedness of the Borrower and its Subsidiaries that would
be characterized as current liabilities but for the existence of the Commitments
hereunder or any commitments of lenders to make Pari Passu Debt available to the
Borrower or any of its Subsidiaries.

                  "Consolidated EBITDA" means, for any period, an amount equal
to (a) the sum for such period of Consolidated Net Income and, to the extent
subtracted in determining such Consolidate Net Income, provisions for (i) taxes
based on income, (ii) Consolidated Interest Expense and (iii) depreciation and
amortization expense minus (b) any items of gain (or plus any items of loss)
which were included in determining such Consolidated Net Income and were (i) not
realized in the ordinary course of business or (ii) the result of any sale of
assets.

<PAGE>

                  "Consolidated Fixed Charges" means, on any date, the sum
(without duplication) of (i) the aggregate amount of all Capital Expenditures
and the Aggregate Consideration for all Acquisitions by the Borrower and its
Subsidiaries during the preceding four quarters plus (ii) scheduled principal
payments on Indebtedness of the Borrower and its Subsidiaries due within the
succeeding four quarters (including any principal payments to be made as a
result of mandatory reductions under revolving credit facilities, but excluding
principal payments at maturity of Pari Passu Debt) plus (iii) the gross interest
accrued on such Indebtedness during the preceding four quarters plus (iv) the
aggregate amount of any dividends paid or other distributions made during the
preceding four quarters.

                  "Consolidated Intangible Assets" means, on any date, the
aggregate amount of Intangible Assets of the Borrower and its Subsidiaries,
determined on a consolidated basis at such time.

                  "Consolidated Interest Expense" means, for any period, the
consolidated interest expense of the Borrower and its Subsidiaries (whether cash
or non-cash interest expense or deferred or accrued interest expense and the
interest portion of all Capital Lease Obligations during such period).

                  "Consolidated Net Income" means, for any period, the net
income (or deficit) of the Borrower and its Subsidiaries; provided, however,
that there shall be excluded from Consolidated Net Income (i) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or such Person's assets are
acquired by the Borrower, (ii) the income (or deficit) of any Person (other than
a consolidated Subsidiary) in which the Borrower has an ownership interest,
except to the extent that any such income has been actually received by the
Borrower in the form of dividends or similar distributions, (iii) the
undistributed earnings of any Subsidiary to the extent that the declaration or
payment of dividends or similar distributions of such Subsidiary is restricted
and (iv) any income or gain resulting from any write-up or revaluation of the
assets of the Borrower or its Subsidiaries.

<PAGE>

                  "Consolidated Shareholders' Equity" means, on any date, the
aggregate amount of shareholders' equity of the Borrower and its Subsidiaries on
such date, determined on a consolidated basis.

                  "Consolidated Tangible Net Worth" means, on any date, the
excess of Consolidated Shareholders' Equity over Consolidated Intangible Assets
on such date.

                  "Consolidated Total Liabilities" means, on any date, the
aggregate amount at which all liabilities of the Borrower and its Subsidiaries
(including, without limitation, (a) all Guarantees of Indebtedness by such
Persons and (b) all amounts attributable to Mandatorily Redeemable Stock of the
Borrower and its Subsidiaries to the extent that such Mandatorily Redeemable
Stock is redeemable within one year of such date) would be shown on a
consolidated balance sheet of such Persons at such time.

                  "Consolidated Working Capital" means, on any date, the excess
of (i) the consolidated current assets of the Borrower and its Subsidiaries on
such date over (ii) the sum on such date (without duplication) of the
consolidated current liabilities of the Borrower and its Subsidiaries plus the
aggregate outstanding principal amount of the Loans and Pari Passu Debt plus the
aggregate principal amount of any commercial paper or other short-term
Indebtedness of the Borrower and its Subsidiaries that would be characterized as
current liabilities but for the existence of the Commitments hereunder or any
commitments of lenders to make Pari Passu Debt available to the Borrower or any
of its Subsidiaries.

                  "Control" means 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 ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Debt Issuance" means any issuance or incurrence by the
Borrower or any of its Subsidiaries of any Indebtedness.

                  "Debt Service" means, for any period, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) all regularly
scheduled payments or prepayments of principal of Indebtedness made during such
period plus (b) all Interest Expense for such period.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06. "Disposition" means
any sale, assignment, transfer or other disposition of any property (whether now
owned or hereafter acquired) by the Borrower or any of its Subsidiaries to any
other Person excluding any sale, assignment, transfer or other disposition of
any property sold or disposed of in the ordinary course of business or the
revenue from which would otherwise be included in the calculation of Cash Flow.

<PAGE>

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
10.02).

                  "Eligible Inventory" means, as at any date with respect to any
Person, all Inventory (i) that is owned by (and in the possession or under the
control of) such Person as at such date, (ii) that is located in a jurisdiction
in the United States of America, (iii) as to which (before the Security
Termination Date) appropriate Uniform Commercial Code financing statements have
been filed naming such Person as "debtor" and the Collateral Agent as "secured
party", and over which (before the Security Termination Date) the Collateral
Agent has a perfected security interest subject to no prior or equal Lien (other
than the pari passu security interest securing the Pari Passu Debt), subject to
Section 10.13, (iv) that meets all standards imposed by any governmental agency
or department or division thereof having regulatory authority over such
inventory, its use or sale, (v) for which such Person has made full and final
payment and (vi) that is currently usable in the manufacturing process or
saleable in the normal course of such Person's business without any notice to,
or consent of, any governmental agency or department or division thereof
(excluding however, except to the extent that the Required Lenders otherwise
agree with respect to any specific customer or third-party processor, any such
Inventory that has been shipped to a customer of such Person, including
third-party processors, even if on a consignment or "sale or return" basis, and
excluding repair and replacement parts for machinery and equipment).
Notwithstanding anything in clause (vi) of the foregoing sentence to the
contrary (but subject to clauses (i) through (v) of the foregoing sentence),
Eligible Inventory shall include but not be limited to all barrows, gilts,
boars, sows, feeder pigs, suckling pigs, nursery pigs and commercial sows and
boars, multiplier hogs, nucleus hogs and other hogs (collectively, "Hogs") at
the time of determination owned and being raised at facilities owned by such
Person or at facilities subject to an exclusive contract with such Person (i.e.,
the operator of such facility has no similar contract with any other Person) for
the feeding and raising of Hogs.

<PAGE>

                  "Eligible Receivables" means, as at any date with respect to
any Person, the aggregate amount of all accounts (as defined in the Uniform
Commercial Code) of such Person arising from the sale by such Person of
Inventory in the ordinary course of its business and (before the Security
Termination Date) over which the Collateral Agent has a perfected security
interest subject to no prior or equal Lien (other than the pari passu security
interest securing the Pari Passu Debt), subject to Section 10.13, other than the
following (determined without duplication):

                  (a)  any account not payable in Dollars,

                  (b) any account that is not paid within 60 days (subject to
         the last sentence of this definition of "Eligible Receivables") after
         the date of the invoice for the related inventory,

                  (c)  any account owing from a subsidiary or Affiliate
         of such Person,

                  (d) any account (other than an LC-Backed Receivable) owing
         from an account debtor whose principal place of business is located
         outside of the United States of America, provided that the aggregate
         amount of accounts that are not excluded from the definition of
         "Eligible Receivables" pursuant to this clause (d) by virtue of their
         constituting LC-Backed Receivables (other than LC-Backed Receivables
         the related letter of credit for which has been delivered to the
         Collateral Agent in pledge under the Security Agreement) may not exceed
         10% of the Consolidated Borrowing Base,

                  (e)  any account owing from an account debtor that is
         insolvent or the subject of a bankruptcy case,

                  (f) any account that is more than 28 days (subject to the last
         sentence of this definition of "Eligible Receivables") past due,

                  (g) all accounts of any account debtor if more than 20% of the
         aggregate amount of the accounts owing from such account debtor are
         more than 28 days (subject to the last sentence of this definition of
         "Eligible Receivables") past due,

                  (h)  all accounts owing from any account debtor if the
         accounts owing from such account debtor and its Affiliates at the time
         exceed 10% of all accounts then payable to the Obligors,

<PAGE>

                  (i) any account as to which there is any unresolved dispute
         with the respective account debtor (but only to the extent of the
         amount thereof in dispute),

                  (j)  any account evidenced by an instrument (as defined
         in the Uniform Commercial Code) not in the possession of the
         Collateral Agent and containing all necessary endorsements,

                  (k) any account representing an obligation for goods sold on
         consignment, approval or a sale-or-return basis or subject to any other
         repurchase, return or offset arrangement,

                  (l) any amount as to which there is an offsetting liability
         from the Borrower, any Subsidiary or any Affiliate of the Borrower (but
         only to the extent of the amount of such offsetting liability), and

                  (m) all amounts reserved by any Subsidiary or Affiliate of the
         Borrower related to advertising and promotional programs for the
         respective account debtor (excluding general promotional reserves that
         are not reserved on a specific account basis).

In recognition of the fact that, on the date of this Agreement, the accounting
systems of certain Subsidiaries are unable to track the number of days specified
in clauses (b), (f) and (g) above, such numbers of days for each such Subsidiary
shall be deemed for purposes hereof to be the number of days that the accounting
system of such Subsidiary can track that is closest to such specified number of
days, provided that (i) if such specified number of days is exactly equidistant
from two numbers of days that can be so tracked, such specified number of days
shall be deemed to be the lower of such two numbers, (ii) if the closest such
number of days that can be so tracked is more than seven days higher than such
specified number of days, such specified number of days shall be deemed to be
the closest number of days that can be so tracked that is lower than such number
of specified days and (iii) this sentence shall cease to have any effect after
the date falling six months after the date hereof.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

<PAGE>

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "Equity Issuance" means any issuance or sale by the Borrower
after the Effective Date of any of its capital stock.

                  "Equity Rights" means, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including, without limitation, any stockholders' or
voting trust agreements) for the issuance, sale, registration or voting of, or
outstanding securities convertible into, any additional shares of capital stock
of any class, or partnership or other ownership interests of any type in, such
Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any

<PAGE>

ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Banks or any other recipient of any payment to be
made by or on account of any obligation of the Obligors hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which an Obligor is located and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by the Obligors
under Section 2.18(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.16(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.16(a).

                  "Existing Credit Agreement" means the Fourth Amended, Restated
and Continued Revolving Credit Agreement, dated as of April 30, 1996, among the
Subsidiary Guarantors, Rabobank Nederland, as agent, and the banks referred to
therein, as amended.


<PAGE>

                  "Existing Letters of Credit" means all letters of credit
issued by Rabobank under the Existing Credit Agreement that are outstanding as
of the Effective Date and listed on Schedule 1.01 hereto.

                  "Federal Funds", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Federal Funds
Rate.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Federal Funds Rate" means the "offered rate", as determined
by the Administrative Agent, for overnight federal funds.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "First Tier Subsidiary" means (i) a Subsidiary all of the
issued and outstanding capital stock of which is owned directly by the Borrower
or (ii) Brown's of Carolina, Inc.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

<PAGE>

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Hedging Agreement" means any swap agreement, cap agreement,
collar agreement, put or call, futures contract, forward contract or similar
agreement or arrangement entered into in respect of interest rates, foreign
exchange rates or prices of commodities.

                  "Increasing Lender" has the meaning assigned to such term in
Section 2.08(d).

                  "Indebtedness" of any Person means, 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
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding accounts
payable incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the


<PAGE>



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 Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (j)
all obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor. The Indebtedness of a Person shall not include obligations of such
Person to pay rent under operating leases to the extent that such obligations do
not constitute Capital Lease Obligations.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Intangible Assets" means, with respect to any Person
on any date, the following:

                  (a) patents, copyrights, trademarks, trade names, service
         marks, brand names, franchises, goodwill, experimental expenses and
         other similar intangibles;

                  (b) deferred assets (other than prepaid taxes, prepaid
         insurance, prepaid contract payments, prepaid license fees and other
         prepaid expenses which are refundable);

                  (c) unamortized debt discount and expense; and

                  (d) all other property or assets (whether real, personal or
         mixed, and whether tangible or intangible) which would be considered to
         be intangible under GAAP.

                  "Intercompany Note" has the meaning assigned to such
term in Section 5.08(a).

                  "Intercreditor Agreement" means an intercreditor agreement
substantially in the form of Exhibit G hereto, as the same shall be modified and
supplemented and in effect from time to time.


<PAGE>

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

                  "Interest Expense" means, for any period, the sum, for the
Borrower (determined without duplication in accordance with GAAP), of the
following: (a) all interest in respect of Indebtedness accrued or capitalized
during such period (whether or not actually paid during such period) plus (b)
the net amounts payable (or minus the net amounts receivable) under Hedging
Agreements related to interest and accrued during such period (whether or not
actually paid or received during such period).

                  "Interest Payment Date" means (a) with respect to any ABR
Revolving Loan, the last day of each March, June, September and December, (b)
with respect to any Eurodollar 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 prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
(c) with respect to any Federal Funds Revolving Loan, the last day of each month
and (d) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

                  "Interest Period" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (i) 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 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 and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Inventory" means, collectively, "Inventory" and "Farm
Products" as defined in the Security Agreement.

                  "Investment" means, for any Person:  (a) the acquisition
(whether for cash, property, services or securities or otherwise) of capital
stock, bonds, notes, debentures,


<PAGE>

partnership or other ownership interests or other securities of any other Person
or any agreement to make any such acquisition (including, without limitation,
any "short sale" or any sale of any securities at a time when such securities
are not owned by the Person entering into such short sale); (b) the making of
any deposit with, or advance, loan or other extension of credit to, any other
Person (including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such Person, but excluding any such advance, loan or extension of credit having
a term not exceeding 90 days representing the purchase price of programming,
advertising, inventory or supplies sold in the ordinary course of business); (c)
the entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent or extended to such
Person or (d) any Hedging Agreement having the commercial effect of a synthetic
or derivative Investment.

                  "Issuing Bank" means Chase or Rabobank, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i). Chase may, in its discretion, arrange for one or
more Letters of Credit to be issued by its Affiliates, in which case the term
"Issuing Bank" shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate. Any references herein to the "relevant" Issuing
Bank shall mean the issuer of the related Letter of Credit.

                  "LC-Backed Receivable" means an account (as defined in the
Uniform Commercial Code) to the extent that the payment thereof is backed by a
letter of credit issued for account of the related account debtor, or confirmed,
by a domestic office of a commercial bank organized under the laws of the United
States of America or any state thereof the short term deposits of which are
rated A-1 or better by S&P or P-1 by Moody's.

                  "LC Disbursement" means a payment made by an Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of any Obligor at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement and any Existing Letter of Credit.

<PAGE>

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative 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.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any 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. The interest of a lessor in any property leased pursuant to an
operating lease shall not constitute a Lien over such property securing
obligations of the related lessee to pay rent under such lease to the extent
that such obligations do not constitute Capital Lease Obligations.

                  "Loan Documents" means this Agreement, any promissory notes
evidencing Loans hereunder, any Intercompany Notes, and the Security Documents.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Mandatorily Redeemable Stock" means, with respect to any
Person, each share of such Person's capital stock to the extent that it is (a)
redeemable, payable or required to be purchased or otherwise retired or
extinguished, or convertible into Indebtedness of such Person (i) at a fixed or
determinable date, whether by operation of a sinking fund or otherwise, (ii)
at the option of any Person other than such Person or (iii) upon

<PAGE>

the occurrence of a condition not solely within the control of such Person, such
as redemption required to be made out of future earnings or (b) convertible into
other Mandatorily Redeemable Stock of such Person.

                  "Margin Stock" means margin stock within the meaning of
Regulations G, U and X.

                  "Material Adverse Effect" means a material adverse effect on
(a) the Transactions, (b) the business, assets, operations, property, prospects
or condition, financial or otherwise, of the Obligors taken as a whole, (c) the
ability of any Obligor to perform any of its obligations under this Agreement or
the other Loan Documents or (d) the rights of or benefits available to the
Lenders under this Agreement or the other Loan Documents.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $5,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

                  "Maturity Date" means the fifth anniversary of the date
hereof.

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

                  "Multiemployer Plan" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "Net Funds Flow" means, on any date, the amount (not less than
zero) resulting from the following calculation (without duplication): (i) Cash
Flow for the period commencing on June 30, 1997 and ending on the last day of
the fiscal quarter of the Borrower ending on or most recently ended prior to
such date plus (ii) the proceeds of any Debt Issuance (other than Indebtedness
incurred hereunder or Pari Passu Debt) or Equity Issuance received during the
period (the "Calculation Period") commencing on the date hereof and ending on
such date plus (iii) the aggregate amount of proceeds of Dispositions received
by the Borrower and its Subsidiaries during the Calculation Period (in the case
of each of (i), (ii) and (iii) above, to the extent the proceeds thereof have
been applied to reduce Indebtedness

<PAGE>

incurred hereunder or Pari Passu Debt) minus (iv) Restricted Payments made in
cash during the Calculation Period to any Person other than the Borrower or any
wholly-owned Subsidiary minus (v) Capital Expenditures and the Aggregate
Consideration for all Acquisitions to the extent paid in cash during the
Calculation Period (except to the extent made directly from the proceeds of
Indebtedness incurred hereunder or Pari Passu Debt) minus (vi) the aggregate
principal amount of all payments or prepayments of Indebtedness (other than
Indebtedness incurred hereunder or Pari Passu Debt) of the Borrower and its
Subsidiaries made during the Calculation Period.

                  "Obligors" means the Borrower and the Subsidiary
Guarantors.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

                  "Pari Passu Debt" means any Indebtedness (a) in respect of
which the Borrower is primarily liable as the borrower and the Subsidiary
Guarantors (but no other Subsidiary) are liable as guarantors, (b) that is
secured, and only secured, by the Lien created by the Security Agreement and (c)
that all of the Lenders consent to as being treated as Pari Passu Debt. All of
the requirements set forth in the preceding clauses (a), (b) and (c) must be
satisfied in order for any Indebtedness to be Pari Passu Debt.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Encumbrances" means:

                  (a)  Liens imposed by law for taxes that are not yet
         due or are being contested in compliance with Section 5.04;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.04;

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


<PAGE>
                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Borrower or any
         Subsidiary;

                  (f)      Liens securing judgments to the extent, for an
         amount and for a period not resulting in an Event of Default
         under Article VII(k); and

                  (g)  Liens created under the Federal Packers and
         Stockyards Act, as amended;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (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 one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof which has a combined capital and surplus
         and undivided profits of not less than $500,000,000; and

                  (d)  fully collateralized repurchase agreements with a
         term of not more than 30 days for securities described in
         clause (a) above and entered into with a financial institution
         satisfying the criteria described in clause (c) above.


<PAGE>

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means 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 or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by Chase as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Rabobank" means COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank Nederland", New York Branch.

                  "Register" has the meaning set forth in Section 9.04.

                  "Regulations G, U and X" means, respectively, Regulations G, U
and X of the Board, as the same may be amended from time to time.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Required Issuing Banks" means Chase, in its capacity as the
Issuing Bank and, for so long as any Existing Letters of Credit of Rabobank are
then outstanding, Rabobank.

                  "Required Lenders" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of
the sum of the total Revolving Credit Exposures
and unused Commitments at such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or


<PAGE>


similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of capital stock of
the Borrower or any Subsidiary or any option, warrant or other right to acquire
any such shares of capital stock of the Borrower or any Subsidiary.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans and its LC Exposure and Swingline Exposure at such time.

                  "Revolving Loan" means a Loan made pursuant to
Section 2.03.

                  "Solvent" has the meaning assigned to such term in
Section 4.01(1).

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

                  "Security Agreement" means a Collateral Agency, Pledge and
Security Agreement substantially in the form of Exhibit C hereto between the
Borrower, the Subsidiary Guarantors, the Administrative Agent, the agent for the
holders from time to time of the Pari Passu Debt, and the Collateral Agent, as
the same shall be modified and supplemented and in effect from time to time.

                  "Security Documents" means the Security Agreement and all
Uniform Commercial Code financing statements required by the Security Agreement
to be filed with respect to the security interests in personal property created
pursuant to the Security Agreement.

                  "Security Termination Date" means the date, if any, that the
Security Agreement is terminated in accordance with Section 10.02(c)(ii).

                  "Senior Note Documents" means (i) the Note Purchase Agreement
dated as of July 15, 1996 among the Borrower and the Purchasers referred to
therein and (ii) the Joint and Several Guaranty, the Notes and the Security
Documents referred to in said Note Purchase Agreement, in each of the cases
referred to in the foregoing clauses (i) and (ii), as the same shall, subject to
Section 6.09, be modified and supplemented and in effect from time to time.

                  "Special Counsel" means Milbank, Tweed, Hadley & McCloy, in
its capacity as special counsel to Chase, as Administrative Agent of the credit
facility contemplated hereby.

<PAGE>


                  "Statutory Reserve Rate" means 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 reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
(i) three months, in the case of the Base CD Rate, and (b) with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding 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 or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

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

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the
total Swingline Exposure at such time.

                  "Swingline Lender" means Chase, in its capacity as
lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to
Section 2.04.

<PAGE>
                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Three-Month Secondary CD Rate" means, 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 is not 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 is not 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 is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Total Commitment" means, at any time, the aggregate amount of
the Lenders' Commitments as in effect at such time.

                  "Transactions" means (i) with respect to the Borrower, the
execution, delivery and performance by the Borrower of Loan Documents to which
it is a party, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder and (ii) with respect to any Obligor
(other than the Borrower), the execution, delivery and performance by such
Obligor of the Loan Documents to which it is a party.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the
Alternate Base Rate or the Federal Funds Rate.

                  "Unguaranteed Exposure" means, on any date, the amount (not
less than zero) resulting from the following calculation: (i) the aggregate
principal amount of all Loans made to the Borrower that are outstanding on such
date to the extent that the proceeds thereof (without double-counting) have been
advanced, directly or indirectly, by First Tier Subsidiaries to Subsidiaries
that are not Subsidiary Guarantors plus (ii) the aggregate LC Exposure relating
to Letters of Credit issued for account of Subsidiaries that are not Subsidiary
Guarantors that are outstanding on such date minus the Net Funds Flow on such
date.

<PAGE>

                  "Withdrawal Liability" means 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. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to 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".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such


<PAGE>


purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.


                                   ARTICLE II

                                  The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrower
from time to time during the Availability Period in an aggregate principal
amount (i) that will not result in such Lender's Revolving Credit Exposure
exceeding such Lender's Commitment and (ii) that will not result in the sum of
the aggregate amount of the Revolving Credit Exposures of all of the Lenders
plus the aggregate principal amount of all Pari Passu Debt then outstanding
exceeding the Consolidated Borrowing Base. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.

                  SECTION 2.02.  Loans and Borrowings.

                  (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

                  (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised entirely of ABR Loans, Federal Funds Loans or Eurodollar Loans as the
Borrower may request in accordance herewith and each Swingline Loan shall be
comprised of a Federal Funds Loan for the period commencing on the date such
Loan is made and ending on the fourth Business Day thereafter, and from and
after the fifth Business Day following such date shall (automatically and
without further action by any Person) be comprised of an ABR Loan. Each Lender
at its option may make 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.


<PAGE>

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Borrowing and each Federal Funds Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000; provided that an ABR Borrowing or a Federal Funds
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Total Commitment or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan
shall be in an amount that is an integral multiple of $500,000 and not less than
$1,000,000. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of 3
Eurodollar Borrowings outstanding.

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

                  SECTION 2.03. Requests for Revolving Loan. To request a
Revolving Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing, (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing or (c) in the case of a Federal Funds Borrowing, not later than 12:00
noon, New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

                         (i)  the aggregate amount of the requested
         Borrowing;

                        (ii)  the date of such Borrowing, which shall be a
         Business Day;

                       (iii)  whether such Borrowing is to be an ABR Borrowing,
         a Federal Funds Borrowing or a Eurodollar Borrowing;

<PAGE>

                       (iv)   in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                        (v)   the location and number of the Borrower's account
         to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be a Federal Funds Borrowing. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04.  Swingline Loans.

                  (a)  Subject to the terms and conditions set forth herein, the
Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time during the Availability Period, in an aggregate principal amount at any
time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $15,000,000, (ii) the sum of the aggregate
amount of the Revolving Credit Exposures of all of the Lenders plus the
aggregate principal amount of all Pari Passu Debt then outstanding exceeding the
Consolidated Borrowing Base or (iii) the sum of the total Revolving Credit
Exposures exceeding the Total Commitment; provided that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

                  (b)  To request a Swingline Loan, the Borrower shall notify
the Administrative Agent of such request by telephone (confirmed by telecopy),
not later than 3:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the relevant Issuing Bank) by 4:00
p.m., New York City time, on the requested date of such Swingline Loan.

<PAGE>

                  (c)  The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof. Notwithstanding the
foregoing, a Lender shall not have any obligation to acquire a participation in
a Swingline Loan pursuant to this paragraph if an Event of Default shall have
occurred and be continuing at the time such Swingline Loan was made and such
Lender shall have notified the Swingline Lender in writing, at least one
Business Day prior to the time such Swingline Loan was made, that such Event of
Default has occurred

<PAGE>

and that such Lender will not acquire participations in Swingline Loans made
while such Event of Default is continuing.

                       SECTION 2.05.  Letters of Credit.

                  (a)  General. Subject to the terms and conditions set
forth herein, the Borrower may request the issuance of Letters of Credit by
either of the Issuing Banks for its own account or for the account of any
Subsidiary Guarantor, in a form reasonably acceptable to the Administrative
Agent and the relevant Issuing Bank, at any time and from time to time during
the Availability Period, provided that notwithstanding anything contained herein
to the contrary (a) in no event shall Rabobank issue any Letters of Credit after
the date hereof, the Letters of Credit of Rabobank hereunder being comprised
solely of the Existing Letters of Credit issued by Rabobank, and (b) Rabobank
shall not extend, renew or increase the amount of any Letter of Credit issued by
it, or permit any such Letter of Credit to be extended or renewed or the amount
of any thereof to be increased. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Banks relating to any Letter
of Credit, the terms and conditions of this Agreement shall control.

                  (b)  Notice of Issuance, Amendment, Renewal, Extension;
Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the relevant
Issuing Bank) to the relevant Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, the date of
issuance, amendment, renewal or extension, the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the relevant Issuing Bank, the
Borrower also shall submit a letter of credit application on the such Issuing
Bank's standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower
shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC

<PAGE>

Exposure shall not exceed $40,000,000, (ii) the sum of the aggregate amount of
the Revolving Credit Exposures of all of the Lenders plus the aggregate
principal amount of all Pari Passu Debt then outstanding shall not exceed the
Consolidated Borrowing Base and (iii) the sum of the total Revolving Credit
Exposures shall not exceed the Total Commitment.

                  (c)  Expiration Date. Each Letter of Credit shall expire
at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the date that is five Business Days prior to the Maturity Date.

                  (d)  Participations. By the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof),
or, in the case of the Existing Letters of Credit by maintaining such Letter of
Credit, and without any further action on the part of either of the Issuing
Banks or the Lenders, each Issuing Bank hereby grants to each Lender (other than
such Issuing Bank), and each Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of each Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

                  (e)  Reimbursement. If an Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than


<PAGE>


12:00 noon, New York City time, on the date that such LC Disbursement is made,
if the Borrower shall have received notice of such LC Disbursement prior to
10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than
12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m., New York
City time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received
prior to such time on the day of receipt; provided that the Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving
Borrowing, a Federal Funds Borrowing or Swingline Loan in an equivalent amount
and, to the extent so financed, the Borrower's obligation to make such payment
shall be discharged and replaced by the resulting ABR Revolving Borrowing,
Federal Funds Borrowing or Swingline Loan. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.06 with respect to Loans made by such Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the relevant
Issuing Bank, the amounts so received by it from the Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Borrower pursuant to
this paragraph, the Administrative Agent shall distribute such payment to the
relevant Issuing Bank or, to the extent that Lenders have made payments pursuant
to this paragraph to reimburse such Issuing Bank, then to such Lenders and such
Issuing Bank, as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans, Federal Funds Loans or a
Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.

                  (f)  Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of:

                      (i)  any lack of validity or enforceability of any Letter
         of Credit or this Agreement, or any term or provision therein;

                      (ii) any amendment or waiver of or any consent to
         departure from all or any of the provisions of any Letter of
         Credit or this Agreement;

                     (iii) the existence of any claim, setoff, defense or
         other right that the Borrower, any other party guaranteeing, or
         otherwise obligated with, the Borrower, any Subsidiary or other
         Affiliate thereof or any other Person may at any time have against the
         beneficiary under any Letter of Credit, either Issuing Bank, the
         Administrative Agent or any Lender or any other Person, whether in
         connection with this Agreement or any other related or unrelated
         agreement or transaction;

                      (iv) any draft or other document presented under a
         Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                       (v) payment by an Issuing Bank under a Letter of Credit
         against presentation of a draft or other document that does not comply
         strictly with the terms of such Letter of Credit; and

                        (vi) any other act or omission to act or delay of any
         kind of either Issuing Bank, the Lenders, the Administrative Agent or
         any other Person or any other event or circumstance whatsoever, whether
         or not similar to any of the foregoing, that might, but for the
         provisions of this Section, constitute a legal or equitable discharge
         of the Borrower's obligations hereunder.

Neither the Administrative Agent, the Lenders, the Issuing Banks, nor any of
their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
either Issuing Bank; provided that the foregoing shall not be construed to
excuse either Issuing Bank from liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by such Issuing Bank's failure to
exercise the standard of care agreed hereunder

 <PAGE>

(as set forth in the next sentence) to be applicable when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that each Issuing Bank shall
be deemed to have exercised the agreed standard of care in the absence of gross
negligence or wilful misconduct on the part of such Issuing Bank when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof, and shall be deemed to have failed to
exercise the agreed standard of care only if it shall have engaged in gross
negligence or wilful misconduct when making such determination (as determined by
a court of competent jurisdiction). In furtherance of the foregoing and without
limiting the generality thereof, it is understood that each Issuing Bank may
accept documents that appear on their face to be in substantial compliance with
the terms of a Letter of Credit without responsibility for further
investigation, regardless of any notice or information to the contrary, and may
make payment upon presentation of documents that appear on their face to be in
substantial compliance with the terms of such Letter of Credit; provided that,
notwithstanding the foregoing, each Issuing Bank shall have the right, in its
sole discretion, to decline to accept such documents and to make such payment if
such documents are not in strict compliance with the terms of such Letter of
Credit.

                  (g)  Disbursement Procedures. Each Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit issued by it. Each
Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the Lenders with
respect to any such LC Disbursement.

                  (h)  Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.12(e) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the relevant
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section

<PAGE>

to reimburse such Issuing Bank shall be for the account of such Lender to the
extent of such payment.

                  (i)  Replacement of the Issuing Bank. An Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of an
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j)  Cash Collateralization. If (i) any Event of Default shall
have occurred and be continuing, (ii) the aggregate amount of Revolving Credit
Exposure of all Lenders hereunder exceeds $300,000,000, (iii) the sum of the
aggregate amount of Revolving Credit Exposure of all Lenders hereunder plus the
aggregate principal amount of all Pari Passu Debt then outstanding exceeds the
then-current Consolidated Borrowing Base on the Business Day that the Borrower
receives notice from the Administrative Agent or the Required Lenders (or, if
the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, or (iv) the Existing Letters of
Credit remain outstanding more than 30 days after the Effective Date, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to (w) the LC Exposure as of such date (in the case of the foregoing
clause (i)), (x) the amount of the relevant excess (in the case of the foregoing
clause (ii)), (y) the lesser of the Revolving Credit Exposure or the amount of
the relevant excess (in the case of the foregoing clause (iii)), or (z) the
portion of the LC Exposure related to such outstanding Existing Letters of
Credit (in the case of the foregoing clause (iv)), plus (in each of the cases
referred to in the foregoing clauses (i), (ii), (iii) and (iv)) any accrued and
unpaid

 <PAGE>


interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h) or
(i) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement, provided that, such deposit made pursuant to clause (iv)
of the first sentence of this Section 2.05(j), shall only be used as a
collateral for the payment and performance of the obligations of the Borrower to
Rabobank under Section 2.05(e). The Administrative 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,
which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower's risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Obligors under this Agreement, provided that such moneys
attributable to a deposit made pursuant to clause (iv) of the first sentence of
this Section 2.05(j), shall only be used to satisfy the obligations of the
Borrower to Rabobank under Section 2.05(e). If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default or the renewal of a Letter of Credit or an excess of the
Revolving Credit Exposure (either in and of itself or together with the Pari
Passu Debt), as the case may be, such amount (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 or, in the case of a renewal of
a Letter of Credit that would cause the expiration date of such Letter of Credit
to extend beyond the Maturity Date, after all amounts drawn or able to be drawn
under Letters of Credit have been reimbursed by the Borrower or, in the case of
an excess of the Revolving Credit Exposure, after such excess has been
eliminated.


<PAGE>

                   SECTION 2.06.  Funding of Borrowings.

                  (a)  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 1:00 p.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders;
provided that Swingline Loans shall be made as provided in Section 2.04. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans
or Federal Funds Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.05(e) shall be remitted by the Administrative Agent to
the relevant Issuing Bank.

                  (b)  Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's share
of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) for the first three Business Days, (A) in the case of such Lender,
the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation or (B) in the case of the Borrower, the Federal Funds Rate and (ii)
thereafter, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

                  SECTION 2.07.  Interest Elections.

                  (a)  Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of

<PAGE>

a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

                  (b)  To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.

                  (c)  Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                      (i)   the Borrowing to which such Interest Election
         Request applies and, if different options are being elected with
         respect to different portions thereof, the portions thereof to be
         allocated to each resulting Borrowing (in which case the information to
         be specified pursuant to clauses (iii) and (iv) below shall be
         specified for each resulting Borrowing);

                     (ii)   the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                    (iii)   whether the resulting Borrowing is to be an ABR
         Borrowing, a Federal Funds Borrowing or a Eurodollar
         Borrowing; and

                     (iv)   if the resulting Borrowing is a Eurodollar
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period".

                  If any such Interest Election Request requests a Eurodollar
Borrowing but does not specify an Interest Period,

 <PAGE>

then the Borrower shall be deemed to have selected an Interest Period of one
month's duration.

                  (d)  Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e)  If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to a Federal Funds Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted
to a Federal Funds Borrowing at the end of the Interest Period applicable
thereto.

                  SECTION 2.08.  Termination, Reduction and Increase of
Commitments.

                  (a)  Unless previously terminated, the Commitments shall
terminate on the Maturity Date.

                  (b)  The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $5,000,000 and
not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures
would exceed the Total Commitment.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (by

<PAGE>

notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent. Each reduction of the Commitments shall be made
ratably among the Lenders in accordance with their respective Commitments.

                  (d)  The Borrower may at any time, by notice to the
Administrative Agent, propose that the Total Commitment be increased by having
one or more Lenders agree to increase the amount of such Lender's Commitment
hereunder or by having one or more banks or other financial institutions become
a "Lender" party to this Agreement (or by a combination of the foregoing), in
each case effective as of a date more than 45 days prior to the then-current
date of termination of the Commitments (a "Commitment Increase Date"); provided
that (i) the Borrower may not propose more than two Commitment Increase Dates
occurring in any period of 12 months ending on an anniversary of the Effective
Date, (ii) the addition of any bank or other financial institution to this
Agreement that is not already a Lender shall be subject to the consent of the
Administrative Agent (which consent shall not be unreasonably withheld) and the
Issuing Bank in its sole discretion, (iii) the increase in the Commitment of any
Lender already party to this Agreement shall in each case be subject to the
agreement of the affected Lender in its sole discretion and to the consent of
the Issuing Bank in its sole discretion, (iv) in no event shall the Total
Commitment at any time exceed $450,000,000, (v) the Commitment of any bank or
other financial institution becoming a "Lender" party to this Agreement (an
"Assuming Lender") shall be in an amount not less than $20,000,000 which is an
integral multiple of $1,000,000, (vi) any increase in the amount of the
Commitment of any Lender already party to this Agreement (an "Increasing
Lender"), shall be in an amount not less than $10,000,000 which is an integral
multiple of $1,000,000 and (vii) no such increase may result in any Lender
holding more than 25% of the Commitments and no Lender that holds more than 25%
of the Commitments may be an Increasing Lender. The Administrative Agent shall
notify the Lenders thereof promptly upon its receipt of such notice.

                  (e)  Any increase in the Total Commitment pursuant to Section
2.08(d) (a "Commitment Increase") shall be effective only upon the execution and
delivery to the Borrower and the Administrative Agent of a commitment increase
letter, which commitment increase letter shall be delivered to the
Administrative Agent not fewer than five Business Days prior to the Commitment
Increase Date and shall specify (i) the amount of the Commitment of any Assuming
Lender and of any increase in the Commitment of any Increasing Lender and (ii)
the Commitment Increase Date.


<PAGE>

                  (f)  On the applicable Commitment Increase Date, (i) each
Increasing Lender and each Assuming Lender shall make available to the
Administrative Agent, in same day funds, in the case of such Assuming Lender, an
amount equal to such Assuming Lender's ratable portion of the Borrowings then
outstanding (calculated based on its Commitment as a percentage of the Total
Commitment outstanding after giving effect to the relevant Commitment Increase)
and, in the case of such Increasing Lender, an amount equal to the excess of (A)
such Increasing Lender's ratable portion of the Revolving Loans then outstanding
(calculated based on its Commitment as a percentage of the Total Commitment
outstanding after giving effect to the relevant Commitment Increase) over (B)
such Increasing Lender's pro rata share of the Revolving Loans then outstanding
(calculated based on its Commitment (without giving effect to the relevant
Commitment Increase) as a percentage of a Total Commitment (without giving
effect to the relevant Commitment Increase) and (ii) the amounts of the
participations held by all of the Lenders under Section 2.05(d) shall
automatically and without any further action on the part of the Issuing Bank or
the Lenders be adjusted to reflect their Applicable Percentages (after giving
effect to the relevant Commitment Increases). After the Administrative Agent's
receipt of such funds from each such Increasing Lender and each such Assuming
Lender, the Administrative Agent will promptly thereafter cause to be
distributed like funds to the other Lenders in an amount to each other Lender
such that the aggregate amount of the outstanding Revolving Loans owing to each
Lender after giving effect to such distribution equals such Lender's pro rata
share of the Revolving Loans then outstanding (calculated based on its
Applicable Percentage after giving effect to the relevant Commitment Increase).
Interest accrued to but excluding the Commitment Increase Date shall be paid by
the Borrower in respect of any principal so distributed. After giving effect to
the foregoing, each Lender (including each Assuming Lender) shall be deemed to
hold its pro rata share, based on its Applicable Percentage (after giving effect
to the relevant Commitment Increase) of each outstanding Borrowing hereunder.
Any payments in respect of Eurodollar Loans received by a Lender under this
Section other than on the last day of the Interest Period relating thereto shall
be subject to indemnification by the Borrower pursuant to the provisions of
Section 2.15.

                  (g)  Any Commitment Increase shall not be effective unless:

                  (i)  the representations and warranties set forth in Article
         III shall be true and correct in all material respects on and as of the
         Commitment Increase Date with the same effect as though made on and as
         of such date, excep to

<PAGE>

         the extent such representations and warranties expressly relate to an
         earlier date;

                     (ii)   on the Commitment Increase Date, no Default shall
         have occurred and be continuing;

                    (iii)   no notice of borrowing of Eurodollar Loans shall
         have been or be outstanding, in each case, on and as of such Commitment
         Increase Date;

                     (iv)   each Assuming Lender shall have delivered to the
         Administrative Agent and the Issuing Bank an assumption agreement in
         form and substance reasonably satisfactory to the Administrative Agent
         and the Issuing Bank, duly executed by such Assuming Lender and the
         Borrower pursuant to which such Assuming Lender agrees to become a
         "Lender" party hereto;

                      (v)   each Increasing Lender shall have delivered to the
         Administrative Agent a confirmation in writing satisfactory to the
         Administrative Agent as to its increased Commitment;

                     (vi)   each Subsidiary Guarantor shall have delivered to
         the Administrative Agent a consent in form and substance reasonably
         satisfactory to the Administrative Agent, pursuant to which such
         Subsidiary Guarantor consents to such Commitment Increase; and

                    (vii)   the Administrative Agent shall have received (with
         sufficient copies for each of the Lenders) documents consistent with
         those delivered on the Closing Date under clauses (b) and (e) of
         Section 4.01 as to such Commitment Increase.

Each notice requesting a Commitment Increase shall constitute a certification to
the effect set forth in clauses (i) and (ii) of the preceding sentence.

                  SECTION 2.09.  Repayment of Loans; Evidence of Debt.

                  (a)  The Borrower hereby unconditionally promises to pay (i)
to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Maturity Date and (ii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.

<PAGE>


                  (b)  Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c)  The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d)  The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                  (e)  Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

                  SECTION 2.10.  Prepayment of Loans.

                  (a)  The Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (b) of this Section and provided that the
aggregate principal amount of any prepayment that does not result in the
prepayment of a Borrowing in full shall be in an integral multiple of
$1,000,000.

                  (b) Until the Maturity Date, the Borrower shall from time to
time prepay the Revolving Loans and Swingline Loans (and/or provide cover for LC
Exposures as specified in Section 2.05(j)) in such amounts as shall be necessary
so that at all


<PAGE>

times the sum of the aggregate outstanding amount of Revolving Credit Exposure
plus the aggregate principal amount of Pari Passu Debt then outstanding shall
not exceed the Consolidated Borrowing Base, such amounts to be applied, first,
to Swingline Loans outstanding, second, to Revolving Loans outstanding and,
third, as cover for LC Exposures outstanding.

                  (c)  The Borrower shall notify the Administrative Agent (and,
in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing or a Federal Funds Revolving
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section
2.08, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.08. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.12.

                  SECTION 2.11.  Fees.

                  (a)  The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a Commitment Fee, which shall accrue at the
Applicable Rate on the daily unused amount of the Commitment of such Lender
during the period from and including the date hereof to but excluding the date
on which such Commitment terminates. For purposes of this Section 2.11(a) only,
Swingline Loans shall not be deemed to constitute a use of any Lender's
Commitment. Accrued Commitment Fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the date
hereof; provided that any Commitment Fees accruing after the date on which the
Commitments terminate shall be payable on


<PAGE>

demand. All Commitment Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

                  (b)  The Borrower agrees to pay (i) to the Administrative
Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
for Letters of Credit on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a
fronting fee, which shall accrue at the rate of 1/8 of 1% per annum on the
average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, (iii) to Rabobank a fronting fee in the amount of $5,000 if there are
any Existing Letters of Credit outstanding as of the Effective Date, and (iv) to
the relevant Issuing Bank its standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable
on demand. Any other fees payable to either Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  (c)  The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the relevant
Issuing Bank, in the case of fees payable to it) for distribution, in the case
of Commitment Fees

 <PAGE>

and participation fees, to the Lenders. Fees paid shall not be refundable under
any circumstances.

                  SECTION 2.12.  Interest.

                  (a)  The Loans comprising each ABR Borrowing (including each
Swingline Loan comprised of an ABR Borrowing in accordance with Section 2.02(b))
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

                  (b)  The Loans comprising each Federal Funds Borrowing
(including each Swingline Loan comprised of a Federal Funds Borrowing in
accordance with Section 2.02(b)) shall bear interest at the Federal Funds Rate
plus the Applicable Rate.

                  (c)  The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

                  (d)  Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

                  (e)  Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to paragraph (d) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a
Federal Funds Revolving Loan prior to the end of the Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Revolving Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in

<PAGE>

each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).  The applicable Alternate Base Rate,
Federal Funds Rate and Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.13.  Alternate Rate of Interest.  If prior to
the commencement of any Interest Period for a Eurodollar
Borrowing:

                  (a)  the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b)  the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.14.  Increased Costs.

                  (a)  If any Change in Law shall:

                      (i)   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, any Lender (except any
         such reserve requirement reflected in the Adjusted LIBO Rate) or any
         Issuing Bank; or

                     (ii)   impose on any Lender or any Issuing Bank or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan

<PAGE>

(or of maintaining its obligation to make any such Loan) or to increase the cost
to such Lender or Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by
such Lender or Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender or the relevant Issuing
Bank such additional amount or amounts as will compensate such Lender or the
relevant Issuing Bank for such additional costs incurred or reduction suffered.

                  (b)  If any Lender or Issuing Bank determines that any Change
in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender's or Issuing Bank's capital or on the capital
of such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender, such Issuing Bank or such Lender's or
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or such Issuing Bank's policies and the
policies of such Lender's or such Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or Issuing Bank such additional amount or amounts as will compensate such Lender
or Issuing Bank or such Lender's or Issuing Bank's holding company for any such
reduction suffered.

                  (c)  A certificate of a Lender or an Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b)
of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

                  (d) Failure or delay on the part of any Lender or Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or Issuing Bank's right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section 2.14 for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or Issuing Bank's intention
to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is

<PAGE>

retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                  SECTION 2.15. Break Funding Payments. In the event of
(a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(b) and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

                  SECTION 2.16.  Taxes.

                  (a)  Any and all payments by or on account of any obligation
of the Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the
case may be) receives an

<PAGE>

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 Governmental Authority in accordance
with applicable law.

                  (b)  In addition, the Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c)  The Borrower shall indemnify the Administrative Agent,
each Lender and each Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or such Issuing Bank, as the case may be, on
or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.

                  (d)  As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e)  Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

                  SECTION 2.17.  Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.

                  (a)  The Borrower shall make each payment required to be made
by it hereunder and under the other Loan Documents (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, New York City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except payments to be made directly to an
Issuing Bank or the Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.

                  (b)  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements and Swingline Loans of
other

<PAGE>

Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by any Obligor pursuant to and in accordance with the express terms
of this Agreement or the other Loan Documents or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Obligor
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Obligor in the amount of such participation.

                  (d)  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Banks
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the relevant Issuing Bank, as the case may be, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Banks, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e)  If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.17(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's

<PAGE>


obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.18.  Mitigation Obligations; Replacement of
Lenders.

                  (a)  If any Lender requests compensation under Section 2.14,
or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16 as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  (b)  If any Lender requests compensation under Section 2.14,
or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Commitment is being assigned, the Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.14 or payments required to be made pursuant to Section 2.16, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the



circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. Each of the Borrower and
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within each Obligor's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. Each of this Agreement
and the other Loan Documents has been duly executed and delivered by each
Obligor and constitutes a legal, valid and binding obligation of each Obligor,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except for
filings and recordings in respect of the Liens created pursuant to the Security
Documents, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its Subsidiaries or its assets, or give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) except for the Lien created by the Security Documents,
will not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.


<PAGE>
                  SECTION 3.04.  Financial Condition; No Material Adverse
Change.

                  (a)  The Borrower has heretofore furnished to the Lenders (i)
its consolidated balance sheet, statements of income, stockholders equity and
cash flows and pro forma information as of and for the fiscal year ended April
28, 1996, reported on by Arthur Andersen LLP, independent public accountants and
(ii) its consolidated balance sheet, statements of income, stockholders equity
and cash flows and pro forma information as of and for the three fiscal periods
ended January 26, 1997. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

                  (b)  Since April 28, 1996, there has been no event,
development or circumstance that has had or could reasonably be expected to have
a Material Adverse Effect, except as reflected in the financial statements
referred to in Section 3.04(a) as of and for the three fiscal periods ended
January 26, 1997.

                  (c) The Borrower does not have on the date of this Agreement
any contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable commitments
in each case that are material, except as referred to or reflected in the
balance sheets as at April 28, 1996 and January 26, 1997 referred to above.

                  SECTION 3.05.  Properties.

                  (a)  Each of the Borrower and its Subsidiaries has good title
to, or valid leasehold interests in, all its real and personal property material
to its business, except for minor defects in title that do not materially
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

                  (b)  Each of the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

<PAGE>
                  SECTION 3.06.  Litigation and Environmental Matters.

                  (a)  There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which an adverse determination is reasonably likely and
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect or (ii) that involve this
Agreement, the other Loan Documents or the Transactions.

                  (b)  Except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

                  (c)  Since the date of this Agreement, there has been no
change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect. As of the date hereof, the Borrower does not believe
that the Disclosed Matters individually or in the aggregate are reasonably
likely to have a Material Adverse Effect.

                  SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                  SECTION 3.09.  Taxes.  Each of the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused

<PAGE>

to be paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $50,000,000 the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$50,000,000 the fair market value of the assets of all such underfunded Plans.

                  SECTION 3.11. Disclosure. The Borrower and its Subsidiaries
have disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which they are subject, and all other matters known to them,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Obligors to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Obligors represent only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

                  SECTION 3.12.  Regulations G, U and X.

                  Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate, of buying or
carrying Margin Stock and no part of the proceeds of any extension of credit
hereunder will be used to buy or carry any Margin Stock.

<PAGE>

                  SECTION 3.13.  Material Agreements and Liens.

                  (a)  Part A of Schedule 3.13 hereto is a complete and correct
list, as of the date of this Agreement, of each credit agreement, loan
agreement, indenture, note purchase agreement, guarantee, letter of credit or
other arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or guarantee
by, the Borrower or any of its Subsidiaries (other than the Existing Credit
Agreement and the Senior Note Documents) the aggregate principal or face amount
of which equals or exceeds (or may equal or exceed) $100,000 and the aggregate
principal or face amount outstanding or that may become outstanding under each
such arrangement is correctly described in Part A of said Schedule 3.13.

                  (b)  Part B of Schedule 3.13 hereto is a complete and correct
list, as of the date of this Agreement, of each Lien securing Indebtedness of
any Person covering any property of the Borrower or any of its Subsidiaries, and
the aggregate Indebtedness secured (or which may be secured) by each such Lien
and the property covered by each such Lien is correctly described in Part B of
said Schedule 3.13.

                  SECTION 3.14.  Subsidiaries, Etc.

                           (a) Set forth in Part A of Schedule 3.14 hereto is a
         complete and correct list, as of the date hereof, of all of the
         Subsidiaries of the Borrower, together with, for each Subsidiary, (i)
         the jurisdiction of organization of such Subsidiary, (ii) each Person
         holding ownership interests in such Subsidiary and (iii) the nature of
         the ownership interests held by each such Person and the percentage of
         ownership of such Subsidiary represented by such ownership interests.
         Except as disclosed in Part A of Schedule 3.14 hereto, (x) each of the
         Borrower and its Subsidiaries owns, free and clear of Liens (other than
         Liens created pursuant to the Security Documents), and has the
         unencumbered right to vote, all outstanding ownership interests in each
         Person shown to be held by it in Part A of Schedule 3.14 hereto, (y)
         all of the issued and outstanding capital stock of each such Person
         organized as a corporation is validly issued, fully paid and
         nonassessable and (z) there are no outstanding Equity Rights with
         respect to such Person.

                  (b) Set forth in Part B of Schedule 3.14 hereto is a complete
         and correct list, as of the date of this Agreement, of all Investments
         (other than Investments disclosed in Part

<PAGE>

         A of said Schedule 3.14 hereto) held by the Borrower or any of its
         Subsidiaries in Person and, for each such Investment, (x) the identity
         of the Person or Persons holding such Investment and (y) the nature of
         such Investment. Except as disclosed in Part B of Schedule 3.14 hereto,
         each of the Borrower and its Subsidiaries owns, free and clear of all
         Liens (other than Liens created pursuant to the Security Documents),
         all such Investments.

                  SECTION 3.15.  Solvency.

                  On and as of the Effective Date, immediately prior to and
after consummation of the Transactions and after giving effect to all Loans and
other obligations and liabilities being incurred on such date in connection
therewith, and on the date of each subsequent Loan or other extension of credit
hereunder and after giving effect to application of the proceeds thereof in
accordance with the terms of the Loan Documents, the Borrower and its
Subsidiaries, taken as a whole, are, and each Obligor is, and will be Solvent
(as defined in Section 4.01(l)).


                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):

                  (a)  The Administrative Agent (or Special Counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Obligor, the authorization of the Transactions and any
         other legal matters relating to each Obligor, this Agreement, the other
         Loan Documents or the Transactions, all in form and substance
         satisfactory to the Administrative Agent and its counsel.

                  (c)  The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Borrower, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.02.

                  (d)  The Administrative Agent shall have received a Borrowing
         Base Certificate not more than 3 days prior to the Effective Date.

                  (e)  The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of McGuire Woods Battle & Boothe LLP,
         counsel for the Obligors, substantially in the form of Exhibit D, and
         covering such other matters relating to the Obligors, this Agreement,
         the other Loan Documents or the Transactions as the Required Lenders
         shall reasonably request (and the Borrower hereby requests such counsel
         to deliver such opinion).

                  (f)  The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of Special Counsel substantially in the
         form of Exhibit E hereto (and the Administrative Agent hereby requests
         such counsel to deliver such opinion).

                  (g)  The Administrative Agent shall have received evidence
         satisfactory to it of the execution by each First Tier Subsidiary
         required to do so of an Intercompany Note.

                  (h)  The Administrative Agent (or Special Counsel) shall have
         received a counterpart of the Security Agreement duly executed and
         delivered by all of the Persons stated to be parties thereto.

                  (i)  The Administrative Agent (or Special Counsel) shall have
         received a counterpart of copies of duly completed and executed Uniform
         Commercial Code Financing Statements covering the personal property
         subject to the Liens created by the Security Agreement, together with
         evidence that such Financing Statements have been duly filed in all
         jurisdictions in which such filing is necessary or appropriate.

                  (j)  The Administrative Agent (or Special Counsel) shall have
         received a counterpart of the results of Uniform Commercial Code, tax
         and judgment searches as may be requested by the Administrative Agent
         and which searches

<PAGE>
         reveal no liens on any asset of the Borrower except for liens permitted
         under this Agreement.

                  (k)  The Administrative Agent (or Special Counsel) shall have
         received evidence that the principal of and any interest on, and all
         other amounts owing in respect of, the Indebtedness outstanding under
         the Existing Credit Agreement shall have been (or shall be
         simultaneously) repaid in full, that all commitments to extend credit
         under the Existing Credit Agreement shall have been canceled or
         terminated and that Liens securing any such Indebtedness shall have
         been released; and such Uniform Commercial Code termination statements
         and other instruments, in each case in proper form for recording, as
         the Administrative Agent shall have requested to release and terminate
         of record any Liens securing such Indebtedness.

                  (l)  The Administrative Agent (or Special Counsel) shall have
         received a certificate of the Borrower, to the effect that, as of the
         Effective Date (after giving effect to the Transactions), (a) the
         aggregate value of all properties of the Borrower and its Subsidiaries
         at their present fair saleable value (i.e., the amount which may be
         realized within a reasonable time, considered to be six months to one
         year, either through collection or sale at the regular market value,
         regular market value to mean the amount which could be obtained for the
         property in question within such period by a capable and diligent
         business person from an interested buyer who is willing to purchase
         under ordinary selling conditions), exceed the amount of all the debts
         and liabilities (including contingent, subordinated, unmatured and
         unliquidated liabilities) of the Borrower and its Subsidiaries, (b) the
         Borrower and its Subsidiaries will not, on a consolidated basis, have
         an unreasonably small capital with which to conduct its business
         operations as contemplated to be conducted and (c) the Borrower and its
         Subsidiaries will have, on a consolidated basis, sufficient cash flow
         to enable them to pay their debts as they mature (satisfaction of items
         (a) through (c) of this paragraph (m) is herein referred to as being
         "Solvent").

                  (m) The Administrative Agent shall have received evidence
         satisfactory to it that the Joint and Several Guaranty included in the
         Senior Note Documents shall have been amended in a manner satisfactory
         to the Administrative Agent to provide that (i) the Lenders shall be
         entitled to benefit from Section 2.9 of the Joint and Several Guaranty,
         on a pro rata basis, to the same extent as the holders of the senior
         secured notes under the Note Purchase Agreements included in the Senior
         Note Documents and (ii) for purposes

<PAGE>

         of Section 2.18 of the Joint and Several Guaranty, the full amount of
         the Loans shall be deemed to have been borrowed on the date of issuance
         of the senior secured notes and to have remained continuously
         outstanding thereafter.

                  (n)  The Administrative Agent shall have received a
         satisfactory independent audit prepared by Chase's Specialized Due
         Diligence Group or another firm of national standing with respect to
         such matters, as to the accounts receivable and inventory of the
         Borrower and its Subsidiaries, both on an individual and a consolidated
         basis.

                  (o)  The Administrative Agent, the Lenders and the Arranger
         shall have received all fees and other amounts due and payable on or
         prior to the Effective Date, including, to the extent invoiced,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Obligors hereunder.

                  (p)  The Administrative Agent (or Special Counsel) shall have
         received a counterpart of the Intercreditor Agreement duly executed and
         delivered by all of the Persons stated to be parties thereto.

                  (q)  The Administrative Agent shall have received such other
         documents as the Administrative Agent or any Lender or Special Counsel
         may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
at or prior to 3:00 p.m., New York City time, on July 15, 1997 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a)  The representations and warranties of the Obligors
         set forth in this Agreement and the other Loan Documents
         shall be true and correct on and as of the date of such


<PAGE>

         Borrowing or the date of issuance, amendment, renewal or extension of
         such Letter of Credit, as applicable.

                  (b)  At the time of and immediately after giving effect to
         such Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.


                                   ARTICLE V

                             Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 5.01.  Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a)  within 90 days after the end of each fiscal year of the
         Borrower, (i) its audited consolidated balance sheet and related
         statements of operations, stockholders' equity and cash flows as of the
         end of and for such year, setting forth in each case in comparative
         form the figures for the previous fiscal year, all reported on by
         Arthur Andersen LLP or other independent public accountants of
         recognized national standing (without a "going concern" or like
         modification, qualification or exception and without any modification,
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Borrower and its consolidated Subsidiaries on a consolidated basis
         in accordance with GAAP consistently applied and (ii) its consolidating
         balance sheet and related statements of operations, stockholders'
         equity and cash flows as of the end of and for such year, setting forth
         in each case in comparative form the figures for the previous fiscal
         year, certified by one of its Financial Officers as presenting

<PAGE>
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its consolidated Subsidiaries on a
         consolidating basis in accordance with GAAP consistently applied;

                  (b)  within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, (i) its
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year and (ii) its
         consolidating balance sheet and related statements of operations,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Borrower and
         its consolidated Subsidiaries on a consolidated basis or consolidating
         basis, as the case may be, in accordance with GAAP consistently
         applied, subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c)  concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting
         forth reasonably detailed calculations of the Interest Coverage Ratio
         as at the last day of the fiscal quarter or fiscal year, as the case
         may be, in respect of which such financial statements are delivered,
         and demonstrating compliance with Section 6.12 and (iii) stating
         whether any change in GAAP or in the application thereof has occurred
         since the date of the audited financial statements referred to in
         Section 3.04 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate;

                  (d)  concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any

<PAGE>

         Default (which certificate may be limited to the extent required by
         accounting rules or guidelines);

                  (e)  promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the Securities and
         Exchange Commission, or any Governmental Authority succeeding to any or
         all of the functions of said Commission, or with any national
         securities exchange, or distributed by the Borrower to its shareholders
         generally, as the case may be;

                  (f)  as soon as available and in any event within 5 Business
         Days after the end of each monthly accounting period, a Borrowing Base
         Certificate certifying, in the case of the Borrower, as to the
         Consolidated Borrowing Base, and, in the case of each First Tier
         Subsidiary, as to its Borrowing Base, as at the last day of such
         accounting period;

                  (g)  as soon as available, and in any event within 90 days,
         after the end of each fiscal year of the Borrower a report (prepared at
         the expense of the Borrower) of an independent collateral auditor
         (which may be, or be affiliated with, one of the Lenders) approved by
         the Administrative Agent with respect to the Receivables and Inventory
         components included in the Consolidated Borrowing Base as at the end of
         such fiscal year which report shall indicate that, based upon a review
         by such auditors of the Receivables (including, without limitation,
         verification with respect to the amount, aging, identity and credit of
         the respective account debtors and the billing practices of the
         Borrower and its Subsidiaries) and Inventory (including, without
         limitation, verification as to the value, location and respective
         types), the information set forth in the Borrowing Base Certificate
         delivered by the Borrower as at the end of such fiscal year is accurate
         and complete in all material respects; and

                  (h)  promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement, as the Administrative Agent or any Lender may
         reasonably request.

                  SECTION 5.02.  Notices of Material Events.  The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a)  the occurrence of any Default;

<PAGE>

                  (b)  the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to result in a
         Material Adverse Effect;

                  (c)  the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of the Borrower and its Subsidiaries in
         an aggregate amount exceeding $250,000; and

                  (d)  any other development that results in, or could
         reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

                  SECTION 5.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 5.05. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies

<PAGE>

engaged in the same or similar businesses operating in the same or similar
locations.

                  SECTION 5.06. Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

                  SECTION 5.07. Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority, including all Environmental Laws, and
with all other material obligations, applicable to it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.08.  Use of Proceeds and Letters of Credit.

                  (a)  The proceeds of each Loan shall be lent by the Borrower
to First Tier Subsidiaries that are Subsidiary Guarantors, provided that the
aggregate principal amount of loans owing by each First Tier Subsidiary to the
Borrower shall not exceed the Borrowing Base of such First Tier Subsidiary. All
such loans made to each First Tier Subsidiary shall be evidenced by a single
demand promissory note executed and delivered by such First Tier Subsidiary to
the Borrower substantially in the form of Exhibit F hereto (each, an
"Intercompany Note"), and pledged by the Borrower to the Collateral Agent under
the Security Agreement for the benefit of the Secured Parties referred to in the
Security Agreement. Each First Tier Subsidiary shall use the proceeds of such
loans for its own working capital and other general corporate purposes and
(subject to Section 6.13) to make advances to the Borrower and Subsidiaries. In
the event that the Borrower receives any payment of principal of any
Intercompany Note, it shall immediately lend the proceeds of such payment to
another First Tier Subsidiary (to be evidenced by an Intercompany Note of such
other First Tier Subsidiary that has been pledged by the Borrower to the
Collateral Agent under the Security Agreement for the benefit of the Secured
Parties referred to in the Security Agreement), or pay or prepay the Loans
and/or the Pari Passu Debt, such that at no time will the aggregate outstanding

<PAGE>

principal amount of the Loans and the Pari Passu Debt exceed the aggregate
outstanding principal amount of the Intercompany Notes.

                  (b)  Subject to the foregoing paragraph (a), the proceeds of
the Loans will be used only (i) to pay Indebtedness outstanding under the
Existing Credit Agreement and (ii) for working capital and other general
corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations G, U and X.

                  (c)  Subject to the paragraph (a) above, Letters of Credit
will be issued only to support obligations of the Borrower and its Subsidiaries.

                  SECTION 5.09.  Additional Subsidiary Guarantors.  The Borrower
will take such action, and will cause each of its Subsidiaries to take such
action, from time to time as shall be necessary to ensure that each Subsidiary
the inventory or receivables of which are included in the calculation of the
Consolidated Borrowing Base is a Subsidiary Guarantor and, thereby, an "Obligor"
hereunder and under the Security Agreement pursuant to documentation
satisfactory to the Administrative Agent in form and substance.  In addition,
the Borrower may cause any of its other Subsidiaries to become a Subsidiary
Guarantor and, thereby, an "Obligor" hereunder and under the Security Agreement
pursuant to documentation satisfactory to the Administrative Agent in form and
substance. Each such new Subsidiary Guarantor shall deliver such proof of
corporate action, incumbency of officers, opinions of counsel and other
documents as is consistent with those delivered by each other Obligor pursuant
to Section 4.01 or as any Lender or the Administrative Agent shall have
reasonably requested.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

                  SECTION 6.01.  Indebtedness.  The Borrower will not, and will
not permit any Subsidiary to, create, incur or assume any Indebtedness, except:

<PAGE>

                  (a)  Indebtedness created hereunder;

                  (b)  Pari Passu Debt;

                  (c)  any extensions, renewals or replacements of any
         Indebtedness existing on the date hereof and set forth in Schedule
         6.01, provided that the aggregate principal amount of such Indebtedness
         is not thereby increased;

                  (d)  Indebtedness of the Borrower to any Subsidiary and of any
         Subsidiary to the Borrower or any other Subsidiary;

                  (e)  other Indebtedness in an aggregate principal amount not
         exceeding $20,000,000 created, incurred or assumed in any fiscal year
         of the Borrower; and

                  (f)  other Indebtedness provided that, on the date (the
         "Incurrence Date") such Indebtedness is created, incurred or assumed
         (as the case may be), the Borrower furnishes to the Administrative
         Agent reasonable projections demonstrating in reasonable detail that
         the Borrower will be in compliance with Section 6.12(e) on the last day
         of each of the next succeeding four fiscal quarters of the Borrower
         that end after the Incurrence Date after giving effect to such
         creation, incurrence or assumption, together with a certificate of a
         Financial Officer to the effect that such projections are based upon
         reasonable assumptions and reflect the Borrower's best estimate as to
         the matters covered thereby.

For purposes of the foregoing paragraphs (e) and (f), the Acquisition of any
Person shall be deemed to constitute the assumption of the Indebtedness of such
Person by a Subsidiary of the Borrower at the time of the consummation of such
Acquisition.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                  (a)  Permitted Encumbrances;

                  (b) Liens created by the Senior Note Documents as in effect on
         the date hereof; provided that there shall be no Lien securing any
         obligations under the Senior Note Documents at any time after the
         Security Termination Date;

<PAGE>

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the date hereof and set forth in Schedule 6.02
         (other than Liens created by the Senior Note Documents); provided that
         (i) such Lien shall not apply to any other property or asset of the
         Borrower or any Subsidiary and (ii) such Lien shall secure only those
         obligations which it secures on the date hereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as the case may be, (ii) such Lien shall not apply to any other
         property or assets of the Borrower or any Subsidiary and (iii) such
         Lien shall secure only those obligations which it secures on the date
         of such acquisition or the date such Person becomes a Subsidiary, as
         the case may be;

                  (e) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary; provided that (i) such
         security interests secure Indebtedness incurred to finance such
         acquisition, construction or improvement, (ii) such security interests
         and the Indebtedness secured thereby are incurred prior to or within 90
         days after such acquisition or the completion of such construction or
         improvement, (iii) the Indebtedness secured thereby does not exceed 80%
         of the cost of acquiring, constructing or improving such fixed or
         capital assets and (iv) such security interests shall not apply to any
         other property or assets of the Borrower or any Subsidiary;

                  (f) the Lien created by the Security Agreement; provided that
         there shall be no Lien securing any Pari Passu Debt at any time after
         the Security Termination Date;

                  (g) any extensions, renewals or replacements of any of the
         Liens permitted by the foregoing clauses (a) through (f) effected in
         connection with any extension, renewal or replacement of the
         Indebtedness secured thereby; provided that (i) the aggregate principal
         amount of such Indebtedness is not thereby increased, (ii) such Lien
         shall not be extended to cover any additional property and (iii) there
         shall be no Lien securing any extension, renewal or replacement of the
         Pari Passu Debt or any obligations under the Senior Note Documents at
         any time after the Security Termination Date; and


<PAGE>

                  (h) other Liens that (whether before or after the Security
         Termination Date) do not cover any Collateral (as defined in the
         Security Agreement).

Notwithstanding anything contained herein to the contrary, the aggregate amount
of obligations of the Borrower and its Subsidiaries secured by Liens permitted
by any of clauses (c), (d), (e), (g) (to the extent extending, renewing or
replacing any of the Liens permitted by any of clauses (c), (d) and (e)) and (h)
shall not exceed 15% of Consolidated Tangible Net Worth at any time on or after
the Security Termination Date.



                  SECTION 6.03.  Fundamental Changes.

                  (a) The Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in
a transaction in which the surviving entity is a Subsidiary, provided that if
any such transaction shall be between a Subsidiary Guarantor and a Subsidiary
not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing
or surviving corporation, then the continuing or surviving corporation shall
have assumed all of the obligations of such Subsidiary Guarantor hereunder and
under the other Loan Documents pursuant to documentation satisfactory to the
Administrative Agent in form and substance, (iii) any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to the Borrower or to another
Subsidiary, provided that if any such transaction shall be between a Subsidiary
Guarantor and a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary
Guarantor is not the continuing or surviving corporation, then the continuing or
surviving corporation shall have assumed all of the obligations of such
Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to
documentation satisfactory to the Administrative Agent in form and substance,
(iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders; provided that any
such merger that would

<PAGE>


otherwise be permitted by this Section 6.03 involving a Person that is not a
wholly owned Subsidiary immediately prior to such merger shall not be permitted
unless also permitted by Section 6.04 and (v) the Borrower may merge into a
newly formed, "shell" corporation organized under the laws of the Commonwealth
of Virginia in a transaction intended merely to "reincorporate" the Borrower as
a Virginia corporation, provided that (i) the continuing or surviving
corporation shall have assumed all of the obligations of the Borrower hereunder
and under the other Loan Documents pursuant to documentation satisfactory to the
Administrative Agent in form and substance, (ii) no Default shall have occurred
and be continuing or would result therefrom and (iii) the Lenders shall have
received a legal opinion from counsel to the Borrower acceptable to the
Administrative Agent and in form, scope and substance acceptable to the
Administrative Agent as to such merger and such assumption.

                  (b)  The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

                  SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

                  (a)  Permitted Investments;

                  (b)  investments by the Borrower existing on the date
         hereof in the capital stock of its Subsidiaries;

                  (c)  loans or advances made by the Borrower to any
         Subsidiary and made by any Subsidiary to the Borrower or any
         other Subsidiary;

                  (d)  Guarantees constituting Indebtedness permitted by
         Section 6.01;

                  (e)      Investments constituting Acquisitions permitted by
         Section 6.12(f);

<PAGE>
                  (f) Investments in an aggregate amount not exceeding
         $10,000,000 at any one time outstanding in a cold storage warehouse and
         distribution center in Sioux Falls, South Dakota constituting a joint
         venture between Freezer Services Inc., the Borrower and John Morrell &
         Co.; and

                  (g) other Investments not exceeding $5,000,000 in the
         aggregate amount outstanding at any time.

                  SECTION 6.05. Hedging Agreements. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

                  SECTION 6.06. Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except that (a) the
Borrower may declare and pay dividends with respect to its capital stock payable
solely in additional shares of its common stock, (b) Subsidiaries may declare
and pay dividends ratably with respect to their capital stock and (c) the
Borrower may make Restricted Payments pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the Borrower
and its Subsidiaries.

                  SECTION 6.07. Transactions with Affiliates. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its Subsidiaries not
involving any other Affiliate and (c) any Restricted Payment permitted by
Section 6.06.

                  SECTION 6.08. Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances

<PAGE>

to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by this Agreement or any
of the other Loan Documents, (ii) the foregoing shall not apply to restrictions
and conditions existing on the date hereof identified on Schedule 6.08 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement or any of the other Loan Documents if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary
provisions in leases restricting the assignment thereof and (vi) clause (a) of
the foregoing shall not apply to restrictions or conditions imposed by any
agreement under which the Indebtedness governed by the Senior Note Documents is
refinanced, provided that such restrictions or conditions are not materially
more restrictive than those contained in the Senior Note Documents on the date
hereof (and, if such agreement does not provide that the Indebtedness created
thereunder will be secured by Liens on property or assets of the Borrower or any
Subsidiary, such agreement may contain restrictions or conditions limiting Liens
on property or assets of the Borrower or any Subsidiary which are not the
subject of Liens granted under the Security Agreement and such restrictions or
conditions shall not be deemed more onerous than those contained in the Senior
Note Documents on the date hereof).

                  SECTION 6.09. Senior Note Documents. Promptly following the
execution thereof, the Borrower will supply each Lender with a copy of any
modification, supplement or waiver to a Senior Note Document.

                  SECTION 6.10. Limitation on Sale and Leaseback Transactions.
The Borrower will not, and will not permit any of its Subsidiaries to, enter
into, renew or extend any transaction or series of related transactions pursuant
to which the Borrower or such Subsidiary sells or transfers any property in
connection with the leasing, or the release against installment payments, or as
part of an arrangement involving the leasing or resale against installment
payments, of such property to the seller or transferor.

<PAGE>

                  SECTION 6.11. Fiscal Periods. If the Borrower changes the
manner of determining the last day of its fiscal year or the last days of the
first three fiscal quarters in each of its fiscal years, the parties hereto
shall negotiate in good faith to agree to modify any financial calculations and
determinations hereunder to reflect their original intent in light of such
changes, and if they fail so to agree all such financial calculations
determinations hereunder shall continue to be made as if such change had not
occurred.

                  SECTION 6.12.  Financial Covenants.

                  (a) The Borrower will not permit the Consolidated Current
         Ratio to be less than 1.05 to 1 at any time.

                  (b) The Borrower will not permit Consolidated Working Capital
         to be less than $35,000,000 at any time.

                  (c) The Borrower will not permit the ratio of Consolidated
         Total Liabilities to Consolidated Tangible Net Worth on any date to be
         more than the ratio set forth below opposite the period during which
         such date falls:

                           Period                                Ratio

                  From the Effective Date through
                    May 2, 1998                                  3.00 to 1
                  From May 3, 1998 and thereafter                2.75 to 1

                  (d) The Borrower will not permit Consolidated Tangible Net
         Worth on any date (the "Determination Date") to be less than the sum of
         (i) $225,000,000 plus (ii) 50% of the aggregate amount of Consolidated
         Net Income for each quarter that ends after the Effective Date and on
         or before the Determination Date in respect of which Consolidated Net
         Income is greater than zero plus (iii) 50% of the aggregate amount of
         increases in Consolidated Tangible Net Worth after the Effective Date
         and on or before the Determination Date resulting from the issuance by
         it of capital stock as consideration in Acquisitions made by it and its
         Subsidiaries.

                  (e) The Borrower will not permit the ratio of Consolidated
         EBITDA to Consolidated Fixed Charges for any period of four consecutive
         fiscal quarters of the Borrower to be less than the ratio set forth
         below opposite the period during which the last day of such period of
         four consecutive fiscal quarters falls:


<PAGE>

                           Period                                    Ratio

                  From the Effective Date through
                    January 31, 1998                               0.85 to 1
                  From February 1, 1998 through
                    July 31, 1999                                  1.00 to 1
                  From August 1, 1999
                    and thereafter                                 1.10 to 1

                  (f) The Borrower will not permit the sum (without duplication)
         of (i) Capital Expenditures made by the Borrower and its Subsidiaries
         in any fiscal year of the Borrower plus (ii) the Aggregate
         Consideration for all Acquisitions made by the Borrower and its
         Subsidiaries in such fiscal year to exceed the higher of (x) the sum of
         Consolidated Net Income plus depreciation for the Borrower and its
         Subsidiaries for such fiscal year or (y) $100,000,000.

                  SECTION 6.13.  Unguaranteed Exposure.  Notwithstanding
anything contained herein to the contrary, the Borrower will not permit the
Unguaranteed Exposure to exceed $30,000,000.



                                  ARTICLE VII

                               Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a)  the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any 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 otherwise;

                  (b)  the Borrower shall fail to pay any interest on any Loan
         or any fee or any other amount (other than an amount referred to in
         clause (a) of this Article) payable under this Agreement or any other
         Loan Document, when and as the same shall become due and payable, and
         such failure shall continue unremedied for a period of three or more
         Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Obligor in or in connection with this Agreement or any
         other Loan Document or any amendment or modification hereof or thereof
         or waiver hereunder or thereunder, or in any report, certificate,
         financial statement or other document furnished pursuant to or in
<PAGE>

         connection with this Agreement or any other Loan Document or any
         amendment or modification hereof or thereof or waiver hereunder or
         thereunder, shall prove to have been incorrect in any material respect
         when made or deemed made;

                  (d)  the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the existence of the Borrower or any Subsidiary) or 5.08 or
         in Article VI;

                  (e)  any Obligor shall fail to observe or perform any
         covenant, condition or agreement contained in this Agreement or any
         other Loan Document (other than those specified in clause (a), (b) or
         (d) of this Article), and such failure shall continue unremedied for a
         period of 30 days after notice thereof from the Administrative Agent to
         the Borrower (which notice will be given at the request of any Lender);

                  (f)  the Borrower or any Subsidiary shall fail to make any
         payment (whether of principal or interest and regardless of amount) in
         respect of any Material Indebtedness, when and as the same shall become
         due and payable;

                  (g)  any event or condition occurs that results in any
         Material Indebtedness becoming due prior to its scheduled maturity or
         that enables or permits (with or without the giving of notice, the
         lapse of time or both) the holder or holders of any Material
         Indebtedness or any trustee or agent on its or their behalf to cause
         any Material Indebtedness to become due, or to require the prepayment,
         repurchase, redemption or defeasance thereof, prior to its scheduled
         maturity; provided that this clause (g) shall not apply to secured
         Indebtedness that becomes due as a result of the voluntary sale or
         transfer of the property or assets securing such Indebtedness;

                  (h)  an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any
         Subsidiary or its debts, or of a substantial part of its assets, under
         any Federal, state or foreign bankruptcy, insolvency, receivership or
         similar law now or hereafter in effect or (ii) the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official for the Borrower or any Subsidiary or for a substantial part
         of its assets, and, in any such case, such proceeding or petition shall
         continue undismissed for 60 days or an order or decree approving or
         ordering any of the foregoing shall be entered;

<PAGE>
                  (i) the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking liquidation,
         reorganization or other relief under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect, (ii) consent to the institution of, or fail to contest in a
         timely and appropriate manner, any proceeding or petition described in
         clause (h) of this Article, (iii) apply for or consent to the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary or
         for a substantial part of its assets, (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
         or (vi) take any action for the purpose of effecting any of the
         foregoing;

                  (j)  the Borrower or any Subsidiary shall become unable, admit
         in writing or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $5,000,000 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 attach or levy upon any assets
         of the Borrower or any Subsidiary to enforce any such judgment;

                  (l) the Borrower or any Subsidiary receives any notice,
         notification, demand, request for information, citation, summons or
         order or there has been filed any compliant or any penalty has been
         assessed or an investigation or review is pending or threatened by any
         governmental or other entity, in each case with respect to any alleged
         failure by the Borrower or any of its Subsidiaries to have any
         environmental, health or safety permit, license or other authorization
         required under any Environmental Law in connection with the conduct of
         the business of the Borrower or any of its Subsidiaries or with respect
         to any generation, treatment, storage, recycling, transportation,
         discharge or disposal, or any release of any Hazardous Materials
         generated by the Borrower or any of its Subsidiaries, in each case
         which could reasonably be expected to result in a Material Adverse
         Effect.

                  (m)  an ERISA Event shall have occurred that, in the
         opinion of the Required Lenders, when taken together with

<PAGE>


         all other ERISA Events that have occurred, could reasonably be expected
         to result in liability of the Borrower and its Subsidiaries in an
         aggregate amount exceeding (i) $2,000,000 in any year or (ii)
         $10,000,000 for all periods;

                  (n)  any of the following shall occur: (i) subject to Section
         10.13, the Lien created by any Security Document shall at any time
         cease to constitute a valid and perfected Lien on the collateral
         intended to be covered thereby before the Security Termination Date;
         (ii) subject to Section 10.13, except for expiration in accordance with
         its terms, any Security Document shall for whatever reason be
         terminated, or shall cease to be in full force and effect before the
         Security Termination Date; or (iii) subject to Section 10.13, the
         actual or asserted invalidity of any Security Document or of any
         guarantee under Article VIII hereof or the validity of any Security
         Document or of any guarantee under Article VIII hereof or the validity
         of any subordination provision contained in Article VIII hereof shall
         be contested by any party before (in the case of any Security Document)
         the Security Termination Date; or

                  (o)  a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Obligors accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Obligors.

<PAGE>

                                  ARTICLE VIII

                                   Guarantee

                  SECTION 8.01 The Guarantee. The Subsidiary Guarantors hereby
jointly and severally guarantee to each Lender and the Administrative Agent and
their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the principal of
and interest on the Loans (and, in the case of Letters of Credit, LC
Disbursements) made by the Lenders to the Borrower and all other amounts from
time to time owing to the Lenders or the Administrative Agent by the Borrower
under this Agreement and by any Obligor under any of the other Loan Documents,
and all obligations of the Borrower to any Lender in respect of any Hedging
Agreement, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the "Guaranteed Obligations"). The
Subsidiary Guarantors hereby further jointly and severally agree that if the
Borrower shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary
Guarantors will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.

                  SECTION 8.02 Obligations Unconditional. The obligations of the
Subsidiary Guarantors under Section 8.01 hereof are absolute and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the obligations of the Borrower under this Agreement or any
other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 8.02 that the obligations of the
Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and
several, under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Subsidiary Guarantors hereunder
which shall remain absolute and unconditional as described above:

<PAGE>
                  (i)  at any time or from time to time, without notice to the
         Subsidiary Guarantors, the time for any performance of or compliance
         with any of the Guaranteed Obligations shall be extended, or such
         performance or compliance shall be waived;

                  (ii)  any of the acts mentioned in any of the provisions of
         this Agreement or any other agreement or instrument referred to herein
         or therein shall be done or omitted;

                  (iii)  the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under this
         Agreement or any other agreement or instrument referred to herein or
         therein shall be waived or any other guarantee of any of the Guaranteed
         Obligations or any security therefor shall be released or exchanged in
         whole or in part or otherwise dealt with; or

                  (iv)  any lien or security interest granted to, or in favor
         of, the Administrative Agent or any Lender or Lenders as security for
         any of the Guaranteed Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or proceed
against the Borrower under this Agreement or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

                  SECTION 8.03 Reinstatement. The obligations of the Subsidiary
Guarantors under this Article VIII shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of the Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise and the Subsidiary
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees of counsel) incurred by the
Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

<PAGE>

                  SECTION 8.04 Subrogation. The Subsidiary Guarantors hereby
jointly and severally agree that until the payment and satisfaction in full of
all Guaranteed Obligations and the expiration and termination of the Commitments
and Letters of Credit under this Agreement they shall not exercise any right or
remedy arising by reason of any performance by them of their guarantee in
Section 8.01 hereof, whether by subrogation or otherwise, against the Borrower
or any other guarantor of any of the Guaranteed Obligations or any security for
any of the Guaranteed Obligations.

                  SECTION 8.05 Remedies. The Subsidiary Guarantors jointly and
severally agree that, as between the Subsidiary Guarantors and the Lenders, the
obligations of the Borrower under this Agreement may be declared to be forthwith
due and payable as provided in Article VII hereof (and shall be deemed to have
become automatically due and payable in the circumstances provided in said
Article VII) for purposes of Section 8.01 notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against the Borrower and that, in the
event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by the Borrower) shall forthwith become due and payable by the Subsidiary
Guarantors for purposes of said Section 8.01.

                  SECTION 8.06 Instrument for the Payment of Money. Each
Subsidiary Guarantor hereby acknowledges that the guarantee in this Article VIII
constitutes an instrument for the payment of money, and consents and agrees that
any Lender or the Administrative Agent, at its sole option, in the event of a
dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder,
shall have the right to bring motion-action under New York CPLR Section 3213.

                  SECTION 8.07 Continuing Guarantee. The guarantee in this
Article VIII is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

                  SECTION 8.08 Rights of Contribution. The Subsidiary Guarantors
hereby agree, as between themselves, that if any Subsidiary Guarantor shall
become an Excess Funding Guarantor (as defined below) by reason of the payment
by such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Subsidiary Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the Properties, debts and
liabilities of such Excess

<PAGE>

Funding Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any
Excess Funding Guarantor under this Section 8.08 shall be subordinate and
subject in right of payment to the prior payment in full of the obligations of
such Subsidiary Guarantor under the other provisions of this Article VIII and
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all of such
obligations.

                  For purposes of this Section 8.08, (i) "Excess Funding
Guarantor" means, in respect of any Guaranteed Obligations, a Subsidiary
Guarantor that has paid an amount in excess of its Pro Rata Share of such
Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share"
means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of
(x) the amount by which the aggregate present fair saleable value of all
properties of such Subsidiary Guarantor (excluding any shares of stock of any
other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities
of such Subsidiary Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which
the aggregate fair saleable value of all properties of all of the Subsidiary
Guarantors exceeds the amount of all the debts and liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations of the Borrower and the Subsidiary Guarantors hereunder and
under the other Loan Documents) of all of the Subsidiary Guarantors, determined
(A) with respect to any Subsidiary Guarantor that is a party hereto on the
Effective Date, as of the Effective Date, and (B) with respect to any other
Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a
Subsidiary Guarantor hereunder.

                  SECTION 8.09 General Limitation on Guarantee Obligations. In
any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Subsidiary Guarantor under
Section 8.01 would otherwise, taking into account the provisions of Section
8.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under said Section 8.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Subsidiary Guarantor, any Lender, the

<PAGE>

Administrative Agent or any other Person, be automatically limited and reduced
to the highest amount that is valid and enforceable and not subordinated to the
claims of other creditors as determined in such action or proceeding.


                                   ARTICLE IX

                            The Administrative Agent

                  Each of the Lenders and the Issuing Banks hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 10.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any


<PAGE>

Default unless and until written notice thereof is given to the Administrative
Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall take such action (subject to
Section 10.02(b) hereof and subject to the right of the Administrative Agent to
receive further assurances to its satisfaction from the Lenders of their
indemnification obligations under Section 10.03(c) hereof against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take such action) with respect to the notice of a Default referred
to in the preceding paragraph as shall be directed by the Required Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
notice of Default as it shall deem advisable in the best interest of the Lenders
except to the extent that this Agreement expressly requires that such action be
taken, or not be taken, only with the consent or upon the authorization of the
Required Lenders or all of the Lenders.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The

<PAGE>

Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
subagent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Required Issuing Banks and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Borrower, 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 Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Required Issuing Banks, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 10.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

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

<PAGE>

                  The Arranger identified on the cover page of this Agreement
shall have no duties or responsibilities hereunder. The Co-Agent identified on
the cover page of this Agreement shall have no duties or responsibilities
hereunder other than as a Lender and as an Issuing Bank hereunder.

                                   ARTICLE X

                                 Miscellaneous

                  SECTION 10.01. Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a)  if to the Borrower, to it at Smithfield Foods, Inc. at
         900 Dominion Tower, 999 Waterside Drive, Norfolk, VA, 23510, Attention:
         Mr. Aaron D. Trub (Telecopy No. 757- 365-3017) and Michael H. Cole
         (Telecopy No. 757-365-3023);

                  (b)  if to any Subsidiary Guarantor, at the address for
         notices to the Borrower as provided herein;

                  (c)  if to the Administrative Agent or the Collateral Agent,
         to The Chase Manhattan Bank, Agent Bank Services Group, 1 Chase
         Manhattan Plaza, New York, New York 10017, Attention of Sandra Miklave
         (Telecopy No. 212-552-5658), with a copy to The Chase Manhattan Bank,
         270 Park Avenue, New York, New York 10017, Attention of Sue Herzog
         (Telecopy No. 212-344-0246);

                  (d)  if to Chase in its capacity as Issuing Bank, to it at 1
         Chase Manhattan Plaza, New York, New York 10017, Attention of Rashdy
         Botros, Supervisor L/C, (Telecopy No. 212-638-8200);

                  (e)  if to the Swingline Lender, to The Chase Manhattan Bank,
         Agent Bank Services Group, 1 Chase Manhattan Plaza, New York, New York
         10017, Attention of Pam Lambiese (Telecopy No. 212-344-0246); and

                  (f) if to any other Lender (including to Rabobank in its
         capacity as the Issuing Bank), to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other

<PAGE>

parties 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.

                  SECTION 10.02.  Waivers; Amendments.

                  (a) No failure or delay by the Administrative Agent, any
Issuing Bank or any Lender in exercising any right or power 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
Administrative Agent, the Issuing Banks and the Lenders hereunder 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 consent to any departure by any
Obligor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any provision hereof, nor the
Intercreditor Agreement nor any provision thereof, may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Obligors and the Required Lenders or by the Obligors and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or

<PAGE>


modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender, (vi) change the reference
to 75% in the definition of "Borrowing Base" to a higher percentage without the
written consent of each Lender; or (vii) release all or substantially all of the
Subsidiary Guarantors from their obligations in respect of their Guarantee
hereunder without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, either Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, such Issuing Bank
or the Swingline Lender, as the case may be.

                  (c)  Neither any Security Document nor any provision thereof
may be waived, amended or modified, nor may any collateral thereunder be
released, except pursuant to an agreement or agreements in writing entered into
by the Obligors party thereto, and by the Administrative Agent with the consent
of the Lenders. Notwithstanding the foregoing, the Administrative Agent shall,
at the request of the Borrower, (i) agree to release from the Lien of the
Security Agreement any property that is the subject of a permitted sale
hereunder to a Person other than the Borrower or a Subsidiary and (ii) agree to
terminate the Security Agreement if (w) at the time of such release, the
aggregate amount of obligations of the Borrower and its Subsidiaries secured by
Liens permitted by any of clauses (c), (d), (e), (g) (to the extent extending,
renewing or replacing any of the Liens permitted by any of clauses (c), (d) and
(e)) and (h) does not exceed 15% of Consolidated Tangible Net Worth, (x) the
long term senior, unsecured debt of the Borrower is rated at least Baa3 by
Moody's and is rated at least BBB- by S&P, (y) no Default has occurred and is
continuing and (z) all collateral security provided with respect to the Senior
Note Documents and the Pari Passu Debt shall have been released.

                  SECTION 10.03.  Expenses; Indemnity: Damage Waiver.

                  (a)  The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for

<PAGE>

payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by
Rabobank in connection with any demand for payment under any Existing Letter of
Credit and (iv) all out-of-pocket expenses incurred by the Administrative Agent,
either Issuing Bank or any Lender, including the fees, charges and disbursements
of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement and the other Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

                  (b)  The Borrower shall indemnify the Administrative Agent,
each Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or the other Loan Documents or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the an Issuing Bank to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether 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
resulted from the gross negligence or wilful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, an Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, such Issuing Bank or the
Swingline Lender,

<PAGE>

as the case may be, such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, such Issuing Bank or the Swingline
Lender in its capacity as such.

                  (d)  To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                  (e)  All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 10.04.  Successors and Assigns.

                  (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), except that an Obligor may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by such Obligor
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of an Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the relevant Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

                  (b)  Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Commitment or any Lender's obligations in
respect of its LC Exposure or Swingline Exposure, the Required Issuing Banks and
the Swingline Lender) must give their prior written consent to such assignment
(which consent

<PAGE>

shall not be unreasonably withheld or delayed), (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment, 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 Administrative Agent) shall not be less than $10,000,000 unless
each of the Borrower and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; provided further that any
consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance 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 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 of the
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, 2.15, 2.16 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
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 Commitment
of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent,
the Required Issuing Banks and the Lenders may 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, notwithstanding

<PAGE>


notice to the contrary. The Register shall be available for inspection by the
Borrower, the Required Issuing Banks and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.

                  (d)  Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e)  Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Banks or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided 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 and (iii) the Borrower, the
Administrative Agent, the Issuing Banks 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. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.02(b) that affects such
Participant. Subject to paragraph (f) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and
2.16 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.17(c) as though it were a Lender.

                  (f)  A Participant shall not be entitled to receive any
greater payment under Section 2.14 or 2.16 than the applicable

<PAGE>

Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.16 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.16(e) as though it were a Lender.

                  (g)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 10.05. Survival. All covenants, agreements,
representations and warranties made by the Obligors herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement and the other Loan Documents shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, either
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, 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 is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 10.03 and Article IX shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees

<PAGE>

payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 10.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 10.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by 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 obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of any Obligor against any of and all the obligations of such Obligor now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 10.09.  Governing Law; Jurisdiction; Consent to
Service of Process.

                  (a)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  (b) EACH OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES

<PAGE>

DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, 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 the Administrative Agent, either Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Obligor or its properties in
the courts of any jurisdiction.

                  (c)  Each Obligor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which 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 any other
Loan Document in any court referred to in paragraph (b) of this Section. 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.

                  (d) 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 10.10. 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 10.11.  Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of

<PAGE>


reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.

                  SECTION 10.12. Confidentiality. Each of the Administrative
Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement or the other
Loan Documents, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the other Loan
Documents or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or the
other Loan Documents, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent,
either Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this Section, "Information" means all
information received from any Obligor relating to such Obligor or its business,
other than any such information that is available to the Administrative Agent,
either Issuing Bank or any Lender on a nonconfidential basis prior to disclosure
by the Borrower; provided that, in the case of information received from any
Obligor after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

                  SECTION 10.13. Perfection of Security Interests.
Notwithstanding anything contained herein or in any Security Document to the
contrary, neither the Borrower nor any of its Subsidiaries shall be responsible
for the failure of the Lien created by the Security Agreement to be perfected
(a) to the extent that such failure results from the failure by the


<PAGE>

Collateral Agent to file continuation statements under the Uniform Commercial
Code in respect of such Lien, (b) to the extent that such failure relates to
Liens over letters of credit supporting LC-Backed Receivables, provided that the
aggregate amount of LC-Backed Receivables in respect of which such Liens over
the related letters of credit are not perfected does not exceed 10% of the
Consolidated Borrowing Base, (c) to the extent that such failure relates to
Liens over Inventory stored in warehouses, provided that the amount of the
Consolidated Borrowing Base attributable to such Inventory shall not exceed
$250,000 for any single warehouse and that the amount of the Consolidated
Borrowing Base attributable to such Inventory and to Eligible Receivables
referred to in the following clause (d) shall not exceed $20,000,000 in the
aggregate or (d) to the extent that such failure relates to Liens over Eligible
Receivables and results from such Eligible Receivables being due from
Governmental Authorities, provided that the amount of the Consolidated Borrowing
Base attributable to such Eligible Receivables and to Inventory referred to in
the preceding clause (c) shall not exceed $20,000,000 in the aggregate. If the
amount of Collateral subject to any such failure exceeds any relevant amount
referred to in clause (a), (b) or (c) of the preceding sentence, then, (i) on
the date (the "Trigger Date") that the Borrower determines that such excess
exists, the Borrower shall immediately notify the Administrative Agent and the
Collateral Agent of such event, (ii) the Borrower shall furnish to the
Administrative Agent on the Trigger Date a Borrowing Base Certificate calculated
on the basis of the Borrowing Base Certificate most recently furnished hereunder
but recalculating the Borrowing Base with pro forma adjustments reflecting the
exclusion of such excess Collateral from the Eligible Receivables or Eligible
Inventory, as the case may be, (iii) the Borrower shall forthwith on the Trigger
Date comply with its obligations under Section 2.10(b) after giving effect to
the Borrowing Base as so calculated and (iv) not later than 30 days following
the Trigger Date, the Borrower shall have taken such action as shall be
necessary to eliminate such excess. If the Borrower is in compliance with the
preceding sentence, then (x) except as expressly provided in the preceding
sentence, no account or Inventory shall be excluded from Eligible Receivables or
Eligible Inventory, as the case may be, (y) no Obligor shall be deemed to have
breached any covenant or made any untrue representation or warranty and (z) no
Default or Event of Default shall be deemed to have occurred or be continuing,
in each of the cases referred to in the foregoing clauses (x), (y) and (z)
solely because any Lien created by the Security Agreement shall fail to be
perfected if such failure is described in clause (a), (b) or (c) of the first
sentence or this Section 10.13; except that, notwithstanding the preceding
provisions of this Section 10.13, the Borrower shall from time to time upon the
request of the Administrative Agent or the Required Lenders deliver or cause to
be delivered to the Collateral Agent in pledge under the Security Agreement the
letters of credit supporting LC-Backed Receivables.


<PAGE>

                       SECTION 10.14.  Acknowledgements.

Each Obligor hereby acknowledges that:

                  (a)  it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan
         Documents;

                  (b) neither the Administrative Agent nor any Lender or Issuing
         Bank has any fiduciary relationship with or fiduciary duty to any
         Obligor arising out of or in connection with this Agreement or any of
         the other Loan Documents, and the relationship between the
         Administrative Agent, the Lenders and the Issuing Banks, on the one
         hand, and the Obligors, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among any party or parties hereto.

<PAGE>




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

                             SMITHFIELD FOODS, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Vice-President,
                             Secretary and Treasurer

                             THE SMITHFIELD PACKING COMPANY,
                             INCORPORATED

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             GWALTNEY OF SMITHFIELD, LTD.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             PATRICK CUDAHY INCORPORATED

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             JOHN MORRELL & CO.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             LYKES MEAT GROUP, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                              BROWN'S OF CAROLINA, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary



<PAGE>


                             HANCOCK'S OLD FASHIONED COUNTRY
                             HAMS, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary


                             VALLEYDALE FOODS, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary


                             COPAZ PACKING CORPORATION

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             SUNNYLAND, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

                             SMITHFIELD PACKING-LANDOVER, INC.

                                 By_________________________
                                 Name:  Aaron D. Trub
                                 Title:  Secretary

<PAGE>







                            THE CHASE MANHATTAN BANK,
                               individually and as
                              Administrative Agent,


                                By_________________________
                                Name:   Michael D. Peist
                                Title:  Vice President

<PAGE>



                             COOPERATIEVE CENTRALE RAIFFEISEN -
                             BOERENLEENBANK B.A. "RABOBANK
                             NEDERLAND", NEW YORK BRANCH,


                                 By_________________________
                                 Name:
                                 Title:

                                 By_________________________
                                 Name:
                                 Title:

                             AGRIBANK, FCB,


                                 By_________________________
                                 Name:
                                 Title:



                             CAISSE NATIONALE DE CREDIT
                             AGRICOLE,


                                 By_________________________
                                 Name:
                                 Title:



                             DG BANK, DEUTSCHE
                              GENOSSENSCHAFTSBANK,
                              CAYMAN ISLANDS BRANCH,


                                 By_________________________
                                 Name:
                                 Title:

                                 By_________________________
                                 Name:
                                     Title:


<PAGE>




                             NATIONSBANK OF TEXAS, N.A.,



                                 By_________________________
                                 Name:
                                 Title:


                             NATIONSBANK, N.A.,



                                 By_________________________
                                 Name:
                                 Title:


                             BOATMEN'S FIRST NATIONAL BANK
                                 OF KANSAS CITY,


                                 By_________________________
                                 Name:
                                 Title:




<PAGE>


                             FBS AG CREDIT, INC.,



                                 By_________________________
                                 Name:
                                 Title:


                             SUNTRUST BANK, ATLANTA,


                                 By_________________________
                                 Name:
                                 Title:

                                 By_________________________
                                 Name:
                                 Title:


                             BANK OF TOKYO-MITSUBISHI,


                                 By_________________________
                                 Name:
                                 Title:



<PAGE>



                             DRESDNER BANK AG,



                                 By_________________________
                                 Name:
                                 Title:



                             FARM CREDIT SERVICES OF THE
                         MIDLANDS, PCA,


                                 By_________________________
                                 Name:
                                 Title:


                             HARRIS TRUST AND SAVINGS BANK,



                                 By_________________________
                                 Name:
                                 Title:


                             SANWA BANK LIMITED,


                                 By_________________________
                                 Name:
                                 Title:


                             SUMITOMO BANK, LIMITED,
                             NEW YORK BRANCH,



                                  By_________________________
                                  Name:
                                  Title:

                        [SCHEDULES AND EXHIBITS OMITTED]

Source: OneCLE Business Contracts.