UNITED NATURAL FOODS INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<TEXT>

                                                                    Exhibit 10.1


[LOGO] Fleet Capital

       A FleetBoston Financial Company


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                         UNITED NATURAL FOODS, INC. AND
                         ITS SUBSIDIARIES, as Borrowers

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               FLEET CAPITAL CORPORATION, as Administrative Agent
              CITIZENS BANK OF MASSACHUSETTS, as Syndication Agent
             U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent
                     FLEET CAPITAL CORPORATION, as Arranger
                        THE FINANCIAL INSTITUTIONS PARTY

                      HEREBY FROM TIME TO TIME, as Lenders

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                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                              Dated: April 30, 2004

                                 $250,000,000.00


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<PAGE>

                                Table of Contents

SECTION 1.  CREDIT FACILITY..................................................2

   1.1  REVOLVING CREDIT LOANS...............................................2
    1.1.1  Loans and Reserves................................................2
    1.1.2  Borrowings........................................................3
    1.1.3  Use of Proceeds...................................................3
   1.2  LETTERS OF CREDIT; LC GUARANTIES.....................................3
   1.3  LC AMOUNT PARTICIPATIONS.............................................3
    1.3.1  Purchase of Participations........................................3
    1.3.2  Reimbursement by Participating Lenders............................3
    1.3.3  Payments to Participating Lenders.................................4
    1.3.4  Payment of Obligations............................................4
    1.3.5  FCC Actions.......................................................4

SECTION 2.  INTEREST, FEES AND CHARGES.......................................5

   2.1  INTEREST.............................................................5
    2.1.1  Rates of Interest.................................................5
    2.1.2  Default Rate of Interest..........................................5
    2.1.3  Maximum Interest..................................................5
   2.2  COMPUTATION OF INTEREST AND FEES.....................................5
   2.3  LETTER OF CREDIT AND LC GUARANTY FEES................................6
   2.4  UNUSED LINE FEE......................................................6
   2.5  CLOSING FEE..........................................................6
   2.6  AUDIT AND APPRAISAL FEES.............................................6
   2.7  REIMBURSEMENT OF EXPENSES............................................6
   2.8  BANK CHARGES.........................................................7
   2.9  AGENT AND ARRANGER MANAGER FEE LETTER................................7

SECTION 3.  LOAN ADMINISTRATION..............................................7

   3.1  MANNER OF BORROWING REVOLVING CREDIT LOANS...........................7
    3.1.1  Loan Requests.....................................................7
    3.1.2  Fundings by Lenders...............................................8
    3.1.3  Settlement and SwingLine Loans....................................9
    3.1.4  Disbursement.....................................................11
    3.1.5  Authorization....................................................11
    3.1.6  LIBOR Advances...................................................11
    3.1.7  Conversion of Base Rate Advances.................................11
    3.1.8  Continuation of LIBOR Advances...................................12
    3.1.9  Inability to Make LIBOR Advances.................................12
   3.2  PAYMENTS............................................................12
    3.2.1  Principal........................................................12
    3.2.2  Interest.........................................................13
    3.2.3  Costs, Fees and Charges..........................................13
    3.2.4  Other Obligations................................................13
    3.2.5  Prepayment of LIBOR Advances.....................................13
   3.3  MANDATORY PREPAYMENTS...............................................14
    3.3.1  Proceeds of Sale, Loss, Destruction or Condemnation of
           Collateral.......................................................14
   3.4  APPLICATION OF PAYMENTS AND COLLECTIONS.............................14
   3.5  ALL LOANS TO CONSTITUTE ONE OBLIGATION..............................14
   3.6  LOAN ACCOUNT........................................................14
   3.7  STATEMENTS OF ACCOUNT...............................................14
   3.8  INCREASED COSTS.....................................................15
   3.9  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR............16
   3.10  BORROWERS' REPRESENTATIVE..........................................16


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SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.................17

   4.1  PAYMENTS............................................................17
    4.1.1  Payment of Principal and Interest................................17
    4.1.2  Agent Authorized To Debit Borrowers' Account.....................17
    4.1.3  Application of Payment...........................................17
    4.1.4  Payment Received By Lender.......................................17
    4.1.5  No Right of Offset By Borrowers..................................18
   4.2  PRO RATA TREATMENT..................................................18
   4.3  ALLOCATION OF PAYMENTS FROM BORROWERS...............................19
   4.4  NON-RECEIPT OF FUNDS BY THE AGENT; DELINQUENT LENDERS...............19
    4.4.1  Non-Receipt of Funds.............................................19
    4.4.2  Delinquent Lenders...............................................20
   4.5  WITHHOLDING TAX EXEMPTION...........................................21

SECTION 5.  TERM AND TERMINATION............................................21

   5.1  TERM OF AGREEMENT...................................................21
   5.2  TERMINATION.........................................................21
    5.2.1  Termination by Lenders...........................................22
    5.2.2  Termination by Borrowers.........................................22
    5.2.3  Effect of Termination............................................22

SECTION 6.  SECURITY INTERESTS..............................................22

   6.1  SECURITY INTEREST IN COLLATERAL.....................................22
   6.2  OTHER COLLATERAL....................................................24
    6.2.1  Commercial Tort Claims...........................................24
    6.2.2  Other Collateral.................................................24
   6.3  LIEN PERFECTION; FURTHER ASSURANCES.................................24

SECTION 7.  COLLATERAL ADMINISTRATION.......................................25

   7.1  GENERAL.............................................................25
    7.1.1  Location of Collateral...........................................25
    7.1.2  Insurance of Collateral..........................................25
    7.1.3  Protection of Collateral.........................................25
   7.2  ADMINISTRATION OF ACCOUNTS..........................................26
    7.2.1  Records, Schedules and Assignments of Accounts...................26
    7.2.2  Discounts, Allowances, Disputes..................................26
    7.2.3  Taxes............................................................26
    7.2.4  Account Verification.............................................27
    7.2.5  Maintenance of Cash Management System............................27
    7.2.6  Collection of Accounts, Proceeds of Collateral...................27
   7.3  ADMINISTRATION OF INVENTORY.........................................28
    7.3.1  Records and Reports of Inventory.................................28
    7.3.2  Returns of Inventory.............................................28
   7.4  PAYMENT OF CHARGES..................................................28

SECTION 8.  REPRESENTATIONS AND WARRANTIES..................................28

   8.1  GENERAL REPRESENTATIONS AND WARRANTIES..............................28
    8.1.1  Organization and Qualification...................................28
    8.1.2  Corporate Power and Authority....................................28
    8.1.3  Legally Enforceable Agreement....................................29
    8.1.4  Capital Structure................................................29
    8.1.5  Corporate Names, Etc.............................................29
    8.1.6  Business Locations; Agent for Process............................30
    8.1.7  Title to Properties; Priority of Liens...........................30


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   8.1.8  ACCOUNTS..........................................................30
    8.1.9  Intentionally Omitted............................................31
    8.1.10  Financial Statements; Fiscal Year...............................31
    8.1.11  Full Disclosure.................................................31
    8.1.12  Solvent Financial Condition.....................................32
    8.1.13  Surety Obligations..............................................32
    8.1.14  Taxes...........................................................32
    8.1.15  Brokers.........................................................32
    8.1.16  Patents, Trademarks, Copyrights and Licenses....................32
    8.1.17  Governmental Consents...........................................32
    8.1.18  Compliance with Laws............................................32
    8.1.19  Restrictions....................................................33
    8.1.20  Litigation......................................................33
    8.1.21  No Defaults.....................................................33
    8.1.22  Leases..........................................................33
    8.1.23  Pension Plans...................................................33
    8.1.24  Trade Relations.................................................33
    8.1.25  Labor Relations.................................................34
    8.1.26  Bank Accounts...................................................34
   8.2  CONTINUOUS NATURE OF REPRESENTATIONS AND WARRANTIES.................34
   8.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES..........................34

SECTION 9.  COVENANTS AND CONTINUING AGREEMENTS.............................34

   9.1  AFFIRMATIVE COVENANTS...............................................34
    9.1.1  Visits and Inspections...........................................34
    9.1.2  Notices..........................................................35
    9.1.3  Financial Statements.............................................35
    9.1.4  Landlord and Storage Agreements..................................36
    9.1.5  Guarantor Financial Statements...................................36
    9.1.6  Projections......................................................37
    9.1.7  Taxes and Liens..................................................37
    9.1.8  Tax Returns......................................................37
    9.1.9  Business and Existence...........................................37
    9.1.10  Maintain Properties.............................................37
    9.1.11  Compliance and Laws.............................................37
    9.1.12  ERISA Compliance................................................37
    9.1.13  Further Assurances..............................................38
   9.2  NEGATIVE COVENANTS..................................................38
    9.2.1  Mergers; Consolidations; Acquisitions............................38
    9.2.2  Loans............................................................39
    9.2.3  Total Indebtedness...............................................39
    9.2.4  Affiliate Transactions...........................................40
    9.2.5  Limitation on Liens..............................................40
    9.2.6  Subordinated Debt................................................41
    9.2.7  Distributions....................................................41
    9.2.8  Intentionally Omitted............................................41
    9.2.9  Disposition of Collateral........................................41
    9.2.10  Stock of Subsidiaries...........................................42
    9.2.11  Bill-and-Hold Sales, Etc........................................42
    9.2.12  Restricted Investment...........................................42
    9.2.13  Intentionally Omitted...........................................42
    9.2.14  Tax Consolidation...............................................42
    9.2.15  Business Locations..............................................42
    9.2.16  Guaranties......................................................42


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    9.2.17  Adverse Transactions............................................42
    9.2.18  Subsidiaries....................................................42
    9.2.19  Change of Business..............................................43
    9.2.20  Name of Borrowers...............................................43
    9.2.21  Use of Agent's of any Lender's Name.............................43
    9.2.22  Margin Securities...............................................43
   9.3  SPECIFIC FINANCIAL COVENANTS........................................43
    9.3.1  Fixed Charge Coverage Ratio......................................43
    9.3.2   Minimum Net Worth...............................................43

SECTION 10.  CONDITIONS PRECEDENT...........................................43

   10.1  CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSIONS..................43
    10.1.1  Documentation...................................................44
    10.1.2  No Default......................................................44
    10.1.3  Other Loan Documents............................................44
    10.1.4  Availability....................................................44
    10.1.5  Corporate Documents.............................................44
    10.1.6  Borrowing Notice................................................44
    10.1.7  Opinions of Counsel to the Borrowers............................44
    10.1.8  Notes...........................................................44
    10.1.9  Intentionally  Omitted..........................................44
    10.1.10  No Adverse Litigation or Proceeding............................44
    10.1.11  Consents, Etc..................................................45
    10.1.12  Payment of Fees................................................45
    10.1.13  Capital Structure..............................................45
    10.1.14  Due Diligence..................................................45
    10.1.15  Labor Relations................................................45
    10.1.16  Financial Statements...........................................45
    10.1.17  Cash Management................................................45
    10.1.18  Satisfaction of Conditions in Other Loan Documents.............45
    10.1.19  No Material Adverse Change.....................................45
    10.1.20  Insurance......................................................46
    10.1.21  Other Documents................................................46
   10.2.CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.......................46
    10.2.1  No Defaults.....................................................46
    10.2.2  Representations and Warranties..................................46
    10.2.3  No Litigation...................................................46
    10.2.4  No Material Adverse Effect......................................46

SECTION 11.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT..............46

   11.1  EVENTS OF DEFAULT..................................................46
    11.1.1  Payment of Notes................................................46
    11.1.2  Payment of Other Obligations....................................47
    11.1.3  Misrepresentations..............................................47
    11.1.4  Breach of Specific Covenants....................................47
    11.1.5  Breach of Other Covenants.......................................47
    11.1.6  Default Under Security Documents/Other Agreements...............47
    11.1.7  Other Defaults..................................................47
    11.1.8  Uninsured Losses................................................48
    11.1.9  Adverse Changes.................................................48
    11.1.10  Insolvency and Related Proceedings.............................48
    11.1.11  Business Disruption; Condemnation..............................48
    11.1.12  Fundamental Change.............................................48
    11.1.13  ERISA..........................................................49
    11.1.14  Challenge to Agreement.........................................49


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    11.1.15  Repudiation of or Default Under Guaranty Agreement.............50
    11.1.16  Criminal Forfeiture............................................50
    11.1.17  Judgments......................................................50
    11.1.18  Default Under Term Loan........................................50
   11.2  ACCELERATION OF THE OBLIGATIONS....................................50
   11.3  OTHER REMEDIES.....................................................50
   11.4  REMEDIES CUMULATIVE................................................52

SECTION 12.  AGENT..........................................................52

   12.1  APPOINTMENT, POWERS AND IMMUNITIES.................................53
    12.1.1  Duties; Responsibilities........................................53
    12.1.2  Recitals, Statements, Presentations, Warranties.................53
    12.1.3  Litigation; Collection Proceedings..............................53
    12.1.4  Actions or Omissions............................................53
   12.2  RELIANCE BY AGENT..................................................53
   12.3  DEFAULTS...........................................................54
   12.4  RIGHTS AS A LENDER.................................................54
   12.5  INDEMNIFICATION....................................................54
   12.6  NON-RELIANCE ON AGENT AND OTHER LENDERS............................55
   12.7  FAILURE TO ACT.....................................................55
   12.8  RESIGNATION OR REMOVAL OF AGENT....................................55
   12.9  CONSENTS UNDER OTHER LOAN DOCUMENTS................................56
   12.10  ASSIGNMENTS AND PARTICIPATIONS....................................56
    12.10.1  Borrowers......................................................56
    12.10.2  Lenders........................................................56
    12.10.3  Participants...................................................57
    12.10.4  Additional Permitted Assignments and Participations............57
    12.10.5  Information....................................................57
    12.10.6  No Assignment to Borrowers or Affiliates.......................57

SECTION 13.  MISCELLANEOUS..................................................57

   13.1  POWER OF ATTORNEY..................................................58
   13.2  INDEMNITY..........................................................58
   13.3  MODIFICATION OF AGREEMENT..........................................59
   13.4  SEVERABILITY.......................................................60
   13.5  SUCCESSORS AND ASSIGNS.............................................60
   13.6  CUMULATIVE EFFECT; CONFLICT OF TERMS...............................60
   13.7  EXECUTION IN COUNTERPARTS..........................................60
   13.8  NOTICE.............................................................60
   13.9  CREDIT INQUIRIES...................................................61
   13.10  TIME OF ESSENCE...................................................61
   13.11.  JOINT AND SEVERAL LIABILITY......................................61
   13.12  SURETYSHIP WAIVERS AND CONSENTS...................................62
   13.13  CONTRIBUTION AGREEMENT............................................65
   13.14  ENTIRE AGREEMENT..................................................65
   13.15  INTERPRETATION....................................................65
   13.16  GOVERNING LAW; CONSENT TO FORUM...................................65
   13.17  WAIVERS BY BORROWERS..............................................66
   13.18  WAIVER............................................................67

13.19  PREJUDGMENT REMEDIES.................................................67

13.20  Original Loan Agreement..............................................67

13.21  USA PATRIOT Act......................................................68


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                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made this 30th
day of April, 2004, by and among UNITED NATURAL FOODS, INC., a Delaware
corporation with its chief executive office and principal place of business
located at 260 Lake Road, Dayville, Connecticut 06241 ("UNF"), MOUNTAIN PEOPLE'S
WAREHOUSE INCORPORATED, a California corporation with its chief executive office
and principal place of business located at 12745 Earhart Avenue, Auburn,
California 95602 ("MPW"), NUTRASOURCE, INC., a Washington corporation with its
chief executive office and principal place of business located at 12745 Earhart
Avenue, Auburn, California 95602 ("NutraSource"), RAINBOW NATURAL FOODS, INC., a
Colorado corporation with its chief executive office and principal place of
business located at 12745 Earhart Avenue, Auburn, California 95602 ("Rainbow"),
STOW MILLS, INC., a Vermont corporation with its chief executive office and
principal place of business located at 71 Stowe Drive, Chesterfield, New
Hampshire 03443 ("SMI"), UNITED NATURAL FOODS PENNSYLVANIA, INC., a Pennsylvania
corporation with its chief executive office and principal place of business
located at 71 Stowe Drive, Chesterfield, New Hampshire 03443 ("UNFPA"), UNITED
NORTHEAST LLC, a Delaware limited liability company with its chief executive
office and principal place of business at 260 Lake Road, Dayville, Connecticut
06241 ("UNLLC"), and UNITED NATURAL TRADING CO., a Delaware corporation with its
chief executive office and principal place of business at 96 Executive Drive,
Edison, New Jersey 08817 ("UNT", and together with UNF, MPW, NutraSource,
Rainbow, SMI, UNFPA and UNLLC, each, individually a "Borrower" and collectively
the "Borrowers"); each of the Lenders identified under the caption "Lenders" on
the signature pages hereto or that may hereafter become a "Lender" pursuant to
Section 12.10 hereof (together with its successors and assigns, individually, a
"Lender" and, collectively, the "Lenders"); FLEET CAPITAL CORPORATION, a Rhode
Island corporation with a place of business located at 200 Glastonbury
Boulevard, Glastonbury, Connecticut 06033, as the exclusive administrative and
collateral agent for the Lenders (in such capacity, together with any successors
in such capacity, the "Administrative Agent" or "Agent"); Citizens Bank of
Massachusetts, with a place of business at 53 State Street, Boston,
Massachusetts 02109, as the syndication agent (in such capacity, together with
any successors in such capacity, the "Syndication Agent"); U.S. Bank National
Association, with a place of business at 950 17th Street, Suite 350, Denver,
Colorado 80202 as the documentation agent (in such capacity, together with any
successors in such capacity, the "Documentation Agent"), and FLEET CAPITAL
CORPORATION, with a place of business at 200 Glastonbury Boulevard, Glastonbury,
Connecticut 06033, as the exclusive syndication arranger for the Lenders (in
such capacity, together with any successors in such capacity, the "Arranger").
Capitalized terms used in this Agreement have the meanings assigned to them in
Appendix A, General Definitions. Accounting terms not otherwise specifically
defined herein shall be construed in accordance with GAAP consistently applied.

      WHEREAS, the Borrowers have requested that the Lenders agree to amend and
restate the Original Loan Agreement with this Agreement and pursuant hereto to
extend credit to the Borrowers in an aggregate principal or stated amount of up
to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000); and


                                       1
<PAGE>

      WHEREAS, to induce the Lenders to extend such credit, the Borrowers, the
Lenders, the Agent and the other parties hereto propose to enter into this
Agreement to, as provided herein, amend, restate and replace the Original Loan
Agreement and pursuant to which the Lenders will make loans and otherwise extend
credit to the Borrowers.

      NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. CREDIT FACILITY

      Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, each Lender severally agrees to make its respective Pro Rata share of
a Total Credit Facility of up to TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) available upon Borrowers' request therefor, as follows:

      1.1 Revolving Credit Loans.

            1.1.1 Loans and Reserves. Each Lender severally agrees, for so long
as no Default or Event of Default exists and subject to the terms of this
Agreement, to make Revolving Credit Loans to Borrowers from time to time, as
requested by Borrowers in the manner set forth in subsection 3.1.1 hereof, up to
a maximum principal amount at any time outstanding equal to such Lender's
Revolving Credit Commitment; provided, however, that Lenders shall have no
obligations to Borrowers whatsoever to make any Revolving Credit Loan if at the
time of the proposed funding thereof the aggregate principal amount of all of
the Revolving Credit Loans plus pending and requested Revolving Credit Loans
exceeds or would exceed, after giving effect to such request, the Borrowing Base
at such time minus the LC Amount and reserves, if any. Agent shall have the
right to establish reserves in such amounts, and with respect to such matters,
as Agent shall deem reasonably necessary or appropriate, against the amount of
Revolving Credit Loans which Borrowers may otherwise request under this
subsection 1.1.1, including, without limitation, with respect to (i) price
adjustments, damages, unearned discounts, returned products or other matters for
which credit memoranda are issued in the ordinary course of Borrowers' business;
(ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving
Inventory; (iv) other sums chargeable against Borrowers' Loan Account as
Revolving Credit Loans under any section of this Agreement; (v) amounts owing by
Borrowers to any Person to the extent secured by a Lien on, or trust over, any
Property of Borrowers including, without limitation pursuant to the Perishable
Agricultural Commodities Act (7 USC ss. 499 et seq.) and the Packers and
Stockyards Act (7 USC ss. 196 et seq.); and (vi) such other matters, events,
conditions or contingencies as to which Agent , in its reasonable credit
judgment, determine reserves should be established from time to time hereunder.
The Revolving Credit Loans shall be further evidenced by Revolving Credit Notes
issued to each Lender in the amount of their respective Commitments and shall be
secured by all of the Collateral.


                                       2
<PAGE>

            1.1.2 Borrowings. Borrowers shall give the Agent notice of each
borrowing hereunder, and the Agent shall promptly give each Lender notice
thereof, each as provided in Section 3.1 hereof.

            1.1.3 Use of Proceeds. The Revolving Credit Loans shall be used
solely for Borrowers' general operating capital needs, and for other general
corporate purposes including the repurchase of common stock of UNF, in a manner
consistent with the provisions of this Agreement and all applicable laws.

      1.2 Letters of Credit; LC Guaranties. FCC agrees, for so long as no
Default or Event of Default exists, subject to the terms of this Agreement and
if requested by Borrowers, to (i) issue, or cause to be issued by its
Affiliates, Letters of Credit for the account of Borrowers or (ii) execute LC
Guaranties by which its Affiliates shall guaranty the payment or performance by
Borrowers of its reimbursement obligations with respect to Letters of Credit and
letters of credit issued for Borrowers' account by other Persons in support of
Borrowers' obligations (other than obligations for the repayment of Money
Borrowed), provided that the LC Amount at any time shall not exceed TWENTY
MILLION DOLLARS ($20,000,000). No Standby Letter of Credit may have an
expiration date that is later than the earlier of (i) 365 days after its date of
issuance or (ii) the Maturity Date and no Commercial Letter of Credit may have
an expiration date that is later than the earlier of (i) 180 days after its date
of issuance or (ii) the Maturity Date. Any amounts paid by FCC under any LC
Guaranty or in connection with any Letter of Credit shall be treated as
Revolving Credit Loans or SwingLine Loans, as the case may be, shall be secured
by all of the Collateral and shall bear interest and be payable at the same rate
and in the same manner as Revolving Credit Loans or SwingLine Loans, as the case
may be. Borrowers jointly and severally agree to reimburse FCC for drawings
under any Letter of Credit or LC Guaranty and the amounts of all other
liabilities and obligations payable in connection therewith on the same Business
Day as any such drawing occurs or payments are made by the issuer thereof and/or
FCC, irrespective of any claim, set off, defense or other right any or all the
Borrowers may have or assert against the issuer thereof, FCC, any Lender or any
other Person. The obligation of Borrowers to reimburse FCC for any payment made
by FCC under any Letter of Credit or LC Guaranty shall be absolute,
unconditional, irrevocable and joint and several and shall be paid without
regard to any lack of validity or enforceability of any Letter of Credit or LC
Guaranty.

      1.3 LC Amount Participations.

            1.3.1 Purchase of Participations. Immediately upon the issuance any
Letter of Credit or LC Guaranty, each Lender (other than FCC) shall be deemed to
have irrevocably and unconditionally purchased and received from FCC, without
recourse or warranty, an undivided interest and participation equal to the Pro
Rata share of such Lender (a "Participating Lender") in the LC Amount arising in
connection with such Letter of Credit or LC Guaranty and any security therefor
or guaranty pertaining thereto, but in no event greater than an amount which,
when added to such Lender's Pro Rata share of all Revolving Credit Loans and LC
Amount then outstanding, equals such Participating Lender's Revolving Credit
Commitment.


                                       3
<PAGE>

            1.3.2 Reimbursement by Participating Lenders. If FCC makes any
payment under an LC Guaranty or Letter of Credit and Borrowers do not reimburse
or cause to be reimbursed the amount of such payment, FCC shall promptly notify
Agent, which shall promptly notify each Participating Lender, of such payment
and each Participating Lender shall promptly and unconditionally pay to Agent
(which payment shall constitute a Revolving Credit Loan), for the account of
FCC, in Dollars in immediately available funds, the amount of such Participating
Lender's Pro Rata share of such payment, and Agent shall promptly pay such
amounts to FCC. If a Participating Lender does not make its Pro Rata share of
the amount of such payment available to Agent, such Lender agrees to pay to
Agent for the account of FCC, forthwith on demand, such amount together with
interest thereon for each day during such period at the Federal Funds Rate (as
published by the Federal Reserve Bank of New York). The failure of any
Participating Lender to make available to Agent for the account of FCC such
Participating Lender's Pro Rata share of such payments shall not relieve any
other Participating Lender of its obligation hereunder to make available to
Agent its Pro Rata share of such payments, but no Participating Lender shall be
responsible for the failure of any other Participating Lender to make available
to Agent its Pro Rata share of such payments on the date such payment is to be
made.

            1.3.3 Payments to Participating Lenders. Whenever FCC receives a
payment on account of the LC Amount, including any interest thereon, as to which
Agent has previously received payments from any Participating Lender for the
account of FCC, FCC shall promptly pay to each Participating Lender which has
made such payments, in immediately available funds, an amount equal to such
Participating Lender's Pro Rata share thereof.

            1.3.4 Payment of Obligations. The obligation of each Participating
Lender to make payments to Agent for the account of FCC in connection with FCC's
payment under a Letter of Credit or LC Guaranty shall be absolute, unconditional
and irrevocable, not subject to any counterclaim, setoff, qualification or
exception whatsoever (other than for FCC's gross negligence or willful
misconduct), and shall be made in accordance with the terms and conditions of
this Agreement under all circumstances and irrespective of whether or not any or
all Borrowers may assert or have any claim for any lack of validity or
unenforceability of this Agreement or any of the other Loan Documents; the
existence of any Default or Event of Default; any draft, certificate or other
document presented under a Letter of Credit having been determined to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or the existence of any setoff or
defense any Borrower may have with respect to any of the Obligations.

            1.3.5 FCC Actions. Neither FCC, its Affiliates nor any of their
respective officers, directors, employees or agents shall be liable to any
Participating Lenders for any action taken or omitted to be taken under or in
connection with any Letter of Credit unless it is determined by a final and
nonappealable judgment or court order binding thereon, that such action or
omission constituted actual gross negligence or willful misconduct. FCC does not
assume any responsibility for any failure or delay in performance or breach by
any or all Borrowers or any other Person of any of its obligations under any
Letter of Credit. FCC does not make to Participating Lenders any express or
implied warranty, representation or guaranty with respect to the Collateral, any
Letter of Credit or any Borrower. FCC shall not be responsible to any
Participating Lender for any recitals, statements, information, representations
or warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of or any of the documents relating to any


                                       4
<PAGE>

Letter of Credit; the validity, genuineness, enforceability, collectibility,
value or sufficiency of any of the Collateral or the perfection of any Lien
therein; or the assets, liabilities, financial condition, results of operations,
business, creditworthiness or legal status of any Borrower. In connection with
its administration of and enforcement of rights or remedies under any of the
documents relating to any Letter of Credit, FCC shall be entitled to act, and
shall be fully protected in acting upon, any certification, notice or other
communication in whatever form believed by FCC, in good faith, to be genuine and
correct and to have been signed or sent or made by a proper Person. FCC may
consult with and employ legal counsel, accountants and other experts to advise
it concerning its rights, powers and privileges under the documents relating to
any Letter of Credit and shall be entitled to act upon, and shall be fully
protected in any action taken in good faith reliance upon, any advice given by
such experts. FCC may employ agents and attorneys-in-fact in connection with any
matter relating to the documents or relating to any Letter of Credit and shall
not be liable for the negligence, default or misconduct of any such agents or
attorneys-in-fact selected by FCC with reasonable care. FCC shall not have any
liability to any Participating Lender by reason of FCC's refraining to take any
action under any of the LC Documents without having first received written
instructions from the Required Lenders to take such action.

SECTION 2. INTEREST, FEES AND CHARGES

      2.1 Interest.

            2.1.1 Rates of Interest. Interest shall accrue on the Revolving
Credit Loans in accordance with the terms of the Revolving Credit Notes and this
Agreement. Interest shall accrue on the principal amount of the Base Rate
Advances outstanding at the end of each day at a fluctuating rate per annum
equal to the Base Rate plus the Applicable Base Rate Margin. Interest shall
accrue on the principal amount of each of the LIBOR Advances outstanding at the
end of each day at a fixed rate per annum equal to LIBOR for the applicable
Interest Period plus the Applicable LIBOR Margin. The rate of interest
applicable to Base Rate Advances shall increase or decrease by an amount equal
to any increase or decrease in the Base Rate, effective as of the opening of
business on the day that any such change in the Base Rate occurs. Interest shall
be payable as provided in Section 3.2.2.

            2.1.2 Default Rate of Interest. Upon and after the occurrence of an
Event of Default, and during the continuation thereof, the principal amount of
all Loans shall bear interest at a rate per annum equal to one and one half
percent (1.5%) above the interest rate otherwise applicable thereto (the
"Default Rate").

            2.1.3 Maximum Interest. In no event whatsoever shall the aggregate
of all amounts deemed interest under the Notes or this Agreement and charged or
collected pursuant to the terms of this Agreement exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. If any provisions of this Agreement
or the Notes, are in contravention of any such law, such provisions shall be
deemed amended to conform thereto.

      2.2 Computation of Interest and Fees. Interest, Letter of Credit fees, LC
Guaranty fees and unused line fees hereunder shall be calculated daily and shall
be computed on the actual number of days elapsed over a year of 360 days. For


                                       5
<PAGE>

the purpose of computing interest hereunder, all items of payment received by
Agent for the account of each Lender shall be deemed applied by Agent for the
account of each Lender on account of the Obligations (subject to final payment
of such items) on the first (1st) Business Day after receipt by Agent for the
account of each Lender of such items.

      2.3 Letter of Credit and LC Guaranty Fees. Borrowers shall pay to Agent
for the Pro Rata account of each Lender for (a) all standby Letters of Credit
and LC Guaranties of Standby Letters of Credit, a fee at a per annum rate equal
to one percent (1.0%) of the aggregate face amount of such Letters of Credit and
LC Guaranties outstanding from time to time during the term of this Agreement,
and (b) all Commercial Letters of Credit and LC Guaranties of Commercial Letters
of Credit, an amount equal to one percent (1%) of the face amount of such
Letters of Credit and LC Guaranties plus for the account of the Letter of Credit
issuer only all normal and customary charges associated with the issuance
thereof, which fees and charges shall be deemed fully earned upon issuance of
each such Letter of Credit or LC Guaranty, shall be due and payable, for Standby
Letter of Credit and LC Guaranties therefor, monthly in arrears and, for
Commercial Letters of Credit and LC Guaranties therefor, when advised upon
issuance and amendment thereof, and shall not be subject to rebate or proratio
upon the termination of this Agreement for any reason.

      2.4 Unused Line Fee. Borrowers shall pay to Agent for the Pro Rata account
of each Lender a fee equal to one eighth of one percent (.125%) of the average
daily amount by which the Total Credit Facility exceeds the sum of the
outstanding principal balance of the Revolving Credit Loans plus the LC Amount.
The unused line fee shall be payable quarterly in arrears on the first day of
each October, January, April, and July hereafter.

      2.5 Closing Fee. Borrowers shall pay to Agent for the Pro Rata account of
each Lender a closing fee equal to one hundred seventy five thousandths of one
percent (.175%) of the Total Credit Facility, which closing fee shall be deemed
to be fully earned and payable upon the making of the initial Revolving Credit
Loans hereunder.

      2.6 Audit and Appraisal Fees. Borrowers shall pay to Agent for the account
of Agent all reasonable audit and appraisal fees and expenses incurred by Agent
with respect to third parties retained by Agent to conduct audits and appraisals
or, if such audits and appraisals are conducted by the Agent's personnel, in
accordance with Agent's current schedule of reasonable fees in effect from time
to time in connection with audits and appraisals of Borrowers' books and records
and such other matters as Agent shall deem appropriate, plus all out-of-pocket
expenses incurred by Agent in connection with such audits and appraisals. Audit
fees shall be payable on the first day of the month following the date of
issuance by Agent of a request for payment thereof to Borrowers. On the Closing
Date, the Agent reasonably anticipates that audits will be conducted one time
per year but the Agent retains the right, in its discretion, to increase the
frequency of audits as it may determine to be necessary or appropriate and to be
reimbursed therefore, subject to the provisions of subsection 9.1.1.


                                       6
<PAGE>

      2.7 Reimbursement of Expenses. If, at any time or times, regardless of
whether or not an Event of Default then exists, Agent incurs legal or accounting
expenses or any other costs or out-of-pocket expenses in connection with (i) the
negotiation and preparation of this Agreement or any of the other Loan
Documents, any amendment of or modification of this Agreement or any of the
other Loan Documents, or any sale or attempted sale of any interest herein to
any Lender; (ii) the administration of this Agreement or any of the other Loan
Documents and the transactions contemplated hereby and thereby; (iii) any
litigation, contest, dispute, suit, proceeding or action (whether instituted by
Agent, any Lender, Borrowers or any other Person) in any way relating to the
Collateral, this Agreement or any of the other Loan Documents or Borrowers'
affairs; (iv) any attempt to enforce any rights of any Agent or Lender against
Borrowers or any other Person which may be obligated to Agent or such Lender by
virtue of this Agreement or any of the other Loan Documents, including, without
limitation, the Account Debtors; or (v) any attempt to inspect, verify, protect,
preserve, restore, collect, sell, liquidate or otherwise dispose of or realize
upon the Collateral; then all such reasonable legal and reasonable accounting
expenses, other costs and out of pocket expenses of such Agent shall be charged
to Borrowers. After the occurrence and during the continuance of an Event of
Default, if any of the costs and expenses described in the preceding sentence
are incurred by any Lender, all such costs and expenses shall be charged to
Borrowers. All amounts chargeable to Borrowers under this Section 2.7 shall be
Obligations secured by all of the Collateral, shall be payable on demand to
Agent or each such Lender, as the case may be, and shall bear interest from the
date such demand is made until paid in full at the rate applicable to Base Rate
Advances from time to time. Borrowers shall also reimburse Agent for expenses
incurred by Agent in its administration of the Collateral to the extent and in
the manner provided in Section 7 hereof. Notwithstanding the foregoing, the
Borrower will not be required to reimburse the Agent or any Lender for costs and
expenses (including, without limitation, legal fees and expenses) incurred in
connection with any dispute that arises solely between the Agent and any Lender
or among the Lenders, provided that this provision shall not limit in any way
Borrowers' obligations under Section 13.2 hereof.

      2.8 Bank Charges. Borrowers shall pay to Agent or any Lender, on demand,
any and all fees, costs or expenses which Agent or such Lender pays to a bank or
other similar institution (including, without limitation, any fees paid by Agent
to any Lender) arising out of or in connection with (i) the forwarding to
Borrowers or any other Person on behalf of Borrowers, by Agent, of Loans made by
Lenders pursuant to this Agreement and the forwarding by Agent to Lenders of
payments on Loans pursuant to this Agreement and (ii) the depositing for
collection, by Agent, of any check or item of payment received or delivered to
Agent on account of the Obligations.

      2.9 Agent and Arranger Fee Letter. Borrowers shall pay to the Agent and
the Arranger the fees payable thereto pursuant to the fee letters with Agent and
Arranger.

SECTION 3. LOAN ADMINISTRATION

      3.1 Manner of Borrowing Revolving Credit Loans. Borrowings under the
credit facility established pursuant to Section 1 hereof shall be as follows:

            3.1.1 Loan Requests. Subject to Section 3.1.6, a request for a
Revolving Credit Loan shall be made, or shall be deemed to be made, in the
following manner: (i) Borrowers may give Agent notice of their intention to
borrow, in which notice Borrowers shall specify the amount of the proposed


                                       7
<PAGE>

borrowing and the proposed borrowing date, no later than 1:00 p.m. (Eastern
Time) on the Business Day prior to the proposed borrowing date and Agent will
promptly advise Lenders of such notice, provided, however, that no such request
may be made at a time when there exists a Default or an Event of Default; and
(ii) the becoming due of any amount required to be paid under this Agreement,
whether as interest or for any other Obligation, shall be deemed irrevocably to
be a request for a Revolving Credit Loan on the due date in the amount required
to pay such interest or other Obligation. As an accommodation to Borrowers,
Agent may permit telephonic or electronic requests for loans and electronic
transmittal of instructions, authorizations, agreements or reports to Agent by
Borrowers. Unless Borrowers specifically direct Agent in writing not to accept
or act upon telephonic or electronic communications from Borrowers, neither
Agent nor any Lender shall have any liability to Borrowers for any loss or
damage suffered by Borrowers as a result of Agent's or any Lender's honoring of
any requests, execution of any instructions, authorizations or agreements or
reliance on any reports communicated to it telephonically or electronically and
purporting to have been sent to Agent or Lenders by Borrowers unless it is
determined by a final and nonappealable judgment or court order binding on the
Agent and such Lender that such loss or damage was solely the result of the
gross negligence or willful misconduct of Agent or such Lender. Neither Agent
nor any Lender shall have any duty to verify the origin of any such
communication or the authority of the person sending it.

            3.1.2 Fundings by Lenders. Subject to its receipt of notice from
Agent of a borrowing notice as provided in Sections 3.1.1 or 3.1.6 (except in
the case of a deemed request by Borrowers for a Revolving Credit Loan as
provided in Sections 3.1.1(ii) or 3.1.3(ii) hereof, in which event no borrowing
notice need be submitted), each Lender shall timely honor its Commitment by
funding its Pro Rata share of each borrowing of Revolving Credit Loans that is
properly requested by a Borrower and that such Borrower is entitled to receive
under this Agreement. Agent shall notify Lenders of each borrowing notice by
3:00 p.m. (Eastern Time) on the Business Day prior to the proposed funding date
(in the case of Base Rate Advances) or by 3:00 p.m. (Eastern Time) at least
three (3) Business Days before the proposed funding date (in the case of LIBOR
Advances). Each Lender shall deposit with Agent an amount equal to its Pro Rata
share of the Revolving Credit Loan requested by such Borrower at Agent's
designated account in immediately available funds not later than 1:00 p.m.
(Eastern Time) on the date of the funding of such Revolving Credit Loan, unless,
with respect to a Base Rate Advance, Agent's notice to Lenders is received after
3:00 p.m. (Eastern Time) on the proposed funding date, in which event Lenders
shall deposit with Agent their respective Pro Rata shares of the requested Loan
on or before 1:00 p.m. (Eastern Time) on the Business Day following the date of
the funding of such Revolving Credit Loan. Subject to its receipt of such
amounts from Lenders, Agent shall, provided it has not received notice from a
Lender that one or more of the applicable conditions set forth in Section 10 is
not satisfied, make the proceeds of the Revolving Credit Loans received by it
available to Borrowers by disbursing such proceeds as provided in Section 3.1.4
hereof. Unless Agent shall have been notified in writing by a Lender prior to
the proposed time of funding that such Lender does not intend to deposit with
Agent an amount equal such Lender's Pro Rata share of the requested Revolving
Credit Loan, Agent may assume that such Lender has deposited or promptly will
deposit its share with Agent and Agent may in its discretion disburse a
corresponding amount to such Borrower on the applicable funding date. If a


                                       8
<PAGE>

Lender's Pro Rata share of such Revolving Credit Loan is not in fact deposited
with Agent, then, if Agent has disbursed to such Borrower an amount
corresponding to such share, then such Lender agrees to pay, and in addition
Borrowers jointly and severally agree to repay, to Agent forthwith on demand
such corresponding amount, together with interest thereon, for each day from the
date such amount is disbursed by Agent to or for the benefit of Borrowers until
the date such amount is paid or repaid to Agent, (a) in the case of Borrowers,
at the interest rate applicable to such Loan and (b) in the case of such Lender,
at the Federal Funds Rate (as published by the Federal Reserve Bank of New
York). If such Lender repays to Agent such corresponding amount, such amount so
repaid shall constitute a Revolving Credit Loan, and if both such Lender and
Borrowers shall have repaid such corresponding amount, Agent shall promptly
return to Borrowers such corresponding amount. Notwithstanding the foregoing, if
a funding date of a Revolving Credit Loan is a legal holiday under the laws of
the state where a Lender has its principal lending office or a day on which
banking institutions located in such state are closed, such Lender shall fund
its Pro Rata share of the requested Revolving Credit Loan on the next Business
Day thereafter.

            3.1.3 Settlement and SwingLine Loans.

                        (i) In order to facilitate the administration of the
                  Revolving Credit Loans under this Agreement, Lenders agree
                  (such agreement shall not be for the benefit of or enforceable
                  by any Borrower) that settlement among them with respect to
                  the Revolving Credit Loans may take place on a periodic basis
                  on dates determined from time to time by Agent (each a
                  "Settlement Date"), which may occur before or after the
                  occurrence or during the continuance of a Default or Event of
                  Default and whether or not all of the conditions set forth in
                  Section 10 of this Agreement have been met, provided that
                  Agent has not received notice from a Lender that one or more
                  of the conditions set forth in Section 10 is not satisfied. On
                  each Settlement Date, payment shall be made by or to each
                  Lender in the manner provided herein and in accordance with
                  the settlement report delivered by Agent to Lenders with
                  respect to such Settlement Date so that, as of each Settlement
                  Date and after giving effect to the transaction to take place
                  on such Settlement Date, each Lender shall hold its Pro Rata
                  share of all Revolving Credit Loans and participations in the
                  LC Amount then outstanding. Unless a Default or an Event of
                  Default exists or has occurred and is continuing, Agent shall
                  request settlement with the Lenders on a basis not more
                  frequently than once every five (5) Business Days and not less
                  frequently than once every ten (10) Business Days.

                        (ii) Between Settlement Dates, Agent may request FCC to
                  advance, and FCC may, but shall in no event be obligated to,
                  advance to Borrowers out of FCC's own funds the entire
                  principal amount of any Revolving Credit Loans that are Base
                  Rate Advances requested or deemed requested pursuant to this
                  Agreement (any such Revolving Credit Loan funded exclusively
                  by FCC being referred to as a "SwingLine Loan") provided that
                  the aggregate principal amount of SwingLine Loans outstanding


                                       9
<PAGE>

                  at any time shall not exceed SEVENTEEN Million five hundred
                  thousand Dollars ($17,500,000.00) (the "SwingLine Loan
                  Ceiling"). Each SwingLine Loan shall constitute a Revolving
                  Credit Loan hereunder and shall be subject to all of the
                  terms, conditions and security applicable to other Revolving
                  Credit Loans, except that all SwingLine Loans shall be made as
                  Base Rate Advances only and all payments thereon shall be
                  payable to FCC solely for its own account. The obligation of
                  Borrowers to repay such SwingLine Loans to FCC shall be
                  evidenced by the records of FCC and the SwingLine Note. Agent
                  shall not request FCC to make any SwingLine Loan if (A) Agent
                  shall have received written notice from any Lender that one or
                  more of the applicable conditions precedent set forth in
                  Section 10 hereof will not be satisfied on the requested
                  funding date for the applicable Loan or (B) Agent has
                  knowledge that the requested Revolving Credit Loans would
                  exceed the amount of Availability on the funding date. Except
                  as it may be notified by the Agent and the actual knowledge of
                  its officers that are directly responsible for the management
                  of the Loans with Borrowers, FCC shall not otherwise be
                  required to determine whether the applicable conditions
                  precedent set forth in Section 10 hereof have been satisfied
                  or the requested Revolving Credit Loan would exceed the amount
                  of Availability on the funding date applicable thereto prior
                  to making, in its sole discretion, any SwingLine Loan. On each
                  Settlement Date, or, if earlier, upon demand by Agent or FCC
                  for payment thereof, the then outstanding SwingLine Loans
                  shall be immediately due and payable. Borrowers shall be
                  deemed to have requested Revolving Credit Loans to be made on
                  each Settlement Date in the amount of all outstanding
                  SwingLine Loans and the proceeds of such Revolving Credit
                  Loans shall be applied to the repayment of such SwingLine
                  Loans. Agent shall notify the Lenders of the outstanding
                  balance of Swingline Loans prior to 1:00 p.m. (Eastern Time)
                  on each Settlement Date and each Lender shall deposit with
                  Agent an amount equal to its Pro Rata share of the amount of
                  Revolving Credit Loans deemed requested in immediately
                  available funds not later than 4:00 p.m. (Eastern Time) on
                  such Settlement Date, and without regard to whether any
                  Default or Event of Default exists or any of the conditions in
                  Section 10 are not satisfied. If any SwingLine Loan is not
                  repaid on the due date thereof, then on the second Business
                  Day after FCC's request each Lender (other than FCC) shall
                  purchase a participating interest in such SwingLine Loan in an
                  amount equal to its Pro Rata share of such SwingLine Loan by
                  transferring to FCC, in immediately available funds, the
                  amount of such participation, without duplication for any
                  payment previously made. The proceeds of SwingLine Loans may
                  be used solely for purposes for which Revolving Credit Loans
                  generally may be used in accordance with Section 1.1.3 hereof.
                  If any amounts received by FCC in respect of any SwingLine
                  Loans are later required to be returned or repaid by FCC to
                  any or all Borrowers or any other Guarantor or their
                  respective representatives or successors-in-interest, whether


                                       10
<PAGE>

                  by court order, settlement or otherwise, the other Lenders
                  shall, upon demand by FCC with notice to Agent, pay to Agent
                  for the account of FCC and Agent shall, upon receipt thereof,
                  pay to FCC, an amount equal to each other Lender's Pro Rata
                  share of all such amounts required to be returned by FCC.

            3.1.4 Disbursement. Borrowers hereby irrevocably authorize Agent to
disburse the proceeds of each Revolving Credit Loan requested, or deemed to be
requested, pursuant to subsections 1.3.2, 3.1.1 and 3.1.6 as follows: (i) the
proceeds of each Revolving Credit Loan requested under subsection 3.1.1(i) shall
be disbursed by Agent in lawful money of the United States of America in
immediately available funds, in the case of the initial borrowing, in accordance
with the terms of the written disbursement letter from Borrowers, and in the
case of each subsequent borrowing, by wire transfer to such bank account as may
be agreed upon by Borrowers and Agent from time to time or elsewhere if pursuant
to a written direction from Borrowers; and (ii) the proceeds of each Revolving
Credit Loan requested under subsections 1.3.2, 3.1.1(ii) or 3.1.6 shall be
disbursed by Agent by way of direct payment of the relevant interest or other
Obligation.

            3.1.5 Authorization. Borrowers hereby irrevocably authorize Agent,
in Agent's sole discretion, to advance to Borrowers, and to charge to Borrowers'
Loan Account hereunder as a Base Rate Advance, a sum sufficient to pay all
interest accrued on the Obligations during the immediately preceding month and
to pay all costs, fees and expenses at any time owed by Borrowers to Agent or
any Lender hereunder.

            3.1.6 LIBOR Advances. Notwithstanding the provisions of subsection
3.1.1, in the event Borrowers desire to obtain a LIBOR Advance, Borrowers shall
give Agent prior, written, irrevocable notice no later than 11:00 A.M. Eastern
Time on the third (3rd) Business Day prior to the requested borrowing date
specifying (i) Borrowers' election to obtain a LIBOR Advance, (ii) the date of
the proposed borrowing (which shall be a Business Day) and (iii) the requested
Interest Period and amount to be borrowed, which amount shall be in a minimum
principal amount of $500,000 and may increase in integral multiples of $500,000.
In no event shall Borrowers be permitted to have outstanding at any one time
LIBOR Advances with more than twelve (12) different Interest Periods.

            3.1.7 Conversion of Base Rate Advances. Provided that no Default or
Event of Default has occurred which is then continuing, Borrowers may, on any
Business Day, convert any Base Rate Advance into a LIBOR Advance. If Borrowers
desire to convert a Base Rate Advance, Borrowers shall give Agent not less than
three (3) Business Days' prior written notice (prior to 11:00 A.M. Eastern Time
on such Business Day), specifying the date of such conversion, the requested
Interest Period and the amount to be converted. Each conversion into a LIBOR
Advance shall be in a minimum principal amount of $500,000 and may increase in
integral multiples of $500,000 in excess thereof. After giving effect to any
conversion of Base Rate Advances to LIBOR Advances, Borrowers shall not be
permitted to have outstanding at any one time LIBOR Advances with more than
twelve (12) different Interest Periods.


                                       11
<PAGE>

            3.1.8 Continuation of LIBOR Advances. Borrowers shall have the right
on three (3) Business Days' prior irrevocable written notice given to Agent by
Borrowers (prior to 11:00 A.M. Eastern Time on such Business Day), subject to
the provisions hereof, to continue any LIBOR Advance into a subsequent Interest
Period of the same or a different permitted duration, in each case subject to
the satisfaction of the following conditions:

                        (i) in the case of a continuation of less than all LIBOR
                  Advances, the LIBOR Advances continued shall each be in a
                  minimum principal amount of $500,000 and may increase in
                  integral multiples of $500,000; and

                        (ii) no LIBOR Advance (or portion thereof) may be
                  continued as a LIBOR Advance if a Default or an Event of
                  Default has occurred which is then continuing or if, after
                  giving effect to such continuation, Borrowers shall have
                  outstanding at any one time LIBOR Advances with more than
                  twelve (12) different Interest Periods.

      If Borrowers shall fail to give timely notice of its election to continue
any LIBOR Advance or portion thereof as provided above, or if such continuation
shall not be permitted, such LIBOR Advance or portion thereof, unless such LIBOR
Advance shall be repaid, shall automatically be converted into a Base Rate
Advance at the end of the Interest Period then in effect with respect to such
LIBOR Advance.

            3.1.9 Inability to Make LIBOR Advances. Notwithstanding any other
provision hereof, if any applicable law, treaty, regulation or directive, or any
change therein or in the interpretation or application thereof, shall make it
unlawful for any Lender (for purposes of this subsection 3.1.9, the term
"Lender" shall include the office or branch where any Lender or any corporation
or bank then controlling any Lender makes or maintains any LIBOR Advances) to
make or maintain its LIBOR Advances, or if with respect to any Interest Period,
Agent is unable to determine the LIBOR relating thereto, or adverse or unusual
conditions in, or changes in applicable law relating to, the London interbank
market make it, in the reasonable judgment of such Lender, impracticable to fund
therein any of the LIBOR Advances, or make the projected LIBOR unreflective of
the actual costs of funds therefor to such Lender, the obligation of such Lender
to make LIBOR Advances hereunder shall forthwith be suspended during the
pendency of such circumstances and Borrowers shall, if any affected LIBOR
Advances are then outstanding, promptly upon request from such Lender, convert
such affected LIBOR Advances into Base Rate Advances.

      3.2 Payments. The Obligations shall be payable as follows (in the event
that the following provisions conflict with any Notes or other instruments
issued to evidence the Obligations, the following provisions shall govern and
control):

            3.2.1 Principal. Principal payable on account of Revolving Credit
Loans shall be payable by Borrowers to the Agent for the account of each Lender
immediately upon the earliest of (i) the receipt by the Agent or any Lender or
Borrower of any proceeds of any of the Collateral, to the extent of said
proceeds, (ii) the occurrence of an Event of Default which results in the


                                       12
<PAGE>

acceleration of the maturity and payment of the Obligations, or (iii)
termination of this Agreement pursuant to Section 5 hereof; provided, however,
that if an Overadvance shall exist at any time, Borrowers shall, on demand by
Agent, repay the Overadvance. Each payment (including principal prepayment) by
Borrowers on account of principal of the Revolving Credit Loans shall be applied
first to Base Rate Advances, then to LIBOR Advances.

            3.2.2 Interest. Interest accrued on the Loans shall be due on the
earliest of (i) the first calendar day of each month (for the immediately
preceding month), computed through the last calendar day of the preceding month,
(ii) the occurrence of an Event of Default which results in the acceleration of
the maturity and payment of the Obligations or (iii) termination of this
Agreement pursuant to Section 5 hereof.

            3.2.3 Costs, Fees and Charges. Costs, fees and charges payable
pursuant to this Agreement shall be payable by Borrowers as and when provided in
Section 2 hereof or upon demand, to the Agent for the account of each Lender or
to any other Person designated by the Agent in writing.

            3.2.4 Other Obligations. The balance of the Obligations (exclusive
of the Obligations set forth in subsections 3.2.1, 3.2.2 and 3.2.3 above)
requiring the payment of money, if any, shall be payable by Borrowers to the
Agent for the account of each Lender or to such other Person as and when
provided in this Agreement, the Other Agreements or the Security Documents, or
on demand, whichever is later.

            3.2.5 Prepayment of LIBOR Advances. Borrowers may prepay a LIBOR
Advance only upon at least three (3) Business Days prior written notice to Agent
(which notice shall be irrevocable), and any such prepayment shall occur only on
the last day of the Interest Period for such LIBOR Advance. Borrowers shall pay
to Agent for the account of Lenders, upon request of Agent, such amount or
amounts as shall be sufficient (in the reasonable opinion of Agent) to
compensate Lenders for any loss, cost, or expense incurred as a result of: (i)
any payment of a LIBOR Advance on a date other than the last day of the Interest
Period for such LIBOR Advance; (ii) any failure by Borrowers to borrow a LIBOR
Advance on the date specified by Borrowers' written notice; or (iii) any failure
by Borrowers to pay a LIBOR Advance on the date for payment specified in
Borrowers' written notice. Without limiting the foregoing, Borrowers shall pay
to Agent for the account of Lenders a "yield maintenance fee" in an amount
computed as follows: the current rate for United States Treasury securities
(bills on a discounted basis shall be converted to a bond equivalent) with a
maturity date closest to the Interest Period chosen pursuant to the LIBOR
Advance as to which the prepayment is made, shall be subtracted from the LIBOR
in effect at the time of prepayment. If the result is zero or a negative number,
there shall be no yield maintenance fee. If the result is a positive number,
then the resulting percentage shall be multiplied by the amount of the principal
balance being prepaid. The resulting amount shall be divided by 360 and
multiplied by the number of days remaining in the Interest Period chosen
pursuant to the LIBOR Advance as to which the prepayment is made. Said amount
shall be reduced to present value calculated by using the above-referenced
United States Treasury securities rate and the number of days remaining in the
term chosen pursuant to the LIBOR Advance as to which prepayment is made. The
resulting amount shall be the yield maintenance fee due to Lenders upon the
prepayment of a LIBOR Advance. If by reason of an Event of Default, Lenders


                                       13
<PAGE>

elect to declare the Obligations to be immediately due and payable, then any
yield maintenance fee with respect to a LIBOR Advance shall become due and
payable in the same manner as though the Borrowers had exercised such right of
prepayment.

      3.3 Mandatory Prepayments.

            3.3.1 Proceeds of Sale, Loss, Destruction or Condemnation of
Collateral. If any of the Collateral is lost or destroyed or taken by
condemnation, Borrowers shall promptly use the insurance proceeds or
condemnation awards to purchase replacement Collateral or to repair such
Collateral with Collateral of equal or greater value and utility and any such
proceeds not so used within 180 days of receipt of such insurance proceeds or
condemnation award shall be paid to Agent for the account of each Lender as a
mandatory prepayment of the Revolving Credit Loans, as determined by Agent.

      3.4 Application of Payments and Collections. All items of payment received
by Agent for the account of each Lender by 1:00 p.m., Eastern Time, on any
Business Day shall be deemed received on that Business Day. All items of payment
received after 1:00 p.m., Eastern Time, on any Business Day shall be deemed
received on the following Business Day. Borrowers irrevocably waive the right to
direct the application of any and all payments and collections at any time or
times hereafter received by Agent or Lenders from or on behalf of Borrowers, and
Borrowers do hereby irrevocably agree that Agent and Lenders shall have the
continuing exclusive right to apply and reapply any and all such payments and
collections received at any time or times hereafter by Lenders or Agent against
the Obligations, in such manner as Agent or Lenders may deem advisable,
notwithstanding any entry by Agent or Lenders upon any of their respective books
and records. If as the result of collections of Accounts as authorized by
subsection 7.2.6 hereof a credit balance exists in the Loan Account, such credit
balance shall not accrue interest in favor of Borrowers, but shall be made
promptly available to Borrowers by transfer to such account or accounts of the
Borrowers as the Borrowers may designate to Agent from time to time.

      3.5 All Loans to Constitute One Obligation. The Loans and LC Guaranties
shall constitute one general Obligation of Borrowers, and shall be secured by
Agent's Lien upon all of the Collateral.

      3.6 Loan Account. Agent on behalf of each Lender shall enter all Loans as
debits to the Loan Account and shall also record in the Loan Account all
payments made by Borrowers on any Obligations and all proceeds of Collateral
which are finally paid to Agent for the account of each Lender, and may record
therein, in accordance with customary accounting practice, other debits and
credits, including interest and all charges and expenses chargeable to Borrowers
under this Agreement and the other Loan Documents.

      3.7 Statements of Account. Agent will account to Borrowers monthly with a
statement of Loans, charges and payments made pursuant to this Agreement, and
such account rendered by Agent shall be deemed final, binding and conclusive
upon Borrowers unless Agent is notified by Borrowers in writing to the contrary
within thirty (30) days of the date each accounting is mailed to Borrowers. Such
notice shall only be deemed an objection to those items specifically objected to
therein.


                                       14
<PAGE>

      3.8 Increased Costs. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) adopted after the date of this Agreement and having general
applicability to all banks within the jurisdiction in which any Lender operates
(excluding, for the avoidance of doubt, the effect of and phasing in of capital
requirements or other regulations or guidelines passed prior to the date of this
Agreement), or any interpretation or application thereof by any governmental
authority charged with the interpretation or application thereof, or the
compliance of any Lender therewith, shall:

                        (i) (1) subject any Lender to any tax with respect to
                  this Agreement (other than (a) any tax based on or measured by
                  net income or otherwise in the nature of a net income tax,
                  including, without limitation, any franchise tax or any
                  similar tax based on capital, net worth or comparable basis
                  for measurement and (b) any tax collected by a withholding on
                  payments and which neither is computed by reference to the net
                  income of the payee nor is in the nature of an advance
                  collection of a tax based on or measured by the net income of
                  the payee) or (2) change the basis of taxation of payments to
                  any Lender of principal, fees, interest or any other amount
                  payable hereunder or under any Loan Documents (other than in
                  respect of (a) any tax based on or measured by net income or
                  otherwise in the nature of a net income tax, including,
                  without limitation, any franchise tax or any similar tax based
                  on capital, net worth or comparable basis for measurement and
                  (b) any tax collected by a withholding on payments and which
                  neither is computed by reference to the net income of the
                  payee nor is in the nature of an advance collection of a tax
                  based on or measured by the net income of the payee);

                        (ii) impose, modify or hold applicable any reserve
                  (except any reserve taken into account in the determination of
                  the applicable LIBOR), special deposit, assessment or similar
                  requirement against assets held by, or deposits in or for the
                  account of, advances or loans by, or other credit extended by,
                  any office of any Lender, including (without limitation)
                  pursuant to Regulation D of the Board of Governors of the
                  Federal Reserve System; or

                        (iii) impose on any Lender or the London interbank
                  market any other condition with respect to any Loan Document;

and the result of any of the foregoing is to increase the cost to any Lender of
making, renewing or maintaining Loans hereunder by an amount that Required
Lenders deem to be material or to reduce the amount of any payment (whether of
principal, interest or otherwise) in respect of any of the Loans by an amount
that Required Lenders deem to be material, then, in any such case, Borrowers
shall pay Agent for the account of each such Lender, upon demand and
certification not later than sixty (60) days following Borrowers' receipt of


                                       15
<PAGE>

notice of the imposition of such increased costs, such additional amount as will
compensate any such Lender for such additional cost or such reduction, as the
case may be, to the extent such Lender has not otherwise been compensated, with
respect to a particular Loan, for such increased cost. An officer of each such
Lender shall determine the amount of such additional cost or reduced amount
using reasonable averaging and attribution methods and shall certify the amount
of such additional cost or reduced amount to Agent and Borrowers, which
certification shall include a written explanation of such additional cost or
reduction to Agent and Borrowers. Such certification shall be conclusive absent
manifest error. If any Lender claims any additional cost or reduced amount
pursuant to this Section 3.8, then such Lender shall use reasonable efforts
(consistent with legal and regulatory restrictions) to designate a different
lending office or to file any certificate or document reasonably requested by
Borrowers if the making of such designation or filing would avoid the need for,
or reduce the amount of, any such additional cost or reduced amount and would
not, in the sole discretion of such Lender, be otherwise disadvantageous to such
Lender.

      3.9 Basis for Determining Interest Rate Inadequate or Unfair. In the event
that Agent shall have determined that:

                        (i) reasonable means do not exist for ascertaining the
                  LIBOR for any Interest Period; or

                        (ii) Dollar deposits in the relevant amount and for the
                  relevant maturity are not available in the London interbank
                  market with respect to a proposed LIBOR Advance, or a proposed
                  conversion of a Base Rate Advance into a LIBOR Advance; then

Agent shall give Borrowers prompt written, telephonic or electronic notice of
the determination of such event. If such notice is given, (i) any such requested
LIBOR Advance or conversion to or continuation of a LIBOR Advance shall be made
as a Base Rate Advance, unless Borrowers shall notify Agent no later than 10:00
A.M. (Eastern Time) two (2) Business Days prior to the date of such proposed
borrowing that the request for such borrowing shall be canceled or made as an
unaffected type (if any) of LIBOR Advance, and (ii) any Base Rate Advance which
was to have been converted to an affected type of LIBOR Advance shall be
continued as or converted into a Base Rate Advance, or, if Borrowers shall
notify Agent, no later than 10:00 A.M. (Eastern Time) two (2) Business Days
prior to the proposed conversion, shall be maintained as an unaffected type (if
any) of LIBOR Advance.

      3.10 Borrowers' Representative. Borrowers hereby irrevocably appoint UNF,
and UNF agrees to act under this Agreement, as the agent and representative of
itself and the other Borrowers for all purposes under this Agreement, including
requesting Loans, selecting whether any Loan or portion thereof is to bear
interest as a Base Rate Advance or a LIBOR Advance, and receiving account
statements and other notices and communications to Borrowers (or any of them)
from Agent or Lenders and sending notices to Agent or Lenders. Agent and Lenders
may rely, and shall be fully protected in relying, on any notice of borrowing,
or of conversion/continuation, disbursement instructions, reports, information
or any other notice or communication made or given by UNF, whether in its own
name, or on behalf of the Borrowers, and neither Agent nor any Lender shall have
any obligation to make any inquiry or request any confirmation from or on behalf


                                       16
<PAGE>

of any Borrower as to the binding effect on Borrowers of any such request,
instruction, report, information, notice or communication, nor shall the joint
and several character of Borrowers' liability for the Loans be affected,
provided that the provisions of this Section 3.10 shall not be construed so as
to preclude any Borrower from directly requesting Loans or taking other actions
permitted to be taken by "a Borrower" hereunder. Agent and Lenders may maintain
a single Loan Account in the name of UNF hereunder, and each Borrower expressly
agrees to such arrangement and confirms that such arrangement shall have no
effect on the absolute, unconditional and joint and several character of such
Borrower's liability for the Obligations.

SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC

      4.1 Payments.

            4.1.1 Payment of Principal and Interest. Except to the extent
otherwise provided in this Agreement, all payments of principal, interest, and
other amounts to be made by the Borrowers under this Agreement and the Notes,
and, except to the extent otherwise provided therein, all payments to be made by
the Borrowers under any other Loan Document, shall be made in Dollars, in
immediately available funds, without counterclaim or setoff and free and without
deduction or withholding for any taxes or any other payments, to the Agent at
account number 9369337579 at the Bank or at any other account designated in
writing by the Agent ("Payment Account"), not later than 1:00 p.m. Eastern Time
on the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next succeeding
Business Day). Borrowers authorize the Agent to debit such account for all such
payments.

            4.1.2 Agent Authorized To Debit Borrowers' Account. If any payment
owing to any Lender or Agent by Borrowers is not made when due (beyond any
applicable grace period), each Lender or Agent may (but shall not be obligated
to) debit the amount of any such payment to any ordinary deposit account of
Borrowers with such Lender or Bank (with notice to Borrowers and the Agent).

            4.1.3 Application of Payment. Borrowers shall, at the time of making
each payment under this Agreement or any Note for account of any Lender specify
to the Agent (which shall so notify the intended recipient(s) thereof) the
amount payable on the Loans, or other amounts payable by such Borrowers
hereunder to which such payment is to be applied (and in the event that the
Borrowers fail to so specify, or if an Event of Default has occurred and is
continuing, the Agent may distribute such payment to the Lenders for application
in such manner as it may determine to be appropriate).

            4.1.4 Payment Received By Lender. Each payment received by the Agent
under this Agreement or any Note for account of any Lender shall be paid by the
Agent promptly to such Lender, in immediately available funds, for account of
such Lender's Applicable Lending Office for the Loan or other Obligation in
respect of which such payment is made.


                                       17
<PAGE>

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

      4.2 Pro Rata Treatment. Except to the extent otherwise provided herein:

                        (i) each borrowing of Loans from the Lenders shall be
                  made from the Lenders, and each termination or reduction of
                  the amount of the Revolving Credit Commitments shall be
                  applied to the respective Revolving Credit Commitments of the
                  Lenders, on a Pro Rata basis according to the amounts of their
                  respective Revolving Credit Commitments;

                        (ii) except as otherwise provided in Section 3 hereof,
                  LIBOR Advances having the same Interest Period shall be
                  allocated on a Pro Rata basis among the Lenders according to
                  the amounts of their respective Revolving Credit Commitments
                  (in the case of the making of Loans) or their respective
                  Revolving Credit Loans (in the case of conversions and
                  continuations of Loans);

                        (iii) each payment or prepayment of principal of
                  Revolving Credit Loans by Borrowers shall be made for account
                  of the Lenders on a Pro Rata basis in accordance with the
                  respective unpaid principal amounts of the Loans made to
                  Borrowers held by them; and

                        (iv) each payment of interest on Revolving Credit Loans
                  by Borrowers shall be made for account of the Lenders on a Pro
                  Rata basis in accordance with the amounts of interest on such
                  Loans then due and payable to the respective Lenders.

Notwithstanding anything to the contrary contained herein, to the extent there
shall then be outstanding any SwingLine Loans, and any sums shall be due and
payable thereunder, then the first priority of any payment on behalf of
Borrowers received by Agent or FCC shall be to apply such payment to the sums


                                       18
<PAGE>

then due and owing on such SwingLine Loans, in such order as the FCC shall
determine, and for FCC to pay over the amount due to any Lender that had
purchased a participation in such Swingline Loan pursuant to subsection
3.1.3(ii).

      4.3 Allocation of Payments from Borrowers. All monies to be applied to the
Obligations, whether such monies represent voluntary payments by any Borrower or
any Guarantor or are received pursuant to demand for payment or realized from
any disposition of Collateral, shall be allocated among Agent and such of the
Lenders as are entitled thereto (and, with respect to monies allocated to
Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to
Agent to pay principal and accrued interest on any portion of the Revolving
Credit Loans which Agent may have advanced on behalf of any Lender in accordance
with the terms of this Agreement and for which Agent has not been reimbursed by
such Lender or Borrowers; (ii) second, to FCC to pay the principal and accrued
interest on any portion of the SwingLine Loans outstanding, to be shared with
Lenders that have acquired a participating interest in such SwingLine Loans;
(iii) third, to FCC to pay the principal amount of and any accrued interest on
any payment made by FCC under a Letter of Credit or LC Guaranty to the extent
that FCC has not been reimbursed in full and has not received from each
Participating Lender a participation payment as required by Section 1.3.2
hereof; (iv) fourth, to Agent and FCC to pay the amount of expenses that have
not been reimbursed to Agent or FCC by Borrowers or Lenders, together with
interest accrued thereon at the rate applicable to Revolving Credit Loans that
are Base Rate Advances; (v) fifth, to Agent to pay any amount payable under the
indemnification provisions hereof that has not been paid to Agent by Borrowers
or Lenders and to Lenders on a Pro Rata basis for any amount payable under the
indemnification provisions hereof that they have paid to Agent and any expenses
that they have reimbursed to Agent, together with interest accrued thereon at
the rate applicable to Revolving Credit Loans that are Base Rate Advances; (vi)
sixth, to Agent to pay any fees due and payable to Agent, to the extent that
Lenders have not been reimbursed by Borrowers therefor; (vii) seventh, to the
Participating Lenders to pay principal and interest on their participations in
the LC Amount outstanding (or, to the extent any of the LC Amount is contingent
and an Event of Default then exists, deposited in a cash collateral account to
provide security for the payment of the LC Amount); and (viii) eighth, to
Lenders in payment of the accrued interest and unpaid principal in respect of
the Revolving Credit Loans and any other Obligations then outstanding to be
shared among Lenders on a Pro Rata basis, or on such other basis as may be
agreed upon in writing by Lenders (which agreement or agreements may be entered
into without notice to or the consent or approval of Borrowers). The allocations
set forth in this Section 4.3 are solely to determine the rights and priorities
of Agent and Lenders as among themselves and may be changed by Agent and Lenders
without notice to or the consent or approval of Borrowers or any other Person.

      4.4 Non-Receipt of Funds by the Agent; Delinquent Lenders.

            4.4.1 Non-Receipt of Funds. Unless the Agent shall have been
notified by a Lender or a Borrower (the "Payor") prior to the date on which the
Payor is to make payment to the Agent of (in the case of a Lender) the proceeds
of a Loan to be made by such Lender hereunder or (in the case of the Borrowers)
a payment to the Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "Required Payment"), which notice shall be


                                       19
<PAGE>

effective upon receipt, that the Payor does not intend to make the Required
Payment to the Agent, the Agent may assume that the Required Payment has been
made and may, in reliance upon such assumption (but shall not be required to),
make the amount thereof available to the intended recipient(s) on such date;
and, if the Payor has not in fact made the Required Payment to the Agent and the
Agent has made the payment to the recipient(s), the recipient(s) of such payment
shall, on demand, repay to the Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the date
(the "Advance Date") such amount was so made available by the Agent until the
date the Agent recovers such amount at a rate per annum equal to the Federal
Funds Rate for such day and, if such recipient(s) shall fail promptly to make
such payment, the Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the Agent
within three (3) Business Days of the date of the notice from the Agent, then
the Payor and the recipient(s) shall each be obligated to pay interest on the
Required Payment as follows:

                        (i) if the Required Payment shall represent a payment to
                  be made by Borrowers to the Lenders, Borrowers and the
                  recipient(s) shall each be obligated retroactively to the
                  Advance Date to pay interest in respect of the Required
                  Payment at the Default Rate (without duplication of the
                  obligation of the Borrowers under Section 2.1 hereof to pay
                  interest on the Required Payment at the Default Rate), it
                  being understood that the return by the recipient(s) of the
                  Required Payment to the Agent shall not limit such obligation
                  of Borrowers under said Section 2.1 to pay interest at the
                  Default Rate in respect of the Required Payment; and

                        (ii) if the Required Payment shall represent proceeds of
                  a Loan to be made by the Lenders to Borrowers, the Payor and
                  Borrowers shall each be obligated retroactively to the Advance
                  Date to pay interest in respect of the Required Payment
                  pursuant to Section 2.1 hereof (without duplication of the
                  obligation of Borrowers under Section 2.1 hereof to pay
                  interest on the Required Payment), it being understood that
                  the return by Borrowers of the Required Payment to the Agent
                  shall not limit any claim Borrowers may have against the Payor
                  in respect of such Required Payment.

            4.4.2 Delinquent Lenders. If for any reason any Lender shall fail or
refuse to abide by its obligations under this Loan Agreement, including, without
limitation, its obligation to make available to Agent its share of any Revolving
Credit Loans, expenses, or setoff (a "Delinquent Lender"), any non-delinquent
Lender shall have the right, but not the obligation, in its respective sole and
absolute discretion, to acquire (x) for no cash consideration (pro rata, based
on the respective Commitments of those Lenders electing to exercise such right)
the Delinquent Lender's Commitment to fund future Revolving Credit Loans and to
participate in Swingline Loans and Letters of Credit; and (y) for consideration
equal to the amount of the outstanding Revolving Credit Loans from such Lender
(pro rata, based on the respective Commitments of those Lenders electing to
exercise such right) the Delinquent Lender's rights with respect to outstanding
Revolving Credit Loans (the rights purchased under clauses (x) and (y), the


                                       20
<PAGE>

"Purchased Rights"), but only if, in the aggregate, all of the Delinquent
Lender's rights with respect to outstanding Revolving Credit Loans and
Commitments are acquired hereunder by one or more non-delinquent Lender(s). Upon
any such purchase of the pro rata share of any Delinquent Lender's Purchased
Rights, the Delinquent Lender's rights with respect to outstanding Revolving
Credit Loans, Commitment, share in future Revolving Credit Loans, and rights
under the Loan Documents with respect thereto shall terminate on the day of
purchase (other than indemnification rights that survive termination of the
Commitments under Section 13.2 hereof and rights to receive accrued but unpaid
interest and fees through the date of purchase), and the Delinquent Lender shall
promptly execute all documents reasonably requested to surrender and transfer
such interests (other than indemnification rights that survive termination of
the Commitments under Section 13.2 hereof and rights to receive accrued but
unpaid interest and fees through the date of purchase), including, if so
requested, a Notice of Assignment (provided that the assignment fee in
connection with such Notice of Assignment shall not be charged).

      4.5 Withholding Tax Exemption. At least five (5) Business Days prior to
the first date on which interest or fees are payable hereunder for the account
of any Lender, each Lender that is not incorporated under the laws of the United
States or any state thereof agrees that it will deliver to Borrowers and Agent
two (2) duly completed copies of United States Internal Revenue Service Form
W-8ECI or W-8BEN (or successor forms), certifying in either case that such
Lender is entitled to receive payment under this Agreement and its Notes without
deduction or withholding of any United States federal income taxes. Each Lender
which so delivers a Form W-8ECI or W-8BEN further undertakes to deliver to
Borrowers and Agent two (2) additional copies of such form (or a successor form)
on or before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the form so delivered by it, and
such amendments thereto or extensions or renewals thereof as may be reasonably
requested by Borrowers or Agent, in each case, certifying that such Lender is
entitled to receive payments under this Agreement and its Notes without
deduction or withholding of any United States federal income taxes, unless an
event (including any change in treaty, law or regulation) has occurred prior to
the date on which any such delivery would otherwise be required that renders all
such forms inapplicable or that would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender advises
Borrowers and Agent that it is not capable or receiving payments without any
deduction or withholding of United States federal income taxes.

SECTION 5. TERM AND TERMINATION

      5.1 Term of Agreement. Subject to Lenders' right to cease making Loans to
Borrowers upon or after the occurrence of any Default or Event of Default or
failure to satisfy one or more of the conditions precedent in Section 10 hereof,
this Agreement shall be in effect for a period commencing on the date hereof,
through and including March 31, 2008 (the "Maturity Date").

      5.2 Termination.


                                       21
<PAGE>

            5.2.1 Termination by Lenders. This Agreement shall terminate on the
Maturity Date and Required Lenders may terminate this Agreement without notice
upon or after the occurrence of an Event of Default.

            5.2.2 Termination by Borrowers. Upon at least ninety (90) days prior
written notice to Agent, Borrowers may, at their option, terminate this
Agreement; provided, however, no such termination shall be effective until
Borrowers have paid all of the Obligations in immediately available funds and
all Letters of Credit and LC Guaranties have expired or have been cash
collateralized to the satisfaction of Agent, FCC and the Required Lenders. Any
notice of termination given by Borrowers shall be irrevocable unless Agent and
the Required Lenders otherwise agree in writing, and Lenders shall have no
obligation to make any Loans and FCC shall have no obligation to issue or
procure any Letters of Credit or LC Guaranties on or after the termination date
stated in such notice. Borrowers may elect to terminate this Agreement in its
entirety only. No section of this Agreement or type of Loan available hereunder
may be terminated singly.

            5.2.3 Effect of Termination. All of the Obligations shall be
immediately due and payable upon the Maturity Date or, if earlier, the
termination date stated in any notice of termination of this Agreement or upon
the action taken by the Required Lenders under subsection 5.2.1. All
undertakings, agreements, covenants, warranties and representations of Borrowers
contained in the Loan Documents shall survive any such termination and Agent
shall retain its Liens in the Collateral and all of its rights and remedies
under the Loan Documents for itself and the Pro Rata benefit of the Lenders
notwithstanding such termination until Borrowers have paid the Obligations to
Agent for the account of each Lender, in full, in immediately available funds.
Notwithstanding the payment in full of the Obligations, Agent shall not be
required to terminate its security interests in the Collateral unless, with
respect to any loss or damage Agent may incur as a result of dishonored checks
or other items of payment received by Agent from Borrowers or any Account Debtor
and applied to the Obligations, Agent shall, at its option, (i) have received a
written agreement, executed by Borrowers and by any Person whose loans or other
advances to Borrowers are used in whole or in part to satisfy the Obligations,
indemnifying Agent and Lenders from any such loss or damage; or (ii) have
retained such cash collateral and Liens thereon for such period of time as
Agent, in its reasonable discretion, may deem necessary to protect Agent and
Lenders from any such loss or damage.

SECTION 6. SECURITY INTERESTS

      6.1 Security Interest in Collateral. To secure the prompt payment and
performance of all of the Obligations, Borrowers hereby grant to Agent for the
benefit of itself as Agent and for the Pro Rata benefit of each Lender a
continuing Lien upon all of the following Property and interests in Property of
each Borrower, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located:

                  (i) Accounts;

                  (ii) Certificated Securities arising out of Accounts or
            Inventory;


                                       22
<PAGE>

                  (iii) Chattel Paper arising out of or related to Accounts or
            Inventory;

                  (iv) Contract Rights arising out of or related to Accounts or
            Inventory;

                  (v) Deposit Accounts in which the proceeds of Accounts,
            Inventory or other Collateral are deposited or maintained and money
            constituting such proceeds;

                  (vi) Documents arising out of or related to Accounts or
            Inventory;

                  (vii) General Intangibles, including Payment Intangibles,
            arising out of or related to Accounts or Inventory;

                  (viii) Instruments arising out of or related to Accounts or
            Inventory;

                  (ix) Inventory;

                  (x) Investment Property arising out of Accounts or Inventory;

                  (xi) Letter-of-Credit Rights arising out of or related to
            Accounts or Inventory;

                  (xii) Security Entitlements arising out of Accounts or
            Inventory;

                  (xiii) Supporting Obligations arising out of or related to
            Accounts or Inventory; and

                  (xiv) Uncertificated Securities arising out of Accounts or
            Inventory;

together with all books, records, writings, data bases, and other information
relating to or used in connection with, or evidencing, embodying, or
incorporating any of the foregoing, and all Proceeds, products, offspring,
rents, issues, profits and returns of and from any of the foregoing.


                                       23
<PAGE>

      6.2 Other Collateral.

            6.2.1 Commercial Tort Claims. Borrowers shall promptly notify Agent
in writing upon incurring or otherwise obtaining a Commercial Tort Claim after
the Closing Date against any third party arising out of or relating to
Inventory, Accounts or other Collateral and, upon request of Agent, promptly
enter into an amendment to this Agreement and do such other acts or things
deemed appropriate by Agent to give Agent, for the Pro Rata benefit of the
Lenders a security interest in any such Commercial Tort Claim.

            6.2.2 Other Collateral. Borrowers shall promptly notify Agent in
writing upon acquiring or otherwise obtaining any Collateral after the date
hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit
Rights or Electronic Chattel Paper constituting Collateral hereunder and, upon
the request of Agent, promptly execute such other documents, and do such other
acts or things deemed appropriate by Agent to deliver to Agent for the Pro Rata
benefit of the Lenders control with respect to such Collateral; promptly notify
Agent in writing upon acquiring or otherwise obtaining any Collateral after the
date hereof consisting of Documents or Instruments constituting Collateral
hereunder and, upon the request of Agent, will promptly execute such other
documents, and do such other acts or things deemed appropriate by Agent to
deliver to Agent possession of such Documents which are negotiable and
Instruments, and, with respect to nonnegotiable Documents, to have such
nonnegotiable Documents issued in the name of Agent for the Pro Rata benefit of
the Lenders; and with respect to Collateral in the possession of a third party,
other than Certificated Securities and Inventory covered by a Document and
obtain an acknowledgement from the third party that it is holding the Collateral
for the benefit of Agent and the Lenders.

      6.3 Lien Perfection; Further Assurances. Borrowers hereby irrevocably
authorize Agent to authenticate on Borrowers' behalf and file such UCC-1
financing statements as are required by the UCC and such other instruments,
assignments or documents as are necessary to perfect Agent's Lien upon any of
the Collateral and shall take such other action as may be required to perfect or
to continue the perfection of Agent's Lien upon the Collateral. Borrowers agree
that any such financing statements may indicate that the Collateral, as being of
an equal or lesser scope, or with greater or lesser detail, than as set forth in
Section 6.1. Borrowers also hereby ratify their authorization for Agent to have
filed in any jurisdiction any like financing statements or amendments thereto if
filed prior to the date hereof. The parties agree that a photographic or other
reproduction of this Agreement shall be sufficient as a financing statement and
may be filed in any appropriate office in lieu thereof. At Agent's request,
Borrowers shall also promptly execute or cause to be executed and shall deliver
to Agent any and all documents, instruments and agreements deemed necessary by
Agent to give effect to or carry out the terms or intent of the Loan Documents.

      6.4 License. For the purpose of enabling Agent and Lenders to exercise the
rights and remedies provided under this Agreement upon and during the
continuance of an Event of Default, each Borrower hereby grants to Agent, for
its benefit and the benefit of the Lenders to the extent assignable, an
irrevocable, non-exclusive license (exercisable in the Agent's reasonable credit
judgment) without payment of royalty or other compensation to any Borrower, to
use any and all (a) trademarks, service marks, tradenames, business names, trade


                                       24
<PAGE>

styles, designs, logos and other Intellectual Property and General Intangibles,
now owned or hereafter acquired by any Borrower, wherever the same may be
located, including in such license reasonable access to all media in which any
of such licensed items may be stored or recorded; and (b) Computer Hardware and
Software and all rights with respect thereto, including, any and all licenses,
options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvements rights, renewal rights and
indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing, now owned or hereafter acquired by any
Borrower, wherever the same may be located, including in such license reasonable
access to any of the foregoing.

SECTION 7. COLLATERAL ADMINISTRATION

      7.1 General.

            7.1.1 Location of Collateral. All Collateral, other than Inventory
in transit, will at all times be kept by Borrowers and their Subsidiaries at one
or more of the business locations set forth in Exhibit C hereto and shall not,
without the prior written approval of Agent, be moved therefrom except, prior to
an Event of Default and Lenders' acceleration of the maturity of the Obligations
in consequence thereof, for sales of Inventory in the ordinary course of
business.

            7.1.2 Insurance of Collateral. Borrowers shall maintain and pay for
insurance upon all Collateral wherever located and with respect to Borrowers'
business, covering casualty, hazard, public liability and such other risks in
such amounts and with such insurance companies as are reasonably satisfactory to
Agent. Borrowers shall deliver the originals of such policies to Agent with
satisfactory lender's loss payable endorsements, naming Agent for the Pro Rata
benefit of Lenders as loss payee, assignee or additional insured, as
appropriate. Each policy of insurance or endorsement shall contain a clause
requiring the insurer to give not less than thirty (30) days prior written
notice to Agent in the event of cancellation of the policy for any reason
whatsoever and a clause specifying that the interest of Agent for the benefit of
Lenders shall not be impaired or invalidated by any act or neglect of Borrowers
or the owner of the Property or by the occupation of the premises for purposes
more hazardous than are permitted by said policy. If Borrowers fail to provide
and pay for such insurance, Agent may, at its option, but shall not be required
to, procure the same and charge Borrowers therefor. Borrowers agree to deliver
to Agent, promptly as rendered, true copies of all reports made in any reporting
forms to insurance companies.

            7.1.3 Protection of Collateral. All expenses of protecting, storing,
warehousing, insuring, handling, maintaining and shipping the Collateral, any
and all excise, property, sales, and use taxes imposed by any state, federal, or
local authority on any of the Collateral or in respect of the sale thereof shall
be borne and paid by Borrowers. If Borrowers fail to promptly pay any portion
thereof when due, Agent or any Lender may, at its option, but shall not be
required to, pay the same and charge Borrowers therefor. Neither Agent nor any
Lender shall be liable or responsible in any way for the safekeeping of any of
the Collateral or for any loss or damage thereto (except for reasonable care in
the custody thereof while any Collateral is in Agent's or any Lender's actual
possession) or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, or other person
whomsoever, but the same shall be at Borrowers' sole risk.


                                       25
<PAGE>

      7.2 Administration of Accounts.

            7.2.1 Records, Schedules and Assignments of Accounts. Each Borrower
shall keep accurate and complete records of its Accounts and all payments and
collections thereon and shall submit to Agent on such periodic basis as Agent
shall request a sales and collections report for the preceding period, in form
satisfactory to Agent. On or before the twentieth (20th) day of each month from
and after the date hereof, Borrowers shall deliver to Agent, in form acceptable
to Agent, a detailed, aged trial balance of all Accounts existing as of the last
day of the preceding month, specifying the names, addresses, face value, dates
of invoices and due dates for each Account Debtor obligated on an Account so
listed ("Schedule of Accounts"), and, upon Agent's request therefor, copies of
proof of delivery and the original copy of all documents, including, without
limitation, repayment histories and present status reports relating to the
Accounts so scheduled and such other matters and information relating to the
status of then existing Accounts as Agent shall reasonably request. In addition,
if Accounts in an aggregate face amount in excess of $500,000.00 become
ineligible because they fall within one of the specified categories of
ineligibility set forth in the definition of Eligible Accounts or otherwise
established by Agent, Borrowers shall notify Agent of such occurrence on the
first Business Day following such occurrence and the Borrowing Base shall
thereupon be adjusted to reflect such occurrence. If requested by Agent,
Borrowers shall execute and deliver to Agent for the Pro Rata benefit of Lenders
formal written assignments of all of the Accounts weekly or daily, which shall
include all Accounts that have been created since the date of the last
assignment, together with copies of invoices or invoice registers related
thereto.

            7.2.2 Discounts, Allowances, Disputes. If Borrowers grant any
discounts, allowances or credits that are not shown on the face of the invoice
for the Account involved or otherwise granted by Borrowers in the ordinary
course of business, Borrowers shall report all such discounts, allowances or
credits, as the case may be, to Agent as part of the next required Schedule of
Accounts. If any amounts due and owing in excess of $500,000.00 are in dispute
between Borrowers and any Account Debtor, Borrowers shall provide Agent with
written notice thereof at the time of submission of the next Schedule of
Accounts, explaining in detail the reason for the dispute, all claims related
thereto and the amount in controversy. Upon and after the occurrence of an Event
of Default, Agent shall have the right to settle or adjust all disputes and
claims directly with the Account Debtor and to compromise the amount or extend
the time for payment of the Accounts upon such terms and conditions as Agent may
deem advisable, and to charge the deficiencies, costs and expenses thereof,
including attorney's fees, to Borrowers.

            7.2.3 Taxes. If an Account includes a charge for any tax payable to
any governmental taxing authority, Agent is authorized, in its sole discretion,
to pay the amount thereof to the proper taxing authority for the account of
Borrowers and to charge Borrowers therefor, provided, however, that Agent shall
not be liable for any taxes to any governmental taxing authority that may be due
by Borrowers.


                                       26
<PAGE>

            7.2.4 Account Verification. Whether or not a Default or an Event of
Default has occurred, any of Agent's officers, employees or agents shall have
the right, when Agent determines that such verification is appropriate, in its
reasonable credit judgment, at any time or times hereafter, in the name of
Agent, any designee of such Agent, or Borrowers, to verify the validity, amount
or any other matter relating to any Accounts by mail, telephone, electronic
communication or otherwise. Agent will, in good faith, endeavor to minimize the
inconvenience such verification may cause to Borrowers' customers. Borrowers
shall cooperate fully with Agent in an effort to facilitate and promptly
conclude any such verification process.

            7.2.5 Maintenance of Cash Management System. Borrowers shall
maintain a cash management system acceptable to Agent with such banks as may be
selected by Borrowers and be acceptable to Agent. All depository accounts in
Borrower's cash management system and funds deposited in any deposit accounts
shall be subject to the first priority lien of Agent for the Pro Rata account of
Lenders and Borrowers shall obtain the agreement by such banks in favor of Agent
for the account of Lenders as may be necessary or appropriate for Agent to
obtain a perfected first priority Lien therein. On the Closing Date, Borrowers
shall establish and maintain Dominion Accounts pursuant to lockbox arrangements
acceptable to Agent with such banks as may be selected by Borrowers and be
acceptable to Agent. Borrowers shall issue to any such banks an irrevocable
letter of instruction directing such banks to deposit all payments or other
remittances received in the lockbox to the Dominion Account and to comply with
Agent's notice, given at any time and from time to time in its discretion (or
when directed by the Required Lenders), directing such banks to transfer all
such payments and remittances to the Payment Account for application on account
of the Obligations; provided, however, that Borrowers acknowledge and agree that
if at any time Availability is less than $10,000,000 and within ten (10) days of
such occurrence Borrowers fail to provide or are unable to provide Availability
projections demonstrating, to the satisfaction of the Required Lenders, that
within sixty (60) days Availability will increase to be in excess of $10,000,000
and continue thereafter to exceed such amount, Agent shall give the foregoing
notice to such banks to transfer all payments and remittances to the Payment
Account. All funds deposited in any Dominion Account shall immediately become
the property of Agent for the account of Lenders and Borrowers shall obtain the
agreement by such banks in favor of Agent to waive any recoupment, setoff
rights, and any security interest in, or against the funds so deposited. Agent
agrees with Borrowers that Agent shall not give any such instructions or
withhold any withdrawal rights from Borrowers unless a Default or an Event of
Default has occurred and is continuing. Agent assumes no responsibility for such
lockbox or blocked account arrangements, including, without limitation, any
claim of accord and satisfaction or release with respect to deposits accepted by
any bank thereunder.

            7.2.6 Collection of Accounts, Proceeds of Collateral. To expedite
collection, Borrowers shall endeavor in the first instance to make collection of
their Accounts for Agent and Lenders. All remittances received by Borrowers on
account of Accounts, together with the proceeds of any other Collateral, shall
be held as Agent's property by Borrowers as trustee of an express trust for
Agent's benefit and Borrowers shall immediately deposit same in kind in the
Borrowers' cash management system or Dominion Account, as the case may be. Agent
retains the right at all times after the occurrence of a Default or an Event of
Default to notify Account Debtors that Accounts have been assigned to Agent for
the account of each Lender and to collect Accounts directly, and to charge the
collection costs and expenses, including attorneys' fees, to Borrowers.


                                       27
<PAGE>

      7.3 Administration of Inventory.

            7.3.1 Records and Reports of Inventory. Borrowers shall keep
accurate and complete records of Inventory. Borrowers shall agree to furnish to
Agent and Lenders Inventory reports in form and detail satisfactory to Agent at
such times as Agent may request, but at least once each month, not later than
the twentieth (20th) day of such month. Borrowers shall conduct cycle counts and
other inventory testing and control procedures in accordance with the Borrowers'
policies in effect on the Closing Date and shall provide Agent and Lenders
reports based on such cycle counts and tests promptly thereafter, together with
such supporting information as Agent shall request. Upon and during the
continuance of a Default or Event of Default Borrowers shall conduct physical
inventory counts at such times as Agent may request, and shall provide to Agent
and Lenders a report based on each such physical inventory promptly thereafter,
together with such supporting information as Agent shall request.

            7.3.2 Returns of Inventory. If at any time or times hereafter any
Account Debtor returns any Inventory to a Borrower the shipment of which
generated an Account on which such Account Debtor is obligated in excess of
$500,000.00, Borrowers shall immediately notify Agent of the same, specifying
the reason for such return and the location, condition and intended disposition
of the returned Inventory.

      7.4 Payment of Charges. All amounts chargeable to Borrowers under Section
7 hereof shall be Obligations secured by all of the Collateral, shall be payable
on demand and shall bear interest from the date such advance was made until paid
in full at the rate applicable to Base Rate Advances from time to time.

SECTION 8. REPRESENTATIONS AND WARRANTIES

      8.1 General Representations and Warranties. To induce Agent and Lenders to
enter into this Agreement and to make advances and extensions of credit
hereunder, each Borrower warrants, represents and covenants to the Agent and the
Lenders that:

            8.1.1 Organization and Qualification. Each Borrower and its
Subsidiaries is a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization. Each Borrower and its Subsidiaries is duly
qualified and is authorized to do business and is in good standing in each state
or jurisdiction listed on Exhibit D hereto and in all other states and
jurisdictions in which the failure of such Borrower or any of its Subsidiaries
to be so qualified would have a material adverse effect on the financial
condition, business or Properties of any Borrower or any of Borrowers'
Subsidiaries.

            8.1.2 Corporate Power and Authority. Each Borrower and its
Subsidiaries is duly authorized and empowered to enter into, execute, deliver
and perform this Agreement and each of the other Loan Documents to which it is a
party. The execution, delivery and performance of this Agreement and each of the


                                       28
<PAGE>

other Loan Documents have been duly authorized by all necessary action and do
not and will not (i) require any consent or approval of the shareholders (or
members, in the case of a limited liability company) of any Borrower or any of
its Subsidiaries; (ii) contravene any Borrower's or any of its Subsidiaries'
charter, articles or certificate of incorporation or by-laws in the case of a
corporation or certificate of formation and limited liability company or
operating agreement, in the case of a limited liability company; (iii) violate,
or cause any Borrower or any of its Subsidiaries to be in default under, any
provision of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award in effect having applicability to any Borrower or
any of its Subsidiaries; (iv) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which any Borrower or any of its Subsidiaries is a party or by
which it or its Properties may be bound or affected; or (v) result in, or
require, the creation or imposition of any Lien (other than Permitted Liens)
upon or with respect to any of the Properties now owned or hereafter acquired by
any Borrower or any of its Subsidiaries.

            8.1.3 Legally Enforceable Agreement. This Agreement is, and each of
the other Loan Documents when delivered under this Agreement will be, a legal,
valid and binding obligation of each Borrower and its Subsidiaries enforceable
against it in accordance with its respective terms.

            8.1.4 Capital Structure. Exhibit E hereto states (i) the correct
name of each of the Subsidiaries of Borrowers, its jurisdiction of formation and
the percentage interest owned by each Borrower, (ii) the name of each of
Borrowers' corporate or joint venture Affiliates and the nature of the
affiliation, (iii) the number, nature and holder of all outstanding Securities
of each Borrower and each Subsidiary of each Borrower and (iv) the number of
authorized, issued and treasury shares or membership interests, as the case may
be, of each Borrower and each Subsidiary of each Borrower. Each Borrower has
good title to all of the shares it purports to own of the stock of each of its
Subsidiaries, free and clear in each case of any Lien other than Permitted
Liens. Except as set forth on Exhibit E, all such shares have been duly issued
and are fully paid and non-assessable. Except as set forth on Exhibit E there
are no outstanding options to purchase, or any rights or warrants to subscribe
for, or any commitments or agreements to issue or sell, or any Securities or
obligations convertible into, or any powers of attorney relating to, shares of
the capital stock of any Borrower or any of such Borrower's Subsidiaries. Except
as set forth on Exhibit E, there are no outstanding agreements or instruments
binding upon any of Borrowers' shareholders (or members, in the case of a
limited liability company) relating to the ownership of its shares of capital
stock (or membership interest, in the case of a limited liability company).

            8.1.5 Corporate Names, Etc. No Borrower nor any Subsidiary of any
Borrower has been known as or used any corporate, fictitious or trade names
except those listed on Exhibit F hereto. Except as set forth on Exhibit F, no
Borrower nor any Subsidiary of any Borrower has been the surviving corporation
of a merger or consolidation or acquired all or substantially all of the assets
of any Person. Each Borrower's and each Subsidiary's state(s) of incorporation
or organization, Type of Organization and Organizational I.D. Number is set
forth on Exhibit F. The exact legal name of each Borrower and each of such
Borrower's Subsidiaries is set forth on Exhibit F.


                                       29
<PAGE>

            8.1.6 Business Locations; Agent for Process. Each Borrower's and its
Subsidiaries' chief executive office and other places of business are as listed
on Exhibit C hereto. During the preceding one-year period, no Borrower nor any
of their Subsidiaries has had an office, place of business or agent for service
of process other than as listed on Exhibit C. Except as shown on Exhibit C, no
Inventory having an aggregate value in excess of $100,000.00 is stored with a
bailee, warehouseman or similar party, nor is any Inventory consigned to any
Person without Agent's prior written consent.

            8.1.7 Title to Properties; Priority of Liens. Each Borrower and each
of their Subsidiaries has good, indefeasible and marketable title to and fee
simple ownership of, or valid and subsisting leasehold interests in, all of its
real property, and good title to all of the Collateral and all of its other
Property, in each case, free and clear of all Liens except Permitted Liens.
Borrowers have paid or discharged all lawful claims which, if unpaid, might
become a Lien against any of Borrowers' Properties that is not a Permitted Lien.
The Liens granted to Agent under Section 6 hereof are first-priority Liens,
subject only to Permitted Liens.

            8.1.8 Accounts. Agent may rely, in determining which Accounts are
Eligible Accounts, on all statements and representations made by Borrowers with
respect to any Account or Accounts. Unless otherwise indicated in writing to
Agent , with respect to each Account:

                        (i) It is genuine and in all respects what it purports
                  to be, and it is not evidenced by a judgment;

                        (ii) It arises out of a completed, bona fide sale and
                  delivery of goods or rendition of services by a Borrower in
                  the ordinary course of such Borrower's business and in
                  accordance with the terms and conditions of all purchase
                  orders, contracts or other documents relating thereto and
                  forming a part of the contract between such Borrower and the
                  Account Debtor;

                        (iii) It is for a liquidated amount maturing as stated
                  in the duplicate invoice covering such sale or rendition of
                  services, a copy of which has been furnished or is available
                  to Agent;

                        (iv) Such Account, and Agent's security interest
                  therein, is not, and will not (by voluntary act or omission of
                  a Borrower) be in the future, subject to any offset, Lien,
                  deduction, recoupment, defense, dispute, counterclaim or any
                  other adverse condition except for disputes resulting in
                  returned goods where the amount in controversy is less than
                  $500,000.00, and each such Account is absolutely owing to a
                  Borrower and is not contingent in any respect or for any
                  reason;


                                       30
<PAGE>

                        (v) No Borrower has made an agreement with any Account
                  Debtor thereunder for any extension, compromise, settlement or
                  modification of any such Account or any deduction therefrom,
                  except discounts or allowances which are granted by a Borrower
                  in the ordinary course of business and which are reflected in
                  the calculation of the net amount of each respective invoice
                  related thereto and are reflected in the Schedules of Accounts
                  submitted to Agent pursuant to subsection 7.2.1 hereof;

                        (vi) To the best of Borrowers' knowledge, there are no
                  facts, events or occurrences which in any way impair the
                  validity or enforceability of any Accounts or tend to reduce
                  the amount payable thereunder from the face amount of the
                  invoice and statements delivered to Agent with respect
                  thereto;

                        (vii) To the best of Borrowers' knowledge, (1) the
                  Account Debtor thereunder had the capacity to contract at the
                  time any contract or other document giving rise to the Account
                  was executed and (2) such Account Debtor is Solvent; and

                        (viii) To the best of Borrowers' knowledge, there are no
                  proceedings or actions which are threatened or pending against
                  any Account Debtor thereunder which might result in any
                  material adverse change in such Account Debtor's financial
                  condition or the collectibility of such Account.

8.1.9 Intentionally Omitted.

            8.1.10 Financial Statements; Fiscal Year. The Consolidated and
consolidating balance sheets of Borrowers and such other Persons described
therein (including the accounts of all Subsidiaries of Borrowers for the
respective periods during which a Subsidiary relationship existed) as of July
31, 2003, and the related statements of income, changes in stockholder's equity,
and changes in financial position for the periods ended on such dates, have been
prepared in accordance with GAAP, and present fairly the financial positions of
Borrowers and such Persons at such dates and the results of Borrowers' and such
Persons' operations for such periods. Since July 31, 2003, there has been no
material change in the condition, financial or otherwise, of Borrowers and such
other Persons as shown on the Consolidated balance sheet as of such date, except
changes in the ordinary course of business, none of which individually or in the
aggregate has been materially adverse. The fiscal year of each Borrower and each
of its respective Subsidiaries ends on July 31 of each year.

            8.1.11 Full Disclosure. The financial statements referred to in
subsection 8.1.10 hereof do not, nor does this Agreement or any other written
statement of Borrowers to Agent or Lenders, contain any untrue statement of a
material fact or omit a material fact necessary to make the statements contained
therein or herein not misleading. There is no fact which Borrowers have failed
to disclose to Agent and Lenders in writing which materially affects adversely
or, so far as Borrowers can now foresee, will materially affect adversely the
Properties, business, prospects, profits or condition (financial or otherwise)
of any Borrower or any of such Borrower's Subsidiaries or the ability of any
Borrower or its Subsidiaries to perform this Agreement or the other Loan
Documents.


                                       31
<PAGE>

            8.1.12 Solvent Financial Condition. Each Borrower and its
Subsidiaries is now and, after giving effect to the Loans to be made and the
Letters of Credit and LC Guaranties to be issued hereunder, at all times will
be, Solvent.

            8.1.13 Surety Obligations. No Borrower nor any of its Subsidiaries
is obligated as surety or indemnitor under any surety or similar bond or other
contract, or has issued or entered into any agreement to assure payment,
performance or completion of performance of any undertaking or obligation of any
Person other than as set forth on Exhibit G hereto.

            8.1.14 Taxes. The federal tax identification number of each Borrower
and its Subsidiaries is shown on Exhibit H hereto. Each Borrower and each of its
Subsidiaries has filed all federal, state and local tax returns and other
reports it is required by law to file and has paid, or made provision for the
payment of, all material taxes, assessments, fees, levies and other governmental
charges upon it, its income and Properties as and when such taxes, assessments,
fees, levies and charges are due and payable, unless and to the extent any
thereof are being actively contested in good faith and by appropriate
proceedings and each Borrower maintains reasonable reserves on its books
therefor. The provision for taxes on the books of each Borrower and each of its
Subsidiaries are adequate for all years not closed by applicable statutes, and
for its current fiscal year.

8.1.15 Brokers. There are no claims for brokerage commissions, finder's fees or
investment banking fees in connection with the transactions contemplated by this
Agreement.

            8.1.16 Patents, Trademarks, Copyrights and Licenses. Each Borrower
and its Subsidiaries owns or possesses all the patents, trademarks, service
marks, trade names, copyrights and licenses necessary for the present and
planned future conduct of its business without any known conflict with the
rights of others. All such patents, trademarks, service marks, trade names,
copyrights, licenses and other similar rights are listed on Exhibit I hereto.

            8.1.17 Governmental Consents. Each Borrower and each of its
Subsidiaries has, and is in good standing with respect to, all governmental
consents, approvals, licenses, authorizations, permits, certificates,
inspections and franchises necessary to continue to conduct its business as
heretofore or proposed to be conducted by it and to own or lease and operate its
Properties as now owned or leased by it, except for those that would not have a
material adverse effect on the business, prospects, profits, properties, or
condition (financial or otherwise) of the Borrowers taken as a whole.

            8.1.18 Compliance with Laws. Each Borrower and its Subsidiaries has
duly complied with, and its Properties, business operations and leaseholds are
in compliance in all material respects with, the provisions of all federal,
state and local laws, rules and regulations including, without limitation, all
Environmental Laws applicable to such Borrower or such Subsidiary, as
applicable, its Properties or the conduct of its business and there have been no
citations, notices or orders of noncompliance issued to any Borrower or any of
its Subsidiaries under any such law, rule or regulation, except for those that


                                       32
<PAGE>

would not have a material adverse effect on the business, prospects, profits,
properties or condition (financial or otherwise) of the Borrowers taken as a
whole. Each Borrower and its Subsidiaries has established and maintains an
adequate monitoring system to insure that it remains in compliance with all
federal, state and local laws, rules and regulations applicable to it. No
Inventory has been produced in violation of the Fair Labor Standards Act (29
U.S.C. ss.201 et seq.), as amended.

            8.1.19 Restrictions. No Borrower nor any of its Subsidiaries is a
party or subject to any contract, agreement, or charter or other corporate
restriction, which materially and adversely affects its business or the use or
ownership of any of its Properties. No Borrower nor any of its Subsidiaries is a
party or subject to any contract or agreement which restricts its right or
ability to incur Indebtedness, other than as set forth on Exhibit J hereto, none
of which prohibit the execution of or compliance with this Agreement or the
other Loan Documents by Borrowers or any of their Subsidiaries, as applicable.

            8.1.20 Litigation. Except as set forth on Exhibit K hereto, there
are no actions, suits, proceedings or investigations pending, or to the
knowledge of any Borrower, threatened, against or affecting any Borrower or any
of such Borrower's Subsidiaries, that would, if adversely determined, have a
material adverse effect on the business, operations, Properties, prospects,
profits or condition (financial or otherwise) of the Borrowers taken as a whole.
No Borrower nor any of such Borrower's Subsidiaries is in default with respect
to any order, writ, injunction, judgment, decree or rule of any court,
governmental authority or arbitration board or tribunal.

            8.1.21 No Defaults. No event has occurred and no condition exists
which would, upon or after the execution and delivery of this Agreement or
Borrowers' performance hereunder, constitute a Default or an Event of Default.
No Borrower nor any of its Subsidiaries is in default, and no event has occurred
and no condition exists which constitutes, or which with the passage of time or
the giving of notice or both would constitute, a default in the payment of any
Indebtedness to any Person for Money Borrowed.

            8.1.22 Intentionally Omitted.

            8.1.23 Pension Plans. Except as disclosed on Exhibit N hereto, no
Borrower nor any of its Subsidiaries has any Plan. Each Borrower and each of
such Borrower's Subsidiaries is in full compliance with the requirements of
ERISA and the regulations promulgated thereunder with respect to each Plan. No
fact or situation that could result in a material adverse change in the
financial condition of any Borrower or any of such Borrower's Subsidiaries
exists in connection with any Plan. No Borrower nor any of such Borrower's
Subsidiaries has any withdrawal liability in connection with a Multi-employer
Plan.

            8.1.24 Trade Relations. There exists no actual or threatened
termination, cancellation or limitation of, or any modification or change in,
the business relationship between Borrowers or any of their Subsidiaries and any
customer or any group of customers whose purchases individually or in the
aggregate are material to the business of Borrowers or any of their
Subsidiaries, or with any material supplier, and there exists no present
condition or state of facts or circumstances which would materially affect


                                       33
<PAGE>

adversely any Borrower or any of such Borrower's Subsidiaries or prevent any
Borrower or any of such Borrower's Subsidiaries from conducting such business
after the consummation of the transaction contemplated by this Agreement in
substantially the same manner in which it has heretofore been conducted.

            8.1.25 Labor Relations. Except as described on Exhibit O hereto, no
Borrower nor any of its Subsidiaries is a party to any collective bargaining
agreement. There are no material grievances, disputes or controversies with any
union or any other organization of any Borrower's or any Borrower's
Subsidiaries' employees, or threats of strikes, work stoppages or any asserted
pending demands for collective bargaining by any union or organization.

            8.1.26 Bank Accounts. All of the deposit accounts, investment
accounts or other accounts in the name of or used by Borrowers and each of their
subsidiaries, maintained at any bank or other financial institution are set
forth in Exhibit V, subject to the right of Borrowers and each of their
subsidiaries to establish new accounts in accordance with Section 6.2.2 hereof.

      8.2 Continuous Nature of Representations and Warranties. Each
representation and warranty contained in this Agreement and the other Loan
Documents shall be continuous in nature and shall remain accurate, complete and
not misleading at all times during the term of this Agreement, except for
changes in the nature of any Borrower's or any Borrower's Subsidiaries' business
or operations that would render the information in any exhibit attached hereto
either inaccurate, incomplete or misleading, so long as Agent and each Required
Lender has consented to such changes or such changes are expressly permitted by
this Agreement. Without limiting the generality of the foregoing, each loan
request made pursuant to subsection 3.1.1 hereof and each request for issuance
of a Letter of Credit or LC Guaranty shall constitute each Borrower's
reaffirmation, as of the date of each such request, of each representation,
warranty or other statement made or furnished to Agent by or on behalf of
Borrowers, any Subsidiary of any Borrower, or Guarantor in this Agreement, any
of the other Loan Documents, or any instrument, certificate or financial
statement furnished in compliance with or in reference thereto.

      8.3 Survival of Representations and Warranties. All representations and
warranties of Borrowers contained in this Agreement or any of the other Loan
Documents shall survive the execution, delivery and acceptance thereof by Agent
and Lenders and the parties thereto and the closing of the transactions
described therein or related thereto.

SECTION 9. COVENANTS AND CONTINUING AGREEMENTS

      9.1 Affirmative Covenants. During the term of this Agreement, and
thereafter for so long as there are any Obligations to Agent or any Lender, each
Borrower covenants that, unless otherwise consented to by Required Lenders in
writing, it shall:

            9.1.1 Visits and Inspections. Permit representatives of Agent or any
Lender, from time to time, as often as may be reasonably requested, but only
during normal business hours or at any time and without notice if a Default or
an Event of Default has occurred and is continuing, to visit and inspect the
Properties of each Borrower and each of its Subsidiaries, inspect, audit and
make extracts from its books and records, and discuss with its officers,


                                       34
<PAGE>

employees and independent accountants, such Borrower's and its Subsidiaries'
business, assets, liabilities, financial condition, business prospects and
results of operations. Agent may conduct up to two (2) (and, as provided in
Section 2.6, on the Closing Date, the Agent anticipates one) commercial finance
audits of the Borrowers, at Borrower's expense, during each twelve (12) month
period and as many as the Agent or the Required Lenders may deem necessary or
appropriate, at Borrower's expense, if a Default or an Event of Default has
occurred and is continuing.

            9.1.2 Notices. Promptly notify Agent in writing of the occurrence of
any event or the existence of any fact which renders any representation or
warranty in this Agreement or any of the other Loan Documents inaccurate,
incomplete or misleading.

            9.1.3 Financial Statements. Keep, and cause each Subsidiary to keep,
adequate records and books of account with respect to its business activities in
which proper entries are made in accordance with GAAP reflecting all its
financial transactions; and cause to be prepared and furnished to Agent and each
Lender the following (all to be prepared in accordance with GAAP on a first-in,
first-out basis for Borrowers' interim financial statements and on a last-in,
first-out basis for Borrowers' audited financial statements, applied on a
consistent basis, unless Borrowers' certified public accountants concur in any
change therein and such change is disclosed to Agent and Lenders and is
consistent with GAAP):

                        (i) not later than ninety (90) days after the close of
                  each fiscal year of Borrowers, unqualified, audited financial
                  statements of Borrowers and their Subsidiaries as of the end
                  of such year, on a Consolidated basis, certified by a firm of
                  independent certified public accountants of recognized
                  standing selected by Borrowers but acceptable to Lenders
                  (except for a qualification for a change in accounting
                  principles with which the accountant concurs) together with
                  consolidating financial statements prepared by management of
                  Borrowers in accordance with GAAP;

                        (ii) not later than thirty (30) days after the end of
                  each month hereafter, including the last month of Borrowers'
                  fiscal year, unaudited, interim financial statements of
                  Borrowers and their Subsidiaries as of the end of such month
                  and of the portion of Borrowers' fiscal year then elapsed, on
                  a Consolidated and consolidating basis, certified by the
                  principal financial officer of Borrowers as prepared in
                  accordance with GAAP and fairly presenting the Consolidated
                  financial position and results of operations of Borrowers and
                  their Subsidiaries for such month and period subject only to
                  changes from audit and year-end adjustments and except that
                  such statements need not contain notes;

                        (iii) promptly upon Agent's request, but in any event,
                  on the last Business Day of each month, a Borrowing Base
                  Certificate which Borrowing Base Certificate will include a
                  certification from the chief financial officer or other
                  appropriate financial or accounting officer of the Borrowers
                  that the information provided is accurate, complete and not
                  misleading;


                                       35
<PAGE>

                        (iv) promptly after the sending or filing thereof, as
                  the case may be, copies of any proxy statements, financial
                  statements or reports which any Borrower has made available to
                  its shareholders (or members, in the case of a limited
                  liability company) and copies of any regular, periodic and
                  special reports or registration statements which any Borrower
                  files with the Securities and Exchange Commission or any
                  governmental authority which may be substituted therefore, or
                  any national securities exchange;

                        (v) upon Agent's request promptly after the filing
                  thereof, copies of any annual report to be filed with ERISA in
                  connection with each Plan; and

                        (vi) such other data and information (financial and
                  otherwise) as Agent or any Lender, from time to time, may
                  reasonably request, bearing upon or related to the Collateral
                  or Borrowers' and each of their Subsidiaries' financial
                  condition or results of operations.

            Concurrently with the delivery of the financial statements described
in clause (i) of this subsection 9.1.3, Borrowers shall forward to Agent and
Lenders a copy of the accountants' letter to Borrowers' management that is
prepared in connection with such financial statements. Concurrently with the
delivery of the financial statements described in clauses (i) and (ii) of this
subsection 9.1.3, or more frequently if requested by Agent, Borrowers shall
cause to be prepared and furnished to Agent and Lenders a Compliance Certificate
in the form of Exhibit P hereto executed by the Chief Financial Officer of UNF.

            9.1.4 Landlord and Storage Agreements. Upon Agent's request, provide
Agent with copies of all agreements between any Borrower or any of its
Subsidiaries and any landlord or warehouseman which owns any premises at which
any Inventory may, from time to time, be kept. Borrowers will use commercially
reasonable best efforts to obtain agreements, in form and substance satisfactory
to Agent, from all such landlords and warehousemen waiving or subordinating any
claim or lien such landlord or warehouseman may have in the Collateral, granting
access to any such premises and to the Collateral thereon for the purpose of
exercising Agent's rights and remedies, notifying Agent of breaches and defaults
under such agreements and containing such other terms and conditions as Agent
may reasonably request. In the event Borrowers are unable to obtain the
foregoing agreements, Borrowers acknowledge that Agent may establish reserves
for rent, charges and operating expenses with respect to such premises, in
Agent's discretion.

            9.1.5 Guarantor Financial Statements. Deliver or cause to be
delivered to Agent and Lenders financial statements for the Guarantors as
consolidated as a group with NRG, in form and substance reasonably satisfactory
to Agent at such intervals and covering such time periods as Agent may request.


                                       36
<PAGE>

            9.1.6 Projections. No later than the first day of each fiscal year
of Borrowers, deliver to Agent and Lenders Projections of Borrowers for the
forthcoming three (3) years, year by year, and for the forthcoming fiscal year,
month by month.

            9.1.7 Taxes and Liens. Pay and discharge, and cause each Subsidiary
to pay and discharge, all taxes, assessments and government charges upon it, its
income and Properties as and when such taxes, assessments and charges are due
and payable, unless and to the extent only that such taxes, assessments and
charges are being contested in good faith and by appropriate proceedings and
Borrowers maintain reasonable reserves on their books therefor. Borrowers shall
also pay and discharge any lawful claims which, if unpaid, might become a Lien
against any of the Borrowers' Properties except for Permitted Liens.

            9.1.8 Tax Returns. File, and cause each Subsidiary of the Borrowers
to file, all federal, state and local tax returns and other reports the
Borrowers or each Subsidiary of the Borrowers are required by law to file and
maintain adequate reserves for the payment of all taxes, assessments,
governmental charges, and levies imposed upon them, their income, or their
profits, or upon any Properties belonging to them.

            9.1.9 Business and Existence. Preserve and maintain, and cause each
Subsidiary of the Borrowers to preserve and maintain, its separate corporate or
limited liability company existence and all rights, privileges, and franchises
in connection therewith, and maintain, and cause each Subsidiary of the
Borrowers to maintain, its qualification and good standing in all states in
which such qualification is necessary in order for the Borrower or their
Subsidiaries to conduct business in such states.

            9.1.10 Maintain Properties. Maintain and cause each Subsidiary of
the Borrowers to maintain its Properties in good condition and make, and cause
each Subsidiary of the Borrowers to make all necessary renewals, repairs,
replacements, additions or improvements thereto.

            9.1.11 Compliance with Laws. Comply, and cause each Subsidiary to
(i) comply, with all laws, ordinances, governmental rules and regulations to
which it is subject, and (ii) obtain and keep in force any and all licenses,
permits, franchises, or other governmental authorizations necessary to the
ownership of its Properties or the conduct of its business, which violation or
failure to obtain might materially and adversely affect the business, prospects,
profits, properties, or condition (financial or otherwise) of the Borrowers,
taken as a whole.

            9.1.12 ERISA Compliance. (i) At all times make prompt payment of
contributions required to meet the minimum funding standard set forth in ERISA
with respect to each Plan; and (ii) notify Agent as soon as practicable of any
Reportable Event and of any additional act or condition arising in connection
with any Plan which the Borrowers believe might constitute grounds for the
termination thereof by the Pension Benefit Guaranty Corporation or for the
appointment by the appropriate United States District Court of a Trustee to
administer any Plan.


                                       37
<PAGE>

            9.1.13 Further Assurances. At Agent's request, promptly execute or
cause to be executed and delivered to Agent any and all documents, instruments
and agreements deemed reasonably necessary by Agent to give effect to or carry
out the terms or intent of this Agreement or any of the Loan Documents. Without
limiting the generality of the foregoing, if any of the Accounts, the face value
of which exceeds $250,000 arises out of a contract with the United States of
America, or any department, agency, subdivision or instrumentality thereof, the
Borrowers shall promptly notify Agent thereof in writing and shall execute any
instruments and take any other action required or requested by Agent to comply
with the provision of the Federal Assignment of Claims Act.

      9.2 Negative Covenants. During the term of this Agreement, and thereafter
for so long as there are any Obligations to Agent or any Lender, each Borrower
covenants that, unless, Agent and Required Lenders have first consented thereto
in writing, it will not:

            9.2.1 Mergers; Consolidations; Acquisitions. Merge or consolidate or
permit any Subsidiary or of Borrowers to merge or consolidate, with any Person
(except for mergers or consolidations among the Borrowers or mergers or
consolidations of Subsidiaries with a Borrower or Borrowers); nor acquire or
permit any of its Subsidiaries to acquire all or any substantial part of the
Properties or stock or securities of any Person, provided, that, so long as no
Default or Event of Default exists or has occurred and is continuing, Borrowers
may purchase businesses in the lines of business conducted by the Borrowers
which Borrowers have determined, in their reasonable business judgment, would
enhance the business, operations, prospects and condition (financial or
otherwise) of the Borrowers provided that each of the following conditions are
satisfied (each such transaction a "Permitted Acquisition"): (a) not more than
(i) $10,000,000 in any single acquisition or investment and $25,000,000 in the
aggregate for all acquisitions and/or investments in any fiscal year of
Borrowers shall be paid in cash and/or incurred Indebtedness by Borrowers or
(ii) in cases in which the consideration paid by Borrowers is shares of UNF
common stock, the aggregate purchase price paid by Borrowers shall not exceed
$25,000,000 in value for all such stock acquisitions in any fiscal year of
Borrowers or (iii) in transactions involving any combination of cash, incurred
Indebtedness and/or UNF common stock, subject to the foregoing limits (subject
in all such cases to the limitations of Section 11.1.12 hereof); (b) Agent shall
have determined, that after giving effect to all payments to be made by
Borrowers in connection with such acquisition or investment, Borrowers shall
have Availability of at least $20,000,000; (c) the Borrowers shall furnish to
the Agent notice and copies of any letter of intent or other memorandum of
understanding and purchase documents for any acquisition they may contemplate
and in the event that Borrowers wish to have the Accounts and Inventory of the
entity to be acquired or invested in be included in the Borrowing Base,
Borrowers' shall arrange for Agent and its representatives to have reasonable
access to financial information and the assets and Properties to be acquired
which will, upon consummation of the acquisition, become Collateral for the
Obligations; (d) if any such acquisition is structured as the acquisition of
stock or other securities of a Person to be acquired or Borrowers create a
Subsidiary to make the acquisition, at the election of the Agent, such entity
shall become a Borrower hereunder by entering into a joinder agreement in form
and substance satisfactory to Agent, or Borrowers shall cause such entity to
enter into a guaranty of the Obligations and, in each case, such entity shall
grant to Agent a security interest such of its assets that would constitute
Collateral hereunder to secure such guaranty reasonably satisfactory to the


                                       38
<PAGE>

Agent; and (e) if any indebtedness is to be issued to any seller in connection
with any such transaction, the holder of such indebtedness shall enter into a
subordination agreement in favor of the Agent and Lenders in form and substance
satisfactory to Agent. The Agent agrees to enter into confidentiality agreements
with the Persons that Borrower may acquire on terms mutually agreeable to Agent
and such Person.

            9.2.2 Loans. Make, or permit any Subsidiary of Borrowers to make,
any loans or other advances of money (other than for salary, travel advances,
advances against commissions and other similar advances in the ordinary course
of business) to any Person; provided, however, that Borrowers may (i)
memorialize existing accounts receivable as instruments (provided such accounts
receivable shall not be Eligible Accounts), (ii) make loans to customers in the
normal course of business and on appropriate commercial terms and security to
assist customers in opening stores and (iii) accept promissory notes for loans
to their customers in the normal course of business and on appropriate
commercial terms and security, in each case, to the extent not prohibited by the
terms of this Agreement and Borrowers may make loans or other advances of money
between and among the Borrowers and the Guarantors in the ordinary course of
business.

            9.2.3 Total Indebtedness. Create, incur, assume, or suffer to exist,
or permit any Subsidiary of any Borrower to create, incur or suffer to exist,
any Indebtedness, except:

                        (i) Obligations owing to Agent, FCC or Lenders hereunder
                  or under the Loan Documents;

                        (ii) Trade payables and normal expense accruals in the
                  ordinary course of business, not yet due and payable, or with
                  respect to which a Borrower is contesting in good faith the
                  amount or the validity thereof in appropriate proceedings
                  diligently pursued and with respect to which adequate reserves
                  have been set aside on its books;

                        (iii) Indebtedness under the ESOP Notes to the extent
                  that such Indebtedness is attributable to UNF in accordance
                  with GAAP;

                        (iv) Permitted Purchase Money Indebtedness;

                        (v) Contingent liabilities arising out of endorsements
                  of checks and other negotiable instruments for deposit or
                  collection in the ordinary course of business;

                        (vi) Indebtedness otherwise permitted under Subsection
                  9.2.1;

                        (vii) Unsecured Indebtedness incurred among the
                  Borrowers;

                        (viii) Indebtedness not to exceed in principal amount
                  the greater of $38,833,331.33 or seventy five percent (75%) of
                  the appraised fair market value of the real property mortgaged
                  to secure the Term Loan and the interest rate swap and hedging
                  agreements and instruments relating thereto; and


                                       39
<PAGE>

                        (ix) Indebtedness not included in paragraphs (i) through
                  (viii) above which is not secured by any Lien on any
                  Collateral and does not exceed at any time, in the aggregate
                  $30,000,000 as to all Borrowers and their Subsidiaries.

            9.2.4 Affiliate and Subsidiary Transactions. Enter into, or be a
party to, or permit any Subsidiary of a Borrower to enter into or be a party to,
any transaction with any Affiliate of any Borrower or stockholder of any
Borrower except in the ordinary course of and pursuant to the reasonable
requirements of such Borrowers or such Subsidiary's business and upon fair and
reasonable terms which are set forth on Exhibit S or fully disclosed to Agent
and are no less favorable to Borrower than would obtain in a comparable arm's
length transaction with a Person not an Affiliate or stockholder of Borrowers or
such Subsidiary.

            9.2.5 Limitation on Liens. Create or suffer to exist, or permit any
Subsidiary of Borrowers to create or suffer to exist, any Lien upon any
Property, income or profits, whether now owned or hereafter acquired, except:

                        (i) Liens at any time granted in favor of Agent, FCC or
                  any Lender pursuant hereto or the other Loan Documents;

                        (ii) Liens for taxes (excluding any Lien imposed
                  pursuant to any of the provisions of ERISA) not yet due, or
                  being contested in the manner described in subsection 8.1.14
                  hereto, but only if in Agent's judgment such Lien does not
                  adversely affect Agent's rights or the priority of Agent's
                  Lien in the Collateral;

                        (iii) Liens arising in the ordinary course of Borrowers'
                  business by operation of law or regulation, but only if
                  payment in respect of any such Lien is not at the time
                  required and such Liens do not, in the aggregate, materially
                  detract from the value of the Property of Borrowers or
                  materially impair the use thereof in the operation of
                  Borrowers' business;

                        (iv) Purchase Money Liens securing Permitted Purchase
                  Money Indebtedness;

                        (v) Liens securing Indebtedness of any one of Borrowers'
                  Subsidiaries to Borrowers or another such Subsidiary;

                        (vi) such other Liens as appear on Exhibit Q hereto; and

                        (vii) attachment, judgment, and other similar non-tax
                  liens arising in connection with court proceedings, but only
                  if and for so long as the execution or other enforcement of
                  such liens is and continues to be effectively stayed and
                  bonded on appeal, the validity and amount of the claims


                                       40
<PAGE>

                  secured thereby are being actively contested in good faith and
                  by appropriate lawful proceedings and such liens do not, in
                  the aggregate, materially detract from the value of the
                  Property of the Borrowers or materially impair the use thereof
                  in the operation of the Borrowers' business;

                        (viii) reservations, exceptions, easements, rights of
                  way, and other similar encumbrances effecting real property,
                  provided that, in Agent's sole judgment, they do not in the
                  aggregate materially detract from the value of said Properties
                  or materially interfere with their use in the ordinary conduct
                  of the Borrowers' business

                        (ix) mortgage liens on the Real Property of Borrowers
                  securing the Term Loan and other indebtedness owing under the
                  Term Loan Agreement;

                        (x) Liens on assets of the Borrowers that do not
                  constitute Collateral hereunder; and

                        (xi) such other Liens as Agent and Required Lenders may
                  hereafter approve in writing.

            9.2.6 Subordinated Debt. Issue or enter into any agreement to issue
Subordinated Debt except upon terms and provisions relating to the maturity and
repayment thereof and terms relating to the subordination of payment thereof to
the Obligations, in each case reasonably acceptable to the Agent.

            9.2.7 Distributions. Declare or make, or permit any Subsidiary of
Borrowers to declare or make, any Distributions except (a) Distributions made by
a wholly-owned Subsidiary of a Borrower to such Borrower in the ordinary course
of business, (b) dividends made in the form of common stock of a Borrower (so
long as after giving effect thereto no Default or Event of Default shall exist
or shall occur as a result thereof), (c) repurchases by UNF of its common stock
from time to time, and (d) dividends paid in cash provided that Borrowers shall
give the Agent not less than thirty (30) days prior notice before any action is
taken to approve and/or declare any such cash dividend and with such notice
furnish the Agent with pro forma financial statements demonstrating that after
giving effect to the proposed cash dividend no Default or Event of Default shall
exist or shall occur as a result thereof and Borrowers shall have Availability
of at least $20,000,000 at the time such cash dividend is declared and at the
time such cash dividend is paid.

            9.2.8 Intentionally Omitted.

            9.2.9 Disposition of Collateral. Sell, lease or otherwise dispose of
any of, or permit any Subsidiary of any Borrower to sell, lease or otherwise
dispose of any of, the Collateral, including any disposition of Collateral as
part of a sale and leaseback transaction, to or in favor of any Person, except
(i) sales of Inventory in the ordinary course of business for so long as no


                                       41
<PAGE>

Event of Default exists hereunder, (ii) a transfer of Collateral to any Borrower
by a Subsidiary of such Borrower or (iii) dispositions expressly authorized by
this Agreement.

            9.2.10 Stock of Subsidiaries. Permit any of Borrowers' Subsidiaries
to issue any additional shares of its capital stock except director's qualifying
shares.

            9.2.11 Bill-and-Hold Sales, Etc. Make a sale to any customer on a
bill-and-hold, guaranteed sale, sale and return, sale on approval or consignment
basis, or any sale on a repurchase or return basis.

            9.2.12 Restricted Investment. Make or have, or permit any Subsidiary
of Borrowers to make or have, any Restricted Investment.

            9.2.13 Intentionally Omitted.

            9.2.14 Tax Consolidation. File or consent to the filing of any
consolidated income tax return with any Person other than a Subsidiary of
Borrowers.

            9.2.15 Business Locations. Transfer its principal place of business
or chief executive office, or open any new business location or maintain
warehouses other than as set forth on Exhibit C hereto, except upon at least
thirty (30) days prior written notice to Agent.

            9.2.16 Guaranties. Except as set forth in Exhibit G hereto,
guaranty, assume, endorse or otherwise, in any way, become directly or
contingently liable with respect to the Indebtedness of any Person except by
endorsement of instruments or items of payment for deposit or collection,
provided, however, that the Borrowers may (a) enter into guaranties in the
ordinary course of business of indebtedness and obligations incurred by
Borrowers and their Subsidiaries, (b) make payments (but not prepayments) of
principal and interest when due under the terms of the ESOP Notes to the extent
that no Default or Event of Default shall have occurred and be continuing at the
time of or after giving effect to any such payment, (c) guaranty on an unsecured
basis the obligations of Subsidiaries established to make acquisitions or
investments permitted under Subsection 9.2.1 hereof, and (d) enter into
guaranties and environmental indemnity agreements pursuant to the Term Loan
Agreement with respect to the Term Loan and the mortgages securing such Term
Loan.

            9.2.17 Adverse Transactions. Enter into any transaction or permit
any Subsidiary to enter into any transaction, which materially and adversely
affects or may materially adversely affect the Collateral or the Borrowers'
ability to repay the Obligations or permit or agree to any material extension,
compromise or settlement or make any change or modification of any kind or
nature with respect to any Account, including any of the terms relating thereto,
other than discounts and allowances in the ordinary course of business, all of
which shall be reflected in the Schedules of Accounts submitted to Agent
pursuant to Subsection 7.2.1 of this Agreement.

            9.2.18 Subsidiaries. Hereafter create any Subsidiary except as
provided in Subsection 9.2.1 hereof.


                                       42
<PAGE>

            9.2.19 Change of Business. Enter into any new business or make any
material change in any of Borrowers' business objectives, purposes and
operations.

            9.2.20 Name of Borrowers. Use any corporate or limited liability
company name (other than its own) or any fictitious name, trade style or "d/b/a"
except for the names disclosed on Exhibit F attached hereto.

            9.2.21 Use of Agent's or any Lender's Name. Without prior written
consent of Agent or such Lender, use the name of Agent or any Lender or the name
of any Affiliates of Agent or any Lender in connection with any of the
Borrowers' business or activities, except in connection with internal business
matters, as required in dealings with governmental agencies and financial
institutions and to trade creditors of the Borrowers solely for credit reference
purposes.

            9.2.22 Margin Securities. Own, purchase or acquire (or enter into
any contracts to purchase or acquire) any "margin security" as defined by any
regulation of the Federal Reserve Board as now in effect or as the same may
hereafter be in effect unless, prior to any such purchase or acquisition or
entering into any such contract, Agent shall have received an opinion of counsel
satisfactory to Agent that the effect of such purchase or acquisition will not
cause this Agreement to violate regulations (T), (U) or (X) or any other
Regulations of the Federal Reserve Board then in effect.

      9.3 Specific Financial Covenants. During the term of this Agreement, and
thereafter for so long as there are any Obligations to Agent or any Lender, each
Borrower covenants that, unless otherwise consented to by Agent and Required
Lenders in writing, Borrowers shall:

            9.3.1 Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage
Ratio of not less than 1.5 to 1 calculated at the end of each fiscal quarter on
a rolling four quarter basis.

            9.3.2 Minimum Net Worth. Maintain a Net Worth on a Consolidated
basis of not less than: (i) as of the last day of the fiscal quarter ended
January 31, 2004, $204,519,000; (ii) as of the last day of the fiscal quarter
ending April 30, 2004, $204,519,000 plus fifty percent (50%) of the Consolidated
net earnings (but not loss) of the Borrowers, as determined in accordance with
GAAP, for such fiscal quarter and (iii) as of the end of each succeeding fiscal
quarter, $204,519,000 plus the Consolidated net earnings amount as calculated
pursuant hereto for all the preceding fiscal quarters commencing with the fiscal
quarter ending April 30, 2004 plus fifty percent (50%) of the Consolidated net
earnings (but not loss) of the Borrowers, as determined in accordance with GAAP,
for such succeeding fiscal quarter.

SECTION 10. CONDITIONS PRECEDENT

      10.1 Conditions Precedent to Initial Credit Extensions. Notwithstanding
any other provision of this Agreement or any of the other Loan Documents, and
without affecting in any manner the rights of each Lender and Agent under the


                                       43
<PAGE>

other sections of this Agreement, no Lender shall be required to make the
initial Revolving Credit Loans under this Agreement unless and until each of the
following conditions has been and continues to be satisfied:

            10.1.1 Documentation. Agent and each Lender shall have received, in
form and substance satisfactory to Agent and each such Lender, a duly executed
copy of this Agreement and the other Loan Documents (including ratifications of
Loan Documents), together with such additional documents, instruments and
certificates as Agent and each Lender shall require in connection therewith from
time to time, all in form and substance satisfactory to Agent and such Lender.

            10.1.2 No Default. No Default or Event of Default shall exist.

            10.1.3 Other Loan Documents. Each of the conditions precedent set
forth in the other Loan Documents shall have been satisfied.

            10.1.4 Availability. Agent shall have determined that immediately
after Lenders have made the initial Loans, and FCC has issued the initial
Letters of Credit and LC Guaranties, contemplated hereby, and all closing costs
incurred in connection with the transactions contemplated hereby have been paid,
Availability shall not be less than $10,000,000.

            10.1.5 Corporate Documents. The receipt by the Agent of (i)
certified copies of the charter and by-laws (or equivalent constitutional
documents) of each Borrower, (ii) a long-form legal existence and, to the extent
available, good standing certificate issued by the Secretary of State of the
jurisdiction of incorporation or organization of each Borrower and (iii)
certified copies of all corporate or limited liability company authority for
each Borrower (including, without limitation, board of director resolutions and
evidence of the incumbency, including specimen signatures, of officers) with
respect to the execution, delivery and performance of such of the Loan Documents
to which such Borrower is intended to be a party and each other document to be
delivered by such Borrower from time to time in connection herewith and the
extensions of credit hereunder (and the Agent and each Lender may conclusively
rely on such certificate until it receives notice in writing from such Borrower
to the contrary).

            10.1.6 Borrowing Notice. The receipt by the Agent of the notice of
borrowing required herein.

            10.1.7 Opinions of Counsel to the Borrowers. The receipt by the
Agent of an opinion, dated the Closing Date, of Cameron & Mittleman LLP, counsel
to the Borrowers and Guarantors, covering such matters as the Agent may
reasonably request.

            10.1.8 Notes. The receipt by the Agent of Revolving Credit Notes and
SwingLine Note, duly completed and executed for each Lender.

            10.1.9 Intentionally Omitted .

            10.1.10 No Adverse Litigation or Proceeding. No action, proceeding,
investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or legislative body to enjoin,
restrain or prohibit, or to obtain damages in respect of, or which is related to
or arises out of this Agreement or the consummation of the transactions
contemplated hereby.


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<PAGE>

            10.1.11 Consents, Etc. The receipt by the Agent of a certificate of
a senior officer of each Borrower to the effect that, on and as of the Closing
Date, all necessary governmental and third party consents and approvals in
connection with the transactions contemplated by this Agreement have been
obtained and remain in effect and that all applicable waiting periods have
expired.

            10.1.12 Payment of Fees. The payment by the Borrowers of such fees
as the Borrowers shall have agreed to pay or deliver to any Lender or the Agent
in connection herewith, including, without limitation, any and all arrangement
and administrative, syndication, or documentation fees due to the Agent,
up-front fees due to the Lenders, and the reasonable fees and expenses of Brown
Rudnick Berlack Israels, LLP, special counsel to Agent in connection with the
negotiation, preparation, execution and delivery of this Agreement and the Notes
and the other Loan Documents and the making of the extensions of credit
hereunder (to the extent that statements for such fees and expenses have been
delivered to the Borrowers).

            10.1.13 Capital Structure. Evidence that the capital structure of
each of the Borrowers is satisfactory to Agent.

            10.1.14 Due Diligence. Satisfactory completion by Agent of
financial, business, environmental and collateral due diligence including,
without limitation, a collateral exam conducted by Agent or its third party
designee, and satisfactory completion of legal due diligence by Agent's legal
counsel.

            10.1.15 Labor Relations. All collective bargaining agreements are in
full force and effect and no material grievances, disputes or controversies
exist with any union or any other organization of any of Borrowers' or any
Subsidiary of any Borrower's employees, and there exist no threats of strikes,
work stoppages or any asserted or pending demands for collective bargaining by
any union or organization.

            10.1.16 Financial Statements. Receipt by Agent and Lenders of all
financial information and projections requested by Agent or any Lender in form,
substance and detail satisfactory to Agent.

            10.1.17 Cash Management. Implementation of blocked account and
lockbox agreements and a cash management and collections system satisfactory to
Agent.

            10.1.18 Intentionally Omitted.

            10.1.19 No Material Adverse Change. Since the last fiscal year end
of each Borrower, there shall not have occurred any material adverse change in
the business, operations or condition (financial or otherwise) of any Borrower
or any of its Subsidiaries, or the existence or value of any Collateral or any
event, condition or state of facts which would reasonably be expected to
materially and adversely affect the business, operations or conditions
(financial or otherwise) of any Borrower or any of its Subsidiaries.


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<PAGE>

10.1.20 Insurance. Borrowers shall deliver to Agent copies of Borrowers'
casualty insurance policies, together with certificates of insurance evidencing
loss payable endorsements on Agent's standard form of loss payee endorsement
naming Agent as loss payee, as applicable, and certified copies of Borrowers'
liability insurance policies, together with endorsements showing Agent as an
additional insured.

            10.1.21 Other Documents. Such other documents as the Agent Lender or
counsel to Agent may reasonably request.

      10.2 Conditions Precedent to all Credit Extensions. Notwithstanding any
other provision of this Agreement or any of the other Loan Documents, and
without affecting in any manner the rights of Agent and Lenders under the other
sections of this Agreement, Lenders shall not be required to make any Loans or
otherwise extend any credit to or for the benefit of Borrowers, unless and until
each of the following conditions has been and continues to be satisfied:

            10.2.1 No Defaults. No Default or Event of Default shall exist at
the time of, or would result from, the funding of such Loan or the making of
such other extension of credit.

            10.2.2 Representations and Warranties. The representation and
warranties made by Borrowers in this Agreement and in each of the Loan Documents
shall be true and complete in all material respects on and as of the date of
such Loans or extensions of credit and there are no material misstatements or
omission contained in any of the materials provided to Agent or any Lender on
behalf of the Borrowers.

            10.2.3 No Litigation. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, or which is related to or arises
out of, this Agreement or the consummation of the transactions contemplated
hereby.

            10.2.4 No Material Adverse Effect. No event shall have occurred and
no condition shall exist which has or may be reasonably likely to have a
Material Adverse Effect.

SECTION 11. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

      11.1 Events of Default. The occurrence of one or more of the following
events shall constitute an "Event of Default":

            11.1.1 Payment of Notes. The Borrowers shall fail to pay (a)
principal or premium, if any, owing on the Revolving Credit Notes, on the due
date thereof or (b) any installment of interest owing on the Revolving Credit
Notes, on the due date thereof, and such failure to pay interest shall continue
for five (5) days; provided, that, such five (5) day period shall not apply if
there was a prior failure to pay interest within the preceding four (4) month
period (whether, in any such case, due at stated maturity, on demand, upon
acceleration or otherwise).


                                       46
<PAGE>

            11.1.2 Payment of Other Obligations. Borrowers shall fail to pay any
of the Obligations that are not evidenced by the Revolving Credit Notes on the
due date thereof (whether due at stated maturity, on demand, upon acceleration
or otherwise) and such failure shall continue for five (5) days; provided, that,
such five (5) day period shall not apply if there was a prior failure to pay any
such Obligation within the preceding four (4) month period.

            11.1.3 Misrepresentations. Any representation, warranty or other
statement made or furnished to Agent or Lenders by or on behalf of any Borrower,
any Subsidiary of any Borrower, or any Guarantor in this Agreement, any of the
other Loan Documents or any instrument, certificate or financial statement
furnished in connection with or in reference thereto proves to have been false
or misleading in any material respect when made or furnished or when reaffirmed
pursuant to Section 8.2 hereof.

            11.1.4 Breach of Specific Covenants.

                        (i) Any Borrower shall fail or neglect to perform, keep
                  or observe any covenant contained in Section 9.3 hereof on the
                  date that such Borrower is required to perform, keep or
                  observe such covenant, or

                        (ii) Any Borrower shall fail or neglect to perform, keep
                  or observe any covenant contained in Sections 6.3, 7.1.1, 7.2,
                  7.3, 7.4, 9.1.1, 9.1.3, or 9.2 hereof on the date that such
                  Borrower is required to perform, keep or observe such covenant
                  and such failure has continued for fifteen (15) days from the
                  first to occur of the date when performance was required or
                  Agent shall notify Borrowers of such failure provided that
                  such fifteen (15) day period shall not apply in the case of
                  (a) any failure to observe any such provision which is not
                  capable of being cured at all or within such fifteen (15) day
                  period or which was the subject of a prior failure within the
                  preceding four (4) month period or (b) an intentional breach
                  or failure to perform any of the foregoing provisions by any
                  Borrower.

            11.1.5 Breach of Other Covenants. Any Borrower shall fail or neglect
to perform, keep or observe any covenant contained in this Agreement (other than
a covenant which is dealt with specifically elsewhere in Section 11.1 hereof)
and the breach of such other covenant is not cured to Agent's and the Required
Lenders' satisfaction within thirty (30) days after the sooner to occur of
Borrowers' receipt of notice of such breach from Agent or the date on which such
failure or neglect first becomes known to any officer of Borrowers.

            11.1.6 Default Under Security Documents/Other Agreements. Any event
of default shall occur under, or any Borrower or Guarantor shall default in the
performance or observance of any term, covenant, condition or agreement
contained in, any of the Security Documents or the Other Agreements and such
default shall continue beyond any applicable grace period.

            11.1.7 Other Defaults. There shall occur any default or event of
default on the part of any Borrower under any agreement, document or instrument
to which any Borrower is a party or by which any Borrower or any of its Property


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<PAGE>

is bound, creating or relating to any Indebtedness (other than the Obligations)
in excess of $1,000,000 if the payment or maturity of such Indebtedness is
accelerated in consequence of such event of default or demand for payment of
such Indebtedness is made.

            11.1.8 Uninsured Losses. Any material loss, theft, damage or
destruction of any of the Collateral not fully covered (subject to such
deductibles as Agent shall have permitted) by insurance, or a sale, lease or
encumbrance of any Collateral or the making of a levy, seizure, or attachment
thereof or thereon in excess of $1,000,000 except in all cases as may be
specifically permitted by other provisions of this Agreement.

            11.1.9 Adverse Changes. There shall occur any material adverse
change in the financial condition or business prospects of Borrowers taken as a
whole.

            11.1.10 Insolvency and Related Proceedings. Any Borrower or any
Guarantor shall cease to be Solvent or shall suffer the appointment of a
receiver, trustee, custodian or similar fiduciary, or shall make an assignment
for the benefit of creditors, or any petition for an order for relief shall be
filed by or against any Borrower or any Guarantor under the Bankruptcy Code (if
against any Borrower or any Guarantor, the continuation of such proceeding for
more than thirty (30) days), or any Borrower or any Guarantor shall make any
offer of settlement, extension or composition to their respective unsecured
creditors generally.

            11.1.11 Business Disruption; Condemnation. (a) There shall occur a
cessation of a substantial part of the business of any Borrower, any Subsidiary
of a Borrower or any Guarantor; or any Borrower, any Subsidiary of a Borrower or
any Guarantor shall suffer the loss or revocation of any license or permit now
held or hereafter acquired by such Borrower, Subsidiary or Guarantor; or any
Borrower or any Guarantor shall be enjoined, restrained or in any way prevented
by court, governmental or administrative order from conducting all or any part
of its business affairs; or any lease or agreement pursuant to which any
Borrower or any Guarantor leases, uses or occupies any Property shall be
canceled or terminated prior to the expiration of its stated term, and any of
the foregoing, has or could reasonably be expected to have a material adverse
effect on the business, operations, prospects, properties or condition of the
Borrowers taken as a whole, or on the ability of the Borrowers to perform the
Obligations; or (b) any material part of the Collateral shall be taken through
condemnation or the value of such Property shall be impaired through
condemnation.

            11.1.12 Fundamental Change. (a) There shall occur a Fundamental
Change with respect to UNF. A Fundamental Change shall mean any of the
following:

                  (i) a "person" or "group" (within the meaning of Sections
            13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act")), becoming the "beneficial owner" (as
            defined in Rule 13d-3 under the Exchange Act) of Voting Stock of UNF
            entitled to exercise more than 50% of the total voting power of all
            outstanding Voting Stock of UNF (including any right to acquire
            Voting Stock that is not then outstanding of which such person or
            group is deemed the beneficial owner); or


                                       48
<PAGE>

                  (ii) a change in the Board of Directors in which the
            individuals who constituted the Board of Directors at the beginning
            of the one-year period immediately preceding such change (together
            with any other director whose election by the Board of Directors or
            whose nomination for election by the shareholders of UNF was
            approved by a vote of at least two-thirds of the directors then in
            office who either were directors at the beginning of such period or
            whose election or nomination for election was previously so
            approved) cease for any reason to constitute a majority of the
            directors then in office; or

                  (iii) any consolidation of UNF with, or merger of UNF into,
            any other Person, any merger of another Person into UNF, or any sale
            or transfer of all or substantially all of the assets of UNF to
            another Person (other than (v) a merger which does not result in any
            reclassification, conversion, exchange or cancellation of
            outstanding shares of capital stock, (w) a merger which is effected
            solely to change the jurisdiction of incorporation of UNF, (x) any
            consolidation with or merger of UNF into a Subsidiary of UNF, or any
            sale or transfer by UNF of all or substantially all of its assets to
            one or more of its Subsidiaries, in any one transaction or a series
            of transactions, provided, in any such case, that the resulting
            corporation or each such Subsidiary assumes the Obligations under
            the Loan Documents; or (y) a merger or consolidation in which the
            holders of UNF's Voting Stock immediately prior to such event
            continue to hold more than 50% of the Voting Stock outstanding
            immediately after such event; or (z) a transaction permitted under
            subsection 9.2.1); or

                  (iv) a change in control or any change in the ownership of any
            Borrower other than UNF or of any Subsidiary of any Borrower shall
            occur such that UNF shall cease to own and control directly or
            indirectly 100% of the issued and outstanding Voting Stock thereof
            (or membership interests if such Borrower or Subsidiary is a limited
            liability company) or any sale or transfer of all or substantially
            all the assets of a Borrower or a Subsidiary of a Borrower to
            another Person, other than a sale or transfer to another Borrower.

            11.1.13 ERISA. A Reportable Event shall occur which Required Lenders
or Agent, in their sole discretion, shall determine in good faith constitutes
grounds for the termination by the Pension Benefit Guaranty Corporation of any
Plan or for the appointment by the appropriate United States district court of a
trustee for any Plan, or if any Plan shall be terminated or any such trustee
shall be requested or appointed, or if any Borrower, any Subsidiary of any
Borrower or any Guarantor is in "default" (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multi-employer Plan resulting from
Borrower's, such Subsidiary's or such Guarantor's complete or partial withdrawal
from such Plan.

            11.1.14 Challenge to Agreement. Any Borrower, any Subsidiary of any
Borrower or any Guarantor, or any Affiliate of any of them, shall challenge or
contest in any action, suit or proceeding the validity or enforceability of this


                                       49
<PAGE>

Agreement, or any of the other Loan Documents, the legality or enforceability of
any of the Obligations or the perfection or priority of any Lien granted to
Agent.

            11.1.15 Repudiation of or Default Under Guaranty Agreement. Any
Guarantor shall revoke or attempt to revoke the Guaranty Agreement signed by
such Guarantor, or shall repudiate such Guarantor's liability thereunder or
shall be in default under the terms thereof.

            11.1.16 Criminal Forfeiture. Any Borrower, any Subsidiary of any
Borrower or any Guarantor shall be criminally indicted or convicted under any
law that could lead to a forfeiture of any Property of any Borrower, any
Subsidiary of any Borrower or any Guarantor.

            11.1.17 Judgments. Any money judgment, writ of attachment or similar
process is filed against any Borrower, any Subsidiary of any Borrower, or any of
their respective Property in an amount in excess of $1,000,000 and such
judgment, attachment, or similar process is not satisfied or stayed on appeal
within thirty (30) days.

            11.1.18 Default Under Term Loan. A default or event of default shall
occur under the Term Loan Agreement.

      11.2 Acceleration of the Obligations. Without in any way limiting the
right of Agent to demand payment of any portion of the Obligations payable on
demand in accordance with Section 3.2 hereof, upon or at any time after the
occurrence of an Event of Default, and for so long as such Event of Default may
exist, Agent may at its discretion (and, upon written instructions to do so from
the Required Lender, shall) declare all or any portion of the Obligations to be,
whereupon the same shall become without presentment, demand, protest or further
notice, at once due and payable and Borrowers shall forthwith pay to Agent for
the Pro Rata benefit of Lenders, the full amount of such Obligations, provided,
that upon the occurrence of an Event of Default specified in subsection 11.1.10
hereof, all of the Obligations shall become automatically due and payable
without declaration, notice or demand by Agent or Required Lenders.

      11.3 Other Remedies. Upon and after the occurrence of an Event of Default,
Agent may in its discretion (and, upon receipt of written direction of Required
Lenders shall) exercise from time to time the following other rights and
remedies:

            11.3.1 All of the rights and remedies of a secured party under the
UCC or under other applicable law, and all other legal and equitable rights to
which Agent may be entitled, all of which rights and remedies shall be
cumulative and shall be in addition to any other rights or remedies contained in
this Agreement or any of the other Loan Documents, and none of which shall be
exclusive.

            11.3.2 The right to take immediate possession of the Collateral, and
to (i) require Borrowers to assemble the Collateral, at Borrowers' expense, and
make it available to Agent at a place designated by Agent which is reasonably
convenient to the parties, and (ii) enter any premises where any of the


                                       50
<PAGE>

Collateral shall be located and to keep and store the Collateral on said
premises until sold (and if said premises be the Property of Borrowers,
Borrowers agree not to charge Agent or Lenders for storage thereof).

            11.3.3 The right to sell or otherwise dispose of all or any
Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by law, in lots or in bulk, for cash or on credit, all as Agent, in
its sole discretion, may deem advisable. Agent may, at Agent's option, disclaim
any and all warranties regarding the Collateral in connection with any such
sale. Borrowers agree that ten (10) days written notice to Borrowers of any
public or private sale or other disposition of Collateral shall be reasonable
notice thereof, and such sale shall be at such locations as Agent may designate
in said notice. Agent shall have the right to conduct such sales on Borrowers'
premises, without charge therefore and such sales may be adjourned from time to
time in accordance with applicable law. Agent shall have the right to sell,
lease or otherwise dispose of the Collateral, or any part thereof, for cash,
credit or any combination thereof, and Agent may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against the Obligations. The proceeds realized from the sale of any Collateral
may be applied, after allowing two (2) Business Days for collection, first to
the costs, expenses and attorneys' fees incurred by Agent and Lenders in
collecting the Obligations, in enforcing the rights of Lenders under the Loan
Documents and in collecting, retaking, completing, protecting, removing,
storing, advertising for sale, selling and delivering any Collateral and
thereafter as provided under Section 4.3.

            11.3.4 Agent is hereby granted a license or other right to use,
without charge, Borrowers' labels, patents, copyrights, rights of use of any
name, trade secrets, trade names, trademarks and advertising matter, software
and associated materials and information or any Property of a similar nature, as
it pertains to the Collateral, in advertising for sale and selling any
Collateral and Borrowers' rights under all licenses and all franchise agreements
shall inure to each Lender's benefit.

            11.3.5 Agent may, at its option, require Borrowers to deposit with
Agent funds equal to the LC Amount and, if Borrowers fail to promptly make such
deposit, Lenders may advance such amount as a Base Rate Advance (whether or not
an Overadvance is created thereby). Any such deposit or advance shall be held by
Agent as a reserve to fund future payments on such LC Guaranties and future
drawings against such Letters of Credit. At such time as all LC Guaranties have
been paid or terminated and all Letters of Credit have been drawn upon or
expired, any amounts remaining in such reserve shall be applied against any
outstanding Obligations, or, if all Obligations have been indefeasibly paid in
full, returned to Borrowers.

            11.3.6 Each Borrower and each Guarantor hereby grants to Agent, each
Lender, the Bank and each Participating Lender a lien, security interest and
right of setoff as security for all Obligations, whether now existing or
hereafter arising, upon and against all deposits, credits, Collateral or other
Property, now or hereafter in the possession, custody, safekeeping or control of
Agent, any Lender, any Participating Lender, Bank or any Affiliate of any of the
foregoing, or in transit to any of them. At any time upon and during the
continuance of an Event of Default, without demand or notice, Agent, any Lender,


                                       51
<PAGE>

and any Participating Lender may set off the same or any part thereof or cause
such set off to occur and apply the same to any liability or obligation of
Borrowers and any Guarantor even though unmatured and regardless of the adequacy
of any other Collateral securing the Obligations. Notwithstanding the foregoing,
Agent and each Lender and Participating Lender agree with each other that it
shall share any such set off on a Pro Rata basis with the Agent, other Lenders
and Participating Lenders. ANY AND ALL RIGHTS TO REQUIRE AGENT, ANY LENDER OR
ANY PARTICIPATING LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY BORROWER
OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

            11.3.7 Agent may (and upon the direction of the Required Lenders,
shall) appoint, remove and reappoint or cause to be appointed, removed and
reappointed any person or persons, including an employee or agent of Agent, to
be a receiver (the "Receiver") which term shall include a receiver and manager
of, or agent for, all or any part of the Collateral. Any such Receiver shall, as
far as concerns responsibility for his acts, be deemed to be the agent of
Borrowers and not of Agent, and Agent shall not in any way be responsible for
any misconduct, negligence or malfeasance of such Receiver, his employees or
agents. Except as otherwise directed by Agent, all money received by such
Receiver shall be received in trust for and paid to Agent. Such Receiver shall
have all of the powers and rights of Agent described in this Section 11. Agent
may, either directly or through its agents or nominees, exercise any or all
powers and rights of a Receiver.

      11.4 Remedies Cumulative. All covenants, conditions, provisions,
warranties, guaranties, indemnities, and other undertakings of Borrowers
contained in this Agreement and the other Loan Documents, or in any document
referred to herein or contained in any agreement supplementary hereto or in any
exhibit or schedule or in any Guaranty Agreement given to Agent or Lenders or
contained in any other agreement between Agent, Lenders, and Borrowers,
heretofore, concurrently, or hereafter entered into, shall be deemed cumulative
to and not in derogation or substitution of any of the terms, covenants,
conditions, or agreements of Borrowers herein contained. The failure or delay of
Agent or Lenders to require strict performance by Borrowers of any provision of
this Agreement or to exercise or enforce any rights, Liens, powers, or remedies
hereunder or under any of the aforesaid agreements or other documents or
security or Collateral shall not operate as a waiver of such performance, Liens,
rights, powers and remedies, but all such requirements, Liens, rights, powers,
and remedies shall continue in full force and effect until all Loans and all
other Obligations owing or to become owing from Borrowers to Agent and Lenders
shall have been fully satisfied. None of the undertakings, agreements,
warranties, covenants and representations of Borrower contained in this
Agreement or any of the other Loan Documents shall be deemed to have been
suspended or waived by Agent unless such suspension or waiver is by an
instrument in writing specifying such suspension or waiver and is signed as
provided in Section 13.3 or 12.9, as the case may be, and is directed to
Borrowers.

SECTION 12. AGENT


                                       52
<PAGE>

      12.1 Appointment, Powers and Immunities. Each Lender hereby appoints and
authorizes the Agent to act as its agent hereunder and under the other Loan
Documents with such powers as are specifically delegated to the Agent by the
terms of this Agreement and of the other Loan Documents, together with such
other powers as are reasonably incidental thereto. The Agent (which term, as
used in this sentence, shall include reference to its affiliates and to the
officers, directors, employees and agents of the Agent and its affiliates):

            12.1.1 Duties; Responsibilities. shall have no duties or
responsibilities except those expressly set forth in this Agreement and in the
other Loan Documents, and shall not by reason of this Agreement or any other
Loan Document be a trustee for any Lender;

            12.1.2 Recitals, Statements, Presentations, Warranties. shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement or in any other Loan Document, or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or any other Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any Note or any other Loan Document or any other document referred to
or provided for herein or therein or for any failure by any Borrower or any
other Person to perform any of its obligations hereunder or thereunder;

            12.1.3 Litigation; Collection Proceedings. shall not, except to the
extent expressly instructed by the Required Lenders, be required to initiate or
conduct any litigation or collection proceedings hereunder or under any other
Loan Document; and

            12.1.4 Actions or Omissions. shall not be responsible for any action
taken or omitted to be taken by it hereunder or under any other Loan Document or
under any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own gross
negligence, bad faith 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 in good faith. The Agent may deem and treat the
payee of a Note as the holder thereof for all purposes hereof unless and until a
notice of the assignment or transfer thereof shall have been filed with the
Agent, together with the consent of the Borrowers to such assignment or transfer
(to the extent provided in Section 12.10 hereof). The designation of a Lender as
a "Documentation Agent" or a "Syndication Agent" shall have no substantive
effect, and such Lenders shall have no additional powers, duties or
responsibilities as a result thereof.

      12.2 Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice or other communication (including, without limitation, any
thereof by telephone, telecopy, telegram or cable) reasonably believed by it to
be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement or any other Loan Document,
the Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Required Lenders or, if provided herein, in accordance with the instructions


                                       53
<PAGE>

given by all of the Lenders as is required in such circumstance, and such
instructions of such Lenders and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders.

      12.3 Defaults. Except with respect to Events of Default consisting of the
failure to make regularly scheduled interest payments hereunder or the failure
to repay all Revolving Credit Loans on the Revolving Credit Commitment
Termination Date, the Agent shall not be deemed to have knowledge or notice of
the occurrence of a Default or Event of Default unless the Agent has received
notice from a Lender or the Borrowers specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". In the event that
the Agent receives 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 Sections 12.1 and 12.7 hereof) take such action with respect to such
Default or Event of Default as shall be directed by the Required Lenders or all
the Lenders (as provided in Section 13.3), 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 except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all of the Lenders.

      12.4 Rights as a Lender. With respect to its Commitments and the Loans
made by it, FCC (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 Agent, and the term
"Lender" or "Lenders" shall, unless the context otherwise indicates, include the
Agent in its individual capacity. FCC (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 and generally engage in any
kind of banking, trust or other business with the Borrowers (and any of their
Subsidiaries or Affiliates) as if it were not acting as Agent, and FCC (and any
such successor) and its respective affiliates may accept fees and other
consideration from the Borrowers for services in connection with this Agreement
or otherwise without having to account for the same to the Lenders.

      12.5 Indemnification. The Lenders agree to indemnify the Agent (to the
extent not reimbursed under Section 13.2 hereof, but without limiting the
obligations of the Borrowers under said Section 13.2) ratably in accordance with
their respective Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Agent (including by any Lender) arising out of or by reason
of any investigation in or in any way relating to or arising out of this
Agreement or any other Loan Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses that the Borrowers are
obligated to pay under Section 13.2 hereof, but excluding, unless a Default or
Event of Default has occurred and is continuing, normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other
documents, 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.


                                       54
<PAGE>

      12.6 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 Borrowers 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 this Agreement or under any other Loan Document. The Agent
shall not be required to keep itself informed as to the performance or
observance by any Borrower of this Agreement or any of the other Loan Documents
or any other document referred to or provided for herein or therein or to
inspect the Properties or books of any Borrower. 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 Borrower (or any
of their respective affiliates) that may come into the possession of the Agent
or any of its affiliates..

      12.7 Failure to Act. Except for action expressly required of Agent
hereunder and under the other Loan Documents, the Agent shall in all cases be
fully justified in failing or refusing to act hereunder and thereunder unless it
shall receive further assurances to its satisfaction from the Lenders of their
indemnification obligations under Section 12.5 hereof against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.

      12.8 Resignation or Removal of Agent. Subject to the appointment and
acceptance of a successor Agent as provided below, the Agent may resign at any
time by giving notice thereof to the Lenders and the Borrowers. The Agent may be
removed as Agent hereunder upon the written consent of all Lenders exclusive of
the Agent upon the following: (i) willful misconduct in the performance of the
Agent's duties or responsibilities under this Agreement as finally determined by
a court of competent jurisdiction; (ii) if a receiver, trustee or conservator is
appointed for the Agent or any state or federal regulatory authority assumes
management or control of the Agent or if, under applicable law, the
administrative or discretionary duties of the Agent hereunder become controlled
by or subject to the approval of any state or federal regulatory authority; or
(iii) in the event that Agent, in its capacity as a Lender, shall cease to hold
at least the lesser of $37,500,000 or fifteen percent (15%) of the Commitments
for the Total Credit Facility. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent to such
capacity (and in that connection, so long as no Event of Default shall have
occurred and be continuing, subject to the consent of the Borrowers, not to be
unreasonably withheld or delayed). If no successor Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after such removal or the retiring Agent's giving of
notice of resignation then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent to such capacity, that shall be a bank with a combined
capital and surplus of at least $250,000,000 (and in that connection, so long as
no Event of Default shall have occurred and be continuing, subject to the


                                       55
<PAGE>

consent of the Borrowers, not to be unreasonably withheld or delayed) and the
retiring Agent's resignation shall not be effective until the appointment of
such successor Agent. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, (a) such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent and (b) the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Section 12 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 the Agent..

      12.9 Consents under Other Loan Documents. Except as provided in Section
13.3 hereof, the Agent may, with the prior consent of the Required Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the other Loan Documents.

      12.10 Assignments and Participations.

            12.10.1 Borrowers. No Borrower may assign any of its rights or
obligations hereunder or under the Notes or the other Loan Documents without the
prior written consent of all of the Lenders and the Agent.

            12.10.2 Lenders. Each Lender may assign any of its Loans, its Note
and its Commitment but only with the consent of the Borrowers and the Agent;
provided that

                        (i) no such consent by the Borrowers or the Agent shall
                  be required in the case of any assignment to a Lender or an
                  Affiliate of any Lender, and no such consent by the Borrowers
                  shall be required in the case of any assignment effected while
                  a Default or an Event of Default has occurred and is
                  continuing;

                        (ii) unless an Event of Default exists, except to the
                  extent UNF and the Agent shall otherwise consent, any such
                  partial assignment (other than to another Lender) shall be in
                  an amount at least equal to $10,000,000;

                        (iii) upon each such assignment, the assignor and
                  assignee shall deliver to the Borrowers and the Agent an
                  Assignment and Assumption Agreement and Notice of Assignment;

                        (iv) no consent required of the Borrowers or the Agent
                  under this Section 12.10 shall be unreasonably withheld or
                  delayed; and

                        (v) upon such assignment the assignor or assignee shall
                  pay to the Agent for its own account an assignment fee in the
                  amount of $3,500.00.

            Upon execution and delivery by the assignor and the assignee to the
Borrowers and the Agent of such Assignment and Assumption Agreement and Notice
of Assignment and upon the consent thereto by the Borrowers and the Agent, the
assignment shall be effective and the assignee shall have, to the extent of such
assignment (unless otherwise consented to by the Borrowers and the Agent), the


                                       56
<PAGE>

obligations, rights and benefits of a Lender hereunder holding the Commitment(s)
and Loans (or portions thereof) assigned to it and specified in such Notice of
Assignment (in addition to the Commitment(s) and Loans, if any, theretofore held
by such assignee) and the assigning Lender shall, to the extent of such
assignment, be released from the Commitment(s) (or portion(s) thereof) so
assigned. Any costs incurred by Agent in connection with reviewing changes to
the form of Assignment and Assumption Agreement and/or Notice of Assignment
shall be borne by the Lender or assignee that requests such changes.

            12.10.3 Participants. Each Lender shall have the unrestricted right
at any time and from time to time, and without the consent of or notice to the
Borrowers, the Agent, or any other Lender, to grant to one or more banks or
other financial institutions (each, a "Participant") participating interests in
such Lender's obligations to lend hereunder, participate in the LC Amount and/or
any or all of the Loans held by such Lender hereunder. In the event of any such
grant by a Lender of a participating interest to a Participant, whether or not
upon notice to the Borrowers, the Agent, or any other Lender, (i) such Lender
shall be responsible for the performance of its obligations hereunder and the
Borrowers, Agent, and other Lenders shall continue to deal solely and directly
with such Lender in connection with the Agent's and Lenders' rights and
obligations hereunder; (ii) such Participant shall be entitled to the benefit of
the cost protection and setoff provisions set forth herein.

            12.10.4 Additional Permitted Assignments and Participations. In
addition to the assignments and participations permitted under the foregoing
provisions of this Section 12.10, any Lender may (without notice to the
Borrowers, the Agent or Lenders and without payment of any fee) (i) assign and
pledge all or any portion of its Loans, and Notes to any Federal Reserve Bank as
collateral security pursuant to Regulation A and any Operating Circular issued
by such Federal Reserve Bank; and (ii) assign all or any portion of its rights
under this Agreement and its Loans and Notes to an Affiliate of such Lender
provided that the Borrowers shall not be required to pay any increase in the
cost of borrowing as a result of such assignment and LIBOR Advances must
continue to be made available by such assignee.

            12.10.5 Information. A Lender may furnish any information concerning
the Borrowers in the possession of such Lender from time to time to assignees
and participants (including prospective assignees and participants). Each
Borrower agrees that it will use its best efforts to assist and cooperate with
any Lender in any manner reasonably requested by any such Lender to effect the
sale of participations in or assignments of any of the Loan Documents or any
portion thereof or interest therein, including, without limitation, assisting in
the preparation of appropriate disclosure documents

            12.10.6 No Assignments to Borrowers or Affiliates. Anything in this
Section 12.10 to the contrary notwithstanding, no Lender may assign or
participate any interest in any Commitment or Loan held by it hereunder to any
Borrower or any of its respective Affiliates or Subsidiaries, and Borrowers
shall not, and shall not permit any of their Subsidiaries to, acquire any such
interest in any Commitment or Loan, without the prior consent of each Lender.

SECTION 13. MISCELLANEOUS


                                       57
<PAGE>

      13.1 Power of Attorney. Each Borrower hereby irrevocably designates,
makes, constitutes and appoints Agent (and all Persons designated by Agent) as
such Borrower's true and lawful attorney (and agent-in-fact) and Agent may,
without notice to such Borrower and in either of such Borrower's or Agent's
name, but at the cost and expense of Borrowers:

            13.1.1 At such time or times as Agent, in its sole discretion, may
determine, endorse such Borrower's name on any checks, notes, acceptances,
drafts, money orders or any other evidence of payment or proceeds of the
Collateral which come into the possession of any Lender or Agent or under
Agent's or any Lender's control.

            13.1.2 At such time or times upon or after the occurrence of an
Event of Default as Agent in its sole discretion may determine: (i) demand
payment of the Accounts from the Account Debtors, enforce payment of the
Accounts by legal proceedings or otherwise, and generally exercise all of
Borrowers' rights and remedies with respect to the collection of the Accounts;
(ii) settle, adjust, compromise, discharge or release any of the Accounts or
other Collateral or any legal proceedings brought to collect any of the Accounts
or other Collateral; (iii) sell or assign any of the Accounts and other
Collateral upon such terms, for such amounts and at such time or times as Agent
deems advisable and, at Agent's option, with all warranties regarding the
Collateral disclaimed; (iv) take control, in any manner, of any item of payment
or proceeds relating to any Collateral; (v) prepare, file and sign Borrowers'
names to a proof of claim in bankruptcy or similar document against any Account
Debtor or to any notice of lien, assignment or satisfaction of lien or similar
document in connection with any of the Collateral; (vi) receive, open and
dispose of all mail addressed to Borrowers and to notify postal authorities to
change the address for delivery thereof to such address as Agent may designate;
(vii) endorse the name of Borrowers upon any of the items of payment or proceeds
relating to any Collateral and deposit the same to the account of Agent for the
benefit of Lenders on account of the Obligations; (viii) endorse the names of
Borrowers upon any chattel paper, document, instrument, invoice, freight bill,
bill of lading or similar document or agreement relating to the Accounts,
Inventory and any other Collateral; (ix) use Borrowers' stationery and sign the
names of Borrowers to verifications of the Accounts and notices thereof to
Account Debtors; (x) use the information recorded on or contained in any data
processing equipment and computer hardware and software relating to the
Accounts, Inventory and any other Collateral; (xi) make and adjust claims under
policies of insurance; and (xii) do all other acts and things necessary, in
Agent's determination, to fulfill Borrowers' obligations under this Agreement.

      13.2 Indemnity. Borrowers hereby agree to indemnify the Agent, each
Lender, their Affiliates and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless from and against any
liability, loss, damage, suit, action or proceeding ever suffered or incurred by
any of them (including reasonable attorneys fees and legal expenses) as the
result of Borrowers' failure to observe, perform or discharge Borrowers' duties
hereunder or under any of the Loan Documents or the transactions contemplated
thereby. In addition, Borrowers shall defend the Agent, each Lender, their
Affiliates and their respective directors, officers, employees, attorneys and
agents from, against and save them harmless from all claims of any Person
(excluding disputes solely among or between Agent, Syndication Agent,
Documentation Agent, Arranger and/or Lender(s)) with respect to the Collateral


                                       58
<PAGE>

or under the Loan Documents or the transactions contemplated thereby. Without
limiting the generality of the foregoing, these indemnities shall extend to any
claims asserted against Agent or any Lender by any Person under any
Environmental Laws or similar laws by reason of Borrowers' or any other Person's
failure to comply with laws applicable to solid or hazardous waste materials or
other toxic substances. Notwithstanding any contrary provision in this
Agreement, the obligation of Borrowers under this Section 13.2 shall survive the
payment in full of the Obligations and the termination of this Agreement..

      13.3 Modification of Agreement. This Agreement may not be modified,
altered or amended, except by an agreement in writing signed by the Agent, the
Borrowers and the Required Lenders, or by the Borrowers and the Agent acting
with the consent of the Required Lenders, and any provision of this Agreement
may be waived by the Required Lenders and the Agent or by the Agent acting with
the consent of the Required Lenders; provided that: (a) no modification,
supplement or waiver shall, unless by an instrument signed by all of the Lenders
or by the Agent acting with the consent of all of the Lenders: (i) increase, or
extend the term of any of the Commitments, (ii) reduce the rate at which
interest is payable on the Loans and Letter of Credit reimbursement obligations,
(iii) alter the dates specified for payment of principal and interest on the
Loans and Letter of Credit reimbursement obligations or the rights or
obligations of the Borrowers to prepay Loans or extend the Maturity Date, (iv)
alter the terms of this Section 13.3, (v) modify the definition of the term
"Required Lenders", or modify in any other manner the number or percentage of
the Lenders required to make any determinations or waive any rights hereunder or
to modify any provision hereof, (vi) release all or any substantial portion of
the Collateral (except as required under the terms of the Loan Documents), (vii)
modify or amend subsection 1.1.3 relating to use of proceeds; (viii) waive any
Event of Default arising out of the failure to timely pay principal and interest
on the Loans and Letter of Credit reimbursement obligations or any fee payable
to the Lenders hereunder or waive any Event of Default relating to any
unauthorized disposition of any material Collateral; or (ix) or release any
Borrower or any Guarantor; and (b) any modification or supplement of Section 12
hereof shall require the consent of the Agent.

            In the event that Agent or the Required Lenders request the consent
of any Lender to any approval, consent, amendment, waiver or other action under
this Agreement or with respect to the Loans, and such Lender (a "Non-Consenting
Lender") fails to timely give its consent then any Lender which does timely
consent to such approval, consent, amendment, waiver or other action (a
"Consenting Lender") shall have the right, but not the obligation, in its
respective, sole and absolute discretion, to acquire (x) for no cash
consideration (pro rata, based on the respective Commitments of those Consenting
Lenders electing to exercise such right) the Non-Consenting Lender's Commitment
to fund future Revolving Credit Loans and participate in the LC Amount; and (y)
for consideration equal to the amount of the outstanding Revolving Credit Loans
from such Non-Consenting Lender (pro rata, based on the respective Commitments
of those Consenting Lenders electing to exercise such right) the Non-Consenting
Lender's rights with respect to outstanding Revolving Credit Loans (the rights
purchased under clauses (x) and (y), the "Acquired Rights"), but only if, in the
aggregate, all of the Non-Consenting Lender's rights with respect to outstanding
Revolving Credit Loans and Commitments are acquired hereunder by one or more
Consenting Lenders. Upon any such purchase of the pro rata share of any


                                       59
<PAGE>

Non-Consenting Lender's Acquired Rights, the Non-Consenting Lender's rights with
respect to outstanding Revolving Credit Loans, Commitment, share in future
Revolving Credit Loans, and rights under Loan Documents with respect thereto
shall terminate on the day of purchase (other than indemnification rights that
survive termination of the Commitments under Section 13.2 hereof and rights to
receive accrued by unpaid interest and fees through the date of purchase), and
the Non-Consenting Lender shall promptly execute all documents reasonably
requested to surrender and transfer such interests (other than indemnification
rights that survive termination of the Commitments under Section 13.2 hereof and
rights to receive accrued and unpaid interest and fees through the date of
purchase), including, if so requested a Notice of Assignment (provided that the
assignment fee in connection with such Notice of Assignment shall not be
charged).

      13.4 Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

      13.5 Successors and Assigns. Subject to the provisions of Section 12.10
hereof, this Agreement, the Other Agreements and the Security Documents shall be
binding upon and inure to the benefit of the successors and assigns of
Borrowers, Agent and Lenders.

      13.6 Cumulative Effect; Conflict of Terms. The provisions of the Other
Agreements and the Security Documents are hereby made cumulative with the
provisions of this Agreement. Except as otherwise provided in Section 3.2 hereof
and except as otherwise provided in any of the other Loan Documents by specific
reference to the applicable provision of this Agreement, if any provision
contained in this Agreement is in direct conflict with, or inconsistent with,
any provision in any of the other Loan Documents, the provision contained in
this Agreement shall govern and control..

      13.7 Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the
same instrument.

      13.8 Notice. Except as otherwise provided herein, all notices, requests
and demands to or upon a party hereto, to be effective, shall be in writing and
shall be sent by certified or registered mail, return receipt requested, by
personal delivery against receipt, by overnight courier or by facsimile and,
unless otherwise expressly provided herein, shall be deemed to have been validly
served, given or delivered immediately when delivered against receipt, one (1)
Business Day after deposit in the mail, postage prepaid, or with an overnight
courier or, in the case of facsimile notice, when sent, addressed as follows:


                                       60
<PAGE>

      If to Agent:                 Fleet Capital Corporation
                                   200 Glastonbury Boulevard
                                   Glastonbury, Connecticut  06033
                                   Attention:  Loan Administration Manager
                                   Facsimile No.:  (860) 657-7759

      With a copy to:              Brown Rudnick Berlack Israels, LLP
                                   One Financial Center
                                   Boston, MA  02111
                                   Attention:  Jeffery L. Keffer, Esq.
                                   Facsimile No.:  (617) 856-8201

      If to Borrowers:             United Natural Foods, Inc.
                                   260 Lake Road
                                   Dayville, CT  06241
                                   Attention:  Rick D. Puckett, Chief
                                   Financial Officer and Treasurer
                                   Facsimile No.:  (860) 779-5678

      With a copy to:              Cameron & Mittleman LLP
                                   56 Exchange Terrace
                                   Providence, RI  02903
                                   Attention:  Joseph Anesta, Esq.
                                   Facsimile No.:  (401) 331-5787

      If to any Lender:            To the address set forth on the signature
                                   page hereto, or on the Notice of Assignment
                                   executed by such Lender, whichever is
                                   applicable.

or to such other address as each party may designate for itself by notice given
in accordance with this Section 13.8; provided, however, that any notice,
request or demand to or upon Agent pursuant to subsection 3.1.1, 3.2.5 or 5.2.2
hereof shall not be effective until received by Agent.

      13.9 Credit Inquiries. Borrowers hereby authorize and permit Agent or any
Lender to respond to usual and customary credit inquiries from third parties
concerning Borrowers or any of their Subsidiaries or any Guarantor.

      13.10 Time of Essence. Time is of the essence of this Agreement, the Other
Agreements and the Security Documents.

      13.11 Joint and Several Liability. All Loans, Letters of Credit and LC
Guaranties made or issued hereunder are made to or for the account of each of
the Borrowers. The Borrowers are jointly and severally, directly and primarily
liable for the full and indefeasible payment when due and performance of all
Obligations and for the prompt and full payment and performance of all of the
promises, covenants, representations, and warranties made or undertaken by each
Borrower under this Agreement and the Loan Documents and Borrowers agree that
such liability is independent of the duties, obligations, and liabilities of


                                       61
<PAGE>

each of the joint and several Borrowers. In furtherance of the foregoing, each
Borrower jointly and severally, absolutely and unconditionally guaranties to
Agent and Lenders and agrees to be liable for the full and indefeasible payment
and performance when due of all the Obligations. This guaranty is a continuing
guaranty, and shall apply to all Obligations whenever arising.

      13.12 Suretyship Waivers and Consents.

                        (i) Each Borrower acknowledges that the obligations of
                  such Borrower undertaken herein might be construed to consist,
                  at least in part, of the guaranty of obligations of persons
                  other than such Borrower (including the other Borrowers) and,
                  in full recognition of that fact, each Borrower consents and
                  agrees that Agent and Lenders may, at any time and from time
                  to time, without notice or demand (except as provided in and
                  in accordance with the terms of this Agreement), whether
                  before or after any actual or purported termination,
                  repudiation or revocation of this Agreement by any Borrower,
                  and without affecting the enforceability or continuing
                  effectiveness hereof as to each Borrower: (a) increase,
                  extend, or otherwise change the time for payment or the terms
                  of the Obligations or any part thereof; (b) supplement,
                  restate, modify, amend, increase, decrease, or waive, or enter
                  into or give any agreement, approval or consent with respect
                  to, the Obligations or any part thereof, this Agreement, or
                  any of the other Loan Documents or any additional security or
                  guaranties, or any condition, covenant, default, remedy,
                  right, representation, or term thereof or thereunder; (c)
                  accept new or additional instruments, documents, or agreements
                  in exchange for or relative to any of the Loan Documents or
                  the Obligations or any part thereof; (d) accept partial
                  payments on the Obligations; (e) receive and hold additional
                  security or guaranties for the Obligations or any part
                  thereof; (f) release, reconvey, terminate, waive, abandon,
                  fail to perfect, subordinate, exchange, substitute, transfer,
                  or enforce any Collateral, security or guaranties, and apply
                  any Collateral or security and direct the order or manner of
                  sale thereof as Agent in its sole and absolute discretion may
                  determine; (g) release any person from any personal liability
                  with respect to the Obligations or any part thereof; (h)
                  settle, release on terms satisfactory to Agent or by operation
                  of applicable laws or otherwise liquidate or enforce any
                  Obligations and any Collateral or security therefor or
                  guaranty thereof in any manner, consent to the transfer of any
                  Collateral or security and bid and purchase at any sale; or
                  (i) consent to the merger, change, or any other restructuring
                  or termination of the corporate or limited liability company
                  existence of any Borrower, and correspondingly restructure the
                  Obligations, and any such merger, change, restructuring, or
                  termination shall not affect the liability of any Borrower or
                  the continuing effectiveness hereof, or the enforceability
                  hereof with respect to all or any part of the Obligations.

                        (ii) Agent may enforce this Agreement independently as
                  to each Borrower and independently of any other remedy or
                  security Agent at any time may have or hold in connection with


                                       62
<PAGE>

                  the Obligations, and it shall not be necessary for Agent to
                  marshal assets in favor of any Borrower or to proceed upon or
                  against or exhaust any Collateral or security or remedy before
                  proceeding to enforce this Agreement. Each Borrower expressly
                  waives any right to require Agent to marshal assets in favor
                  of any Borrower or any guarantor of the Obligations or to
                  proceed against any other Borrower, and agrees that Agent may
                  proceed against Borrowers or any Collateral in such order as
                  Lender shall determine in its sole and absolute discretion.

                        (iii) Agent may file a separate action or actions
                  against any Borrower, whether such action is brought or
                  prosecuted with respect to any security or against any
                  guarantor of the Obligations, or whether any other person is
                  joined in any such action or actions. Each Borrower agrees
                  that Agent and each Borrower and any Affiliate of any Borrower
                  may deal with each other in connection with the Obligations or
                  otherwise, or alter any contracts or agreements now or
                  hereafter existing between any of them, in any manner
                  whatsoever, all without in any way altering or affecting the
                  continuing enforceability of this Agreement. Each Borrower, as
                  a joint and several Borrower hereunder, expressly waives the
                  benefit of any statute of limitations to the extent that
                  benefits of any statute of limitations would be available as a
                  result of its joint and several liability hereunder.

                        (iv) Agent's and Lenders' rights hereunder shall be
                  reinstated and revived, and the enforceability of this
                  Agreement shall continue, with respect to any amount at any
                  time paid on account of the Obligations which thereafter shall
                  be required to be restored or returned by Agent or any Lender,
                  all as though such amount had not been paid. The rights of
                  Agent created or granted herein and the enforceability of this
                  Agreement at all times shall remain effective to cover the
                  full amount of all the Obligations even though the
                  Obligations, including any part thereof or any Collateral, or
                  other security or guaranty therefor, may be or hereafter may
                  become invalid or otherwise unenforceable as against any
                  Borrower and whether or not any Borrower shall have any
                  personal liability with respect thereto.

                        (v) Each Borrower expressly waives any and all defenses
                  now or hereafter arising or asserted by reason of (a) any
                  disability or other defense of any other Borrower with respect
                  to the Obligations; (b) the unenforceability or invalidity of
                  any security or guaranty for the Obligations or the lack of
                  perfection or continuing perfection or failure of priority of
                  any security for the Obligations; (c) the cessation for any
                  cause whatsoever of the liability of any Borrower (other than
                  by reason of the full payment and performance of all
                  Obligations as required herein); (d) any failure of Agent to
                  marshall assets in favor of any Borrower; (e) any failure of
                  Agent to give notice to any Borrower of sale or other
                  disposition of Collateral of another Borrower or any defect in
                  any notice that may be given in connection with any such sale


                                       63
<PAGE>

                  or disposition of Collateral of any Borrower securing the
                  Obligations; (f) any failure of Agent to comply with
                  applicable law in connection with the sale or other
                  disposition of any Collateral or other security of any
                  Borrower, for any Obligation, including any failure of Lender
                  to conduct a commercially reasonable sale or other disposition
                  of any Collateral or other security of any Borrower for any
                  Obligation; (g) any act or omission of Agent or others that
                  directly or indirectly results in or aids the discharge or
                  release of any Borrower or the Obligations of any Borrower or
                  any security or guaranty therefor by operation of law or
                  otherwise; (h) any law which provides that the obligation of a
                  surety or guarantor must neither be larger in amount nor in
                  other respects more burdensome than that of the principal or
                  which reduces a surety's or guarantor's obligation in
                  proportion to the principal obligation; (i) any failure of
                  Agent to file or enforce a claim in any bankruptcy or other
                  proceeding with respect to any Borrower; (j) the avoidance of
                  any lien or security interest in assets of any Borrower in
                  favor of Agent for any reason; or (k) any action taken by
                  Agent that is authorized by this section or any other
                  provision of any Loan Document. Until such time, if any, as
                  all of the Obligations have been indefeasibly paid and
                  performed in full and no portion of any commitment of Lenders
                  to Borrowers under any Loan Document remains in effect, each
                  Borrower's indebtedness, claims and rights of subrogation,
                  contribution, reimbursement, or indemnity against the other
                  Borrowers shall be fully and completely subordinated to the
                  indefeasible repayment in full of the Obligations, and each
                  Borrower expressly waives until such indefeasible payment any
                  right to enforce any remedy that it now has or hereafter may
                  have against any other Person and waives the benefit of, or
                  any right to participate in, any Collateral now or hereafter
                  held by Agent.

                        (vi) To the fullest extent permitted by applicable law,
                  each Borrower expressly waives and agrees not to assert, any
                  and all defenses in its favor based upon an election of
                  remedies by Agent or Lenders which destroys, diminishes, or
                  affects such Borrower's subrogation rights against the other
                  Borrowers, or against any Guarantor, and/or (except as
                  explicitly provided for herein) any rights to proceed against
                  each other Borrower, or any other party liable to Agent or
                  Lenders, for reimbursement, contribution, indemnity, or
                  otherwise.

                        (vii) Borrowers and each of them warrant and agree that
                  each of the waivers and consents set forth herein are made
                  after consultation with legal counsel and with full knowledge
                  of their significance and consequences, with the understanding
                  that events giving rise to any defense or right waived may
                  diminish, destroy, or otherwise adversely affect rights which
                  Borrowers otherwise may have against each other, Agent, any
                  Lender, or others, or against Collateral, and that, under the
                  circumstances, the waivers and consents herein given are
                  reasonable and not contrary to public policy or law. If any of


                                       64
<PAGE>

                  the waivers or consents herein are determined to be contrary
                  to any applicable law or public policy, such waivers and
                  consents shall be effective to the maximum extent permitted by
                  law.

      13.13 Contribution Agreement. As an inducement to Agent and Lenders to
enter into this Agreement and to make the Loans and extend credit to the
Borrowers, each Borrower agrees to indemnify and hold the other Borrowers
harmless from and each shall have a continuing right of contribution against the
other Borrowers, if and to the extent that a Borrower makes or is caused to make
disproportionate payments in excess of that Borrower's Proportionate Share (as
defined below) of the Loans or contributions (from dispositions of its assets or
otherwise) to the repayment and satisfaction of the Obligations. These
indemnification and contribution obligations shall be unconditional and
continuing obligations of the Borrowers and shall not be waived, rescinded,
modified, limited or terminated in any way whatsoever without the prior written
consent of Agent, in its sole discretion. For purposes hereof, the Proportionate
Share of a Borrower shall mean a fraction in which the numerator is the net
worth of a Borrower (defined as the fair salable value of its assets minus its
liabilities, other than the Obligations and its contribution obligations
hereunder) on the date of this Agreement and the denominator is the Consolidated
net worth of all the Borrowers (as so defined) on such date.

      13.14 Entire Agreement. This Agreement and the other Loan Documents,
together with all other instruments, agreements and certificates executed by the
parties in connection therewith or with reference thereto, embody the entire
understanding and agreement between the parties hereto and thereto with respect
to the subject matter hereof and thereof and supersede all prior agreements,
understandings and inducements, whether express or implied, oral or written.

      13.15 Interpretation. No provision of this Agreement or any of the other
Loan Documents shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured or dictated such
provision.

      13.16 GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN NEGOTIATED,
EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN HARTFORD,
CONNECTICUT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CONNECTICUT; PROVIDED, HOWEVER, THAT IF ANY OF THE
COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN CONNECTICUT, THE LAWS
OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR
FORECLOSURE OF AGENT'S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT'S
OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF CONNECTICUT. AS
PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT
OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF BORROWERS, AGENT OR
LENDERS, BORROWERS HEREBY CONSENT AND AGREE THAT THE SUPERIOR COURT OF HARTFORD,


                                       65
<PAGE>

CONNECTICUT, OR, AT AGENT'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF CONNECTICUT, SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS AND LENDERS OR AGENT
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT. BORROWERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWERS
HEREBY WAIVE ANY OBJECTION WHICH BORROWERS MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. BORROWERS HEREBY WAIVE PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWERS' ACTUAL
RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT
THE RIGHT OF AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW,
OR TO PRECLUDE THE ENFORCEMENT BY AGENT OF ANY JUDGMENT OR ORDER OBTAINED IN
SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN
ANY OTHER APPROPRIATE FORUM OR JURISDICTION..

      13.17 WAIVERS BY BORROWERS. BORROWERS WAIVE (i) THE RIGHT TO TRIAL BY JURY
(WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVE) IN ANY ACTION, SUIT, PROCEEDING
OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN
DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND
PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY,
RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL NOTES,
COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL
PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT OR LENDERS ON WHICH BORROWERS MAY
IN ANY WAY BE LIABLE AND HEREBY RATIFY AND CONFIRM WHATEVER AGENT OR LENDERS MAY
DO IN THIS REGARD; (iii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE
COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO
ALLOWING AGENT OR LENDERS TO EXERCISE ANY OF THEIR REMEDIES; (iv) THE BENEFIT OF
ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF;
AND (vi) EXCEPT AS PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL,


                                       66
<PAGE>

EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. BORROWERS ACKNOWLEDGE THAT THE FOREGOING WAIVERS
ARE A MATERIAL INDUCEMENT TO AGENT AND LENDERS ENTERING INTO THIS AGREEMENT AND
THAT EACH LENDER AND AGENT IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE
DEALINGS WITH BORROWERS. BORROWERS WARRANT AND REPRESENT THAT THEY HAVE REVIEWED
THE FOREGOING WAIVERS WITH THEIR LEGAL COUNSEL AND HAVE KNOWINGLY AND
VOLUNTARILY WAIVED THEIR JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

      13.18 Waiver. No failure on the part of the Agent or any Lender to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement or any Note shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement or any Note preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law..

            Borrowers irrevocably waive, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by the Agent
or any Lender relating in any way to this Agreement should be dismissed or
stayed by reason, or pending the resolution, of any action or proceeding
commenced by Borrowers relating in any way to this Agreement whether or not
commenced earlier. To the fullest extent permitted by applicable law, the
Borrowers shall take all measures necessary for any such action or proceeding
commenced by the Agent or any Lender to proceed to judgment prior to the entry
of judgment in any such action or proceeding commenced by any Borrowers.

      13.19 PREJUDGMENT REMEDIES EACH BORROWER HEREBY WAIVES SUCH RIGHTS AS IT
MAY HAVE TO NOTICE AND/OR HEARING UNDER ANY APPLICABLE FEDERAL OR STATE LAWS
INCLUDING, WITHOUT LIMITATION, CONNECTICUT GENERAL STATUTES SECTIONS 52-278A,
ET-SEQ., AS AMENDED, PERTAINING TO THE EXERCISE BY AGENT OR ANY LENDER OF SUCH
RIGHTS AS THE AGENT OR ANY LENDER MAY HAVE INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK PREJUDGMENT REMEDIES AND/OR DEPRIVE BORROWERS OF OR AFFECT THE USE
OF OR POSSESSION OR ENJOYMENT OF BORROWERS' PROPERTY PRIOR TO THE RENDITION OF A
FINAL JUDGMENT AGAINST A BORROWER. EACH BORROWER FURTHER WAIVES ANY RIGHT IT MAY
HAVE TO REQUIRE LENDER TO PROVIDE A BOND OR OTHER SECURITY AS A PRECONDITION TO
OR IN CONNECTION WITH ANY PREJUDGMENT REMEDY SOUGHT BY AGENT OR ANY LENDER.

      13.20 Original Loan Agreement. This Agreement shall, on and as of the
Closing Date, amend and restate the Original Loan Agreement in its entirety,


                                       67
<PAGE>

except as provided in this Section 13.20. On the Closing Date, the rights and
obligations of the parties under the Original Loan Agreement shall be subsumed
within and governed by this Agreement, provided, however,

            (a) that each of the "Revolving Credit Loans" (as defined in the
Original Loan Agreement) outstanding under the Original Loan Agreement on the
Closing Date shall continue to bear interest up to the Closing Date at the rate
at which they bear interest under the Original Loan Agreement and, on and after
the Closing Date, all of such Revolving Credit Loans under the Original Loan
Agreement shall be converted to Revolving Credit Loans hereunder and shall bear
interest at the rates set forth hereunder;

            (b) that each Letter of Credit and LC Guaranty outstanding under the
Original Loan Agreement on the Closing Date shall for the purposes of this
Agreement, be deemed to be a Letter of Credit and/or LC Guaranty outstanding
hereunder;

            (c) that each and every other Loan Document (as defined under the
Original Loan Agreement) shall continue in full force and effect and that any
and all references therein to the Original Loan Agreement shall be deemed to
constitute references to this Agreement; and

            (d) all fees, letter of credit fees and other fees and expenses
owing or accruing under or in respect of the Original Loan Agreement shall be
calculated as of the Closing Date (prorated in the case of any fractional
periods), and shall be paid in accordance with the method and on the dates,
specified in the Original Loan Agreement, as if the Original Loan Agreement were
still in effect.

      13.21 USA PATRIOT Act. Each Lender hereby notifies the Borrowers that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrowers, which information
includes the name and address of each Borrower and other information that will
allow such Lender to identify the Borrowers in accordance with the Act.

                  [Remainder of Page Intentionally Left Blank]


                                       68
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

      IN WITNESS WHEREOF, this Agreement has been duly executed by Borrowers and
Agent in Hartford, Connecticut, and by the other parties hereto on the day and
year specified at the beginning of this Agreement.


WITNESS/ATTEST:                        UNITED NATURAL FOODS, INC.


/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                           Name: Rick D. Puckett
                                                ------------------------
                                           Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        MOUNTAIN PEOPLE'S WAREHOUSE
                                       INCORPORATED


/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        NUTRASOURCE, INC.


/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        RAINBOW NATURAL FOODS, INC.


/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------


                                       69
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

WITNESS/ATTEST:                        STOW MILLS, INC.



/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        UNITED NATURAL FOODS
                                       PENNSYLVANIA, INC.


/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        UNITED NATURAL TRADING CO.



/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------

WITNESS/ATTEST:                        UNITED NORTHEAST LLC



/s/ Joseph A. Anesta                   By: /s/ Rick D. Puckett
--------------------------------           -----------------------------
                                          Name: Rick D. Puckett
                                                ------------------------
                                          Title: Vice-President
                                                 -----------------------


                                       70
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

Accepted in Glastonbury, Connecticut
on April 30, 2004

FLEET CAPITAL CORPORATION, as Administrative Agent


By: /s/ Kim B. Bushey
    ----------------------------
   Name: Kim B. Bushey
         -----------------------
   Title: Senior Vice President
          ----------------------

FLEET CAPITAL CORPORATION, as a Lender


By: /s/ Kim B. Bushey
    ----------------------------
   Name: Kim B. Bushey
         -----------------------
   Title: Senior Vice President
          -----------------------------

Notice Address                                  Commitment Amount:  $51,750,000
and Applicable
Lending Office: 200 Glastonbury Boulevard
                Glastonbury, CT 06033


                                       71
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

CITIZENS BANK OF MASSACHUSETTS, as Syndication Agent

By: /s/ Paul R. Crimlisk
    ----------------------------
   Name: Paul R. Crimlisk
         -----------------------
   Title: Vice-President
          ----------------------

CITIZENS BANK OF MASSACHUSETTS, as a Lender


By: /s/ Paul R. Crimlisk
    ----------------------------
   Name: Paul R. Crimlisk
         -----------------------
   Title: Vice-President
          ----------------------

Notice Address                                  Commitment Amount: $27,500,000

and Applicable
Lending Office: 53 State Street, 14th Floor
                Boston, MA  02109


                                       72
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent


By: /s/ John W. Ball
    ----------------------------
   Name: John W. Ball
         -----------------------
   Title: Vice-President
          ----------------------

U.S. BANK NATIONAL ASSOCIATION, as a Lender


By: /s/ John W. Ball
    ----------------------------
   Name: John W. Ball
         -----------------------
   Title: Vice-President
          ----------------------

Notice Address                                    Commitment Amount: $30,000,000
and Applicable
Lending Office: 950 17th Street
                Suite 300
                Denver, CO  80202


                                       73
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

PNC BANK, NATIONAL ASSOCIATION, a Lender


By: /s/ Alan Tischben
    ----------------------------
   Name: Alan Tischben
         -----------------------
   Title: Vice President
          ----------------------

Notice Address                                    Commitment Amount: $30,000,000
and Applicable
Lending Office: 70 East 55th Street, 14th Floor
                New York, NY  10022


                                       74
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

SOVEREIGN BANK, a Lender


By: /s/ Kevin Flaherty
    ----------------------------
   Name:  Kevin Flaherty
          ----------------------
   Title: Vice President
          ----------------------

Notice Address                                    Commitment Amount: $22,500,000

and Applicable
Lending Office: 1010 Farmington Avenue
                West Hartford, CT  06107


                                       75
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

FIRST PIONEER FARM CREDIT, ACA, a Lender


By: /s/ Carol L. Sobson
    ----------------------------
   Name: Carol L. Sobson
         ----------------------
   Title: Vice President
          ----------------------

Notice Address                                  Commitment Amount: $24,250,000

and Applicable
Lending Office: 174 South Road
                Enfield, CT  06082


                                       76
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

ISRAEL DISCOUNT BANK
OF NEW YORK, a Lender


By: /s/ Amir Barash
    ---------------------------
    Name: Amir Barash
          ---------------------
    Title: First Vice President
           --------------------

By: /s/ Mel Altman
    ---------------------------
   Name: Mel Altman
         ----------------------
   Title: Vice President
          ---------------------

Notice Address                                  Commitment Amount: $11,000,000

and Applicable
Lending Office: 511 Fifth Avenue, 6th Floor
                New York, NY  10017


                                       77
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

WEBSTER BANK, a Lender


By: /s/ John H. Frost
    ---------------------------
   Name: John H. Frost
         ----------------------
   Title: Vice President
          ---------------------

Notice Address                                  Commitment Amount: $13,000,000
and Applicable
Lending Office: 80 Elm Street
                New Haven, CT  06510


                                       78
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

ROYAL BANK OF CANADA, a Lender


By: /s/ Gordon MacArthur
    --------------------------
   Name: Gordon MacArthur
         ---------------------
   Title: Authorized Signatory
          --------------------

Notice Address                                  Commitment Amount: $20,000,000
and Applicable
Lending Office: Royal Bank of Canada
                New York Branch
                One Liberty Plaza, 3rd Floor
                New York, NY 10006-1404
                Attention:  Manager, Loans Administration
                Facsimile No.: (212) 428-2372

                with a copy to:

                Attention: Gordon C. MacArthur
                Facsimile No.: (212) 428-6459


                                       79
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

HARRIS NESBITT, a Lender


By: /s/ C. Scott Place
    ---------------------------
   Name: C. Scott Place
         ----------------------
   Title: Vice President
          ---------------------

Notice Address                                  Commitment Amount: $20,000,000
and Applicable
Lending Office: 111 West Monroe Street, 20th Floor West
                Chicago, IL  60603


                                       80
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

FLEET CAPITAL CORPORATION, as Arranger


By: /s/ Kim B. Bushey
    ---------------------------
   Name: Kim B. Bushey
         ----------------------
   Title: Senior Vice President
          ---------------------

Notice Address: 200 Glastonbury Boulevard
                Glastonbury, CT  06033


                                       81
<PAGE>

             Signature Pages to Amended and Restated Loan and Security Agreement

STATE OF CONNECTICUT)
         -----------
                    ) ss:                                    April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of United
Natural Foods, Inc., who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court

STATE OF CONNECTICUT)
         -----------
                    ) ss:                                   April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of Mountain
People's Warehouse Incorporated, who executed the foregoing Loan and Security
Agreement and acknowledged the same to be his free act and deed, and the free
act and deed of said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court


                                       82
<PAGE>

STATE OF CONNECTICUT )
         ------------
                     ) ss:                                April 28, 2004
COUNTY OF WINDHAM    )

      Before me, personally appeared Rick D. Puckett, Vice President of
NutraSource, Inc., who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court

STATE OF CONNECTICUT)
         -----------
                    ) ss:                                April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of Rainbow
Natural Foods, Inc., who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court


STATE OF CONNECTICUT)
         -----------
                    ) ss:                              April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of Stow
Mills, Inc., who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    -------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court


                                       83
<PAGE>

STATE OF CONNECTICUT)
         -----------
                    ) ss:                               April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of United
Natural Foods Pennsylvania, Inc., who executed the foregoing Loan and Security
Agreement and acknowledged the same to be his free act and deed, and the free
act and deed of said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court

STATE OF CONNECTICUT)
         -----------
                    ) ss:                              April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of United
Natural Trading Co., who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court

STATE OF CONNECTICUT)
         -----------
                    ) ss:                             April 28, 2004
COUNTY OF WINDHAM   )

      Before me, personally appeared Rick D. Puckett, Vice President of United
Northeast LLC, who executed the foregoing Loan and Security Agreement and
acknowledged the same to be his free act and deed, and the free act and deed of
said corporation.


                                    /s/ Eileen K. Tobin
                                    --------------------------------------
                                    Notary Public - State of Rhode Island
                                    My commission expires: 8-12-06
                                    Commissioner of the Superior Court


                                       84
<PAGE>

                                   APPENDIX A

                               GENERAL DEFINITIONS

      When used in the Amended and Restated Loan and Security Agreement dated as
of April 30, 2004, by and among United Natural Foods, Inc., Mountain People's
Warehouse Incorporated, NutraSource, Inc., Rainbow Natural Foods, Inc., Stow
Mills, Inc., United Natural Foods Pennsylvania, Inc., United Northeast LLC, and
United Natural Trading Co. (collectively, the "Borrowers"), the Lenders
identified on the signature pages under the caption "Lenders" therein, Fleet
Capital Corporation as agent for the Lenders ("Agent"), Fleet Capital
Corporation as arranger for the Lenders ("Arranger"), U.S. Bank National
Association as documentation agent for the Lenders ("Documentation Agent") and
Citizens Bank of Massachusetts as syndication agent for the Lenders
("Syndication Agent") (the "Agreement"), (a) the terms Account, Certificated
Security, Chattel Paper, Commercial Tort Claims, Deposit Account, Document,
Electronic Chattel Paper, Equipment, Financial Asset, Fixture, General
Intangibles, Goods, Health-Care Insurance Receivables, Instrument, Inventory,
Investment Property, Letter-of-Credit Rights, Payment Intangibles, Proceeds,
Security, Security Entitlement, Software, Supporting Obligations, Tangible
Chattel Paper and Uncertificated Security have the respective meanings assigned
thereto under the UCC (as defined below); (b) all terms indicating Collateral
having the meanings assigned thereto under the UCC shall be deemed to mean such
Property, whether now owned or hereafter created or acquired by Borrowers or in
which Borrowers now have or hereafter acquire any interest; (c) capitalized
terms which are not otherwise defined have the respective meanings assigned
thereto in said Agreement; and (e) the following terms shall have the following
meanings (terms defined in the singular to have the same meaning when used in
the plural and vice versa):

      Account Debtor - any Person who is or may become obligated on or under or
on account of any Account, Contract Right, Chattel Paper or General Intangible.

      Advance Date - as defined in Section 4.4.1 of the Agreement.

      Affiliate - with respect to any Person, a Person (other than a
Subsidiary): (i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such Person;
(ii) which beneficially owns or holds five percent (5%) or more of any class of
the Voting Stock of such Person; or (iii) five percent (5%) or more of the
Voting Stock (or in the case of a Person which is not a corporation, five
percent (5%) or more of the equity interest) of which is beneficially owned or
held by such Person or a Subsidiary of such Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession , directly or indirectly, of power
to direct or cause the direction of management or policies whether through
ownership of securities or other ownership interests of a Person by contract or
otherwise.

      Agent - as defined in the recitals to the Agreement.


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<PAGE>

      Agreement - the Amended and Restated Loan and Security Agreement referred
to in the first sentence of this Appendix A, all Exhibits and Schedules thereto
and this Appendix A.

      Applicable Lending Office - 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 on a Notice of Assignment (as
applicable) or such other office of such Lender (or of an affiliate of such
Lender) as such Lender may from time to time specify to the Agent and the
Borrowers as the office by which its Loans of such type are to be made and
maintained.

      Applicable Base Rate Margin; Applicable LIBOR Margin - determined by the
ratio of total Consolidated Indebtedness for Money Borrowed of Borrowers ("Total
Debt") to EBITDA for the most recently completed period of four (4) consecutive
fiscal quarters for which financial reports have been (or are required to have
been) furnished to Lenders as follows:

                       Ratio of Total     Applicable LIBOR    Applicable Base
       Level           Debt to EBITDA          Margin            Rate Margin
       -----           --------------          ------            -----------

                       Greater than or
         I             equal to 3.50x           1.50%               0.25%

                       Greater than or
                     equal to 1.50x and
        II*            less than 3.50x          1.25%               0.00%

        III            Less than 1.50x          1.00%               0.00%

      * The Applicable Base Rate Margin and Applicable LIBOR Margin will be at
      Level II for the first six (6) months from the date of hereof. Thereafter
      the Applicable Base Rate Margin and the Applicable LIBOR Margin shall be
      adjusted quarterly according to the above performance based grid;
      provided, that if financial reports are not timely delivered to Lenders on
      and after the date which is six (6) months from the date hereof or
      thereafter, when required under the Agreement, the Applicable Base Rate
      Margin and the Applicable LIBOR Margin will be at Level I.

      Assignment and Assumption Agreement - an Assignment and Assumption
Agreement in the form of Exhibit T hereto.

      Availability - the amount of money which Borrowers are entitled to borrow
from time to time as Revolving Credit Loans, such amount being the difference
derived when the sum of the principal amount of Revolving Credit Loans then
outstanding (including any amounts which any Lender may have paid for the
account of Borrowers pursuant to any of the Loan Documents and which have not
been reimbursed by Borrowers) and the LC Amount is subtracted from the Borrowing
Base. If the amount outstanding is equal to or greater than the Borrowing Base,
Availability is zero (0).


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<PAGE>

      Bank - Fleet National Bank and its successors and assigns.

      Base Rate - the rate of interest announced or quoted by Bank from time to
time as its prime rate for commercial loans, whether or not such rate is the
lowest rate charged by Bank to its most preferred borrowers; and, if such prime
rate for commercial loans is discontinued by Bank as a standard, a comparable
reference rate designated by Bank as a substitute therefor shall be the Base
Rate.

      Base Rate Advances - any Loan bearing interest computed by reference to
the Base Rate.

      Borrowing Base - as at any date of determination thereof, an amount equal
to the lesser of:

                  (i)   $250,000,000; or

                  (ii)  an amount equal to:

                        (a) 90% of the net amount of Eligible Accounts
                  outstanding at such date provided that dilution with respect
                  to Eligible Accounts, as determined by Agent, shall be less
                  than five (5%) percent and if dilution exceeds five (5%)
                  percent such advance rate may be decreased by Agent, in its
                  discretion, to 85%; PLUS

                        (b) the lesser of (1) $150,000,000 or (2) 70%, of the
                  value of Eligible Inventory at such date calculated on the
                  basis of the lower of cost or market with the cost of raw
                  materials and finished goods calculated on a first-in,
                  first-out basis.

      For purposes hereof, the net amount of Eligible Accounts at any time shall
be the face amount of such Eligible Accounts less any and all returns, rebates,
discounts (which may, at Agent's option, be calculated on shortest terms),
credits, allowances or excise taxes of any nature at any time issued, owing,
claimed by Account Debtors, granted, outstanding or payable in connection with
such Accounts at such time.

      Borrowing Base Certificate - a certificate by a responsible officer of
each Borrower, substantially in the form of Exhibit R (or another form
acceptable to Lenders) setting forth the calculation of the Borrowing Base,
including a calculation of each component thereof, all in such detail as shall
be satisfactory to Agent. All calculations of the Borrowing Base in connection
with the preparation of any Borrowing Base Certificate shall originally be made
by Borrowers and certified to Agent; provided, that Agent shall have the right
to review and adjust, in the exercise of its reasonable credit judgment, any
such calculation after giving notice thereof to the Borrowers, (1) to reflect
its reasonable estimate of declines in value of any of the Collateral described


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<PAGE>

therein, and (2) to the extent that such calculation is not in accordance with
this Agreement.

      Business Day - any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of Connecticut or is a day on which
banking institutions located in such state are closed.

      Capital Expenditures - expenditures made or liabilities incurred for the
acquisition of any fixed assets or improvements, replacements, substitutions or
additions thereto which have a useful life of more than one year, including the
total principal portion of Capitalized Lease Obligations.

      Capitalized Lease Obligation - any Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.

      Closing Date - the date on which all of the conditions precedent in
Section 10 of the Agreement are satisfied and the initial Loan is made or the
initial Letter of Credit or LC Guaranty is issued under the Agreement.

      Collateral - all of the Property and interests in Property described in
Section 6 of the Agreement, and all other Property and interests in Property
that now or hereafter secure the payment and performance of any of the
Obligations.

      Commercial Letter of Credit - a Letter of Credit issued for the purpose of
purchasing goods.

      Computer Hardware and Software - all of Borrowers' rights (including
rights as licensee and lessee) with respect to (i) computer and other electronic
data processing hardware, including all integrated computer systems, central
processing units, memory units, display terminals, printers, computer elements,
card readers, tape drives, hard and soft disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories, peripheral devices and
other related computer hardware; (ii) all software and all software programs
designed for use on the computers and electronic data processing hardware
described in clause (i) above, including all operating system software,
utilities and application programs in any form (source code and object code in
magnetic tape, disk or hard copy format or any other listings whatsoever); (iii)
any firmware associated with any of the foregoing; and (iv) any documentation
for hardware, Software and firmware described in clauses (i), (ii) and (iii)
above, including flow charts, logic diagrams, manuals, specifications, training
materials, charts and pseudo codes.

      Commitments - means the Revolving Credit Commitments.

      Consolidated - the consolidation in accordance with GAAP of the accounts
or other items as to which such term applies.


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<PAGE>

      Contract Right - any right of Borrowers to payment under a contract for
the sale or lease of goods or the rendering of services, which right is at the
time not yet earned by performance.

      Current Assets - at any date means the assets of a Person that would be
properly classified as current assets shown on a balance sheet at such date in
accordance with GAAP.

      Default - an event or condition the occurrence of which would, with the
lapse of time or the giving of notice, or both, become an Event of Default.

      Default Rate - as defined in subsection 2.1.2 of the Agreement.

      Delinquent Lender - as defined in subsection 4.4.2 of the Agreement.

      Distribution - in respect of any entity means and includes: (i) the
payment of any dividends or other distributions on capital stock or other equity
interests of such entity (except distributions in such stock or equity
interests) and (ii) the redemption, repurchase or other acquisition or
retirement of any of the capital stock or other equity securities of such entity
at any time outstanding unless made contemporaneously from the net proceeds of
the sale of shares of its capital stock or membership interests.

      Dominion Account - a special account established by Borrowers pursuant to
the Agreement at a bank selected by Borrowers, but acceptable to Agent in its
reasonable discretion, and over which Agent on behalf of each of the Lenders
shall have sole and exclusive access and control for withdrawal purposes.

      EBITDA - with respect to any fiscal period of Borrowers, the sum of
Borrowers' Consolidated net earnings (or loss) before interest expense, taxes,
depreciation and amortization for said period as determined in accordance with
GAAP.

      Eligible Account - an Account arising in the ordinary course of any
Borrower's business from the sale of goods or rendition of services which Agent,
in its sole credit judgment, deems to be an Eligible Account. Without limiting
the generality of the foregoing, no Account shall be an Eligible Account if:

                  (i) it arises out of a sale made by any Borrower to a
            Subsidiary or an Affiliate of any Borrower or to a Person controlled
            by an Affiliate of any Borrower; or

                  (ii) it is unpaid for more than sixty (60) days after the
            original due date shown on the invoice; or

                  (iii) it is due or unpaid more than ninety (90) days after the
            original invoice date; or


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<PAGE>

                  (iv) 50% or more of the Accounts from the Account Debtor are
            not deemed Eligible Accounts hereunder; or

                  (v) the total unpaid Accounts of the Account Debtor exceed 20%
            (30% in the case of Whole Foods Market, Inc.) of the net amount of
            all Eligible Accounts, to the extent of such excess; or

                  (vi) any covenant, representation or warranty contained in the
            Agreement with respect to such Account has been breached; or

                  (vii) the Account Debtor is also a Borrower's creditor or
            supplier, or the Account Debtor has disputed liability with respect
            to such Account, or the Account Debtor has made any claim with
            respect to any other Account due from such Account Debtor to any
            Borrower, or the Account otherwise is or may become subject to any
            right of setoff by the Account Debtor; or

                  (viii) the Account Debtor has commenced a voluntary case under
            the federal bankruptcy laws, as now constituted or hereafter
            amended, or made an assignment for the benefit of creditors, or a
            decree or order for relief has been entered by a court having
            jurisdiction in the premises in respect of the Account Debtor in an
            involuntary case under the federal bankruptcy laws, as now
            constituted or hereafter amended, or any other petition or other
            application for relief under the federal bankruptcy laws has been
            filed against the Account Debtor, or if the Account Debtor has
            failed, suspended business, ceased to be Solvent, or consented to or
            suffered a receiver, trustee, liquidator or custodian to be
            appointed for it or for all or a significant portion of its assets
            or affairs; or

                  (ix) it arises from a sale to an Account Debtor outside the
            United States, unless the sale is on letter of credit, guaranty or
            acceptance terms, in each case acceptable to Agent in its sole
            discretion; or

                  (x) it arises from a sale to the Account Debtor on a
            bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
            consignment or any other repurchase or return basis; or

                  (xi) the Account Debtor is the United States of America or any
            department, agency or instrumentality thereof, unless Borrowers
            assign their right to payment of such Account to Agent for the
            account of Lenders, in a manner satisfactory to Agent, so as to
            comply with the Assignment of Claims Act of 1940 (31 U.S.C.ss.203 et
            seq., as amended); or

                  (xii) the Account is subject to a Lien other than a Permitted
            Lien; or

                  (xiii) the goods giving rise to such Account have not been
            delivered to and accepted by the Account Debtor or the services
            giving rise to such Account have not been performed by Borrowers and


                                       90
<PAGE>

            accepted by the Account Debtor or the Account otherwise does not
            represent a final sale; or

                  (xiv) the Account is evidenced by Chattel Paper or an
            Instrument of any kind, or has been reduced to judgment; or

                  (xv) Borrowers have made any agreement with the Account Debtor
            for any deduction therefrom, except for discounts or allowances
            which are made in the ordinary course of business and which
            discounts or allowances are reflected in the calculation of the face
            value of each invoice related to such Account; or

                  (xvi) Borrowers have made an agreement with the Account Debtor
            to extend the time of payment thereof.

      Eligible Inventory - such Inventory of Borrowers (other than packaging
materials and supplies) which Agent, in its sole credit judgment, deems to be
Eligible Inventory. Without limiting the generality of the foregoing, no
Inventory shall be Eligible Inventory if:

                  (i) it is not raw materials or finished goods, or
            work-in-process that is, in Agent's opinion, readily marketable in
            its current form; or

                  (ii) it is not in good, new and saleable condition; or

                  (iii) it is slow-moving, obsolete or unmerchantable; or

                  (iv) it does not meet all standards imposed by any
            governmental agency or authority; or

                  (v) it does not conform in all respects to the warranties and
            representations set forth in the Agreement; or

                  (vi) it is not at all times subject to Agent's duly perfected,
            first-priority security interest for the benefit of itself and the
            Lenders and no other Lien except a Permitted Lien; or

                  (vii) it is not situated at a location in compliance with the
            Agreement or is in transit; or

                  (viii) it is held for retail sale at a retail store owned or
            operated by a Borrower or a Subsidiary thereof; or

                  (ix) it is perishable agricultural or farming products such as
            fruits, vegetables or meat.


                                       91
<PAGE>

      Environmental Laws - all federal, state and local laws, rules,
regulations, ordinances, programs, permits, guidances, orders and consent
decrees relating to health, safety and environmental matters.

      ERISA - the Employee Retirement Income Security Act of 1974, as amended,
and all rules and regulations from time to time promulgated thereunder.

      ESOP Note - that certain Fixed Rate Term Loan Note dated as of November 1,
1988, in the original principal amount of $4,080,000, from the Cornucopia
Natural Foods, Inc. Employee Stock Ownership Trust to Steven Townsend, as
Trustee for Steven Townsend, Norman Cloutier, Daniel Atwood and Theodore
Cloutier, as amended by that certain Modification to Fixed Rate Term Loan Note
dated February 26, 1993.

      Event of Default - as defined in Section 11.1 of the Agreement.

      FCC - Fleet Capital Corporation, a Rhode Island corporation, and its
successors and assigns.

      Fixed Charge Coverage Ratio - for any period of the Borrowers, on a
Consolidated basis, that quotient equal to (A) the sum of (i) EBITDA, less (ii)
the sum of taxes paid and nonfinanced Capital Expenditures made during such
period, divided by (B) the sum of (i) interest payments, (ii) scheduled payments
and prepayments on Indebtedness for Money Borrowed for such period, determined
in accordance with GAAP, and (iii) all Distributions, if any, paid in cash.

      GAAP - generally accepted accounting principles in the United States of
America in effect from time to time.

      Guarantor[s] - Natural Retail Group, Inc., a Delaware corporation,
Albert's Organics, Inc., a California corporation, and any other Person who may
hereafter guarantee payment or performance of the whole or any part of the
Obligations.

      Guaranty Agreement[s] - the Continuing Guaranty Agreement[s] which are to
be executed by each Guarantor in form and substance satisfactory to Lenders.

      Indebtedness - as applied to a Person means, without duplication

                  (i) all items which in accordance with GAAP would be included
            in determining total liabilities as shown on the liability side of a
            balance sheet of such Person as at the date as of which Indebtedness
            is to be determined, including, without limitation, Capitalized
            Lease Obligations,

                  (ii) all obligations of other Persons which such Person has
            guaranteed,


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<PAGE>

                  (iii) all reimbursement obligations in connection with letters
            of credit or letter of credit guaranties issued for the account of
            such Person, and

                  (iv) in the case of Borrowers (without duplication), the
            Obligations.

      Intellectual Property - all past, present and future: trade secrets,
know-how and other proprietary information; trademarks, internet domain names,
service marks, trade dress, trade names, business names, designs, logos, slogans
(and all translations, adaptations, derivations and combinations of the
foregoing) indicia and other source and/or business identifiers, and the
goodwill of the business relating thereto and all registrations or applications
for registrations which have heretofore been or may hereafter be issued thereon
throughout the world; copyrights (including copyrights for computer programs)
and copyright registrations or applications for registrations which have
heretofore been or may hereafter be issued throughout the world and all tangible
property embodying the copyrights, unpatented inventions (whether or not
patentable); patent applications and patents; industrial design applications and
registered industrial designs; license agreements related to any of the
foregoing and income therefrom; books, records, writings, computer tapes or
disks, flow diagrams, specification sheets, computer software, source codes,
object codes, executable code, data, databases and other physical
manifestations, embodiments or incorporations of any of the foregoing; the right
to sue for all past, present and future infringements of any of the foregoing;
all other intellectual property; and all common law and other rights throughout
the world in and to all of the foregoing.

      Interest Expense - with respect to any fiscal period, the interest expense
incurred for such period as determined in accordance with GAAP plus the Letter
of Credit and LC Guaranty fees owing for such period.

      Interest Period - as applicable to any LIBOR Advance, a period commencing
on the date a LIBOR Advance is made, and ending on the date which is one (1)
month, two (2) months, three (3) months, or six (6) months later, as may then be
requested by Borrower; provided that (i) any Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period,
(iii) there remains a minimum of one (1) month, two (2) months, three (3) months
or six (6) months (depending upon which Interest Period Borrowers select) before
the Maturity Date; and (iv) all Interest Periods of the same duration which
commence on the same date shall end on the same date.

      LC Documents - Letters of Credit, LC Guaranties and all other agreements,
instruments and documents relating to Letters of Credit or LC Guaranties.

      LC Amount - at any time, the aggregate undrawn face amount of and any
unreimbursed amount payable with respect to all Letters of Credit and LC
Guaranties then outstanding.


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<PAGE>

      LC Guaranty - any guaranty pursuant to which FCC or any Affiliate of FCC
shall guaranty the payment or performance by a Borrower of its reimbursement
obligation under any letter of credit.

      Letter of Credit - any letter of credit procured by FCC hereunder for the
account of Borrowers.

      LIBOR - as applicable to any LIBOR Advance for any Interest Period, the
rate per annum (rounded upward, if necessary, to the nearest 1/32 of one
percent) as determined on the basis of the offered rates for deposits in U.S.
dollars, for a period of time comparable to such LIBOR Advance which appears on
the Telerate page 3750 as of 11:00 a.m. (London time) on the day that is two (2)
London Banking Days preceding the first day of such LIBOR Advance; provided,
however, if the rate described above does not appear on the Telerate System on
any applicable interest determination date, the LIBOR rate shall be the rate
(rounded upwards as described above, if necessary) for deposits in U.S. dollars
for a period substantially equal to the Interest Period for such LIBOR Advance
on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on
that service for the purpose of displaying such rates), as of 11:00 a.m. (London
Time), on the day that is two (2) London Banking Days prior to the beginning of
such Interest Period. If both the Telerate and Reuters systems are unavailable,
then LIBOR will be determined on the basis of the offered rates for deposits in
U.S. dollars for a period of time comparable to such LIBOR Advance which are
offered by four (4) major banks in the London interbank market at approximately
11:00 a.m. (London time), on the day that is two (2) London Banking Days
preceding the first day of such LIBOR Advance as selected by Agent. The
principal London office of each of the major London banks so selected will be
requested to provide a quotation of its U.S. dollar deposit offered rate. If at
least two (2) such quotations are provided, LIBOR will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, LIBOR
will be determined on the basis of the rates quoted for loans in U.S. dollars to
leading European banks for a period of time comparable to such LIBOR Advance
offered by major banks in New York City at approximately 11:00 a.m. (New York
City time), on the day that is two (2) London Banking Days preceding the first
day of such LIBOR Advance. In the event that Agent is unable to obtain any such
quotation as provided above, it will be determined that LIBOR for such LIBOR
Advance cannot be determined. In the event that the Board of Governors of the
Federal Reserve System shall impose a Reserve Percentage with respect to
Eurocurrency liabilities then for any period during which such Reserve
Percentage shall apply, LIBOR shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage.

      LIBOR Advance - any Loan bearing interest computed by reference to the
LIBOR.

      Lien - any interest in Property securing an obligation owed to, or a claim
by, a Person other than the owner of the Property, whether such interest is
based on common law, statute or contract. The term "Lien" shall also include
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purpose of the Agreement, Borrowers shall be deemed


                                       94
<PAGE>

to be the owner of any Property which they have acquired or hold subject to a
conditional sale agreement or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.

      Loan Account - the loan account established on the books of Agent pursuant
to Section 3.6 of the Agreement.

      Loan Documents - the Agreement, the Other Agreements and the Security
Documents.

      Loans - all loans and advances of any kind made by Lenders, and/or by any
Affiliates of Lenders, pursuant to the Agreement.

      London Banking Day - any Business Day on which commercial banks are open
for business in London, England.

      Material Adverse Effect - an event, condition or state of facts which has
or could reasonably be expected to have a material and adverse effect on the
business, operations or conditions (financial or otherwise) of any Borrower or
any Subsidiary thereof or the existence or value of any of the Collateral or on
the validity or enforceability of any Loan Document.

      Maturity Date - March 31, 2008.

      Money Borrowed - means (i) Indebtedness arising from the lending of money
by any Person to Borrowers; (ii) Indebtedness, whether or not in any such case
arising from the lending by any Person of money to Borrowers, (A) which is
represented by notes payable or drafts accepted that evidence extensions of
credit, (B) which constitutes obligations evidenced by bonds, debentures, notes
or similar instruments, or (C) upon which interest charges are customarily paid
(other than accounts payable) or that was issued or assumed as full or partial
payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease
Obligation; (iv) reimbursement obligations with respect to letters of credit or
guaranties of letters of credit and (v) Indebtedness of Borrowers under any
guaranty of obligations that would constitute Indebtedness for Money Borrowed
under clauses (i) through (iii) hereof, if owed directly by Borrowers.

      Multiemployer Plan - has the meaning set forth in Section 4001(a)(3) of
ERISA.

      Net Worth - the shareholders' equity, excluding treasury stock, of a
Person as determined in accordance with GAAP.

      Notes - the Revolving Credit Notes and the Swingline Note.

      Notice of Assignment - a Notice of Assignment delivered to Agent pursuant
to Section 12.10.2 or 13.3 hereof in the form of Exhibit U hereto.

      NRG - Natural Retail Group, Inc., a Delaware corporation.


                                       95
<PAGE>

      Obligations - all Loans and all other advances, debts, liabilities,
obligations, covenants and duties, together with all interest, fees and other
charges thereon, owing, arising, due or payable from Borrowers to Lenders,
Agent, and/or to any Affiliate of Lenders or Agent, of any kind or nature,
present or future, whether or not evidenced by any note, guaranty or other
instrument, whether arising under the Agreement or any of the other Loan
Documents whether direct or indirect (including those acquired by assignment and
arising out of the provision by Agent or its Affiliates of hedging or swap
interest rate arrangements for Borrowers and any liabilities incurred with
respect to ACH and other cash management arrangements), absolute or contingent,
primary or secondary, due or to become due, now existing or hereafter arising
and however acquired.

      Original Loan Agreement - the Loan and Security Agreement dated August 31,
2001 among the Agent and certain other agents, the Borrowers party thereto and
the Lenders party thereto, as amended by the First Amendment to Loan and
Security Agreement dated April 16, 2002, the Second Amendment to Loan and
Security Agreement dated September 26, 2002, the Third Amendment to Loan and
Security Agreement dated October 17, 2002, the Fourth Amendment to Loan and
Security Agreement dated October 26, 2002, the Fifth Amendment to Loan and
Security Agreement dated February 14, 2003, the Sixth Amendment to Loan and
Security Agreement dated April 28, 2003, the Seventh Amendment to Loan and
Security Agreement dated August 29, 2003 and the Eighth Amendment to Loan and
Security Agreement dated December 18, 2003;

      Organizational I.D. Number - with respect to Borrowers, the organizational
identification number assigned to Borrowers by the applicable governmental unit
or agency of the jurisdiction of organization of Borrowers.

      Other Agreements - any and all agreements, instruments and documents
(other than the Agreement and the Security Documents), heretofore, now or
hereafter executed by any Borrower, any Subsidiary of any Borrower or any other
third party and delivered to the Agent or Lenders in respect of the transactions
contemplated by the Agreement.

      Overadvance - the amount, if any, by which the outstanding principal
amount of Revolving Credit Loans plus the LC Amount exceeds the Borrowing Base.

      Participant - as defined in Section 12.10.3.

      Payment Account - as defined in subsection 4.1.1.

      Payor - as defined in Section 4.4.1 of the Agreement.

      Permitted Liens - any Lien of a kind specified in subsection 9.2.5 of the
Agreement.

      Permitted Purchase Money Indebtedness - any Purchase Money Indebtedness
and Capitalized Lease Obligations of Borrowers incurred after the date hereof
which is secured solely by a Purchase Money Lien.


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      Person or person - an individual, partnership, corporation, limited
liability company, joint stock company, land trust, business trust, or
unincorporated organization, or a government (or agency, instrumentality or
political subdivision thereof) and shall include any syndicate or group which
would be deemed to be a "person" under Section 13(d)(3) of the Securities and
Exchange Act of 1934, as amended.

      Plan - an employee benefit plan now or hereafter maintained for employees
of Borrowers that is covered by Title IV of ERISA.

      Projections - Each Borrower's forecasted Consolidated and consolidating
(a) balance sheets, (b) profit and loss statements, (c) cash flow statements,
and (d) capitalization statements, all prepared on a consistent basis with each
Borrower's historical financial statements, together with appropriate supporting
details and a statement of underlying assumptions.

      Property or Properties - any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

      Pro Rata - a share of or in all Revolving Credit Loans, participations in
the LC Amount (or, in the case of FCC, the portion of the LC Amount in which FCC
does not sell a participation interest pursuant to Section 1.3.1 of the
Agreement), obligations to indemnify or reimburse FCC as the procurer of Letters
of Credit, payments, proceeds, collections, Collateral and expenses, which share
for any Lender on any date shall be a percentage arrived at by dividing the
amount of the Commitment of such Lender on such date by the aggregate amount of
the Commitments of all Lenders on such date.

      Purchase Money Indebtedness - means and includes (i) Indebtedness (other
than the Obligations) for the payment of all or any part of the purchase price
of any fixed assets, (ii) any Indebtedness (other than the Obligations) incurred
at the time of or within ten (10) days prior to or after the acquisition of any
fixed assets for the purpose of financing all or any part of the purchase price
thereof, and (iii) any renewals, extensions or refinancings thereof, but not any
increases in the principal amounts thereof outstanding at the time.

      Purchase Money Lien - a Lien upon fixed assets which secures Purchase
Money Indebtedness, but only if such Lien shall at all times be confined solely
to the fixed assets the purchase price of which was financed through the
incurrence of the Purchase Money Indebtedness secured by such Lien.

      Purchased Rights - as defined in subsection 4.4.2 of the Agreement.

      Reportable Event - any of the events set forth in Section 4043(b) of
ERISA.

      Required Lenders - Lenders having at least 51% of the aggregate amount of
the Commitments or, if the Commitments shall have terminated, Lenders holding at
least 51% of the aggregate unpaid principal amount of the Revolving Credit Loans


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and participations in the LC Amount.

      Required Payment - as defined in Section 4.4.1 of the Agreement.

      Reserve Percentage - the maximum aggregate reserve requirement (including
all basic, supplemental, marginal and other reserves) which is imposed on member
banks of the Federal Reserve System against "Eurocurrency liabilities" as
defined in Regulation D of the Board of Governors of the Federal Reserve System
(or any successor) as the same may be modified or supplemented and in effect
from time to time.

      Restricted Investment - any investment made in cash or by delivery of
Property to any Person, whether by acquisition of stock, Indebtedness or other
obligation or Security, or by loan, advance or capital contribution, or
otherwise, or in any Property except the following:

                  (i) investments in one or more Subsidiaries of Borrowers to
            the extent existing on the Closing Date;

                  (ii) Property to be used in the ordinary course of business;

                  (iii) Current Assets arising from the sale of goods and
            services in the ordinary course of business of Borrowers and their
            Subsidiaries;

                  (iv) investments in direct obligations of the United States of
            America, or any agency thereof or obligations guaranteed by the
            United States of America, provided that such obligations mature
            within one (1) year from the date of acquisition thereof;

                  (v) investments in certificates of deposit maturing within one
            (1) year from the date of acquisition issued by a bank or trust
            company organized under the laws of the United States or any state
            thereof having capital surplus and undivided profits aggregating at
            least $100,000,000;

                  (vi) investments in commercial paper given the highest rating
            by a national credit rating agency and maturing not more than 270
            days from the date of creation thereof; and

                  (vii) Permitted Acquisitions (as defined in Section 9.2.1);

                  (viii) common stock of UNF repurchased by UNF.

      Revolving Credit Commitment - for each Lender, the obligation of such
Lender to make Revolving Credit Loans and participate in the Swingline Loans and
LC Amount in an aggregate principal amount at any one time outstanding up to but
not exceeding (a) in the case of any such Lender originally party hereto, the
sum of (i) the amount set opposite the name of such Lender on the signature


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pages hereto plus (ii) the aggregate amount of Revolving Credit Commitments
acquired by such Lender from other Lenders pursuant to Sections 4.4.2, 12.10 and
13.3 hereof minus (iii) the aggregate amount of Revolving Credit Commitments
transferred by such Lender to one or more other Lenders pursuant to Sections
4.4.2, 12.10 and 13.3 hereof and (b) in the case of any such Lender that was not
originally party hereto, (i) the aggregate amount of Revolving Credit
Commitments acquired by such Lender from one or more other Lenders pursuant to
Sections 4.4.2, 12.10 and 13.3 hereof, minus (ii) the aggregate amount of
Revolving Credit Commitments transferred by such Lender to one or more other
Lenders pursuant to Sections 4.4.2, 12.10 and 13.3 hereof, in each case, as such
obligation may be reduced from time to time.

      Revolving Credit Commitment Percentage - as to any Lender, the ratio of
(a) the amount of the Revolving Credit Commitment of such Lender to (b) the
aggregate amount of the Revolving Credit Commitments of all of the Lenders.

      Revolving Credit Commitment Termination Date - March 31, 2008.

      Revolving Credit Loan(s) - Loans made by Lenders as provided in Section
1.1 of the Agreement.

      Revolving Credit Note(s) - the Promissory Notes to be executed by
Borrowers on or about the Closing Date in favor of each of the Lenders to
evidence the Revolving Credit Loans, which shall be in substantially the form of
Exhibit A to the Agreement.

      Schedule of Accounts - as defined in subsection 7.2.1 of the Agreement.

      Security - shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

      Security Agreements - the Security Agreements executed and delivered by
Guarantors in form and substance satisfactory to Agent.

      Security Documents - the Security Agreements, the Guaranty Agreements, and
all other instruments and agreements now or at any time hereafter securing the
whole or any part of the Obligations.

      Solvent - as to any Person, that such Person (i) owns Property whose fair
saleable value is greater than the amount required to pay all of such Person's
Indebtedness (including contingent debts), (ii) is able to pay all of its
Indebtedness as such Indebtedness matures and (iii) has capital sufficient to
carry on its business and transactions and all business and transactions in
which it is about to engage.

      Standby Letter of Credit - a Letter of Credit issued for any purpose other
than the purchase of goods.


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      Subordinated Debt - Indebtedness of Borrowers that is subordinated to the
Obligations in a manner satisfactory to Agent.

      Subsidiary - any Person of which a Borrower (i) owns, directly or
indirectly through one or more intermediaries, (a) shares of stock having
ordinary voting power to elect a majority of the Board of Directors (or
equivalent governing body) of such Person (irrespective of whether at the time
stock of any other class or classes of such Person shall or might have voting
power upon the occurrence of any contingency); or (b) more than 50% of the
Voting Stock or any other ownership or equity interest in such Person; or (ii)
controls the management of such Person.

      SwingLine Loan - as defined in Section 3.1.3(ii) of the Agreement.

      SwingLine Note - the Promissory Note to be executed by Borrowers on or
about the Closing Date in favor of FCC to evidence the SwingLine Loans, which
shall be in substantially the form of Exhibit B to the Agreement.

      Term Loan - that certain Term Loan from FCC in the principal amount not to
exceed the greater of $38,833,331.33 or seventy-five percent (75%) of the
appraised fair market value of the real property mortgaged to secure such Term
Loan made pursuant to the Term Loan Agreement.

      Term Loan Agreement - that certain Term Loan Agreement dated as of April
28, 2003 among UNF, SMI, UNFPA and Albert's Organics, Inc. and FCC, as amended,
modified and supplemented from time to time.

      Total Credit Facility - $250,000,000.

      Type of Organization - with respect to Borrowers, the kind or type of
entity by which each Borrower is organized, such as a corporation or limited
liability company.

      UCC - the Uniform Commercial Code as in effect in the State of Connecticut
on the date of this Agreement, as the UCC may be amended or otherwise modified,
including by the UCC Revisions.

      Voting Stock - Securities of any class or classes of a corporation the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions).

      Other Terms. All other terms contained in the Agreement shall have, when
the context so indicates, the meanings provided for by the UCC to the extent the
same are used or defined therein.

      Certain Matters of Construction. The terms "herein," "hereof" and
"hereunder" and other words of similar import refer to the Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. The section titles, table of contents and
list of exhibits appear as a matter of convenience only and shall not affect the


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interpretation of the Agreement. All references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations. All references to any of the Loan Documents shall include any and
all modifications thereto and any and all extensions or renewals thereof.


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LIST OF EXHIBITS

Exhibit A   Form of Revolving Credit Note
Exhibit B   Form of SwingLine Note
Exhibit C   Each Borrower's and each Subsidiary's Business Locations
Exhibit D   Jurisdictions in which Borrowers and their Subsidiaries rare
            Authorized to do Business
Exhibit E   Capital Structure
Exhibit F   Corporate Names
Exhibit G   Guarantees
Exhibit H   Tax Identification Numbers of Borrowers and Subsidiaries
Exhibit I   Patents, Trademarks, Copyrights and Licenses
Exhibit J   Contracts Restricting any Borrower's Right to Incur Debts
Exhibit K   Litigation
Exhibit L   Intentionally Omitted
Exhibit M   Intentionally Omitted
Exhibit N   Pension Plans
Exhibit O   Labor Contracts
Exhibit P   Compliance Certificate
Exhibit Q   Permitted Liens
Exhibit R   Form of Borrowing Base Certificate
Exhibit S   Affiliate Transactions
Exhibit T   Form of Assignment and Acceptance Agreement
Exhibit U   Form of Notice of Assignment
Exhibit V   Bank Accounts


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</TEXT>
</DOCUMENT>
