CREDIT AGREEMENT by and among TEXAS BOTTLING GROUP, INC. as Borrower,

EXHIBIT 10.67

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CREDIT AGREEMENT

by and among

TEXAS BOTTLING GROUP, INC.
as Borrower,

NATIONSBANK, NATIONAL ASSOCIATION ,
as Agent and as Lender

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

March 11, 1998

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TABLE OF CONTENTS

Page
ARTICLE I

Definitions and Terms

1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.2. Rules of Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE II

The Revolving Credit Facility

2.1. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.2. Payment of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.3. Payment of Principal . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.4. Non-Conforming Payments. . . . . . . . . . . . . . . . . . . . . . . . . 29
2.5. Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.6. Pro Rata Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.7. Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.8. Conversions and Elections of Subsequent Interest Periods . . . . . . . . 30
2.9. Increase and Decrease in Amounts . . . . . . . . . . . . . . . . . . . . 31
2.10. Unused Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.11. Deficiency Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.12. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.13. Mandatory Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.14. Swing Line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE III

Letters of Credit

3.1. Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.2. Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.3. Letter of Credit Facility Fees . . . . . . . . . . . . . . . . . . . . . 38
3.4. Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IV

Credit Enhancement

4.1. Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.2. Stock Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V

Change in Circumstances

5.1. Increased Cost and Reduced Return. . . . . . . . . . . . . . . . . . . . 41
5.2. Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . 42
5.3. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.4. Treatment of Affected Loans. . . . . . . . . . . . . . . . . . . . . . . 43
5.5. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.6. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.7. Replacement Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VI

Conditions to Making Loans and Issuing Letters of Credit

6.1. Conditions of Initial Advance under the Revolving Credit
Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.2. Conditions of Loans and Letter of Credit . . . . . . . . . . . . . . . . 49
6.3. Supplements to Schedules . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE VII

Representations and Warranties

7.1. Organization and Authority . . . . . . . . . . . . . . . . . . . . . . . 52
7.2. Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.3. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.4. Subsidiaries and Stockholders. . . . . . . . . . . . . . . . . . . . . . 53
7.5. Ownership Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.6. Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.7. Title to Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.8. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.9. Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.10. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.11. Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

7.12. Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.13. Patents, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.14. No Untrue Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.15. No Consents, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.16. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.17. No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.18. Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.19. Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
7.20. RICO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
7.21. Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE VIII

Affirmative Covenants

8.1. Financial Reports, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . 59
8.2. Maintain Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.3. Existence, Qualification, Etc. . . . . . . . . . . . . . . . . . . . . . 60
8.4. Regulations and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.5. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.6. True Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.7. Right of Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.8. Observe all Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.9. Governmental Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.10. Covenants Extending to Other Persons . . . . . . . . . . . . . . . . . . 62
8.11. Officer's Knowledge of Default . . . . . . . . . . . . . . . . . . . . . 62
8.12. Suits or Other Proceedings . . . . . . . . . . . . . . . . . . . . . . . 62
8.13. Notice of Environmental Complaint or Condition. . . . . . . . . . . . . 62
8.14. Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . 62
8.15. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
8.16. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
8.17. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . 63
8.18. Continued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.19. New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE IX

Negative Covenants

9.1. Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 66
9.2. Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
9.3. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . 66
9.4. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

iii

9.5. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.6. Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.7. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.8. Merger or Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . 69
9.9. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . 70
9.10. Compliance with ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.11. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.12. Dissolution, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.13. Limitations on Sales and Leasebacks. . . . . . . . . . . . . . . . . . . 71
9.14. Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.15. Hedging Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.16. Negative Pledge Clauses. . . . . . . . . . . . . . . . . . . . . . . . . 72
9.17. Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.18. Pledged Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.19. Material Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE X

Events of Default and Acceleration

10.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.2. Agent to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.3. Cumulative Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.4. No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.5. Allocation of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE XI

The Agent

11.1. Appointment, Powers, and Immunities. . . . . . . . . . . . . . . . . . . 79
11.2. Reliance by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.3. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.4. Rights as Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.5. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.6. Non-Reliance on Agent and Other Lenders. . . . . . . . . . . . . . . . . 81
11.7. Resignation of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.8. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE XII

Miscellaneous

12.1. Assignments and Participations . . . . . . . . . . . . . . . . . . . . . 82
12.2. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.3. Right of Set-off; Adjustments. . . . . . . . . . . . . . . . . . . . . . 85
12.4. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.5. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.6. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
12.8. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
12.9. INDEMNIFICATION; LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . 87
12.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
12.11. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
12.12. Agreement Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
12.13. Usury Savings Clause . . . . . . . . . . . . . . . . . . . . . . . . . . 89
12.14. GOVERNING LAW; WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . 90
12.15. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

EXHIBIT A Applicable Commitment Percentages. . . . . . . . . . . . . . .A-1
EXHIBIT B Form of Assignment and Acceptance. . . . . . . . . . . . . . .B-1
EXHIBIT C Notice of Appointment (or Revocation) of Authorized
Representative . . . . . . . . . . . . . . . . . . . . . . . .C-1
EXHIBIT D-1 Form of Borrowing Notice . . . . . . . . . . . . . . . . . . .D-1
EXHIBIT D-2 Form of Borrowing Notice--Swing Line Loans . . . . . . . . . .D-3
EXHIBIT E Form of Interest Rate Selection Notice . . . . . . . . . . . .E-1
EXHIBIT F-1 Form of Note . . . . . . . . . . . . . . . . . . . . . . . .F-1-1
EXHIBIT F-2 Form of Swing Line Note. . . . . . . . . . . . . . . . . . .F-2-1
EXHIBIT G Form of Opinion of Borrower's Counsel. . . . . . . . . . . . .G-1
EXHIBIT H Compliance Certificate . . . . . . . . . . . . . . . . . . . .H-1
EXHIBIT I Form of Facility Guaranty. . . . . . . . . . . . . . . . . . .I-1
EXHIBIT J-1 Form of Stock Pledge Agreement . . . . . . . . . . . . . . .J-1-1
EXHIBIT J-2 Form of Pledge Agreement . . . . . . . . . . . . . . . . . .J-2-1

Schedule 1.1 Material Agreements. . . . . . . . . . . . . . . . . . . . . .S-1
Schedule 7.4 Subsidiaries and Investments in Other Persons. . . . . . . . .S-2
Schedule 7.6 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . .S-3
Schedule 7.7 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-4
Schedule 7.8 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . .S-5
Schedule 7.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Schedule 8.5 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . .S-7

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 11, 1998 (the "Agreement"), is
made by and among TEXAS BOTTLING GROUP, INC., a Nevada corporation having its
principal place of business in Dallas, Texas (the "Borrower"), NATIONSBANK,
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States, in its capacity as a Lender
("NationsBank"), and each other financial institution executing and
delivering a signature page hereto and each other financial institution which
may hereafter execute and deliver an instrument of assignment with respect to
this Agreement pursuant to SECTION 12.1 (hereinafter such financial
institutions may be referred to individually as a "Lender" or collectively as
the "Lenders"), and NATIONSBANK, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States, in
its capacity as agent for the Lenders (in such capacity, and together with
any successor agent appointed in accordance with the terms of SECTION 11.7,
the "Agent");

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders make available to
the Borrower a revolving credit facility of up to $230,000,000, the proceeds
of which are to be used as provided in SECTION 2.12 and which shall include a
letter of credit facility of up to $10,000,000 for the issuance of standby
and commercial letters of credit; and

WHEREAS, the Lenders are willing to make such revolving credit and
letter of credit facilities available to the Borrower upon the terms and
conditions set forth herein;

NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as
follows:

ARTICLE I

DEFINITIONS AND TERMS

1.1. DEFINITIONS. For the purposes of this Agreement, in addition
to the definitions set forth above, the following terms shall have the
respective meanings set forth below:

"Acquisition" means the acquisition of (i) a controlling equity
interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest
at the time it becomes exercisable by the holder thereof), whether by
purchase of such equity interest or upon exercise of an option or warrant
for, or conversion of securities into, such equity interest, or (ii) assets
of another Person which constitute all or substantially all of the assets
of such Person or of a line or lines of business conducted by such Person.

"Advance" means a borrowing under the Revolving Credit Facility
consisting of a Base Rate Loan or a Eurodollar Rate Loan.

"Affiliate" means any Person (i) which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is
under common control with the Borrower; or (ii) which beneficially owns or
holds 10% or more of any class of the outstanding voting stock (or in the
case of a Person which is not a corporation, 10% or more of the equity
interest) of the Borrower; or 10% or more of any class of the outstanding
voting stock (or in the case of a Person which is not a corporation, 10% or
more of the equity interest) of which is beneficially owned or held by the
Borrower. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting stock, by
contract or otherwise.

"Applicable Commitment Percentage" means, with respect to each
Lender that portion of the Total Revolving Credit Commitment (including its
Participations and its obligations hereunder to the Issuing Bank to acquire
Participations) allocable to such Lender (i) with respect to Lenders as of
the Closing Date, as set forth in EXHIBIT A and (ii) with respect to any
Person who becomes a Lender thereafter, as reflected in each Assignment and
Acceptance to which such Lender is a party Assignee; PROVIDED that the
Applicable Commitment Percentage of each Lender shall be increased or
decreased to reflect any assignments to or by such Lender effected in
accordance with SECTION 12.1.

"Applicable Lending Office" means, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an affiliate of
such Lender) designated for such Type of Loan on the signature pages hereof
or such other office of such Lender (or an affiliate of such Lender) as
such Lender may from time to time specify to the Agent and the Borrower by
written notice in accordance with the terms hereof as the office by which
its Loans of such Type are to be made and maintained.

"Applicable Margin" means that percent per annum set forth below,
which shall be based upon the Consolidated Total Leverage Ratio for the
Four-Quarter Period most recently ended as specified below:

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Tier Consolidated Total Leverage Ratio Applicable Margin for Applicable Margin for Base
Eurodollar Rate Loans Rate Loan

-------------------------------------------------------------------------------------------------------------------------
IV Greater than 5.50 to 1.00 1.000% 0.00%
-------------------------------------------------------------------------------------------------------------------------
III Less than or equal to 5.50 to 1.00 but greater 0.750% 0.00%
than 5.00 to 1.00
-------------------------------------------------------------------------------------------------------------------------
II Less than or equal to 5.00 to 1.00 but greater 0.500% 0.00%
than 3.50 to 1.00
-------------------------------------------------------------------------------------------------------------------------
I Less than or equal to 3.50 to 1.00 0.375% 0.00%
-------------------------------------------------------------------------------------------------------------------------

The Applicable Margin shall be established at the end of each fiscal
quarter of the Borrower (each, a "Determination Date"). Any change in the
Applicable Margin following each Determination Date shall be determined
based upon the computations set forth in the certificate furnished to the
Agent pursuant to SECTION 8.1(a)(ii) and SECTION 8.1(b)(ii), subject to
review and approval of such computations by the Agent, and shall be
effective commencing on the date following the date such certificate is
received (or, if earlier, the date such certificate was required to be
delivered) until the date following the date on which a new certificate is
delivered or is required to be delivered, whichever shall first occur;
PROVIDED HOWEVER, if the Borrower shall fail to deliver any such
certificate within the time period required by SECTION 8.1, then the
Applicable Margin shall be Tier IV from the date such certificate was
required to be delivered until the appropriate certificate is so delivered.
From the Closing Date to the day following the date of delivery of such
certificate for the period ending December 31, 1997, the Applicable Margin
shall be Tier II.

"Applicable Unused Fee" means that percent per annum set forth
below, which shall be based upon the Consolidated Total Leverage Ratio for
the Four-Quarter Period most recently ended as specified below:

-------------------------------------------------------------------------------------------------------
Tier Consolidated Total Leverage Ratio Applicable Unused Fee
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
IV Greater than 5.50 to 1.00 0.275%
-------------------------------------------------------------------------------------------------------
III Less than or equal to 5.50 to 1.00 but greater than 0.250%
5.00 to 1.00
-------------------------------------------------------------------------------------------------------
II Less than or equal to 5.00 to 1.00 but greater than 0.200%
3.50 to 1.00
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
I Less than or equal to 3.50 to 1.00 0.180%
-------------------------------------------------------------------------------------------------------

The Applicable Unused Fee shall be established at the end of each fiscal
quarter of the Borrower (the "Determination Date"). Any change in the
Applicable Unused Fee following each Determination Date shall be determined
based upon the computations set forth in the certificate furnished to the
Agent pursuant to SECTION 8.1(a)(ii) and SECTION 8.1(b)(ii), subject to
review and approval of such computations by the Agent and shall be
effective commencing on the date following the date such certificate is
received (or, if earlier, the date such certificate was required to be
delivered) until the date following the date on which a new certificate is
delivered or is required to be delivered, whichever shall first occur;
PROVIDED HOWEVER, if the Borrower shall fail to deliver any such
certificate within the time period required by SECTION 8.1, then the
Applicable Unused Fee shall be Tier IV from the date such certificate was
required to be delivered until the appropriate certificate is so delivered.
From the Closing Date to the day following the date of delivery of such
certificate for the period ending December 31, 1997, the Applicable Unused
Fee shall be Tier II.

"Applications and Agreements for Letters of Credit" means,
collectively, the Applications and Agreements for Letters of Credit, or
similar documentation, executed by the Borrower or the Borrower and a
Subsidiary from time to time and delivered to the Issuing Bank to support
the issuance of Letters of Credit.

"Asset Sale" means any direct or indirect sale, conveyance,
transfer (including by means of sale-leaseback) or other disposition by the
Borrower or any of its Subsidiaries to any Person (other than the Borrower
or any of its Subsidiaries) in one transaction or a series of related
transactions of (i) any capital stock or other equity interest of any
Subsidiary or (ii) any other property or asset of the Borrower or any
Subsidiary (other than cash or cash equivalents) not in the ordinary course
of business.

"Assignment and Acceptance" shall mean an Assignment and
Acceptance in the form of EXHIBIT B (with blanks appropriately filled in)
delivered to the Agent in connection with an assignment of a Lender's
interest under this Agreement pursuant to SECTION 12.1.

"Authorized Representative" means any of the Co-Chairmen of the
Board of Directors, the President, any Vice President or the Treasurer of
the Borrower or, with respect to financial matters, the Treasurer or other
financial officer of the Borrower, or any other Person expressly designated
by the Board of Directors of the Borrower (or the appropriate committee
thereof) as an Authorized Representative of the Borrower, as set forth from
time to time in a certificate in the form of EXHIBIT C.

"Base Rate" means, for any day, the rate per annum equal to the
sum of (i) the higher of (a) the Federal Funds Rate for such day plus one-
half of one percent (0.5%) and (b) the Prime Rate for such day, plus (ii)
the Applicable Margin in effect on such day. Any change

in the Base Rate due to a change in the Prime Rate or the Federal Funds
Rate shall be effective on the effective date of such change in the Prime
Rate or Federal Funds Rate.

"Base Rate Loan" means a Loan for which the rate of interest is
determined by reference to the Base Rate.

"Base Rate Refunding Loan" means either (i) a Base Rate Loan or
Swing Line Loan made to satisfy Reimbursement Obligations arising from a
drawing under a Letter of Credit or (ii) a Base Rate Loan made to pay
NationsBank in respect of Swing Line Outstandings.

"Board" means the Board of Governors of the Federal Reserve
System (or any successor body).

"Borrower's Account" means a demand deposit account number
010180331785 or any successor account with the Agent, which may be
maintained at one or more offices of the Agent or an agent of the Agent.

"Borrowing Notice" means the notice delivered by an Authorized
Representative in connection with an Advance under the Revolving Credit
Facility or a Swing Line Loan, in the forms of EXHIBITS D-1 AND D-2,
respectively.

"Business Day" means, (i) with respect to any Base Rate Loan, any
day which is not a Saturday, Sunday or a day on which banks in the States
of New York or North Carolina are authorized or obligated by law, executive
order or governmental decree to be closed and, (ii) with respect to any
Eurodollar Rate Loan, any day which is a Business Day, as described above,
and on which the relevant international financial markets are open for the
transaction of business contemplated by this Agreement in London, England,
New York, New York and Charlotte, North Carolina.

"Capital Expenditures" means, with respect to the Borrower and
its Subsidiaries, for any period the SUM of (without duplication) (i) all
expenditures (whether paid in cash or accrued as liabilities) by the
Borrower or any Subsidiary during such period for items that would be
classified as "property, plant or equipment" or comparable items on the
consolidated balance sheet of the Borrower and its Subsidiaries, including
without limitation all transactional costs incurred by the Borrower and its
Subsidiaries in connection with such expenditures provided the same have
been capitalized, excluding, however, the amount of any Capital
Expenditures paid for with proceeds of casualty insurance as evidenced in
writing and submitted to the Agent together with any compliance certificate
delivered pursuant to SECTION 8.1(a) or (b), and (ii) with respect to any
Capital Lease entered into by the Borrower or its Subsidiaries during such
period, the present value of the lease payments due under such Capital
Lease over the term of such Capital Lease applying a discount rate equal to
the interest rate provided in such lease (or in the absence of a stated
interest rate, that

rate used in the preparation of the financial statements described in
SECTION 8.1(a)), all the foregoing in accordance with GAAP applied on
a Consistent Basis.

"Capital Leases" means all leases which have been or should be
capitalized in accordance with GAAP as in effect from time to time,
including Statement No. 13, of the Financial Accounting Standards Board and
any successor thereof.

"Change of Control" means, at any time:

(i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, members of
their immediate families and/or trusts for the benefit of and/or
controlled by any of them shall cease to own, directly or
indirectly through control of other entities, at least 50.1% of
the Voting Stock of CCBG Corporation, a Nevada corporation, and
The Coca-Cola Bottling Group (Southwest), Inc., a Nevada
corporation, free and clear of any Liens, other than the terms of
the Organization Documents of any such entities;

(ii) The Coca-Cola Bottling Group (Southwest), Inc., a
Nevada corporation, shall cease to own at least 49% of the Voting
Stock of the Borrower; or

(iii) the Borrower shall cease to own all of the Voting
Stock in Coca-Cola Bottling Company of the Southwest, a Nevada
corporation.

"Closing Date" means the date as of which this Agreement is
executed by the Borrower, the Lenders and the Agent and on which the
conditions set forth in SECTION 6.1 have been satisfied.

"Code" means the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

"Collateral" means, collectively, all property of the Borrower,
any Subsidiary or any other Person in which the Agent or any Lender is
granted a Lien as security for all or any portion of the Obligations under
any Security Instrument.

"Consistent Basis" in reference to the application of GAAP means
the accounting principles observed in the period referred to are comparable
in all material respects to those applied in the preparation of the audited
financial statements of the Borrower and its Subsidiaries referred to in
SECTION 7.6(a).

"Consolidated EBITDA" means, with respect to the Borrower and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the SUM of, without duplication, (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) taxes on income, (iv) amortization,
(v) depreciation, (vi) non-recurring costs incurred in connection with the
redemption of the Subordinated Notes and prepayment of the Credit Facility
dated

April 4, 1995 among the Borrower, Texas Commerce Bank, as agent, and
the lenders party thereto, and (vii) non-cash deferred compensation costs
and other non-cash charges otherwise deducted in calculating Consolidated
Net Income (including from FASB No. 106 Adjustments or FASB No. 121
Adjustments) but excluding non-cash charges to the extent such charges
require an accrual of or a reserve for cash disbursements for any future
period, all determined on a consolidated basis in accordance with GAAP
applied on a Consistent Basis.

"Consolidated EBITDAR" means Consolidated EBITDA plus
Consolidated Lease Payments.

"Consolidated Fixed Charges Coverage Ratio" means, with respect
to the Borrower and its Subsidiaries for any Four-Quarter Period ending on
the date of computation thereof, the ratio of (i) Consolidated EBITDAR for
such period, to (ii) Consolidated Fixed Charges for such period.

"Consolidated Fixed Charges" means, with respect to Borrower and
its Subsidiaries for any Four-Quarter Period ending on the date of
computation thereof, the SUM of, without duplication, (i) Consolidated
Interest Expense, (ii) Consolidated Lease Payments for such period and
(iii) all Restricted Payments paid during such period (regardless of when
declared) on any shares of capital stock of the Borrower then outstanding,
net of any dividends received on shares representing a minority interest in
any Person, all determined on a consolidated basis in accordance with GAAP
applied on a Consistent Basis.

"Consolidated Indebtedness" means the sum of all Indebtedness for
Money Borrowed of the Borrower and its Subsidiaries, all determined on a
consolidated basis.

"Consolidated Interest Expense" means, with respect to any period
of computation thereof, the gross interest expense of the Borrower and its
Subsidiaries net of interest income, including without limitation (i) the
current amortized portion of debt discounts to the extent included in gross
interest expense, (ii) the current amortized portion of all fees (including
fees payable in respect of any Swap Agreement) payable in connection with
the incurrence of Indebtedness to the extent included in gross interest
expense and (iii) the portion of any payments made in connection with
Capital Leases allocable to interest expense, all determined on a
consolidated basis in accordance with GAAP applied on a Consistent Basis.

"Consolidated Lease Payments" means the gross amount of all lease
or rental payments, whether or not characterized as rent, of the Borrower
and its Subsidiaries, excluding payments in respect of Capital Leases
constituting Indebtedness, all determined on a consolidated basis in
accordance with GAAP applied on a Consistent Basis.

"Consolidated Net Income" means, for any period of computation
thereof, the gross revenues from operations of the Borrower and its
Subsidiaries, less all operating and non-

operating expenses of the Borrower and its Subsidiaries including taxes on
income, all determined on a consolidated basis in accordance with GAAP
applied on a Consistent Basis; but excluding as income: (i) net gains on
the sale, conversion or other disposition of capital assets, (ii) net
gains on the acquisition, retirement, sale or other disposition of capital
stock and other securities of the Borrower or its Subsidiaries, (iii) net
gains on the collection of proceeds of life insurance policies, (iv) any
write-up of any asset, and (v) any other net gain or credit of an
extraordinary nature as determined in accordance with GAAP applied on a
Consistent Basis.

"Consolidated Senior Leverage Ratio" means, as of the date of
computation thereof, the ratio of (i) Consolidated Indebtedness (determined
as at such date) less Subordinated Indebtedness (determined as at such
date) to (ii) Consolidated EBITDA.

"Consolidated Total Leverage Ratio" means, as of the date of
computation thereof, the ratio of (i) the sum of (without duplication)
Consolidated Indebtedness (determined as at such date) to (ii) Consolidated
EBITDA.

"Contingent Obligation" of any Person means all contingent
liabilities required (or which, upon the creation or incurring thereof,
would be required) to be included in the financial statements (including
footnotes) of such Person in accordance with GAAP applied on a Consistent
Basis, including Statement No. 5 of the Financial Accounting Standards
Board, all Hedging Obligations and any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness, dividend or other
obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including obligations of such Person
however incurred:

(1) to purchase such Indebtedness or other obligation or
any property or assets constituting security therefor;

(2) to advance or supply funds in any manner (i) for the
purchase or payment of such Indebtedness or other obligation, or
(ii) to maintain a minimum working capital, net worth or other
balance sheet condition or any income statement condition of the
primary obligor;

(3) to grant or convey any lien, security interest,
pledge, charge or other encumbrance on any property or assets of
such Person to secure payment of such Indebtedness or other
obligation of the primary obligor;

(4) to lease property or to purchase securities or other
property or services primarily for the purpose of assuring the
owner or holder of such Indebtedness or obligation of the ability
of the primary obligor to make payment of such Indebtedness or
other obligation; or

(5) otherwise to assure the owner of the Indebtedness or
such obligation of the primary obligor against loss in respect
thereof.

"Continue", "Continuation", and "Continued" shall refer to the
continuation pursuant to SECTION 2.8 hereof of a Eurodollar Rate Loan of
one Type as a Eurodollar Rate Loan of the same Type from one Interest
Period to the next Interest Period.

"Convert", "Conversion", and "Converted" shall refer to a
conversion pursuant to SECTION 2.8 or ARTICLE III of one Type of Loan into
another Type of Loan.

"Cost of Acquisition" means, with respect to any Acquisition, as
at the date of entering into any agreement therefor, the SUM of the
following (without duplication): (i) the value of the capital stock,
warrants or options to acquire capital stock of Borrower or any Subsidiary
to be transferred in connection therewith, (ii) the amount of any cash and
fair market value of other property (excluding property described in clause
(i) and the unpaid principal amount of any debt instrument) given as
consideration, (iii) the amount (determined by using the face amount or the
amount payable at maturity, whichever is greater) of any Indebtedness
incurred, assumed or acquired by the Borrower or any Subsidiary in
connection with such Acquisition, (iv) all additional purchase price
amounts in the form of earnouts and other contingent obligations that
should be recorded on the financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of
covenants not to compete, consulting agreements that should be recorded on
financial statements of the Borrower and its Subsidiaries in accordance
with GAAP, and other affiliated contracts in connection with such
Acquisition, (vi) the aggregate fair market value of all other
consideration given by the Borrower or any Subsidiary in connection with
such Acquisition, and (vii) out of pocket transaction costs for the
services and expenses of attorneys, accountants and other consultants
incurred in effecting such transaction, and other similar transaction costs
so incurred. For purposes of determining the Cost of Acquisition for any
transaction, (A) the capital stock of the Borrower shall be valued (I) in
the case of capital stock that is then designated as a national market
system security by the National Association of Securities Dealers, Inc.
("NASDAQ") or is listed on a national securities exchange, the average of
the last reported bid and ask quotations or the last prices reported
thereon, and (II) with respect to shares that are not freely tradeable, as
determined by the Board of Directors of the Borrower and, if requested by
the Agent, determined to be a reasonable valuation by the independent
public accountants referred to in SECTION 8.1(a), (B) the capital stock of
any Subsidiary shall be valued as determined by the Board of Directors of
such Subsidiary and, if requested by the Agent, determined to be a
reasonable valuation by the independent public accountants referred to in
SECTION 8.1(a), and (C) with respect to any Acquisition accomplished
pursuant to the exercise of options or warrants or the conversion of
securities, the Cost of Acquisition shall include both the cost of
acquiring such option, warrant or convertible security as well as the cost
of exercise or conversion.

"Default" means any event or condition which, with the giving or
receipt of notice or lapse of time or both, would constitute an Event of
Default hereunder.

"Default Rate" means (i) with respect to each Eurodollar Rate
Loan, until the end of the Interest Period applicable thereto, a rate of
two percent (2%) above the Eurodollar Rate applicable to such Loan, and
thereafter at a rate of interest per annum which shall be two percent (2%)
above the Base Rate, (ii) with respect to Base Rate Loans, at a rate of
interest per annum which shall be two percent (2%) above the Base Rate and
(iii) in any case, the maximum rate permitted by applicable law, if lower.

"Dollars" and the symbol "$" means dollars constituting legal
tender for the payment of public and private debts in the United States of
America.

"Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
Lender, and (iii) any other Person approved by the Agent and, unless an
Event of Default has occurred and is continuing at the time any assignment
is effected in accordance with SECTION 12.1, the Borrower, such approval
not to be unreasonably withheld or delayed by the Borrower and such
approval to be deemed given by the Borrower if no objection is received by
the assigning Lender and the Agent from the Borrower within ten days after
notice of such proposed assignment has been provided by the assigning
Lender to the Borrower; PROVIDED, HOWEVER, that neither the Borrower nor an
affiliate of the Borrower shall qualify as an Eligible Assignee.

"Eligible Securities" means the following obligations and any
other obligations previously approved in writing by the Agent:

(a) Government Securities;

(b) obligations of any corporation organized under the
laws of any state of the United States of America or under the
laws of any other nation, payable in the United States of
America, expressed to mature not later than 92 days following the
date of issuance thereof and rated in an investment grade rating
category by S&P and ▇▇▇▇▇'▇;

(c) interest bearing demand or time deposits issued by
any Lender, Amarillo National Bank or Plains National Bank or
certificates of deposit maturing within one year from the date of
issuance thereof issued by any Lender, Amarillo National Bank or
Plains National Bank or by a bank or trust company organized
under the laws of the United States or of any state thereof
having capital surplus and undivided profits aggregating at least
$400,000,000 and being rated "A-3" or better by S&P or "A" or
better by ▇▇▇▇▇'▇ and interest bearing demand or time deposits or
certificates of deposit maturing within one year issued by any
other bank or trust company so long as such deposits are fully
insured by the Federal Deposit Insurance Corporation;

(d) Repurchase Agreements;

(e) Municipal Obligations;

(f) Pre-Refunded Municipal Obligations;

(g) shares of mutual funds which invest in obligations
described in paragraphs (a) through (f) above, the shares of
which mutual funds are at all times rated "AAA" by S&P;

(h) tax-exempt or taxable adjustable rate preferred
stock issued by a Person having a rating of its long term
unsecured debt of "A" or better by S&P or "A-3" or better by
▇▇▇▇▇'▇; and

(i) asset-backed remarketed certificates of
participation representing a fractional undivided interest in the
assets of a trust, which certificates are rated at least "A-1" by
S&P and "P-1" by ▇▇▇▇▇'▇.

"Employee Benefit Plan" means any employee benefit plan within
the meaning of Section 3(3) of ERISA which (i) is maintained for employees
of the Borrower or any of its ERISA Affiliates or is assumed by the
Borrower or any of its ERISA Affiliates in connection with any Acquisition
or (ii) has at any time been maintained for the employees of the Borrower
or any current or former ERISA Affiliate.

"Environmental Laws" means any federal, state or local statute,
law, ordinance, code, rule, regulation, order, decree, permit or license
regulating, relating to, or imposing liability or standards of conduct
concerning, any environmental matters or conditions, environmental
protection or conservation, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended;
the Superfund Amendments and Reauthorization Act of 1986, as amended; the
Resource Conservation and Recovery Act, as amended; the Toxic Substances
Control Act, as amended; the Clean Air Act, as amended; the Clean Water
Act, as amended; together with all regulations promulgated thereunder, and
any other "Superfund" or "Superlien" law.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute and all rules
and regulations promulgated thereunder.

"ERISA Affiliate", as applied to the Borrower, means any Person
or trade or business which is a member of a group which is under common
control with the Borrower, who together with the Borrower, is treated as a
single employer within the meaning of Section 414(b) and (c) of the Code.

"Eurodollar Rate Loan" means a Loan for which the rate of
interest is determined by reference to the Eurodollar Rate.

"Eurodollar Rate" means the interest rate per annum calculated
according to the following formula:

Eurodollar = INTERBANK OFFERED RATE + Applicable
-----------------------
Rate 1- Reserve Requirement Margin

"Event of Default" means any of the occurrences set forth as such
in SECTION 10.1.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.

"Facility Guaranty" means each Facility Guaranty between one or
more Guarantors and the Agent for the benefit of the Lenders, delivered as
of the Closing Date and otherwise pursuant to SECTION 8.19, as the same may
be amended, modified or supplemented.

"Facility Termination Date" means the date on which the Revolving
Credit Termination Date shall have occurred, no Letters of Credit shall
remain outstanding and the Borrower shall have fully, finally and
irrevocably paid and satisfied all Obligations.

"FASB No. 106 Adjustments" means adjustments to income (or loss)
less actual cash payments resulting from "retirement benefits other than
pensions" (as defined in the Statement of Financial Accounting Standards
No. 106).

"FASB No. 121 Adjustments" means adjustments charged to income
(or loss) resulting from impairment of long-lived assets (as defined in the
Statement of Financial Accounting Standards No. 121).

"Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) 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 on
such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; PROVIDED that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate charged to the Agent (in its individual capacity)
on such day on such transactions as determined by the Agent.

"Fiscal Year" means the twelve month fiscal period of the
Borrower and its Subsidiaries commencing on January 1 of each calendar year
and ending on December 31 of each calendar year.

"Foreign Benefit Law" means any applicable statute, law,
ordinance, code, rule, regulation, order or decree of any foreign nation or
any province, state, territory, protectorate or other political subdivision
thereof regulating, relating to, or imposing liability or standards of
conduct concerning, any Employee Benefit Plan.

"Four-Quarter Period" means a period of four full consecutive
fiscal quarters of the Borrower and its Subsidiaries, taken together as one
accounting period.

"GAAP" or "Generally Accepted Accounting Principles" means
generally accepted accounting principles, being those principles of
accounting set forth in pronouncements of the Financial Accounting
Standards Board, the American Institute of Certified Public Accountants or
which have other substantial authoritative support and are applicable in
the circumstances as of the date of a report.

"Government Securities" means direct obligations of, or
obligations the timely payment of principal and interest on which are fully
and unconditionally guaranteed by, the United States of America.

"Governmental Authority" shall mean any Federal, state,
municipal, national or other governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof
or any entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government
or any court, in each case whether associated with a state of the United
States, the United States, or a foreign entity or government.

"Guarantors" means, at any date, the Subsidiaries who are
required to be parties to a Facility Guaranty at such date.

"Hazardous Material" means and includes any pollutant,
contaminant, or hazardous, toxic or dangerous waste, substance or material
(including without limitation petroleum products, asbestos-containing
materials and lead), the generation, handling, storage, transportation,
disposal, treatment, release, discharge or emission of which is subject to
any Environmental Law.

"Hedging Obligations" means any and all obligations of the
Borrower or any Subsidiary, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under (i) any and all agreements, devices or arrangements designed to
protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's
assets, liabilities or exchange transactions, including, but not limited
to, Dollar-denominated or cross-currency interest rate exchange agreements,
forward currency exchange agreements, interest rate cap or collar
protection agreements, forward rate currency or interest rate options,
puts, warrants and those

commonly known as interest rate "swap" agreements, and forward commodity
price options, puts, warrants and those commonly known as commodity "swap"
agreements; and (ii) any and all cancellations, buybacks, reversals,
terminations or assignments of any of the foregoing.

"Indebtedness" means with respect to any Person, without
duplication, all Indebtedness for Money Borrowed, all indebtedness of such
Person for the acquisition of property or arising under Hedging
Obligations, all indebtedness secured by any Lien on the property of such
Person whether or not such indebtedness is assumed, all liability of such
Person by way of endorsements (other than for collection or deposit in the
ordinary course of business), all Contingent Obligations, all Subordinated
Indebtedness, that portion of obligations with respect to Capital Leases
and other items which in accordance with GAAP is required to be classified
as a liability on a balance sheet; but excluding all accounts payable in
the ordinary course of business so long as payment therefor is due within
one year; provided that in no event shall the term Indebtedness include
surplus and retained earnings, lease obligations (other than pursuant to
Capital Leases), reserves for deferred income taxes and investment credits,
other deferred credits or reserves.

"Indebtedness for Money Borrowed" means with respect to any
Person, without duplication, all indebtedness in respect of money borrowed,
including without limitation all Capital Leases and the deferred purchase
price of any property or asset, evidenced by a promissory note, bond,
debenture or similar written obligation for the payment of money (including
conditional sales or similar title retention agreements), other than trade
payables incurred in the ordinary course of business.

"Interbank Offered Rate" means, with respect to any Eurodollar
Rate Loan for the Interest Period applicable thereto, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Dow ▇▇▇▇▇ Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason
such rate is unavailable, the term "Interbank Offered Rate" shall mean,
with respect to any Eurodollar Rate Loan for the Interest Period applicable
thereto, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 A.M. (London
time) two Business Days prior to the first day of such Interest Period for
a term comparable to such Interest Period, PROVIDED, HOWEVER; if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if
necessary), to the nearest 1/100 of 1%).

"Interest Period" means, for each Eurodollar Rate Loan, a period
commencing on the date such Eurodollar Rate Loan is made or Converted and
ending, at the Borrower's option, on the date one, two, three or six months
thereafter as notified to the Agent by the Authorized

Representative three (3) Business Days prior to the beginning of such
Interest Period; PROVIDED, that,

(i) if the Authorized Representative fails to notify the
Agent of the length of an Interest Period three (3) Business Days
prior to the first day of such Interest Period, the Loan for
which such Interest Period was to be determined shall be deemed
to be a Base Rate Loan as of the first day thereof;

(ii) if an Interest Period for a Eurodollar Rate Loan
would end on a day which is not a Business Day, such Interest
Period shall be extended to the next Business Day (unless such
extension would cause the applicable Interest Period to end in
the succeeding calendar month, in which case such Interest Period
shall end on the next preceding Business Day);

(iii) any Interest Period which begins on the last
Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of a
calendar month;

(iv) no Interest Period shall extend past the Stated
Termination Date;

(v) there shall not be more than six (6) Interest
Periods in effect on any day; and

(vi) from the Closing Date until the earlier of (A) the
expiration of 180 days or (B) the date on which NMS notifies the
Borrower of the end of the syndication, Interest Periods shall be
limited to one month and outstanding Loans bearing interest at
the Eurodollar Rate shall be for Interest Periods ending on the
same date.

"Interest Rate Selection Notice" means the written notice
delivered by an Authorized Representative in connection with the election
of a subsequent Interest Period for any Eurodollar Rate Loan or the
Conversion of any Eurodollar Rate Loan into a Base Rate Loan or the
Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in the form
of EXHIBIT E.

"Issuing Bank" means NationsBank as issuer of Letters of Credit
under ARTICLE III.

"LC Account Agreement" means the LC Account Agreement dated as of
the date hereof between the Borrower and the Agent, as amended, modified or
supplemented from time to time.

"Letter of Credit" means a standby or commercial letter of credit
issued by the Issuing Bank for the account of the Borrower or the Borrower
and a Subsidiary in favor of a Person advancing credit or securing an
obligation on behalf of the Borrower or a Subsidiary.

"Letter of Credit Commitment" means, with respect to each Lender,
the obligation of such Lender to acquire Participations in respect of
Letters of Credit and Reimbursement Obligations up to an aggregate amount
at any one time outstanding equal to such Lender's Applicable Commitment
Percentage of the Total Letter of Credit Commitment as the same may be
increased or decreased from time to time pursuant to this Agreement.

"Letter of Credit Facility" means the facility described in
ARTICLE III hereof providing for the issuance by the Issuing Bank for the
account of the Borrower of Letters of Credit in an aggregate stated amount
at any time outstanding not exceeding the Total Letter of Credit
Commitment.

"Letter of Credit Outstandings" means, as of any date of
determination, the aggregate amount remaining undrawn under all Letters of
Credit plus Reimbursement Obligations then outstanding.

"Lien" means any interest in property securing any obligation
owed to, or a claim by, a Person other than the owner of the property,
whether such interest is based on the common law, statute or contract, and
including but not limited to the lien or security interest arising from a
mortgage, encumbrance, pledge, security agreement, conditional sale or
trust receipt or a lease, consignment or bailment for security purposes.
For the purposes of this Agreement, the Borrower and any Subsidiary shall
be deemed to be the owner of any property which it has acquired or holds
subject to a conditional sale agreement, financing lease, or other
arrangement pursuant to which title to the property has been retained by or
vested in some other Person for security purposes.

"Loan" or "Loans" means any borrowing pursuant to an Advance
under the Revolving Credit Facility in accordance with ARTICLE II.

"Loan Documents" means this Agreement, the Notes, the Security
Instruments, the Facility Guaranties, the LC Account Agreement, the
Applications and Agreements for Letter of Credit, and all other instruments
and documents heretofore or hereafter executed or delivered to or in favor
of any Lender or the Agent in connection with the Loans made and
transactions contemplated under this Agreement, as the same may be amended,
supplemented or replaced from the time to time.

"Loan Parties" means the Borrower, the Guarantor(s), and any
other Person (other than the Agent and the Lenders) party to any of the
Loan Documents.

"Material Adverse Effect" means a material adverse effect on (i)
the business, properties, operations or condition, financial or otherwise,
of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of
any Loan Party to pay or perform its respective obligations, liabilities
and indebtedness under the Loan Documents as such payment or performance
becomes due in accordance with the terms thereof, or (iii) the rights,
powers and remedies of the Agent or any Lender under any Loan Document or
the validity, legality or enforceability thereof (including for purposes of
clauses (ii) and (iii) the imposition of burdensome conditions thereon).

"Material Agreements" means the agreements set forth on
Schedule 1.1 hereto, and any other bottling or franchise agreement
authorizing the manufacture, distribution and sale of product bearing one
or more of the trademarks "Coca-Cola-Registered Trademark-,"
"Coke-Registered Trademark-" or "▇▇ ▇▇▇▇▇▇-Registered Trademark-", to which
the Borrower or any Subsidiary is or becomes a party whether by reason of
an Acquisition or otherwise, in each case as the same may be amended,
modified or supplemented.

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

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making, or is accruing an obligation to make, contributions or has made, or
been obligated to make, contributions within the preceding six (6) Fiscal
Years.

"Municipal Obligations" means general obligations issued by, and
supported by the full taxing authority of, any state of the United States
of America or of any municipal corporation or other public body organized
under the laws of any such state which are rated in the highest investment
rating category by both S&P and Moody's.

"NationsBank" means NationsBank, National Association and its
successors.

"NMS" means NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC and its
successors.

"Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or cash equivalents (excluding any
Indebtedness of the Borrower or any of its Subsidiaries assumed by the
purchaser in connection with such Asset Sale but including cash payments in
respect of deferred payment obligations) net of (i) brokerage commissions
and other fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) all taxes payable as a
result of such Asset Sale, (iii) payments made to retire Indebtedness
secured by the assets subject to such Asset Sale, and (iv) appropriate
amounts to be provided by the Borrower or any Subsidiary as a reserve, in
accordance with GAAP, against any liabilities associated with such Asset
Sale and retained by the Borrower or any Subsidiary after such Asset Sale
including indemnification obligations; PROVIDED, that any amount of such
reserve that is not applied to such liability and

is no longer required to be provided as a reserve in accordance with GAAP
shall be deemed Net Cash Proceeds.

"Net Issuance Proceeds" means, with respect to the issuance of
equity securities or Indebtedness (except Indebtedness permitted under
SECTION 9.5) of the Borrower, cash payments received therefrom as and when
received, net of all legal, accounting, banking, underwriting, title and
recording fees and expenses, commissions, discounts and other issuance
expenses incurred in connection therewith and all taxes required to be paid
or accrued as a consequence of such transaction.

"Notes" means, collectively, the promissory notes of the Borrower
evidencing Loans executed and delivered to the Lenders as provided in
SECTION 2.5 substantially in the form of EXHIBIT F-1, with appropriate
insertions as to amounts, dates and names of Lenders.

"Obligations" means the obligations, liabilities and Indebtedness
of the Borrower with respect to (i) the principal and interest on the Loans
as evidenced by the Notes, (ii) the Reimbursement Obligations and otherwise
in respect of the Letters of Credit, (iii) all liabilities of the Borrower
to any Lender (or any affiliate of any Lender) which arise under a Swap
Agreement, and (iv) the payment and performance of all other obligations,
liabilities and Indebtedness of the Borrower to the Lenders, the Agent or
NMS hereunder, under any one or more of the other Loan Documents or with
respect to the Loans.

"Operating Documents" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited
liability partnership, or other legally authorized incorporated or
unincorporated entity, the bylaws, operating agreement, partnership
agreement, limited partnership agreement or other applicable documents
relating to the operation, governance or management of such entity.

"Organizational Action" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited
liability partnership or other legally authorized incorporated or
unincorporated entity, any corporate, organizational, partnership action
(including any required stakeholder, member or partner action) or other
similar official action, as applicable, taken by such entity.

"Organizational Documents" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited
liability partnership or other legally authorized incorporated or
unincorporated entity, the articles of incorporation, certificate of
incorporation, articles of organization, certificate of limited partnership
or other applicable organizational or charter documents relating to the
creation of such entity.

"Outstandings" means, collectively, at any date, the Letter of
Credit Outstandings, Swing Line Outstandings, and Revolving Credit
Outstandings on such date.

"Participation" means, (i) with respect to any Lender (other than
the Issuing Bank) and a Letter of Credit, the extension of credit
represented by the participation of such Lender hereunder in the liability
of the Issuing Bank in respect of a Letter of Credit issued by the Issuing
Bank in accordance with the terms hereof and (ii) with respect to any
Lender (other than NationsBank) and a Swing Line Loan, the extension of
credit represented by the participation of such Lender hereunder in the
rights of NationsBank in respect of a Swing Line Loan made by NationsBank
in accordance with the terms hereof.

"PBGC" means the Pension Benefit Guaranty Corporation and any
successor thereto.

"Pension Plan" means any employee pension benefit plan within the
meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is
subject to the provisions of Title IV of ERISA or Section 412 of the Code
and which (i) is maintained for employees of the Borrower or any of its
ERISA Affiliates or is assumed by the Borrower or any of its ERISA
Affiliates in connection with any Acquisition or (ii) has at any time been
maintained for the employees of the Borrower or any current or former ERISA
Affiliate.

"Person" means an individual, partnership, corporation, trust,
limited liability company, unincorporated organization, association, joint
venture or a government or agency or political subdivision thereof.

"Pledge Agreement" means, collectively (or individually as the
context may indicate), (i) that certain Stock Pledge Agreement dated as of
the date hereof between the Borrower and the Agent for the benefit of the
Agent and the Lenders, and (ii) any additional Pledge Agreement delivered
to the Agent pursuant to SECTION 8.19, as any of the foregoing may be
hereafter amended, supplemented or restated from time to time.

"Pledged Stock" has the meaning given to such term in the Pledge
Agreement.

"Pre-Refunded Municipal Obligations" means obligations of any
state of the United States of America or of any municipal corporation or
other public body organized under the laws of any such state which are
rated, based on the escrow, in the highest investment rating category by
both S&P and Moody's and which have been irrevocably called for redemption
and advance refunded through the deposit in escrow of Government Securities
or other debt securities which are (i) not callable at the option of the
issuer thereof prior to maturity, (ii) irrevocably pledged solely to the
payment of all principal and interest on such obligations as the same
becomes due and (iii) in a principal amount and bear such rate or rates of
interest as shall be sufficient to pay in full all principal of, interest,
and premium, if any, on such obligations as the same becomes due as
verified by a nationally recognized firm of certified public accountants.

"Prime Rate" means the per annum rate of interest established
from time to time by NationsBank as its prime rate, which rate may not be
the lowest rate of interest charged by NationsBank to its customers.

"Principal Office" means the principal office of NationsBank,
presently located at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇-▇▇-▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Agency Services, or such other
office and address as the Agent may from time to time designate.

"Regulation D" means Regulation D of the Board as the same may be
amended or supplemented from time to time.

"Regulatory Change" means any change effective after the Closing
Date in United States federal or state laws or regulations (including
Regulation D and capital adequacy regulations) or foreign laws or
regulations or the adoption or making after such date of any
interpretations, directives or requests applying to a class of banks, which
includes any of the Lenders, under any United States federal or state or
foreign laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation
or administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy, including those relating to "highly
leveraged transactions," whether or not having the force of law, and
whether or not failure to comply therewith would be unlawful and whether or
not published or proposed prior to the date hereof.

"Reimbursement Obligation" shall mean at any time, the obligation
of the Borrower with respect to any Letter of Credit to reimburse the
Issuing Bank and the Lenders to the extent of their respective
Participations (including by the receipt by the Issuing Bank of proceeds of
Loans pursuant to SECTION 3.2) for amounts theretofore paid by the Issuing
Bank pursuant to a drawing under such Letter of Credit.

"Repurchase Agreement" means a repurchase agreement entered into
with any financial institution whose debt obligations or commercial paper
are rated "A" by either of S&P or Moody's or "A-1" by S&P or "P-1" by
Moody's.

"Required Lenders" means, as of any date, Lenders on such date
having Credit Exposures (as defined below) aggregating in excess of 50% of
the aggregate Credit Exposures of all the Lenders on such date. For
purposes of the preceding sentence, the amount of the "CREDIT EXPOSURE" of
each Lender shall be equal to the aggregate principal amount of the Loans
owing to such Lender plus the aggregate unutilized amounts of such Lender's
Revolving Credit Commitment (without regard to any Swing Line Outstandings)
plus the amount of such Lender's Applicable Commitment Percentage of Letter
of Credit Outstandings; provided that, (i) if any Lender shall have failed
to pay to the Issuing Bank its Applicable Commitment Percentage of any
drawing under any Letter of Credit resulting in

an outstanding Reimbursement Obligation, such Lender's Credit Exposure
attributable to Letters of Credit and Reimbursement Obligations shall be
deemed to be held by the Issuing Bank for purposes of this definition and
(ii) if any Lender shall have failed to pay to NationsBank its Applicable
Commitment Percentage of any Swing Line Loan when due, such Lender's Credit
Exposure attributable to all Swing Line Outstandings shall be deemed to be
held by NationsBank for purposes of this definition.

"Reserve Requirement" means, at any time, the maximum rate at
which reserves (including, without limitation, any marginal, special,
supplemental, or emergency reserves) are required to be maintained under
regulations issued from time to time by the Board (or any successor) by
member banks of the Federal Reserve System against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the
effect of the foregoing, the Reserve Requirement shall reflect any other
reserves required to be maintained by such member banks with respect to (i)
any category of liabilities which includes deposits by reference to which
the Eurodollar Rate is to be determined, or (ii) any category of extensions
of credit or other assets which include Eurodollar Rate Loans. The
Eurodollar Rate shall be adjusted automatically on and as of the effective
date of any change in the Reserve Requirement.

"Restricted Payment" means (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Borrower or any of its Subsidiaries (other than those payable or
distributable solely to the Borrower or any Subsidiary) now or hereafter
outstanding, except a dividend payable solely in shares of a class of stock
to the holders of that class; (b) any redemption, conversion, exchange,
retirement or similar payment, purchase or other acquisition for value,
direct or indirect, of any shares of any class of stock of Borrower or any
of its Subsidiaries (other than those payable or distributable solely to
the Borrower or any Subsidiary) now or hereafter outstanding; (c) any
payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock
of Borrower or any of its Subsidiaries now or hereafter outstanding; and
(d) any issuance and sale of capital stock of any Subsidiary of the
Borrower (or any option, warrant or right to acquire such stock) other than
to the Borrower.

"Revolving Credit Commitment" means, with respect to each Lender,
the obligation of such Lender to make Loans to the Borrower up to an
aggregate principal amount at any one time outstanding equal to such
Lender's Applicable Commitment Percentage of the Total Revolving Credit
Commitment.

"Revolving Credit Facility" means the facility described in
ARTICLE II hereof providing for Loans to the Borrower by the Lenders in the
aggregate principal amount of the Total Revolving Credit Commitment.

"Revolving Credit Outstandings" means, as of any date of
determination, the aggregate principal amount of all Loans then
outstanding.

"Revolving Credit Termination Date" means (i) the Stated
Termination Date or (ii) such earlier date of termination of Lenders'
obligations pursuant to SECTION 10.1 upon the occurrence of an Event of
Default, or (iii) such date as the Borrower may voluntarily and permanently
terminate the Revolving Credit Facility by payment in full of all Revolving
Credit Outstandings, Swing Line Outstandings and Letter of Credit
Outstandings and all accrued interest and fees, and by cancellation of all
Letters of Credit.

"S&P" means Standard & Poor's Ratings Group, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

"Security Instruments" means, collectively, the Pledge Agreement
and all other agreements, instruments and other documents, whether now
existing or hereafter in effect, pursuant to which the Borrower or any
Subsidiary shall grant or convey to the Agent or the Lenders a Lien in
property as security for all or any portion of the Obligations, as any of
them may be amended, modified or supplemented from time to time.

"Solvent" means, when used with respect to any Person, that at
the time of determination:

(i) the fair value of its assets (both at fair valuation
and at present fair saleable value on an orderly basis) is in
excess of the total amount of its liabilities, including
Contingent Obligations; and

(ii) it is then able and expects to be able to pay its
debts as they mature; and

(iii) it has capital sufficient to carry on its business
as conducted and as proposed to be conducted.

"Southwest Agreement" means the Credit Agreement of even date
herewith among The Coca-Cola Bottling Group (Southwest), Inc., the Agent
and the lenders party thereto.

"Southwest Revolving Lenders" means those lenders party to the
Southwest Agreement which hold Revolving Notes (as defined in the Southwest
Agreement).

"Stated Termination Date" means March 11, 2003.

"Subordinated Indebtedness" means the Subordinated Notes together
with all other Indebtedness subordinated to the Obligations on such terms
as shall be acceptable to the Required Lenders.

"Subordinated Notes" means those certain 9% Senior Subordinated
Notes due 2003 issued by the Borrower in an original principal amount of
$125,000,000.

"Subsidiary" means any corporation or other entity in which more
than 50% of its outstanding Voting Stock or more than 50% of all equity
interests is owned directly or indirectly by the Borrower and/or by one or
more of the Borrower's Subsidiaries or is otherwise required by GAAP to
have its financial statements consolidated with those of the Borrower and
its Subsidiaries.

"Swap Agreement" means one or more agreements between the
Borrower and any Lender (or any affiliate of any Lender) with respect to
Indebtedness evidenced by any or all of the Notes, on terms mutually
acceptable to Borrower and such Lender, which agreements create Hedging
Obligations.

"Swing Line" means the revolving line of credit established by
NationsBank in favor of the Borrower pursuant to SECTION 2.14.

"Swing Line Loans" means loans made by NationsBank to the
Borrower pursuant to SECTION 2.14.

"Swing Line Outstandings" means, as of any date of determination,
the aggregate principal amount of all Swing Line Loans then outstanding.

"Swing Line Note" means the promissory note of the Borrower
evidencing Swing Line Loans executed and delivered to NationsBank as
provided in SECTION 2.14 substantially in the form of EXHIBIT F-2

"Termination Event" means: (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder (unless the
notice requirement has been waived by applicable regulation); or (ii) the
withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan
during a plan year in which it was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of
ERISA; or (iii) the termination of a Pension Plan, the filing of a notice
of intent to terminate a Pension Plan or the treatment of a Pension Plan
amendment as a termination under Section 4041 of ERISA; or (iv) the
institution of proceedings to terminate a Pension Plan by the PBGC; or (v)
any other event or condition which would constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; or (vi) the partial or complete withdrawal of
the Borrower or any ERISA Affiliate from a Multiemployer Plan if such
withdrawal is reasonably expected to have a Material Adverse Effect; or
(vii) the imposition of a Lien pursuant to Section 412 of the Code or
Section 302 of ERISA; or (viii) any event or condition which results in the
reorganization or insolvency of a Multiemployer Plan under Section 4241 or
Section 4245 of ERISA, respectively, if such condition is reasonably
expected to have a Material Adverse Effect; or (ix) any event or condition
which results in the termination of a Multiemployer Plan under Section
4041A of ERISA or the institution by the PBGC of proceedings to terminate a
Multiemployer Plan

under Section 4042 of ERISA if such condition is reasonably expected to
have a Material Adverse Effect.

"Total Letter of Credit Commitment" means an amount not to exceed
$10,000,000.

"Total Revolving Credit Commitment" means a principal amount
equal to $230,000,000, as reduced from time to time in accordance with
SECTION 2.7.

"Type" shall mean any type of Loan (i.e., a Base Rate Loan or a
Eurodollar Rate Loan).

"Voting Stock" means shares of capital stock issued by a
corporation, or equivalent interests in any other Person, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening of
such a contingency.

1.2. RULES OF INTERPRETATION.

(a) All accounting terms not specifically defined herein shall
have the meanings assigned to such terms and shall be interpreted in
accordance with GAAP applied on a Consistent Basis.

(b) Each term defined in Article 1 or 9 of the Texas Uniform
Commercial Code shall have the meaning given therein unless otherwise
defined herein, except to the extent that the Uniform Commercial Code of
another jurisdiction is controlling, in which case such terms shall have
the meaning given in the Uniform Commercial Code of the applicable
jurisdiction.

(c) The headings, subheadings and table of contents used herein
or in any other Loan Document are solely for convenience of reference and
shall not constitute a part of any such document or affect the meaning,
construction or effect of any provision thereof.

(d) Except as otherwise expressly provided, references herein to
articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses,
annexes, appendices, exhibits and schedules in or to this Agreement.

(e) All definitions set forth herein or in any other Loan
Document shall apply to the singular as well as the plural form of such
defined term, and all references to the masculine gender shall include
reference to the feminine or neuter gender, and VICE VERSA, as the context
may require.

(f) When used herein or in any other Loan Document, words such
as "hereunder", "hereto", "hereof" and "herein" and other words of like
import shall, unless the context clearly indicates to the contrary, refer
to the whole of the applicable document and not to any particular article,
section, subsection, paragraph or clause thereof.

(g) References to "including" means including without limiting
the generality of any description preceding such term, and for purposes
hereof the rule of EJUSDEM GENERIS shall not be applicable to limit a
general statement, followed by or referable to an enumeration of specific
matters, to matters similar to those specifically mentioned.

(h) All dates and times of day specified herein shall refer to
such dates and times at Charlotte, North Carolina.

(i) Each of the parties to the Loan Documents and their counsel
have reviewed and revised, or requested (or had the opportunity to request)
revisions to, the Loan Documents, and any rule of construction that
ambiguities are to be resolved against the drafting party shall be
inapplicable in the construing and interpretation of the Loan Documents and
all exhibits, schedules and appendices thereto.

(j) Any reference to an officer of the Borrower or any other
Person by reference to the title of such officer shall be deemed to refer
to each other officer of such Person, however titled, exercising the same
or substantially similar functions.

(k) All references to any agreement or document as amended,
modified or supplemented, or words of similar effect, shall mean such
document or agreement, as the case may be, as amended, modified or
supplemented from time to time only as and to the extent permitted therein
and in the Loan Documents.

ARTICLE II

THE REVOLVING CREDIT FACILITY

2.1. LOANS.

(a) COMMITMENT. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Advances to the Borrower under
the Revolving Credit Facility from time to time from the Closing Date until the
Revolving Credit Termination Date on a pro rata basis as to the total borrowing
requested by the Borrower on any day determined by such Lender's Applicable
Commitment Percentage up to but not exceeding the Revolving Credit Commitment of
such Lender, PROVIDED, however, that the Lenders will not be required and shall
have no obligation to make any such Advance (i) so long as a Default or an Event
of Default has occurred and is continuing or (ii) if the Agent has accelerated
the maturity of any of the Notes as a result of an Event of Default; PROVIDED
further, however, that immediately after giving effect to each such Advance and
any concurrent reduction of Loans with the proceeds of such Advance, the
principal amount of Revolving Credit Outstandings plus Letter of Credit
Outstandings plus Swing Line Outstandings shall not exceed the Total Revolving
Credit Commitment. Within such limits, the Borrower may borrow, repay and
reborrow under the Revolving Credit Facility on a Business Day from the Closing
Date until, but (as to borrowings and reborrowings) not including, the Revolving
Credit Termination Date; PROVIDED, however, that (y) no Loan that is a
Eurodollar Rate Loan shall be made which has an Interest Period that extends
beyond the Stated Termination Date and (z) each Loan that is a Eurodollar Rate
Loan may, subject to the provisions of SECTION 2.7, be repaid only on the last
day of the Interest Period with respect thereto unless such payment is
accompanied by the additional payment, if any, required by SECTION 5.5.

(b) AMOUNTS. Except as otherwise permitted by the Lenders from
time to time, the aggregate unpaid principal amount of the Revolving Credit
Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings
shall not exceed at any time the Total Revolving Credit Commitment, and, in the
event there shall be outstanding any such excess, the Borrower shall immediately
make such payments and prepayments as shall be necessary to comply with this
restriction. Each Loan hereunder, other than Base Rate Refunding Loans, and
each Conversion under SECTION 2.8, shall be in an amount of at least $5,000,000,
and, if greater than $5,000,000, an integral multiple of $500,000.

(c) ADVANCES. (i) An Authorized Representative shall give the
Agent (1) at least three (3) Business Days' irrevocable written notice by
telefacsimile transmission of a Borrowing Notice or Interest Rate Selection
Notice (as applicable) with appropriate insertions, effective upon receipt, of
each Loan that is a Eurodollar Rate Loan (whether representing an additional
borrowing hereunder or the Conversion of a borrowing hereunder from Base Rate
Loans to Eurodollar Rate Loans) prior to 11:30 A.M. and (2) irrevocable written
notice by telefacsimile transmission of a Borrowing Notice or Interest Rate
Selection Notice (as applicable) with appropriate insertions, effective upon
receipt, of each Loan (other than Base Rate Refunding Loans to the extent the
same

are effected without notice pursuant to SECTION 2.1(c)(iv)) that is a Base
Rate Loan (whether representing an additional borrowing hereunder or the
Conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate
Loans) prior to 11:30 A.M. on the day of such proposed Loan. Each such
notice shall specify the amount of the borrowing, the Type of Loan (Base Rate
or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan,
the Interest Period to be used in the computation of interest. Notice of
receipt of such Borrowing Notice or Interest Rate Selection Notice, as the
case may be, together with the amount of each Lender's portion of an Advance
requested thereunder, shall be provided by the Agent to each Lender by
telefacsimile transmission with reasonable promptness, but (provided the
Agent shall have received such notice by 11:30 A.M.) not later than 1:00 P.M.
on the same day as the Agent's receipt of such notice.

(ii) Not later than 3:00 P.M. on the date specified for each borrowing
under this SECTION 2.1, each Lender shall, pursuant to the terms and subject to
the conditions of this Agreement, make the amount of the Advance or Advances to
be made by it on such day available by wire transfer to the Agent in the amount
of its pro rata share, determined according to such Lender's Applicable
Commitment Percentage of the Loan or Loans to be made on such day. Such wire
transfer shall be directed to the Agent at the Principal Office and shall be in
the form of Dollars constituting immediately available funds. The amount so
received by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by delivery of the proceeds thereof
to the Borrower's Account or otherwise as shall be directed in the applicable
Borrowing Notice by the Authorized Representative and reasonably acceptable to
the Agent.

(iii) The Borrower shall have the option to elect the duration of the
initial and any subsequent Interest Periods and to Convert the Loans in
accordance with SECTION 2.8. Eurodollar Rate Loans and Base Rate Loans may be
outstanding at the same time, PROVIDED, HOWEVER, there shall not be outstanding
at any one time Eurodollar Rate Loans having more than six (6) different
Interest Periods; PROVIDED, FURTHER, from the Closing Date until the earlier of
(A) the expiration of 180 days or (B) the date on which NMS notifies the
Borrower of the end of the syndication, Interest Periods shall be limited to one
month and outstanding Loans bearing interest at the Eurodollar Rate shall be for
Interest Periods ending on the same date. If the Agent does not receive a
Borrowing Notice or an Interest Rate Selection Notice giving notice of election
of the duration of an Interest Period or of Conversion of any Loan to or
Continuation of a Loan as a Eurodollar Rate Loan by the time prescribed by
SECTION 2.1(c) OR 2.8, the Borrower shall be deemed to have elected to Convert
such Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower
notifies the Agent in accordance with SECTION 2.8.

(iv) Notwithstanding the foregoing, if a drawing is made under any
Letter of Credit, such drawing is honored by the Issuing Bank prior to the
Stated Termination Date, then (A) provided that the conditions to making a Loan
as herein provided shall then be satisfied, the Reimbursement Obligation arising
from such drawing shall be paid to the Issuing Bank by the Agent without the
requirement of notice to or from the Borrower from immediately available funds
which shall be advanced as a Base Rate Refunding Loan by each Lender under the
Revolving Credit Facility in an amount equal to such Lender's Applicable
Commitment Percentage of such Reimbursement

Obligation, and (B) if the conditions to making a Loan as herein provided
shall not then be satisfied, each of the Lenders shall fund by payment to the
Agent (for the benefit of the Issuing Bank) in immediately available funds
the purchase from the Issuing Bank of their respective Participations in the
related Reimbursement Obligation based on their respective Applicable
Commitment Percentages of the Total Letter of Credit Commitment. If a
drawing is presented under any Letter of Credit in accordance with the terms
thereof and the Borrower shall not immediately reimburse the Issuing Bank in
respect thereof, then notice of such drawing or payment shall be provided
promptly by the Issuing Bank to the Agent and the Agent shall provide notice
to each Lender by telephone or telefacsimile transmission. If notice to the
Lenders of a drawing under any Letter of Credit is given by the Agent at or
before 12:00 noon on any Business Day, each Lender shall, pursuant to the
conditions specified in this SECTION 2.1(c)(iv), either make a Base Rate
Refunding Loan or fund the purchase of its Participation in the amount of
such Lender's Applicable Commitment Percentage of such drawing or payment and
shall pay such amount to the Agent for the account of the Issuing Bank at the
Principal Office in Dollars and in immediately available funds before 2:30
P.M. on the same Business Day. If notice to the Lenders of a drawing under a
Letter of Credit is given by the Agent after 12:00 noon on any Business Day,
each Lender shall, pursuant to the conditions specified in this SECTION
2.1(c)(iv), either make a Base Rate Refunding Loan or fund the purchase of
its Participation in the amount of such Lender's Applicable Commitment
Percentage of such drawing or payment and shall pay such amount to the Agent
for the account of the Issuing Bank at the Principal Office in Dollars and in
immediately available funds before 12:00 noon on the next following Business
Day. Any such Base Rate Refunding Loan shall be advanced as, and shall
Continue as, a Base Rate Loan unless and until the Borrower Converts such
Base Rate Loan in accordance with the terms of SECTION 2.8.

2.2. PAYMENT OF INTEREST. (a) The Borrower shall pay interest to the
Agent for the account of each Lender on the outstanding and unpaid principal
amount of each Loan made by such Lender for the period commencing on the date
of such Loan until such Loan shall be due at the then applicable Base Rate
for Base Rate Loans or applicable Eurodollar Rate for Eurodollar Rate Loans,
as designated by the Authorized Representative pursuant to SECTION 2.1;
PROVIDED, HOWEVER, that if any amount shall not be paid when due (at
maturity, by acceleration or otherwise), such amount shall bear interest
thereafter at the Default Rate from date due until paid, PROVIDED, FURTHER,
HOWEVER, that if an Event of Default occurs by reason of such non-payment,
then, from and after the occurrence of such Event of Default and for so long
as such Event of Default shall be continuing, all amounts outstanding
hereunder (including such amount) shall bear interest at the Default Rate.

(b) Interest on each Loan shall be computed on the basis of a
year of 360 days and calculated in each case for the actual number of days
elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on the
last Business Day of each March, June, September and December, commencing March
31, 1998 for each Base Rate Loan, (ii) on the last day of the applicable
Interest Period for each Eurodollar Rate Loan and, if such Interest Period
extends for more than three (3) months, at intervals of three (3) months after
the first day of such Interest Period, and (iii) upon payment in full of the
principal amount of such Loan.

2.3. PAYMENT OF PRINCIPAL. The principal amount of each Loan shall be
due and payable to the Agent for the benefit of each Lender in full on the
Revolving Credit Termination Date, or earlier as specifically provided herein.
The principal amount of any Base Rate Loan may be prepaid in whole or in part at
any time. The principal amount of any Eurodollar Rate Loan may be prepaid only
at the end of the applicable Interest Period unless the Borrower shall pay to
the Agent for the account of the Lenders the additional amount, if any, required
under SECTION 5.5. All prepayments of Loans made by the Borrower shall be in the
amount of $5,000,000 or such greater amount which is an integral multiple of
$500,000, or the amount equal to all Revolving Credit Outstandings, or such
other amount as necessary to comply with SECTION 2.1(b) or SECTION 2.8.

2.4. NON-CONFORMING PAYMENTS. (a) Each payment of principal (including
any prepayment) and payment of interest and fees, and any other amount
required to be paid to the Lenders with respect to the Loans, shall be made
to the Agent at the Principal Office, for the account of each Lender, in
Dollars and in immediately available funds before 12:30 P.M. on the date such
payment is due. The Agent may upon the request of the Borrower, but shall
not be obligated to, debit the amount of any such payment which is not made
by such time to any ordinary deposit account, if any, of the Borrower with
the Agent.

(b) The Agent shall deem any payment made by or on behalf of the
Borrower hereunder that is not made both in Dollars and in immediately
available funds and prior to 12:30 P.M. to be a non-conforming payment. Any
such payment shall not be deemed to be received by the Agent until the later
of (i) the time such funds become available funds and (ii) the next Business
Day. Any non-conforming payment may, to the extent provided in SECTION 10.1,
become a Default or Event of Default. Interest shall continue to accrue on
any principal as to which a non-conforming payment is made until the later of
(x) the date such funds become available funds or (y) the next Business Day
at the Default Rate from the date such amount was due and payable.

(c) In the event that any payment hereunder or under the Notes
becomes due and payable on a day other than a Business Day, then such due date
shall be extended to the next succeeding Business Day unless provided otherwise
under clause (ii) of the definition of "Interest Period"; PROVIDED that interest
shall continue to accrue during the period of any such extension and PROVIDED
further, that in no event shall any such due date be extended beyond the
Revolving Credit Termination Date.

2.5. NOTES. Loans made by each Lender shall be evidenced by the Note
payable to the order of such Lender in the respective amount of its Applicable
Commitment Percentage of the Revolving Credit Commitment, which Note shall be
dated the Closing Date or a later date pursuant to an Assignment and Acceptance
and shall be duly completed, executed and delivered by the Borrower.

2.6. PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Loans and the fee
described in SECTION 2.10 shall be made to the Agent for the account of the
Lenders pro rata based on their Applicable Commitment

Percentages, (b) all payments to be made by the Borrower for the account of
each of the Lenders on account of principal, interest and fees, shall be made
without diminution, setoff, recoupment or counterclaim, and (c) the Agent
will promptly distribute to the Lenders in immediately available funds
payments received in fully collected, immediately available funds from the
Borrower.

2.7. REDUCTIONS. The Borrower shall, by notice from an Authorized
Representative, have the right from time to time but not more frequently than
once each calendar month (excluding prepayments made pursuant to SECTION 3.13),
upon not less than three (3) Business Days' written notice to the Agent,
effective upon receipt, to permanently reduce the Total Revolving Credit
Commitment. The Agent shall give each Lender, within one (1) Business Day of
receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in
writing), of such reduction. Each such reduction shall be in the aggregate
amount of $5,000,000 or such greater amount which is in an integral multiple of
$500,000, or the entire remaining Total Revolving Credit Commitment, and shall
permanently reduce the Total Revolving Credit Commitment. Each reduction of the
Total Revolving Credit Commitment shall be accompanied by payment of the Loans
to the extent that the principal amount of Revolving Credit Outstandings plus
Letter of Credit Outstandings plus Swing Line Outstandings exceeds the Total
Revolving Credit Commitment after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid. No such reduction shall
result in the payment of any Eurodollar Rate Loan other than on the last day of
the Interest Period of such Eurodollar Rate Loan unless such prepayment is
accompanied by amounts due, if any, under SECTION 5.5.

2.8. CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Subject
to the limitations set forth below and in ARTICLE V, the Borrower may:

(a) upon delivery, effective upon receipt, of a properly
completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M. on
any Business Day, Convert all or a part of Eurodollar Rate Loans under the
Revolving Credit Facility to Base Rate Loans on the last day of the Interest
Period for such Eurodollar Rate Loans; and

(b) provided that no Default or Event of Default shall have
occurred and be continuing, upon delivery, effective upon receipt, of a properly
completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M.
three (3) Business Days' prior to the date of such election or Conversion:

(i) elect a subsequent Interest Period for all or a
portion of Eurodollar Rate Loans under the Revolving Credit
Facility to begin on the last day of the then current Interest
Period for such Eurodollar Rate Loans; and

(ii) Convert Base Rate Loans under the Revolving Credit
Facility to Eurodollar Rate Loans on any Business Day.

Each election and Conversion pursuant to this SECTION 2.8 shall be subject
to the limitations on Eurodollar Rate Loans set forth in the definition of
"Interest Period" herein and in SECTIONS 2.1, 2.3 and ARTICLE V. The Agent
shall give written notice to each Lender of such notice of election or
Conversion prior to 3:00 P.M. on the day such notice of election or Conversion
is received. All such Continuations or Conversions of Loans shall be effected
pro rata based on the Applicable Commitment Percentages of the Lenders.

2.9. INCREASE AND DECREASE IN AMOUNTS. The amount of the Total
Revolving Credit Commitment which shall be available to the Borrower as
Advances shall be reduced by the aggregate amount of Letter of Credit
Outstandings and Swing Line Outstandings.

2.10. UNUSED FEE. For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date, the Borrower agrees to pay to
the Agent, for the pro rata benefit of the Lenders based on their Applicable
Commitment Percentages, an unused fee equal to the Applicable Unused Fee
multiplied by the average daily amount by which the Total Revolving Credit
Commitment exceeds the sum of (i) Revolving Credit Outstandings without giving
effect to Swing Line Outstandings plus (ii) Letter of Credit Outstandings. Such
fee shall be due in arrears on the last Business Day of each March, June,
September and December commencing March 31, 1998 to and on the Revolving Credit
Termination Date. Notwithstanding the foregoing, so long as any Lender fails to
make available any portion of its Revolving Credit Commitment when requested,
such Lender shall not be entitled to accrue or receive payment of its pro rata
share of such fee until such Lender shall make available such portion. Such fee
shall be calculated on the basis of a year of 360 days for the actual number of
days elapsed.

2.11. DEFICIENCY ADVANCES. No Lender shall be responsible for any
default of any other Lender in respect to such other Lender's obligation to
make any Loan or fund its purchase of any Participation hereunder nor shall
the Revolving Credit Commitment of any Lender hereunder be increased as a
result of such default of any other Lender. Without limiting the generality
of the foregoing, in the event any Lender shall fail to advance funds to the
Borrower under the Revolving Credit Facility as herein provided, the Agent
may in its discretion, but shall not be obligated to, advance under the Note
in its favor as a Lender all or any portion of such amount or amounts (each,
a "deficiency advance") and shall thereafter be entitled to payments of
principal of and interest on such deficiency advance in the same manner and
at the same interest rate or rates to which such other Lender would have been
entitled had it made such advance under its Note; provided that, upon payment
to the Agent from such other Lender of the entire outstanding amount of each
such deficiency advance, together with accrued and unpaid interest thereon,
from the most recent date or dates interest was paid to the Agent by the
Borrower on each Loan comprising the deficiency advance at the interest rate
per annum for overnight borrowing by the Agent from the Federal Reserve Bank,
then such payment shall be credited against the applicable Note of the Agent
in full payment of such deficiency advance and the Borrower shall be deemed
to have borrowed the amount

of such deficiency advance from such other Lender as of the most recent date
or dates, as the case may be, upon which any payments of interest were made
by the Borrower thereon.

2.12. USE OF PROCEEDS. The proceeds of the Loans made pursuant to the
Revolving Credit Facility hereunder shall be used by the Borrower for general
working capital needs, purchases for cancellation and redemptions of
Subordinated Notes in accordance with the provisions of the Subordinated Notes
and other lawful corporate purposes, including the making of Acquisitions and
Capital Expenditures permitted hereunder and refinancing existing Indebtedness
as permitted hereunder.

2.13. MANDATORY REDUCTIONS. The Borrower shall make the following
required permanent reductions in the Total Revolving Credit Commitment and
prepayments of the Revolving Credit Outstandings and all interest accrued
thereon (to the extent required hereunder) within the time period specified
below:

(a) from the Net Issuance Proceeds of each public offering or
private placement of Indebtedness for Money Borrowed or Subordinated
Indebtedness of the Borrower or any Subsidiary permitted hereunder (other
than securities issued to the Borrower or another Subsidiary) in an amount
equal to one hundred percent (100%) of such Net Issuance Proceeds, each
such reduction and prepayment to be made within ten (10) Business Days of
receipt of such Net Issuance Proceeds and upon not less than five (5)
Business Days' written notice to the Agent, which notice shall include a
certificate of an Authorized Representative setting forth in reasonable
detail the calculations utilized in computing the amount of such reduction
and prepayment; PROVIDED, that no prepayment shall be required with
proceeds of Indebtedness permitted to be incurred under SECTION 9.5.

(b) from the Net Cash Proceeds of each Asset Sale permitted
hereunder in an amount equal to one hundred percent (100%) of such Net Cash
Proceeds which (A) exceed $500,000 for any single or series of related
transactions or (B) when aggregated with all other Net Cash Proceeds from
Asset Sales received during any Fiscal Year exceed $1,000,000, in each
case, in an amount equal to one hundred percent (100%) of such Net Proceeds
in excess of such threshold amounts; PROVIDED, however, that no reduction
or prepayment will be required under this SECTION 2.13(b) for up to
$1,000,000 of Net Cash Proceeds received in any Fiscal Year to the extent
reinvested in assets similar to those subject to the Asset Sale and
utilized in the operation of the Borrower's or any of its Subsidiaries'
business so long as reinvested in such Fiscal Year or within 90 days of the
end of such Fiscal Year. Each such reduction and prepayment to be made
within ten (10) Business Days following the expiration of the 90 day period
referred to in the preceding sentence and upon not less than five (5)
Business Days written notice to the Agent, which notice shall include a
certificate of an Authorized Representative setting forth in reasonable
detail the calculations utilized in computing the amount of such reduction
and prepayment; provided that no reduction or prepayment shall be required
with the Net Cash Proceeds of a sale and leaseback permitted under SECTION
9.13.

The Total Revolving Credit Commitment shall be reduced by the amount of Net
Issuance Proceeds and Net Cash Proceeds set forth in clauses (a) and (b) above.
To the extent that the principal amount of Revolving Credit Outstandings plus
Letter of Credit Outstandings plus Swing Line Outstandings exceeds the Total
Revolving Credit Commitment after giving effect to such reduction, the Borrower
shall repay the Revolving Loans to the extent of such excess, together with
accrued and unpaid interest thereon, to the Agent for the benefit of the
Lenders.

The Agent shall give each Lender, within one (1) Business Day, telefacsimile
notice of each notice of prepayment described in clauses (a) and (b) of this
SECTION 2.13. All mandatory prepayments made pursuant to this SECTION 2.13 shall
be applied ratably to the Revolving Credit Outstandings based on each Lender's
Applicable Commitment Percentage, such payments to be applied first to any
outstanding Base Rate Loans and thereafter to Eurodollar Rate Loans. Any
prepayment of a Eurodollar Rate Loan pursuant to this SECTION 2.13 other than on
the last day of an Interest Period shall be accompanied by the additional
payment, if any, required by SECTION 5.5.

2.14. SWING LINE. (a) Notwithstanding any other provision of this
Agreement to the contrary, in order to administer the Revolving Credit Facility
in an efficient manner and to minimize the transfer of funds between the Agent
and the Lenders, NationsBank shall make available Swing Line Loans to the
Borrower prior to the Revolving Credit Termination Date. NationsBank shall not
make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of
NationsBank the Borrower is not in compliance with all the conditions to the
making of Loans set forth in this Agreement, (ii) if after giving effect to such
Swing Line Loan, the Swing Line Outstandings exceed $10,000,000, or (iii) if
after giving effect to such Swing Line Loan, the sum of the Swing Line
Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings
exceeds the Total Revolving Credit Commitment. The Borrower may borrow, repay
and reborrow under this SECTION 2.14. Unless notified to the contrary by
NationsBank, borrowings under the Swing Line shall be made in the minimum amount
of $500,000 or, if greater, in amounts which are integral multiples of $100,000,
or in the amount necessary to effect a Base Rate Refunding Loan, upon written
request by telefacsimile transmission, effective upon receipt, by an Authorized
Representative of the Borrower made to NationsBank not later than 12:30 P.M. on
the Business Day of the requested borrowing. Each such Borrowing Notice shall
specify the amount of the borrowing and the date of borrowing, and shall be in
the form of EXHIBIT D-2, with appropriate insertions. Unless notified to the
contrary by NationsBank, each repayment of a Swing Line Loan shall be in an
amount which is an integral multiple of $100,000 or the aggregate amount of all
Swing Line Outstandings. If the Borrower instructs NationsBank to debit any
demand deposit account of the Borrower in the amount of any payment with respect
to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30
P.M. on a Business Day, such payment shall be deemed received on the next
Business Day.

(b) Swing Line Loans shall bear interest at the Prime Rate minus
0.5%. The interest payable on Swing Line Loans is solely for the account of
NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be
payable on the dates and in the manner provided in SECTIONS 2.2(b) AND 2.4 with
respect to interest on Base Rate Loans. The Swing Line Outstandings shall be
evidenced by the Swing Line Note delivered to NationsBank.

(c) Upon the making of a Swing Line Loan, each Lender shall be deemed
to have purchased from NationsBank a Participation therein in an amount equal to
that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon
demand made by NationsBank, each Lender shall, according to its Applicable
Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank
its purchase price therefor in an amount equal to its Participation therein.
Any Advance made by a Lender pursuant to demand of NationsBank of the purchase
price of its Participation shall be deemed (i) provided that the conditions to
making Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1
until the Borrower Converts such Base Rate Loan in accordance with the terms of
SECTION 2.8, and (ii) in all other cases, the funding by each Lender of the
purchase price of its Participation in such Swing Line Loan. The obligation of
each Lender to so provide its purchase price to NationsBank shall be absolute
and unconditional and shall not be affected by the occurrence of an Event of
Default or any other occurrence or event.

The Borrower, at its option and subject to the terms hereof, may request an
Advance pursuant to SECTION 2.1 in an amount sufficient to repay Swing Line
Outstandings on any date and the Agent shall provide from the proceeds of such
Advance to NationsBank the amount necessary to repay such Swing Line
Outstandings (which NationsBank shall then apply to such repayment) and credit
any balance of the Advance in immediately available funds in the manner directed
by the Borrower pursuant to SECTION 2.1(c)(ii). The proceeds of such Advances
shall be paid to NationsBank for application to the Swing Line Outstandings and
the Lenders shall then be deemed to have made Loans in the amount of such
Advances. The Swing Line shall continue in effect until the earlier of (a) the
Revolving Credit Termination Date and (b) the resignation of NationsBank as
Agent pursuant to SECTION 11.7, at which time all Swing Line Outstandings and
accrued interest thereon shall be due and payable in full.

ARTICLE III

LETTERS OF CREDIT

3.1. LETTERS OF CREDIT. The Issuing Bank agrees, subject to the terms
and conditions of this Agreement, upon request of the Borrower to issue from
time to time for the account of the Borrower or its Subsidiaries Letters of
Credit upon delivery to the Issuing Bank of an Application and Agreement for
Letter of Credit relating thereto in form and content acceptable to the Issuing
Bank; PROVIDED, that (i) the Letter of Credit Outstandings shall not exceed the
Total Letter of Credit Commitment and (ii) no Letter of Credit shall be issued
if, after giving effect thereto, Letter of Credit Outstandings plus Revolving
Credit Outstandings plus Swing Line Outstandings shall exceed the Total
Revolving Credit Commitment. No Letter of Credit shall have an expiry date
(including all rights of the Borrower or any beneficiary named in such Letter of
Credit to require renewal) or payment date occurring later than the earlier to
occur of one year after the date of its issuance or the fifth Business Day prior
to the Stated Termination Date.

3.2. REIMBURSEMENT.

(a) The Borrower hereby unconditionally agrees to pay to the
Issuing Bank immediately on demand at the Principal Office all amounts required
to pay all drafts drawn or purporting to be drawn under the Letters of Credit
and all reasonable expenses incurred by the Issuing Bank in connection with the
Letters of Credit. The Issuing Bank agrees to give the Borrower prompt notice
of any request for a draw under a Letter of Credit. To the extent the Issuing
Bank is not reimbursed by the Agent for a drawing as provided in SECTION
3.1(c)(iv), the Issuing Bank may charge any account the Borrower may have with
it for any and all amounts the Issuing Bank pays under a Letter of Credit, plus
charges and reasonable expenses as from time to time agreed to by the Issuing
Bank and the Borrower; provided that to the extent permitted by
SECTION 2.1(c)(iv) and SECTION 2.14, amounts shall be paid pursuant to Advances
under the Revolving Credit Facility or, if the Borrower shall elect by notice to
the Agent prior to an Advance pursuant to SECTION 3.1(c)(iv), by Swing Line
Loans. The Borrower agrees to pay the Issuing Bank interest on any
Reimbursement Obligations not paid when due hereunder at the Base Rate plus two
percent (2.0%), or the maximum rate permitted by applicable law, if lower, such
rate to be calculated on the basis of a year of 360 days for actual days
elapsed.

(b) In accordance with the provisions of SECTION 2.1(c), the
Issuing Bank shall notify the Agent of any drawing under any Letter of Credit
promptly following the receipt by the Issuing Bank of such drawing.

(c) Each Lender (other than the Issuing Bank) shall
automatically acquire on the date of issuance thereof, a Participation in the
liability of the Issuing Bank in respect of each Letter of Credit in an amount
equal to such Lender's Applicable Commitment Percentage of such liability, and
to the extent that the Borrower is obligated to pay the Issuing Bank under
SECTION 3.2(a), each Lender (other than the Issuing Bank) thereby shall
absolutely, unconditionally and irrevocably

assume, and shall be unconditionally obligated to pay to the Issuing Bank as
hereinafter described, its Applicable Commitment Percentage of the liability
of the Issuing Bank under such Letter of Credit.

(i) Each Lender (including the Issuing Bank in its
capacity as a Lender) shall, subject to the terms and conditions
of ARTICLE II, pay to the Agent for the account of the Issuing
Bank at the Principal Office in Dollars and in immediately
available funds, an amount equal to its Applicable Commitment
Percentage of any drawing under a Letter of Credit, such funds to
be provided in the manner described in SECTION 2.1(c)(iv).

(ii) Simultaneously with the making of each payment by a
Lender to the Issuing Bank pursuant to SECTION 2.1(c)(iv)(B),
such Lender shall, automatically and without any further action
on the part of the Issuing Bank or such Lender, acquire a
Participation in an amount equal to such payment (excluding the
portion thereof constituting interest accrued prior to the date
the Lender made its payment) in the related Reimbursement
Obligation of the Borrower. The Reimbursement Obligation of the
Borrower shall be immediately due and payable whether by Advances
made in accordance with SECTION 2.1(c)(iv), Swing Line Loans made
in accordance with SECTION 2.14, or otherwise.

(iii) Each Lender's obligation to make payment to the
Agent for the account of the Issuing Bank pursuant to SECTION
2.1(c)(iv) and this SECTION 3.2(c), and the right of the Issuing
Bank to receive the same, shall be absolute and unconditional,
shall not be affected by any circumstance whatsoever and shall be
made without any offset, abatement, withholding or reduction
whatsoever. If any Lender is obligated to pay but does not pay
amounts to the Agent for the account of the Issuing Bank in full
upon such request as required by SECTION 2.1(c)(iv) or this
SECTION 3.2(c), such Lender shall, on demand, pay to the Agent
for the account of the Issuing Bank interest on the unpaid amount
for each day during the period commencing on the date of notice
given to such Lender pursuant to SECTION 2.1(c) until such Lender
pays such amount to the Agent for the account of the Issuing Bank
in full at the interest rate per annum for overnight borrowing by
the Issuing Bank from the Federal Reserve Bank.

(iv) In the event the Lenders have purchased
Participations in any Reimbursement Obligation as set forth in
clause (ii) above, then at any time payment (in fully collected,
immediately available funds) of such Reimbursement Obligation, in
whole or in part, is received by Issuing Bank from the Borrower,
the Issuing Bank shall promptly pay to each Lender an amount
equal to its Applicable Commitment Percentage of such payment
from the Borrower.

(d) Promptly following the end of each calendar quarter, the
Issuing Bank shall deliver to the Agent a notice describing the aggregate
undrawn amount of all Letters of Credit at the end of such quarter and the Agent
shall deliver a copy of such notice to the Lenders. Upon the request of any
Lender from time to time, the Issuing Bank shall deliver to the Agent, and the
Agent shall deliver to such Lender, any other information reasonably requested
by such Lender with respect to each Letter of Credit outstanding.

(e) The issuance by the Issuing Bank of each Letter of Credit
shall, in addition to the conditions precedent set forth in ARTICLE VI, be
subject to the conditions that such Letter of Credit be in such form and contain
such terms as shall be reasonably satisfactory to the Issuing Bank consistent
with the then current practices and procedures of the Issuing Bank with respect
to similar letters of credit, and the Borrower shall have executed and delivered
such other instruments and agreements relating to such Letters of Credit as the
Issuing Bank shall have reasonably requested consistent with such practices and
procedures and shall not be in conflict with any of the express terms herein
contained. All Letters of Credit shall be issued pursuant to and subject to the
Uniform Customs and Practice for Documentary Credits, 1993 revision,
International Chamber of Commerce Publication No. 500 and all subsequent
amendments and revisions thereto. To the extent that any provision contained in
the Applications and Agreements for Letters of Credit shall be in conflict, this
Agreement shall control.

(f) The Borrower agrees that the Issuing Bank may, in its sole
discretion, accept or pay, as complying with the terms of any Letter of Credit,
any drafts or other documents otherwise in order which may be signed or issued
by an administrator, executor, trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, liquidator, receiver, attorney in fact or
other legal representative of a party who is authorized under such Letter of
Credit to draw or issue any drafts or other documents.

(g) Without limiting the generality of the provisions of SECTION
12.9 but subject to the limitation on liability set forth therein, the Borrower
hereby agrees to indemnify and hold harmless the Issuing Bank, each other Lender
and the Agent from and against any and all claims and damages, losses,
liabilities, reasonable costs and expenses which the Issuing Bank, such other
Lender or the Agent may incur (or which may be claimed against the Issuing Bank,
such other Lender or the Agent) by any Person by reason of or in connection with
the issuance or transfer of or payment or failure to pay under any Letter of
Credit; provided that the Borrower shall not be required to indemnify the
Issuing Bank, any other Lender or the Agent for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, (i) caused
by the willful misconduct or gross negligence of the party to be indemnified or
(ii) caused by the failure of the Issuing Bank to pay under any Letter of Credit
after the presentation to it of a request for payment strictly complying with
the terms and conditions of such Letter of Credit, unless such payment is
prohibited by any law, regulation, court order or decree. The indemnification
and hold harmless provisions of this SECTION 3.2(g) shall survive repayment of
the Obligations, occurrence of the Revolving Credit Termination Date and
expiration or termination of this Agreement.

(h) Without limiting Borrower's rights as set forth in SECTION
3.2(g), the obligation of the Borrower to immediately reimburse the Issuing Bank
for drawings made under Letters of Credit and the Issuing Bank's right to
receive such payment shall be absolute, unconditional and irrevocable, and that
such obligations of the Borrower shall be performed strictly in accordance with
the terms of this Agreement and such Letters of Credit and the related
Applications and Agreements for any Letter of Credit, under all circumstances
whatsoever, including the following circumstances:

(i) any lack of validity or enforceability of the Letter
of Credit, the obligation supported by the Letter of Credit or
any other agreement or instrument relating thereto (collectively,
the "Related LC Documents");

(ii) any amendment or waiver of or any consent to or
departure from all or any of the Related LC Documents;

(iii) the existence of any claim, setoff, defense (other
than the defense of payment in accordance with the terms of this
Agreement) or other rights which the Borrower may have at any
time against any beneficiary or any transferee of a Letter of
Credit (or any persons or entities for whom any such beneficiary
or any such transferee may be acting), the Agent, the Lenders or
any other Person, whether in connection with the Loan Documents,
the Related LC Documents or any unrelated transaction;

(iv) any breach of contract or other dispute between the
Borrower and any beneficiary or any transferee of a Letter of
Credit (or any persons or entities for whom such beneficiary or
any such transferee may be acting), the Agent, the Lenders or any
other Person;

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

(vi) any delay, extension of time, renewal, compromise or
other indulgence or modification granted or agreed to by the
Agent, with or without notice to or approval by the Borrower in
respect of any of the Obligations under this Agreement; or

(vii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

3.3. LETTER OF CREDIT FACILITY FEES. The Borrower shall pay to the
Agent, (i) for the pro rata benefit of the Lenders based on their Applicable
Commitment Percentages, a fee on the aggregate amount available to be drawn on
each outstanding Letter of Credit at a rate equal to the

Applicable Margin for Eurodollar Rate Loans, and (ii) for the Issuing Bank,
0.125% based on the aggregate amount available to be drawn on each
outstanding Letter of Credit. Such fees shall be computed on a per annum
basis and shall be due with respect to each Letter of Credit quarterly in
arrears on the last day of each March, June, September and December, the
first such payment to be made on the first such date occurring after the date
of issuance of a Letter of Credit. The fees described in this SECTION 3.3
shall be calculated on the basis of a year of 360 days for the actual number
of days elapsed.

3.4. ADMINISTRATIVE FEES. The Borrower shall pay to the Issuing Bank
such administrative fee and other fees, if any, in connection with the Letters
of Credit in such amounts and at such times as the Issuing Bank and the Borrower
shall agree from time to time.

ARTICLE IV

CREDIT ENHANCEMENT

4.1. GUARANTY. To guarantee the full and timely payment and
performance of all Obligations now existing or hereafter arising, the Borrower
shall cause the Facility Guaranty to be delivered by each Subsidiary in form
and substance reasonably acceptable to the Agent on or before the Closing Date.
The Borrower hereby agrees to cause a Facility Guaranty to be delivered by any
hereafter acquired or created Subsidiary pursuant to the terms of SECTION 8.19.

4.2. STOCK PLEDGE. (a) As security for the full and timely payment
and performance of (i) all Obligations now existing or hereafter arising and
(ii) if applicable, its obligations as a Guarantor under the Facility Guaranty,
the Loan Parties shall on or before the Closing Date deliver to the Agent, in
form and substance reasonably acceptable to the Agent, a Pledge Agreement
pledging 100% of the stock of the Borrower's Subsidiaries to the Agent for the
benefit of the Lenders, subject to no other Lien or encumbrance, together with
certificates representing such Pledged Stock with stock powers duly executed in
blank.

(b) Upon the delivery of the fourth consecutive compliance certificate
furnished to the Agent pursuant to SECTION 8.1(a)(ii) and SECTION 8.1(b)(ii)
demonstrating a Consolidated Total Leverage Ratio of not greater than 4.50 to
1.00, the Borrower may request that the Pledged Stock be released. Upon such
request, the Pledge Agreement shall automatically be terminated without any
consent from or any act by the Agent, the Lenders or any other party.

4.3. FURTHER ASSURANCES. At the request of the Agent, the Borrower
will or will cause its Subsidiaries, as the case may be to execute, by its duly
authorized officers, alone or with the Agent, any certificate, instrument,
statement or document, or to procure any such certificate, instrument, statement
or document, or to take such other action (and pay all reasonably connected
costs) which the Agent reasonably deems necessary from time to time to create,
continue or preserve the liens and security interests in the Collateral (and the
perfection and priority thereof) contemplated hereby and by the other Loan
Documents.

ARTICLE V

CHANGE IN CIRCUMSTANCES

5.1. INCREASED COST AND REDUCED RETURN.

(a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such governmental authority, central bank, or
comparable agency:

(i) shall subject such Lender (or its Applicable Lending
Office) to any tax, duty, or other charge with respect to any Eurodollar
Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or
change the basis of taxation of any amounts payable to such Lender (or its
Applicable Lending Office) under this Agreement or its Note in respect of
any Eurodollar Rate Loans (other than taxes imposed on the overall net
income of such Lender by the jurisdiction in which such Lender has its
principal office or such Applicable Lending Office);

(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement (other than
the Reserve Requirement utilized in the determination of the Eurodollar
Rate) relating to any extensions of credit or other assets of, or any
deposits with or other liabilities or commitments of, such Lender (or its
Applicable Lending Office), including the Revolving Credit Commitment of
such Lender hereunder; or

(iii) shall impose on such Lender (or its Applicable
Lending Office) or on the London interbank market any other condition
affecting this Agreement or its Note or any of such extensions of credit or
liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Rate Loans or to reduce any sum received or
receivable by such Lender (or its Applicable Lending Office) under this
Agreement or its Note with respect to any Eurodollar Rate Loans, then the
Borrower shall pay to such Lender on demand such amount or amounts as will
compensate such Lender for such increased cost or reduction. If any Lender
requests compensation by the Borrower under this SECTION 5.1(a), the Borrower
may, by notice to such Lender (with a copy to the Agent), suspend the obligation
of such Lender to make or Continue Loans of the Type with respect to which such
compensation is requested, or to Convert Loans of any other Type into Loans of
such Type, until the event or condition giving rise to such request ceases to be
in effect (in which case the provisions of SECTION 5.4 shall be applicable);
PROVIDED that such suspension shall not affect the right of such Lender to
receive the compensation so requested.

(b) If, after the date hereof, any Lender shall have determined that
the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

(c) Each Lender shall promptly notify the Borrower and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this SECTION 5.1 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender
claiming compensation under this SECTION 5.1 shall furnish to the Borrower and
the Agent a statement setting forth the additional amount or amounts to be paid
to it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

(d) Each demand for compensation pursuant to this SECTION 5.1 shall
be made not later than 180 days after the date on which the Person making the
demand determines that such compensation is payable hereunder.

5.2. LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Loan:

(a) the Agent determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period; or

(b) the Required Lenders determine (which determination shall be
conclusive) and notify the Agent that the Eurodollar Rate will not
adequately and fairly reflect the cost to the Lenders of funding Eurodollar
Rate Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as such
condition remains in effect, the Lenders shall be under no obligation to make
additional Loans of such Type, Continue Loans of such Type, or to Convert Loans
of any other Type into Loans of such Type and the Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Loans of the
affected Type, either

prepay such Loans or Convert such Loans into another Type of Loan in
accordance with the terms of this Agreement.

5.3. ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrower thereof and such
Lender's obligation to make or Continue Eurodollar Rate Loans and to Convert
other Types of Loans into Eurodollar Rate Loans shall be suspended until such
time as such Lender may again make, maintain, and fund Eurodollar Rate Loans (in
which case the provisions of SECTION 5.4 shall be applicable).

5.4. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to SECTION
5.1, 5.2 OR 5.3 hereof (Loans of such Type being herein called "Affected Loans"
and such Type being herein called the "Affected Type"), such Lender's Affected
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for Affected Loans (or, in the case of a
Conversion required by SECTION 5.3 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
SECTION 5.1, 5.2 OR 5.3 hereof that gave rise to such Conversion no longer
exist:

(a) to the extent that such Lender's Affected Loans have been so
Converted, all payments and prepayments of principal that would otherwise
be applied to such Lender's Affected Loans shall be applied instead to its
Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by such
Lender as Loans of the Affected Type shall be made or Continued instead as
Base Rate Loans, and all Loans of such Lender that would otherwise be
Converted into Loans of the Affected Type shall be Converted instead into
(or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in SECTION 5.1, 5.2 OR 5.3 hereof that gave rise to the
Conversion of such Lender's Affected Loans pursuant to this SECTION 5.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Revolving
Credit Commitments.

5.5. COMPENSATION. Upon the request of any Lender, the Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to

compensate it for any loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:

(a) any payment, prepayment, or Conversion of a Eurodollar Rate
Loan for any reason (including, without limitation, the acceleration of the
Loans pursuant to SECTION 10.1) on a date other than the last day of the
Interest Period for such Loan; or

(b) any failure by the Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in
ARTICLE VII to be satisfied) to borrow, Convert, Continue, or prepay a
Eurodollar Rate Loan on the date for such borrowing, Conversion,
Continuation, or prepayment specified in the relevant notice of borrowing,
prepayment, Continuation, or Conversion under this Agreement.

5.6. TAXES. (a) Any and all payments by the Borrower to or for the
account of any Lender or the Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, EXCLUDING, in the case of each Lender and
the Agent, taxes imposed on its income, and franchise taxes imposed on it, by
the jurisdiction under the laws of which such Lender (or its Applicable Lending
Office) or the Agent (as the case may be) is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable under this Agreement or any other Loan Document
to any Lender or the Agent, (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this SECTION 5.6) such Lender or the Agent
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law, and (iv) the Borrower
shall furnish to the Agent, at its address referred to in SECTION 12.2, the
original or a certified copy of a receipt evidencing payment thereof.

(b) In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this Agreement
or any other Loan Document or from the execution or delivery of, or otherwise
with respect to, this Agreement or any other Loan Document (hereinafter referred
to as "Other Taxes").

(c) The Borrower agrees to indemnify each Lender and the Agent for
the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this SECTION 5.6) paid by such Lender or the Agent (as the case may be)
and any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto.

(d) Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
or the Agent (but only so long as such Lender remains lawfully able to do so),
shall provide the Borrower and the Agent with (i) Internal Revenue Service Form
1001 or 4224, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States, (ii) Internal Revenue Service Form
W-8 or W-9, as appropriate, or any successor form prescribed by the Internal
Revenue Service, and (iii) any other form or certificate required by any taxing
authority (including any certificate required by Sections 871(h) and 881(c) of
the Internal Revenue Code), certifying that such Lender is entitled to an
exemption from or a reduced rate of tax on payments pursuant to this Agreement
or any of the other Loan Documents.

(e) For any period with respect to which a Lender has failed to
provide the Borrower and the Agent with the appropriate form pursuant to SECTION
5.6(d) (unless such failure is due to a change in treaty, law, or regulation
occurring subsequent to the date on which a form originally was required to be
provided), such Lender shall not be entitled to indemnification under SECTION
5.6(a) OR 5.6(b) with respect to Taxes imposed by the United States; PROVIDED,
HOWEVER, that should a Lender, which is otherwise exempt from or subject to a
reduced rate of withholding tax, become subject to Taxes because of its failure
to deliver a form required hereunder, the Borrower shall take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

(f) If the Borrower is required to pay additional amounts to or for
the account of any Lender pursuant to this SECTION 5.6, then such Lender will
agree to use reasonable efforts to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional payment which
may thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

(g) Within thirty (30) days after the date of any payment of Taxes,
the Borrower shall furnish to the Agent the original or a certified copy of a
receipt evidencing such payment.

(h) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this SECTION 5.6 shall survive the termination of the Revolving Credit
Commitments and the payment in full of the Notes.

5.7. REPLACEMENT LENDERS. The Borrower may, on ten (10) Business
Days' prior written notice to the Agent and a Lender, cause a Lender who has
incurred increased costs, is required to pay additional amounts under SECTION
5.6 or is unable to make Eurodollar Rate

Loans to (and such Lender shall) assign, pursuant to SECTION 12.1,
all of its rights and obligations under this Agreement to an Eligible
Assignee designated by the Borrower which is willing to become a Lender
for a purchase price equal to the outstanding principal amount of the
Loans payable to such Lender plus any accrued but unpaid interest on
such Loans, any accrued but unpaid fees with respect to such Lender's
Revolving Credit Commitment and any other amount payable to such Lender
under this Agreement; PROVIDED, however, that any expenses or other
amounts which would be owing to such Lender pursuant to any
indemnification provision hereof (including, if applicable, SECTION
5.5) shall be payable by the Borrower as if the Borrower had prepaid
the Loans of such Lender rather than such Lender having assigned its
interest hereunder. The Borrower or the assignee shall pay the
applicable processing fee under SECTION 12.1.

ARTICLE VI

CONDITIONS TO MAKING LOANS AND ISSUING LETTERS OF CREDIT

6.1. CONDITIONS OF INITIAL ADVANCE UNDER THE REVOLVING CREDIT
FACILITY. The obligation of the Lenders to make the initial Advance under the
Revolving Credit Facility, and of the Issuing Bank to issue any Letter of
Credit, and of NationsBank to make any Swing Line Loan, is subject to the
conditions precedent that:

(a) the Agent shall have received on the Closing Date, in form
and substance satisfactory to the Agent and Lenders, the following:

(i) executed originals of each of this Agreement, the
Notes, the initial Facility Guaranties, the Security Instruments,
the LC Account Agreement and the other Loan Documents, together
with all schedules and exhibits thereto;

(ii) the favorable written opinion or opinions with
respect to the Loan Documents and the transactions contemplated
thereby of counsel to the Loan Parties dated the Closing Date,
addressed to the Agent and the Lenders and satisfactory to ▇▇▇▇▇
▇▇▇▇▇ Mulliss & ▇▇▇▇▇, L.L.P., special counsel to the Agent,
substantially in the form of EXHIBIT G;

(iii) resolutions of the boards of directors or other
appropriate governing body (or of the appropriate committee
thereof) of each Loan Party certified by its secretary or
assistant secretary as of the Closing Date, approving and
adopting the Loan Documents to be executed by such Person, and
authorizing the execution and delivery thereof;

(iv) specimen signatures of the officers of each of the
Loan Parties executing the Loan Documents on behalf of such Loan
Party, certified by the secretary or assistant secretary of such
Loan Party;

(v) the Organizational Documents of each of the Loan
Parties certified as of a recent date by the Secretary of State
of its state of organization;

(vi) the Operating Documents of each of the Loan Parties
certified as of the Closing Date as true and correct by its
secretary or assistant secretary;

(vii) certificates issued as of a recent date by the
Secretaries of State of the respective jurisdictions of formation
of each of the Loan Parties as to the due existence and good
standing of such Person;

(viii) appropriate certificates of qualification to do
business, good standing and, where appropriate, authority to
conduct business under assumed name, issued in respect of each of
the Loan Parties as of a recent date by the Secretary of State or
comparable official of each jurisdiction in which the failure to
be qualified to do business or authorized so to conduct business
could have a Material Adverse Effect;

(ix) notice of appointment of the initial Authorized
Representative(s);

(x) certificate of an Authorized Representative dated
the Closing Date demonstrating compliance with the financial
covenants contained in SECTIONS 10.1(a) through 10.1(c) as of the
most recent fiscal quarter end, substantially in the form of
EXHIBIT H;

(xi) evidence of all insurance required by the Loan
Documents;

(xii) an initial Borrowing Notice, if any, and, if elected
by the Borrower, Interest Rate Selection Notice;

(xiii) evidence of the actions as may be necessary under
applicable law to perfect the Liens of the Agent under the
Security Instruments as a first priority Lien in and to the
Collateral as the Agent may require, including without
limitation:

(A) the delivery by the Borrower of all stock
certificates evidencing Pledged Stock and certificates, if
any, evidencing ownership of Partnership Interests,
accompanied in each case by duly executed stock powers (or
other appropriate transfer documents) in blank affixed
thereto; and

(B) the delivery by the Borrower of certificates
of the registrar of each partnership Subsidiary, if any,
evidencing the due registration on the registration books of
such partnership of the Lien in favor of the Agent conferred
under the Security Instruments;

(xiv) receipt and satisfactory review by the Agent of the
audited consolidated financial statements of the Borrower and its
Subsidiaries for the Fiscal Years 1995 and 1996, including a
consolidated balance sheet, and the related consolidated
statements of operations, and statements of cash flows;

(xv) evidence that all fees payable by the Borrower on
the Closing Date to the Agent, NMS and the Lenders have been paid
in full;

(xvi) such other documents, instruments, certificates and
opinions as the Agent or any Lender may reasonably request on or
prior to the Closing Date in connection with the consummation of
the transactions contemplated hereby; and

(b) In the good faith judgment of the Agent and NMS:

(i) the Agent and NMS shall have completed their due
diligence with respect to the Borrower and its Subsidiaries in
scope and determination satisfactory to NationsBank and NMS in
their sole discretion;

(ii) there shall not have occurred or become known to the
Agent or the Lenders any event, condition, situation or status
since the date of the information contained in the financial and
business projections, budgets, pro forma data and forecasts
concerning the Loan Parties delivered to the Agent prior to the
Closing Date that has had or could reasonably be expected to
result in a Material Adverse Effect;

(iii) no litigation, action, suit, investigation or other
arbitral, administrative or judicial proceeding shall be pending
or threatened which could reasonably be likely to result in a
Material Adverse Effect;

(iv) the Loan Parties shall have received all approvals,
consents and waivers, and shall have made or given all necessary
filings and notices as shall be required to consummate the
transactions contemplated hereby without the occurrence of any
default under, conflict with or violation of (A) any applicable
law, rule, regulation, order or decree of any Governmental
Authority or arbitral authority or (B) any agreement, document or
instrument to which any of the Loan Parties is a party or by
which any of them or their properties is bound;

(v) the Borrower and its Subsidiaries shall be in
compliance in all material respects with all existing financial
obligations; and

(vi) there shall not have occurred any disruption or
adverse change in the financial or capital markets generally
which the Agent or NMS, in their sole discretion, deem material
in connection with the syndication of the Revolving Credit
Facility;

6.2. CONDITIONS OF LOANS AND LETTER OF CREDIT. The obligations of the
Lenders to make any Loan, and the Issuing Bank to issue any Letter of Credit and
NationsBank to make any Swing Line Loan, hereunder on or subsequent to the
Closing Date are subject to the satisfaction of the following conditions:

(a) the Agent or, in the case of Swing Line Loans, NationsBank
shall have received a Borrowing Notice if required by ARTICLE II;

(b) the representations and warranties of the Loan Parties set
forth in ARTICLE VII and in each of the other Loan Documents shall be true
and correct in all material respects on and as of the date of such Advance,
Swing Line Loan or Letter of Credit issuance or renewal, as the case may
be, with the same effect as though such representations and warranties had
been made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date and
except that the financial statements referred to in SECTION 7.6(a)(i) shall
be deemed to be those financial statements most recently delivered to the
Agent and the Lenders pursuant to SECTION 8.1 from the date such financial
statements are delivered to the Agent and the Lenders in accordance with
such Section;

(c) in the case of the issuance of a Letter of Credit, the
Borrower shall have executed and delivered to the Issuing Bank an
Application and Agreement for Letter of Credit in form and content
acceptable to the Issuing Bank together with such other instruments and
documents as it shall request;

(d) at the time of (and after giving effect to) each Advance,
Swing Line Loan or the issuance of a Letter of Credit, no Default or Event
of Default specified in ARTICLE X shall have occurred and be continuing;
and

(e) immediately after giving effect to:

(i) a Loan, the aggregate principal balance of all
outstanding Loans and Participations and Reimbursement
Obligations for each Lender shall not exceed such Lender's
Revolving Credit Commitment;

(ii) a Letter of Credit or renewal thereof, the aggregate
principal balance of all outstanding Participations in Letters of
Credit and Reimbursement Obligations (or in the case of the
Issuing Bank, its remaining interest after deduction of all
Participations in Letters of Credit and Reimbursement Obligations
of other Lenders) for each Lender and in the aggregate shall not
exceed, respectively, (X) such Lender's Letter of Credit
Commitment or (Y) the Total Letter of Credit Commitment;

(iii) a Swing Line Loan, the Swing Line Outstandings shall
not exceed $10,000,000; and

(iv) a Loan, Swing Line Loan or a Letter of Credit or
renewal thereof, the sum of Letter of Credit Outstandings plus
Revolving Credit Outstandings plus Swing Line Outstandings shall
not exceed, after giving effect to any

concurrent reduction of any such Loans, the Total Revolving
Credit Commitment.

6.3. SUPPLEMENTS TO SCHEDULES. The Borrower may, from time to time
but in no event less than five (5) Business Days prior to delivery of any
Borrowing Notice or Applications and Agreements for Letters of Credit hereunder,
amend, or supplement SCHEDULES 1.1, 7.4 AND 7.8 to this Agreement by delivering
(effective upon receipt) to the Agent and each Lender a copy of such revised
Schedule or Schedules which shall (i) be dated the date of delivery, (ii) be
certified by an Authorized Representative as true, complete and correct as of
such date and as delivered in replacement for the corresponding Schedule or
Schedules previously in effect, and (iii) show in reasonable detail (by
blacklining or other appropriate graphic means) the changes from each such
corresponding predecessor Schedule. Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, in the event that the
Required Lenders determine based upon such revised Schedules (whether
individually or in the aggregate or cumulatively) that there has been a change
which could have a Material Adverse Effect since the Closing Date, or such later
date as the Borrower shall have most recently furnished supplements to Schedules
under this SECTION 6.3 or financial statements under SECTION 8.1(a) OR
(b), in the business, operations or affairs, financial or otherwise, of
the Borrower and its Subsidiaries, taken as a whole, the Lenders shall
have no further obligation to make Advances or issue Letters of Credit
or continue or convert of any Loan previously made or renew or extend
existing Letters of Credit.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants with respect to itself and to its
Subsidiaries and each other Loan Party (which representations and warranties
shall survive the delivery of the documents mentioned herein and the making of
Loans), that:

7.1. ORGANIZATION AND AUTHORITY.

(a) The Borrower and each Subsidiary and each other Loan Party
is a corporation or partnership duly organized and validly existing under
the laws of the jurisdiction of its formation;

(b) The Borrower and each Subsidiary and each other Loan Party
(x) has the requisite power and authority to own its properties and assets
and to carry on its business as now being conducted and as contemplated in
the Loan Documents, and (y) is qualified to do business in every
jurisdiction in which failure so to qualify would have a Material Adverse
Effect;

(c) The Borrower has the power and authority to execute, deliver
and perform this Agreement and the Notes, and to borrow hereunder, and to
execute, deliver and perform each of the other Loan Documents to which it
is a party;

(d) Each Loan Party has the power and authority to execute,
deliver and perform the Facility Guaranty and each of the other Loan
Documents to which it is a party; and

(e) When executed and delivered, each of the Loan Documents to
which any Loan Party is a party will be the legal, valid and binding
obligation or agreement, as the case may be, of such Loan Party,
enforceable against such Loan Party in accordance with its terms, subject
to the effect of any applicable bankruptcy, moratorium, insolvency,
reorganization or other similar law affecting the enforceability of
creditors' rights generally and to the effect of general principles of
equity (whether considered in a proceeding at law or in equity).

7.2. LOAN DOCUMENTS. The execution, delivery and performance by each
Loan Party of each of the Loan Documents to which it is a party:

(a) have been duly authorized by all requisite Organizational
Action (including any required shareholder or partner approval) of such
Loan Party required for the lawful execution, delivery and performance
thereof;

(b) do not violate any provisions of (i) applicable law, rule or
regulation, (ii) any judgment, writ, order, determination, decree or
arbitral award of any Governmental Authority or arbitral authority binding
on such Loan Party or its properties, or (iii) the Organizational Documents
or Operating Documents of such Loan Party the effect of which violation
could reasonably be expected to give rise to a liability in excess of
$1,000,000;

(c) do not and will not be in conflict with, result in a breach
of or constitute an event of default, or an event which, with notice or
lapse of time or both, would constitute an event of default, under any
contract, indenture, agreement or other instrument or document to which
such Loan Party is a party, or by which the properties or assets of such
Loan Party are bound the effect of which conflict, breach or default could
reasonably be expected to give rise to a liability in excess of $1,000,000;
and

(d) do not and will not result in the creation or imposition of
any Lien securing an obligation in an amount greater than $1,000,000 upon
any of the properties or assets of such Loan Party or any Subsidiary except
any Liens in favor of the Agent and the Lenders created by the Security
Instruments.

7.3. SOLVENCY. Each Loan Party is Solvent after giving effect to the
transactions contemplated by the Loan Documents.

7.4. SUBSIDIARIES AND STOCKHOLDERS. The Borrower has no Subsidiaries
other than those Persons listed as Subsidiaries in SCHEDULE 7.4 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
SECTION 8.19; SCHEDULE 7.4 states as of the date hereof the organizational form
of each entity, the authorized and issued capitalization of each Subsidiary
listed thereon, the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Subsidiary and the
number and/or percentage of outstanding shares or other equity interest
(including options, warrants and other rights to acquire any interest) of each
such class of capital stock or other equity interest owned by Borrower or by any
such Subsidiary; the outstanding shares or other equity interests of each such
Subsidiary have been duly authorized and validly issued and are fully paid and
nonassessable; and Borrower and each such Subsidiary owns beneficially and of
record all the shares and other interests it is listed as owning in SCHEDULE
7.4, free and clear of any Lien except as disclosed on SCHEDULE 7.4.

7.5. OWNERSHIP INTERESTS. Borrower owns no interest in any Person
other than the Persons listed in SCHEDULE 7.4, equity investments in Persons not
constituting Subsidiaries permitted under SECTION 9.7 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
SECTION 8.19.

7.6. FINANCIAL CONDITION.

(a) The Borrower has heretofore furnished to each Lender an
audited consolidated balance sheet of the Borrower and its Subsidiaries as
at December 31, 1996 and the notes thereto and the related consolidated
statements of income, stockholders' equity and cash flows for the Fiscal
Year then ended as examined and certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and
unaudited consolidated interim financial statements of the Borrower and its
Subsidiaries consisting of a consolidated balance sheet and related
consolidated statements of income, stockholders' equity and cash flows, in
each case without notes, for and as of the end of the nine month period
ending September 30, 1997. Except as set forth therein, such financial
statements (including the notes thereto) present fairly the financial
condition of the Borrower and its Subsidiaries as of the end of such Fiscal
Year and nine-month period and results of their operations and the changes
in stockholders' equity for the Fiscal Year and interim period then ended,
all in conformity with GAAP applied on a Consistent Basis, subject however,
in the case of unaudited interim statements to year end audit adjustments;

(b) since December 31, 1996, there has been no material adverse
change in the condition, financial or otherwise, of the Borrower or any of
its Subsidiaries or in the businesses, properties, performance, prospects
or operations of the Borrower or its Subsidiaries, nor have such businesses
or properties been materially adversely affected as a result of any fire,
explosion, earthquake, accident, strike, lockout, combination of workers,
flood, embargo or act of God; and

(c) except as set forth in the financial statements referred to
in SECTION 7.6(a) or in SCHEDULE 7.6 or permitted by SECTION 9.5, neither
Borrower nor any Subsidiary has incurred, other than in the ordinary course
of business, any material Indebtedness, Contingent Obligation or other
commitment or liability which remains outstanding or unsatisfied.

7.7. TITLE TO PROPERTIES. The Borrower and each of its Subsidiaries
and each other Loan Party has good title to all real and personal properties
owned by it or its interest therein, subject, in the case of properties owned by
it, to no transfer restrictions or Liens of any kind, except for the transfer
restrictions and Liens described in SCHEDULE 7.7 and Liens permitted by SECTION
9.4.

7.8. TAXES. Except as set forth in SCHEDULE 7.8, the Borrower and
each of its Subsidiaries has filed or caused to be filed all federal, state and
local tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in SECTION 7.6(a) and satisfactory to the Borrower's independent
certified public accountants have been established, have paid or caused to be
paid all taxes as shown on said returns or on any assessment received by it, to
the extent that such taxes have become due.

7.9. OTHER AGREEMENTS. No Loan Party is

(a) a party to or subject to any judgment, order, decree,
agreement, lease or instrument, or subject to other restrictions, which
individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect; or

(b) in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any agreement
or instrument to which such Loan Party or any Subsidiary is a party, which
default has, or if not remedied within any applicable grace period could
reasonably be likely to have, a Material Adverse Effect.

7.10. LITIGATION. Except as set forth in SCHEDULE 7.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of the Borrower, threatened by or against the Borrower or any
Subsidiary or other Loan Party or affecting the Borrower or any Subsidiary or
other Loan Party or any properties or rights of the Borrower or any Subsidiary
or other Loan Party, which could reasonably be likely to have a Material Adverse
Effect.

7.11. MARGIN STOCK. The proceeds of the borrowings made hereunder will
be used by the Borrower only for the purposes expressly authorized herein. None
of such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which might constitute any of the Loans
under this Agreement a "purpose credit" within the meaning of Regulation G,
Regulation U or Regulation X (12 C.F.R. Part 224) of the Board. Neither the
Borrower nor any agent acting in its behalf has taken or will take any action
which might cause this Agreement or any of the documents or instruments
delivered pursuant hereto to violate any regulation of the Board or to violate
the Exchange Act, or the Securities Act of 1933, as amended, or any state
securities laws, in each case as in effect on the date hereof.

7.12. INVESTMENT COMPANY. No Loan Party is an "investment company," or
an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. Section 80a-1, et seq.). The application of the
proceeds of the Loans and repayment thereof by the Borrower and the performance
by the Borrower and the other Loan Parties of the transactions contemplated by
the Loan Documents will not violate any provision of said Act, or any rule,
regulation or order issued by the Securities and Exchange Commission thereunder,
in each case as in effect on the date hereof.

7.13. PATENTS, ETC. The Borrower and each other Loan Party owns or has
the right to use, under valid license agreements or otherwise, all material
patents, licenses, franchises, trademarks, trademark rights, trade names, trade
name rights, trade secrets and copyrights

necessary to or used in the conduct of its businesses as now conducted and as
contemplated by the Loan Documents, without known conflict with any patent,
license, franchise, trademark, trade secret, trade name, copyright, other
proprietary right of any other Person.

7.14. NO UNTRUE STATEMENT. Neither (a) this Agreement nor any other
Loan Document or certificate or document executed and delivered by or on
behalf of the Borrower or any other Loan Party in accordance with or pursuant
to any Loan Document nor (b) any statement, representation, or warranty
provided to the Agent in connection with the negotiation or preparation of
the Loan Documents contains any misrepresentation or untrue statement of
material fact or omits to state a material fact necessary, in light of the
circumstance under which it was made, in order to make any such warranty,
representation or statement contained therein not misleading at the time it
was made.

7.15. NO CONSENTS, ETC. Neither the respective businesses or
properties of the Loan Parties or any Subsidiary, nor any relationship among
the Loan Parties or any Subsidiary and any other Person, nor any circumstance
in connection with the execution, delivery and performance of the Loan
Documents and the transactions contemplated thereby, is such as to require a
consent, approval or authorization of, or filing, registration or
qualification with, any Governmental Authority or any other Person on the
part of any Loan Party or any Subsidiary as a condition to the execution,
delivery and performance of, or consummation of the transactions contemplated
by the Loan Documents, which, if not obtained or effected, would be
reasonably likely to have a Material Adverse Effect, or if so, such consent,
approval, authorization, filing, registration or qualification has been duly
obtained or effected, as the case may be.

7.16. EMPLOYEE BENEFIT PLANS.

(a) The Borrower and each ERISA Affiliate is in compliance with
all applicable provisions of ERISA and the regulations and published
interpretations thereunder and in compliance with all Foreign Benefit Laws
with respect to all Employee Benefit Plans, except for any failure to
comply that is not reasonably expected to have a Material Adverse Effect
and except for any required amendments for which the remedial amendment
period as defined in Section 401(b) of the Code has not yet expired. Each
Employee Benefit Plan that is intended to be qualified under Section 401(a)
of the Code has been determined by the Internal Revenue Service to be so
qualified, and each trust related to such plan has been determined to be
exempt under Section 501(a) of the Code. No liability which is reasonably
expected to have a Material Adverse Effect has been incurred by the
Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or
penalties with respect to any Employee Benefit Plan or any Multiemployer
Plan;

(b) Neither the Borrower nor any ERISA Affiliate has (i) engaged
in a nonexempt prohibited transaction described in Section 4975 of the Code
or Section 406 of ERISA affecting any of the Employee Benefit Plans or the
trusts created thereunder which could subject any such Employee Benefit
Plan or trust to a material tax or penalty

on prohibited transactions imposed under Internal Revenue Code Section
4975 or ERISA, (ii) incurred any material accumulated funding
deficiency with respect to any Employee Benefit Plan, whether or not
waived, or any other liability to the PBGC which remains outstanding
other than the payment of premiums, and there are no material premium
payments which are due and unpaid, (iii) failed to make, or if not
timely made, cured within 30 days after the Borrower became aware of
the failure, a required installment or other required payment under
Section 412 of the Code, Section 302 of ERISA or the terms of such
Employee Benefit Plan; or (iv) failed to make a material required
contribution or payment to a Multiemployer Plan;

(c) Except for the voluntary termination of a Pension Plan
under Section 4041 of ERISA, no Termination Event has occurred or is
reasonably expected to occur with respect to any Pension Plan or
Multiemployer Plan, and neither the Borrower nor any ERISA Affiliate
has incurred any material unpaid withdrawal liability with respect to
any Multiemployer Plan;

(d) The present value of all vested accrued benefits on an
on-going (non-termination) basis under each Employee Benefit Plan which
is subject to Title IV of ERISA, did not, as of the most recent
valuation date for each such plan, exceed the then current value of the
assets of such Employee Benefit Plan allocable to such benefits;

(e) To the best of the Borrower's knowledge, each Employee
Benefit Plan subject to Title IV of ERISA, maintained by the Borrower
or any ERISA Affiliate, has been administered in accordance with its
terms in all material respects and is in compliance in all material
respects with all applicable requirements of ERISA and other applicable
laws, regulations and rules;

(f) The consummation of the Loans and the issuance of the
Letters of Credit provided for herein will not involve any prohibited
transaction under ERISA which is not subject to a statutory or
administrative exemption; and

(g) No proceeding, claim, lawsuit and/or investigation
exists or, to the best knowledge of the Borrower after due inquiry, is
threatened concerning or involving any Employee Benefit Plan, other
than routine claims for benefits.

7.17. NO DEFAULT. As of the date hereof, there does not exist any
Default or Event of Default hereunder.

7.18. ENVIRONMENTAL MATTERS. The Borrower and each Subsidiary is in
material compliance with all applicable Environmental Laws and has been issued
and currently maintains all required federal, state and local permits, licenses,
certificates and approvals. Neither the Borrower nor any Subsidiary has been
notified of any action, suit, proceeding or investigation which, and neither the
Borrower nor any Subsidiary is aware of any facts which, (i) calls into

question, or could reasonably be expected to call into question, compliance
by the Borrower or any Subsidiary with any Environmental Laws, (ii) which
seeks, or could reasonably be expected to form the basis of a meritorious
proceeding, to suspend, revoke or terminate any license, permit or approval
necessary for the generation, handling, storage, treatment or disposal of any
Hazardous Material, or (iii) seeks to cause, or could reasonably be expected
to form the basis of a meritorious proceeding to cause, any property of the
Borrower or any Subsidiary or other Loan Party to be subject to any
restrictions on ownership, use, occupancy or transferability under any
Environmental Law, so long as the effect of any of the foregoing could not
reasonably be expected to have a Material Adverse Effect.

7.19. EMPLOYMENT MATTERS. (a) None of the employees of the Borrower
or any Subsidiary is subject to any collective bargaining agreement by virtue
of their employment by the Borrower or any Subsidiary and there are no
strikes, work stoppages, election or decertification petitions or
proceedings, unfair labor charges, equal opportunity proceedings, or other
material labor/employee related controversies or proceedings pending or, to
the best knowledge of the Borrower, threatened against the Borrower or any
Subsidiary or between the Borrower or any Subsidiary and any of its
employees, other than employee grievances arising in the ordinary course of
business which could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; and

(b) Except to the extent a failure to maintain compliance would
not have a Material Adverse Effect, the Borrower and each Subsidiary is in
compliance in all respects with all applicable laws, rules and regulations
pertaining to labor or employment matters, including without limitation those
pertaining to wages, hours, occupational safety and taxation and there is
neither pending or, to the knowledge of Borrower, threatened any litigation,
administrative proceeding nor any investigation, in respect of such matters
which, if decided adversely, could reasonably be likely, individually or in
the aggregate, to have a Material Adverse Effect.

7.20. RICO. Neither the Borrower nor any Subsidiary is engaged in
or has engaged in any course of conduct that could subject any of their
respective properties to any Lien, seizure or other forfeiture under any
criminal law, racketeer influenced and corrupt organizations law, civil or
criminal, or other similar laws.

7.21. SUBORDINATED NOTES. The principal of and interest on the
Notes constitute Senior Indebtedness under the Indenture dated November 15,
1993 pursuant to which the Subordinated Notes were issued.

ARTICLE VIII

AFFIRMATIVE COVENANTS

Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and where applicable will
cause each Subsidiary to:

8.1. FINANCIAL REPORTS, ETC. (a) As soon as practical and in any
event within 90 days after the end of each Fiscal Year of the Borrower,
deliver or cause to be delivered to the Agent and each Lender (i) a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such Fiscal Year, and the notes thereto, and the related consolidated
statements of income, stockholders' equity and cash flows, and the respective
notes thereto, for such Fiscal Year, setting forth comparative financial
statements for the preceding Fiscal Year, all prepared in accordance with
GAAP applied on a Consistent Basis and containing, with respect to the
consolidated financial statements, opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or other
such independent certified public accountants selected by the Borrower and
approved by the Agent, which approval shall not be unreasonably withheld,
which are unqualified as to the scope of the audit performed and as to the
"going concern" status of the Borrower and without any exception not
acceptable to the Lenders, and (ii) a certificate of an Authorized
Representative demonstrating compliance with SECTIONS 9.1(a) through 9.1(c),
which certificate shall be in the form of EXHIBIT H;

(b) as soon as practical and in any event within 45 days after the
end of each fiscal quarter (except the last fiscal quarter of the Fiscal
Year), deliver to the Agent and each Lender (i) a consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of such fiscal quarter,
and the related consolidated statements of income, stockholders' equity and
cash flows for such fiscal quarter and for the period from the beginning of
the then current Fiscal Year through the end of such reporting period, and
accompanied by a certificate of an Authorized Representative to the effect
that such financial statements present fairly the financial position of the
Borrower and its Subsidiaries as of the end of such fiscal period and the
consolidated results of their operations and the changes in their financial
position for such fiscal period, in conformity with the standards set forth
in SECTION 7.6(a) with respect to interim financial statements, and (ii) a
certificate of an Authorized Representative containing computations for such
quarter comparable to that required pursuant to SECTION 8.1(a)(ii);

(c) together with each delivery of the financial statements
required by SECTION 8.1(a)(i), deliver to the Agent and each Lender a letter
from the Borrower's accountants specified in SECTION 8.1(a)(i) stating that
in performing the audit necessary to render an opinion on the financial
statements delivered under SECTION 8.1(a)(i), they obtained no knowledge of
any Default or Event of Default by the Borrower in the fulfillment of the
terms and provisions of this Agreement insofar as they relate to financial
matters (which at the date of such statement remains uncured); or if the
accountants have obtained knowledge of such Default or Event of Default, a
statement specifying the nature and period of existence thereof;

(d) promptly upon their becoming available to the Borrower, the
Borrower shall deliver to the Agent and each Lender a copy of (i) all regular
or special reports or effective registration statements which Borrower or any
Subsidiary shall file with the Securities and Exchange Commission (or any
successor thereto) or any securities exchange, (ii) any proxy statement
distributed by the Borrower or any Subsidiary to its shareholders,
bondholders or the financial community in general, and (iii) any management
letter or other report submitted to the Borrower or any Subsidiary by
independent accountants in connection with any annual, interim or special
audit of the Borrower or any Subsidiary;

(e) not later than the last January 31 of each Fiscal Year,
deliver to the Agent and each Lender a capital and operating expense budget
and consolidated financial projections for the Borrower and its Subsidiaries
for such Fiscal Year, prepared in accordance with GAAP applied on a
Consistent Basis; and

(f) promptly, from time to time, deliver or cause to be delivered
to the Agent and each Lender such other information regarding Borrower's and
any Subsidiary's operations, business affairs and financial condition as the
Agent or such Lender may reasonably request.

The Agent and the Lenders are hereby authorized to deliver a copy of any
such financial or other information delivered hereunder to the Lenders (or
any affiliate of any Lender) or to the Agent, to any Governmental Authority
having jurisdiction over the Agent or any of the Lenders pursuant to any
written request therefor or in the ordinary course of examination of loan
files, or to any other Person who shall acquire or consider the assignment
of, or acquisition of any participation interest in, any Obligation permitted
by this Agreement; PROVIDED that any information which is not publicly
available shall not be disclosed to any potential assignee or potential
participant without the prior written consent of the Borrower.

8.2. MAINTAIN PROPERTIES. Maintain all properties necessary to its
operations in good working order and condition, make all needed repairs,
replacements and renewals to such properties, and maintain free from Liens
created by the Borrower or its Subsidiaries securing Indebtedness all
trademarks, trade names, patents, copyrights, trade secrets, know-how, and
other intellectual property and proprietary information (or adequate licenses
thereto), in each case as are reasonably necessary to conduct its business as
currently conducted or as contemplated hereby, all in accordance with
customary and prudent business practices.

8.3. EXISTENCE, QUALIFICATION, ETC. Except as otherwise expressly
permitted under SECTION 9.8, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material
rights and franchises, and maintain its license or qualification to do
business as a foreign corporation in good standing in each jurisdiction in
which its ownership or lease of property or the nature of its business makes
such license or qualification necessary, except where the failure to maintain
such license or qualification would not reasonably be expected to have a
Material Adverse Effect.

8.4. REGULATIONS AND TAXES. Comply in all material respects with
or contest in good faith all statutes and governmental regulations and pay
all taxes, assessments, governmental charges, claims for labor, supplies,
rent and any other obligation which, if unpaid, would become a Lien against
any of its properties except liabilities being contested in good faith by
appropriate proceedings diligently conducted and against which adequate
reserves acceptable to the Borrower's independent certified public
accountants have been established unless and until any Lien resulting
therefrom attaches to any of its property and becomes subject to execution by
its creditors.

8.5. INSURANCE. (a) Keep all of its insurable properties
adequately insured at all times with responsible insurance carriers against
loss or damage by fire and other hazards to the extent and in the manner as
are customarily insured against by similar businesses owning such properties
similarly situated, (b) maintain general public liability insurance at all
times with responsible insurance carriers against liability on account of
damage to persons and property and (c) maintain insurance under all
applicable workers' compensation laws (or in the alternative, maintain
required reserves if self-insured for workers' compensation purposes) and
against loss by reason of business interruption, such policies of insurance
described in this SECTION 8.5 to have such limits, deductibles, exclusions,
co-insurance and other provisions providing no less coverages than as
described in SCHEDULE 8.5, such insurance policies to be in form reasonably
satisfactory to the Agent. Each of the policies of insurance described in
this SECTION 8.5 shall provide that the insurer shall give the Agent not less
than thirty (30) days' prior written notice before any such policy shall be
terminated, lapse or be altered in any manner.

8.6. TRUE BOOKS. Keep true books of record and account in
accordance with GAAP in which full, true and correct entries will be made of
all of its dealings and transactions, and set up on its books such reserves
as may be required by GAAP with respect to doubtful accounts and all taxes,
assessments, charges, levies and claims and with respect to its business in
general, and include such reserves in interim as well as year-end financial
statements to the extent required by GAAP.

8.7. RIGHT OF INSPECTION. Permit any Person designated by any
Lender or the Agent to visit and inspect any of the properties, corporate
books and financial reports of the Borrower or any Subsidiary and to discuss
its affairs, finances and accounts with its principal officers and
independent certified public accountants, all at reasonable times, at
reasonable intervals and with three (3) days' prior notice.

8.8. OBSERVE ALL LAWS. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of
any Governmental Authority with respect to the conduct of its business, the
non-compliance with which could reasonably be expected to have a Material
Adverse Effect.

8.9. GOVERNMENTAL LICENSES. Obtain and maintain all licenses,
permits, certifications and approvals of all applicable Governmental
Authorities as are required for the conduct of its

business as currently conducted and as contemplated by the Loan Documents,
which failure to obtain or maintain could have a Material Adverse Effect.

8.10. COVENANTS EXTENDING TO OTHER PERSONS. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each
of the things required of the Borrower in SECTIONS 8.2 through 8.9, inclusive
and 8.18.

8.11. OFFICER'S KNOWLEDGE OF DEFAULT. Upon any of the Co-Chairmen
of the Board, the Vice Chairman of the Board, the President, the General
Counsel, the Chief Financial Officer or Treasurer of the Borrower obtaining
knowledge of any Default or Event of Default hereunder, or any event,
development or occurrence which could reasonably be expected to have a
Material Adverse Effect, cause such officer or an Authorized Representative
to promptly notify the Agent of the nature thereof, the period of existence
thereof, and what action the Borrower or such Subsidiary or other Loan Party
proposes to take with respect thereto.

8.12. SUITS OR OTHER PROCEEDINGS. Upon any of the Co-Chairmen of
the Board, the Vice Chairman of the Board, the President, the General
Counsel, the Chief Financial Officer or the Treasurer of the Borrower
obtaining knowledge of any litigation or other proceedings being instituted
against the Borrower or any Subsidiary or other Loan Party, or any
attachment, levy, execution or other process being instituted against any
assets of the Borrower or any Subsidiary or other Loan Party, making a claim
or claims in an aggregate amount greater than $1,000,000 not otherwise
covered by insurance, promptly deliver to the Agent written notice thereof
stating the nature and status of such litigation, dispute, proceeding, levy,
execution or other process.

8.13. NOTICE OF ENVIRONMENTAL COMPLAINT OR CONDITION. Promptly
provide to the Agent, in each case where the claim, liability or cost of
responding aggregates an amount greater than $1,000,000 not otherwise covered
by insurance, true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims, or citations received by the Borrower
or any Subsidiary relating to any (a) violation or alleged violation by the
Borrower or any Subsidiary of any applicable Environmental Law; (b) release
or threatened release by the Borrower or any Subsidiary, or by any Person
handling, transporting or disposing of any Hazardous Material on behalf of
the Borrower or any Subsidiary, or at any facility or property owned or
leased or operated by the Borrower or any Subsidiary, of any Hazardous
Material, except where occurring legally pursuant to a permit or license; or
(c) liability or alleged liability of the Borrower or any Subsidiary for the
costs of cleaning up, removing, remediating or responding to a release of
Hazardous Materials.

8.14. ENVIRONMENTAL COMPLIANCE. If the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or
citation alleging that the Borrower or any Subsidiary has violated any
Environmental Law or is liable for the costs of cleaning up, removing,
remediating or responding to a release of Hazardous Materials, the Borrower
and any Subsidiary shall, within the time period permitted and to the extent
required by the applicable Environmental Law or the Governmental Authority
responsible for enforcing such

Environmental Law, remove or remedy, or cause the applicable Subsidiary to
remove or remedy, such violation or release or satisfy such liability;
provided, that nothing in this Section shall preclude the Borrower or any
Subsidiary from contesting in good faith any notice of violation or claim of
liability.

8.15. INDEMNIFICATION. Without limiting the generality of SECTION
12.9 but subject to the limitation of liability set forth therein, the
Borrower hereby agrees to indemnify and hold the Agent, the Lenders and NMS,
and their respective officers, directors, employees and agents, harmless from
and against any and all claims, losses, penalties, liabilities, damages and
expenses (including assessment and cleanup costs and reasonable attorneys'
fees and disbursements) arising directly or indirectly from, out of or by
reason of (a) the violation of any Environmental Law by the Borrower or any
Subsidiary or with respect to any property owned, operated or leased by the
Borrower or any Subsidiary or (b) the handling, storage, treatment, emission
or disposal of any Hazardous Materials by or on behalf of the Borrower or any
Subsidiary or on or with respect to property owned or leased or operated by
the Borrower or any Subsidiary. The provisions of this SECTION 8.15 shall
survive the Facility Termination Date and expiration or termination of this
Agreement.

8.16. FURTHER ASSURANCES. At the Borrower's cost and expense, upon
request of the Agent, duly execute and deliver or cause to be duly executed
and delivered, to the Agent such further instruments, documents,
certificates, financing and continuation statements, and do and cause to be
done such further acts that may be reasonably necessary or advisable in the
reasonable opinion of the Agent to carry out more effectively the provisions
and purposes of this Agreement, the Security Instruments and the other Loan
Documents.

8.17. EMPLOYEE BENEFIT PLANS.

(a) With reasonable promptness, and in any event within thirty
(30) days thereof, give notice to the Agent of (i) the establishment of any
new Pension Plan (which notice shall include a copy of such plan), (ii) the
commencement of contributions to any Employee Benefit Plan to which the
Borrower or any of its ERISA Affiliates was not previously contributing,
(iii) any increase in the benefits of any existing Employee Benefit Plan
which is reasonably expected to have a Material Adverse Effect, (iv) each
funding waiver request filed with respect to any Employee Benefit Plan and
all communications received or sent by the Borrower or any ERISA Affiliate
with respect to such request and (v) the failure of the Borrower or any
ERISA Affiliate to make a required installment or payment under Section 302
of ERISA or Section 412 of the Code by the due date;

(b) Promptly and in any event within fifteen (15) days of
becoming aware of the occurrence or forthcoming occurrence of any
(i) Termination Event or (ii) nonexempt "prohibited transaction," as such
term is defined in Section 406 of ERISA or Section 4975 of the Code, in
connection with any Employee Benefit Plan or any trust created

thereunder, deliver to the Agent a notice specifying the nature
thereof, what action the Borrower or any ERISA Affiliate has taken, is
taking or proposes to take with respect thereto and, when known, any
action taken or threatened by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto; and

(c) With reasonable promptness but in any event within fifteen
(15) days for purposes of clauses (i) and (ii), deliver to the Agent copies
of (i) any unfavorable determination letter from the Internal Revenue
Service regarding the qualification of an Employee Benefit Plan under
Section 401(a) of the Code, and (ii) all notices received by the Borrower
or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan
or to have a trustee appointed to administer any Pension Plan and (iii) all
notices received by the Borrower or any ERISA Affiliate from a
Multiemployer Plan sponsor concerning the imposition or amount of
withdrawal liability pursuant to Section 4202 of ERISA. The Borrower will
notify the Agent in writing within five (5) Business Days of the Borrower
or any ERISA Affiliate obtaining knowledge or reason to know that the
Borrower or any ERISA Affiliate has filed or intends to file a notice of
intent to terminate any Pension Plan under a distress termination within
the meaning of Section 4041(c) of ERISA.

8.18. CONTINUED OPERATIONS. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted; except the Borrower may temporarily
suspend operations to the extent permitted in SECTION 10.1(j).

8.19. NEW SUBSIDIARIES. Within thirty (30) days of the acquisition or
creation of any Subsidiary, cause to be delivered to the Agent for the benefit
of the Lenders each of the following:

(a) a Facility Guaranty executed by such Subsidiary
substantially in the form of EXHIBIT I;

(b) if such Subsidiary is a corporation or is a partnership that
has issued certificates evidencing ownership of Partnership Interests, (A)
the Pledged Stock or, if applicable, certificates of ownership of such
Partnership Interests, together with duly executed stock powers or powers
of assignment in blank affixed thereto, and (B) if such Collateral shall be
owned by a Subsidiary which has not then executed and delivered to the
Agent a Security Instrument from the owner of such Collateral granting a
Lien to the Agent in such Collateral, a Pledge Agreement in substantially
the form of EXHIBIT J-1, with appropriate revisions as to the identity of
the pledgor and securing the obligations of such pledgor under its Facility
Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated
pursuant to SECTION 4.2(b), the delivery of the instruments set forth in
this clause (b) shall not be required;

(c) if such Subsidiary is a partnership not described in
clause (b) immediately above, (A) the certificate of the registrar of
such partnership with respect to the registration of the Lien on
Partnership Interests, and (B) if such Collateral shall be owned by a
Subsidiary who has not then executed and delivered to the Agent a
Security Instrument from the owner of such Collateral granting a Lien
to the Agent in such Collateral, a Pledge Agreement in substantially
similar form of EXHIBIT J-2, with appropriate revisions as to the
identity of the pledgor and securing the obligations of such pledgor
under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement
has been terminated pursuant to SECTION 4.2(b), the delivery of the
instruments set forth in this clause (c) shall not be required;

(d) a supplement to the appropriate schedule attached to the
appropriate Security Instruments listing the additional Collateral,
certified as true, correct and complete by the Authorized Representative
(provided that the failure to deliver such supplement shall not impair the
rights conferred under the Security Instruments in after acquired
Collateral); PROVIDED, HOWEVER, if the Pledge Agreement has been
terminated pursuant to SECTION 4.2(b), the delivery of the instruments set
forth in this clause (d) shall not be required;

(e) an opinion of counsel to the Subsidiary dated as of the date
of delivery of the Facility Guaranty and other Loan Documents provided for
in this SECTION 8.19 and addressed to the Agent and the Lenders, in form
and substance reasonably acceptable to the Agent but similar in scope to
that opinion delivered pursuant to SECTION 6.1(a)(ii) (which opinion may
include assumptions and qualifications of similar effect to those contained
in the opinions of counsel delivered pursuant to SECTION 6.1(a)); and

(f) current copies of the Organizational Documents and Operating
Documents of such Subsidiary, minutes of duly called and conducted meetings
(or duly effected consent actions) of the Board of Directors, partners, or
appropriate committees thereof (and, if required by such Organizational
Documents or Operating Documents or by applicable law, of the shareholders)
of such Subsidiary authorizing the actions and the execution and delivery
of documents described in this SECTION 8.19.

ARTICLE IX

NEGATIVE COVENANTS

Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will not, nor will it permit any
Subsidiary to:

9.1. FINANCIAL COVENANTS.

(a) CONSOLIDATED TOTAL LEVERAGE RATIO. Permit the Consolidated
Total Leverage Ratio for a Four-Quarter Period to exceed 6.00 to 1.00 at
any time;

(b) CONSOLIDATED SENIOR LEVERAGE RATIO. Permit the
Consolidated Senior Leverage Ratio for a Four-Quarter Period to exceed
5.00 to 1.00 at any time.

(c) CONSOLIDATED FIXED CHARGES COVERAGE RATIO. Permit the
Consolidated Fixed Charges Coverage Ratio for a Four-Quarter Period to
be less than 1.30 to 1.00 at any time from the Closing Date until and
including September 30, 1998, and 1.50 to 1.00 thereafter.

9.2. ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired is a beverage or beverage-related
business or a food service business and the business operations are in at
least one State contiguous with a State in which the Borrower or any of its
Subsidiaries have operations, (ii) no Default or Event of Default shall have
occurred and be continuing either immediately prior to or immediately after
giving effect to such Acquisition and, if the Cost of Acquisition is in
excess of $50,000,000, the Borrower shall have furnished to the Agent (A) pro
forma historical financial statements as of the end of the most recently
completed Fiscal Year of the Borrower and most recent interim fiscal quarter,
if applicable, giving effect to such Acquisition and (B) a certificate in the
form of EXHIBIT H prepared on a historical pro forma basis giving effect to
such Acquisition, which certificate shall demonstrate that no Default or
Event of Default would exist immediately after giving effect thereto, and
(iii) the Person acquired shall be a wholly-owned Subsidiary, or be merged
into the Borrower or a wholly-owned Subsidiary, immediately upon consummation
of the Acquisition (or if assets are being acquired, the acquiror shall be
the Borrower or a wholly-owned Subsidiary), which Subsidiary shall comply
with SECTION 8.19.

9.3. CAPITAL EXPENDITURES. Make or become committed to make
Capital Expenditures which exceed $17,000,000 in the aggregate in any Fiscal
Year of the Borrower, excluding Capital Expenditures constituting a portion
of the Cost of Acquisition.

9.4. LIENS. Incur, create or permit to exist any Lien, charge or
other encumbrance of any nature whatsoever with respect to any property or
assets now owned or hereafter acquired by the Borrower or any Subsidiary, other
than:

(a) Liens created under the Loan Documents and Swap Agreements
in favor of the Agent and the Lenders (or any affiliate of any Lender), and
otherwise existing as of the date hereof and as set forth in SCHEDULE 7.7;

(b) Liens imposed by law for taxes, assessments or charges of
any Governmental Authority for claims not yet due or which are being
contested in good faith by appropriate proceedings diligently conducted and
with respect to which adequate reserves or other appropriate provisions are
being maintained in accordance with GAAP and which Liens are not yet
subject to execution by creditors;

(c) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law or
created in the ordinary course of business and in existence less than 90
days from the date of creation thereof for amounts not yet due or which are
being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP and which Liens are
not yet subject to execution by creditors;

(d) Liens incurred or deposits made in the ordinary course of
business (including, without limitation, surety bonds and appeal bonds) in
connection with insurance maintained in accordance with this Agreement,
unemployment insurance and other types of social security benefits or to
secure the performance of tenders, bids, leases, contracts (other than for
the repayment of Indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under government
contracts;

(e) easements (including reciprocal easement agreements and
utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and zoning and other restrictions, charges or
encumbrances (whether or not recorded), which do not interfere materially
with the ordinary conduct of the business of the Borrower or any Subsidiary
and which do not materially detract from the value of the property to which
they attach or materially impair the use thereof to the Borrower or any
Subsidiary;

(f) purchase money Liens to secure Indebtedness permitted under
SECTION 9.5(d) and incurred to purchase fixed assets, provided such
Indebtedness represents not less than 75% of the purchase price of such
assets as of the date of purchase thereof and no property other than the
assets so purchased secures such Indebtedness;

(g) Liens arising in connection with Capital Leases permitted
under SECTION 9.5(d) and SECTION 9.13; provided that no such Lien shall
extend to any Collateral or to any other property other than the assets
subject to such Capital Leases;

(h) Liens securing Indebtedness permitted under SECTION 9.5(d);
and

(i) involuntary Liens on real property in favor of judgment
creditors securing judgments to the extent such judgments are permitted
under SECTION 10.1(i).

9.5. INDEBTEDNESS. Incur, create, assume or permit to exist any
Indebtedness of the Borrower or any Subsidiary, howsoever evidenced, except:

(a) Indebtedness existing as of the Closing Date as set forth in
SCHEDULE 7.6; PROVIDED, none of the instruments and agreements evidencing
or governing such Indebtedness shall be amended, modified or supplemented
after the Closing Date to change any terms of subordination, repayment or
rights of Conversion, put, exchange or other rights from such terms and
rights as in effect on the Closing Date;

(b) Indebtedness owing to the Agent or any Lender in connection
with this Agreement, any Note or other Loan Document;

(c) the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business;

(d) additional Indebtedness in an aggregate principal amount
outstanding at any time not to exceed $15,000,000;

(e) Indebtedness arising from Hedging Obligations permitted
under SECTION 9.15;

(f) unsecured intercompany Indebtedness for loans and advances
made by the Borrower or any Guarantor to the Borrower or any Guarantor,
provided that such intercompany Indebtedness is evidenced by a promissory
note or similar written instrument acceptable to the Agent which provides
that such Indebtedness is subordinated to obligations, liabilities and
undertakings of the holder or owner thereof under the Loan Documents on
terms acceptable to the Agent;

(g) unsecured Indebtedness of up to $10,000,000 arising from
letters of credit issued by a Person that is not a Lender; and

(h) Contingent Obligations, in addition to any of those
referred to in clauses (a) through (g), in an amount not to exceed an
aggregate at any time $25,000,000.

9.6. TRANSFER OF ASSETS. Sell, lease, transfer or otherwise dispose
of any assets of Borrower or any Subsidiary other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of property that
is substantially worn, damaged, obsolete or, in the judgment of the Borrower, no
longer best used or useful in its business or that of any Subsidiary, (c)
transfers of assets necessary to give effect to merger or consolidation
transactions permitted by SECTION 9.8, (d) dispositions by way of condemnation
or eminent domain, (e) the disposition of Eligible Securities in the ordinary
course of management of the investment portfolio of the Borrower and its
Subsidiaries, and (f) sales of assets in connection with sale and leaseback
transactions permitted under SECTION 10.13.

9.7. INVESTMENTS. Purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever in any other Person or permit to exist any loans
or advances to any Person, except that Borrower may maintain investments or
invest in:

(a) securities of any Person acquired in an Acquisition
permitted hereunder including existing Investments held by such Person at
the time of the Acquisition;

(b) Eligible Securities;

(d) accounts receivable arising and trade credit granted in the
ordinary course of business and any securities received in satisfaction or
partial satisfaction thereof in connection with accounts of financially
troubled Persons to the extent reasonably necessary in order to prevent or
limit loss;

(e) investments in Subsidiaries which are or become Guarantors;

(f) loans between the Borrower and the Guarantors described in
SECTION 9.5(g);

(g) loans or advances to employees in the ordinary course of
business in an aggregate amount at any time not exceeding $500,000;

(h) other investments of up to $5,000,000; and

(i) demand deposit bank accounts created in the ordinary course
of business.

9.8. MERGER OR CONSOLIDATION. (a) Consolidate with or merge into any
other Person, or (b) permit any other Person to merge into it, or (c) liquidate,
wind-up or dissolve or sell, transfer or lease or otherwise dispose of all or a
substantial part of its assets (other than sales permitted under SECTION 9.6
(a), (b), (d) and (e)); PROVIDED, HOWEVER, (i) any Subsidiary of the

Borrower may merge into or transfer all or substantially all of its assets to
the Borrower or any wholly-owned Subsidiary of the Borrower, and (ii) any
other Person may merge into the Borrower or any wholly-owned Subsidiary and
any Subsidiary may merge into or consolidate with any other Person in order
to consummate an Acquisition permitted by SECTION 9.2, PROVIDED FURTHER, that
any resulting or surviving entity shall execute and deliver such agreements
and other documents, including a Facility Guaranty, and take such other
action as the Agent may require to evidence or confirm its express assumption
of the obligations and liabilities of its predecessor entities under the Loan
Documents.

9.9. TRANSACTIONS WITH AFFILIATES. Other than transactions
permitted under SECTIONS 9.5, 9.7 and 9.8, enter into any transaction after
the Closing Date, including, without limitation, the purchase, sale, lease or
exchange of property, real or personal, or the rendering of any service, with
any Affiliate of the Borrower, except (a) that such Persons may render
services to the Borrower or its Subsidiaries for compensation at the same
rates generally paid by Persons engaged in the same or similar businesses for
the same or similar services, (b) that the Borrower or any Subsidiary may
render services to such Persons for compensation at the same rates generally
charged by the Borrower or such Subsidiary and (c) in either case in the
ordinary course of business and pursuant to the reasonable requirements of
the Borrower's (or any Subsidiary's) business consistent with past practice
of the Borrower and its Subsidiaries and upon fair and reasonable terms no
less favorable to the Borrower (or any Subsidiary) than would be obtained in
a comparable arm's-length transaction with a Person not an Affiliate;
provided, however, that such limitations shall not apply to (x) employee
compensation and customary directors' fees and reimbursable expenses and
consulting fees and reimbursable expenses, and (y) that certain Renewed and
Extended Management Agreement with The Coca-Cola Bottling Group (Southwest),
Inc. dated as of December 1, 1991 between the Borrower and The Coca-Cola
Bottling Group (Southwest), Inc. Notwithstanding the foregoing, there shall
be no limitation on transactions or agreements between the Borrower or any of
its Subsidiaries and The Coca-Cola Bottling Group (Southwest), Inc. or any of
its subsidiaries, so long as such transactions or agreements (i) relate to
(A) cross-production, purchasing and distribution arrangements related to
their respective soft drink and food service businesses, (B) the delivery of
advice and consultation by their respective executive and technical
personnel, or (C) expense-sharing for, cooperation in, or consolidation in
The Coca-Cola Bottling Group (Southwest), Inc. or any of its Subsidiaries, or
in the Borrower or any of its Subsidiaries, of common administrative or
operational functions including, but not limited to, payroll processing,
financial transaction processing, insurance and risk management, benefits
management, transportation, warehousing, advertising, legal and accounting
representation, data processing, and personnel functions, and (ii) provide
protection from any detrimental effect on The Coca-Cola Bottling Group
(Southwest), Inc. or the Borrower as a result of a benefit to the other party
or parties to any such transaction or agreement.

9.10. COMPLIANCE WITH ERISA. With respect to any Pension Plan,
Employee Benefit Plan or Multiemployer Plan:

(a) permit the occurrence of any Termination Event which would
result in a material liability on the part of the Borrower or any ERISA
Affiliate to the PBGC; or

(b) permit the present value of all benefit liabilities under
all Pension Plans to exceed the current value of the assets of such Pension
Plans allocable to such benefit liabilities by an amount which is
reasonably expected to have a Material Adverse Effect; or

(c) permit any accumulated funding deficiency (as defined in
Section 302 of ERISA and Section 412 of the Code) with respect to any
Pension Plan, whether or not waived which is not cured within 30 days after
the Borrower is aware of the deficiency; or

(d) fail to make any contribution or payment to any
Multiemployer Plan which the Borrower or any ERISA Affiliate may be
required to make under any agreement relating to such Multiemployer Plan,
or any law pertaining thereto; or

(e) engage, or permit the Borrower or any ERISA Affiliate to
engage, in any prohibited transaction under Section 406 of ERISA or
Sections 4975 of the Code for which a civil penalty pursuant to Section
502(I) of ERISA or a tax pursuant to Section 4975 of the Code may be
imposed; or

(f) permit the establishment of any Employee Benefit Plan
providing post-retirement welfare benefits, or, unless required by law,
establish or amend any Employee Benefit Plan which establishment or
amendment could reasonably be expected to have a Material Adverse Effect on
the Borrower or any ERISA Affiliate or materially increase the obligation
of the Borrower or any ERISA Affiliate to a Multiemployer Plan; or

(g) fail, or permit the Borrower or any ERISA Affiliate to fail,
to establish, maintain and operate each Employee Benefit Plan in compliance
in all material respects with the provisions of ERISA, the Code, all
applicable Foreign Benefit Laws and all other applicable laws and the
regulations and interpretations thereof.

9.11. FISCAL YEAR. Change its Fiscal Year.

9.12. DISSOLUTION, ETC. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a merger or
consolidation permitted pursuant to SECTION 9.8.

9.13. LIMITATIONS ON SALES AND LEASEBACKS. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property, whether now owned or hereafter acquired in a related
transaction or series of related transactions, which has been or is to be sold
or transferred by the Borrower or any Subsidiary to such Person

or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Borrower
or any Subsidiary; provided that the Borrower and its Subsidiaries may sell
and lease back assets held for a period of 180 days or less subject to the
limitations on Indebtedness set forth in SECTION 9.5.

9.14. CHANGE IN CONTROL. Cause, suffer or permit to exist or occur any
Change of Control.

9.15. HEDGING OBLIGATIONS. Incur any Hedging Obligations or enter into
any agreements, arrangements, devices or instruments relating to Hedging
Obligations, except for Swap Agreements and Hedging Obligations incurred to
limit fluctuations in commodities necessary to the operation of their business
and not for speculative purposes; PROVIDED that the aggregate notional amount of
all such Hedging Obligations relating to commodities shall at no time exceed
$25,000,000.

9.16. NEGATIVE PLEDGE CLAUSES. Enter into or cause, suffer or permit to
exist any agreement with any Person other than the Agent and the Lenders
pursuant to this Agreement or any other Loan Documents which prohibits or limits
the ability of any of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, PROVIDED that the Borrower and any Subsidiary
may enter into such an agreement in connection with property subject to any Lien
permitted by this Agreement and not released after the date hereof, when such
prohibition or limitation is by its terms effective only against the assets
subject to such Lien.

9.17. SUBORDINATED DEBT. Amend, modify or obtain a waiver of any
provision of any document or instrument evidencing or relating to Subordinated
Indebtedness, or purchase, redeem, retire or otherwise acquire or make any
payment or prepayment of the principal of or any other amount owing in respect
of any Subordinated Indebtedness, except for payments (but not prepayments)
permitted or required under the present provisions of the documentation
evidencing the Subordinated Indebtedness (without amendment) and redemptions of
the Subordinated Notes and prepayments made with proceeds of the Revolving
Loans, or, as to Subordinated Indebtedness incurred after the Closing Date,
under the provisions of documentation approved by the Required Lenders.

9.18. PLEDGED STOCK. Subject to SECTION 5.2(b), permit at any time the
Lien in favor of the Agent on the Pledged Stock to represent other than a first
Lien on all equity interest and Voting Stock of the Subsidiaries.

9.19. MATERIAL AGREEMENTS. Terminate or agree to the termination of
any Material Agreement or amend, modify or obtain or grant a waiver of any
material provision of any of the Material Agreements if, as a result of any such
amendment, modification or waiver, a Material Adverse Effect occurs or is
reasonably likely to occur.

ARTICLE X

EVENTS OF DEFAULT AND ACCELERATION

10.1. EVENTS OF DEFAULT. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority) and be continuing or shall exist and shall not have been
remedied or waived, that is to say:

(a) if default shall be made in the due and punctual payment of
the principal of any Loan or Reimbursement Obligation, when and as the same
shall be due and payable whether pursuant to any provision of ARTICLE II or
ARTICLE III, at maturity, by acceleration or otherwise; or

(b) if default shall be made in the due and punctual payment of
any amount of (i) interest on any Loan or Reimbursement Obligation or (ii)
other Obligation or (iii) any fees or other amounts payable to any of the
Lenders or the Agent on the date on which the same shall be due and payable
and such default shall not be remedied for a period of five days
thereafter; or

(c) if default shall be made in the performance or observance of
any covenant set forth in SECTION 8.7, 8.11, 8.12, 8.19 or ARTICLE IX other
than SECTION 9.7(b) and SECTION 9.10 which Default shall continue for a
period of ten days;

(d) if a default shall be made in the performance or observance
of, or shall occur under, any covenant, agreement or provision contained in
this Agreement or the Notes (other than as described in clauses (a), (b) or
(c) above) and such default shall continue for 30 or more days after the
earlier of receipt of notice of such default by the Authorized
Representative from the Agent or any of the Co-Chairmen of the Board, the
Vice Chairman of the Board, the President, the General Counsel, the Chief
Financial Officer or the Treasurer of the Borrower becomes aware of such
default, or if a default shall be made in the performance or observance of,
or shall occur under, any covenant, agreement or provision contained in any
of the other Loan Documents (beyond any applicable grace period, if any,
contained therein) or in any instrument or document evidencing or creating
any obligation, guaranty, or Lien in favor of the Agent or any of the
Lenders or delivered to the Agent or any of the Lenders in connection with
or pursuant to this Agreement or any of the Obligations, or if any Loan
Document ceases to be in full force and effect (other than by reason of any
action by the Agent), or if without the written consent of the Lenders,
this Agreement or any other Loan Document shall be disaffirmed or shall
terminate, be terminable or be terminated or become void

or unenforceable for any reason whatsoever (other than in accordance with
its terms in the absence of default or by reason of any action by the
Lenders or the Agent); or

(e) if there shall occur (i) a default, which is not waived, in
the payment of any principal, interest, premium or other amount with
respect to any Indebtedness (other than the Loans and other Obligations)
of the Borrower or any Subsidiary in an amount not less than $1,000,000 in
the aggregate outstanding, or (ii) a default, which is not waived, in the
performance, observance or fulfillment of any term or covenant contained in
any agreement or instrument under or pursuant to which any such
Indebtedness may have been issued, created, assumed, guaranteed or secured
by the Borrower or any Subsidiary, or (iii) any other event of default as
specified in any agreement or instrument under or pursuant to which any
such Indebtedness may have been issued, created, assumed, guaranteed or
secured by the Borrower or any Subsidiary, and such default or event of
default shall continue for more than the period of grace, if any, therein
specified, or such default or event of default shall permit the holder of
any such Indebtedness (or any agent or trustee acting on behalf of one or
more holders) to accelerate the maturity thereof; or

(f) if any representation, warranty or other statement of fact
contained in any Loan Document or in any writing, certificate, report or
statement at any time furnished to the Agent or any Lender by or on behalf
of the Borrower or any other Loan Party pursuant to or in connection with
any Loan Document, or otherwise, shall be false or misleading in any
material respect when given; or

(g) if the Borrower or any Subsidiary or other Loan Party shall
be unable to pay its debts generally as they become due; file a petition to
take advantage of any insolvency statute; make an assignment for the
benefit of its creditors; commence a proceeding for the appointment of a
receiver, trustee, liquidator or conservator of itself or of the whole or
any substantial part of its property; file a petition or answer seeking
liquidation, reorganization or arrangement or similar relief under the
federal bankruptcy laws or any other applicable law or statute; or

(h) if a court of competent jurisdiction shall enter an order,
judgment or decree appointing a custodian, receiver, trustee, liquidator or
conservator of the Borrower or any Subsidiary or other Loan Party or of the
whole or any substantial part of its properties and such order, judgment or
decree continues unstayed and in effect for a period of sixty (60) days, or
approve a petition filed against the Borrower or any Subsidiary seeking
liquidation, reorganization or arrangement or similar relief under the
federal bankruptcy laws or any other applicable law or statute of the
United States of America or any state, which petition is not dismissed
within sixty (60) days; or if, under the provisions of any other law for
the relief or aid of debtors, a court of competent jurisdiction shall
assume custody or control of the Borrower or any Subsidiary or other Loan
Party or of the whole or any substantial part of its properties, which
control is not

relinquished within sixty (60) days; or if there is commenced against the
Borrower or any Subsidiary or other Loan Party any proceeding or petition
seeking reorganization, arrangement or similar relief under the federal
bankruptcy laws or any other applicable law or statute of the United States
of America or any state which proceeding or petition remains undismissed
for a period of sixty (60) days; or if the Borrower or any Subsidiary or
other Loan Party takes any action to indicate its consent to or approval of
any such proceeding or petition; or

(i) if (i) one or more judgments or orders where the amount not
covered by insurance (or the amount as to which the insurer denies
liability) is in excess of $1,000,000 is rendered against the Borrower or
any Subsidiary, or (ii) there is any attachment, injunction or execution
against any of the Borrower's or any Subsidiary's properties for any amount
in excess of $1,000,000 in the aggregate; and such judgment, attachment,
injunction or execution remains unpaid, unstayed, undischarged, unbonded or
undismissed for a period of thirty (30) days; or

(j) if the Borrower or any Subsidiary shall, other than in the
ordinary course of business (as determined by past practices), suspend all
or any part of its operations material to the conduct of the business of
the Borrower and its Subsidiaries, taken as a whole, for a period of more
than 60 days; or

(k) if the Borrower or any Subsidiary shall breach any of the
material terms or conditions of any agreement under which any Hedging
Obligations permitted hereby is created and such breach shall continue
beyond any grace period, if any, relating thereto pursuant to the terms of
such agreement, or if the Borrower or any Subsidiary shall disaffirm or
seek to disaffirm any such agreement or any of its obligations thereunder;
or

(l) if any Material Agreement shall cease to be in full force
and effect for any reason; any of the material rights of the Borrower or
any of its Subsidiaries under any of the Material Agreements shall be
terminated or suspended; the Borrower or any of its Subsidiaries shall
receive notice under any Material Agreement of the occurrence of an event
which, if not cured, could permit the termination of such Material
Agreement, and such event is not cured and/or waived by the date specified
in such notice as a deadline for such cure (as the same may be extended by
the Person giving such notice), or, if the notice does not contain a
deadline, within thirty (30) days from the date of such notice (or such
later date as may be specified by the Person giving such notice); or any
proceeding or action shall otherwise be taken or commenced to renounce,
terminate or suspend any of the material rights of the Borrower or any of
its Subsidiaries under such Material Agreement; or

(m) if there shall occur any Termination Event other than the
voluntary termination of a Pension Plan under Section 4041 of ERISA; or

(n) if there shall occur a Change in Control;

then, and in any such event and at any time thereafter,

(A) either or both of the following actions may be
taken: (i) the Agent may, and at the direction of the Required
Lenders shall, without further notice to the Borrower, which
notice is hereby expressly waived by the Borrower, declare any
obligation of the Lenders and the Issuing Bank to make further
Loans and Swing Line Loans or to issue additional Letters of
Credit terminated, whereupon the obligation of each Lender to
make further Loans, of NationsBank to make further Swing Line
Loans, and of the Issuing Bank to issue additional Letters of
Credit, hereunder shall terminate immediately, and (ii) the Agent
shall at the direction of the Required Lenders, at their option,
declare by notice to the Borrower any or all of the Obligations
to be immediately due and payable, and the same, including all
interest accrued thereon and all other Obligations of the
Borrower to the Agent and the Lenders, shall forthwith become
immediately due and payable without presentment, demand, protest,
notice or other formality of any kind, all of which are hereby
expressly waived, anything contained herein or in any instrument
evidencing the Obligations to the contrary notwithstanding;
PROVIDED, however, that notwithstanding the above, if there shall
occur an Event of Default under clause (g) or (h) above, then the
obligation of the Lenders to make Loans, of NationsBank to make
Swing Line Loans, and of the Issuing Bank to issue Letters of
Credit hereunder shall automatically terminate and any and all of
the Obligations shall be immediately due and payable without the
necessity of any action by the Agent or the Required Lenders or
notice to the Agent or the Lenders, and without notice, demand,
presentment, notice of dishonor, notice of acceleration, notice
of intent to accelerate, protest or other formalities of any
kind, all of which are hereby expressly waived by the Borrower;

(B) The Borrower shall, upon demand of the Agent or the
Required Lenders, deposit cash with the Agent in an amount equal
to the amount of any Letter of Credit Outstandings, as collateral
security for the repayment of any future drawings or payments
under such Letters of Credit, and such amounts shall be held by
the Agent pursuant to the terms of the LC Account Agreement; and

(C) the Agent and each of the Lenders shall have all of
the rights and remedies available under the Loan Documents or
under any applicable law.

10.2. AGENT TO ACT. In case any one or more Events of Default shall
occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce the Lenders' rights or
remedies either by suit in equity or by action at law, or both, whether for the
specific performance of any covenant, agreement or other provision

contained herein or in any other Loan Document, or to enforce the payment of
the Obligations or any other legal or equitable right or remedy.

10.3. CUMULATIVE RIGHTS. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

10.4. NO WAIVER. No course of dealing between the Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

10.5. ALLOCATION OF PROCEEDS. If an Event of Default has occurred and
not been waived, and the maturity of the Notes has been accelerated pursuant to
ARTICLE X hereof, all payments received by the Agent hereunder, in respect of
any principal of or interest on the Obligations or any other amounts payable by
the Borrower hereunder, shall be applied by the Agent in the following order:

(a) amounts due to the Lenders pursuant to SECTIONS 2.10, 3.3,
3.4 AND 12.5;

(b) amounts due to the Agent pursuant to SECTION 11.8;

(c) payments of interest on Loans, Swing Line Loans and
Reimbursement Obligations, to be applied for the ratable benefit of the
Lenders (with amounts payable in respect of Swing Line Outstandings being
included in such calculation and paid to NationsBank);

(d) payments of principal of Loans, Swing Line Loans and
Reimbursement Obligations, to be applied for the ratable benefit of the
Lenders (with amounts payable in respect of Swing Line Outstandings being
included in such calculation and paid to NationsBank);

(e) payments of cash amounts to the Agent in respect of
outstanding Letters of Credit pursuant to SECTION 10.1(B);

(f) amounts due to the Lenders pursuant to SECTION 3.2(g);

(g) amounts due to the Lenders pursuant to SECTIONS 8.15 and
12.9;

(h) payments of all other amounts due under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders;

(i) amounts due to any of the Lenders or any affiliate of a
Lender in respect of Obligations consisting of liabilities under any Swap
Agreement with any of the Lenders or any affiliate of a Lender on a pro
rata basis according to the amounts owed; and

(j) any surplus remaining after application as provided for
herein, to the Borrower or otherwise as may be required by applicable
law.

ARTICLE XI

THE AGENT

11.1. APPOINTMENT, POWERS, AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents with such powers and discretion as are
specifically delegated to the Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Agent (which term as used in this sentence and in SECTION 11.5 and
the first sentence of SECTION 11.6 hereof shall include its affiliates and its
own and its affiliates' officers, directors, employees, and agents):

(a) shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or
fiduciary for any Lender;

(b) shall not be responsible to the Lenders for any recital,
statement, representation, or warranty (whether written or oral) made in or
in connection with any Loan Document or any certificate or other document
referred to or provided for in, or received by any of them under, any Loan
Document, or for the value, validity, effectiveness, genuineness,
enforceability, or sufficiency of any Loan Document, or any other document
referred to or provided for therein or for any failure by any Loan Party or
any other Person to perform any of its obligations thereunder;

(c) shall not be responsible for or have any duty to ascertain,
inquire into, or verify the performance or observance of any covenants or
agreements by any Loan Party or the satisfaction of any condition or to
inspect the property (including the books and records) of any Loan Party or
any of its Subsidiaries or affiliates;

(d) other than as provided in SECTION 10.2, shall not be
required to initiate or conduct any litigation or collection proceedings
under any Loan Document; and

(e) shall not be responsible for any action taken or omitted to
be taken by it under or in connection with any Loan Document, except for
its own gross negligence or willful misconduct.

The Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.

11.2. RELIANCE BY AGENT. The Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telefacsimile) believed by it to
be genuine and correct and to have been signed, sent or made by or on behalf of
the proper Person or Persons, and upon advice and statements

of legal counsel (including counsel for any Loan Party), independent
accountants, and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof
unless and until the Agent receives and accepts an Assignment and Acceptance
executed in accordance with SECTION 12.1 hereof. As to any matters not
expressly provided for by this Agreement, the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and
such instructions shall be binding on all of the Lenders; PROVIDED,
HOWEVER, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to any Loan Document or
applicable law or unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred
by it by reason of taking any such action.

11.3. DEFAULTS. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default (other than a payment
default) unless the Agent has received written notice from a Lender or the
Borrower specifying such Default or Event of Default and stating that such
notice is a "Notice of Default". In the event that the Agent receives such a
notice of the occurrence of a Default or Event of Default, the Agent shall give
prompt notice thereof to the Lenders. The Agent shall (subject to SECTION 11.2
hereof) take such action with respect to such Default or Event of Default as
shall reasonably be directed by the Required Lenders, PROVIDED THAT, unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interest of the Lenders.

11.4. RIGHTS AS LENDER. With respect to its Revolving Credit
Commitment and the Loans made by it, NationsBank (and any successor acting as
Agent) in its capacity as a Lender hereunder shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it
were not acting as the Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Agent in its individual
capacity. NationsBank (and any successor acting as Agent) and its affiliates
may (without having to account therefor to any Lender) accept deposits from,
lend money to, make investments in, provide services to, and generally engage
in any kind of lending, trust, or other business with any Loan Party or any
of its subsidiaries or affiliates as if it were not acting as Agent, and
NationsBank (and any successor acting as Agent) and its affiliates may accept
fees and other consideration from any Loan Party or any of its subsidiaries
or affiliates for services in connection with this Agreement or otherwise
without having to account for the same to the Lenders.

11.5. INDEMNIFICATION. The Lenders agree to indemnify the Agent (to
the extent not reimbursed under SECTION 12.9 hereof, but without limiting the
obligations of the Borrower under such Section) ratably in accordance with their
respective Revolving Credit Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees), or disbursements of any kind and nature
whatsoever that

may be imposed on, incurred by or asserted against the Agent (including by
any Lender) in any way relating to or arising out of any Loan Document or the
transactions contemplated thereby or any action taken or omitted by the Agent
under any Loan Document (including any of the foregoing arising from the
negligence of the Agent); PROVIDED that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Person to be indemnified. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for
its ratable share of any costs or expenses payable by the Borrower under
SECTION 12.5, to the extent that the Agent is not promptly reimbursed for
such costs and expenses by the Borrower. The agreements contained in this
SECTION 11.5 shall survive payment in full of the Loans and all other amounts
payable under this Agreement.

11.6. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender agrees that
it has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Loan Parties and their subsidiaries and decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any Loan
Party or any of its subsidiaries or affiliates that may come into the possession
of the Agent or any of its affiliates.

11.7. RESIGNATION OF AGENT. The Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Agent and, so long
as no Default or Event of Default exists, the prior written approval of the
Borrower, which approval shall not be unreasonably withheld. If no successor
Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving of notice of resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent which shall be a commercial bank organized
under the laws of the United States of America having combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, 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 hereunder as
Agent, the provisions of this ARTICLE XI 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.

11.8. FEES. The Borrower agrees to pay to the Agent, for its
individual account, an annual Agent's fee as from time to time agreed to by the
Borrower and the Agent in writing.

ARTICLE XII

MISCELLANEOUS

12.1. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender may assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Loans, its Note, and its Revolving Credit Commitment); PROVIDED, HOWEVER, that

(i) each such assignment shall be to an Eligible Assignee;

(ii) except in the case of an assignment to another Lender or
an assignment of all of a Lender's rights and obligations under this Agreement
and the Southwest Agreement, any such partial assignment under this Agreement
and the Southwest Agreement shall be in an amount at least equal to $10,000,000
or an integral multiple of $1,000,000 in excess thereof;

(iii) any assignment by a Lender of all or a portion of its
Revolving Credit Commitment shall include an assignment of a similar percentage
of its Revolving Credit Commitment under the Southwest Agreement;

(iv) each such assignment by a Lender shall be of a constant,
and not varying, percentage of all of its rights and obligations under this
Agreement and the Note; and

(v) the parties to such assignment shall execute and deliver
to the Agent for its acceptance an Assignment and Acceptance in the form of
EXHIBIT B hereto, together with any Note subject to such assignment and a
processing fee of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Borrower shall make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee. If the assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Agent certification as to exemption
from deduction or withholding of Taxes in accordance with SECTION 5.6.

(b) The Agent shall maintain at its address referred to in
SECTION 12.2 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the Revolving Credit Commitment of, and principal amount of the
Loans owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agent and the Lenders may treat each Person whose
name is recorded in the

Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

(c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of EXHIBIT B hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the parties thereto.

(d) Each Lender may sell participations to one or more Persons in all
or a portion of its rights, obligations or rights and obligations under this
Agreement (including all or a portion of its Revolving Credit Commitment or its
Loans); PROVIDED, HOWEVER, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in ARTICLE V to the extent such Lender is entitled to make
a claim by reason of such benefit and the right of set-off contained in SECTION
12.3, and (iv) the Borrower shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to its Loans and its Note and to approve
any amendment, modification, or waiver of any provision of this Agreement (other
than amendments, modifications, or waivers decreasing the amount of principal of
or the rate at which interest is payable on such Loans or Note, extending any
scheduled principal payment date or date fixed for the payment of interest on
such Loans or Note, or extending its Revolving Credit Commitment).

(e) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign and pledge all or any portion of its Loans and
its Note to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank. No
such assignment shall release the assigning Lender from its obligations
hereunder.

(f) Any Lender may furnish any information concerning the Borrower or
any of the Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants)
to the extent provided in SECTION 8.1.

12.2. NOTICES. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective (i) on the day on which delivered
(including hand delivery by commercial courier service) to such party (against
receipt therefor), (ii) on the date of receipt at such address, telefacsimile
number or telex number as may from time to time be specified by such party in
written notice to the other parties hereto, in the case of notice by telegram,
telefacsimile or telex, respectively (where the receipt of such message is
verified by return), or (iii) on the fifth Business Day after the day on which
mailed, if sent prepaid by certified or

registered mail, return receipt requested; in each case delivered,
transmitted or mailed, as the case may be, to the address, telex number or
telefacsimile number, as appropriate, set forth below or such other address
or number as such party shall specify by notice hereunder:

(a) if to the Borrower:

Texas Bottling Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Texas Bottling Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

(b) if to the Agent:

NationsBank, National Association
Independence Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Agency Services
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

NationsBank, National Association
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

At the addresses set forth on the signature pages hereof and
on the signature page of each Assignment and Acceptance;

(d) if to any other Loan Party, at the address set forth on the
signature page of the Facility Guaranty or Security
Instrument executed by such Loan Party, as the case may be.

12.3. RIGHT OF SET-OFF; ADJUSTMENTS. (a) Upon the occurrence and
during the continuance of any Event of Default, each Lender (and each of its
affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by such Lender (or any of its
affiliates) to or for the credit or the account of the Borrower against any
and all of the Obligations of the Borrower now or hereafter existing under
this Agreement and the Note held by such Lender, irrespective of whether
such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application made by such
Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each
Lender under this SECTION 12.3 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender may
have.

(b) If any Lender (a "benefitted Lender") shall at any time receive
any payment of all or part of the Loans owing to it, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefitted Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this SECTION 12.3 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Person were the direct creditor of the Borrower in the amount of such
participation. Nothing in this Section shall limit the right of any Lender to
exercise in any right of set off or counterclaim it may have and apply the
amount subject to such exercise to the payment of Indebtedness of the Borrower
other than the Obligations.

12.4. SURVIVAL. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the issuance of the Letters of Credit and the execution and delivery to the
Lenders of this Agreement and the Notes and shall continue in full force and
effect so long as any of Obligations remain outstanding or any Lender has any
commitment hereunder or the Borrower has continuing obligations hereunder unless
otherwise provided herein. Whenever in this Agreement any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
permitted assigns of such party and all covenants, provisions and agreements by
or on behalf of the Borrower which are contained in the Loan Documents shall
inure to the benefit of the successors and permitted assigns of the Lenders or
any of them.

12.5. EXPENSES. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the syndication, preparation,
execution, and delivery of this Agreement, the other Loan Documents, and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and expenses of counsel for the Agent (including the cost of
internal counsel) with respect thereto and with respect to advising the Agent as
to its rights and responsibilities under the Loan Documents. The Borrower
further agrees to pay on demand all reasonable costs and expenses of the Agent,
including without limitation, the reasonable fees and expenses of counsel for
the Agent, in connection with any future modification or amendment of this
Agreement, the other Loan Documents, and the other documents delivered
hereunder. The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lenders, if any (including, without limitation, reasonable
attorneys' fees and expenses and the cost of internal counsel), in connection
with the enforcement (whether through negotiations, legal proceedings, or
otherwise) of the Loan Documents and the other documents to be delivered
hereunder.

12.6. AMENDMENTS AND WAIVERS. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if ARTICLE XI or the rights or duties of the Agent are affected thereby,
by the Agent); PROVIDED that no such amendment or waiver shall, unless signed
by each Lender directly affected thereby, (i) increase the Revolving Credit
Commitments of the Lenders, (ii) reduce the principal of or rate of interest on
any Loan or any fees or other amounts payable hereunder, (iii) postpone any
date fixed for the payment of any scheduled installment of principal of or
interest on any Loan or any fees or other amounts payable hereunder or for
termination of any Revolving Credit Commitment (other than waivers of mandatory
prepayments which shall require only the consent of the Required Lenders), (iv)
change the percentage of the Revolving Credit Commitments or of the unpaid
principal amount of the Notes, or the number of Lenders, which shall be required
for the Lenders or any of them to take any action under this SECTION 12.6 or any
other provision of this Agreement or (v) release any Guarantor or all or
substantially all of the Collateral (except as otherwise provided herein); and
PROVIDED, FURTHER, that no such amendment or waiver that affects the rights,
privileges or obligations of NationsBank as provider of Swing Line Loans, shall
be effective unless signed in

writing by NationsBank or that affects the rights, privileges or obligations
of the Issuing Bank as issuer of Letters of Credit, shall be effective unless
signed in writing by the Issuing Bank;

Notwithstanding any provision of the other Loan Documents to the contrary, as
between the Agent and the Lenders, execution by the Agent of any amendment or
waiver shall not be deemed conclusive evidence that the Agent has obtained the
written consent of the Required Lenders. No notice to or demand on the Borrower
in any case shall entitle the Borrower to any other or further notice or demand
in similar or other circumstances, except as otherwise expressly provided
herein. No delay or omission on any Lender's or the Agent's part in exercising
any right, remedy or option shall operate as a waiver of such or any other
right, remedy or option or of any Default or Event of Default.

12.7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

12.8. TERMINATION. The termination of this Agreement shall not affect
any rights of the Borrower, the Lenders or the Agent or any obligation of the
Borrower, the Lenders or the Agent, arising prior to the effective date of such
termination, and the provisions hereof shall continue to be fully operative
until all transactions entered into or rights created or obligations incurred
prior to such termination have been fully disposed of, concluded or liquidated
and the Obligations arising prior to or after such termination have been
irrevocably paid in full. The rights granted to the Agent for the benefit of
the Lenders under the Loan Documents shall continue in full force and effect,
notwithstanding the termination of this Agreement, until all of the Obligations
have been paid in full after the termination hereof (other than Obligations in
the nature of continuing indemnities or expense reimbursement obligations not
yet due and payable, which shall continue) or the Borrower has furnished the
Lenders and the Agent with an indemnification satisfactory to the Agent and each
Lender with respect thereto. All representations, warranties, covenants,
waivers and agreements contained herein shall survive termination hereof until
payment in full of the Obligations unless otherwise provided herein.
Notwithstanding the foregoing, if after receipt of any payment of all or any
part of the Obligations, any Lender is for any reason compelled to surrender
such payment to any Person because such payment is determined to be void or
voidable as a preference, impermissible setoff, a diversion of trust funds or
for any other reason, this Agreement shall continue in full force and the
Borrower shall be liable to, and shall indemnify and hold the Agent or such
Lender harmless for, the amount of such payment surrendered until the Agent or
such Lender shall have been finally and irrevocably paid in full. The
provisions of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by the Agent or
the Lenders in reliance upon such payment, and any such contrary action so taken
shall be without prejudice to the Agent or the Lenders' rights under this
Agreement and shall be deemed to have been conditioned upon such payment having
become final and irrevocable.

12.9. INDEMNIFICATION; LIMITATION OF LIABILITY. (A) THE BORROWER
AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF
THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR
AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN
CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION
WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN
CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED
HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING
ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)],
EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS
FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO
WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE
EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT
BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED
PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO
AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED;
SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM
AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON
ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR
OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED
HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS
NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY
IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN
SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY
HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS
NOR SHALL THE

PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION
BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION
CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY.

(B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE
BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN
THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE UNDER THIS AGREEMENT.

12.10. SEVERABILITY. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

12.11. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PREVIOUS PROPOSALS, NEGOTIATIONS,
REPRESENTATIONS, COMMITMENTS AND OTHER COMMUNICATIONS BETWEEN OR AMONG THE
PARTIES, BOTH ORAL AND WRITTEN, WITH RESPECT THERETO.

12.12. AGREEMENT CONTROLS. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

12.13. USURY SAVINGS CLAUSE. Notwithstanding any other provision
herein, the aggregate interest rate charged under any of the Notes, including
all charges or fees in connection therewith deemed in the nature of interest
under applicable law shall not exceed the Highest Lawful Rate (as such term is
defined below). If the rate of interest (determined without regard to the
preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate (as defined below), the outstanding amount of the Loans made hereunder
shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect. In addition, if, when the Loans made hereunder are repaid
in full, the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to the Agent an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if
the Highest

Lawful Rate had at all times been in effect. Notwithstanding the foregoing,
it is the intention of the Lenders and the Borrower to conform strictly to
any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or receives any consideration which constitutes interest in excess
of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender's option be
applied to the outstanding amount of the Loans made hereunder or be refunded
to the Borrower. As used in this paragraph, the term "Highest Lawful Rate"
means the maximum lawful interest rate, if any, that at any time or from time
to time may be contracted for, charged, or received under the laws applicable
to such Lender which are presently in effect or, to the extent allowed by
law, under such applicable laws which may hereafter be in effect and which
allow a higher maximum nonusurious interest rate than applicable laws now
allow.

12.14. GOVERNING LAW; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
THOSE SECURITY INSTRUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE
GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

(b) THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED
IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF DALLAS, STATE OF
TEXAS, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF
JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING, AND THE BORROWER HEREBY IRREVOCABLY SUBMITS GENERALLY
AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING.

(c) THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR
CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER PROVIDED IN
SECTION

12.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE
LAWS IN EFFECT IN THE STATE OF TEXAS.

(d) NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF SHALL
PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF
ANY JURISDICTION WHERE THE BORROWER OR ANY OF THE BORROWER'S PROPERTY OR
ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE
LAWS OF ANY SUCH JURISDICTION, THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY
SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR
HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.

(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE
DELIVERED IN CONNECTION THEREWITH, THE BORROWER, THE AGENT AND THE LENDERS
HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY
AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
PROCEEDING.

12.15. PAYMENTS. All principal, interest, and other amounts to be made
by the Borrower under this Agreement and the other Loan Documents shall be made
to the Agent at the Principal Office in Dollars and in immediately available
funds, without setoff, deduction or counterclaim. Subject to the definition of
"Interest Period" herein, whenever any payment under this Agreement or any other
Loan Document shall be stated to be due on a day that is not a Business Day,
such payment may be made on the next succeeding Business Day, and such extension
of time in such case shall be included in the computation of interest and fees,
as applicable, and as the case may be.

[Signatures on following pages]

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

TEXAS BOTTLING GROUP, INC.

By:
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President

Signature Page 1 of 13

NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders

By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Senior Vice President

Signature Page 2 of 13

NATIONSBANK, NATIONAL ASSOCIATION

By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Senior Vice President

Lending Office:
NationsBank, National Association
Independence Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Agency
Services
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Wire Transfer Instructions:
NationsBank, National Association
ABA# ▇▇▇▇▇▇▇▇▇
Account No.:
---------------------
Reference: Texas Bottling Group, Inc.
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Agency
Services

Signature Page 3 of 13

SCOTIABANC INC.

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
The Bank of Nova Scotia
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Credit: Scotiabanc Inc.
A/C #0735639
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Reference: Texas Bottling Group, Inc.

Signature Page 4 of 13

U.S. BANK, NATIONAL ASSOCIATION

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Wire Transfer Instructions:
U.S. Bank, National Association
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #300472160600
Attention: Commercial Loan Service
Center
Reference: Texas Bottling Group, Inc.

Signature Page 5 of 13

SUNTRUST BANK, ATLANTA

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
SunTrust Bank
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇-▇▇▇▇-▇
Account #9088000112
Attention: Tra ▇▇▇▇▇▇▇
Reference: Texas Bottling Group, Inc.

Signature Page 6 of 13

ABN AMRO BANK N.V.

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
ABN AMRO Bank N.V.
New York, New York
ABA #▇▇▇▇▇▇▇▇▇
F/O: ABN AMRO Bank N.V. Chicago CPU
Account #650-001-1789-41
Reference: Texas Bottling Group, Inc.

Signature Page 7 of 13

GUARANTY FEDERAL BANK, F.S.B.

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
Guaranty Federal Bank
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
ABA #314070664
Account #194080-80854
Attention: Commercial Loan Support
Reference: Texas Bottling Group, Inc.

Signature Page 8 of 13

▇▇▇▇▇▇ TRUST AND SAVINGS BANK

By:
------------------------------
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

Lending Office:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
▇▇▇▇▇▇ Bank
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇▇▇-▇
Attention: Loan Accounting
Reference: Texas Bottling Group, Inc.

Signature Page 9 of 13

CITICORP USA, INC.

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
Citibank, N.A.
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #4058-0628
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Reference: Texas Bottling Group, Inc.

Signature Page 10 of 13

FLEET NATIONAL BANK

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
Fleet National Bank
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #151035103156
Attention: Commercial Loan Services
Reference: Texas Bottling Group, Inc.

Signature Page 11 of 13

THE FROST NATIONAL BANK

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
The Frost National Bank
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #
----------------
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Reference: Texas Bottling Group, Inc.

Signature Page 12 of 13

CREDITANSTALT CORPORATE FINANCE, INC.

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Lending Office:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Wire Transfer Instructions:
Chase NY
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇-▇▇▇▇▇
Reference: Texas Bottling Group, Inc.

Signature Page 13 of 13

CREDIT AGREEMENT by and among TEXAS BOTTLING GROUP, INC. as Borrower,

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