by and among PERKINS FAMILY RESTAURANTS, L.P. (the "Borrower") THE RESTAURANT COMPANY PERKINS RESTAURANTS, INC. PERKINS MANAGEMENT COMPANY, INC. PERKINS FINANCE CORP. (the "Guarantors") BANKBOSTON, N.A. and the other financial institutions from time...

REVOLVING CREDIT AGREEMENT

Dated as of December 22, 1997

by and among

▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P.
(the "Borrower")

THE RESTAURANT COMPANY
▇▇▇▇▇▇▇ RESTAURANTS, INC.
▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC.
▇▇▇▇▇▇▇ FINANCE CORP.
(the "Guarantors")

BANKBOSTON, N.A.
and the other financial institutions from time to time
listed on Schedule 1 hereto
(the "Banks")

and

BANKBOSTON, N.A., as Agent and Administrative Agent
(the "Agent")

NATIONSBANK, N.A., as Syndication Agent

with

BANCBOSTON SECURITIES INC.,
Having Acted as Arranger

TABLE OF CONTENTS

1. DEFINITIONS AND RULES OF INTERPRETATION. 1
1.1. Definitions. 1
1.2. Rules of Interpretation. 15
2. THE REVOLVING CREDIT FACILITY. 16
2.1. Commitment to Lend. 16
2.2. Commitment Fee. 16
2.3. Reduction of Total Revolving Credit Commitment. 16
2.4. The Revolving Credit Notes. 17
2.5. Interest on Revolving Credit Loans. 17
2.6. Requests for Revolving Credit Loans. 17
2.7. Conversion Options. 18
2.7.1. Conversion to Different Type of
Revolving Credit Loan. 18
2.7.2. Continuation of Type of Revolving Credit Loan. 18
2.7.3. Eurodollar Rate Loans. 18
2.8. Funds for Revolving Credit Loans. 18
2.8.1. Funding Procedures. 18
2.8.2. Advances by Agent. 19
3. REPAYMENT OF THE REVOLVING CREDIT LOANS. 19
3.1. Maturity. 19
3.2. Mandatory Repayments of Revolving Credit Loans. 19
3.3. Optional Repayments of Revolving Credit Loans. 19
4. [Intentionally Omitted]. 20
5. LETTERS OF CREDIT. 20
5.1. Letter of Credit Commitment. 20
5.1.1. Commitment to Issue Letters of Credit. 20
5.1.2. Letter of Credit Applications. 20
5.1.3. Terms of Letters of Credit. 20
5.1.4. Reimbursement Obligations of Banks. 20
5.1.5. Participations of Banks. 21
5.2. Reimbursement Obligation of the Borrower. 21
5.3. Letter of Credit Payments. 21
5.4. Obligations Absolute. 22
5.5. Reliance by Issuer. 22
5.6. Letter of Credit Fee. 22
6. CERTAIN GENERAL PROVISIONS. 23
6.1. Fees. 23
6.2. [Intentionally Omitted]. 23
6.3. Funds for Payments. 23
6.3.1. Payments to Agent. 23
6.3.2. No Offset, etc. 23
6.4. Computations. 24

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6.5. Inability to Determine Eurodollar Rate. 24
6.6. Illegality. 24
6.7. Additional Costs, etc. 24
6.8. Capital Adequacy. 25
6.9. Certificate. 26
6.10. Indemnity. 26
6.11. Interest After Default. 26
6.11.1. Overdue Amounts. 26
6.11.2. Amounts Not Overdue. 26
6.11.3. Letters of Credit. 26
6.12. Replacement of Individual Banks. 27
7. COLLATERAL SECURITY AND GUARANTIES. 27
7.1. Security of Borrower. 27
7.2. Guaranties and Security of Subsidiaries. 27
7.3. Collateral Notes. 27
8. REPRESENTATIONS AND WARRANTIES. 27
8.1. Corporate Authority. 27
8.1.1. Existence; Good Standing. 27
8.1.2. Authorization. 28
8.1.3. Enforceability. 28
8.2. Governmental Approvals. 28
8.3. Title to Properties; Leases. 28
8.4. Financial Statements and Projections. 28
8.4.1. Financial Statements. 28
8.4.2. Projections. 29
8.5. No Material Changes, etc. 29
8.6. Franchises, Patents, Copyrights, etc. 29
8.7. Litigation. 29
8.8. No Materially Adverse Contracts, etc. 30
8.9. Compliance with Other Instruments, Laws, etc. 30
8.10. Tax Status. 30
8.11. No Event of Default. 30
8.12. Holding Company and Investment Company Acts. 30
8.13. Absence of Financing Statements, etc. 30
8.14. Employee Benefit Plans. 30
8.14.1. In General. 30
8.14.2. Terminability of Welfare Plans. 30
8.14.3. Guaranteed Pension Plans. 31
8.14.4. Multiemployer Plans. 31
8.15. Use of Proceeds. 31
8.15.1. General. 31
8.15.2. Regulations U and X. 31
8.15.3. Ineligible Securities. 31
8.16. Chief Executive Offices. 32

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8.17. Disclosure. 32
8.18. Environmental Compliance. 32
8.19. Subsidiaries, etc. 33
8.20. Fiscal Year. 34
8.21. Solvency. 34
9. AFFIRMATIVE COVENANTS. 34
9.1. Punctual Payment. 34
9.2. Maintenance of Office. 34
9.3. Records and Accounts. 34
9.4. Financial Statements, Certificates and Information. 34
9.5. Notices. 35
9.5.1. Defaults. 35
9.5.2. Environmental Events. 35
9.5.3. Notification of Claim against Collateral. 36
9.5.4. Notice of Litigation and Judgments. 36
9.6. Existence; Maintenance of Properties. 36
9.6.1. Existence. 36
9.6.2. Maintenance of Properties. 36
9.7. Insurance. 36
9.8. Taxes. 37
9.9. Inspection of Properties and Books, etc. 37
9.9.1. General. 37
9.9.2. Environmental Assessments. 37
9.10. Compliance with Laws, Contracts, Licenses, and Permits. 37
9.11. Employee Benefit Plans. 38
9.12. Use of Proceeds. 38
9.13. Additional Mortgaged Property. 38
9.14. Further Assurances. 39
9.15. Conduct of Business. 39
9.16. Interest Rate Protection Arrangements. 39
9.17. Cash Management. 39
10. CERTAIN NEGATIVE COVENANTS. 39
10.1. Restrictions on Indebtedness. 39
10.2. Restrictions on Liens. 41
10.3. Restrictions on Investments. 42
10.4. Distributions. 43
10.5. Merger, Consolidation and Disposition of Assets. 43
10.6. Sale and Leaseback. 45
10.7. Compliance with Environmental Laws. 45
10.8. Employee Benefit Plans. 45
10.9. Change in Fiscal Year. 46
10.10. Changes in Terms of Partnership Documents. 46
10.11. Transactions with Affiliates. 46
10.12. Prepayment of Other Indebtedness. 46

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10.13. Restrictions On Negative Pledges. 46
10.14. Concerning PFC. 46
11. FINANCIAL COVENANTS OF THE BORROWER. 46
11.1. Leverage Ratio. 46
11.2. Net Worth. 47
11.3. Cash Flow Ratio. 47
11.4. Interest Coverage Ratio. 47
11.5. Capital Expenditures. 47
12. CLOSING CONDITIONS. 48
12.1. Loan Documents. 48
12.2. Certified Copies of Charter Documents. 48
12.3. Corporate and Partnership Action. 48
12.4. Incumbency Certificate. 48
12.5. Validity of Liens. 48
12.6. Perfection Certificates and UCC Search Results. 49
12.7. Taxes. 49
12.8. Title Insurance. 49
12.9. Landlord Consents. 49
12.10. Hazardous Waste Assessments. 49
12.11. Certificates of Insurance. 49
12.12. Solvency Opinion. 49
12.13. Opinions of Counsel. 49
12.14. Payment of Fees. 50
12.15. Existing Indebtedness. 50
12.16. Capital Structure. 50
12.17. Repurchase; Merger, Etc.. 50
12.18. No Material Adverse Change. 50
12.19. Balance Sheets. 50
12.20. No Litigation. 50
12.21. Consents and Approvals. 50
12.22. Other Documentation. 51
12.23. Commercial Finance Examination. 51
12.24. Collateral Valuation. 51
13. CONDITIONS TO ALL BORROWINGS. 51
13.1. Representations True; No Event of Default. 51
13.2. No Legal Impediment. 51
13.3. Governmental Regulation. 51
13.4. Proceedings and Documents. 51
14. EVENTS OF DEFAULT; ACCELERATION; ETC. 52
14.1. Events of Default and Acceleration. 52
14.2. Termination of Commitments. 54
14.3. Remedies. 54
14.4. Distribution of Collateral Proceeds. 55
15. SETOFF. 55

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16. THE AGENT. 56
16.1. Authorization. 56
16.2. Employees and Agents. 56
16.3. No Liability. 56
16.4. No Representations. 56
16.5. Payments. 56
16.5.1. Payments to Agent. 57
16.5.2. Distribution by Agent. 57
16.5.3. Delinquent Banks. 57
16.6. Holders of Notes. 57
16.7. Indemnity. 58
16.8. Agent as Bank; Syndication Agent. 58
16.9. Resignation. 58
16.10. Removal of Agent. 58
16.11. Notification of Defaults and Events of Default. 58
16.12. Duties in the Case of Enforcement. 59
17. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION. 59
17.1. Sharing of Information with Section 20 Subsidiary. 59
17.2. Confidentiality. 59
17.3. Prior Notification. 59
17.4. Other. 60
18. EXPENSES. 60
19. INDEMNIFICATION. 60
20. SURVIVAL OF COVENANTS, ETC. 61
21. ASSIGNMENT AND PARTICIPATION. 61
21.1. Conditions to Assignment by Banks. 61
21.2. Certain Representations and Warranties; Limitations;
Covenants. 62
21.3. Register. 63
21.4. New Notes. 63
21.5. Participations. 63
21.6. Disclosure. 63
21.7. Assignee or Participant Affiliated with the Borrower. 64
21.8. Miscellaneous Assignment Provisions. 64
21.9. Assignment by Borrower and Guarantors. 64
22. NOTICES, ETC. 64
23. GOVERNING LAW. 65
24. HEADINGS. 65
25. COUNTERPARTS. 65
26. ENTIRE AGREEMENT, ETC. 65
27. WAIVER OF JURY TRIAL. 65
28. CONSENTS, AMENDMENTS, WAIVERS, ETC. 66
29. GUARANTY. 66
29.1. Guaranty. 66

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29.2. Guaranteed Obligations. 66
29.3. Guaranty Absolute. 67
29.4. Authorized Actions. 67
29.5. Effectiveness; Enforcement. 68
29.6. Waiver. 68
29.7. Subordination; Subrogation Rights. 68
29.8. Concerning Joint and Several Liability of the Guarantors. 69
29.9. New Guarantors. 71
29.10. Limitation on Liability. 71
30. SEVERABILITY. 71
31. RIGHT TO PUBLICIZE. 71

SCHEDULES AND EXHIBITS

SCHEDULE 1 Banks; Revolving Credit Commitments; Revolving Credit
Commitment Percentages
SCHEDULE 5.1.1 Letters of Credit
SCHEDULE 8.3 Title to Properties; Leases
SCHEDULE 8.7 Litigation
SCHEDULE 8.19 Subsidiaries
SCHEDULE 10.1 Existing Indebtedness
SCHEDULE 10.2 Existing Liens
SCHEDULE 10.3 Existing Investments

EXHIBIT A Form of Revolving Credit Note
EXHIBIT B Form of Revolving Credit Loan Request
EXHIBIT C Form of Compliance Certificate
EXHIBIT D Form of Assignment and Acceptance

REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of December 22, 1997, by and
among , ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P., a Delaware limited partnership (the
"Borrower"), THE RESTAURANT COMPANY ("TRC"), a Delaware corporation, ▇▇▇▇▇▇▇
RESTAURANTS, INC., a Minnesota corporation ("PRI") and ▇▇▇▇▇▇▇ MANAGEMENT
COMPANY, INC., a Delaware corporation ("PMC"), ▇▇▇▇▇▇▇ FINANCE CORP., a
Delaware corporation (together with TRC, PRI and PMC, the "Guarantors"),
BANKBOSTON, N.A. ("BKB"), a national banking association and the other
lending institutions listed on SCHEDULE 1 and BANKBOSTON, N.A. as agent and
administrative agent for itself and such other lending institutions, and
NATIONSBANK, N.A., as Syndication Agent (the "Syndication Agent").

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. DEFINITIONS.

The following terms shall have the meanings set forth in this Section 1
or elsewhere in the provisions of this Credit Agreement referred to below:

ADDITIONAL SENIOR NOTES. The unsecured Senior Notes of the Borrower to
be issued pursuant to the shelf registration made in connection with the
Senior Notes, in an aggregate principal amount not to exceed $20,000,000,
with an interest rate PER ANNUM not in excess of 11.5%, issued pursuant to
the Senior Indenture, and on terms and conditions substantially the same as
those relating to the Senior Notes and otherwise approved by, the Agent.

ADJUSTMENT DATE. The first day of the month immediately following the
month in which a Compliance Certificate is delivered by the Borrower pursuant
to Section 9.4(d).

AFFILIATE. Any Person that would be considered to be an affiliate of
the Borrower under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if the Borrower
were issuing securities.

AGENT'S HEAD OFFICE. The Agent's head office located at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the Agent
may designate from time to time.

AGENT. BKB acting as agent for the Banks, or such successor Agent as
may be appointed pursuant to Section 16.9 or Section 16.10 hereof.

AGENT'S SPECIAL COUNSEL. ▇▇▇▇▇▇▇ ▇▇▇▇ LLP or such other counsel as may
be approved by the Agent.

APPLICABLE MARGIN. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "RATE
ADJUSTMENT PERIOD"), the Applicable Margin with respect to Revolving Credit
Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of
Credit shall be the applicable percentage set forth below with respect to
each such Loan or Letter of Credit, as the case may be, corresponding to the
Borrower's Leverage Ratio, as determined at the end of the fiscal quarter of
the Borrower and its Subsidiaries ending immediately prior to the applicable
Rate Adjustment Period:

REVOLVING CREDIT LOANS

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EURODOLLAR
LEVERAGE BASE RATE LOANS AND
RATIO RATE LETTERS OF
LOANS CREDIT
------------------------------------------------------------------------------
I LESS THAN 2.75:1 0.50% 2.00%
------------------------------------------------------------------------------
II GREATER THAN 2.75:1 and 1.00% 2.50%
LESS THAN 3.50:1
------------------------------------------------------------------------------
III GREATER THAN 3.50:1 1.50% 3.00%
------------------------------------------------------------------------------

Notwithstanding the foregoing, (a) for the period commencing on the Closing
Date through the end of the month in which the quarterly compliance
certificate for the fiscal quarter ending December 31, 1997 is delivered
pursuant to Section 9.4(d) hereof, the Applicable Margin shall be that
percentage corresponding to Level III in the table above; and (b) if the
Borrower fails to deliver any Compliance Certificate pursuant to Section
9.4(d) hereof, then for the period commencing on the first day of the month
immediately following the date such Compliance Certificate was due through
the date immediately preceding the Adjustment Date that occurs immediately
following the date on which such Compliance Certificate is delivered, the
Applicable Margin shall be that percentage corresponding to Level III in the
table above.

ARRANGER. BancBoston Securities Inc.

ASSIGNMENT AND ACCEPTANCE. See Section 21.1.

BALANCE SHEET DATE. December 31, 1996.

BANKS. BKB and the other lending institutions listed on SCHEDULE 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to Section 21.

BASE RATE. The higher of (a) the annual rate of interest announced from
time to time by BKB at its head office in Boston, Massachusetts, as its "base
rate" and (b) one-half of one percent (1/2%) above the Federal Funds
Effective Rate. For the purposes of this definition, "Federal Funds
Effective Rate" shall mean for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three funds brokers of recognized standing selected by the Agent.

BASE RATE LOANS. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

BKB. As defined in the preamble hereto.

BORROWER. As defined in the preamble hereto.

BUSINESS DAY. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in the
case of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day.

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CAPITAL ASSETS. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents,
copyrights, trademarks, franchises and good will); PROVIDED that Capital
Assets shall not include any item customarily charged directly to expense or
depreciated over a useful life of twelve (12) months or less in accordance
with generally accepted accounting principles.

CAPITAL EXPENDITURES. Amounts paid or indebtedness incurred by the
Borrower or any of its Subsidiaries in connection with the purchase or lease
by the Borrower or any of its Subsidiaries of Capital Assets that would be
required to be capitalized and shown on the balance sheet of such Person in
accordance with generally accepted accounting principles.

CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet
of the lessee or obligor in accordance with generally accepted accounting
principles.

CASH FLOW RATIO. As at the end of each fiscal quarter of the Borrower,
the ratio of (a) Consolidated Cash Flow for the period of the four (4)
consecutive fiscal quarters then ending to (b) Consolidated Financial
Obligations for the period of the four (4) consecutive fiscal quarters then
ending.

CERCLA. See Section 8.18(a).

CLOSING DATE. The first date on which the conditions set forth in
Sections 12 and 13 have been satisfied and any Loans are to be made or any
Letter of Credit is to be issued hereunder.

CODE. The Internal Revenue Code of 1986.

COLLATERAL. All of the property, rights and interests of the Borrower
and the Guarantors that are or are intended to be subject to the security
interests and mortgages created by the Security Documents.

COLLATERAL NOTES. See Section 7.3.

CONSOLIDATED OR CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and
all of its Subsidiaries, consolidated in accordance with generally accepted
accounting principles.

CONSOLIDATED CASH FLOW. For any period, the sum of (a) the Consolidated
Net Income of the Borrower and its Subsidiaries for such period, MINUS (b)
Tax Distributions made and cash taxes paid during such period, PLUS (c) to
the extent deducted in the calculation of Consolidated Net Income,
depreciation and amortization for such period, PLUS (d) Consolidated Total
Interest Expense for such period, PLUS (e) to the extent deducted in the
calculation of Consolidated Net Income, income tax expense for such period,
PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is
properly attributable to minority interest and which has been deducted in the
calculation of Consolidated Net Income but which has not been distributed by
such Subsidiary, PLUS (g) to the extent deducted in the calculation of
Consolidated Net Income and without duplication, other non-cash charges, if
any, for such period, MINUS (h) the aggregate amount of Maintenance Capital
Expenditures made during such period, PLUS (i) to the extent deducted in the
calculation of Consolidated Net Income and without duplication, nonrecurring
noncapitalized transaction expenses relating to the Repurchase and the
transactions contemplated hereby.

CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated
Net Income of the Borrower and its Subsidiaries for such period, PLUS (b)
income of a non-wholly-owned

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Subsidiary of the Borrower which is properly attributable to minority
interest and which has been deducted in the calculation of Consolidated Net
Income but which has not been distributed by such Subsidiary, PLUS (c)
Consolidated Total Interest Expense for such period, PLUS (d) to the extent
deducted in the calculation of Consolidated Net Income, income tax expense
for such period, PLUS (e) to the extent deducted in the calculation of
Consolidated Net Income, depreciation and amortization for such period, PLUS
(f) to the extent deducted in the calculation of Consolidated Net Income and
without duplication, other non-cash charges of the Borrower and its
Subsidiaries for such period PLUS (g) to the extent deducted in the
calculation of Consolidated Net Income and without duplication, nonrecurring
noncapitalized transaction expenses relating to the Repurchase and the
transactions contemplated hereby.

CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all
scheduled payments (including without limitation, principal, interest and
commitment fees) on Indebtedness of the Borrower and its Subsidiaries,
including Capitalized Leases, during such period.

CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the
aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a
consolidated basis, relating to the borrowing of money or the obtaining of
credit or in respect of Capitalized Leases, PLUS (b) without duplication, all
reimbursement obligations of such Persons in respect of letters of credit
outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the
Borrower or any of its Subsidiaries.

CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all
expenses, taxes, and other proper charges, but before deduction of Tax
Distributions, determined in accordance with generally accepted accounting
principles.

CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over
Consolidated Total Liabilities.

CONSOLIDATED TOTAL ASSETS. All assets of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.

CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the remainder of
(a) the aggregate amount of interest required to be paid or accrued by the
Borrower and its Subsidiaries during such period on all Indebtedness of the
Borrower and its Subsidiaries outstanding during all or any part of such
period, whether such interest was or is required to be reflected as an item
of expense or capitalized, including payments consisting of interest in
respect of Capitalized Leases and including commitment fees, agency fees,
facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money, MINUS (b) interest income of the
Borrower and its Subsidiaries for such period, in each case, determined on a
consolidated basis for such Persons in accordance with generally accepted
accounting principles.

CONSOLIDATED TOTAL LIABILITIES. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.

CONVERSION REQUEST. A notice given by the Borrower to the Agent of the
Borrower's election to convert or continue a Loan in accordance with
Section 2.7.

CREDIT AGREEMENT. This Revolving Credit Agreement, including the
Schedules and Exhibits hereto.

CREDIT APPROVED. A Person that at the time it becomes an assignee of
any Bank pursuant to Section 21 hereof (a) has a credit rating of at least
the greater of (i) BBB by Standard & Poor's Ratings Services, a division of
The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or Baa2 by Moody's

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Investor's Service, Inc. and (ii) the rating, if any, issued by Standard &
Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or by
Moody's Investor's Service, Inc. in respect of senior debt issued by the
Borrower, or (b) has been approved by the Borrower and the Agent in writing
to be an Eligible Assignee.

DEFAULT. See Section 14.1.

DELINQUENT BANK. See Section 16.5.3.

DISTRIBUTION. The declaration or payment of any dividend or other
distribution on or in respect of any Equity Interests of a Person, other than
dividends or distributions payable solely in Equity Interests of such Person
of the same class; the purchase, redemption, or other retirement of any
Equity Interests of a Person, directly or indirectly through a Subsidiary of
such Person or otherwise; the return of capital by a Person to the holders of
its Equity Interests as such; or any other distribution on or in respect of
any Equity Interests of a Person.

DOLLARS or $. Dollars in lawful currency of the United States of
America.

DOMESTIC LENDING OFFICE. Initially, the office of each Bank designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States of America that will be making or
maintaining Base Rate Loans.

DRAWDOWN DATE. The date on which any Loan is made or is to be made, and
the date on which any Revolving Credit Loan is converted or continued in
accordance with Section 2.7.

ELIGIBLE ASSIGNEE. Any of (a) a Credit Approved commercial bank or
finance company organized under the laws of the United States of America, or
any State thereof or the District of Columbia, and having total assets in
excess of $5,000,000,000; (b) a Credit Approved savings and loan association
or savings bank organized under the laws of the United States of America, or
any State thereof or the District of Columbia, and having a net worth of at
least $500,000,000, calculated in accordance with generally accepted
accounting principles; (c) a Credit Approved commercial bank organized under
the laws of any other country which is a member of the Organization for
Economic Cooperation and Development (the "OECD"), or a political subdivision
of any such country, and having total assets in excess of $5,000,000,000,
PROVIDED that such bank is acting through a branch or agency located in the
country in which it is organized or another country which is also a member of
the OECD; (d) the central bank of any country which is a member of the OECD
and is Credit Approved; (e) any investment company registered under the
Investment Company Act of 1940, as amended, and any insurance company; and
(f) if, but only if, any Event of Default has occurred and is continuing, any
other bank, insurance company, commercial finance company or other financial
institution or other Person approved by the Agent, such approval not to be
unreasonably withheld.

EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate, other than a Multiemployer Plan.

ENVIRONMENTAL LAWS. See Section 8.18(a).

EPA. See Section 8.18(b).

EQUITY INTERESTS. All equity interests of a Person, including any (a)
common or preferred stock, (b) limited or general partnership interests, (c)
limited liability company membership interests, (d) options, warrants, or
other rights to purchase or acquire any Equity Interest, or (e) securities
convertible into any Equity Interest.

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ERISA. The Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE. Any Person which is treated as a single employer with
the Borrower under Section 414 of the Code.

ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any lender
subject thereto would be required to maintain reserves under Regulation D of
the Board of Governors of the Federal Reserve System (or any successor or
similar regulations relating to such reserve requirements) against
"Eurocurrency Liabilities" (as that term is used in Regulation D), if such
liabilities were outstanding. The Eurocurrency Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in the
Eurocurrency Reserve Rate.

EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or
such other eurodollar interbank market as may be selected by the Agent in its
sole discretion acting in good faith.

EURODOLLAR LENDING OFFICE. Initially, the office of each Bank
designated as such in SCHEDULE 1 hereto; thereafter, such other office of
such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.

EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the rate at which the Agent's
Eurodollar Lending Office is offered Dollar deposits at 10:00 a.m. (Boston
time) two Eurodollar Business Days prior to the beginning of such Interest
Period in the interbank eurodollar market where the eurodollar and foreign
currency and exchange operations of such Eurodollar Lending Office are
customarily conducted, for delivery on the first day of such Interest Period
for the number of days comprised therein and in an amount comparable to the
amount of the Eurodollar Rate Loan of BKB to which such Interest Period
applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve
Rate, if applicable.

EURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest
calculated by reference to the Eurodollar Rate.

EVENT OF DEFAULT. See Section 14.1.

EXISTING CREDIT AGREEMENT. The Revolving Credit and Term Loan
Agreement, dated as of June 25, 1997, by and among the Borrower, BKB and the
other banks party thereto, and BKB as agent for itself and such banks.

FEE LETTER. The letter agreement dated September 29, 1997 between TRC
and the Agent.

FRONTING FEE. See Section 5.6.

GENERAL PARTNER. PMC.

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in Section 11,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards

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Board and its predecessors, in effect for the fiscal year ended on the
Balance Sheet Date, and (ii) to the extent consistent with such principles,
the accounting practice of the Borrower reflected in its financial statements
for the year ended on the Balance Sheet Date, and (b) when used in general,
other than as provided above, means principles that are (i) consistent with
the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, as in effect from time to time, and (ii)
consistently applied with past financial statements of the Borrower adopting
the same principles, provided that in each case referred to in this
definition of "generally accepted accounting principles" a certified public
accountant would, insofar as the use of such accounting principles is
pertinent, be in a position to deliver an unqualified opinion (other than a
qualification regarding changes in generally accepted accounting principles)
as to financial statements in which such principles have been properly
applied. In connection with the conversion of the Borrower into corporate
form, the provisions of this Credit Agreement, including without limitation
Sections 10 and 11, shall not give effect to any purchase accounting
adjustments made in connection with such conversion until this Credit
Agreement shall have been appropriately amended to reflect such adoption in a
manner reasonably acceptable to the parties hereto.

GUARANTEED OBLIGATIONS. See Section 29.2.

GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower
or any ERISA Affiliate the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

GUARANTORS. As defined in the preamble hereto, which term shall include
the wholly-owned Subsidiaries of the Borrower which become parties to this
Credit Agreement from time to time pursuant to Section 29.9 hereof.

GUARANTY. See Section 29.1.

HAZARDOUS SUBSTANCES. See Section 8.18(b).

IMPROVEMENT CAPITAL EXPENDITURES. Capital Expenditures relating to the
improvement of existing operating units of the Borrower and its Subsidiaries,
as described in the projections delivered pursuant to Section 8.4.2.

INDEBTEDNESS. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such
Person and whether or not contingent, but without duplication:

(i) every obligation of such Person for money borrowed,

(ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses,

(iii) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for
the account of such Person,

(iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (including securities
repurchase agreements but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business which are not
overdue or which are being contested in good faith),

(v) every obligation of such Person under any Capitalized Lease,

(vi) every obligation of such Person under any lease (a "synthetic
lease") treated as an operating lease under generally accepted accounting
principles and as a loan or financing for U.S. income tax purposes,

(vii) all sales by such Person of (A) accounts or general intangibles
for money due or to become due, (B) chattel paper, instruments or documents
creating or evidencing a right to payment of money or (C) other receivables
(collectively "receivables"), whether pursuant to a purchase facility or
otherwise, other than in connection with the disposition of the business
operations of such Person relating thereto or a disposition of defaulted
receivables for collection and not as a financing arrangement, and together
with any obligation of such Person to pay any discount, interest, fees,
indemnities, penalties, recourse, expenses or other amounts in connection
therewith,

(viii) every obligation of such Person (an "equity related purchase
obligation") to purchase, redeem, retire or otherwise acquire for value any
shares of capital stock of any class issued by such Person, any warrants,
options or other rights to acquire any such shares, or any rights measured
by the value of such shares, warrants, options or other rights,

(ix) every obligation of such Person under any forward contract
(other than forward contracts relating to the purchase of commodities used
in the operation of the Borrower's business, entered into between such
Person and the suppliers of such commodities), futures contract, swap,
option or other financing agreement or arrangement (including, without
limitation, caps, floors, collars and similar agreements), the value of
which is dependent upon interest rates, currency exchange rates,
commodities or other indices,

(x) every obligation in respect of Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to
the extent that 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 that the terms of such Indebtedness provide that such Person is not
liable therefor and such terms are enforceable under applicable law, and

(xi) every obligation, contingent or otherwise, of such Person
guaranteeing, or having the economic effect of guarantying or otherwise
acting as surety for, any obligation of a type described in any of clauses
(i) through (x) (the "primary obligation") of another Person (the "primary
obligor"), in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (A) to purchase or pay
(or advance or supply funds for the purchase of) any security for the
payment of such primary obligation, (B) to purchase property, securities or
services for the purpose of assuring the payment of such primary
obligation, or (C) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such primary obligation.

The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (u) any forward contract, futures contract,
swap, interest rate protection arrangements or exchange rate protection
arrangements shall be the net liability of the Borrower and its Subsidiaries
under such arrangements at such time, calculated on a basis satisfactory to
the Agent in accordance with accepted practice, (v) any Indebtedness, issued
at a price that is less than the principal amount at maturity thereof, shall
be the amount of the liability in respect thereof determined in accordance
with generally accepted accounting principles, (w) any Capitalized Lease
shall be the principal component of the aggregate of the rentals obligation
under such Capitalized Lease payable over the term thereof that is not

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subject to termination by the lessee, (x) any sale of receivables shall be
the amount of unrecovered capital or principal investment of the purchaser
(other than the Borrower or any of its wholly-owned Subsidiaries) thereof,
excluding amounts representative of yield or interest earned on such
investment, (y) any synthetic lease shall be the stipulated loss value,
termination value or other equivalent amount and (z) any equity related
purchase obligation shall be the maximum fixed redemption or purchase price
thereof inclusive of any accrued and unpaid dividends to be comprised in such
redemption or purchase price.

INELIGIBLE SECURITIES. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of
the Banking Act of 1993 (12 U.S.C. Section 24, Seventh), as amended.

INTEREST COVERAGE RATIO. As at the end of each fiscal quarter of the
Borrower, the ratio of (a) Consolidated EBITDA for the period of the four (4)
consecutive fiscal quarters then ending to (b) Consolidated Total Interest
Expense for the period of the four (4) consecutive fiscal quarters then
ending, PROVIDED that, for each fiscal quarter of the Borrower ending on or
before December 31, 1998, Consolidated Total Interest Expense shall be
determined on a Pro Forma Basis as if all Indebtedness of the Borrower and
its Subsidiaries, including, without limitation, the Loans and the Senior
Notes, were incurred on the first day of such period of four fiscal quarters.

INTEREST PAYMENT DATE. (a) As to any Base Rate Loan, the last day of
each calendar quarter; and (b) as to any Eurodollar Rate Loan in respect of
which the Interest Period is (i) 3 months or less, the last day of such
Interest Period, and (ii) more than 3 months, the date that is 3 months from
the first day of such Interest Period and, in addition, the last day of such
Interest Period.

INTEREST PERIOD. With respect to each Revolving Credit Loan,
(a) initially, the period commencing on the Drawdown Date of such Loan and
ending on the last day of one of the periods set forth below, as selected by
the Borrower in a Revolving Credit Loan Request (i) for any Base Rate Loan,
the last day of the calendar quarter; and (ii) for any Eurodollar Rate Loan,
1, 2, 3 or 6 months; and (b) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Revolving Credit
Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; PROVIDED that all of the
foregoing provisions relating to Interest Periods are subject to the
following:

(a) if any Interest Period with respect to a Eurodollar Rate Loan
would otherwise end on a day that is not a Eurodollar Business Day, that
Interest Period shall be extended to the next succeeding Eurodollar
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Eurodollar Business Day;

(b) if any Interest Period with respect to a Base Rate Loan would end
on a day that is not a Business Day, that Interest Period shall end on the
next succeeding Business Day;

(c) if the Borrower shall fail to give notice as provided in Section
2.7, the Borrower shall be deemed to have requested a conversion of the
affected Eurodollar Rate Loan to a Base Rate Loan and the continuance of
all Base Rate Loans as Base Rate Loans on the last day of the then current
Interest Period with respect thereto;

(d) any Interest Period relating to any Eurodollar Rate Loan that
begins on the last Eurodollar Business Day of a calendar month (or on a day
for which there is no

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numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Eurodollar Business Day of a
calendar month; and

(e) any Interest Period relating to any Eurodollar Rate Loan that
would otherwise extend beyond the Revolving Credit Loan Maturity Date shall
end on the Revolving Credit Loan Maturity Date.

INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of,
or for loans, advances, capital contributions or transfers of property to, or
in respect of any guaranties (or other commitments described under
Indebtedness) or obligations of any Person (other than in respect of accounts
receivable arising in the ordinary course of business). In determining the
aggregate amount of Investments outstanding at any particular time: (a) the
amount of any Investment represented by a guaranty shall be taken at not less
than the principal amount of the obligations guaranteed and still outstanding
(after giving effect to any limit on the amount of such guaranty); (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is
paid; (c) there shall be deducted in respect of each such Investment any
amount received as a return of capital (but only by repurchase, redemption,
retirement, repayment, liquidating dividend or liquidating distribution); (d)
there shall not be deducted in respect of any Investment any amounts received
as earnings on such Investment, whether as dividends, interest or otherwise,
except that accrued interest included as provided in the foregoing clause (b)
may be deducted when paid; and (e) there shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof.

LETTER OF CREDIT. See Section 5.1.1.

LETTER OF CREDIT APPLICATION. See Section 5.1.1.

LETTER OF CREDIT FEE. See Section 5.6.

LETTER OF CREDIT PARTICIPATION. See Section 5.1.4.

LEVERAGE RATIO. As at the end of any fiscal quarter of the Borrower,
the ratio of (a) Consolidated Funded Indebtedness at such date to (b)
Consolidated EBITDA for the period of the four (4) consecutive fiscal
quarters then ending.

LOAN DOCUMENTS. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit and the Security Documents.

LOANS. The Revolving Credit Loans.

MAINTENANCE CAPITAL EXPENDITURES. All Capital Expenditures other than
Improvement Capital Expenditures, New Site Capital Expenditures and
Remodeling Capital Expenditures.

MAJORITY BANKS. As of any date, any combination of Banks, excluding
Delinquent Banks, whose aggregate Revolving Credit Commitments constitute at
least fifty-one percent (51%) of the Total Revolving Credit Commitment
(excluding the Revolving Credit Commitments of such Delinquent Banks) or, if
the Total Revolving Credit Commitment has been terminated, any combination of
Banks, excluding Delinquent Banks, holding at least fifty-one percent (51%)
of the outstanding principal amount of the Notes on such date (excluding
amounts outstanding on the Notes payable to such Delinquent Banks).

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MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as
such aggregate amount may be reduced from time to time pursuant to the terms
of the Letters of Credit.

MERGER. The merger of PAC with and into the Borrower, with the Borrower
to be the surviving partnership of such merger, pursuant to the Merger
Agreement.

MERGER AGREEMENT. The Second Amended and Restated Agreement and Plan of
Merger, dated as of September 11, 1997, among TRC, PAC and the Borrower, in
the form delivered to the Agent prior to the Closing Date.

MORTGAGED PROPERTY. Any Real Estate which is subject to a mortgage.

MORTGAGES. The several mortgages and deeds of trust, dated or to be
dated on or prior to the Closing Date, and each of the mortgages and deeds of
trust which may be delivered after the Closing Date in accordance with
Section 9.13, from the Borrower or, as the case may be, its Subsidiaries, to
the Agent with respect to the interests of the Borrower and its Subsidiaries
in the Real Estate and in form and substance satisfactory to the Agent.

MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate.

NET CASH PROCEEDS. The cash proceeds received from the issuance of
equity after the Closing Date, net of all costs of sale, underwriting or
brokerage costs, and (so long as no Default or Event of Default shall have
occurred and be continuing) taxes paid or payable as a result thereof by any
of the Guarantors, the Borrower or any of their Subsidiaries.

NEW SITE CAPITAL EXPENDITURES. Capital Expenditures relating to the
construction or acquisition of new operating units of the Borrower and its
Subsidiaries after the Closing Date.

NOTE(S). The Revolving Credit Notes and the Collateral Notes.

OBLIGATIONS. All indebtedness, obligations and liabilities of any of
the Borrower and its Subsidiaries to any of the Banks and the Agent,
individually or collectively, existing on the date of this Credit Agreement
or arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred (i) under this Credit Agreement or any of the other Loan Documents,
(ii) in respect of any of the Loans made or Reimbursement Obligations
incurred or any of the Notes, Letter of Credit Applications, Letters of
Credit or other instruments at any time evidencing any thereof or (iii) in
respect of any foreign exchange or derivative arrangements entered into among
the Borrower and the Agent or any Bank.

OUTSTANDING. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

PAC. ▇▇▇▇▇▇▇ Acquisition Corp., a Delaware corporation.

PARTNERSHIP DOCUMENTS. The limited partnership agreement of the
Borrower, including all exhibits to such agreement and the certificate of
limited partnership of the Borrower.

PBGC. The Pension Benefit Guaranty Corporation created by Section 4002
of ERISA and any successor entity or entities having similar responsibilities.

▇▇▇▇▇▇▇ GROUP. The Guarantors, the Borrower, and the Borrower's
Subsidiaries.

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PERMITTED ACQUISITION. See Section 10.5(c) hereof.

PERMITTED LIENS. Liens, security interests and other encumbrances
permitted by Section 10.2.

PERSON. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

PMC. As defined in the preamble hereto.

PRI. As defined in the preamble hereto.

PRO FORMA BASIS. In connection with any proposed Permitted Acquisition,
the calculation of compliance with the financial covenants described in
Section 10.5(c) hereof by the Borrower and its Subsidiaries (including the
Person to be acquired) with reference to the audited historical financial
results, if available, or such other management reports as approved by the
Agent, of such Person and the Borrower and its Subsidiaries for the
applicable Test Period after giving effect on a PRO FORMA basis to such
Permitted Acquisition in the manner described in (a), (b) and (c) below; and,
following a Permitted Acquisition, the calculation of compliance with the
covenants set forth in Section 11 for the fiscal quarter in which such
Permitted Acquisition occurred and each of the three fiscal quarters
immediately following such Permitted Acquisition with reference to the
audited historical financial results, if available, or such other management
reports as approved by the Agent of the Person so acquired and the Borrower
and its Subsidiaries for the applicable Test Period after giving effect on a
PRO FORMA basis to such Permitted Acquisition in the manner described in (a),
(b) and (c) below:

(a) all Indebtedness (whether under this Credit Agreement or
otherwise) and any other balance sheet adjustments incurred or made in
connection with the Permitted Acquisition shall be deemed to have been
incurred or made on the first day of the Test Period, and all Indebtedness
of the Person acquired or to be acquired in such Permitted Acquisition
which was or will have been repaid in connection with the consummation of
the Permitted Acquisition shall be deemed to have been repaid on the first
day of the Test Period;

(b) all Indebtedness assumed to have been incurred pursuant to the
preceding clause (a) shall be deemed to have borne interest at the (i) the
arithmetic mean of (A) the Eurodollar Rate for Eurodollar Rate Loans having
an Interest Period of one month in effect on the first day of the Test
Period and (B) the Eurodollar Rate for Eurodollar Rate Loans having an
Interest Period of one month in effect on the last day of the Test Period
PLUS (ii) the Applicable Margin with respect to Revolving Credit Loans
which are Eurodollar Rate Loans then in effect (after giving effect to the
Permitted Acquisition on a PRO FORMA Basis); and

(c) other reasonable cost savings, expenses and other income
statement or operating statement adjustments which are attributable to the
change in ownership and/or management resulting from such Permitted
Acquisition as may be approved by the Agent in writing (which approval
shall not be unreasonably withheld) shall be deemed to have been realized
on the first day of the Test Period.

RCRA. See Section 8.18(a).

REAL ESTATE. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

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RECORD. The grid attached to a Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any
Bank with respect to any Loan referred to in such Note.

REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse BKB on
account of any drawing under any Letter of Credit as provided in Section 5.2.

REMODELING CAPITAL EXPENDITURES. Capital Expenditures relating to the
remodeling of existing operating and manufacturing units of the Borrower and
its Subsidiaries, as described in the projections delivered pursuant to
Section 8.4.2.

REPLACEMENT BANK. See Section 6.12 hereof.

REPURCHASE. Collectively, (i) the purchase by the Borrower of the
limited partnership interests of the Borrower owned by the public unit
holders thereof, as described in the Repurchase Documents and (ii) the
refinancing of certain existing Indebtedness of the Borrower, as described in
the Preliminary Offering Memorandum relating to the Senior Notes, dated
December 3, 1997.

REPURCHASE DOCUMENTS. The ▇▇▇▇▇▇▇ Family Restaurants, L.P. Proxy
Statement, dated November 28, 1997, in the form delivered to the Agent prior
to the Closing Date.

REVOLVING CREDIT COMMITMENT. With respect to each Bank, the amount set
forth on SCHEDULE 1 hereto as the amount of such Bank's commitment to make
Revolving Credit Loans to the Borrower, as the same may be reduced from time
to time; or if such commitment is terminated pursuant to the provisions
hereof, zero.

REVOLVING CREDIT COMMITMENT PERCENTAGE. With respect to each Bank, the
percentage set forth on SCHEDULE 1 hereto as such Bank's percentage of the
aggregate Revolving Credit Commitments of all of the Banks.

REVOLVING CREDIT LOAN MATURITY DATE. January 1, 2003.

REVOLVING CREDIT LOAN REQUEST. See Section 2.6.

REVOLVING CREDIT LOANS. Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to Section 2.

REVOLVING CREDIT NOTE RECORD. A Record with respect to a Revolving
Credit Note.

REVOLVING CREDIT NOTE(S). See Section 2.4.

▇▇▇▇. See Section 8.18(a).

SECTION 20 SUBSIDIARY. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

SECURITIES PLEDGE AGREEMENT. The Securities Pledge Agreement, dated as
of the date hereof, among TRC, PRI, PMC and the Agent, in form and substance
satisfactory to the Banks and the Agent.

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SECURITY AGREEMENTS. Collectively, (i) the Security Agreement, dated as
of the date hereof, between the Borrower and the Agent and (ii) the Security
Agreement, dated as of the date hereof, between PFC and the Agent, in each
case, in form and substance satisfactory to the Banks and the Agent.

SECURITY DOCUMENTS. The Guaranty, the Security Agreements, the
Mortgages, the Trademark Security Agreement, the Securities Pledge Agreement,
the Stock Pledge Agreement, and all other instruments and documents,
including, without limitation, Uniform Commercial Code financing statements,
required to be executed or delivered pursuant to any Security Document.

SENIOR INDENTURE. The Indenture, dated as of December 22, 1997, between
the Borrower and State Street Bank and Trust Company of Connecticut, N.A., as
trustee, relating to the Senior Notes, on substantially the terms as
described in the Preliminary Offering Memorandum relating to the Senior
Notes, dated December 3, 1997, and otherwise in the form which shall have
been delivered to, and approved by, the Agent.

SENIOR NOTES. The 10.125% unsecured Senior Notes due 2007, of the
Borrower, issued pursuant to the Senior Indenture in an aggregate principal
amount not to exceed $130,000,000, on substantially the terms as described in
the Preliminary Offering Memorandum relating thereto, dated December 3, 1997.

STOCK PLEDGE AGREEMENT. The Stock Pledge Agreement, dated as of the
date hereof, between the Borrower and the Agent, in form and substance
satisfactory to the Banks and the Agent.

SUBSIDIARY. Any corporation, partnership, association, trust, or other
business entity of which the designated parent shall at any time own directly
or indirectly through a Subsidiary or Subsidiaries at least a majority (by
number of votes) of the outstanding Voting Stock.

SUBSTITUTED BANK. See Section 6.12 hereof.

SYNDICATION AGENT. As defined in the preamble hereto.

TAX DISTRIBUTIONS. For any period, Distributions made by the Borrower
to the holders of its Equity Interests in an amount equal to the tax
liability of such Persons resulting from their ownership of the Equity
Interests of the Borrower.

TEST PERIOD. (a) In connection with the calculation of financial
covenant compliance on a Pro Forma Basis as required by Section 10.5(c)(v)
with respect to any proposed Permitted Acquisition, the period of four fiscal
quarters most recently ended prior to such Permitted Acquisition for which
financial information is available, and (b) in connection with the
calculation of the covenants set forth in Section 11 hereof following any
Permitted Acquisition, the period of all fiscal quarters (and any portion of
a fiscal quarter) prior to the date of such Permitted Acquisition included in
the calculation of such financial covenant.

TITLE INSURANCE COMPANY. Old Republic National Title Insurance Company.

TITLE POLICY. In relation to each Mortgaged Property, an ALTA standard
form title insurance policy issued by the Title Insurance Company (with such
reinsurance or co-insurance as the Agent may require, any such reinsurance to
be with direct access endorsements) in such amount as may be determined by
the Agent insuring the priority of the Mortgage of such Mortgaged Property
and that the Borrower or one of its Subsidiaries holds marketable fee simple
title to such Mortgaged Property, subject only to the encumbrances permitted
by such Mortgage and which shall not contain exceptions for mechanics liens
or persons in occupancy,

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shall not insure over any matter except to the extent that any such
affirmative insurance is acceptable to the Agent in its sole discretion, and
shall contain such endorsements and affirmative insurance as the Agent in its
discretion may require, including but not limited to (i) comprehensive
endorsement, (ii) variable rate of interest endorsement, (iii) usury
endorsement, (iv) revolving credit endorsement, and (v) doing business
endorsement.

TOTAL REVOLVING CREDIT COMMITMENT. The sum of the Revolving Credit
Commitments of the Banks, as in effect from time to time.

TRADEMARK SECURITY AGREEMENT. The Trademark Security Agreement, dated
as of the date hereof, between the Borrower and the Agent, in form and
substance satisfactory to the Banks and the Agent.

TRC. As defined in the preamble hereto.

TYPE. As to any Revolving Credit Loan, its nature as a Base Rate Loan
or a Eurodollar Rate Loan.

UNIFORM CUSTOMS. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto
adopted by BKB in the ordinary course of its business as a letter of credit
issuer and in effect at the time of issuance of such Letter of Credit.

UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for which
the Borrower does not reimburse BKB on the date specified in, and in
accordance with, Section 5.2.

VOTING STOCK. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, partnership, association,
trust or other business entity involved, whether or not the right so to vote
exists by reason of the happening of a contingency.

1.2. RULES OF INTERPRETATION.

(a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Credit Agreement.

(b) The singular includes the plural and the plural includes the
singular.

(d) A reference to any Person includes its permitted successors and
permitted assigns.

(e) Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a
consistent basis by the accounting entity to which they refer.

(f) The words "include", "includes" and "including" are not limiting.

(g) All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform
Commercial Code as in effect in the

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Commonwealth of Massachusetts, have the meanings assigned to them therein,
with the term "instrument" being that defined under Article 9 of the
Uniform Commercial Code.

(h) Reference to a particular "Section " refers to that section of
this Credit Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of like
import shall refer to this Credit Agreement as a whole and not to any
particular section or subdivision of this Credit Agreement.

2. THE REVOLVING CREDIT FACILITY.

2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each of the Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Revolving Credit Loan Maturity Date upon
notice by the Borrower to the Agent given in accordance with Section 2.6,
such sums as are requested by the Borrower up to a maximum aggregate amount
Outstanding (after giving effect to all amounts requested) at any one time
equal to such Bank's Revolving Credit Commitment PROVIDED the Outstanding
amount of the Revolving Credit Loans (after giving effect to all amounts
requested), PLUS the Maximum Drawing Amount, PLUS all Unpaid Reimbursement
Obligations shall not at any time exceed the Total Revolving Credit
Commitment. The Revolving Credit Loans shall be made PRO RATA in accordance
with each Bank's Revolving Credit Commitment Percentage. Each request for a
Revolving Credit Loan hereunder shall constitute a representation and
warranty by the Borrower that the conditions set forth in Section 12 and
Section 13, in the case of the initial Revolving Credit Loans to be made on
the Closing Date, and Section 13, in the case of all other Revolving Credit
Loans, have been satisfied on the date of such request.

2.2. COMMITMENT FEE. The Borrower agrees to pay to the Agent for the
accounts of the Banks in accordance with their respective Revolving Credit
Commitment Percentages a commitment fee at an annual rate equal to one-half
of one percent (0.50%) on the average daily amount during each calendar
quarter or portion thereof from the Closing Date to the Revolving Credit Loan
Maturity Date by which the Total Revolving Credit Commitment exceeds the SUM
of (a) the Outstanding amount of Revolving Credit Loans PLUS (b) the Maximum
Drawing Amount, PLUS (c) all Unpaid Reimbursement Obligations during such
calendar quarter. The commitment fee shall be payable quarterly in arrears
on the last day of each calendar quarter for the calendar quarter then
ending, commencing on March 31, 1998, with a final payment on the Revolving
Credit Loan Maturity Date or any earlier date on which the Revolving Credit
Commitments shall terminate.

2.3. REDUCTION OF TOTAL REVOLVING CREDIT COMMITMENT. Subject to Section
6.10, the Borrower shall have the right at any time and from time to time
upon five (5) Business Days prior written notice to the Agent to reduce by
$1,000,000 or integral multiples of $250,000 in excess thereof, or terminate
entirely the Total Revolving Credit Commitment, whereupon the Revolving
Credit Commitments of the Banks shall be reduced PRO RATA in accordance with
their respective Revolving Credit Commitment Percentages of the amount
specified in such notice or, as the case may be, terminated. Promptly after
receiving any notice of the Borrower delivered pursuant to this Section 2.3,
the Agent will notify the Banks of the substance thereof. Upon the effective
date of any such reduction or termination, the Borrower shall pay to the
Agent for the respective accounts of the Banks, in accordance with their
Revolving Credit Commitment Percentages, the full amount of any commitment
fee then accrued on the amount of the reduction. No reduction or termination
of the Revolving Credit Commitments may be reinstated.

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2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of EXHIBIT A hereto (each a "Revolving Credit Note"), dated as of the Closing
Date and completed with appropriate insertions. One Revolving Credit Note shall
be payable to the order of each Bank in a principal amount equal to such Bank's
Revolving Credit Commitment or, if less, the Outstanding amount of all Revolving
Credit Loans made by such Bank, plus interest accrued thereon, as set forth
below. The Borrower irrevocably authorizes each Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or
at the time of receipt of any payment of principal on such Bank's Revolving
Credit Note, an appropriate notation on such Bank's Revolving Credit Note Record
reflecting the making of such Revolving Credit Loan or (as the case may be) the
receipt of such payment. The Outstanding amount of the Revolving Credit Loans
set forth on such Bank's Revolving Credit Note Record shall be PRIMA FACIE
evidence of the principal amount thereof owing and unpaid to such Bank, but the
failure to record, or any error in so recording, any such amount on such Bank's
Revolving Credit Note Record shall not limit or otherwise affect the obligations
of the Borrower hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided
in Section 6.11,

(a) Each Revolving Credit Loan that is a Base Rate Loan shall bear
interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at an
annual rate equal to the sum of (i) the Base Rate PLUS (ii) the Applicable
Margin with respect to Revolving Credit Loans which are Base Rate Loans, as
in effect from time to time while such Base Rate Loan is Outstanding.

(b) Each Revolving Credit Loan that is a Eurodollar Rate Loan shall
bear interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at an
annual rate equal to the sum of (i) the Eurodollar Rate PLUS (ii) the
Applicable Margin with respect to Revolving Credit Loans which are
Eurodollar Rate Loans, as in effect from time to time while such Eurodollar
Rate Loan is Outstanding.

(c) The Borrower promises to pay interest on each Revolving Credit
Loan in arrears on each Interest Payment Date with respect thereto,
commencing, with respect to Base Rate Loans, on March 31, 1998.

2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to
the Agent written notice in the form of EXHIBIT B hereto (or telephonic
notice confirmed in a writing in the form of EXHIBIT B hereto) of each
Revolving Credit Loan requested hereunder (a "Revolving Credit Loan Request")
(a) prior to 12:00 Noon (Boston time) on the proposed Drawdown Date of any
Base Rate Loan and (b) prior to 12:00 Noon (Boston time) on the second
Eurodollar Business Day prior to the proposed Drawdown Date of any Eurodollar
Rate Loan. Each such notice shall specify (w) the principal amount of the
Revolving Credit Loan requested, (x) the proposed Drawdown Date of such
Revolving Credit Loan, (y) if a Eurodollar Rate Loan, the Interest Period for
such Revolving Credit Loan and (z) the Type of such Revolving Credit Loan.
Upon receipt of any such notice, the Agent shall promptly notify each of the
Banks thereof. Each Revolving Credit Loan Request shall be irrevocable and
binding on the Borrower and shall obligate the Borrower to accept the
Revolving Credit Loan requested from the Banks on the proposed Drawdown Date.
Each Revolving Credit Loan Request shall be in a minimum aggregate amount of
$250,000 or an integral multiple thereof.

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2.7. CONVERSION OPTIONS.

2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
The Borrower may elect from time to time to convert any Outstanding
Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED
that (a) with respect to any such conversion of a Revolving Credit Loan to
a Base Rate Loan, the Borrower shall give the Agent at least one (1)
Business Day prior written notice of such election; (b) with respect to any
such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower
shall give the Agent at least two (2) Eurodollar Business Days prior
written notice of such election; (c) with respect to any such conversion of
a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be
made on the last day of the Interest Period with respect thereto and (d) no
Loan may be converted into a Eurodollar Rate Loan when any Default or Event
of Default has occurred and is continuing. On the date on which such
conversion is being made each Bank shall take such action as is necessary
to transfer its Revolving Credit Commitment Percentage of such Revolving
Credit Loans to its Domestic Lending Office or its Eurodollar Lending
Office, as the case may be. All or any part of Outstanding Revolving
Credit Loans of any Type may be converted into a Revolving Credit Loan of
another Type as provided herein, PROVIDED that any partial conversion shall
be in an aggregate principal amount of $500,000 or a whole multiple of
$250,000 in excess thereof. Each Conversion Request relating to the
conversion of a Revolving Credit Loan to a Eurodollar Rate Loan shall be
irrevocable by the Borrower.

2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN.
Any Revolving Credit Loan of any Type may be continued as a Revolving
Credit Loan of the same Type upon the expiration of an Interest Period with
respect thereto by compliance by the Borrower with the notice provisions
contained in Section 2.7.1; PROVIDED that no Eurodollar Rate Loan may be
continued as such when any Default or Event of Default has occurred and is
continuing, but shall be automatically converted to a Base Rate Loan on the
last day of the first Interest Period relating thereto ending during the
continuance of any Default or Event of Default of which officers of the
Agent active upon the Borrower's account have actual knowledge. In the
event that the Borrower fails to provide any such notice with respect to
the continuation of any Eurodollar Rate Loan as such, then such Eurodollar
Rate Loan shall be automatically converted to a Base Rate Loan on the last
day of the first Interest Period relating thereto. The Agent shall notify
the Banks promptly when any such automatic conversion contemplated by this
Section 2.7.2 is scheduled to occur.

2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from Revolving
Credit Loans that are Eurodollar Rate Loans shall be in such amounts and be
made pursuant to such elections so that, after giving effect thereto, the
aggregate principal amount of all Revolving Credit Loans that are
Eurodollar Rate Loans having the same Interest Period shall not be less
than $500,000 or a whole multiple of $250,000 in excess thereof. At no
time shall there be more than four (4) Revolving Credit Loans that are
Eurodollar Rate Loans having different Interest Periods.

2.8. FUNDS FOR REVOLVING CREDIT LOANS.

2.8.1. FUNDING PROCEDURES. Not later than 2:00 p.m. (Boston time)
on the proposed Drawdown Date of any Revolving Credit Loans, each of the
Banks will make available to the Agent, at the Agent's Head Office, in
immediately available funds, the amount of such Bank's Revolving Credit
Commitment Percentage of the amount of the requested Revolving Credit
Loans. Upon receipt from each Bank of such amount, and upon receipt of the
documents required by Sections 12 and 13 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent will make
available to the Borrower the aggregate amount of such Revolving Credit
Loans made available to

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the Agent by the Banks. The failure or refusal of any Bank to make
available to the Agent at the aforesaid time and place on any Drawdown
Date the amount of its Revolving Credit Commitment Percentage of the
requested Revolving Credit Loans shall not relieve any other Bank
from its several obligation hereunder to make available to the Agent the
amount of such other Bank's Revolving Credit Commitment Percentage of any
requested Revolving Credit Loans.

2.8.2. ADVANCES BY AGENT. The Agent may, unless notified to the
contrary by any Bank prior to a Drawdown Date, assume that such Bank has
made available to the Agent on such Drawdown Date the amount of such Bank's
Revolving Credit Commitment Percentage of the Revolving Credit Loans to be
made on such Drawdown Date, and the Agent may (but it shall not be required
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If any Bank makes available to the Agent such amount
on a date after such Drawdown Date, such Bank shall pay to the Agent on
demand an amount equal to the product of (a) the average computed for the
period referred to in clause (c) below, of the weighted average interest
rate paid by the Agent for federal funds acquired by the Agent during each
day included in such period, TIMES (b) the amount of such Bank's Revolving
Credit Commitment Percentage of such Revolving Credit Loans, TIMES (c) a
fraction, the numerator of which is the number of days that elapse from and
including such Drawdown Date to the date on which the amount of such Bank's
Revolving Credit Commitment Percentage of such Revolving Credit Loans shall
become immediately available to the Agent, and the denominator of which
is 360. A statement of the Agent submitted to such Bank with respect to any
amounts owing under this paragraph shall be PRIMA FACIE evidence of the
amount due and owing to the Agent by such Bank. If the amount of such
Bank's Revolving Credit Commitment Percentage of such Revolving Credit
Loans is not made available to the Agent by such Bank within three (3)
Business Days following such Drawdown Date, the Agent shall be entitled to
recover such amount from the Borrower on demand, with interest thereon at
the rate per annum applicable to the Revolving Credit Loans made on such
Drawdown Date.

3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

3.1. MATURITY. The Borrower promises to pay on the Revolving Credit Loan
Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
Outstanding on such date, together with any and all accrued and unpaid
interest thereon.

3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time the
sum of the Outstanding amount of the Revolving Credit Loans, PLUS the Maximum
Drawing Amount, PLUS all Unpaid Reimbursement Obligations exceeds the Total
Revolving Credit Commitment, then the Borrower shall immediately pay the
amount of such excess to the Agent for the respective accounts of the Banks
for application to the Revolving Credit Loans. Each prepayment of Revolving
Credit Loans shall be allocated among the Banks, in proportion, as nearly as
practicable, to the respective unpaid principal amount of each Bank's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior payments or repayments not exactly in proportion. Each prepayment
pursuant to this Section 3.2 shall be made in accordance with the provisions
of Section 6.10.

3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. Subject to Section
6.10, the Borrower shall have the right, at its election, to repay the
Outstanding amount of the Revolving Credit Loans, as a whole or in part, at
any time without penalty or premium. The Borrower shall give the Agent, no
later than 12:00 Noon, Boston time, on the date of any proposed prepayment
prior written notice (or telephonic notice confirmed in writing) of any
proposed prepayment pursuant to this Section 3.3 of Base Rate Loans, and no
later than 12:00 Noon, Boston

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time, two (2) Eurodollar Business Days prior to the date of any proposed
repayment, prior written notice (or telephonic notice confirmed in writing)
of any proposed prepayment pursuant to this Section 3.3 of Eurodollar Rate
Loans, in each case specifying the proposed date of prepayment of Revolving
Credit Loans and the principal amount to be prepaid. Each such partial
prepayment of the Revolving Credit Loans shall be in a minimum amount of
$250,000 or an integral multiple thereof and shall be applied, in the absence
of instruction by the Borrower, first to the principal of Base Rate Loans and
then to the principal of Eurodollar Rate Loans. Each partial prepayment
shall be allocated among the Banks, in proportion, as nearly as practicable,
to the respective unpaid principal amount of each Bank's Revolving Credit
Note, with adjustments to the extent practicable to equalize any prior
repayments not exactly in proportion.

4. [INTENTIONALLY OMITTED].

5. LETTERS OF CREDIT.

5.1. LETTER OF CREDIT COMMITMENT.

5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms and
conditions hereof and the execution and delivery by the Borrower of a
letter of credit application on BKB's customary form (a "Letter of Credit
Application"), BKB on behalf of the Banks and in reliance upon the
agreement of the Banks set forth in Section 5.1.4 and upon the
representations and warranties of the Borrower contained herein, agrees,
in its individual capacity, to issue, extend and renew for the account of
the Borrower one or more standby letters of credit (individually, a
"Letter of Credit"), in such form as may be requested from time to time by
the Borrower and agreed to by BKB; PROVIDED, HOWEVER, that, after giving
effect to such request, (a) the sum of the aggregate Maximum Drawing Amount
and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at any
one time and (b) the sum of the aggregate Maximum Drawing Amount and all
Unpaid Reimbursement Obligations PLUS the Outstanding amount of the
Revolving Credit Loans shall not, at any time, exceed the Total Revolving
Credit Commitment. The letters of credit issued by BKB under the Existing
Credit Agreement, a list of which is attached hereto as SCHEDULE 5.1.1,
shall be Letters of Credit under this Credit Agreement.

5.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
Application shall be completed to the satisfaction of BKB. In the event
that any provision of any Letter of Credit Application shall be
inconsistent with any provision of this Credit Agreement, then the
provisions of this Credit Agreement shall, to the extent of any such
inconsistency, govern.

5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit issued,
extended or renewed hereunder shall, among other things, (a) provide for
the payment of sight drafts for honor thereunder when presented in
accordance with the terms thereof and when accompanied by the documents
described therein, and (b) have an expiry date no later than the date which
is fourteen (14) days (or, if the Letter of Credit is confirmed by a
confirmer or otherwise provides for one or more nominated persons,
forty-five (45) days) prior to the Revolving Credit Loan Maturity Date.
Each Letter of Credit so issued, extended or renewed shall be subject to
the Uniform Customs.

5.1.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each Bank severally agrees
that it shall be absolutely liable, without regard to the occurrence of any
Default or Event of Default or any other condition precedent whatsoever, to
the extent of such Bank's Revolving Credit Commitment Percentage, to
reimburse BKB on demand for the amount of each draft paid by BKB under each
Letter of Credit to the extent that such

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amount is not reimbursed by the Borrower pursuant to Section 5.2 (such
agreement for a Bank being called herein the "Letter of Credit
Participation" of such Bank).

5.1.5. PARTICIPATIONS OF BANKS. Each such payment made by a Bank shall
be treated as the purchase by such Bank of participating interest in the
Borrower's Reimbursement Obligation under Section 5.2 in an amount equal to
such payment. Each Bank shall share in accordance with its participating
interest in any interest which accrues pursuant to Section 5.2.

5.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce BKB to
issue, extend and renew each Letter of Credit the Borrower hereby agrees to
reimburse or pay to BKB, with respect to each Letter of Credit issued,
extended or renewed by BKB hereunder,

(a) on each date that any draft presented under such Letter of Credit
is honored by BKB, or BKB otherwise makes a payment with respect thereto,
(i) the amount paid by BKB under or with respect to such Letter of Credit,
and (ii) the amount of any taxes, fees, charges or other costs and expenses
whatsoever incurred by BKB in connection with any payment made by BKB
under, or with respect to, such Letter of Credit,

(b) upon the reduction (but not termination) of the Total Revolving
Credit Commitment to an amount less than the Maximum Drawing Amount, an
amount equal to such difference, which amount shall be held by BKB for the
benefit of the Banks (including BKB) as cash collateral for all
Reimbursement Obligations, and

(c) upon the acceleration of the Reimbursement Obligations with
respect to all Letters of Credit in accordance with Section 14, an amount
equal to the then Maximum Drawing Amount on all Letters of Credit, which
amount shall be held by BKB as cash collateral for all Reimbursement
Obligations.

Each such payment shall be made to BKB at the Agent's Head Office in
immediately available funds. Interest on any and all amounts remaining
unpaid by the Borrower under this Section 5.2 at any time from the date such
amounts become due and payable (whether as stated in this Section 5.2, by
acceleration or otherwise) until payment in full (whether before or after
judgment) shall be payable to BKB on demand at the rate specified in Section
6.11 for overdue principal on the Loans.

5.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, BKB shall notify
the Borrower of the date and amount of the draft presented or demand for
payment and of the date and time when it expects to pay such draft or honor
such demand for payment. If the Borrower fails to reimburse BKB as provided
in Section 5.2 on or before the date that such draft is paid or other payment
is made by BKB, BKB may at any time thereafter notify the Banks of the amount
of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston
time) on the Business Day next following the receipt of such notice, each
Bank shall make available to BKB, at the Agent's Head Office, in immediately
available funds, such Bank's Revolving Credit Commitment Percentage of such
Unpaid Reimbursement Obligation, together with an amount equal to the product
of (i) the average, computed for the period referred to in clause (iii)
below, of the weighted average interest rate paid by BKB for federal funds
acquired by BKB during each day included in such period, TIMES (ii) the
amount equal to such Bank's Revolving Credit Commitment Percentage of such
Unpaid Reimbursement Obligation, TIMES (iii) a fraction, the numerator of
which is the number of days that elapse from and including the date BKB paid
the draft presented for honor or otherwise made payment to the date on which
such Bank's Revolving Credit Commitment Percentage of such Unpaid
Reimbursement obligation shall become immediately available to BKB, and the
denominator of which is 360. The responsibility of BKB to the Borrower and
the Banks shall be only to determine that the documents (including

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each draft) delivered under each Letter of Credit in connection with such
presentment shall be in conformity in all material respects with such Letter
of Credit.

5.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this
Section 5 shall be absolute and unconditional under any and all circumstances
and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to
payment which the Borrower may have or have had against BKB, any other Bank
or any beneficiary of a Letter of Credit, other than claims arising due to
the gross negligence or willful misconduct of BKB. The Borrower further
agrees with BKB and the Banks that neither BKB nor any Bank shall be
responsible for, and the Borrower's Reimbursement Obligations under
Section 5.2 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such
documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financing institution or other
party to which any Letter of Credit may be transferred or any claims or
defenses whatsoever of the Borrower against the beneficiary of any Letter of
Credit or any such transferee. BKB and the Banks shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with any Letter
of Credit, other than any of the foregoing resulting from the gross
negligence or willful misconduct of BKB. The Borrower agrees that any action
taken or omitted by BKB or any Bank under or in connection with each Letter
of Credit and the related drafts and documents, if done in good faith and
without gross negligence, shall be binding upon the Borrower and shall not
result in any liability on the part of BKB or any Bank to the Borrower.

5.5. RELIANCE BY ISSUER. To the extent not inconsistent with
Section 5.4, BKB shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel,
independent accountants and other experts selected by BKB. BKB shall be
fully justified in failing or refusing to take any action under this Credit
Agreement unless it shall first have received such advice or concurrence of
the Majority Banks as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. BKB shall in all cases be fully
protected in acting, or in refraining from acting, under this Credit
Agreement in accordance with a request of the Majority Banks, and such
request and any action taken or failure to act pursuant thereto shall be
binding upon the Banks and all future holders of the Revolving Credit Notes
or of a Letter of Credit Participation.

5.6. LETTER OF CREDIT FEE. With respect to each Letter of Credit issued
hereunder, the Borrower shall pay to the Agent a fee (the "Letter of Credit
Fee") for each Letter of Credit issued or renewed by BKB at a rate per annum
equal to the Applicable Margin with respect to Revolving Credit Loans which
are Eurodollar Rate Loans in effect from time to time, on the Maximum Drawing
Amount of such Letter of Credit for the period such Letter of Credit is
outstanding. The Agent shall, in turn, remit to each Bank (including BKB)
such Bank's Revolving Credit Commitment Percentage of the Letter of Credit
Fee. In addition, the Borrower will pay BKB, for its own account, a Fronting
Fee (the "Fronting Fee") equal to one-eighth of one percent (0.125%) per
annum on the Maximum Drawing Amount of such Letter of Credit for the period
such Letter of Credit is outstanding. The Letter of Credit Fee and the
Fronting Fee shall be payable quarterly in arrears on the last day of each
calendar quarter for the calendar quarter then ending. In respect of each
Letter of Credit, the Borrower shall also pay to BKB, for its own account, at
such time or times as such charges are customarily made by BKB, BKB's
customary issuance, amendment, negotiation or document examination and other
administrative fees as in effect from time to time.

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6. CERTAIN GENERAL PROVISIONS.

6.1. FEES. The Borrower agrees to pay to the Agent the fees in
accordance with the Fee Letter.

6.2. [Intentionally Omitted].

6.3. FUNDS FOR PAYMENTS.

6.3.1. PAYMENTS TO AGENT. All payments of principal, interest,
Reimbursement Obligations, commitment fees, Letter of Credit Fees and any
other amounts due hereunder or under any of the other Loan Documents shall
be made to the Agent, for the respective accounts of the Banks and the
Agent, at the Agent's Head Office or at such other location in the
Boston, Massachusetts, area that the Agent may from time to time designate,
in each case in immediately available funds.

6.3.2. NO OFFSET, ETC. (a) All payments by the Borrower hereunder and
under any of the other Loan Documents shall be made without setoff or
counterclaim and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof
or taxing or other authority therein unless the Borrower is compelled by
law to make such deduction or withholding. If any such obligation is
imposed upon the Borrower with respect to any amount payable by it
hereunder or under any of the other Loan Documents, the Borrower will pay
to the Agent, for the account of the Banks or (as the case may be) the
Agent, on the date on which such amount is due and payable hereunder or
under such other Loan Document, such additional amount in Dollars as shall
be necessary to enable the Banks or the Agent to receive the same net
amount which the Banks or the Agent would have received on such due date
had no such obligation been imposed upon the Borrower. The Borrower will
deliver promptly to the Agent certificates or other valid vouchers for all
taxes or other charges deducted from or paid with respect to payments made
by the Borrower hereunder or under such other Loan Document.

(b) On or before the date it becomes a party to this Credit Agreement
and from time to time thereafter upon any change in status rendering any
certificate or document previously delivered pursuant to this Section 6.3.2
invalid or inaccurate, each Bank that is organized under the laws of a
jurisdiction outside the United States of America shall (if legally able to
do so) deliver to the Borrower such certificates, documents or other
evidence, as required by the Code or Treasury Regulations issued pursuant
thereto, including Internal Revenue Service Form 1001 or Form 4224 and any
other certificate or statement of exemption required by Treasury Regulation
Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof
or subsequent version thereto, properly completed and duly executed by such
Bank establishing that such payment is (a) not subject to United States of
America Federal withholding tax under the Code because such payment is
effectively connected with conduct by such Bank of a trade or business in
the United States of America or (b) totally exempt from United States of
America Federal withholding tax or, if due to a change in law occurring
after the date such Bank became a party hereto, subject to a reduced rate
of such tax under a provision of an applicable tax treaty. The Borrower
shall not be required to pay any additional amounts to any Bank pursuant to
this Section 6.3.2 to the extent that the obligation to pay such additional
amounts would not have arisen but for a failure by such Bank to comply with
the provisions of the preceding sentence.

-24-

6.4. COMPUTATIONS. All computations of interest on the Loans and of
commitment fees, Letter of Credit Fees or other fees shall, unless otherwise
expressly provided herein, be based on a 360-day year and paid for the actual
number of days elapsed. Except as otherwise provided in the definition of
the term "Interest Period" with respect to Eurodollar Rate Loans, whenever a
payment hereunder or under any of the other Loan Documents becomes due on a
day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue
during such extension. The Outstanding amount of the Loans as reflected on
the Revolving Credit Note Records from time to time shall be considered
correct and binding on the Borrower unless within five (5) Business Days
after receipt of any notice by the Agent or any of the Banks of such
Outstanding amount, the Borrower shall notify the Agent or such Bank to the
contrary.

6.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the
Agent shall determine or be notified by the Majority Banks that adequate and
reasonable methods do not exist for ascertaining the Eurodollar Rate that
would otherwise determine the rate of interest to be applicable to any
Eurodollar Rate Loan during any Interest Period, the Agent shall forthwith
give notice of such determination (which shall be conclusive and binding on
the Borrower and the Banks) to the Borrower and the Banks. In such event (a)
any Revolving Credit Loan Request or Conversion Request with respect to
Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a
request for Base Rate Loans, (b) each Eurodollar Rate Loan will
automatically, on the last day of the then current Interest Period relating
thereto, become a Base Rate Loan, and (c) the obligations of the Banks to
make Eurodollar Rate Loans shall be suspended until the Agent or the Majority
Banks determine that the circumstances giving rise to such suspension no
longer exist, whereupon the Agent or, as the case may be, the Agent upon the
instruction of the Majority Banks, shall so notify the Borrower and the Banks.

6.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the
interpretation or application thereof shall make it unlawful for any Bank to
make or maintain Eurodollar Rate Loans, such Bank shall forthwith give notice
of such circumstances to the Borrower and the other Banks and thereupon (a)
the commitment of such Bank to make Eurodollar Rate Loans or convert Loans of
another Type to Eurodollar Rate Loans shall forthwith be suspended and (b)
such Bank's Loans then Outstanding as Eurodollar Rate Loans, if any, shall be
converted automatically to Base Rate Loans on the last day of each Interest
Period applicable to such Eurodollar Rate Loans or within such earlier period
as may be required by law. The Borrower hereby agrees promptly to pay the
Agent for the account of such Bank, upon demand by such Bank, any additional
amounts necessary to compensate such Bank for any costs incurred by such Bank
in making any conversion in accordance with this Section 6.6, including any
interest or fees payable by such Bank to lenders of funds obtained by it in
order to make or maintain its Eurodollar Rate Loans hereunder. The Borrower
may take the actions permitted by Section 6.12 to replace any Bank requiring
the Borrower to pay additional costs incurred under this Section 6.6.

6.7. ADDITIONAL COSTS, ETC. If any change to any present law or any
future applicable law, which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged
with the administration or the interpretation thereof and requests,
directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Bank or the Agent by any
central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

(a) subject any Bank or the Agent to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature with respect to this
Credit Agreement, the other Loan Documents, any Letters of Credit, such
Bank's Revolving Credit Commitment or

-25-

the Loans (other than taxes based upon or measured by the income or
profits of such Bank or the Agent), or

(b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Bank of the principal of or
the interest on any Loans or any other amounts payable to any Bank or the
Agent under this Credit Agreement or any of the other Loan Documents, or

(c) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Credit Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held
by, or deposits in or for the account of, or loans by, or letters of credit
issued by, or commitments of an office of any Bank, or

(d) impose on any Bank or the Agent any other conditions or
requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit
Commitment or any class of loans, letters of credit or commitments of which
any of the Loans or such Bank's Revolving Credit Commitment forms a part,
and the result of any of the foregoing is

(i) to increase the cost to any Bank of making, funding,
issuing, renewing, extending or maintaining any of the Loans, such
Bank's Revolving Credit Commitment, or any Letter of Credit, or

(ii) to reduce the amount of principal, interest, Reimbursement
Obligation or other amount payable to such Bank or the Agent hereunder
on account of such Bank's Revolving Credit Commitment, any Letter of
Credit or any of the Loans, or

(iii) to require such Bank or the Agent to make any payment or
to forego any interest or Reimbursement Obligation or other sum
payable hereunder, the amount of which payment or foregone interest or
Reimbursement Obligation or other sum is calculated by reference to
the gross amount of any sum receivable or deemed received by such Bank
or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Bank or
(as the case may be) the Agent at any time and from time to time and as often as
the occasion therefor may arise, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum. The Borrower may take the actions permitted by Section
6.12 to replace any Bank requiring the Borrower to pay additional costs incurred
under this Section 6.7.

6.8. CAPITAL ADEQUACY. If after the date hereof any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force
of law) regarding capital requirements for banks or bank holding companies or
any change in the interpretation or application thereof by a court or
governmental authority with appropriate jurisdiction, or (b) compliance by
such Bank or the Agent or any corporation controlling such Bank or the Agent
with any law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) of any such entity regarding capital
adequacy, has the effect of reducing the return on such Bank's or the Agent's
commitment with respect to any Loans to a level below that which such Bank or
the Agent could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's or the Agent's then existing policies
with respect to capital adequacy and assuming full utilization of such
entity's capital) by any amount deemed by such Bank or

-26-

(as the case may be) the Agent to be material, then such Bank or the Agent
may notify the Borrower of such fact. To the extent that the amount of such
reduction in the return on capital is not reflected in the Base Rate, the
Borrower and such Bank shall thereafter attempt to negotiate in good faith,
within thirty (30) days of the day on which the Borrower receives such
notice, an adjustment payable hereunder that will adequately compensate such
Bank in light of these circumstances. If the Borrower and such Bank are
unable to agree to such adjustment within thirty (30) days of the date on
which the Borrower receives such notice, then commencing on the date of such
notice (but not earlier than the effective date of any such increased capital
requirement), the fees payable hereunder shall increase by an amount that
will, in such Bank's reasonable determination, provide adequate compensation;
PROVIDED, HOWEVER, that the Borrower may take the actions permitted by
Section 6.12 to replace such Bank. Each Bank shall allocate such cost
increases among its customers in good faith and on an equitable basis.

6.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 6.7 or 6.8 and a brief explanation of such
amounts which are due, submitted by any Bank or the Agent to the Borrower,
shall be PRIMA FACIE evidence that such amounts are due and owing.

6.10. INDEMNITY. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense (including loss
of anticipated profits) that such Bank may sustain or incur as a consequence
of (a) default by the Borrower in payment of the principal amount of or any
interest on any Eurodollar Rate Loans as and when due and payable, including
any such loss or expense arising from interest or fees payable by such Bank
to lenders of funds obtained by it in order to maintain its Eurodollar Rate
Loans, (b) default by the Borrower in making a borrowing or conversion after
the Borrower has given (or is deemed to have given) a Revolving Credit Loan
Request or a Conversion Request relating thereto in accordance with Section
2.6 or Section 2.7 or (c) the making of any payment of a Eurodollar Rate Loan
or the making of any conversion of any such Loan to a Base Rate Loan on a day
that is not the last day of the applicable Interest Period with respect
thereto, including interest or fees payable by such Bank to lenders of funds
obtained by it in order to maintain any such Loans.

6.11. INTEREST AFTER DEFAULT.

6.11.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue
amounts payable hereunder or under any of the other Loan Documents shall
bear interest compounded monthly and payable on demand at a rate per
annum equal to the Base Rate PLUS the Applicable Margin for Base Rate
Loans then in effect with respect to Revolving Credit Loans, PLUS three
percent (3%) per annum until such amount shall be paid in full (after as
well as before judgment).

6.11.2. AMOUNTS NOT OVERDUE. During the continuance of an Event of
Default the principal of the Loans not overdue shall, until such Event of
Default has been cured or remedied or such Event of Default has been waived
by the Banks pursuant to Section 28, bear interest at a rate per annum
equal to the Base Rate PLUS the Applicable Margin for Base Rate Loans then
in effect with respect to Revolving Credit Loans, PLUS three percent (3%)
per annum.

6.11.3. LETTERS OF CREDIT. The Unpaid Reimbursement Obligations and
(to the extent permitted by law) unpaid interest thereon (as provided in
this sentence) shall bear interest compounded monthly and payable on demand
at a rate per annum equal to the Base Rate PLUS the Applicable Margin for
Base Rate Loans then in effect with respect to Revolving Credit Loans PLUS
three percent (3%) per annum until such amount shall be paid in full (after
as well as before judgment).

-27-

6.12. REPLACEMENT OF INDIVIDUAL BANKS. Upon the occurrence of any of the
events referenced in Section 6.6, Section 6.7 and Section 6.8 giving rise to
the Borrower's rights to replace a Bank, the Borrower may (PROVIDED that at
the time no Default or Event of Default exists or would result after giving
effect to the Borrower's action) require such Bank (the "Substituted Bank")
to assign all of its Loans and its Revolving Credit Commitment (i) to another
Bank hereunder which has committed to purchase such Loans and such Revolving
Credit Commitment pursuant to the provisions of Section 21, (ii) to an
Eligible Assignee approved by the Agent (such approval not to be unreasonably
withheld) which has committed to purchase such Loans and such Revolving
Credit Commitment pursuant to the provisions of Section 21 (such Bank
referred to herein as the "Replacement Bank")

7. COLLATERAL SECURITY AND GUARANTIES.

7.1. SECURITY OF BORROWER. The Obligations shall be secured by a
perfected first priority security interest (subject only to Permitted Liens
entitled to priority under applicable law) in all of the assets of the
Borrower (including, without limitation, accounts and notes receivable,
inventory, equipment, real property, stock of subsidiaries, intangible
property, and intellectual property), whether now owned or hereafter
acquired, pursuant to the terms of the Security Documents to which the
Borrower is a party; PROVIDED that the Borrower shall only be required to
grant a mortgage on its leasehold interests in the Real Estate and on any fee
owned Real Estate located in Florida pursuant to Section 9.13 hereof.

7.2. GUARANTIES AND SECURITY OF SUBSIDIARIES. The Obligations shall be
guaranteed by TRC, PRI, PMC and each wholly-owned Subsidiary of the Borrower
(now existing or hereafter formed or acquired) pursuant to the terms of the
Guaranty, PROVIDED that the guaranties by TRC, PRI and PMC shall be limited
in recourse to the pledge by such Guarantors of the Equity Interests in the
Borrower or the Guarantors owned by such Guarantors. The obligations under
the Guaranty shall be in turn secured by a perfected first priority security
interest (subject only to Permitted Liens entitled to priority under
applicable law) in (a) with respect to TRC, PRI and PMC, the Equity Interests
of the Borrower owned by each such Guarantor and (b) with respect to each
other Guarantor, all of the assets of each such Person (including, without
limitation, accounts and notes receivable, inventory, equipment, real
property, stock of subsidiaries, intangible property, and intellectual
property), whether now owned or hereafter acquired, pursuant to the terms of
the Security Documents to which such Person is a party.

7.3. COLLATERAL NOTES. In addition to the Revolving Credit Notes, the
Borrower agrees that with respect to any of the Real Estate to be mortgaged
by it or any of its Subsidiaries hereunder, it will execute and deliver or
cause such Subsidiary to execute and deliver to the Agent such collateral
notes (the "Collateral Notes") in such form as the Agent and the Borrower may
from time to time agree. The parties hereto hereby agree that (a) the
aggregate amount of the Outstanding Obligations shall not be increased by the
issuance of the Collateral Notes and (b) any payment or recovery on the
Collateral Notes shall be applied to the Obligations pursuant to Section
14.4. All Collateral Notes shall be payable to the order of the Agent, on
demand; PROVIDED that the Agent hereby agrees that it shall not demand
payment on any Collateral Note unless the Obligations shall have become
immediately due and payable pursuant to Section 14.1.

8. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Banks and the Agent as
follows:

8.1. CORPORATE AUTHORITY.

8.1.1. EXISTENCE; GOOD STANDING. Each member of the ▇▇▇▇▇▇▇ Group
(a) is duly organized, validly existing and in good standing under the
laws of its jurisdiction of

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organization, (b) has all requisite power to own its property and conduct
its business as now conducted and as presently contemplated, and (c) is in
good standing as a foreign corporation or partnership, as applicable, and
is duly authorized to do business in each jurisdiction where such
qualification is necessary except where a failure to be so qualified would
not have a materially adverse effect on the business, assets or financial
condition of such Person.

8.1.2. AUTHORIZATION. The execution, delivery and performance of this
Credit Agreement and the other Loan Documents to which any member of the
▇▇▇▇▇▇▇ Group is or is to become a party and the transactions contemplated
hereby and thereby and the Repurchase (a) are within the corporate or
partnership authority (as applicable) of such Person, (b) have been duly
authorized by all necessary corporate or partnership proceedings (as
applicable), (c) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
such Person is subject or any judgment, order, writ, injunction, license or
permit applicable to such Person and (d) do not conflict with any provision
of the corporate charter or bylaws of, or of the certificate of limited
partnership or partnership agreement of, or any agreement or other
instrument binding upon, such Person.

8.1.3. ENFORCEABILITY. The execution and delivery of this Credit
Agreement and the other Loan Documents to which any member of the ▇▇▇▇▇▇▇
Group is or is to become a party will result in valid and legally binding
obligations of such Person enforceable against it in accordance with the
respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement
of creditors' rights and except to the extent that availability of the
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

8.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
each of the members of the ▇▇▇▇▇▇▇ Group of this Credit Agreement and the
other Loan Documents to which each such Person is or is to become a party and
the transactions contemplated hereby and thereby and the Repurchase do not
require the approval or consent of, or filing with, any governmental agency
or authority other than those already obtained, the filing of UCC financing
statements and the recording of the Mortgages.

8.3. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 8.3
hereto, the Borrower and its Subsidiaries lease (to the extent so described
in such consolidated balance sheet or the notes thereto) or own all of the
assets reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date or acquired since that date (except
property and assets sold or otherwise disposed of in the ordinary course of
business since that date), subject to no rights of others, including any
mortgages, leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

8.4. FINANCIAL STATEMENTS AND PROJECTIONS.

8.4.1. FINANCIAL STATEMENTS. There has been furnished to each of the
Banks a consolidated balance sheet of the Borrower and its Subsidiaries as
at the Balance Sheet Date, and consolidated statements of income and cash
flows of the Borrower and its Subsidiaries for the fiscal year then ended,
accompanied by a report and unqualified opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP.
There has also been furnished to each of the Banks a consolidated balance
sheet of the Borrower and its Subsidiaries as at September 30, 1997, and
the consolidated statements of income and cash flows of the Borrower and
its Subsidiaries for the portion of the fiscal year then ended. Such
balance sheets and statements of income and cash flows have been
prepared in accordance with generally

-29-

accepted accounting principles and fairly present the financial
condition of the Borrower and its Subsidiaries as at the close of business
on the dates thereof and the results of operations for the fiscal year or
portion thereof then ended. There are no contingent liabilities of the
Borrower or any of its Subsidiaries as of such date involving material
amounts, known to the officers of the Borrower, which were not disclosed in
such balance sheets and the notes related thereto.

8.4.2. PROJECTIONS. The projections of the annual operating budgets of
the Borrower and its Subsidiaries on a consolidated basis, balance sheets
and cash flow statements for the 1997 through 2002 fiscal years, copies of
which have been delivered to each Bank, disclose all assumptions made with
respect to general economic, financial and market conditions used in
formulating such projections. To the knowledge of the Borrower or any of
its Subsidiaries, no facts exist that (individually or in the aggregate)
would result in any material change in any of such projections. The
projections are based upon reasonable estimates and assumptions, have been
prepared on the basis of the assumptions stated therein and reflect the
reasonable estimates of the Borrower and its Subsidiaries of the results of
operations and other information projected therein, it being understood
that the projections are not guaranties of results and that actual results
will vary from the projections.

8.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date, other than
the Repurchase, there has occurred no materially adverse change in the
financial condition or business of the Borrower and its Subsidiaries as shown
on or reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the consolidated statements of
income and cash flows for the fiscal year then ended, other than changes in
the ordinary course of business that have not had any materially adverse
effect either individually or in the aggregate on the business or financial
condition of the Borrower or any of its Subsidiaries. Since the Balance
Sheet Date, neither the Borrower nor any of its Subsidiaries has made any
Distribution not permitted under the terms of this Credit Agreement, other
than the regular quarterly Distributions during 1997 to the holders of the
Borrower's Equity Interests.

8.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and each of its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

8.7. LITIGATION. Except as set forth in SCHEDULE 8.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against the Borrower or any of its Subsidiaries before any court,
tribunal or administrative agency or board that, if adversely determined,
might, either in any case or in the aggregate, materially adversely affect
the properties, assets, financial condition or business of the Borrower and
its Subsidiaries, taken as a whole, or materially impair the right of the
Borrower and its Subsidiaries, considered as a whole, to carry on business
substantially as now conducted by them, or result in any substantial
liability not adequately covered by insurance, or for which adequate reserves
are not maintained on the consolidated balance sheet of the Borrower and its
Subsidiaries, or which question the validity of this Credit Agreement or any
of the other Loan Documents, or any action taken or to be taken pursuant
hereto or thereto, or which might impair the ability of the Borrower, the
Guarantors and their Subsidiaries to effect the Repurchase.

-30-

8.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any
of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation that has or
is expected in the future to have a materially adverse effect on the
business, assets or financial condition of the Borrower and its Subsidiaries.
Neither the Borrower nor any of its Subsidiaries is a party to any contract
or agreement that has or is expected, in the judgment of the officers of the
Borrower, to have any materially adverse effect on the business of the
Borrower and its Subsidiaries.

8.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. No member of the
▇▇▇▇▇▇▇ Group is in violation of any provision of its charter documents,
bylaws, or any agreement or instrument to which it may be subject or by which
it or any of its properties may be bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a
manner that could result in the imposition of substantial penalties or
materially and adversely affect the financial condition, properties or
business of the Borrower and its Subsidiaries, taken as a whole.

8.10. TAX STATUS. Each member of the ▇▇▇▇▇▇▇ Group (a) has made or filed
all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject, (b) has
paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings and (c) has set
aside on their books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of
the Borrower know of no basis for any such claim.

8.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing.

8.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. No member of the
▇▇▇▇▇▇▇ Group is a "holding company", or a "subsidiary company" of a "holding
company", or an affiliate" of a "holding company", as such terms are defined
in the Public Utility Holding Company Act of 1935; nor is any of them an
"investment company", or a company controlled by an "investment company", as
such term is defined in the Investment Company Act of 1940.

8.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover,
affect or give notice of any present or possible future lien on, or security
interest in, any assets or property of the Borrower or any of its
Subsidiaries or any rights relating thereto.

8.14. EMPLOYEE BENEFIT PLANS.

8.14.1. IN GENERAL. Each Employee Benefit Plan has been maintained and
operated in compliance in all material respects with the provisions of
ERISA and, to the extent applicable, the Code, including but not limited to
the provisions thereunder respecting prohibited transactions. The Borrower
has heretofore delivered to the Agent the most recently completed annual
report, Form 5500, with all required attachments, and actuarial statement
required to be submitted under Section 103(d) of ERISA, with respect to
each Guaranteed Pension Plan.

8.14.2. TERMINABILITY OF WELFARE PLANS. Under each Employee Benefit
Plan which is an employee welfare benefit plan within the meaning of
Section 3(1) or Section 3(2)(B) of ERISA, no benefits are due unless the
event giving rise to the benefit entitlement occurs

-31-

prior to plan termination (except as required by Title I, Part 6 of
ERISA). The Borrower or an ERISA Affiliate, as appropriate, may terminate
each such Plan at any time (or at any time subsequent to the expiration of
any applicable bargaining agreement) in the discretion of the Borrower or
such ERISA Affiliate without liability to any Person.

8.14.3. GUARANTEED PENSION PLANS. Each contribution required to be
made to a Guaranteed Pension Plan, whether required to be made to avoid the
incurrence of an accumulated funding deficiency, the notice or lien
provisions of Section 302(f) of ERISA, or otherwise, has been timely made.
No waiver of an accumulated funding deficiency or extension of amortization
periods has been received with respect to any Guaranteed Pension Plan. No
liability to the PBGC (other than required insurance premiums, all of which
have been paid when due) has been incurred by the Borrower or any ERISA
Affiliate with respect to any Guaranteed Pension Plan and there has not
been any ERISA Reportable Event with respect to any Guaranteed Pension
Plan, or any other event or condition which presents a material risk of
termination of any Guaranteed Pension Plan by the PBGC. Based on the latest
valuation of each Guaranteed Pension Plan (which in each case occurred
within twelve months of the date of this representation), and on the
actuarial methods and assumptions employed for that valuation, the
aggregate benefit liabilities of all such Guaranteed Pension Plans within
the meaning of Section 4001 of ERISA did not exceed the aggregate value of
the assets of all such Guaranteed Pension Plans, disregarding for this
purpose the benefit liabilities and assets of any Guaranteed Pension Plan
with assets in excess of benefit liabilities, by more than $250,000.

8.14.4. MULTIEMPLOYER PLANS. Neither the Borrower nor any ERISA
Affiliate has incurred any material liability (including secondary
liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a
result of a sale of assets described in Section 4204 of ERISA. Neither the
Borrower nor any ERISA Affiliate has been notified that any Multiemployer
Plan is in reorganization or insolvent under and within the meaning of
Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan
intends to terminate or has been terminated under Section 4041A of ERISA.

8.15. USE OF PROCEEDS.

8.15.1. GENERAL. The proceeds of the Loans shall be used (i) to fund a
portion of the purchase price of the Repurchase and to pay related fees and
expenses, (ii) to repay existing Indebtedness of the Borrower and to pay
related fees and expenses and (iii) for working capital and general
corporate and partnership purposes. The Borrower will obtain Letters of
Credit solely for working capital and general corporate and partnership
purposes.

8.15.2. REGULATIONS U AND X. No portion of any Loan is to be used, and
no portion of any Letter of Credit is to be obtained, for the purpose of
purchasing or carrying any "margin security" or "margin stock" as such
terms are used in Regulations U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224 in a manner which would
violate said Regulation U or X.

8.15.3. INELIGIBLE SECURITIES. No portion of the proceeds of any Loans
is to be used, and no portion of any Letter of Credit is to be obtained,
for the purpose of (a) knowingly purchasing, or providing credit support
for the purchase of, Ineligible Securities from a Section 20 Subsidiary
during any period in which such Section 20 Subsidiary makes a market in
such Ineligible Securities, (b) knowingly purchasing, or providing credit
support for the purchase of, during the underwriting or placement period,
any Ineligible Securities being underwritten or privately placed by a
Section 20

-32-

Subsidiary, or (c) making, or providing credit support for the
making of, payments of principal or interest on Ineligible Securities
underwritten or privately placed by a Section 20 Subsidiary and issued by
or for the benefit of the Borrower or any Subsidiary or other Affiliate of
the Borrower.

8.16. CHIEF EXECUTIVE OFFICES. The chief executive offices of the
Borrower and each Subsidiary of the Borrower are located at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

8.17. DISCLOSURE. No representation or warranty made by any Guarantor or
the Borrower in this Agreement or in any agreement, instrument, document,
certificate, statement or letter furnished to the Agent or the Banks, by or
on behalf of any such Person in connection with any of the transactions
contemplated by any of the Loan Documents or in any of the Repurchase
Documents contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained therein
not misleading in light of the circumstances in which they are made. There
is no fact known to the Borrower which materially adversely affects, or which
would, in the reasonable judgment of the Borrower, materially adversely
affect in the reasonable foreseeable future the financial position, business,
operations or affairs of the Borrower.

8.18. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all reasonable
steps to investigate the past and present condition and usage of the Real
Estate and the operations conducted thereon and, based upon such reasonable
investigation, has determined that:

(a) none of the Borrower, its Subsidiaries or any operator of the
Real Estate or any operations thereon is in violation, or alleged
violation, of any judgment, decree, order, law, license, rule or regulation
pertaining to environmental matters, including without limitation, those
arising under the Resource Conservation and Recovery Act ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization
Act of 1986 ("▇▇▇▇"), the Federal Clean Water Act, the Federal Clean Air
Act, the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to health, safety or the
environment (hereinafter "Environmental Laws"), which violation
individually or in the aggregate would have a material adverse effect on
the environment or the business, assets or financial condition of the
Borrower or any of its Subsidiaries;

(b) neither the Borrower nor any of its Subsidiaries has received
notice from any third party including, without limitation, any federal,
state or local governmental authority, (i) that any one of them has been
identified by the United States of America Environmental Protection Agency
("EPA") as a potentially responsible party under CERCLA with respect to a
site listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇;
(ii) that any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any
hazardous substances as defined by 42 U.S.C. Section 9601(14), any
pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) and any
toxic substances, oil or hazardous materials or other chemicals or
substances regulated by any Environmental Laws ("Hazardous Substances")
which any one of them has generated, transported or disposed of has been
found at any site at which a federal, state or local agency or other third
party has conducted or has ordered that the Borrower or any of its
Subsidiaries conduct a remedial investigation, removal or other response
action pursuant to any Environmental Law; or (iii) that it is or shall be a
named party to any claim, action, cause of action, complaint, or legal or
administrative proceeding (in each case, contingent or otherwise) arising
out of any third party's incurrence of costs, expenses, losses or damages
of any kind whatsoever in connection with the release of Hazardous
Substances;

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(c) except as set forth on SCHEDULE 8.18 attached hereto: (i) no
portion of the Real Estate has been used for the handling, processing,
storage or disposal of Hazardous Substances except in accordance with
applicable Environmental Laws; and no underground tank or other underground
storage receptacle for Hazardous Substances is located on any portion of
the Real Estate; (ii) in the course of any activities conducted by the
Borrower, its Subsidiaries or operators of its properties, no Hazardous
Substances have been generated or are being used on the Real Estate except
in accordance with applicable Environmental Laws; (iii) there have been no
releases (i.e. any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping) or threatened releases of Hazardous Substances on, upon, into or
from the properties of the Borrower or its Subsidiaries, which releases
would have a material adverse effect on the value of any of the Real Estate
or adjacent properties or the environment; (iv) to the best of the
Borrower's knowledge, there have been no releases on, upon, from or into
any real property in the vicinity of any of the Real Estate which, through
soil or groundwater contamination, may have come to be located on, and
which would have a material adverse effect on the value of, the Real
Estate; and (v) in addition, any Hazardous Substances that have been
generated on any of the Real Estate have been transported offsite only by
carriers having an identification number issued by the EPA, treated or
disposed of only by treatment or disposal facilities maintaining valid
permits as required under applicable Environmental Laws, which transporters
and facilities have been and are, to the best of the Borrower's knowledge,
operating in compliance with such permits and applicable Environmental
Laws; and

(d) None of the Borrower and its Subsidiaries, any Mortgaged Property
or any of the other Real Estate is subject to any applicable environmental
law requiring the performance of Hazardous Substances site assessments, or
the removal or remediation of Hazardous Substances, or the giving of notice
to any governmental agency or the recording or delivery to other Persons of
an environmental disclosure document or statement by virtue of the
transactions set forth herein and contemplated hereby, or as a condition to
the recording of any Mortgage or to the effectiveness of any other
transactions contemplated hereby.

8.19. SUBSIDIARIES, ETC.

(a) SCHEDULE 8.19 hereto sets forth all of the Subsidiaries of the
Borrower and, except as set forth on such Schedule, the Borrower has no
Subsidiaries. Except as set forth on SCHEDULE 8.19 hereto, neither the
Borrower nor any of its Subsidiaries is engaged in any joint venture or
partnership with any other Person. All Subsidiaries of the Borrower are
parties to the Guaranty.

(b) On and as of the Closing Date, except as permitted by Section
10.3(i) hereof, the Borrower does not own or hold of record and/or
beneficially (whether directly or indirectly) any shares of any class in
the capital of any other corporations or any legal and/or beneficial
interests in any partnership, business trust or joint venture or in any
other unincorporated trade or business enterprise. Except for its general
partnership interests in the Borrower, the General Partner does not own or
hold of record and/or beneficially (whether directly or indirectly) any
shares of any class in the capital of any corporations and no legal and/or
beneficial interests in any partnership, business trust or joint venture or
in any other unincorporated trade or business enterprise.

(c) On and as of the Closing Date and after giving effect to the
Repurchase, no Person has any partnership or other equity ownership
interest in the Borrower, or any right to acquire such interest, except for
the General Partner and PRI who collectively own and hold all of the
partnership interests in the Borrower.

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(d) On and as of the Closing Date, the General Partner owns no assets
and conducts no business, other than acting as general partner of, and
holding 1% general partnership interests in, the Borrower.

8.20. FISCAL YEAR. The Borrower has a fiscal year ending December 31 of
each year.

8.21. SOLVENCY. The Borrower and its Subsidiaries, taken as a whole
(both before and after giving effect to the Repurchase and the other
transactions contemplated by this Credit Agreement and the other Loan
Documents) (i) are solvent, (ii) have assets having a fair value in excess of
their liabilities, (iii) have assets having a fair value in excess of the
amount required to pay their liabilities on their debts as they become due
and matured, and (iv) have, and expect to continue to have, access to
adequate capital for the conduct of their business and the ability to pay
their debts as they mature. In computing the amount of contingent and
unliquidated liabilities at any time, such liabilities will be computed as
the amount which, in light of all the facts and circumstances existing at
such time, represents the amount that is probable to become an absolute and
matured liability.

9. AFFIRMATIVE COVENANTS.

The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is Outstanding or any Bank
has any obligation to make any Loans or BKB has any obligation to issue,
extend or renew any Letters of Credit:

9.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Reimbursement
Obligations, the Letter of Credit Fees, the commitment fees, the fees
provided in the Fee Letter and all other fees and other amounts provided for
in this Credit Agreement and the other Loan Documents to which the Borrower
or any of its Subsidiaries is a party, all in accordance with the terms of
this Credit Agreement and such other Loan Documents.

9.2. MAINTENANCE OF OFFICE. The Borrower and each of its Subsidiaries
will maintain their chief executive offices at the location indicated in
Section 8.16, or at such other place in the United States of America as the
Borrower shall designate upon written notice to the Agent, where notices,
presentations and demands to or upon any such Person in respect of the Loan
Documents to which such Person is a party may be given or made.

9.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with
generally accepted accounting principles and (b) maintain adequate accounts
and reserves for all taxes (including income taxes), depreciation, depletion,
obsolescence and amortization of its properties and the properties of its
Subsidiaries, contingencies, and other reserves.

9.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than
ninety-five (95) days after the end of each fiscal year of the Borrower,
the consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as at the end of such year, and the related consolidated and
consolidating statement of income and consolidated statement of cash flow
for such year, each setting forth in comparative form the figures for the
previous fiscal year and all such consolidated statements to be in
reasonable detail, prepared in accordance with generally accepted
accounting principles, and certified without qualification by ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants of
nationally recognized standing, selected by the General Partner, together

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with a written statement from such accountants to the effect that they have
read a copy of this Credit Agreement, and that, in making the examination
necessary to said certification, they have obtained no knowledge of any
Default or Event of Default, or, if such accountants shall have obtained
knowledge of any then existing Default or Event of Default they shall
disclose in such statement any such Default or Event of Default; PROVIDED
that such accountants shall not be liable to the Banks for failure to
obtain knowledge of any Default or Event of Default;

(b) as soon as practicable, but in any event not later than fifty
(50) days after the end of each of the fiscal quarters of the Borrower,
copies of the unaudited consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries as at the end of such quarter, and the
related consolidated or consolidating statement of income and consolidated
statement of cash flow for the portion of the fiscal year then elapsed, all
in reasonable detail and prepared in accordance with generally accepted
accounting principles, together with a certification by the principal
financial or accounting officer of the Borrower that the information
contained in such financial statements fairly presents the financial
position of the Borrower and its Subsidiaries on the date thereof (subject
to year-end adjustments);

(c) promptly upon request therefor by the Agent, copies of all
management letters of substance and other material reports of substance
which are submitted to the Borrower by its independent accountants in
connection with any annual or interim audit of the books of the Borrower or
its Subsidiaries made by such accountants;

(d) simultaneously with the delivery of the financial statements
referred to in subsections (a) and (b) above, a statement certified by the
principal financial or accounting officer of the General Partner in
substantially the form of EXHIBIT C hereto and setting forth in reasonable
detail computations evidencing compliance with the covenants contained in
Section 11 and (if applicable) reconciliations to reflect changes in
generally accepted accounting principles since the Balance Sheet Date as
well as calculations for the purpose for determining the Applicable Margin;

(e) as soon as practicable and in any event not later than five (5)
days after the filing or mailing thereof, copies of all material of a
financial nature filed with the Securities and Exchange Commission by the
▇▇▇▇▇▇▇ Group; and;

(f) from time to time such other financial data and information as
the Agent or any Bank may reasonably request.

9.5. NOTICES.

9.5.1. DEFAULTS. The Borrower will, and will cause each of its
Subsidiaries to, promptly notify the Agent in writing of the occurrence of
any Default or Event of Default. If any Person shall give any notice or
take any other action in respect of a claimed default (whether or not
constituting an Event of Default) under this Credit Agreement or any other
note, evidence of indebtedness, indenture or other obligation to which or
with respect to which the Borrower or any of its Subsidiaries is a party or
obligor, whether as principal, guarantor, surety or otherwise, in each
case, in respect of Indebtedness in excess of $1,000,000, the Borrower
shall forthwith give written notice thereof to the Agent and each of the
Banks, describing the notice or action and the nature of the claimed
default.

9.5.2. ENVIRONMENTAL EVENTS. The Borrower will, and will cause each
of its Subsidiaries to, promptly give notice to the Agent (a) of any
violation of any Environmental Law that the Borrower or any of its
Subsidiaries reports in writing or is

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reportable by such Person in writing (or for which any written report
supplemental to any oral report is made) to any federal, state or local
environmental agency and (b) upon becoming aware thereof, of any inquiry,
proceeding, investigation, or other action, including a notice from any
agency of potential environmental liability, of any federal, state or
local environmental agency or board, that has the potential to materially
affect the assets, liabilities, financial conditions or operations of the
Borrower and its Subsidiaries, taken as a whole.

9.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL. The Borrower will,
immediately upon becoming aware thereof, notify the Agent and each of the
Banks in writing of any setoff, claims (including, with respect to the Real
Estate, environmental claims), withholdings or other defenses to which any
of the Collateral with a fair market value in excess of $100,000, or the
Agent's rights with respect to any such Collateral, are subject.

9.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
will cause each of its Subsidiaries to, give notice to the Agent in writing
within fifteen (15) days of becoming aware of any litigation or proceedings
threatened in writing or any pending litigation and proceedings affecting
the Borrower or any of its Subsidiaries or to which the Borrower or any of
its Subsidiaries is or becomes a party involving an uninsured claim against
the Borrower or any of its Subsidiaries that could reasonably be expected
to have a materially adverse effect on the Borrower and its Subsidiaries,
taken as a whole, and stating the nature and status of such litigation or
proceedings. The Borrower will, and will cause each of its Subsidiaries to,
give notice to the Agent, in writing, in form and detail satisfactory to
the Agent, within ten (10) days of any judgment not covered by insurance,
final or otherwise, against the Borrower or any of its Subsidiaries in an
amount in excess of $500,000.

9.6. EXISTENCE; MAINTENANCE OF PROPERTIES.

9.6.1. EXISTENCE. Each of the Borrower and its Subsidiaries will do or
cause to be done all things necessary to preserve and keep in full force
and effect its existence, rights and franchises and the corporate existence
and rights and franchises (as applicable), of its Subsidiaries, other than
in connection with mergers permitted under Section 10.5 hereof, and will
not, and will not cause or permit any of its Subsidiaries to, convert to a
limited liability company or limited liability partnership.

9.6.2. MAINTENANCE OF PROPERTIES. Each of the Borrower and its
Subsidiaries (a) will cause all of its properties and those of its
Subsidiaries used or useful in the conduct of its business or the business
of its Subsidiaries to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment, (b) will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, and (c) will, and will
cause each of its Subsidiaries to, continue to engage primarily in the
businesses now conducted by them and in related businesses; PROVIDED that
nothing in this Section 9.6 shall prevent the Borrower or any of its
Subsidiaries from discontinuing the operation and maintenance of any of its
properties or any of those of its Subsidiaries if such discontinuance is,
in the judgment of the Borrower, desirable in the conduct of its or their
business and that do not in the aggregate materially adversely affect the
business of the Borrower and its Subsidiaries on a consolidated basis.

9.7. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and

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business against such casualties and contingencies as shall be in accordance
with the general practices of businesses engaged in similar activities in
similar geographic areas and in amounts, containing such terms, in such forms
and for such periods as may be reasonable and prudent and in accordance with
the terms of the Security Documents.

9.8. TAXES. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the
same shall become overdue, all taxes, assessments and other governmental
charges imposed upon it and its real properties, sales and activities, or any
part thereof, or upon the income or profits therefrom, as well as all claims
for labor, materials, or supplies that if unpaid might by law become a lien
or charge upon any of its property; PROVIDED that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof
shall currently be contested in good faith by appropriate proceedings and if
the Borrower or such Subsidiary shall have set aside on its books adequate
reserves with respect thereto; and PROVIDED FURTHER that the Borrower and
each Subsidiary of the Borrower will pay all such taxes, assessments,
charges, levies or claims forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor.

9.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

9.9.1. GENERAL. The Borrower shall permit the Banks, through the Agent
or any of the Agent's designated representatives, to visit and inspect any
of the properties of the Borrower or any of its Subsidiaries, to examine
the books of account of the Borrower and its Subsidiaries (and to make
copies thereof and extracts therefrom), and to discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with, and to be
advised as to the same by, its and their officers, all at such reasonable
times and intervals as the Agent or any Bank may reasonably request.

9.9.2. ENVIRONMENTAL ASSESSMENTS. Whether or not an Event of Default
shall have occurred, the Agent may, from time to time, in its reasonable
discretion for the purpose of assessing and ensuring the value of any
Mortgaged Property, obtain one or more environmental assessments or audits
of such Mortgaged Property prepared by a hydrogeologist, an independent
engineer or other qualified consultant or expert approved by the Agent to
evaluate or confirm (i) whether any Hazardous Materials are present in the
soil or water at such Mortgaged Property and (ii) whether the use and
operation of such Mortgaged Property complies with all Environmental Laws.
Environmental assessments may include without limitation detailed visual
inspections of such Mortgaged Property including any and all storage areas,
storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the taking of soil
samples, surface water samples and ground water samples, as well as such
other investigations or analyses as the Agent deems appropriate. All such
environmental assessments shall be conducted and made at the expense of the
Borrower.

9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, and will cause each of its Subsidiaries to, comply in all
material respects with (a) the applicable laws and regulations wherever its
business is conducted, including all Environmental Laws, (b) the provisions
of its charter documents and by-laws, (c) all agreements and instruments by
which it or any of its properties may be bound and (d) all applicable
decrees, orders, and judgments. If any authorization, consent, approval,
permit or license from any officer, agency or instrumentality of any
government shall become necessary or required in order that the Borrower or
any of its Subsidiaries may fulfill any of its obligations hereunder or any
of the other Loan Documents to which the Borrower or such Subsidiary is a
party, the Borrower will, or (as the case may be) will cause such Subsidiary
to, immediately take or cause to be taken all reasonable steps within the
power of or such Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Agent and the Banks with evidence thereof.

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9.11. EMPLOYEE BENEFIT PLANS. The Borrower will, upon the request of the
Agent, (a) promptly upon filing the same with the Department of Labor or
Internal Revenue Service furnish to the Agent a copy of the most recent
actuarial statement required to be submitted under Section 103(d) of ERISA
and Annual Report, Form 5500, with all required attachments, in respect of
each Guaranteed Pension Plan and (b) promptly upon receipt or dispatch,
furnish to the Agent any notice, report or demand sent or received in respect
of a Guaranteed Pension Plan under Sections 302, 4041, 4042, 4043, 4063,
4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
Sections 4041A, 4202, 4219, 4242, or 4245 of ERISA.

9.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
and the Letters of Credit for the purposes described in Section 8.15, and
none other.

9.13. ADDITIONAL MORTGAGED PROPERTY.

(a) At the request of the Agent at any time after the Closing Date, the
Borrower shall, as soon as practicable, and in any event not later than sixty
(60) days after such request, (i) take all steps that may be requested by the
Agent in order to grant to the Agent, for the benefit of the Banks and the
Agent, a first priority perfected leasehold mortgage on the leasehold
interests of the Borrower and its Subsidiaries in the Real Estate and
(ii) deliver to the Agent such supporting and additional documentation,
including, without limitation, corporate authority documentation, legal
opinions, and landlord consents as may be reasonably requested by the Agent
in connection with such leasehold mortgages.

(b) If, after the Closing Date, the Borrower or any of its Subsidiaries
acquires or leases for a term in excess of ten (10) years real estate used as
a restaurant facility, the Borrower shall, within 10 Business Days of such
acquisition or such lease, notify the Agent of such acquisition or such lease
and, if requested by the Agent, the Borrower shall, or shall cause such
Subsidiary to, forthwith, and in any event not later than sixty (60) days
after such request, deliver to the Agent a fully executed mortgage or deed of
trust over such real estate, in form and substance satisfactory to the Agent,
together with title insurance policies, evidences of insurances with the
Agent named as loss payee and additional insured, legal opinions and other
documents and certificates with respect to such real estate as was required
for Real Estate of the Borrower or such Subsidiary as of the Closing Date.
The Borrower further agrees that, following the taking of such actions with
respect to such real estate, the Agent shall have for the benefit of the
Banks and the Agent a valid and enforceable first priority mortgage or deed
of trust over such real estate, free and clear of all defects and
encumbrances except for Permitted Liens.

(c) The parties hereto agree that the Borrower shall not be required to
deliver to the Agent on the Closing Date mortgages or deeds of trust with
respect to the Real Estate located in Florida. The Borrower agrees that,
upon the request of the Agent, it shall forthwith, and in any event not later
than sixty (60) days after such request, deliver to the Agent a fully
executed mortgage or deed of trust over such real estate, in form and
substance satisfactory to the Agent, together with title insurance policies,
evidences of insurances with the Agent named as loss payee and additional
insured, legal opinions and other documents and certificates with respect to
such real estate in the same manner as was required for the Real Estate which
was the subject of a Mortgage granted in favor of the Agent on the Closing
Date; PROVIDED that the Agent and the Banks agree that the Agent shall not
request that the Borrower deliver such mortgages or deeds of trust until
either (i) the occurrence and continuance of a Default or Event of Default,
(ii) the Borrower and its Subsidiaries have sold or otherwise disposed of
Real Estate with a value such that the Agent, in its reasonable discretion,
believes that the amount of Collateral securing the Obligations has been
materially diminished or (iii) the Credit Agreement has been amended to
include $20,000,000 or more of term loans as a portion of the Obligations.
The Borrower further agrees that, following the taking of such actions with
respect to such real estate, the Agent shall have for the benefit of the
Banks and the Agent a valid and

-39-

enforceable first priority mortgage or deed of trust over such real estate,
free and clear of all defects and encumbrances except for Permitted Liens.

9.14. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such
further instruments and documents as the Banks or the Agent shall reasonably
request to carry out to their satisfaction the transactions contemplated by
this Credit Agreement and the other Loan Documents, including, without
limitation, the syndication of the credit facilities evidenced hereby.

9.15. CONDUCT OF BUSINESS. The Borrower will, and will cause its
Subsidiaries to, continue to engage only in the business of operating
restaurants and in businesses and activities closely related thereto.

9.16. INTEREST RATE PROTECTION ARRANGEMENTS. The Borrower shall maintain
interest rate protection arrangements as shall be satisfactory in form and
substance to the Agent (including, without limitation, with respect to
notional amount and tenor thereof and interest rates with respect thereto).

9.17. CASH MANAGEMENT. At all times after the occurrence and during the
continuance of an Event of Default, and from time to time at such times as
may be requested by the Agent, the Borrower will, and will cause each of its
Subsidiaries to, together with the employees, agents and other Persons acting
on behalf of the Borrower or such Subsidiary, cause all cash receipts and all
payments constituting proceeds of accounts receivable or other Collateral to
be paid, in the form received, with any appropriate endorsements, into an
account maintained with the Agent or such other accounts maintained with a
Bank or another bank as shall be subject to agency agreements in form and
substance satisfactory to the Agent.

10. CERTAIN NEGATIVE COVENANTS.

10.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness
other than, so long as no Default or Event of Default shall then exist or
would result therefrom:

(a) Indebtedness to the Banks and the Agent arising under any of the
Loan Documents;

(b) Unsecured current liabilities of the Borrower or such Subsidiary
incurred in the ordinary course of business not incurred through (i) the
borrowing of money, or (ii) the obtaining of credit except for credit on an
open account basis customarily extended and in fact extended in connection
with normal purchases of goods and services; PROVIDED, that each account
payable shall be paid or discharged in accordance with the Borrower's past
customary practice within the appropriate time period after the same shall
have become due and payable, unless the same shall currently be contested
by the Borrower or such Subsidiary in good faith by appropriate proceedings
or other appropriate action, and the Borrower or such Subsidiary, as the
case may be, shall have set aside such reserves, if any, with respect
thereto as are required by generally accepted accounting principles and
deemed adequate by the Borrower;

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(c) Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the
extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of Section 9.8;

(d) Indebtedness in respect of judgments or awards that have been in
force for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which the Borrower or
such Subsidiary shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall
have been obtained pending such appeal or review;

(e) Other unsecured Indebtedness of the Borrower, provided that (i)
after the incurrence of such Indebtedness and after giving effect thereto,
no Default or Event of Default shall then exist and (ii) the aggregate
outstanding principal amount of all such Indebtedness shall not, at any
time, exceed $10,000,000;

(f) Indebtedness of the Borrower and its Subsidiaries in respect of
rental obligations (net of subleases) under leases (other than Capitalized
Leases) incurred in the ordinary course of business, provided that the
aggregate amount of such obligations required to be paid in any fiscal year
shall not exceed $15,000,000;

(g) Indebtedness of the Borrower in respect of Capitalized Leases
(net of subleases), provided that the aggregate Outstanding amount of all
future principal payments owing under (i) Capitalized Leases existing on
the date hereof and (ii) additional Capitalized Leases entered into
pursuant to this subsection (g) after the date hereof (as reflected in the
notes to the Borrower's audited financial statements in accordance with
generally accepted accounting principles) shall not at any time exceed
$20,000,000;

(h) Indebtedness existing on the Closing Date and listed and
described on SCHEDULE 10.1 hereto;

(i) Indebtedness consisting of the Senior Notes and the Additional
Senior Notes;

(j) purchase money Indebtedness incurred in connection with the
acquisition after the date hereof of any real or personal property by the
Borrower or any of its Subsidiaries; PROVIDED that (i) the amount of such
Indebtedness does not exceed the lesser of the fair market value or the
purchase price of the property so acquired, (ii) any lien securing such
Indebtedness covers only the property so acquired, and (iii) the aggregate
principal amount of such Indebtedness shall not, at any time, exceed
$10,000,000;

(k) Indebtedness in respect of interest rate protection arrangements
and currency exchange protection arrangements; PROVIDED that the aggregate
amount of such Indebtedness shall not, at any time, exceed $5,000,000;

(l) Indebtedness (i) of JA Joint Venture LLC owing to the Borrower;
PROVIDED that the Investment corresponding to such Indebtedness is
permitted pursuant to Section 10.3(l), (ii) of any non-Guarantor Subsidiary
of the Borrower owing to the Borrower; PROVIDED that the Investment
corresponding to such Indebtedness is permitted pursuant to Section
10.3(m)(i), and (iii) of any Subsidiary which is a Guarantor owing to the
Borrower or another Subsidiary which is a Guarantor; PROVIDED that the
Investment corresponding to such Indebtedness is permitted pursuant to
Section 10.3(m)(ii);

(m) Indebtedness of any Person acquired by the Borrower in a
Permitted Acquisition, PROVIDED that (i) after such Permitted Acquisition
and after giving effect

-41-

thereto on a Pro Forma Basis, no Default or Event of Default shall then
exist, (ii) such Indebtedness was in existence prior to such Permitted
Acquisition and was not incurred in contemplation thereof, and
(iii) the aggregate amount of all such Indebtedness shall not, at any
time, exceed $10,000,000;

(n) Indebtedness of the Borrower and its Subsidiaries issued to
refinance or replace Indebtedness otherwise permitted under clauses (h),
(j), or (m) of this Section 10.1, PROVIDED that (i) the aggregate amount of
such Indebtedness does not exceed the principal amount of the Indebtedness
so refinanced or replaced, (ii) such Indebtedness has a tenor no shorter
than the Indebtedness so refinanced or replaced, (iii) such Indebtedness is
on terms and conditions (including, without limitation, terms relating to
interest rate, defaults, and mandatory prepayments) no more onerous to the
Borrower or such Subsidiary than the Indebtedness so refinanced or
replaced, and (iv) if secured, such Indebtedness is not secured by liens on
any assets of the Borrower or such Subsidiary which were not previously
subject to liens securing the Indebtedness so refinanced or replaced; and

(o) prior to June 30, 2001 and from and after the merger of the
Borrower and TRC, contingent liabilities arising from the indemnity
contained in that certain tax disaffiliation agreement between TRC and
Friendly Ice Cream Corporation not to exceed in the aggregate $10,500,000.

10.2. RESTRICTIONS ON LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (i) create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property
or assets of any character whether now owned or hereafter acquired, or upon
the income or profits therefrom; (ii) transfer any of such property or assets
or the income or profits therefrom for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other obligation in
priority to payment of its general creditors; (iii) acquire, or agree or have
an option to acquire, any property or assets upon conditional sale or other
title retention or purchase money security agreement, device or arrangement;
(iv) suffer to exist for a period of more than thirty (30) days after the
same shall have been incurred any Indebtedness or claim or demand against it
that if unpaid might by law or upon bankruptcy or insolvency, or otherwise,
be given any priority whatsoever over its general creditors; or (v) sell,
assign, pledge or otherwise transfer any accounts, contract rights, general
intangibles, chattel paper or instruments, with or without recourse; PROVIDED
that the Borrower and any Subsidiary of the Borrower may create or incur or
suffer to be created or incurred or to exist:

(a) liens to secure taxes, assessments and other government charges
in respect of obligations not overdue or liens on properties to secure
claims for labor, material or supplies in respect of obligations not
overdue;

(b) deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance, old age pensions or
other social security obligations;

(c) liens on properties in respect of judgments or awards, the
Indebtedness with respect to which is permitted by Section 10.1(d);

(d) liens of carriers, warehousemen, mechanics and materialmen, and
other like liens in existence less than 120 days from the date of creation
thereof in respect of obligations not overdue;

(e) encumbrances on Real Estate consisting of easements, rights of
way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the

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title thereto, landlord's or lessor's liens under leases to which the
Borrower or a Subsidiary of the Borrower is a party, and other minor liens
or encumbrances none of which in the opinion of the Borrower interferes
materially with the use of the property affected in the ordinary conduct
of the business of the Borrower and its Subsidiaries, which defects do not
individually or in the aggregate have a materially adverse effect on the
business of the Borrower individually or of the Borrower and its
Subsidiaries on a consolidated basis;

(f) liens existing on the date hereof and listed on SCHEDULE 10.2
hereto;

(g) liens and encumbrances on each Mortgaged Property as and to the
extent permitted by the Mortgage applicable thereto;

(h) liens securing Indebtedness permitted pursuant to
Sections 10.1(g), (j), (m) or (n); and

(i) liens in favor of the Agent for the benefit of the Banks securing
the Obligations.

10.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
Outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the United States
of America that mature within one (1) year from the date of purchase;

(b) demand deposits, certificates of deposit, bankers acceptances and
time deposits of United States of America banks having total assets in
excess of $1,000,000,000;

(c) securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of
America or any state thereof that at the time of purchase have been rated
and the ratings for which are not less than "P 1" if rated by ▇▇▇▇▇'▇
Investors Services, Inc., and not less than "A 1" if rated by Standard and
Poor's;

(d) repurchase agreements secured by any one or more of the
Investments permitted by paragraphs (a), (b) or (c) above;

(e) shares of any so-called "money market fund" provided that such
fund is registered under the Investment Company Act of 1940, has net assets
of at least $100,000,000 and has an investment portfolio with an average
maturity of 365 days or less;

(f) existing Investments described on SCHEDULE 10.3 hereto;

(g) Investments made in the ordinary course of business in connection
with the Borrower's (i) conversion to Investments of franchisee
obligations, (ii) making of loans and advances to franchisees; PROVIDED
that the aggregate amount of all such Investments shall not, at any time,
exceed $2,500,000, and (iii) acceptance of notes from franchisees in
payment of goods and services provided by the Borrower to such franchisees;

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(h) the acquisition of one or more notes, leases or other evidences
of indebtedness of franchisees or guaranties of franchisee obligations in
accordance with franchisee leasing or loan programs not to exceed in the
aggregate $10,000,000;

(i) up to ten (10) shares (at the time of acquisition) of any
publicly traded stock of any competitor of the Borrower with an original
purchase price not to exceed $5,000 in the aggregate for all of such
shares;

(j) the acceptance of notes or other evidences of obligations to pay
the deferred purchase price of assets sold by the Borrower as otherwise
permitted under this Agreement, PROVIDED, that such assets have been sold
for fair market value in the reasonable judgment of the Borrower, in arms
length transactions, and such notes or evidences of indebtedness are
secured by a first priority lien and security interest in the assets sold;

(k) Investments in Permitted Acquisitions;

(l) Investments in JA Joint Venture LLC; PROVIDED that (i) the
aggregate amount of such Investments made during any one fiscal year shall
not exceed $5,000,000 and (ii) the aggregate amount of all such Investments
shall not, at any time, exceed $10,000,000;

(m) Investments (i) in Subsidiaries which are not Guarantors;
PROVIDED that the aggregate amount of such Investments shall not, at any
time, exceed $2,500,000 and (ii) in Subsidiaries which are Guarantors;
PROVIDED that the aggregate amount of such Investments shall not, at any
time, exceed $5,000,000; and

(n) Investments by the Borrower consisting of loans made to TRC;
PROVIDED that the aggregate amount of such Investments shall not, at any
time, exceed $1,000,000;

PROVIDED that, with respect to each Investment permitted pursuant to
Sections 10.3(g), (h), (j), (m) or (n), the Borrower shall have taken, or shall
have caused such Subsidiary to take, all steps necessary or reasonably desirable
in order to grant to the Agent, for the benefit of the Banks and the Agent, a
first priority perfected security interest in such Investment.

10.4. DISTRIBUTIONS. The Borrower will not and will not permit any of
its Subsidiaries to make any Distributions, except that (i) if no Default or
Event of Default exists under this Credit Agreement, and none would result
from the making of any such Distributions, Subsidiaries of the Borrower may
make Distributions to the Borrower and PRO RATA to each other holder of such
Subsidiary's Equity Interests, if any, (ii) the Borrower may make
Distributions to each holder of its Equity Interests in an aggregate amount
in any one fiscal year not to exceed an amount sufficient to pay such
holder's estimated federal, state and local income taxes on such holder's
respective share of the taxable income of the Borrower for such fiscal year
and for any prior fiscal year that is the subject of an adjustment as a
result of an audit by tax authorities, and (iii) if no Default or Event of
Default exists under this Credit Agreement, and none would result from the
making of any such Distribution, and so long as the Leverage Ratio,
determined on a Pro Forma Basis as of the end of the most recently ended
fiscal quarter of the Borrower (giving effect to any borrowings made to fund
such Distribution), is less than or equal to 3.00:1, the Borrower may make
Distributions in an aggregate amount for all such Distributions after the
Closing Date not to exceed $5,000,000. The Borrower shall not permit any of
its Subsidiaries to enter into or become bound by any agreement or instrument
which limits or restricts the ability of such Subsidiary to make
Distributions to the Borrower.

10.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS. None of the
Guarantors or the Borrower will at any time, and the Borrower will not cause
or permit any of its Subsidiaries at any time to:

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(a) become a party to any merger or consolidation except, so long as
no Default or Event of Default shall exist or shall occur immediately after
such merger or consolidation and after giving effect thereto, (i) the
merger or consolidation of a Subsidiary of the Borrower with and into the
Borrower or a Subsidiary of the Borrower which is a Guarantor, with the
Borrower or such Guarantor to be the survivor of such merger or
consolidation, (ii) the merger or consolidation of a non-Guarantor
Subsidiary with and into another non-Guarantor Subsidiary, (iii) the merger
or consolidation of TRC, PRI or PMC with and into each other, (iv) the
merger or consolidation of TRC, PRI, PMC with and into the Borrower, with
the Borrower to be the survivor of such merger or consolidation; PROVIDED
THAT prior to such merger or consolidation, the Borrower has delivered to
the Agent Compliance Certificates (such Compliance Certificates to be
promptly distributed to the Banks by the Agent) demonstrating, both
immediately prior to and immediately after such merger or consolidation,
compliance on a PRO FORMA Basis with the covenants set forth in Section 11
of this Credit Agreement on a Pro Forma Basis (treating such merger or
consolidation as a "Permitted Acquisition" for purposes of the definition
of Pro Forma Basis), or (v) the merger of the Borrower with and into TRC,
PRI or PMC, with TRC, PRI or PMC to be the survivor of such merger or
consolidation; PROVIDED that (A) the survivor is a corporation duly
organized and validly existing under the laws of a state of the United
States of America with full corporate power to perform and observe the
obligations of the Borrower under the Loan Documents; (B) the charter
documents and capital structure of the survivor, and all documentation
relating to such merger or consolidation, are provided to the Banks and the
Agent not less than thirty (30) days prior to the effective date of such
merger or consolidation and are reasonably satisfactory to the Banks and
the Agent; (C) such survivor shall enter into such documents and shall
deliver such instruments, reasonably satisfactory in form and substance to
the Banks and the Agent, expressly assuming the obligations of the Borrower
under the Loan Documents, including, without limitation, such documents and
instruments as may be requested by the Agent in order to grant to the
Agent, for the benefit of the Banks and the Agent, a first priority
perfected security interest in all of such survivor's assets; (D) such
survivor shall deliver to the Banks and the Agent legal opinions, from
counsel reasonably satisfactory to the Banks and the Agent and in form and
substance reasonably satisfactory to the Banks and the Agent, as to the
assumption of the obligations of the Borrower under the Loan Documents
after such merger or consolidation and the grant of such security
interests; and (E) prior to such merger or consolidation, the Borrower has
delivered to the Agent Compliance Certificates (such Compliance
Certificates to be promptly distributed to the Banks by the Agent)
demonstrating, both immediately prior to and immediately after such merger
or consolidation, compliance on a PRO FORMA Basis with the covenants set
forth in Section 11 of this Credit Agreement on a Pro Forma Basis (treating
such merger or consolidation as a "Permitted Acquisition" for purposes of
the definition of Pro Forma Basis);

(b) become a party to or agree to or effect the disposition of any
substantial assets, other than sales of inventory in the ordinary course of
business, consistent with past practices; PROVIDED, HOWEVER, that if there
is no Default or Event of Default in existence at the time and none would
be created as a result of such action, such Persons may dispose of
additional assets in the ordinary course of business with an aggregate book
value not to exceed, on a cumulative basis from the Closing Date, the
greater of (i) ten percent (10%) of the sum of (A) net book value of the
Borrower's assets as of December 31, 1997 PLUS (B) the cost of all assets
acquired by the Borrower and its Subsidiaries after the Closing Date or
(ii) $20,000,000; or

(c) become a party to any acquisition other than the Repurchase and
the acquisition by the Borrower or a Subsidiary of the Borrower which is a
Guarantor (whether of stock or of substantially all of the assets of a
business or business division as a going concern or by means of a merger or
consolidation) of a 100% interest in any other

-45-

Person (a "Permitted Acquisition") PROVIDED that (i) such other Person is
a ▇▇▇▇▇▇▇ Group restaurant franchisee or operates a similar business to
the Borrower, (ii) no Default or Event of Default has occurred and is
continuing or would exist after giving effect thereto, (iii) if the
Borrower or the acquiring Subsidiary merges with such other Person, the
Borrower or such Subsidiary, as the case may be, is the surviving party,
(iv) if such Person becomes a Subsidiary of the Borrower or any of its
Subsidiaries, it shall deliver a guaranty as provided in Section 29.9
hereof, and (v) with respect to acquisitions that exceed $5,000,000, the
Borrower has delivered to the Agent Compliance Certificates (such
Compliance Certificates to be promptly distributed to the Banks by the
Agent) demonstrating, both immediately prior to and immediately after such
acquisition, compliance on a PRO FORMA Basis with the covenants set forth
in Section 11 of this Credit Agreement and (vi) the aggregate amount
expended by the Borrower and its Subsidiaries for all Permitted
Acquisitions during any fiscal year shall not exceed the sum of (A) the
amount of New Site Capital Expenditures permitted to be made by the
Borrower and its Subsidiaries during such fiscal year pursuant to
Section 11.5 (which amount shall be considered New Site Capital
Expenditures for purposes of the covenants set forth herein) PLUS (B)
$10,000,000.

10.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property
or lease other property that the Borrower or any Subsidiary of the Borrower
intends to use for substantially the same purpose as the property being sold
or transferred, unless such transaction would be a permitted disposition of
assets under Section 10.5 and the obligations of the Borrower or such
Subsidiary as lessee would constitute permitted Indebtedness under Section
10.1.

10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and
will not permit any of its Subsidiaries to, (a) use any of the Real Estate or
any portion thereof for the handling, processing, storage or disposal of
Hazardous Substances, (b) cause or permit to be located on any of the Real
Estate any underground tank or other underground storage receptacle for
Hazardous Substances, (c) generate any Hazardous Substances on any of the
Real Estate, (d) conduct any activity at any Real Estate or use any Real
Estate in any manner so as to cause a release (i.e. releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping) or threatened release of Hazardous
Substances on, upon or into the Real Estate or (e) otherwise conduct any
activity at any Real Estate or use any Real Estate in any manner that would
violate any Environmental Law or bring such Real Estate in violation of any
Environmental Law.

10.8. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA
Affiliate will

(a) engage in any "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code which could result in a
material liability for the Borrower or any of its Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an "accumulated
funding deficiency", as such term is defined in Section 302 of ERISA,
whether or not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the
Borrower or any of its Subsidiaries pursuant to Section 302(f) or Section
4068 of ERISA; or

-46-

(d) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of Section 4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans, disregarding for this purpose the benefit liabilities and
assets of any such Plan with assets in excess of benefit liabilities, by
more than $250,000.

10.9. CHANGE IN FISCAL YEAR. The Borrower shall not effect or permit any
change in its fiscal year without the prior written consent of the Agent
(such consent not to be unreasonably withheld); PROVIDED that the Borrower
may change its fiscal year to one consisting of thirteen 28-day fiscal
accounting periods ending in December or January.

10.10. CHANGES IN TERMS OF PARTNERSHIP DOCUMENTS. The Borrower shall not
effect or permit any change in or amendment to the Partnership Documents
which would materially adversely affect the interests of the Agent and the
Banks under the Loan Documents.

10.11. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any transaction with any
Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrower, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest
or is an officer, director, trustee or partner, on terms more favorable to
such Person than would have been obtainable on an arm's-length basis in the
ordinary course of business.

10.12. PREPAYMENT OF OTHER INDEBTEDNESS. The Borrower shall not, without
the prior written consent of the Agent, optionally prepay, redeem, repurchase
or retire any Indebtedness (other than the Obligations) prior to the
originally scheduled maturity thereof.

10.13. RESTRICTIONS ON NEGATIVE PLEDGES. The Borrower will not, and will
not permit any of its Subsidiaries to, become bound by any agreement (other
than this Credit Agreement, the other Loan Documents and the Senior
Indenture) which limits or restricts the ability of such Person to grant
liens and security interests on its property.

10.14. CONCERNING PFC.

The Borrower shall not permit PFC to have any material assets or conduct
any material operations.

11. FINANCIAL COVENANTS OF THE BORROWER.

11.1. LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio,
determined at the end of each fiscal quarter of the Borrower ending during a
Period set forth in the table below, to be greater than the Ratio set forth
opposite such Period in such table:

PERIOD RATIO

Closing Date - 6/29/98 4.75:1
6/30/98 - 12/30/98 4.50:1
12/31/98 - 12/30/99 4.25:1

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12/31/99 - 12/30/00 3.75:1
12/31/00 - 12/30/01 3.25:1
thereafter 3.00:1

11.2. NET WORTH. The Borrower will not permit Consolidated Net Worth, at
any time, to be less than the sum of (a) the remainder of (i) the greater of
(A) actual Consolidated Net Worth as at December 31, 1997 and (B) $25,561,000
MINUS (ii) $5,000,000, PLUS (b) fifty percent (50%) of positive Consolidated
Net Income after Tax Distributions for each fiscal year of the Borrower
ending after December 31, 1997, PLUS (c) one hundred percent (100%) of the
Net Cash Proceeds received by the Borrower and its Subsidiaries from the
issuance of equity securities after the Closing Date.

11.3. CASH FLOW RATIO. The Borrower will not permit the Cash Flow Ratio,
determined at the end of each fiscal quarter of the Borrower, to be less than
1.25:1.

11.4. INTEREST COVERAGE RATIO. The Borrower will not permit the Interest
Coverage Ratio, determined at the end of each fiscal quarter of the Borrower
ending during a Period listed in the table below, to be less than the amount
set forth opposite such Period in such table:

PERIOD RATIO

Closing Date - 12/31/97 2.25:1
1/1/98 - 12/30/98 2.50:1
12/31/98 - 12/30/99 2.60:1
12/31/99 - 12/30/00 3.00:1
12/31/00 - 12/30/01 3.25:1
thereafter 3.50:1

11.5. CAPITAL EXPENDITURES. The Borrower will not make, and will not
permit any of its Subsidiaries to make, Maintenance Capital Expenditures,
Improvement Capital Expenditures, New Site Capital Expenditures, or
Remodeling Capital Expenditures in any fiscal year set forth in the table
below, that exceed, for all such Persons, the aggregate amount set forth
opposite such fiscal year in the columns titled, respectively, "Maintenance
Capital Expenditures", "Improvement Capital Expenditures", "New Site Capital
Expenditures", and "Remodeling Capital Expenditures":

MAINTENANCE REMODELING IMPROVEMENT NEW SITE
CAPITAL CAPITAL CAPITAL CAPITAL
FISCAL YEAR EXPENDITURES EXPENDITURES EXPENDITURES EXPENDITURES

1997 $4,300,000 $4,600,000 $5,470,000 $6,200,000
1998 $4,500,000 $4,700,000 $2,950,000 $10,400,000
1999 $4,800,000 $4,800,000 $2,200,000 $12,400,000
2000 $4,900,000 $5,000,000 $2,450,000 $14,600,000
2001 $5,200,000 $5,100,000 $2,290,000 $17,000,000
2002 $5,500,000 $5,300,000 $2,280,000 $17,500,000

PROVIDED, however, that (i) if, during any fiscal year, the amount of
Maintenance Capital Expenditures, Improvement Capital Expenditures, New Site
Capital Expenditures, or Remodeling Capital Expenditures permitted for such
fiscal year is not so utilized, such unutilized amount of Maintenance Capital
Expenditures, Improvement Capital Expenditures, New Site Capital Expenditures
or, as the case may be, Remodeling Capital Expenditures may be used in the
next succeeding fiscal year but not in any subsequent fiscal year as,
respectively,

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Maintenance Capital Expenditures, Improvement Capital Expenditures, New Site
Capital Expenditures or Remodeling Capital Expenditures (it being understood
that the amount of Maintenance Capital Expenditures, Improvement Capital
Expenditures, New Site Capital Expenditures and Remodeling Capital
Expenditures made during any fiscal year will be applied first to the limit
of such Maintenance Capital Expenditures, Improvement Capital Expenditures,
New Site Capital Expenditures, or Remodeling Capital Expenditures permitted
for such year and second to any Maintenance Capital Expenditures, Improvement
Capital Expenditures, New Site Capital Expenditures or Remodeling Capital
Expenditures carried over from a preceding fiscal year) and (ii) if, during
any fiscal year, the amount of Maintenance Capital Expenditures and/or
Remodeling Capital Expenditures permitted for such fiscal year is not so
utilized, such unutilized amount of Maintenance Capital Expenditures and/or
Remodeling Capital Expenditures may be used in such fiscal year as
Maintenance Capital Expenditures, Remodeling Capital Expenditures,
Improvement Capital Expenditures or New Site Capital Expenditures. New Site
Capital Expenditure limits contained in this Section 11.5 shall not further
limit the amount the Borrower and its Subsidiaries may expend on Permitted
Acquisitions otherwise permitted under Section 10.5(c).

12. CLOSING CONDITIONS.

The obligations of the Banks to make the initial Loans and of BKB to
issue any initial Letters of Credit shall be subject to the satisfaction of
the following conditions precedent on or before December 31, 1997:

12.1. LOAN DOCUMENTS. Each of the Loan Documents, the Repurchase
Documents and the Merger Agreement shall have been duly executed and
delivered by the respective parties thereto, shall be in full force and
effect and shall be in form and substance satisfactory to each of the Banks.
Each Bank shall have received a fully executed copy of each such document.

12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from each of the ▇▇▇▇▇▇▇ Group a copy, certified by a duly
authorized officer of such Person to be true and complete on the Closing
Date, of each of (a) its charter or other incorporation or partnership
documents as in effect on such date of certification, and (b) its by-laws or
partnership agreement as in effect on such date.

12.3. CORPORATE AND PARTNERSHIP ACTION. All corporate and partnership
action necessary for the valid execution, delivery and performance by each
member of the ▇▇▇▇▇▇▇ Group of this Credit Agreement and the other Loan
Documents to which it is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Banks shall have
been provided to each of the Banks.

12.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received from
each member of the ▇▇▇▇▇▇▇ Group an incumbency certificate, dated as of the
Closing Date, signed by a duly authorized officer of such Person, and giving
the name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of each member of the
▇▇▇▇▇▇▇ Group, each of the Loan Documents to which such member of the ▇▇▇▇▇▇▇
Group is or is to become a party; (b) in the case of the Borrower, to make
Revolving Credit Loan Requests and Conversion Requests and to apply for
Letters of Credit; and (c) to give notices and to take other action on its
behalf under the Loan Documents.

12.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Agent a legal, valid and enforceable first (except for
Permitted Liens entitled to priority under applicable law) security interest
in and lien upon the Collateral. All filings, recordings, deliveries of
instruments and other actions necessary or desirable in the opinion of the
Agent to protect and preserve such security interests shall have been duly
effected. The Agent shall have received evidence thereof in form and
substance satisfactory to the Agent.

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12.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The Agent shall
have received from each of the Borrower and its Subsidiaries a completed and
fully executed Perfection Certificate (as such term is defined in the
Security Agreements) and the results of UCC searches with respect to the
Collateral, indicating no liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Agent.

12.7. TAXES. The Agent shall have received evidence of payment of real
estate taxes and municipal charges on all Real Estate not delinquent on or
before the Closing Date.

12.8. TITLE INSURANCE. The Agent shall have received a Title Policy
covering each Mortgaged Property (or commitments to issue such policies, with
all conditions to issuance of the Title Policy deleted by an authorized agent
of the Title Insurance Company) together with proof of payment of all fees
and premiums for such policies, from the Title Insurance Company and in
amounts satisfactory to the Agent, insuring the interest of the Agent and
each of the Banks as mortgagee under the Mortgages.

12.9. LANDLORD CONSENTS. The Borrower and its Subsidiaries shall have
delivered to the Agent all consents required for the Agent to receive, as
part of the Security Documents, a collateral assignment of each material
leasehold of personal property, and a mortgage of each material leasehold of
real property, together in each case with such estoppel certificates as the
Agent may request.

12.10. HAZARDOUS WASTE ASSESSMENTS. The Agent shall have received
hazardous waste site assessments from environmental engineers and in form and
substance satisfactory to the Agent, covering each Mortgaged Property and all
other real property in respect of which the Borrower or any of its
Subsidiaries may have material liability, whether contingent or otherwise,
for dumping or disposal of Hazardous Substances.

12.11. CERTIFICATES OF INSURANCE. The Agent shall have received (i) a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance
with the provisions of the Security Agreements and (ii) certified copies of
all policies evidencing such insurance (or certificates therefore signed by
the insurer or an agent authorized to bind the insurer); provided that the
requirements of this Section 12.11(ii) may be satisfied by the delivery of
such certified copies on or before January 31, 1998.

12.12. SOLVENCY OPINION. If requested by the Agent, each of the Banks
shall have received an opinion of Valuation Research Inc., or such other firm
as shall be reasonably satisfactory to the Agent, dated as of the Closing
Date, as to the solvency of the Borrower and its Subsidiaries following the
consummation of the transactions contemplated herein and in form and
substance satisfactory to the Banks.

12.13. OPINIONS OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable legal opinions addressed to the Banks and the Agent,
dated as of the Closing Date, in form and substance satisfactory to the Banks
and the Agent, from (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., counsel to the Borrower and
its Subsidiaries, (ii) ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Borrower
and its Subsidiaries, (iii) ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Colorado
counsel to the Agent, (iv) ▇▇▇▇▇▇ & Whitney LLP, special Minnesota counsel to
the Agent, (v) Cline, Williams, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Nebraska
counsel to the Agent, (vi) ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Wisconsin counsel to the
Agent, (vii) Lord, Bissell & Brook, special Illinois counsel to the Agent,
(viii) ▇▇▇▇▇▇▇, Mag & Fizzell, P.C., special Missouri counsel to the Agent,
(ix) ▇▇▇▇▇▇▇, Mag & Fizzell, P.C., special Kansas counsel to the Agent, and
(x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special Michigan counsel to the Agent.

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12.14. PAYMENT OF FEES. The Borrower shall have paid to the Banks or the
Agent, as appropriate, all fees due hereunder.

12.15. EXISTING INDEBTEDNESS. The Agent shall have received a payoff
letter in a form satisfactory to the Agent with respect to the Existing
Credit Agreement and evidence of the repayment of all Indebtedness of the
Borrower and its Subsidiaries (other than Indebtedness permitted under
Section 10.1 hereof).

12.16. CAPITAL STRUCTURE. The Agent shall be satisfied with the capital
structure of the Borrower (including, without limitation, senior unsecured or
subordinated Indebtedness of the Borrower).

12.17. REPURCHASE; MERGER, ETC. The Repurchase shall have been
consummated in accordance with the Preliminary Offering Memorandum relating
to the Senior Notes, dated December 3, 1997, and otherwise on terms and
conditions satisfactory to the Agent, for a purchase price not to exceed $14
per partnership unit of the Borrower and $76,500,000 in the aggregate. The
total transaction costs and expenses associated with the Repurchase and the
other transactions contemplated hereby (including, without limitation, tender
offer expenses and expenses relating to redeeming existing indebtedness and
issuing new indebtedness) shall not exceed an amount approved by the Agent.
The Merger shall have been consummated in accordance with the terms of the
Merger Agreement. ▇▇▇▇▇▇▇ Restaurants Operating Company, L.P. shall have
been merged with and into the Borrower, with the Borrower the surviving
partnership of such merger, and the Agent shall have received evidence
thereof in form and substance satisfactory to it.

12.18. NO MATERIAL ADVERSE CHANGE. The Agent shall be satisfied that
there shall have occurred no material adverse change in the business,
operations, assets, properties, condition income or prospects of the Borrower
or its Subsidiaries since the Balance Sheet Date or the ability of any Person
to consummate the Repurchase. The parties hereto acknowledge that the
failure of ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to be the chairman of the board of directors
of PMC on the Closing Date shall constitute such a material adverse change.
The Agent shall be satisfied that the financial statements delivered to it
fairly present the business and financial condition of the Guarantors, the
Borrower and its Subsidiaries.

12.19. BALANCE SHEETS. The Borrower shall have delivered to the Agent,
in each case, in form and substance satisfactory to the Agent, (a) the
consolidated balance sheet of the Borrower and its Subsidiaries, dated as of
September 30, 1997, and (b) the PRO FORMA consolidated closing balance sheet
of the Borrower and its Subsidiaries, based on the consolidated balance sheet
of the Borrower and its Subsidiaries dated as of September 30, 1997 and
giving effect to the Repurchase and the financing contemplated hereby, dated
as of the Closing Date; PROVIDED, that the requirements of this Section
12.19(b) may be satisfied by the delivery of such balance sheet on or before
January 31, 1998.

12.20. NO LITIGATION. No litigation, inquiry, injunction or restraining
order shall be pending, entered or threatened that, in the reasonable opinion
of the Agent, could reasonably be expected to have a material adverse effect
on (i) the transactions contemplated hereby or the Repurchase, (ii) the
business, assets, liabilities (actual or contingent) operations, condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole, (iii) the ability of the Borrower and its Subsidiaries to perform
their obligations under the Loan Documents, (iv) the rights and remedies of
the Agent and the Banks under the Loan Documents, or (v) the perfection or
priority of any security interests granted to the Agent under the Loan
Documents.

12.21. CONSENTS AND APPROVALS. All governmental and third-party
approvals (including landlords' and other consents) necessary or advisable in
connection with the Repurchase, this Credit Agreement and the continuing
operations of the Borrower and its

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Subsidiaries shall have been obtained and be in full force and effect, and
all applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority that would restrain, prevent
or otherwise impose materially adverse conditions on the Borrower and its
Subsidiaries or the Repurchase.

12.22. OTHER DOCUMENTATION. All other documentation, including any tax
sharing agreements or other financing arrangements of the Borrower and its
Subsidiaries, shall be reasonably satisfactory in form and substance to the
Agent.

12.23. COMMERCIAL FINANCE EXAMINATION. The Agent shall have received and
be satisfied with the results of a commercial finance examination with
respect to the Borrower and its Subsidiaries (including, without limitation)
the Agent's environmental review of the Mortgaged Property and such
environmental consultant reports as shall be desired by the Agent.

12.24. COLLATERAL VALUATION. The Agent shall have received and be
satisfied with appraisals with respect to the Collateral including, without
limitation, third-party market value appraisals with respect to the Mortgaged
Property.

13. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan, and of BKB to issue,
extend or renew any Letter of Credit, in each case whether on or after the
Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties made by or on behalf of each member of this
Perkins Group contained in this Credit Agreement, the other Loan Documents or
in any document or instrument delivered pursuant to or in connection with
this Credit Agreement shall be true as of the date as of which they were made
and shall also be true at and as of the time of the making of such Loan or
the issuance, extension or renewal of such Letter of Credit, with the same
effect as if made at and as of that time (except to the extent of changes
resulting from transactions contemplated or permitted by this Credit
Agreement and the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially
adverse, and to the extent that such representations and warranties relate
expressly to an earlier date) and no Default or Event of Default shall have
occurred and be continuing.

13.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable
opinion of any Bank would make it illegal for such Bank to make such Loan or
to participate in the issuance, extension or renewal of such Letter of Credit
or in the reasonable opinion of the Agent would make it illegal for the Agent
to issue, extend or renew such Letter of Credit.

13.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of
the Federal Reserve System.

13.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents
and all other documents incident thereto shall be satisfactory in substance
and in form to the Banks and to the Agent and the Agent's Special Counsel,
and the Banks, the Agent and such counsel shall have received all information
and such counterpart originals or certified or other copies of such documents
as the Agent may reasonably request.

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14. EVENTS OF DEFAULT; ACCELERATION; ETC.

14.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("Events of Default" or, if the giving of notice or the lapse of time or both
is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

(a) the Borrower shall fail to pay any principal of the Loans or any
Reimbursement Obligation when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of maturity
or at any other date fixed for payment;

(b) the Borrower shall fail to pay any interest on the Loans, the
commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums
due hereunder or under any of the other Loan Documents, when the same shall
become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment;

(c) the Borrower shall fail to comply with any of its covenants
contained in Sections 9.1, 9.4, 9.6, 9.12, 9.14, 10.1 through 10.6, 10.9
through 10.13, 11 and 29 hereof;

(d) the Borrower shall fail to perform any term, covenant or
agreement contained herein (other than those specified in subsections (a),
(b) and (c), above) and such failure shall continue for 30 days;

(e) the Borrower or any of its Subsidiaries shall fail to perform any
term, covenant or agreement contained herein or in any of the other Loan
Documents (other than those specified elsewhere in this Section 14.1) for
fifteen (15) days after written notice of such failure has been given to
the Borrower by the Agent;

(f) any representation or warranty of the Borrower in this Credit
Agreement or any of the other Loan Documents or in any other document or
instrument delivered pursuant to or in connection with this Credit
Agreement shall prove to have been false in any material respect upon the
date when made or deemed to have been made or repeated;

(g) any of the Borrower, its Subsidiaries, or the General Partner
shall fail to pay at maturity, or within any applicable period of grace,
any obligation for borrowed money or credit received or in respect of any
Capitalized Leases in an aggregate amount greater than $500,000, or fail to
observe or perform any material term, covenant or agreement contained in
any agreement by which it is bound, evidencing or securing borrowed money
or credit received or in respect of any Capitalized Leases in an aggregate
amount greater than $500,000 for such period of time as would permit
(assuming the giving of appropriate notice if required) the holder or
holders thereof or of any obligations issued thereunder to accelerate the
maturity thereof;

(h) any of the Borrower, its Subsidiaries, or the General Partner
shall make an assignment for the benefit of creditors, or admit in writing
its inability to pay or generally fail to pay its debts as they mature or
become due, or shall petition or apply for the appointment of a trustee or
other custodian, liquidator or receiver of such Person(s) or of any
substantial part of the assets of such Person's or shall commence any case
or other proceeding relating to under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation
or similar law of any jurisdiction, now or hereafter in effect, or shall
take any action to authorize or in furtherance of any of the foregoing, or
if any such petition or application shall be filed or any such case or
other proceeding shall be commenced against such Person(s) and such

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Person(s) shall indicate its approval thereof, consent thereto or
acquiescence therein or such petition or application shall not have been
dismissed within sixty (60) days following the filing thereof;

(i) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower, or any of
its Subsidiaries, or the General Partner bankrupt or insolvent, or
approving a petition in any such case or other proceeding, or a decree or
order for relief is entered in respect of such Person(s) in an involuntary
case under federal bankruptcy laws as now or hereafter constituted;

(j) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any final
judgment against the Borrower, any of its Subsidiaries, or the General
Partner that, with other outstanding final judgments, undischarged, against
such Person(s) exceeds in the aggregate $1,000,000;

(k) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded or the Agent's security interests, mortgages or liens
in the Collateral shall cease to be perfected or shall cease to have the
priority contemplated by the Security Documents, in each case otherwise
than in accordance with the terms thereof or with the prior written consent
of the Banks, or any action at law, suit or in equity or other legal
proceeding to cancel, revoke or rescind any of the Loan Documents shall be
commenced by or on behalf of the ▇▇▇▇▇▇▇ Group party thereto or any of
their respective stockholders, or any court or any other governmental or
regulatory authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable in accordance with the terms thereof;

(l) with respect to any Guaranteed Pension Plan, an ERISA Reportable
Event shall have occurred and the Majority Banks shall have determined in
their reasonable discretion that such event reasonably could be expected to
result in liability of the Borrower or any of its Subsidiaries to the PBGC
or such Guaranteed Pension Plan in an aggregate amount exceeding $250,000
and such event in the circumstances occurring would be reasonably likely to
constitute grounds for the termination of such Guaranteed Pension Plan by
the PBGC or for the appointment by the appropriate United States of America
District Court of a trustee to administer such Guaranteed Pension Plan; or
a trustee shall have been appointed by such District Court to administer
such Plan; or the PBGC shall have instituted proceedings to terminate such
Guaranteed Pension Plan;

(m) the Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting any material part of
its business and such order shall continue in effect for more than thirty
(30) days;

(n) there shall occur any material damage to, or loss, theft or
destruction of, any Collateral, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation or other casualty, which in
any such case causes, for more than fifteen (15) consecutive days, the
cessation or substantial curtailment or revenue producing activities at any
facility or facilities of the Borrower or any of its Subsidiaries if such
event or circumstance would have a material adverse effect on the business,
assets or condition (financial or otherwise) of the Borrower or such
Subsidiary;

(o) there shall occur the loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired by
the Borrower or any of its Subsidiaries if such loss, suspension,
revocation or failure to renew would have a

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material adverse effect on the business or financial condition of the
Borrower or such Subsidiary;

(p) any of the ▇▇▇▇▇▇▇ Group shall be indicted for a state or federal
crime, or any civil or criminal action shall otherwise have been brought or
threatened against the Borrower or any of its Subsidiaries, a punishment
for which in any such case could include the forfeiture of any assets of
the Borrower or such Subsidiary having a fair market value in excess of
$250,000;

(q) a "Change of Control" under, and as defined in the Senior
Indenture shall have occurred; or

(r) if the Borrower shall, at any time, own or control less than one
hundred percent (100%) of the equity or ownership interests of each of its
Subsidiaries which is a Guarantor;

then, and in any such event, so long as the same may be continuing, (x) the
Agent may, and upon the request of the Majority Banks shall, by notice in
writing to the Borrower declare all amounts owing with respect to this Credit
Agreement, the Notes and the other Loan Documents, and (y) BKB may by notice in
writing to the Borrower declare all amounts owing with respect to the
Reimbursement Obligations to be, and in either case they shall thereupon
forthwith become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
the Borrower; PROVIDED that in the event of any Event of Default specified in
Sections 14.1(h) or 14.1(i), all such amounts shall become immediately due and
payable automatically and without any requirement of notice from the Agent or
any Bank.

14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 14.1(h) or Section 14.1(i) shall occur, any
unused portion of the credit hereunder shall forthwith terminate and each of
the Banks shall be relieved of all further obligations to make Loans to the
Borrower and the Agent shall be relieved of all further obligations to issue,
extend or renew Letters of Credit. If any other Event of Default shall have
occurred and be continuing, the Agent may and, upon the request of the
Majority Banks, shall, by notice to the Borrower, terminate the unused
portion of the credit hereunder, and upon such notice being given such unused
portion of the credit hereunder shall terminate immediately and each of the
Banks shall be relieved of all further obligations to make Loans and the
Agent shall be relieved of all further obligations to issue, extend or renew
Letters of Credit. No termination of the credit hereunder shall relieve the
Borrower or any of its Subsidiaries of any of the Obligations.

14.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 14.1, each Bank, if
owed any amount with respect to the Loans may, with the consent of the
Majority Banks but not otherwise, or BKB, if owed any amount with respect to
the Reimbursement Obligations, may, proceed to protect and enforce its rights
by suit in equity, action at law or other appropriate proceeding, whether for
the specific performance of any covenant or agreement contained in this
Credit Agreement and the other Loan Documents or any instrument pursuant to
which the Obligations to such Bank are evidenced, including as permitted by
applicable law the obtaining of the EX PARTE appointment of a receiver, and,
if such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of such
Bank. No remedy herein conferred upon any Bank or the Agent or the holder of
any Note or purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or any other provision
of law.

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14.4. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that, following
the occurrence or during the continuance of any Default or Event of Default,
the Agent or any Bank, as the case may be, receives any monies in connection
with the enforcement of any the Security Documents, or otherwise with respect
to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Agent for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or
sustained by the Agent in connection with the collection of such monies by
the Agent, for the exercise, protection or enforcement by the Agent of all
or any of the rights, remedies, powers and privileges of the Agent under
this Credit Agreement or any of the other Loan Documents or in respect of
the Collateral or in support of any provision of adequate indemnity to the
Agent against any taxes or liens which by law shall have, or may have,
priority over the rights of the Agent to such monies;

(b) Second, to all other Obligations in such order or preference as
the Majority Banks may determine; PROVIDED, HOWEVER, that (i) distributions
shall be made (A) PARI PASSU among Obligations with respect to the Agent's
fee payable pursuant to Section 6.2 and all other Obligations and (B) with
respect to each type of Obligation owing to the Banks, such as interest,
principal, fees and expenses, among the Banks PRO RATA, and (ii) the Agent
may in its discretion make proper allowance to take into account any
Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or other provisions
for payment in full satisfactory to the Banks and the Agent of all of the
Obligations, to the payment of any obligations required to be paid pursuant
to Section 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth
of Massachusetts; and

(d) Fourth, the excess, if any, shall be returned to the Borrower or
to such other Persons as are entitled thereto.

15. SETOFF.

Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any
of the Banks to the Borrower and any securities or other property of the
Borrower in the possession of such Bank may be applied to or set off by such
Bank against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, of the Borrower to such Bank. Each of the
Banks agrees with each other Bank that (a) if an amount to be set off is to
be applied to Indebtedness of the Borrower to such Bank, other than
Indebtedness evidenced by the Notes held by such Bank, such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness evidenced
by all such Notes held by such Bank, and (b) if such Bank shall receive from
the Borrower, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Notes
held by, such Bank by proceedings against the Borrower at law or in equity or
by proof thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the payment
of the Note or Notes held by such Bank any amount in excess of its ratable
portion of the payments received by all of the Banks with respect to the
Notes held by all of the Banks, such Bank will make such disposition and
arrangements with the other Banks with respect to such excess, either by way
of distribution, PRO TANTO assignment of claims, subrogation or otherwise as
shall result in each Bank receiving in respect of the Notes held by it or its
proportionate payment as contemplated by this Credit Agreement; PROVIDED that
if all or any part of such excess payment is thereafter

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recovered from such Bank, such disposition and arrangements shall be
rescinded and the amount restored to the extent of such recovery, but without
interest.

16. THE AGENT.

16.1. AUTHORIZATION.

(a) The Agent and its affiliates are authorized to take such action
on behalf of each of the Banks and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related
documents delegated to the Agent and its affiliates, together with such
powers as are reasonably incident thereto, PROVIDED that no duties or
responsibilities not expressly assumed herein or therein shall be implied
to have been assumed by the Agent and its affiliates.

(b) The relationship among the Agent, its affiliates and each of the
Banks is that of an independent contractor. The use of the term "Agent" is
for convenience only and is used to describe, as a form of convention, the
independent contractual relationship among the Agent, its affiliates and
each of the Banks. Nothing contained in this Credit Agreement nor the
other Loan Documents shall be construed to create an agency, trust or other
fiduciary relationship among the Agent, its affiliates and any of the
Banks.

(c) As an independent contractor empowered by the Banks to exercise
certain rights and perform certain duties and responsibilities hereunder
and under the other Loan Documents, each of the Agent and its affiliates is
nevertheless a "representative" of the Banks, as that term is defined in
Article 1 of the Uniform Commercial Code, for purposes of actions for the
benefit of the Banks and the Agent with respect to all collateral security
and guaranties contemplated by the Loan Documents. Such actions include
the designation of the Agent as "secured party", "mortgagee" or the like on
all financing statements and other documents and instruments, whether
recorded or otherwise, relating to the attachment, perfection, priority or
enforcement of any security interests, mortgages or deeds of trust in
collateral security intended to secure the payment or performance of any of
the Obligations, all for the benefit of the Banks and the Agent.

16.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through affiliates, employees or agents and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Credit Agreement and the other
Loan Documents. The Agent may utilize the services of such Persons as the
Agent in its sole discretion may reasonably determine, and all reasonable
fees and expenses of any such Persons shall be paid by the Borrower.

16.3. NO LIABILITY. Neither the Agent nor any of its affiliates nor any
of their shareholders, directors, officers or employees nor any other Person
assisting them in their duties nor any agent or employee thereof, shall be
liable for any waiver, consent or approval given or any action taken, or
omitted to be taken, in good faith by it or them hereunder or under any of
the other Loan Documents, or in connection herewith or therewith, or be
responsible for the consequences of any oversight or error of judgment
whatsoever, except that the Agent or such other Person, as the case may be,
may be liable for losses due to its willful misconduct or gross negligence.

16.4. NO REPRESENTATIONS. The Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Notes, the
Letters of Credit, any of the other Loan Documents or any instrument at any time
constituting, or intended to constitute, collateral security for the Notes, or

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for the value of any such collateral security or for the validity,
enforceability or collectability of any such amounts owing with respect to
the Notes, or for any recitals or statements, warranties or representations
made herein or in any of the other Loan Documents or in any certificate or
instrument hereafter furnished to it by or on behalf of the Borrower or any
of its Subsidiaries, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements herein or in any instrument at any time constituting, or intended
to constitute, collateral security for the Notes or to inspect any of the
properties, books or records of the Borrower or any of its Subsidiaries. The
Agent shall not be bound to ascertain whether any notice, consent, waiver or
request delivered to it by the Borrower or any holder of any of the Notes
shall have been duly authorized or is true, accurate and complete. The Agent
has not made nor does it now make any representations or warranties, express
or implied, nor does it assume any liability to the Banks, with respect to
the credit worthiness or financial conditions of the Borrower or any of its
Subsidiaries. Each Bank acknowledges that it has, independently and without
reliance upon the Agent or any other Bank, and based upon such information
and documents as it has deemed appropriate, made its own credit analysis and
decision to enter into this Credit Agreement.

16.5. PAYMENTS.

16.5.1. PAYMENTS TO AGENT. A payment by the Borrower to the Agent
hereunder or any of the other Loan Documents for the account of any Bank
shall constitute a payment to such Bank. The Agent agrees promptly to
distribute to each Bank such Bank's PRO RATA share of payments received by
the Agent for the account of the Banks except as otherwise expressly
provided herein or in any of the other Loan Documents.

16.5.2. DISTRIBUTION BY AGENT. If in the opinion of the Agent the
distribution of any amount received by it in such capacity hereunder, under
the Notes or under any of the other Loan Documents might involve it in
liability, it may refrain from making distribution until its right to make
distribution shall have been adjudicated by a court of competent
jurisdiction. If a court of competent jurisdiction shall adjudge that any
amount received and distributed by the Agent is to be repaid, each Person
to whom any such distribution shall have been made shall either repay to
the Agent its proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as shall be
determined by such court.

16.5.3. DELINQUENT BANKS. Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Bank that fails (a) to make available to the Agent its PRO RATA share of
any Loan or (b) to comply with the provisions of Section 15 with respect to
making dispositions and arrangements with the other Banks, where such
Bank's share of any payment received, whether by setoff or otherwise, is in
excess of its PRO RATA share of such payments due and payable to all of the
Banks, in each case as, when and to the full extent required by the
provisions of this Credit Agreement, shall be deemed delinquent (a
"Delinquent Bank") and shall be deemed a Delinquent Bank until such time as
such delinquency is satisfied. A Delinquent Bank shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on
account of Outstanding Loans, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their respective
PRO RATA shares of all Outstanding Loans. The Delinquent Bank hereby
authorizes the Agent to distribute such payments to the nondelinquent Banks
in proportion to their respective PRO RATA shares of all Outstanding Loans.
A Delinquent Bank shall be deemed to have satisfied in full a delinquency
when and if, as a result of application of the assigned payments to all
Outstanding Loans of the nondelinquent Banks, the Banks' respective PRO
RATA shares of all Outstanding Loans have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

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16.6. HOLDERS OF NOTES. The Agent may deem and treat the payee of any
Note as the absolute owner or purchaser thereof for all purposes hereof until
it shall have been furnished in writing with a different name by such payee
or by a subsequent holder, assignee or transferee.

16.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent has not been reimbursed
by the Borrower as required by Section 19), and liabilities of every nature
and character arising out of or related to this Credit Agreement, the Notes,
or any of the other Loan Documents or the transactions contemplated or
evidenced hereby or thereby, or the Agent's actions taken hereunder or
thereunder, except to the extent that any of the same shall be directly
caused by the Agent's willful misconduct or gross negligence.

16.8. AGENT AS BANK; SYNDICATION AGENT. In its individual capacity, BKB
shall have the same obligations and the same rights, powers and privileges in
respect to its Revolving Credit Commitment and the Loans made by it, and as
the holder of any of the Notes, as it would have were it not also the Agent.
The Syndication Agent shall not have any obligation, liability,
responsibility or duty under this Credit Agreement other than as applicable
to all Banks as such.

16.9. RESIGNATION. The Agent may resign at any time by giving sixty (60)
days prior written notice thereof to the Banks and the Borrower. Upon any
such resignation, the Majority Banks shall have the right to appoint a
successor Agent, such successor Agent being reasonably acceptable to the
Borrower unless a Default or Event of Default shall have occurred and be
continuing. If no successor Agent shall have been so appointed by the
Majority Banks and shall have accepted such appointment within thirty (30)
days after the removal of the Agent, then any Bank shall have the right to
petition a court of competent jurisdiction for the appointment of a successor
Agent. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation, the
provisions of this Credit Agreement and the other Loan Documents shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Agent.

16.10. REMOVAL OF AGENT. The Borrower may, but shall have no obligation
to, remove the Agent from its capacity as Agent upon the merger or
consolidation of the Agent with or into any Person or upon the appointment of
the Federal Deposit Insurance Corporation as receiver for the Agent as a
result of the Agent's insolvency, by giving sixty (60) days prior written
notice thereof to the Agent and the Banks. Upon any such removal, the
Majority Banks shall have the right to appoint a successor Agent, such
successor Agent being reasonably acceptable to the Borrower unless a Default
or Event of Default shall have occurred and be continuing. If no successor
Agent shall have been so appointed by the Majority Banks and shall have
accepted such appointment within thirty (30) days after the removal of the
Agent, then any Bank shall have the right to petition a court of competent
jurisdiction for the appointment of a successor Agent. Upon the acceptance
of any appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the removed Agent, and the removed Agent
shall be discharged from its duties and obligations hereunder. After any
removal of the Agent, the provisions of this Credit Agreement and the other
Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

16.11. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank hereby
agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agent thereof. The Agent hereby agrees
that upon receipt of any notice under this Section 16.11 or

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Section 9.5.1 it shall promptly notify the other Banks of the existence of
such Default or Event of Default.

16.12. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events of
Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent shall, if (i)
so requested by the Majority Banks and (ii) the Banks have provided to the
Agent such additional indemnities and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to enforce the
provisions of the Security Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such
other legal and equitable and other rights or remedies as it may have in
respect of such Collateral. The Majority Banks may direct the Agent in
writing as to the method and the extent of any such sale or other
disposition, the Banks hereby agreeing to indemnify and hold the Agent,
harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, PROVIDED that the Agent need not
comply with any such direction to the extent that the Agent reasonably
believes the Agent's compliance with such direction to be unlawful or
commercially unreasonable in any applicable jurisdiction.

17. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

17.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. The Borrower
acknowledges that from time to time financial advisory, investment banking
and other services may be offered or provided to the Borrower or one or more
of its Subsidiaries, in connection with this Credit Agreement or otherwise,
by a Section 20 Subsidiary. The Borrower, for itself and each of its
Subsidiaries, hereby authorizes (a) such Section 20 Subsidiary to share with
the Agent and each Bank any information delivered to such Section 20
Subsidiary by the Borrower or any of its Subsidiaries, and (b) the Agent and
each Bank to share with such Section 20 Subsidiary any information delivered
to the Agent or such Bank by the Borrower or any of its Subsidiaries pursuant
to this Credit Agreement, or in connection with the decision of such Bank to
enter into this Credit Agreement; it being understood, in each case, that any
such Section 20 Subsidiary receiving such information shall be bound by the
confidentiality provisions of this Credit Agreement. Such authorization
shall survive the payment and satisfaction in full of all of Obligations.

17.2. CONFIDENTIALITY. Each of the Banks and the Agent agrees, on behalf
of itself and each of its affiliates, directors, officers, employees and
representatives, to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential
information of the same nature and in accordance with safe and sound banking
practices, any non-public information supplied to it by the Borrower or any
of its Subsidiaries pursuant to this Credit Agreement that is identified by
such Person as being confidential at the time the same is delivered to the
Banks or the Agent, PROVIDED that nothing herein shall limit the disclosure
of any such information (a) after such information shall have become public
other than through a violation of this Section 17, (b) to the extent required
by statute, rule, regulation or judicial process, (c) to counsel for any of
the Banks or the Agent, (d) to bank examiners or any other regulatory
authority having jurisdiction over any Bank or the Agent, or to auditors or
accountants, (e) to the Agent, any Bank or any Section 20 Subsidiary, (f) in
connection with any litigation to which any one or more of the Banks, the
Agent or any Section 20 Subsidiary is a party, or in connection with the
enforcement of rights or remedies hereunder or under any other Loan Document,
(g) to a Subsidiary or affiliate of such Bank as provided in Section 17.1 or
(h) to any assignee or participant (or prospective assignee or participant)
so long as such assignee or participant agrees to be bound by the provisions
of Section 21.6.

17.3. PRIOR NOTIFICATION. Unless specifically prohibited by applicable
law or court order, each of the Banks and the Agent shall, prior to
disclosure thereof, notify the Borrower of any request for disclosure of any
such non-public information by any governmental agency or

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representative thereof (other than any such request in connection with an
examination of the financial condition of such Bank by such governmental
agency) or pursuant to legal process.

17.4. OTHER. In no event shall any Bank or the Agent be obligated or
required to return any materials furnished to it or any Section 20 Subsidiary
by the Borrower or any of its Subsidiaries. The obligations of each Bank
under this Section 17 shall supersede and replace the obligations of such
Bank under any confidentiality letter in respect of this financing signed and
delivered by such Bank to the Borrower prior to the date hereof and shall be
binding upon any assignee of, or purchaser of any participation in, any
interest in any of the Loans or Reimbursement Obligations from any Bank.

18. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) any taxes (including any
interest and penalties in respect thereto) payable by the Agent or any of the
Banks (other than taxes based upon the Agent's or any Bank's net income) on
or with respect to the transactions contemplated by this Credit Agreement
(the Borrower hereby agreeing to indemnify the Agent and each Bank with
respect thereto), (c) the reasonable fees, expenses and disbursements of the
Agent's Special Counsel and any local counsel to the Agent incurred in
connection with the preparation, syndication, administration, interpretation
or recordation of the Loan Documents and the other instruments mentioned
herein, each closing hereunder, and amendments, modifications, approvals,
consents or waivers hereto or hereunder, (d) the fees, expenses and
disbursements of the Agent, the Arranger and their affiliates incurred in
connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned herein,
including all title insurance premiums and surveyor, engineering and
appraisal charges, the fees and expenses relating to collateral examinations,
and the fees and expenses of environmental consultants (e) all reasonable
out-of-pocket expenses (including without limitation reasonable attorneys'
fees and costs, which attorneys may be employees of any Bank or the Agent,
and reasonable consulting, accounting, appraisal, investment banking and
similar professional fees and charges) incurred by any Bank or the Agent in
connection with (i) the enforcement of or preservation of rights under any of
the Loan Documents against the Borrower or any of its Subsidiaries or the
administration thereof after the occurrence of a Default or Event of Default
and (ii) any litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to any Bank's, the Agent's or the Arranger's
relationship with the Borrower or any of its Subsidiaries and (f) all
reasonable fees, expenses and disbursements of any Bank or the Agent incurred
in connection with UCC searches, UCC filings or mortgage recordings. The
covenants of this Section 18 shall survive payment or satisfaction of all
other Obligations.

19. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent, the
Arranger and their affiliates, and the Banks and their affiliates from and
against any and all claims, actions and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Credit Agreement
or any of the other Loan Documents or the transactions contemplated hereby
including, without limitation, (a) any actual or proposed use by the Borrower
or any of its Subsidiaries of the proceeds of any of the Loans or Letters of
Credit, (b) the Borrower or any of its Subsidiaries entering into or
performing this Credit Agreement or any of the other Loan Documents or (c)
with respect to the Borrower and its Subsidiaries and their respective
properties and assets, the violation of any Environmental Law, the presence,
disposal, escape, seepage, leakage, spillage, discharge, emission, release or
threatened release of any hazardous

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substances or any action, suit, proceeding or investigation brought or
threatened with respect to any hazardous substances (including, but not
limited to, claims with respect to wrongful death, personal injury or damage
to property), in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred
in connection with any such investigation, litigation or other proceeding;
PROVIDED, HOWEVER, (i) so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower shall not be required to pay the
fees and expenses of more than one counsel for the Agent and the Banks,
unless the Agent or a Bank shall have delivered to the Borrower an opinion of
counsel to the Agent or such Bank stating that the interests of the Agent and
such Bank are sufficiently divergent from the interests of the other Banks
or, as the case may be, the Agent, such that it would be inappropriate for
such Persons to be represented by the same counsel and (ii) the Borrower
shall not be obligated to indemnify any Person under this Section 19 for any
claims, proceedings, liabilities, losses, damages, settlement payments,
obligations, and expenses to the extent that the same result from the willful
misconduct or gross negligence of such Person. In litigation, or the
preparation therefor, the Banks and the Agent shall be entitled to select
their own counsel and, in addition to the foregoing indemnity, the Borrower
agrees to pay promptly the reasonable fees and expenses of such counsel. If,
and to the extent that the obligations of the Borrower under this Section 19
are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment in satisfaction of such obligations which
is permissible under applicable law. The covenants contained in this Section
19 shall survive payment or satisfaction in full of all other Obligations.

20. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower or any of its Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Banks and the
Agent, notwithstanding any investigation heretofore or hereafter made by any
of them, and shall survive the making by the Banks of any of the Loans and
the issuance, extension or renewal of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any
Letter of Credit or any amount due under this Credit Agreement or the Notes
or any of the other Loan Documents remains Outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue, extend
or renew any Letter of Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement. All statements contained in
any certificate or other paper delivered to any Bank or the Agent at any time
by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto or
in connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower or such Subsidiary hereunder.

21. ASSIGNMENT AND PARTICIPATION.

CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each
Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all
or a portion of its Revolving Credit Commitment Percentage and Revolving
Credit Commitment and the same portion of the Loans at the time owing to it,
the Revolving Credit Notes held by it and its participating interest in the
risk relating to any Letters of Credit; PROVIDED that (a) unless such
assignment is to an affiliate of a Bank which is owned by the same holding
company owning such Bank, the Agent shall have given its prior written
consent to such assignment (such consent not to be unreasonably withheld),
(b) unless such assignment is to an affiliate of a Bank which is owned by the
same holding company owning such Bank and so long as no Default or Event of
Default has occurred and is continuing, the Borrower shall have given its
prior written consent to such assignment (such consent not to be unreasonably
withheld), (c) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Bank's rights and obligations under
this Credit Agreement, (d) each assignment shall be in an amount that is a
minimum of $5,000,000 (or if less, such Bank's entire Loans and Revolving
Credit Commitment) and (e) the

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parties to such assignment shall execute and deliver to the Agent, for
recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of EXHIBIT D hereto (an "Assignment and
Acceptance"), together with any Notes subject to such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, which effective date shall
be at least five (5) Business Days after the execution thereof, (x) the
assignee thereunder shall be a party hereto and, to the extent provided in
such Assignment and Acceptance, have the rights and obligations of a Bank
hereunder, and (y) the assigning Bank shall, to the extent provided in such
assignment and upon payment to the Agent of the registration fee referred to
in Section 21.3, be released from its obligations under this Credit
Agreement.

21.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS. By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other
parties hereto as follows:

(a) other than the representation and warranty that it is the legal
and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, the assigning Bank makes no representation or
warranty, express or implied, and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
this Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
the attachment, perfection or priority of any security interest or
mortgage,

(b) the assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower and its Subsidiaries or any other Person primarily or secondarily
liable in respect of any of the Obligations, or the performance or
observance by the Borrower and its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations of any
of their obligations under this Credit Agreement or any of the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto;

(c) such assignee confirms that it has received a copy of this Credit
Agreement, together with copies of the most recent financial statements
referred to in Section 8.4 and Section 9.4 and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance;

(d) such assignee will, independently and without reliance upon the
assigning Bank, the Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Credit
Agreement;

(e) such assignee represents and warrants that it is an Eligible
Assignee;

(f) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Credit
Agreement and the other Loan Documents as are delegated to the Agent by the
terms hereof or thereof, together with such powers as are reasonably
incidental thereto;

(g) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Credit
Agreement are required to be performed by it as a Bank;

(h) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; and

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(i) such assignee confirms that it has made satisfactory arrangements
with the assigning Bank with respect to Letter of Credit Fees.

21.3. REGISTER. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register")
for the recordation of the names and addresses of the Banks and the Revolving
Credit Commitment Percentage of, and principal amount of the Loans owing to
the Banks from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Borrower, the Agent and the Banks
may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Credit Agreement. The Register shall be
available for inspection by the Borrower and the Banks at any reasonable time
and from time to time upon reasonable prior notice. Upon each such
recordation, the assigning Bank agrees to pay to the Agent a registration fee
in the sum of $3,500.

21.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject
to such assignment, the Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrower
and the Banks (other than the assigning Bank). Within five (5) Business Days
after receipt of such notice, the Borrower, at its own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note, a new Note
to the order of such Eligible Assignee in an amount equal to the amount
assumed by such Eligible Assignee pursuant to such Assignment and Acceptance
and, if the assigning Bank has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Bank in an amount equal
to the amount retained by it hereunder. Such new Notes shall provide that
they are replacements for the surrendered Notes, shall be in an aggregate
principal amount equal to the aggregate principal amount of the surrendered
Notes, shall be dated the effective date of such Assignment and Acceptance
and shall otherwise be substantially the form of the assigned Notes. Within
five (5) days of issuance of any new Notes pursuant to this Section 21.4, the
Borrower shall, upon the request of the Agent, deliver an opinion of counsel,
addressed to the Banks and the Agent, relating to the due authorization,
execution and delivery of such new Notes and the legality, validity and
binding effect thereof, in form and substance satisfactory to the Banks. The
surrendered Notes shall be cancelled and returned to the Borrower.

21.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents;
PROVIDED that (a) each such participation shall be in an amount of not less
than $5,000,000, (b) any such sale or participation shall not affect the
rights and duties of the selling Bank hereunder to the Borrower and (c) the
only rights granted to the participant pursuant to such participation
arrangements with respect to waivers, amendments or modifications of the Loan
Documents shall be the rights to approve waivers, amendments or modifications
that would reduce the principal of or the interest rate on any Loans, extend
the term or increase the amount of the Revolving Credit Commitment of such
Bank as it relates to such participant, reduce the amount of any commitment
fees to which such participant is entitled or extend any regularly scheduled
payment date for principal or interest.

21.6. DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement
to assignees or participants and potential assignees or participants
hereunder; PROVIDED that such assignees or participants or potential
assignees or participants shall agree (a) to treat in confidence such
information unless such information otherwise becomes public knowledge, (b)
not to disclose such information to a third party, except as required by law
or legal process and (c) not to make use of such information for purposes of
transactions unrelated to such contemplated assignment or participation.

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21.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank
shall have no right to vote as a Bank hereunder or under any of the other
Loan Documents for purposes of granting consents or waivers or for purposes
of agreeing to amendments or other modifications to any of the Loan Documents
or for purposes of making requests to the Agent pursuant to Section 14.1 or
Section 14.2, and the determination of the Majority Banks shall for all
purposes of this Agreement and the other Loan Documents be made without
regard to such assignee Bank's interest in any of the Loans. If any Bank
sells a participating interest in any of the Loans to a participant, and such
participant is the Borrower or an Affiliate of the Borrower, then such
transferor Bank shall promptly notify the Agent of the sale of such
participation. A transferor Bank shall have no right to vote as a Bank
hereunder or under any of the other Loan Documents for purposes of granting
consents or waivers or for purposes of agreeing to amendments or
modifications to any of the Loan Documents or for purposes of making requests
to the Agent pursuant to Section 14.1 or Section 14.2 to the extent that such
participation is beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Majority Banks shall for all purposes
of this Agreement and the other Loan Documents be made without regard to the
interest of such transferor Bank in the Loans to the extent of such
participation.

21.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to Section 19 with respect to
any claims or actions arising prior to the date of such assignment. If any
assignee Bank is not incorporated under the laws of the United States of
America or any state thereof, it shall, prior to the date on which any
interest or fees are payable hereunder or under any of the other Loan
Documents for its account, deliver to the Borrower and the Agent
certification as to its exemption from deduction or withholding of any United
States of America federal income taxes. Anything contained in this Section 21
to the contrary notwithstanding, any Bank may at any time pledge all or any
portion of its interest and rights under this Credit Agreement (including all
or any portion of its Notes) to any of the twelve Federal Reserve Banks
organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341.
No such pledge or the enforcement thereof shall release the pledgor Bank from
its obligations hereunder or under any of the other Loan Documents.

21.9. ASSIGNMENT BY BORROWER AND GUARANTORS. Neither the Borrower nor
any Guarantor shall assign or transfer any of their rights or obligations
under any of the Loan Documents without the prior written consent of each of
the Banks.

22. NOTICES, ETC.

Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to
this Credit Agreement or the Notes or any Letter of Credit Applications shall
be in writing and shall be delivered in hand, mailed by United States of
America registered or certified first class mail, postage prepaid, sent by
overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Borrower or any Guarantor, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, with a
copy sent to the attention of the General Counsel of the Borrower at the
same address or at such other address for notice as the Borrower shall last
have furnished in writing to the Person giving the notice;

(b) if to the Agent, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, or such other
address for notice as the Agent shall last have furnished in writing to the
Person giving the notice; and

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(c) if to any Bank, at such Bank's address set forth on SCHEDULE 1
hereto, or such other address for notice as such Bank shall have last
furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (x) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(y) if sent by registered or certified first-class mail, postage prepaid, on the
third Business Day following the mailing thereof.

23. GOVERNING LAW.

THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AND EACH GUARANTOR AGREE THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY
BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL
COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH
COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER
AND EACH GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN Section 22. THE
BORROWER AND EACH GUARANTOR HEREBY WAIVE ANY OBJECTION THAT THEY MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.

24. HEADINGS.

The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

25. COUNTERPARTS.

This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of
which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement
it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.

26. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Credit
Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in Section 28.

27. WAIVER OF JURY TRIAL.

The Borrower and each Guarantor hereby waive their rights to a jury
trial with respect to any action or claim arising out of any dispute in
connection with this Credit Agreement, the Notes or any of the other Loan
Documents, any rights or obligations hereunder or thereunder or the
performance of which rights and obligations. Except as prohibited by law,
the Borrower and

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each Guarantor hereby waive any right they may have to claim or recover in
any litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition
to, actual damages. The Borrower and each Guarantor (a) certify that no
representative, agent or attorney of any Bank or the Agent has represented,
expressly or otherwise, that such Bank or the Agent would not, in the event
of litigation, seek to enforce the foregoing waivers and (b) acknowledges
that the Agent and the Banks have been induced to enter into this Credit
Agreement, the other Loan Documents to which it is a party and the
Subordination Documents to which it is a party by, among other things, the
waivers and certifications contained herein.

28. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Except as otherwise expressly provided in this Credit Agreement, any
consent or approval required or permitted by this Credit Agreement to be
given by the Banks may be given, and any term of this Credit Agreement, the
other Loan Documents or any other instrument related hereto or mentioned
herein may be amended, and the performance or observance by the Borrower or
any of its Subsidiaries of any terms of this Credit Agreement, the other Loan
Documents or such other instrument or the continuance of any Default or Event
of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written
consent of the Borrower, the Guarantors and the written consent of the
Majority Banks. Notwithstanding the foregoing, the rate of interest on the
Notes may not be decreased (other than interest accruing pursuant to Section
6.11.2 following the effective date of any waiver by the Majority Banks of
the Default or Event of Default relating thereto), the term of the Notes, the
timing or amount of any required payments of principal and interest
hereunder, the amount of the Revolving Credit Commitments of the Banks, the
release of any material portion of the Collateral or any Guarantor from its
obligations under the Guaranty, the amount of commitment fee hereunder, the
definition of Majority Banks and this Section 28 may not be changed without
the written consent of the Borrower and the written consent of each of the
Banks affected thereby; and the amount of the Agent's Fee payable for the
Agent's account or any Letter of Credit Fees payable for BKB's account, and
Section 5 or Section 17 may not be amended without the written consent of BKB
and the Agent. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of
dealing or delay or omission on the part of the Agent or any Bank in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrower shall entitle
the Borrower to other or further notice or demand in similar or other
circumstances.

29. GUARANTY.

29.1. GUARANTY. The Obligations of the Borrower to the Banks hereunder
shall be guaranteed by the Guarantors pursuant to this Section 29 (the
"Guaranty").

29.2. GUARANTEED OBLIGATIONS. Each of the Guarantors acknowledges that
it is a member of a group of related companies with the Borrower, that it
expects to derive substantial direct and indirect benefits from the
extensions of credit by the Agent and the Banks to the Borrower pursuant
hereto (which benefits are hereby acknowledged), and that the execution and
delivery of this Guaranty is a condition precedent to the Agent and the Banks
entering into this Agreement and the other Loan Documents. For value
received and hereby acknowledged and as an inducement to the Banks to make
the Loans available to the Borrower and for BKB to issue the Letters of
Credit for the account of the Borrower, each of the Guarantors hereby
unconditionally and irrevocably, jointly and severally guarantees: (a) the
full punctual payment when due, whether at stated maturity, by acceleration
or otherwise, of all obligations of the Borrower now or hereafter existing
hereunder and under the Notes or the other Loan Documents, whether for
principal, interest, fees, expenses, or otherwise, and (b) the strict
performance and observance by the Borrower of its obligations under this
Agreement and the

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other Loan Documents and of all agreements, warranties and covenants
applicable to the Borrower in this Agreement and the other Loan Documents
(such obligations collectively being the "Guaranteed Obligations").

29.3. GUARANTY ABSOLUTE. The Guarantors guarantee that the Guaranteed
Obligations will be paid strictly in accordance with the terms hereof and of
the Notes, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Banks with respect thereto to the extent permitted by law. The guaranty
provided by each Guarantor hereunder is a guaranty of payment and not merely
of collection. Each Guarantor's Guaranteed Obligations are independent of,
and separate from, the Obligations of the Borrower and the Guaranteed
Obligations of the other Guarantors, and shall not be released by, but shall
survive as if the same have not been made, any and all payments by any
obligor of the Obligations or Guaranteed Obligations or the application of
any proceeds from or collateral security for the Obligations or Guaranteed
Obligations until all of such obligations are fully paid and finally
discharged. The liability of each Guarantor under this Guaranty with regard
to the Guaranteed Obligations of the Borrower shall, to the extent permitted
by law, be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of this Credit Agreement
with respect to the Borrower (with regard to such Guaranteed Obligations),
the Notes of the Borrower, or any other agreement or instrument relating
thereto;

(b) any change in the time, manner or place of payment of, or in any
other term, of, all or any of the Guaranteed Obligations or any other
amendment or waiver of or any consent to departure from any of the terms of
the Loan Documents;

(c) any exchange, release or nonperfection of a lien on any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed
Obligations of the Borrower;

(d) any change in ownership of the Borrower;

(e) any acceptance of any partial payment(s) from the Borrower; or

(f) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Borrower in respect of the Guaranteed
Obligations.

This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by the Banks upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, all as though such
payment had not been made.

29.4. AUTHORIZED ACTIONS. Each Guarantor authorizes the Agent and the
Banks in their discretion, without notice to such Guarantor, irrespective of
any change in the financial condition of the Borrower, such Guarantor or any
other Guarantor since the date hereof, and without affecting or impairing in
any way the liability of such Guarantor hereunder, from time to time to (a)
create new Guaranteed Obligations and, either before or after receipt of
notice of revocation, renew, compromise, extend, accelerate or otherwise
change the time for payment or performance of, or otherwise change the terms
of the Guaranteed Obligations or any part thereof, including increase or
decrease of the rate of interest thereon; (b) take and hold security for the
payment or performance of the Guaranteed Obligations and exchange, enforce,
waive or release any such security; (c) apply such security and direct the
order or manner of sale thereof; (d) purchase such security at public or
private sale; (e) otherwise exercise any right or remedy it may have against
the Borrower, such Guarantor, any other Guarantor or any security, including,
without limitation, the right to foreclose upon any such security by judicial
or non-

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judicial sale; (f) settle, compromise with, release or substitute any
one or more makers, endorsers or guarantors of the Guaranteed Obligations;
and (g) subject to Section 21, assign the Guaranteed Obligations, the
provisions of this Section 29, or any of the Loan Documents in whole or in
part.

29.5. EFFECTIVENESS; ENFORCEMENT. The Guaranty herein of the Guarantors
shall be effective and shall be deemed to be made with respect to each Loan
made to the Borrower as of the time it is made and with respect to each
Letter of Credit issued as of the time of issuance. No invalidity,
irregularity or unenforceability by reason of any bankruptcy or similar law,
or any law or order of any government or agency thereof purporting to reduce,
amend or otherwise affect any liability of the Borrower, and no defect in or
insufficiency or want of powers of the Borrower or irregular or improperly
recorded exercise thereof, shall impair, affect, be a defense to or claim
against this Guaranty. This Guaranty is a continuing guaranty and shall (a)
survive any termination of this Agreement and (b) remain in full force and
effect until payment in full of, and performance of all Guaranteed
Obligations and all other amounts payable under these guaranties. This
Guaranty is made for the benefit of the Agent and the Banks and their
successors and assigns, and may be enforced from time to time as often as
occasion therefor may arise and without requirement on the part of the Banks
first to exercise any rights against the Borrower or to exhaust any remedies
available to them against the Borrower or to resort to any other source or
means of obtaining payment of any of the Obligations or to elect any other
remedy.

29.6. WAIVER. Each Guarantor to the extent permitted by law hereby
waives promptness, diligence, protest, notice of protest, all suretyship
defenses, notice of acceptance and any other notice with respect to any of
the Guaranteed Obligations and this guaranty and any requirement that the
Banks protect, secure, perfect or otherwise take action to ensure any
security interest or lien or any property subject thereto or exhaust any
right or take any action against the Borrower or any other Person or any
collateral. Each Guarantor also irrevocably waives, to the fullest extent
permitted by law, all defenses which at any time may be available to it in
respect of the Guaranteed Obligations by virtue of any statute of
limitations, valuation, stay, moratorium law or other similar law now or
hereafter in effect. Further, each Guarantor expressly waives the right to
require the Agent or any Bank first to (a) pursue the Borrower or any other
Guarantor or any other Person, (b) proceed against or exhaust any collateral,
or any other security or guaranty that may be held for the Obligations or the
Guaranteed Obligations, or to apply any such security or guaranty to the
Obligations or Guaranteed Obligations or (c) pursue any other remedy in the
Agent's or any Bank's power whatsoever, before seeking from such Guarantor
payment in full of its Guaranteed Obligations or proceeding against such
Guarantor for same.

29.7. SUBORDINATION; SUBROGATION RIGHTS. Until the payment and
performance in full of all Obligations, no Guarantor shall exercise any
rights against the Borrower arising as a result of payment by such Guarantor
hereunder, and no Guarantor will prove any claim in competition with the
Banks or any affiliate of any Banks in respect of any payment hereunder in
bankruptcy or insolvency proceedings of any nature; no Guarantor will claim
any set-off or counterclaim against the Borrower in respect of any liability
of such Guarantor to the Borrower; and each Guarantor waives any benefit of
and any right to participate in any collateral which may be held by the Banks
or any affiliate of any Banks. The payment of any amounts due with respect to
any Indebtedness of the Borrower now or hereafter held by any Guarantor is
hereby subordinated to the prior payment in full of the Obligations. Each
Guarantor agrees that after the occurrence of any default in the payment or
performance of the Obligations, such Guarantor will not demand, ▇▇▇ for, or
otherwise attempt to collect any such Indebtedness of the Borrower to such
Guarantor until the Obligations shall have been paid in full. If,
notwithstanding the foregoing sentence, any Guarantor shall collect or
receive any amounts in respect of such indebtedness, such amounts shall be
collected and received by such Guarantor as trustee for the Agent Banks and
be paid over to the Agent for the benefit of the Agent and the Banks on

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account of the Obligations without affecting in any manner the liability of
such Guarantor under the other provisions of its Guaranty. Notwithstanding
any other provision of this Section 29, each Guarantor hereby waives all
rights of subrogation against the Borrower until the Obligations have been
fully satisfied and discharged. Each Guarantor hereby acknowledges that the
waiver contained in the preceding sentence (the "Subrogation Waiver") is
given as an inducement to the Agent and the Banks to consummate the
transactions contemplated by this Credit Agreement, the other Loan Documents
and any other agreement referred to herein and, in consideration of the
willingness of the Agent and the Banks to consummate said transactions, each
Guarantor agrees that it shall not in any way amend or modify the Subrogation
Waiver without the prior written consent of the Banks. Each Guarantor
further acknowledges that the Subrogation Waiver is made for the benefit of
the Banks and the Agent, whether a party hereto on the date hereof or
becoming a party hereto thereafter, whether the claim of any such Bank or the
Agent against the Borrower is direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise. The
Subrogation Waiver and the provisions of this section shall survive the
expiration or termination of the Credit Agreement and the other Loan
Documents.

29.8. CONCERNING JOINT AND SEVERAL LIABILITY OF THE GUARANTORS.

(a) Each of the Guarantors is accepting joint and several liability
hereunder and under the other Loan Documents in consideration of the
financial accommodations to be provided by the Agent and the Banks under
this Credit Agreement, for the mutual benefit, directly and indirectly, of
each of the Guarantors and in consideration of the undertakings of each
other Guarantor to accept joint and several liability for the Guaranteed
Obligations.

(b) Each of the Guarantors, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the Borrower and the other
Guarantors, with respect to the payment and performance of all of the
Guaranteed Obligations (including, without limitation, any Guaranteed
Obligations arising under this Section 29), it being the intention of the
parties hereto that all the Guaranteed Obligations shall be the joint and
several obligations of each of the Borrower and the Guarantors without
preferences or distinction among them.

(c) If and to the extent that the Borrower or any Guarantor shall
fail to make any payment with respect to any of the Guaranteed Obligations
as and when due or to perform any of the Guaranteed Obligations in
accordance with the terms thereof, then in each such event the other
Guarantors will make such payment with respect to, or perform, such
Guaranteed Obligation.

(d) The Guaranteed Obligations of TRC, PRI and PMC shall be limited
in recourse to the Equity Interests in the Borrower owned by each such
Person. The Guaranteed Obligations of each of the other Guarantors under
the provisions of this Section 29 constitute full recourse obligations of
each of such Guarantors enforceable against each such Person to the full
extent of its properties and assets, irrespective of the validity,
regularity or enforceability of this Agreement or any other circumstance
whatsoever.

(e) Except as otherwise expressly provided in this Credit Agreement,
each of the Guarantors hereby waives notice of acceptance of its joint and
several liability, notice of any Loans made or Letters of Credit issued
under this Agreement, notice of any action at any time taken or omitted by
the Agent or the Banks under or in respect of any of the Guaranteed
Obligations, and, generally, to the extent permitted by applicable law, all
demands, notices and other formalities of every kind in connection with
this Credit Agreement. Each of the Guarantors hereby assents to, and
waives notice of, any

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extension or postponement of the time for the payment of any of the
Guaranteed Obligations, the acceptance of any payment of any
of the Guaranteed Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by the Agent
or the Banks at any time or times in respect of any default by any of the
Borrower or the Guarantors in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by the Agent or the Banks in respect of any of the
Guaranteed Obligations, and the taking, addition, substitution or release,
in whole or in part, at any time or times, of any security for any of the
Guaranteed Obligations or the addition, substitution or release, in whole
or in part, of any of the Borrower or the Guarantors. Without limiting the
generality of the foregoing, each of the Guarantors assents to any other
action or delay in acting or failure to act on the part of the Banks or the
Agent with respect to the failure by any of the Borrower or the Guarantors
to comply with any of its respective Guaranteed Obligations, including,
without limitation, any failure strictly or diligently to assert any right
or to pursue any remedy or to comply fully with applicable laws or
regulations thereunder, which might, but for the provisions of this Section
29, afford grounds for terminating, discharging or relieving any of the
Borrower or the Guarantors, in whole or in part, from any of its Guaranteed
Obligations hereunder, it being the intention of each of the Guarantors
that, so long as any of the Obligations hereunder remain unsatisfied, the
Guaranteed Obligations of such Guarantors under this Section 29 shall not
be discharged except by performance and then only to the extent of such
performance. The Guaranteed Obligations of each of the Guarantors under
this Section 29 shall not be diminished or rendered unenforceable by any
winding up, reorganization, arrangement, liquidation, reconstruction or
similar proceeding with respect to any of the Borrower or the Guarantors or
the Banks or the Agent. The joint and several liability of the Guarantors
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, consolidation, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of
the Borrower or any of the Guarantors or any of the Banks or the Agent.

(f) Each Guarantor shall be liable under this Credit Agreement only
for the maximum amount of such liabilities that can be incurred under
applicable law without rendering this Credit Agreement, as it relates to
such Guarantor, voidable under applicable law relating to fraudulent
conveyance and fraudulent transfer, and not for any greater amount.
Accordingly, if any provisions of this Credit Agreement creating any
obligation of any Guarantor in favor of any Bank or the Agent shall be
declared to be invalid or unenforceable in any respect or to any extent, it
is the stated intention and agreement of the Guarantors, the Agent, and the
Banks that any balance of the obligation created by such provision and all
other obligations of the Guarantors to the Banks or the Agent created by
other provisions of this Credit Agreement shall remain valid and
enforceable, and that all sums not in excess of those permitted under
applicable law shall remain fully collectible by the Banks and the Agent
from the Guarantors.

(g) The provisions of this Section 29 are made for the benefit of the
Agent and the Banks and their successors and assigns, and may be enforced
in good faith by them from time to time against any or all of the
Guarantors as often as occasion therefor may arise and without requirement
on the part of the Agent or the Banks first to marshal any of their claims
or to exercise any of their rights against the Borrower or any other
Guarantors or to exhaust any remedies available to them against the
Borrower or any other Guarantors or to resort to any other source or means
of obtaining payment of any of the obligations hereunder or to elect any
other remedy. The provisions of this Section 29 shall remain in effect
until all of the Guaranteed Obligations shall have been paid in full or
otherwise fully satisfied and the Commitments have expired. If at any
time, any payment, or any part thereof, made in respect of any of the
Guaranteed Obligations, is

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rescinded or must otherwise be restored or returned by the Banks, or the
Agent upon the insolvency, bankruptcy or reorganization of the Borrower or
any of the Guarantors, or otherwise, the provisions of this Section 29 will
forthwith be reinstated in effect, as though such payment had not been
made.

29.9. NEW GUARANTORS. In the event that, after the Closing Date, the
Borrower or any Guarantor acquires or initiates the incorporation of a new
wholly-owned Subsidiary of the Borrower, such Subsidiary shall concurrently
with such event or as soon as practicable thereafter execute and deliver to
the Agent an instrument of joinder and accession, in form and substance
satisfactory to the Agent and the Banks, pursuant to which such newly-created
or acquired wholly-owned Subsidiary shall join this Credit Agreement, and
shall accede to all of the rights and obligations of a Guarantor hereunder
and thereunder, and, pursuant thereto shall, among other things, guaranty the
complete payment and performance of the Guaranteed Obligations, make the
waivers set forth herein (including, without limitation, those set forth in
Section 29.6 hereof). Further, such Subsidiary shall execute and/or deliver
to the Agent such other documentation as the Agent may reasonably request in
furtherance of the intent of this Section 29.9, including, without
limitation, documentation of the type required to be supplied by the initial
Guarantors as a condition precedent to the initial Loans made hereunder
pursuant to Section 12 hereof.

29.10. LIMITATION ON LIABILITY. Notwithstanding anything to the contrary
set forth herein, the liability of TRC, PRI and PMC under this Guaranty shall
be limited in recourse to the Equity Interests of the Borrower owned by such
Person.

30. SEVERABILITY.

The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction,
and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Credit Agreement in
any jurisdiction.

31. RIGHT TO PUBLICIZE.

The Borrower and each of the Guarantors hereby acknowledges that the
Agent will have the right to publicize the transactions contemplated hereby
by means of a tombstone advertisement or other customary advertisement in
newspapers and other periodicals. The Agent agrees to provide the Borrower
and each of the Guarantors with the opportunity to review any such tombstone
advertisement prior to publication thereof and to provide reasonable comments
as to the accuracy and contents thereof.

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P.
By: ▇▇▇▇▇▇▇ Management Company, Inc., its
General Partner