ADVANCE STORES CO INC
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 6, 2003
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 6, 2003
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

================================================================================



                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                            dated as of March 6, 2003


                                      among

                            ADVANCE AUTO PARTS, INC.,

               ADVANCE STORES COMPANY, INCORPORATED, as Borrower,

                            The Lenders Party Hereto


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                           ___________________________


                    J.P. MORGAN SECURITIES INC., as Sole Lead
                          Arranger and Sole Bookrunner

                                       and

             SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Documentation Agents

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
                                   ARTICLE I

                                  Definitions

SECTION 1.01.  Defined Terms ...................................................     1
SECTION 1.02.  Classification of Loans and Borrowings ..........................    39
SECTION 1.03.  Terms Generally .................................................    40
SECTION 1.04.  Accounting Terms; GAAP; Fiscal Month ............................    40


                                   ARTICLE II

                                  The Credits

SECTION 2.01.  Commitments .....................................................    41
SECTION 2.02.  Loans and Borrowings ............................................    42
SECTION 2.03.  Requests for Borrowings .........................................    43
SECTION 2.04.  Swingline Loans .................................................    44
SECTION 2.05.  Letters of Credit ...............................................    46
SECTION 2.06.  Funding of Borrowings ...........................................    51
SECTION 2.07.  Interest Elections ..............................................    52
SECTION 2.08.  Termination and Reduction of Commitments ........................    54
SECTION 2.09.  Repayment of Loans; Evidence of Debt ............................    55
SECTION 2.10.  Amortization of Term Loans ......................................    56
SECTION 2.11.  Prepayment of Loans .............................................    58
SECTION 2.12.  Fees ............................................................    61
SECTION 2.13.  Interest ........................................................    62
SECTION 2.14.  Alternate Rate of Interest ......................................    63
SECTION 2.15.  Increased Costs .................................................    64
SECTION 2.16.  Break Funding Payments ..........................................    65
SECTION 2.17.  Taxes ...........................................................    66
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs .....    68
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders ..................    70
SECTION 2.20.  [Intentionally Omitted] .........................................    71
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                 <C>
                                  ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers ............................................    73
SECTION 3.02.  Authorization; Enforceability ...................................    73
SECTION 3.03.  Governmental Approvals; No Conflicts ............................    74
SECTION 3.04.  Financial Condition; No Material Adverse Change .................    74
SECTION 3.05.  Properties ......................................................    75
SECTION 3.06.  Litigation and Environmental Matters ............................    76
SECTION 3.07.  Compliance with Laws and Agreements .............................    76
SECTION 3.08.  Investment and Holding Company Status ...........................    76
SECTION 3.09.  Taxes ...........................................................    76
SECTION 3.10.  ERISA ...........................................................    77
SECTION 3.11.  Disclosure ......................................................    77
SECTION 3.12.  Subsidiaries ....................................................    78
SECTION 3.13.  Insurance .......................................................    78
SECTION 3.14.  Labor Matters ...................................................    78
SECTION 3.15.  Solvency ........................................................    78
SECTION 3.16.  Senior Indebtedness .............................................    79
SECTION 3.17.  Security Documents ..............................................    79


                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  [Intentionally Omitted] .........................................    80
SECTION 4.02.  Each Credit Event ...............................................    80


                                   ARTICLE V

                             Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information ......................    81
SECTION 5.02.  Notices of Material Events ......................................    84
SECTION 5.03.  Information Regarding Collateral ................................    84
SECTION 5.04.  Existence; Conduct of Business ..................................    85
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                <C>
SECTION 5.05.  Payment of Obligations ..........................................    85
SECTION 5.06.  Maintenance of Properties .......................................    86
SECTION 5.07.  Insurance .......................................................    86
SECTION 5.08.  Casualty and Condemnation .......................................    87
SECTION 5.09.  Books and Records; Inspection and Audit Rights ..................    87
SECTION 5.10.  Compliance with Laws ............................................    88
SECTION 5.11.  Use of Proceeds and Letters of Credit ...........................    88
SECTION 5.12.  Additional Subsidiaries .........................................    89
SECTION 5.13.  Further Assurances ..............................................    89
SECTION 5.14.  Collection Deposit Accounts .....................................    90
SECTION 5.15.  Designated Senior Indebtedness ..................................    90
SECTION 5.16.  Interest Rate Protection ........................................    91

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness; Certain Equity Securities .........................    91
SECTION 6.02.  Liens ...........................................................    94
SECTION 6.03.  Fundamental Changes .............................................    95
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions .......    96
SECTION 6.05.  Asset Sales .....................................................    98
SECTION 6.06.  Hedging Agreements ..............................................   100
SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness ...........   100
SECTION 6.08.  Transactions with Affiliates ....................................   105
SECTION 6.09.  Restrictive Agreements ..........................................   106
SECTION 6.10.  Amendment of Material Documents .................................   106
SECTION 6.11.  Sale and Lease-Back Transactions ................................   107
SECTION 6.12.  Capital Expenditures ............................................   107
SECTION 6.13.  Leverage Ratio ..................................................   108
SECTION 6.14.  Consolidated Interest Expense Coverage Ratio ....................   108
SECTION 6.15.  Current Assets to Funded Senior Debt Ratio ......................   108
SECTION 6.16.  Purchase and Sale of Vehicles; Vehicle Subsidiary ...............   109
SECTION 6.17.  Senior Leverage Ratio ...........................................   109
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                         <C>
                                  ARTICLE VII

                               Events of Default


                                  ARTICLE VIII

                            The Administrative Agent


                                   ARTICLE IX

                                 Miscellaneous
SECTION 9.01.  Notices ..................................................................   116
SECTION 9.02.  Waivers; Amendments ......................................................   117
SECTION 9.03.  Expenses; Indemnity; Damage Waiver .......................................   119
SECTION 9.04.  Successors and Assigns ...................................................   121
SECTION 9.05.  Survival .................................................................   125
SECTION 9.06.  Counterparts; Integration; Effectiveness .................................   126
SECTION 9.07.  Severability .............................................................   126
SECTION 9.08.  Right of Setoff ..........................................................   126
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process ...............   126
SECTION 9.10.  WAIVER OF JURY TRIAL .....................................................   127
SECTION 9.11.  Headings .................................................................   128
SECTION 9.12.  Confidentiality ..........................................................   128
SECTION 9.13.  Interest Rate Limitation .................................................   129
SECTION 9.14.  Existing Credit Agreement; Effectiveness of Amendment and Restatement ....   129
</TABLE>

SCHEDULES:

Schedule 1.01(a)    --     Office Buildings and Distribution Centers Held for
                           Sale
Schedule 1.01(b)    --     Mortgaged Property
Schedule 2.01       --     Commitments
Schedule 3.06       --     Disclosed Matters

                                       iv

<PAGE>

Schedule 3.12       --     Subsidiaries
Schedule 3.13       --     Insurance
Schedule 3.17       --     Mortgage Filing Offices
Schedule 6.01       --     Existing Indebtedness
Schedule 6.02       --     Existing Liens
Schedule 6.04       --     Existing Investments
Schedule 6.05(a)    --     Specified Assets
Schedule 6.05(b)    --     Specified Stores
Schedule 6.08       --     Existing Affiliated Leases
Schedule 6.09       --     Existing Restrictions


EXHIBITS:

Exhibit A   --   Form of Assignment and Assumption
Exhibit B   --   Form of Indemnity, Subrogation and
                 Contribution Agreement
Exhibit C   --   Form of Guarantee Agreement
Exhibit D   --   Form of Pledge Agreement
Exhibit E   --   Form of Security Agreement

                                        v

<PAGE>

                    AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6,
               2003, among ADVANCE AUTO PARTS, INC., ADVANCE STORES COMPANY,
               INCORPORATED, the LENDERS party hereto, JPMORGAN CHASE BANK, as
               Administrative Agent, and SUNTRUST BANK and WACHOVIA BANK,
               NATIONAL ASSOCIATION, as Documentation Agents.

          WHEREAS, Holdings, the Borrower, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent, are parties to an Amended and
Restated Credit Agreement dated as of June 28, 2002 (the "Existing Credit
Agreement"), as in effect immediately prior to the Restatement Effective Date
(as defined herein), which Existing Credit Agreement amended and restated the
Original Credit Agreement (as defined herein));

          WHEREAS, Holdings, the Borrower, the Required Restatement Lenders (as
defined therein) and JPMorgan Chase Bank, as administrative agent, are parties
to an Amendment and Restatement Agreement dated as of March 6, 2003 (the
"Amendment and Restatement Agreement");

          WHEREAS, subject to the satisfaction of the conditions set forth in
the Amendment and Restatement Agreement, the Original Credit Agreement shall be
amended and restated as provided herein.

          NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

          "Additional Senior Subordinated Notes" means the senior subordinated
notes to be issued by the Borrower on or prior to the Effective Date with gross
proceeds not exceeding $186,000,000.

<PAGE>

                                                                               2

          "Additional Subordinated Debt" means the Additional Senior
Subordinated Notes, any Guarantees thereof and the Indebtedness represented
thereby.

          "Additional Subordinated Debt Documents" means the indenture under
which the Additional Subordinated Debt is issued and all other instruments,
agreements and other documents evidencing or governing the Additional
Subordinated Debt or providing for any Guarantee or other right in respect
thereof.

          "Adjusted Consolidated Net Income" means, for any period, net income
or loss of Holdings and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, provided that, without duplication,
(a) there shall be excluded (i) the income of any Person in which any other
Person (other than the Borrower or any of the Subsidiaries or any director
holding qualifying shares in compliance with applicable law) has a joint
interest, except such income shall be included to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of the
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any of the Subsidiaries or the date that
Person's assets are acquired by the Borrower or any of the Subsidiaries and
(iii) gains and losses from, or incurred in connection with, the sale,
liquidation or other disposition of assets outside the ordinary course of
business; (b) there shall be excluded Reorganization Expenses incurred prior to
December 31, 2005 in an aggregate amount not to exceed (i) $20,000,000 during
the fiscal year ending on January 3, 2004, (ii) $10,000,000 during any such
fiscal year ending after January 3, 2004 and (iii) $60,000,0000 for all five
fiscal years ending on or prior to December 31, 2005, combined; (c) there shall
be excluded Debt Retirement Costs; and (d) except for purposes of calculating
the Consolidated Interest Expense Coverage Ratio, Adjusted Consolidated Net
Income shall be determined on a pro forma basis to give effect to any Permitted
Acquisitions and any divestitures by the Borrower or any Subsidiary of all or
substantially all the assets of, or all the Equity Interests in, a Person or
division or line of business of a Person occurring during such period as if such
transactions had occurred on the first day of such period.

          "Adjusted LIBO Rate" means an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to, with respect to any
Eurodollar Tranche A Borrowing, Eurodollar Tranche A-1 Borrowing, Eurodollar
Tranche C Borrowing, Eurodollar Tranche C-1 Borrowing or

<PAGE>

                                                                               3

Eurodollar Revolving Borrowing for any Interest Period, (i) the LIBO Rate for
such Interest Period multiplied by (ii) the Statutory Reserve Rate.

          "Administrative Agent" means JPMorgan Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

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

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

          "Agents" means, collectively, the Administrative Agent, the Collateral
Agent and the Documentation Agents.

          "AHC Holdings" means Advance Holding Corporation, a Virginia
corporation.

          "AHC Merger" means the merger of AHC Holdings with and into Holdings,
in accordance with the Merger Agreement, with Holdings being the surviving
corporation.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

          "Amendment and Restatement Agreement" has the meaning given such term
in the recitals hereto.

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

<PAGE>

                                                                               4

          "Applicable Rate" means, for any day:

          (a)  with respect to any ABR Loan or Eurodollar Loan that is a Tranche
C Term Loan or Tranche C-1 Term Loan, the applicable rate per annum set forth
below under the caption "ABR Spread" or "Eurodollar Spread", as the case may be,
based upon the Leverage Ratio as of the most recent determination date; provided
that until the delivery of the financial statements pursuant to Section 5.01 for
the fiscal quarter ending October 4, 2003, the "Applicable Rate" for purposes of
this clause (a) shall be the applicable rate per annum set forth in Category 3:

<TABLE>
<CAPTION>
====================================================================================================
                                                                 ABR               Eurodollar
                                                                 ---               ----------
                    Leverage Ratio:                             Spread               Spread
                    ---------------                             ------               ------
----------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>
                       Category 1
                       ----------
        Leverage Ratio is less than 1.50 to 1.00                 1.25%                2.25%
----------------------------------------------------------------------------------------------------
                       Category 2
                       ----------
Leverage Ratio is greater than or equal to 1.50 to 1.00          1.50%                2.50%
               and less than 2.00 to 1.00
----------------------------------------------------------------------------------------------------
                       Category 3
                       ---------
Leverage Ratio is greater than or equal to 2.00 to 1.00          1.75%                2.75%
               and less than 2.50 to 1.00
----------------------------------------------------------------------------------------------------
                       Category 4                                2.00%                3.00%
                       ----------
Leverage Ratio is greater than or equal to 2.50 to 1.00
               and less than 3.00 to 1.00
----------------------------------------------------------------------------------------------------
                       Category 5
                       ----------
Leverage Ratio is greater than or equal to 3.00 to 1.00          2.25%                3.25%
               and less than 3.50 to 1.00
----------------------------------------------------------------------------------------------------
                       Category 6
                       ----------
Leverage Ratio is greater than or equal to 3.50 to 1.00          2.50%                3.50%
====================================================================================================
</TABLE>

          (b)  with respect to any ABR Loan or Eurodollar Loan that is a
Revolving Loan, Tranche A Term Loan, Tranche A-1 Term Loan or with respect to
commitment fees in respect of Revolving Commitments payable under Section
2.12(a), as the case may be, the applicable rate per annum set forth below under
the caption "ABR Spread", "Eurodollar Spread" or "Commitment Fee Rate", as the
case may be, based upon the Leverage Ratio as of the most recent determination
date; provided that until the delivery of the financial statements pursuant to
Section 5.01 for the fiscal quarter ending October 4, 2003, the "Applicable
Rate" for purposes

<PAGE>

                                                                               5

of this clause (b) shall be the applicable rate per annum set forth below in
Category 3:

<TABLE>
<CAPTION>
====================================================================================================
                                                     ABR          Eurodollar       Commitment Fee
                                                     ---          ----------       --------------
                Leverage Ratio:                     Spread          Spread              Rate
                ---------------                     ------          ------              ----
----------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>              <C>
                  Category 1
                  ----------
   Leverage Ratio is less than 1.50 to 1.00         1.25%            2.25%             0.375%
----------------------------------------------------------------------------------------------------
                  Category 2
                  ----------
  Leverage Ratio is greater than or equal to        1.50%            2.50%             0.375%
    1.50 to 1.00 and less than 2.00 to 1.00
----------------------------------------------------------------------------------------------------
                  Category 3
                  ----------
  Leverage Ratio is greater than or equal to        1.75%            2.75%             0.500%
    2.00 to 1.00 and less than 2.50 to 1.00
----------------------------------------------------------------------------------------------------
                  Category 4
                  ----------
  Leverage Ratio is greater than or equal to        2.00%            3.00%             0.500%
    2.50 to 1.00 and less than 3.00 to 1.00
----------------------------------------------------------------------------------------------------
                  Category 5
                  ----------
  Leverage Ratio is greater than or equal to        2.25%            3.25%             0.500%
    3.00 to 1.00 and less than 3.50 to 1.00
----------------------------------------------------------------------------------------------------
                  Category 6
                  ----------
  Leverage Ratio is greater than or equal to        2.50%            3.50%             0.500%
                 3.50 to 1.00
====================================================================================================
</TABLE>

          For purposes of the foregoing clauses (a) and (b), (i) the Leverage
Ratio shall be determined as of the end of each fiscal quarter of the Borrower's
fiscal year based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the
Applicable Rate resulting from a change in the Leverage Ratio shall be effective
during the period commencing on and including the date of delivery to the
Administrative Agent of such consolidated financial statements indicating such
change and ending on the date immediately preceding the effective date of the
next such change; provided that the Leverage Ratio shall be deemed to be in
Category 6, for purposes of the foregoing clauses (a) and (b), (A) at any time
that an Event of Default has occurred and is continuing or (B) if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant

<PAGE>

                                                                               6

to Section 5.01(a) or (b), during the period from the expiration of the time for
delivery thereof until such consolidated financial statements are delivered.

          "Approved Fund" has the meaning assigned to such term in Section
9.04(b).

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

          "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Available Excess Cash Flow" means, as of any date, an amount equal to
(a) the sum of Excess Cash Flow for each preceding fiscal year for which a
mandatory prepayment was required by Section 2.11(c) less (b) the sum of the
prepayments made by the Borrower pursuant to Section 2.11(c).

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

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

          "Borrower" means Advance Stores Company, Incorporated, a Virginia
corporation.

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

<PAGE>

                                                                               7

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

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capex Adjustment" means, in respect of any fiscal year for which
Excess Cash Flow is required to be calculated hereunder, an amount equal to any
liabilities in respect of payment for Capital Expenditures for such fiscal year
that are included in the Borrower's consolidated current liabilities as of the
end of such fiscal year for purposes of determining the increase or decrease in
Net Working Capital for such fiscal year, but only to the extent that such
liabilities are paid in cash prior to the last day of the first fiscal quarter
of the immediately succeeding fiscal year; provided that the Borrower may elect,
in its discretion, to exclude any such amount in calculating the Excess Cash
Flow for such fiscal year, in which case the "Capex Adjustment" shall be such
lesser amount (not less than zero) as the Borrower shall elect in calculating
Excess Cash Flow for such fiscal year.

          "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its consolidated Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance
with GAAP and (b) without duplication, Capital Lease Obligations incurred by the
Borrower and its consolidated Subsidiaries during such period. "Capital
Expenditures" shall not include the purchase of the property subject to the DAP
Synthetic Lease Agreement.

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

<PAGE>

                                                                               8

          "Cash Concentration Account" means the "Cash Concentration Account",
as defined in the Security Agreement.

          "Change in Control" means at any time, (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person
other than Holdings of any shares of capital stock of the Borrower; (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of Rule 13d-5 under the United States
Securities and Exchange Act of 1934 in effect on the date hereof), other than
FS&C Investors and their Affiliates, of shares representing more than 25% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of Holdings; (c) occupation of a majority of the seats (other than
vacant seats) on the board of directors of Holdings by Persons who were not
Continuing Directors; or (d) while any of the Existing Subordinated Debt,
Additional Subordinated Debt, Holdings Senior Discount Debentures or Replacement
Subordinated Debt is outstanding, a "Change of Control" (as defined in the
Existing Subordinated Debt Documents, Additional Subordinated Debt Documents,
Holdings Senior Discount Debenture Documents or Replacement Subordinated Debt
Documents, as applicable) shall have occurred.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the Effective Date, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's or the Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Effective Date.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche A Term Loans, Tranche A-1 Term Loans, Tranche C Term Loans, Tranche C-1
Term Loans or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment, Tranche A
Commitment, Tranche A-1 Commitment, Tranche C Commitment or Tranche C-1
Commitment.

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

<PAGE>

                                                                               9

          "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

          "Collateral Agent" means the "Collateral Agent", as defined in any
applicable Security Document.

          "Collection Deposit Account" means the "Collection Deposit Account",
as defined in the Security Agreement.

          "Collection Deposit Letter Agreement" means the "Collection Deposit
Letter Agreement", as defined in the Security Agreement.

          "Commitment" means a Revolving Commitment, Tranche A Commitment,
Tranche A-1 Commitment, Tranche C Commitment, Tranche C-1 Commitment or any
combination thereof (as the context requires).

          "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period, plus, without duplication and to the extent deducted
from revenues in determining Adjusted Consolidated Net Income, the sum of (a)
consolidated interest expense for such period, (b) the aggregate amount of
letter of credit fees accrued during such period, (c) the aggregate amount of
income tax expense for such period, (d) all depreciation and amortization
expense for such period and (e) other non-cash charges for such period
(excluding any non-cash charges that constitute an accrual of or reserve for
future cash payments), and minus, without duplication and to the extent added to
revenues in determining Adjusted Consolidated Net Income for such period, all
non-cash gains during such period, all as determined on a consolidated basis
with respect to Holdings and the Subsidiaries in accordance with GAAP.

          "Consolidated Interest Expense" means, for any period, the interest
expense of Holdings and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided that, in the case of
Holdings, interest expense in respect of the Holdings Senior Discount Debentures
shall be included only to the extent paid in cash. For purposes of calculating
Consolidated Interest Expense for each of the four-fiscal-quarter periods ending
on December 29, 2001, April 20, 2002, July 13, 2002 and October 5, 2002,
Consolidated Interest Expense shall be deemed to equal the product of (a) the
quotient obtained by dividing (i) Consolidated Interest Expense for the period
commencing on and including the Effective Date and ending on and including the
last day of the period for which such calculation is required to be made, by
(ii) the number of

<PAGE>

                                                                              10

days during the period described in clause (i) above, multiplied by (b) 364.

          "Consolidated Interest Expense Coverage Ratio" means, on any date, the
ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense (net of
interest income) for the period of four consecutive fiscal quarters of the
Borrower ended as of such date, all determined on a consolidated basis in
accordance with GAAP.

          "Consolidated Net Income" means, for any period, net income or loss of
Holdings and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

          "Continuing Directors" means the directors of Holdings on the
Effective Date, after giving effect to the Reorganization, and each other
director, if, in each case, such other director's nomination for election to the
board of directors of Holdings is approved by a majority of the then Continuing
Directors or such other director receives the vote of FS&C in his or her
election by the stockholders of Holdings.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Current Assets" means, as of any date of determination, the amount of
all inventory and accounts receivable (excluding all accounts receivable sold or
transferred pursuant to any Receivables Program) owned by the Borrower and the
Subsidiary Loan Parties as of such date, determined on a consolidated basis in
accordance with GAAP.

          "DAP" means Discount Auto Parts, Inc., a Florida corporation.

          "DAP Equity Transfer" means the contribution by Holdings of the Equity
Interests of DAP to the Borrower as a capital contribution after consummation of
the DAP Merger.

          "DAP Master Lease Agreement" means, collectively, (a) the Master Lease
dated as of February 27, 2001, between DAPPER Properties I, LLC and DAP, (b) the
Master Lease dated as of February 27, 2001, between DAPPER Properties II, LLC
and DAP, (c) the Master Lease dated as of February 27, 2001,

<PAGE>

                                                                              11

between DAPPER Properties III, LLC and DAP and (d) the Sale, Leaseback Agreement
dated as of February 27, 2001, among DAPPER Properties I, LLC, DAPPER Properties
II, LLC, DAPPER Properties III, LLC and DAP, each as amended from time to time.

          "DAP Merger" means the merger of Newco Sub with and into DAP, in
accordance with the Merger Agreement, pursuant to which (a) DAP will be the
surviving corporation and will become a wholly owned subsidiary of Holdings and
(b) the Persons that, immediately prior to such merger, are stockholders of DAP
(or holders of "in the money" options to acquire common stock or other equity
equivalents of DAP) will become entitled to receive the DAP Merger Consideration
as consideration for the conversion or cancelation of their interests in DAP.

          "DAP Merger Consideration" means the consideration payable to the
Persons that, immediately prior to the DAP Merger, were shareholders of DAP (or
holders of "in the money" options to acquire common stock or other equity
equivalents of DAP), in accordance with the Merger Agreement, consisting of (a)
cash in an aggregate amount of $128,400,000 and (b) approximately 4,305,000
shares of Holdings common stock.

          "DAP Synthetic Lease Agreement" means, collectively, (a) the Master
Agreement dated as of May 30, 2000, among DAP, Discount Auto Parts Distribution
Center, Inc., certain other subsidiaries of DAP, Atlantic Financial Group, Ltd.
and SunTrust Bank and (b) the Master Lease Agreement dated as of May 30, 2000,
among Atlantic Financial Group, Ltd., Discount Auto Parts Distribution Center,
Inc. and certain other subsidiaries of DAP.

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

          "Debt Retirement Costs" means any call premiums, write-offs of
unamortized discounts or deferred financing costs and fees and any expenses
relating to or incurred in connection with the redemption, repurchase,
prepayment or other early retirement of any Existing Senior Subordinated Notes,
Additional Senior Subordinated Notes and Holdings Senior Discount Debentures as
well as any write-offs relating to the Amendment and Restatement Agreement.

          "Deferred Compensation Obligations" means a non-qualified deferred
compensation plan that allows executives

<PAGE>

                                                                              12

of the Borrower and the Subsidiaries to defer receipt of specified portions of
base and bonus earnings each calendar year. Deferrals are maintained as a
liability, along with assets owned by the Borrower, in a trust owned by the
Borrower.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

          "Documentation Agents" means SunTrust Bank and Wachovia Bank, National
Association.

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

          "Effective Date" means November 28, 2001, the date on which the
conditions specified in Section 4.01 of the Original Credit Agreement were
satisfied.

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

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

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person or any
warrants, options or other rights to acquire such interests.

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

<PAGE>

                                                                              13

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

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

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

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

          "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

          (a)  the consolidated net income (or loss) of the Borrower and its
     consolidated Subsidiaries for such fiscal year, adjusted to exclude (i) any
     gains or losses attributable to Prepayment Events and (ii) to the extent
     not otherwise excluded, any Restricted

<PAGE>

                                                                              14

     Payments made to Holdings during such fiscal year by the Borrower and its
     Subsidiaries; plus

          (b)  depreciation, amortization and other non-cash charges or losses
     deducted in determining such consolidated net income (or loss) for such
     fiscal year; plus

          (c)  the sum of (i) the amount, if any, by which Net Working Capital
     decreased during such fiscal year plus (ii) the amount, if any, by which
     the consolidated deferred revenues of the Borrower and its consolidated
     Subsidiaries increased during such fiscal year plus (iii) the aggregate
     amount of Capital Lease Obligations and principal of other Indebtedness
     incurred during such fiscal year to finance Capital Expenditures, to the
     extent that mandatory principal payments in respect of such Indebtedness
     would not be excluded from clause (f) below when made plus (iv) if any
     Capex Adjustment was deducted for the immediately preceding fiscal year
     pursuant to clause (d) below, the amount of such Capex Adjustment; minus

          (d)  the sum of (i) any non-cash gains included in determining such
     consolidated net income (or loss) for such fiscal year plus (ii) the
     amount, if any, by which Net Working Capital increased during such fiscal
     year plus (iii) the amount, if any, by which the consolidated deferred
     revenues of the Borrower and its consolidated Subsidiaries decreased during
     such fiscal year plus (iv) any Capex Adjustment for such fiscal year; minus

          (e)  Capital Expenditures for such fiscal year; minus

          (f)  the aggregate principal amount of Indebtedness repaid or prepaid
     by the Borrower and its consolidated Subsidiaries during such fiscal year,
     excluding (i) Indebtedness in respect of Revolving Loans and Letters of
     Credit, (ii) Term Loans prepaid pursuant to Section 2.11(b) or (c), (iii)
     repayments or prepayments of Indebtedness financed (A) by incurring other
     Indebtedness, to the extent that mandatory principal payments in respect of
     such other Indebtedness would not be excluded from this clause (f) when
     made, or (B) with the proceeds of any IPO or Public Offering and (iv)
     Indebtedness referred to in clauses (viii) and (ix) of Section 6.01(a);
     minus

<PAGE>

                                                                              15

          (g)  the aggregate amount of cash dividends paid or loans made by the
     Borrower to Holdings during such fiscal year pursuant to Section
     6.07(a)(viii), but only to the extent that any such cash dividends or loans
     (i) are used to purchase Holdings Senior Discount Debentures as permitted
     by Section 6.07(b)(vii) and (ii) are not financed with the proceeds of any
     Replacement Senior Subordinated Notes, IPO, Public Offering or the proceeds
     of the loans made hereunder; and minus

          (h)  the aggregate amount of cash dividends paid or loans made by the
     Borrower to Holdings during such fiscal year pursuant to Section
     6.07(a)(vi), but only to the extent that any such cash dividends or loans
     are used by Holdings to make Restricted Payments pursuant to Section
     6.07(a)(ix).

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.17(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.17(a).

          "Existing Credit Agreement" has the meaning given to such term in the
recitals hereto.

          "Existing DAP Credit Agreement" means the Revolving Credit Agreement
dated as of July 29, 1999, as amended and in effect immediately prior to the
Effective Date, among DAP, SunTrust Bank, Central Florida, National Association,
individually and as Administrative Agent, SunTrust Equitable Securities
Corporation, as Arranger and

<PAGE>

                                                                              16

Book Manager, Bank of America, N.A., individually and as Syndication Agent,
First National Bank of Chicago, individually and as Documentation Agent,
SouthTrust Bank, National Association, Amsouth Bank, First Union National Bank,
Banque Nationale de Paris, Regions Bank and Hibernia National Bank.

          "Existing DAP Indebtedness" means all principal, interest and other
amounts in respect of the Indebtedness of DAP and its subsidiaries outstanding
at the time of (and immediately prior to giving effect to) the DAP Merger.

          "Existing DAP Issuing Bank" means SunTrust Bank.

          "Existing Issuing Bank" means First Union National Bank.

          "Existing Letters of Credit" means all letters of credit outstanding
as of the Effective Date that were deemed to have been issued under the Original
Credit Agreement as of the Effective Date as provided therein.

          "Existing Senior Subordinated Notes" means the Senior Subordinated
Notes issued by the Borrower prior to the Effective Date and due April 2008 in
the aggregate principal amount of $169,500,000.

          "Existing Subordinated Debt" means the Existing Senior Subordinated
Notes, any Guarantees thereof and the Indebtedness represented thereby.

          "Existing Subordinated Debt Documents" means the indenture under which
the Existing Subordinated Debt is outstanding and all other instruments,
agreements and other documents evidencing or governing the Existing Subordinated
Debt or providing for any Guarantee or other right in respect thereof.

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

<PAGE>

                                                                              17

          "Financial Officer" means the chief financial officer, vice president
of finance, principal accounting officer, treasurer or controller of Holdings or
the Borrower, as applicable.

          "Financing Transactions" means (a) the execution, delivery and
performance by each Loan Party of the Original Credit Agreement and the
documents related thereto to which it was a party, the borrowing of Loans
thereunder, the use of the proceeds thereof and the issuance of Letters of
Credit under the Original Credit Agreement and (b) the execution, delivery and
performance by each Loan Party of the Additional Subordinated Debt Documents to
which it is a party, the issuance of the Additional Subordinated Debt and the
use of the proceeds thereof.

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

          "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

          "FS&C" means Freeman Spogli & Co. LLC.

          "FS&C Investors" means FS&C and certain other investors arranged by
FS&C that are equity investors in AHC Holdings immediately prior to (and become
equity investors in Holdings as a result of) the AHC Merger.

          "Funded Senior Debt" means, as of any date, Total Debt as of such
date, excluding (to the extent included therein) Indebtedness in respect of the
Existing Senior Subordinated Notes, the Additional Senior Subordinated Notes and
any Replacement Senior Subordinated Notes.

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

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

<PAGE>

                                                                              18

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

          "Guarantee Agreement" means the Guarantee Agreement, substantially in
the form of Exhibit C, made by Holdings and the Subsidiary Loan Parties in favor
of the Administrative Agent for the benefit of the Secured Parties.

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

          "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Holdings" means Advance Auto Parts, Inc., a Delaware corporation.

          "Holdings Senior Discount Debenture Documents" means the indenture
under which the Holdings Senior Discount Debentures are outstanding and all
other instruments, agreements and other documents evidencing or governing the
Holdings Senior Discount Debentures or providing for any Guarantee or other
right in respect thereof.

<PAGE>

                                                                              19

          "Holdings Senior Discount Debentures" means the Senior Discount
Debentures due 2009 issued by AHC Holdings on April 15, 1998, that will become
Indebtedness of Holdings as a result of the AHC Merger.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding (i) accounts payable
incurred in the ordinary course of business that are not overdue by more than 90
days and (ii) Deferred Compensation Obligations), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. The amount of any
Indebtedness described in clause (f) above shall be limited to the maximum
amount payable under the applicable Guarantee of such Person if such Guarantee
contains limitations on the amount payable thereunder.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit B, among Holdings, the Borrower, the Subsidiary Loan Parties and the
Administrative Agent.

<PAGE>

                                                                              20

          "Initial Revolving Borrowing" means the Revolving Borrowing on the
Restatement Effective Date not in excess of $50,000,000.

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

          "Interest Payment Date" means (a) with respect to any ABR Loan (other
than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

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

          "Inventory" means, as of any date of determination, (a) "inventory",
as defined in the Uniform Commercial Code as in effect in the State of New York
and (b) all finished goods, wares and merchandise, finished or unfinished parts,
components, assemblies held for sale to third party customers based on perpetual
inventory reports, including reconciling items to the perpetual reports, defined
and classified by the Borrower and its Subsidiaries on a basis consistent with
current and historical accounting practice in accordance with GAAP.

<PAGE>

                                                                              21

          "IPO" means the issuance by Holdings of shares of its common stock to
the public pursuant to a bona fide underwritten public offering after the
Effective Date, resulting in the receipt by Holdings of at least $80,000,000 of
gross cash proceeds.

          "Issuing Bank" means (a) JPMorgan Chase Bank, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i), (b) solely with respect to the Existing Letters of
Credit issued under the Existing DAP Credit Agreement, the Existing DAP Issuing
Bank, (c) solely with respect to the Existing Letters of Credit issued by it
under the Existing Credit Agreement, the Existing Issuing Bank or (d) any other
Lender approved by the Administrative Agent and the Borrower. An Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.

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

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

          "Lenders" means the Persons listed on Schedule 2.01, the Persons that
are Tranche A Lenders and Tranche C Lenders as of the Restatement Effective Date
and any other Person that shall have become a party hereto pursuant to an
Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance. Unless the context otherwise
requires, the term "Lenders" includes the Swingline Lender.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement. Each Existing Letter of Credit will be deemed to constitute a Letter
of Credit for all purposes under the Loan Documents as though each Existing
Letter Credit had been issued hereunder on the Effective Date.

          "Leverage Ratio" means, on any date, the ratio of (a) Total Debt as of
such date to (b) Consolidated EBITDA for the period of four consecutive fiscal
quarters of

<PAGE>

                                                                              22

Holdings most recently ended as of such date (or, if such date is not the last
day of a fiscal quarter, then most recently ended prior to such date), all
determined on a consolidated basis in accordance with GAAP.

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

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

          "Loan Documents" means this Agreement, the promissory notes, if any,
executed and delivered pursuant to Section 2.09(e), the Amendment and
Restatement Agreement, the Reaffirmation Agreement, the Guarantee Agreement, the
Indemnity, Subrogation and Contribution Agreement and the Security Documents.

          "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

<PAGE>

                                                                              23

          "Loans" means the loans made by the Lenders to the Borrower pursuant
to, or that are outstanding under, this Agreement.

          "Low Turnover Inventory" means slow-moving inventory of the Borrower
or its Subsidiaries identified on a certificate of a Financial Officer of the
Borrower (which certificate shall be delivered to the Administrative Agent no
later than 90 days after the Effective Date) that is expected to be returned to
the respective suppliers of such inventory for cash at a discount to cost within
18 months after the Effective Date; provided that the aggregate cost of such
inventory shall not exceed $70,000,000.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Holdings, the Borrower and the Subsidiaries taken as a whole, (b) the ability of
any Loan Party to perform any of its obligations under any Loan Document or (c)
the rights of or benefits available to the Lenders under any Loan Document.

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

          "Merger Agreement" means the Agreement and Plan of Merger dated as of
August 7, 2001, by and among Holdings, AHC Holdings, the Borrower, Newco Sub and
DAP.

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

          "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

          "Mortgaged Property" means, initially, each parcel of real property
and the improvements thereto owned or leased by a Loan Party and identified on
Schedule 1.01(b), and includes each other parcel of real property and

<PAGE>

                                                                              24

improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12 or 5.13.

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

          "Net Cash Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar cash payments, net of (b) the
sum of (i) all commissions, fees and out-of-pocket expenses paid by Holdings,
the Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or other damage or condemnation or similar proceeding), the amount
of all payments required to be made by Holdings, the Borrower and the
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, and (iii) the amount of all taxes paid (or reasonably estimated
to be payable) by Holdings, the Borrower and the Subsidiaries, and the amount of
any reserves established by Holdings, the Borrower and the Subsidiaries to fund
(A) retained liabilities relating to the assets sold or (B) contingent
liabilities reasonably estimated to be payable, in each case during the year
that such event occurred or the next two succeeding years and that are directly
attributable to such event (as determined reasonably and in good faith by the
chief financial officer of the Borrower).

          "Net Working Capital" means, at any date, (a) the consolidated current
assets of the Borrower and its consolidated Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of the Borrower and its consolidated Subsidiaries as of such date
(excluding current liabilities in respect of Indebtedness). Net Working Capital
at any date may be a positive or negative number. Net Working Capital increases
when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.

          "Newco Sub" means AAP Acquisition Corporation, a Florida corporation
and a wholly owned subsidiary of Holdings.

<PAGE>

                                                                              25

          "Obligations" has the meaning assigned to such term in the Security
Agreement.

          "Original Credit Agreement" means the Credit Agreement dated as of
November 28, 2001, among Holdings, the Borrower, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent.

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

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

          "Perfection Certificate" means a certificate in the form of Annex 1 to
the Security Agreement or any other form approved by the Collateral Agent.

          "Permitted Acquisition" means any acquisition (other than the
acquisition of DAP as a result of the Reorganization) by the Borrower or a
Subsidiary of the Borrower of all or substantially all the assets of, or all the
Equity Interests in, a Person or division or line of business of a Person if,
immediately after giving effect thereto, (a) no Default has occurred and is
continuing or would result therefrom, (b) all transactions related thereto are
consummated in accordance with applicable laws, (c) all the Equity Interests of
each Subsidiary formed for the purpose of or resulting from such acquisition
shall be owned directly by the Borrower or a Subsidiary of the Borrower and all
actions required to be taken with respect to such acquired or newly formed
Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the Borrower and
its Subsidiaries are in compliance, on a pro forma basis after giving effect to
such acquisition, with the covenants contained in Sections 6.13, 6.14, 6.15 and
6.17 recomputed as of the last day of the most recently ended fiscal quarter of
the Borrower for which financial statements are available, as if such
acquisition (and any related incurrence or repayment of Indebtedness, with any
new Indebtedness being deemed to be amortized over the applicable testing period
in accordance with its terms, and assuming that any Revolving Loans borrowed in
connection with such acquisition are repaid with excess cash balances when
available) had occurred on the first day of each relevant period for testing
such compliance and (e) the Borrower has delivered to the

<PAGE>

                                                                              26

Administrative Agent an officers' certificate to the effect set forth in clauses
(a), (b), (c) and (d) above, together with all relevant financial information
for the Person or assets to be acquired.

          "Permitted Asset Swap" means any transfer of properties or assets by
the Borrower or any of its Subsidiaries in which at least 80% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in the business of such transferor, provided that
(a) the aggregate fair market value (as determined in good faith by the board of
directors of the Borrower) of the property or assets (including cash) being
transferred by the Borrower or such Subsidiary, as the case may be, is not
greater than the aggregate fair market value (as determined in good faith by the
board of directors of the Borrower) of the property or assets (including cash)
received by the Borrower or such Subsidiary, as the case may be, in such
exchange and (b) the aggregate fair market value (as determined in good faith by
the board of directors of the Borrower) of all property or assets (other than up
to 35 Stores that are transferred by the Borrower or any of its Subsidiaries
within 90 days after the Effective Date to any of DAPPER Properties I, LLC,
DAPPER Properties II, LLC or DAPPER Properties III, LLC (and leased back under
the DAP Master Lease Agreement) in exchange for Stores transferred by DAPPER
Properties I, LLC, DAPPER Properties II, LLC or DAPPER Properties III, LLC to
the Borrower or a Subsidiary Loan Property and released from the DAP Master
Lease Agreement) transferred by the Borrower and any of its Subsidiaries in
connection with exchanges in any period of twelve consecutive months shall not
exceed $40,000,000.

          "Permitted Encumbrances" means:

          (a)  Liens imposed by law for taxes or government assessments that are
     not yet due or are being contested in compliance with Section 5.05;

          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
     and other like Liens imposed by law, arising in the ordinary course of
     business and securing obligations that are not overdue by more than 60 days
     or are being contested in compliance with Section 5.05;

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

<PAGE>

                                                                              27

          (d)  deposits (and, to the extent securing a trade contract or
     indemnity bond, Liens on assets to which such contract or bond relates) to
     secure the performance of bids, trade contracts, leases, statutory
     obligations, surety, indemnity and appeal bonds, performance bonds and
     other obligations of a like nature, in each case in the ordinary course of
     business;

          (e)  judgment liens in respect of judgments that do not constitute an
     Event of Default under clause (k) of Article VII;

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

          (g)  any interest or title of a lessor under any lease that is limited
     to the property subject to such lease; and

          (h)  unperfected Liens of any vendor on inventory sold by such vendor
     securing the unpaid purchase price of such inventory, to the extent such
     Liens are stated to be reserved in such vendor's sale documents (and not
     granted by separate agreement of the Borrower or any Subsidiary);

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

          "Permitted Investments" means:

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

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

          (c)  investments in certificates of deposit, banker's acceptances and
     time deposits maturing within

<PAGE>

                                                                              28

     180 days from the date of acquisition thereof issued or guaranteed by or
     placed with, and money market deposit accounts issued or offered by, any
     domestic office of any commercial bank organized under the laws of the
     United States of America or any State thereof which has a combined capital
     and surplus and undivided profits of not less than $500,000,000;

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

          (e)  investments in money market or mutual funds substantially all the
     assets of which are comprised of securities of the types described in any
     of clauses (a) through (d) above.

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

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pledge Agreement" means the Pledge Agreement, substantially in the
form of Exhibit D, among the Borrower, Holdings, the Subsidiaries party thereto
and the Collateral Agent for the benefit of the Secured Parties.

          "Prepayment Event" means:

          (a)  any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of the Borrower or
     any Subsidiary, other than (i) dispositions described in clauses (a), (b)
     and (d) of Section 6.05, (ii) dispositions pursuant to sale and leaseback
     transactions described in clause (a) of Section 6.11 and (iii) other
     dispositions resulting in aggregate Net Cash Proceeds not exceeding
     $2,000,000 during any fiscal year of the Borrower; provided that proceeds
     of up to $15,000,000 received after the Restatement Effective Date in
     respect of any sale, transfer or

<PAGE>

                                                                              29

     other disposition of Low Turnover Inventory shall not be treated as
     proceeds of a Prepayment Event; or

          (b)  any casualty or other insured damage to, or any taking under
     power of eminent domain or by condemnation or similar proceeding of, any
     property or asset of the Borrower or any Subsidiary, but only to the extent
     that the Net Cash Proceeds therefrom have not been applied to repair,
     restore or replace such property or asset within 360 days (or, in the case
     of a distribution center, two years, provided that repair, restoration or
     replacement commenced within 270 days of such event) after such event; or

          (c)  the issuance by Holdings, the Borrower or any Subsidiary of any
     Equity Interests, or the receipt by Holdings, the Borrower or any
     Subsidiary of any capital contribution, other than (i) any such issuance of
     Equity Interests to, or receipt of any such capital contribution from,
     Holdings, the Borrower or a Subsidiary, (ii) the issuance by Holdings of
     shares of its common stock for cash to the extent that (A) Holdings or the
     Borrower notifies the Administrative Agent at or prior to the time of such
     issuance that the Net Cash Proceeds thereof are to be applied to finance a
     Permitted Acquisition and (B) such Net Cash Proceeds are so applied within
     30 days after such Net Cash Proceeds are received, (iii) the issuance by
     Holdings of shares of its common stock (A) to management of Holdings, the
     Borrower or any Subsidiary and (B) pursuant to stock options outstanding on
     the Restatement Effective Date to the extent that the Net Cash Proceeds
     received therefrom during any fiscal year of Holdings do not exceed
     $20,000,000, provided that any such Net Cash Proceeds in excess of
     $20,000,000 shall not be required to be applied in accordance with Section
     2.11(b) until the earlier of (x) each such time as the sum of such Net Cash
     Proceeds equals $5,000,000 and (y) the end of each fiscal year of the
     Borrower or (iv) a Public Offering to the extent that the Net Cash Proceeds
     received therefrom are applied as promptly as practicable, and in any event
     not later than 90 days after receipt thereof, to purchase or repay all or a
     portion of one or more of the Additional Senior Subordinated Notes, the
     Existing Senior Subordinated Notes, the Holdings Senior Discount Debentures
     or Replacement Senior Subordinated Notes; or

          (d)  the incurrence by Holdings, the Borrower or any Subsidiary of any
     Indebtedness, other than Indebtedness permitted under Section 6.01;

<PAGE>

                                                                              30

provided that with respect to any event (other than a Specified Lease Financing)
described in clause (a), if the Borrower shall deliver a certificate of a
Financial Officer to the Administrative Agent at the time of such event setting
forth the Borrower's or a Subsidiary's intent to use the Net Cash Proceeds of
such event to acquire other assets to be used in the same line of business
within 270 days of receipt of such Net Cash Proceeds and certifying that no
Default has occurred and is continuing, such event shall not constitute a
Prepayment Event except to the extent the Net Cash Proceeds therefrom are not so
used at the end of such 270-day period, at which time such event shall be deemed
a Prepayment Event with Net Cash Proceeds equal to the Net Cash Proceeds so
remaining unused.

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

          "Public Offering" means any issuance by Holdings of shares of its
common stock pursuant to a bona fide underwritten public offering following the
Restatement Effective Date, provided that (i) at the time thereof and
immediately after giving effect thereto, no Default has occurred and is
continuing or would result therefrom and (ii) the Net Cash Proceeds in respect
of all such offerings do not exceed $150,000,000 in the aggregate.

          "Reaffirmation Agreement" means the Reaffirmation Agreement, entered
into in connection with the Amendment and Restatement Agreement, attached
thereto as Exhibit C, among Holdings, the Borrower and the other Reaffirming
Parties (as defined therein).

          "Receivables Indebtedness" means Indebtedness of the Borrower and/or
its Subsidiaries arising from Receivables Programs in an aggregate principal
amount not exceeding, at any time, (a) the sum of (i) 3.5% of the total
aggregate amount of all accounts receivables sold or transferred during the
preceding 12-month period by the Borrower and its Subsidiaries to any Person
other than the Borrower and its Subsidiaries pursuant to a Receivables Program
or for which value has been received from any Person other than the Borrower and
its Subsidiaries pursuant to a Receivables Program and (ii) $3,000,000 or (b)
the amounts permitted pursuant to clause (ix) of Section 6.01(a).

<PAGE>

                                                                              31

          "Receivables Program" means an arrangement or arrangements under which
the Borrower and its Subsidiaries sell, transfer or otherwise receive value with
respect to accounts receivable pursuant to documentation reasonably satisfactory
to the Administrative Agent.

          "Redemption" means the redemption by the Borrower or Holdings, as
applicable, of a minimum of $325,000,000 aggregate principal amount of
outstanding Holdings Senior Discount Debentures, Existing Senior Subordinated
Notes and Additional Senior Subordinated Notes.

          "Redemption Date" means the date on which the Redemption is to occur,
which shall be a Business Day within 45 days after the Restatement Effective
Date.

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

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

          "Reorganization" means, collectively, (a) the AHC Merger, (b) the DAP
Merger and (c) the DAP Equity Transfer.

          "Reorganization Expenses" means transition, conversion and integration
expenses of the Borrower and its Subsidiaries relating to the Reorganization and
bonuses paid for management and other employees of the Borrower and its
Subsidiaries (including the Subsidiaries acquired in the Reorganization) in
connection with the Reorganization.

          "Replacement Senior Subordinated Notes" means senior subordinated
notes of the Borrower (a) that are issued on one or more occasions following the
Restatement Effective Date, (b) the Net Cash Proceeds of which are applied
solely to repay all or a portion of one or more of the Additional Senior
Subordinated Notes, the Existing Senior Subordinated Notes and the Holdings
Senior Discount Debentures, (c) that mature no earlier than the Indebtedness
refinanced thereby and (d) that have terms and conditions which are no less
favorable to the Lenders than the terms and conditions of the Additional Senior
Subordinated Notes and the Existing Senior Subordinated Notes (including with
respect to interest rates, subordination, payment provisions, covenants, events
of default and remedies). The term "Replacement Senior Subordinated Notes" shall
also include any senior subordinated notes of the Borrower issued to refinance
Replacement Senior Subordinated Notes

<PAGE>

                                                                              32

previously issued, provided that (i) the Net Cash Proceeds thereof are applied
solely to repay all or a portion of outstanding Replacement Senior Subordinated
Notes, (ii) such notes mature no earlier than the Replacement Senior
Subordinated Notes refinanced thereby and (iii) such notes have terms and
conditions which are no less favorable to the Lenders than the terms and
conditions of the Replacement Senior Subordinated Notes refinanced thereby
(including with respect to interest rates, subordination, payment provisions,
covenants, events of default and remedies).

          "Replacement Subordinated Debt" means the Replacement Senior
Subordinated Notes, any Guarantees thereof and the Indebtedness represented
thereby.

          "Replacement Subordinated Debt Documents" means any indenture under
which Replacement Senior Subordinated Notes are issued and all other
instruments, agreements and other documents evidencing or governing the
Replacement Subordinated Debt or providing for any Guarantee or other right in
respect thereof.

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

          "Restatement Effective Date" has the meaning given such term in the
Amendment and Restatement Agreement.

          "Restatement Transactions" means the execution and delivery of the
Amendment and Restatement Agreement by each Person party thereto, the
satisfaction of the conditions to the effectiveness thereof, and the
consummation of the transactions contemplated thereby, including the borrowing
of Tranche A-1 Term Loans and Tranche C-1 Term Loans on the Redemption Date and
the use of the proceeds thereof to make the Redemption.

          "Restricted Indebtedness" means Indebtedness of Holdings, the Borrower
or any Subsidiary, the payment, prepayment, redemption, repurchase or defeasance
of which is restricted under Section 6.07(b).

          "Restricted Payment" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests of Holdings, the Borrower or any Subsidiary, (b) any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase,

<PAGE>

                                                                              33

redemption, retirement, acquisition, cancelation or termination of any such
Equity Interests of Holdings, the Borrower or any Subsidiary or any option,
warrant or other right to acquire any such Equity Interests of Holdings, the
Borrower or any Subsidiary, or (c) any loans or advances made by the Borrower or
any Subsidiary to Holdings.

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

          "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01 or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable. The initial aggregate amount of the
Lenders' Revolving Commitments is $160,000,000.

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

          "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

          "Revolving Loan" means a Loan made pursuant to Section 2.01(a).

          "Revolving Maturity Date" means November 30, 2006.

          "S&P" means Standard & Poor's Ratings Group, Inc.

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

          "Security Agreement" means the Security Agreement, substantially in
the form of Exhibit E, among Holdings, the Borrower, the Subsidiary Loan Parties
and the Collateral Agent for the benefit of the Secured Parties.

<PAGE>

                                                                              34

          "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages and each other security agreement or other instrument
or document executed and delivered pursuant to Section 5.12 or 5.13 to secure
any of the Obligations.

          "Senior Leverage Ratio" means, on any date, the ratio of (a) Funded
Senior Debt as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of Holdings most recently ended as of such date (or,
if such date is not the last day of a fiscal quarter, then most recently ended
prior to such date), all determined on a consolidated basis in accordance with
GAAP.

          "Slide Presentation" means the confidential Lender Presentation dated
February 13, 2003, relating to Holdings, the Borrower and the Restatement
Transactions and related projections.

          "Specified Lease Financing" means any sale or transfer by the Borrower
or any Subsidiary of any Specified Property that is subsequently rented or
leased by the Borrower or such Subsidiary; provided that (a) the consideration
for such sale or transfer consists solely of cash and (b) the fair market value
of all Specified Properties that are sold or disposed of on or after the
Effective Date pursuant to such transactions shall not exceed $50,000,000 in the
aggregate.

          "Specified Property" means any property, real or personal, owned by
the Borrower or any Subsidiary.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory

<PAGE>

                                                                              35

Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

          "Stores" means all owned and leasehold properties where Inventory
owned by the Borrower or any of the Subsidiaries is sold to the public.

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

          "Subsidiary" means any subsidiary of Holdings or the Borrower, as the
context requires. For purposes of the representations and warranties made
hereunder and compliance with the terms and conditions hereof, the
"Subsidiaries" shall be determined after giving effect to the Reorganization
unless the context expressly requires otherwise.

          "Subsidiary Loan Party" means any Subsidiary of the Borrower other
than any Foreign Subsidiary that, if it were to Guarantee the Obligations, would
result in adverse tax consequences to Holdings or the Borrower.

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

          "Swingline Lender" means JPMorgan Chase Bank, in its capacity as
lender of Swingline Loans hereunder or any successor in such capacity pursuant
to Section 2.04(d).

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

<PAGE>

                                                                              36

          "Synthetic Purchase Agreement" means any swap, derivative or other
agreement or combination of agreements pursuant to which Holdings, the Borrower
or a Subsidiary is or may become obligated to make (a) any payment in connection
with a purchase by a third party from a Person other than Holdings, the Borrower
or a Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any
payment (other than on account of a permitted purchase by it of any Equity
Interest or any Restricted Indebtedness) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Indebtedness; provided that no phantom stock or similar plan providing for
payments only to current or former directors, officers, consultants, advisors or
employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or
estates) shall be deemed to be a Synthetic Purchase Agreement.

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

          "Term Loans" means Tranche A Term Loans, Tranche A-1 Term Loans,
Tranche C Term Loans and Tranche C-1 Term Loans.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

          "Total Debt" means, as of the date of determination, an amount equal
to (a) all Indebtedness of the Borrower and its Subsidiaries outstanding on such
date, excluding Indebtedness described in clauses (e), (f) and (h) of the
definition of "Indebtedness", minus (b) the aggregate amount that would appear
as "Cash and cash equivalents" on a consolidated balance sheet of the Borrower
prepared as of

<PAGE>

                                                                              37

such date in accordance with GAAP; provided that any letters of credit and
letters of guaranty referred to in clause (h) of the definition "Indebtedness"
shall not be excluded from Total Debt to the extent issued to support any other
obligations constituting Indebtedness.

          "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche A Term Loan pursuant to
clause (a) of Section 2.01 of the Original Credit Agreement. The initial
aggregate amount of the Lenders' Tranche A Commitments was $180,000,000.

          "Tranche A Lender" means a Lender with an outstanding Tranche A Term
Loan.

          "Tranche A Maturity Date" means November 30, 2006.

          "Tranche A Term Loan" means a Loan made pursuant to clause (a) of
Section 2.01 of the Original Credit Agreement. The aggregate principal amount of
the Tranche A Term Loans outstanding on the Restatement Effective Date is
$82,988,979.12.

          "Tranche A-1 Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche A-1 Term Loan pursuant to
Section 2.01(b) on the Redemption Date, expressed as an amount representing the
maximum principal amount of the Tranche A-1 Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's Tranche A-1 Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Tranche A-1 Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche A-1 Commitments is $75,000,000.

          "Tranche A-1 Lender" means a Lender with an outstanding Tranche A-1
Term Loan.

          "Tranche A-1 Term Loan" means a Loan made pursuant to Section 2.01(b).

          "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan pursuant to
clause (b) of Section 2.01 of the Original Credit Agreement.

<PAGE>

                                                                              38

          "Tranche B Term Loan" means a loan made pursuant to clause (b) of
Section 2.01 of the Original Credit Agreement.

          "Tranche C Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche C Term Loan pursuant to the
Amendment and Restatement Agreement dated June 28, 2002. The initial aggregate
amount of the Lenders' Tranche C Commitments was $250,000,000.

          "Tranche C Lender" means a Lender with an outstanding Tranche C Term
Loan.

          "Tranche C Maturity Date" means November 30, 2007.

          "Tranche C Term Loan" means a Loan made pursuant to the Amendment and
Restatement Agreement dated June 28, 2002. The aggregate principal amount of the
Tranche C Term Loans outstanding on the Restatement Effective Date is
$248,099,650.08.

          "Tranche C-1 Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche C-1 Term Loan pursuant to
Section 2.01(c) on the Redemption Date, expressed as an amount representing the
maximum principal amount of the Tranche C-1 Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's Tranche C-1 Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Tranche C-1 Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche C-1 Commitments is $275,000,000.

          "Tranche C-1 Lender" means a Lender with a Tranche C-1 Commitment or
an outstanding Tranche C-1 Term Loan.

          "Tranche C-1 Term Loan" means a Loan made pursuant to Section 2.01(c).

          "Transactions" means the Reorganization, the Financing Transactions
and the Restatement Transactions.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is

<PAGE>

                                                                              39

determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

          "Vehicle" means any van, truck, tractor or trailer (other than a
commercial delivery vehicle) that is covered by a certificate of title issued
under the laws of any jurisdiction in the United States of America and used in
the distribution and delivery of inventory.

          "Vehicle Subsidiary" means Advance Trucking Corporation, a Virginia
corporation, and wholly owned Subsidiary of the Borrower.

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

          SECTION 1.02.  Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03.  Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset"

<PAGE>

                                                                              40

and "property" shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

          SECTION 1.04.  Accounting Terms; GAAP; Fiscal Month. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith. Except as otherwise provided herein, all references to a fiscal month
shall mean any period of four or five calendar weeks used by the Borrower for
recording or reporting its interim financial information.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01.  Commitments. (a) Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrower
from time to time during the Revolving Availability Period in an aggregate
principal amount that will not result in such Lender's Revolving Exposure
exceeding such Lender's Revolving Commitment. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.

          (b) Subject to the terms and conditions set forth herein, each Tranche
A-1 Lender agrees to make a Tranche A-1 Term Loan to the Borrower on the
Redemption Date in a principal amount equal to such Lender's Tranche A-1
Commitment.

          (c) Subject to the terms and conditions set forth herein, each Tranche
C-1 Lender agrees to make a Tranche C-1

<PAGE>

                                                                              41

Term Loan to the Borrower on the Redemption Date in a principal amount equal to
such Lender's Tranche C-1 Commitment.

          (d) Amounts repaid in respect of Term Loans may not be reborrowed. All
Tranche A Term Loans, Tranche C Term Loans, Revolving Loans and Letters of
Credit outstanding under the Original Credit Agreement on the Restatement
Effective Date shall remain outstanding hereunder on the terms set forth herein.

          SECTION 2.02.  Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

          (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Notwithstanding anything to the
contrary contained herein, all Borrowings made on the Effective Date shall be
ABR Borrowings. Each Swingline Loan shall be an ABR Loan. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $3,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $1,000,000; provided that
(i) an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments and (ii) an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the amount
that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that
is an integral multiple of $100,000 and not less than $200,000. Borrowings of
more than one Type and Class may be outstanding at the same time;

<PAGE>

                                                                              42

provided that there shall not at any time be more than a total of 8 Eurodollar
Borrowings outstanding.

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

          SECTION 2.03.  Requests for Borrowings. To request a Revolving
Borrowing, Tranche A-1 Term Borrowing or Tranche C-1 Term Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that any such
notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

          (i)   the aggregate amount of such Borrowing;

          (ii)  the date of such Borrowing, which shall be a Business Day (and,
    in the case of Tranche A-1 Term Borrowings and Tranche C-1 Term Borrowings,
    shall be the Redemption Date);

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

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

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

<PAGE>

                                                                              43

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04.  Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$30,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

          (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly

<PAGE>

                                                                              44

upon receipt of such notice, the Administrative Agent will give notice thereof
to each Revolving Lender, specifying in such notice such Lender's Applicable
Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Revolving
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Revolving Lenders. The Administrative Agent shall notify
the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such Swingline Loan shall
be made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrower of any default in the payment thereof.

          (d) Replacement of Swingline Lender. A Swingline Lender may be
replaced by any other Lender at any time that there are no outstanding Swingline
Loans by a written agreement among the Administrative Agent, the Borrower and
successor Swingline Lender. The Administrative Agent shall notify the Lenders of
any such replacement of the Swingline Lender. From and after the effective date
of any such replacement, (i) the successor Swingline Lender shall have all the
rights and obligations of the Swingline Lender under this Agreement and (ii)
references herein to the term

<PAGE>

                                                                              45

"Swingline Lender" shall be deemed to refer to such successor Swingline Lender.
After the replacement of the Swingline Lender pursuant to this clause (d), the
replaced Swingline Lender shall not be required to make any Swingline Loans.
Notwithstanding any provisions to the contrary in Section 9.04, at no time
following the replacement of the Swingline Lender pursuant to this clause (d),
may the Swingline Lender as of such time make an assignment or assignments the
effect of which would be to reduce its Revolving Commitment to zero.

          SECTION 2.05.  Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time during the Revolving Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, an Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

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

<PAGE>

                                                                              46

amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

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

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

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior

<PAGE>

                                                                              47

to such time on such date, then not later than 12:00 noon, New York City time,
on (i) the Business Day that the Borrower receives such notice, if such notice
is received prior to 10:00 a.m., New York City time, on the day of the receipt,
or (ii) the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to such time on the
day of receipt; provided that, if such LC Disbursement is not less than
$100,000, the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 or 2.04 that such payment be
financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrower's obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan. If the Borrower fails to make such payment when
due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision herein or therein, (ii) any
draft or other document presented under

<PAGE>

                                                                              48

a Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section, constitute
a legal or equitable discharge of, or provide a right of setoff against, the
Borrower's obligations hereunder. Neither the Administrative Agent, the Lenders
nor the Issuing Bank, nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to the Borrower to
the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify

<PAGE>

                                                                              49

the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

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

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day

<PAGE>

                                                                              50

that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to 105% of the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (h) or (i) of Article VII. Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

          (k) Each of the Existing Issuing Bank and the Existing DAP Issuing
Bank shall deliver to the Administrative Agent, on or prior to the Effective
Date, a schedule identifying all Existing Letters of Credit issued by it. Each
of the Existing Issuing Bank and the Existing DAP Issuing Bank also shall notify
the Administrative Agent of any LC Disbursement or any expiration, termination
or renewal of any Existing Letters of Credit issued by it.

<PAGE>

                                                                              51

          SECTION 2.06.  Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

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

          SECTION 2.07.  Interest Elections. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to

<PAGE>

                                                                              52

different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

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

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

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

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

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

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

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

<PAGE>

                                                                              53

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

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

          (f) A Borrowing of any Class may not be converted to or continued as a
Eurodollar Borrowing if after giving effect thereto (i) the Interest Period
therefor would commence before and end after a date on which any principal of
the Loans of such Class is scheduled to be repaid and (ii) the sum of the
aggregate principal amount of outstanding Eurodollar Borrowings of such Class
with Interest Periods ending on or prior to such scheduled repayment date plus
the aggregate principal amount of outstanding ABR Borrowings of such Class would
be less than the aggregate principal amount of Loans of such Class required to
be repaid on such scheduled repayment date.

          SECTION 2.08.  Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Tranche A-1 Commitments and Tranche C-1
Commitments shall terminate at 5:00 p.m., New York City time, on the Redemption
Date and (ii) the Revolving Commitments shall terminate on the Revolving
Maturity Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Revolving Commitments; provided that (i) each reduction of the
Revolving Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

<PAGE>

                                                                              54

          (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Revolving Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Revolving
Commitments shall be permanent. Each reduction of the Revolving Commitments
shall be made ratably among the Lenders in accordance with their respective
Revolving Commitments.

          (d) The parties hereto acknowledge that the Tranche A Commitments,
Tranche B Commitments, and Tranche C Commitments have terminated.

          SECTION 2.09.  Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Term
Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.

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

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the

<PAGE>

                                                                              55

Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof.

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

          (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.10.  Amortization of Term Loans. (a) Subject to adjustment
pursuant to paragraph (f) of this Section, the Borrower shall repay Tranche A
Term Borrowings on each date set forth below in the aggregate principal amount
set forth opposite such date:

Date                                                                      Amount

May 31, 2003                                                      $ 1,427,808.51
November 30, 2003                                                 $ 7,195,029.24
May 31, 2004                                                      $11,449,024.63
November 30, 2004                                                 $11,449,024.63
May 31, 2005                                                      $12,867,023.09
November 30, 2005                                                 $12,867,023.09
May 31, 2006                                                      $12,867,023.09
Tranche A Maturity Date                                           $12,867,023.10

          (b) Subject to adjustment pursuant to paragraph (f) of this Section,
the Borrower shall repay

<PAGE>

                                                                              56

Tranche A-1 Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date:

Date                                                                      Amount

May 31, 2003                                                      $ 1,290,359.75
November 30, 2003                                                 $ 6,502,395.82
May 31, 2004                                                      $10,346,878.03
November 30, 2004                                                 $10,346,878.03
May 31, 2005                                                      $11,628,372.09
November 30, 2005                                                 $11,628,372.09
May 31, 2006                                                      $11,628,372.09
Tranche A Maturity Date                                           $11,628,372.10


          (c) Subject to adjustment pursuant to paragraph (f) of this Section,
the Borrower shall repay Tranche C Term Borrowings on each date set forth below
in the aggregate principal amount set forth opposite such date:

Date                                                                      Amount

November 30, 2003                                                $  2,067,497.08
May 31, 2004                                                     $  2,067,497.08
November 30, 2004                                                $  2,067,497.08
May 31, 2005                                                     $  2,067,497.08
November 30, 2005                                                $  2,067,497.08
May 31, 2006                                                     $  2,067,497.08
November 30, 2006                                                $  2,067,497.08
May 31, 2007                                                     $  2,067,497.08
Tranche C Maturity Date                                          $231,559,673.36


          (d) Subject to adjustment pursuant to paragraph (f) of this Section,
the Borrower shall repay Tranche C-1 Term Borrowings on each date set forth
below in the aggregate principal amount set forth opposite such date:

Date                                                                      Amount

November 30, 2003                                                $  2,291,666.66
May 31, 2004                                                     $  2,291,666.66
November 30, 2004                                                $  2,291,666.66
May 31, 2005                                                     $  2,291,666.66
November 30, 2005                                                $  2,291,666.66
May 31, 2006                                                     $  2,291,666.66
November 30, 2006                                                $  2,291,666.66
May 31, 2007                                                     $  2,291,666.66
Tranche C Maturity Date                                          $256,666,666.72

<PAGE>

                                                                              57

          (e) To the extent not previously paid, (i) all Tranche A Term Loans
and Tranche A-1 Term Loans shall be due and payable on the Tranche A Maturity
Date and (ii) all Tranche C Term Loans and Tranche C-1 Term Loans shall be due
and payable on the Tranche C Maturity Date.

          (f) Any prepayment of a Term Borrowing of any Class shall be applied
to reduce the subsequent scheduled repayments of the Term Borrowings of such
Class to be made pursuant to this Section ratably; provided that any prepayment
made pursuant to Section 2.11(a) shall be applied, first, to reduce the next
scheduled repayments of the Term Borrowings of such Class to be made pursuant to
this Section in chronological order, to the extent such repayments are scheduled
to be due within 12 months after such prepayment is made, until such next
scheduled repayments have been eliminated as a result of reductions hereunder
and, second, to reduce the subsequent scheduled repayments of the Term
Borrowings of such Class to be made pursuant to this Section ratably. The
parties hereto acknowledge that the amortization amounts set forth in paragraph
(a) and (c) above reflect all adjustments for prepayments of Tranche A Term
Loans and Tranche C Term Loans made prior to the Restatement Effective Date.

          (g) Prior to any repayment of any Term Borrowings of any Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment; provided that each repayment of Term Borrowings of any Class shall be
applied to repay any outstanding ABR Term Borrowings of such Class before any
other Borrowings of such Class. Each repayment of a Borrowing shall be applied
ratably to the Loans included in the repaid Borrowing. Repayments of Term
Borrowings shall be accompanied by accrued interest on the amount repaid.

          SECTION 2.11.  Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section.

          (b) In the event and on each occasion that any Net Cash Proceeds are
received by or on behalf of Holdings, the Borrower or any Subsidiary in respect
of any Prepayment Event, the Borrower shall, immediately after such Net Cash
Proceeds are received, prepay Term Borrowings in an aggregate amount equal to
such Net Cash Proceeds; provided

<PAGE>

                                                                              58

that, in the case of a Prepayment Event described in clause (c) of the
definition of the term "Prepayment Event", if such Prepayment Event is an IPO
and if the Borrower delivers to the Administrative Agent, on or prior to the
date of such IPO, a certificate of a Financial Officer certifying that (i) no
Default has occurred and is continuing and (ii) the Borrower or Holdings intends
to apply a portion of the Net Cash Proceeds from such IPO (which portion shall
be specified in such certificate and shall not exceed 25% of such Net Cash
Proceeds), within 365 days after the date of such IPO, for the purposes
specified in clause (viii) of Section 6.07(b), then the amount of the prepayment
required by this paragraph in respect of such event shall be reduced by the
portion of the Net Cash Proceeds therefrom specified in such certificate;
provided further that, upon the expiration of such 365-day period, if the
Borrower and Holdings have not applied the entire amount of such portion of such
Net Cash Proceeds for the purposes specified in clause (viii) of Section
6.07(b), the Borrower shall notify the Administrative Agent thereof and a
prepayment shall be required under this paragraph to the extent such portion has
not been so applied during such period.

          (c) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 28, 2002, the Borrower shall prepay Term
Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such
fiscal year; provided that the amount of the prepayment required by this
paragraph shall be equal to 25% (instead of 50%) of Excess Cash Flow for such
fiscal year if, at the end of such fiscal year, the Senior Leverage Ratio is
less than or equal to 1.00 to 1.00. Each prepayment pursuant to this paragraph
shall be made on the last day of the first fiscal quarter of the fiscal year
following the fiscal year for which Excess Cash Flow is being calculated.

          (d) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (e) of this Section; provided that each prepayment of Borrowings of
any Class shall be applied to prepay ABR Borrowings of such Class before any
other Borrowings of such Class. In the event of any optional or mandatory
prepayment of Term Borrowings made at a time when Term Borrowings of more than
one Class remain outstanding, the Borrower shall select Term Borrowings to be
prepaid so that the aggregate amount of such prepayment is allocated among the
Tranche A Term Borrowings, Tranche A-1 Term Borrowings, Tranche C Term
Borrowings and Tranche C-1 Term Borrowings pro rata based on the aggregate
principal amount of outstanding Borrowings of

<PAGE>

                                                                              59

each such Class; provided that, so long as there are any Tranche A Term
Borrowings or Tranche A-1 Term Borrowings outstanding, any Tranche C Lender or
Tranche C-1 Lender may elect, by notice to the Administrative Agent by telephone
(confirmed by telecopy) at least one Business Day prior to the prepayment date,
to decline all or any portion of any prepayment of its Tranche C Term Loans or
Tranche C-1 Term Loans pursuant to this Section (other than an optional
prepayment pursuant to paragraph (a) of this Section, which may not be
declined), in which case the aggregate amount of the prepayment that would have
been applied to prepay Tranche C Term Loans or Tranche C-1 Term Loans but was so
declined shall be applied to prepay Tranche A Term Borrowings and Tranche A-1
Term Borrowings on a pro rata basis. The rights of the Tranche C Lenders and the
Tranche C-1 Lenders under this Section 2.11(d) shall not be changed without the
written consent of the Tranche C Lenders or the Tranche C-1 Lenders, as
applicable, holding a majority of the outstanding Tranche C Term Loans or
Tranche C-1 Term Loans, as applicable.

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

<PAGE>

                                                                              60

included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.

          SECTION 2.12.  Fees. (a) The Borrower agrees to pay to the
Administrative Agent (i) for the account of each Revolving Lender a commitment
fee, which shall accrue at the Applicable Rate on the average daily unused
amount of the Revolving Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which the Revolving
Commitments terminate and (ii) for the account of each Tranche A-1 Term Lender
and Tranche C-1 Term Lender a commitment fee which shall accrue at the rate of
0.50% per annum on the amount of the Tranche A-1 Commitment and Tranche C-1
Commitment of such Lender during the period from and including the Restatement
Effective Date to but excluding the date on which such Commitments terminate.
Accrued commitment fees shall be payable in arrears on the last day of March,
June, September and December of each year and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the
Effective Date; provided that accrued commitment fees for the Tranche A-1
Commitments and Tranche C-1 Commitments shall be payable on the date on which
such Commitments terminate. All commitment fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees, a Revolving Commitment of a Lender shall be deemed to be used
to the extent of the outstanding Revolving Loans and LC Exposure of such Lender
(and the Swingline Exposure of such Lender shall be disregarded for such
purpose).

          (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate of 1/4 of 1% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of

<PAGE>

                                                                              61

termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
RevolvingCommitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

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

          (d)  All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

          SECTION 2.13.  Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.

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

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

<PAGE>

                                                                              62

preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.

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

          (e)  All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.14.  Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

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

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

<PAGE>

                                                                              63

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

          SECTION 2.15.  Increased Costs. (a) If any Change in Law shall:

          (i)  impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

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

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

          (b)  If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have

<PAGE>

                                                                              64

achieved but for such Change in Law (taking into consideration such Lender's or
the Issuing Bank's policies and the policies of such Lender's or the Issuing
Bank's holding company with respect to capital adequacy), then from time to time
the Borrower will pay to such Lender or the Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.

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

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

          SECTION 2.16.  Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(e) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request

<PAGE>

                                                                              65

by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the Eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section, and, in reasonable detail, the basis therefor, shall be delivered to
the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

          SECTION 2.17.  Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

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

          (c)  The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the

<PAGE>

                                                                              66

Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability, and
setting forth, in reasonable detail, the basis therefor, delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.

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

          (e)  Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the Code, the law of the jurisdiction in
which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate. Any
Foreign Lender which is not a "bank" within the meaning of Section 881(c)(3)(A)
of the Code and intends to claim exemption from U.S. Federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest" shall deliver to the Borrower (with a copy for the
Administrative Agent) a Form W-8BEN, or any subsequent versions thereof or
successors thereto (and, if such Foreign Lender delivers a Form W-8BEN, a
certificate representing that such Foreign Lender is not a bank for purposes of
Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Foreign
Lender

<PAGE>

                                                                              67

claiming complete exemption from, or a reduced rate of, U.S. Federal withholding
tax on payments of interest by the Borrower under this Agreement and the other
Loan Documents.

          (f)  If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. Nothing contained in this Section 2.17(f)
shall require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.

          SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments

<PAGE>

                                                                              68

received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment under any Loan Document shall
be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension. All payments under each Loan Document shall be made in dollars.

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

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to

<PAGE>

                                                                              69

the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

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

          (e)  If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

          SECTION 2.19.  Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.15

<PAGE>

                                                                              70

or 2.17, as the case may be, in the future and (ii) in the reasonable judgment
of such Lender, would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (b)  If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

          SECTION 2.20.  Incremental Facility.
[Intentionally Omitted].

<PAGE>

                                                                              71

                                   ARTICLE III

                         Representations and Warranties

          Each of Holdings and the Borrower represents and warrants to the
Lenders on the Restatement Effective Date and on each date thereafter as
required under any Loan Document that:

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

          SECTION 3.02.  Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of Holdings and the Borrower and constitutes, and each other Loan Document to
which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of Holdings, the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

          SECTION 3.03.  Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents or (ii) where the failure to
obtain such consent or approval or make such registration or filing,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect, (b) will not violate any applicable law or regulation
or the charter, by-laws or other organizational documents of Holdings, the
Borrower or any of their Subsidiaries or any order of any Governmental
Authority, (c) will not violate or result in a

<PAGE>

                                                                              72

default under any material indenture, agreement or other instrument binding upon
Holdings, the Borrower or any of their Subsidiaries or their assets, or give
rise to a right thereunder to require any payment to be made by Holdings, the
Borrower or any of their Subsidiaries (other than repayment of the Existing DAP
Indebtedness), and (d) will not result in the creation or imposition of any Lien
on any asset of Holdings, the Borrower or any of their Subsidiaries, except
Liens created under the Loan Documents.

          SECTION 3.04.  Financial Condition; No Material Adverse Change. (a)
Each of Holdings and the Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended December 30, 2001, reported
on by Arthur Andersen LLP, independent public accountants, (ii) as of and for
the fiscal quarter and the portion of the fiscal year ended October 5, 2002,
certified by one of its Financial Officers and (iii) as of the end of and for
each fiscal month ended after the end of the fiscal quarter ended October 5,
2002 and prior to the date 30 days prior to the Restatement Effective Date,
certified by one of its Financial Officers. Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of Holdings and its consolidated subsidiaries as of
such dates and for such periods in accordance with GAAP, subject to customary
year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clauses (ii) and (iii) above.

          (b) Except as disclosed in the financial statements referred to above
or the notes thereto or in the Slide Presentation and except for the Disclosed
Matters, after giving effect to the Transactions, none of Holdings, the Borrower
or their Subsidiaries has, as of the Restatement Effective Date, any material
contingent liabilities.

          (c) Since October 5, 2002, there has been no material adverse change
in the business, assets, operations, prospects or condition, financial or
otherwise, of Holdings, the Borrower and their Subsidiaries, taken as a whole.

          SECTION 3.05.  Properties. (a) Each of Holdings, the Borrower and
their Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as

<PAGE>

                                                                              73

currently conducted or to utilize such properties for their intended purposes.

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

          (c) The Borrower has delivered to the Administrative Agent a schedule
setting forth the address of each real property that is owned or leased by
Holdings or any of its Subsidiaries as of the Effective Date after giving effect
to the Transactions.

          (d) As of the Restatement Effective Date, neither Holdings, the
Borrower nor any of their Subsidiaries has received notice of, or has knowledge
of, any pending or contemplated condemnation proceeding affecting any Mortgaged
Property or any sale or disposition thereof in lieu of condemnation. Neither any
Mortgaged Property nor any interest therein is subject to any right of first
refusal, option or other contractual right to purchase such Mortgaged Property
or interest therein (other than options to purchase any such Mortgaged Property
leased by the Borrower as lessee).

          SECTION 3.06.  Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower or any of their
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve any of the Loan Documents or
the Transactions.

          (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, neither Holdings, the Borrower
nor any of their Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any

<PAGE>

                                                                              74

Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

          (c) Since the Effective Date, there has been no change in the status
of the Disclosed Matters that, individually or in the aggregate, has resulted
in, or materially increased the likelihood of, a Material Adverse Effect.

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

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

          SECTION 3.09.  Taxes. Each of Holdings, the Borrower and their
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which Holdings, the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so would not reasonably be expected to
result in a Material Adverse Effect.

          SECTION 3.10.  ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market

<PAGE>

                                                                              75

value of the assets of such Plan, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed
by more than $1,000,000 the fair market value of the assets of all such
underfunded Plans.

          SECTION 3.11.  Disclosure. Holdings and the Borrower have disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to
which Holdings, the Borrower or any of their Subsidiaries is subject, and all
other matters known to any of them, that, individually or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect. Neither the
Slide Presentation nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, Holdings and the Borrower represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

          SECTION 3.12.  Subsidiaries. After giving effect to the consummation
of the Reorganization on the Effective Date, Holdings does not have any
Subsidiaries other than the Borrower and the Borrower's Subsidiaries. Schedule
3.12 sets forth the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Restatement Effective Date.

          SECTION 3.13.  Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of Holdings, the Borrower and their
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums in respect of such insurance have been paid.

          SECTION 3.14.  Labor Matters. As of the Restatement Effective Date,
there are no strikes, lockouts or slowdowns against Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. Holdings, the Borrower and the

<PAGE>

                                                                              76

Subsidiaries have not been in material violation of the Fair Labor Standards Act
or any other applicable Federal, state, local or foreign law dealing with the
hours worked by or payments made to employees or any similar matters. All
payments due from Holdings, the Borrower or any Subsidiary, or for which any
claim may be made against Holdings, the Borrower or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary, except where the failure to pay such liability individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse
Effect. The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

          SECTION 3.15.  Solvency. Immediately after the consummation of the
Restatement Transactions to occur on the Restatement Effective Date and the
Redemption Date and immediately following the making of each Loan made on the
Restatement Effective Date and after giving effect to the application of the
proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at
a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
each Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured;
(c) each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

          SECTION 3.16.  Senior Indebtedness. The Obligations constitute "Senior
Debt" and "Designated Senior Debt" under and as defined in the Existing
Subordinated Debt Documents and the Additional Subordinated Debt Documents.

          SECTION 3.17.  Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when such Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected

<PAGE>

                                                                              77

first priority Lien on, and security interest in, all right, title and interest
of each pledgor thereunder in such Collateral, in each case prior and superior
in right to any other Person.

          (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral (as defined in the Security
Agreement) and, when financing statements in appropriate form are filed in the
offices specified on Schedule 6 to the Perfection Certificate, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral
other than the Intellectual Property (as defined in the Security Agreement), to
the extent that a security interest can be perfected in such Collateral by
filing, recording or registering a financing statement or analogous document in
the United States (or any political subdivision thereof) and its territories and
possessions pursuant to the Uniform Commercial Code or other applicable law in
such jurisdiction, in each case prior and superior in right to any other Person,
other than with respect to Liens expressly permitted by Section 6.02.

          (c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in the Intellectual Property
(as defined in the Security Agreement) in which a security interest may be
perfected by filing, recording or registering a security agreement, financing
statement or analogous document in the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, in each case prior and
superior in right to any other Person other than Liens expressly permitted by
Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office may be
necessary to perfect a Lien on registered trademarks, trademark applications and
copyrights acquired by the Loan Parties after the Effective Date).

          (d) The Mortgages are effective to create, subject to the exceptions
listed in each title insurance policy covering such Mortgage (or, in the case of
the Mortgages with respect to each Mortgaged Property set forth on Schedule
1.01(b) and identified with an asterisk, subject to Permitted Encumbrances), in
favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a

<PAGE>

                                                                              78

legal, valid and enforceable Lien on all of the Loan Parties' right, title and
interest in and to the Mortgaged Properties thereunder and the proceeds thereof,
and when the Mortgages are filed in the offices specified on Schedule 3.17, the
Mortgages shall constitute a Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Mortgaged Properties and the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to the rights of Persons pursuant to Liens expressly permitted
by Section 6.02.

                                   ARTICLE IV

                                   Conditions


          SECTION 4.01.  [Intentionally Omitted].

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

          (a) The representations and warranties of each Loan Party set forth in
    the Loan Documents shall be true and correct on and as of the date of such
    Borrowing or the date of issuance, amendment, renewal or extension of such
    Letter of Credit, as applicable, except for representations and warranties
    expressly made as of an earlier date, which shall be true and correct as of
    such earlier date.

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

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

<PAGE>

                                                                              79


                                    ARTICLE V

                              Affirmative Covenants

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

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

          (a) within 90 days after the end of each fiscal year of Holdings and
    the Borrower, both Holdings' and the Borrower's audited consolidated and
    consolidating balance sheets and related statements of operations,
    stockholders' equity and cash flows as of the end of and for such year,
    setting forth in each case in comparative form the figures for the previous
    fiscal year, all reported on by Deloitte & Touche LLP or other independent
    public accountants of recognized national standing (without a "going
    concern" or like qualification or exception and without any qualification or
    exception as to the scope of such audit or other material qualification or
    exception) to the effect that such consolidated and consolidating financial
    statements present fairly in all material respects the financial condition
    and results of operations of Holdings or the Borrower, as applicable, and
    their consolidated Subsidiaries on a consolidated and consolidating basis in
    accordance with GAAP consistently applied;

          (b) within 45 days after the end of each of the first three fiscal
    quarters of each fiscal year of Holdings and the Borrower, both Holdings'
    and the Borrower's consolidated and consolidating balance sheets and related
    statements of operations, stockholders' equity and cash flows as of the end
    of and for such fiscal quarter and the then elapsed portion of the fiscal
    year, setting forth in each case in comparative form the figures for the
    corresponding period or periods of (or, in the case of the balance sheet, as
    of the end of) the previous fiscal year, all certified by one of its
    Financial Officers as presenting fairly in all material respects the
    financial condition and results of operations of

<PAGE>

                                                                              80

    Holdings or the Borrower, as applicable, and their consolidated Subsidiaries
    on a consolidated and consolidating basis in accordance with GAAP
    consistently applied, subject to normal year-end audit adjustments and the
    absence of footnotes;

          (c) within 30 days after the end of each month (other than the last
    month) of each fiscal quarter of Holdings and the Borrower, both Holdings'
    and the Borrower's consolidated balance sheets and related statements of
    operations, stockholders' equity as of the end of and for such fiscal month
    and the then elapsed portion of the fiscal year, all certified by one of its
    Financial Officers as presenting in all material respects the financial
    condition and results of operations of Holdings or the Borrower, as
    applicable, and their consolidated Subsidiaries on a consolidated basis in
    accordance with GAAP consistently applied, subject to normal year-end audit
    adjustments and the absence of footnotes; provided that, with respect to the
    balance sheets and related statements as of the end of November 2001, the
    Borrower and Holdings may provide consolidated balance sheets and related
    statements for Holdings and all Subsidiaries which were Subsidiaries prior
    to the Reorganization and separate consolidated balance sheets and related
    statements for all other Subsidiaries;

          (d) concurrently with any delivery of financial statements under
    clause (a) or (b) above, a certificate of a Financial Officer of the
    Borrower (i) certifying as to whether a Default has occurred and, if a
    Default has occurred, specifying the details thereof and any action taken or
    proposed to be taken with respect thereto, (ii) setting forth a reasonably
    detailed calculation of the Leverage Ratio as of the end of the period
    covered by such financial statements, (iii) setting forth reasonably
    detailed calculations demonstrating compliance with Sections 6.12, 6.13,
    6.14, 6.15 and 6.17 and (iv) stating whether any change in GAAP or in the
    application thereof has occurred since the date of Holdings' audited
    financial statements referred to in Section 3.04 and, if any such change has
    occurred, specifying the effect of such change on the financial statements
    accompanying such certificate;

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

<PAGE>

                                                                              81

    during the course of their examination of such financial statements of any
    Default (which certificate may be limited to the extent required by
    accounting rules or guidelines);

          (f) as soon as the same are complete, but in no event more that 60
    days after the commencement of each fiscal year of Holdings, a detailed
    consolidated budget presented on a quarterly basis for such fiscal year
    (including a projected consolidated balance sheet and related statements of
    projected operations and cash flow as of the end of and for such fiscal
    year) and, promptly when available, any significant revisions of such
    budget;

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

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

          (i) promptly after the same are furnished to the Borrower, copies of
    any "Management Letter" delivered to Holdings and the Borrower by their
    independent certified public accountants in connection with the delivery of
    financial statements contemplated by Section 5.01(a) if such Letter
    discloses any material weaknesses in internal financial controls or other
    material concerns relating to the financial statements identified by such
    accountants.

          SECTION 5.02.  Notices of Material Events. Upon Holdings or the
Borrower obtaining knowledge thereof, Holdings and the Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

          (a) the occurrence of any Default;

<PAGE>

                                                                              82

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

          (c) the occurrence of any ERISA Event that, alone or together with any
    other ERISA Events that have occurred, could reasonably be expected to
    result in liability of Holdings, the Borrower and their Subsidiaries in an
    aggregate amount exceeding $1,000,000; and

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

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

          SECTION 5.03.  Information Regarding Collateral. (a) Holdings or the
Borrower will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's corporate name, (ii) in the jurisdiction of
incorporation or organization of any Loan Party, (iii) in any office in which
any Loan Party maintains books or records relating to Collateral owned by it or
(iv) in any Loan Party's Organizational Identification Number. Holdings and the
Borrower agree not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue at
all times following such change to have a valid, legal and perfected security
interest in all the Collateral. Holdings and the Borrower also agree promptly to
notify the Administrative Agent if any material portion of the Collateral is
damaged or destroyed.

          (b) Each year, at the time of delivery of annual financial statements
with respect to the preceding fiscal year pursuant to clause (a) of Section
5.01, Holdings or the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer of Holdings or the Borrower (i) setting forth
the information required pursuant to Section 2 of the Perfection Certificate or
confirming

<PAGE>

                                                                              83

that there has been no change in such information since the date of the
Perfection Certificate delivered on the Effective Date or the date of the most
recent certificate delivered pursuant to this Section and (ii) certifying that
all Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Security Agreement for a period of not less than 18 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

          SECTION 5.04.  Existence; Conduct of Business. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.

          SECTION 5.05.  Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, pay its Indebtedness
and other obligations, including Tax liabilities, that, if not paid, would
reasonably be expected to result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b)
Holdings, the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending
such contest would not reasonably be expected to result in a Material Adverse
Effect.

          SECTION 5.06.  Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

<PAGE>

                                                                              84

          SECTION 5.07.  Insurance. (a) Each of Holdings and the Borrower will,
and will cause each of its Subsidiaries to, maintain, with financially sound and
reputable insurance companies (i) adequate insurance for its insurable
properties, all to such extent and against such risks, including fire, casualty
and other risks insured against by extended coverage, as is customary with
companies in the same or similar businesses operating in the same or similar
locations, (ii) such other insurance as is required pursuant to the terms of any
Security Document and (iii) business interruption insurance, insuring against
loss of gross earnings for a period of not less than 12 months arising from any
risks or occurrences required to be covered by insurance pursuant to this
Section 5.07.

          (b) Fire and extended coverage policies maintained with respect to any
Collateral shall be endorsed or otherwise amended to include (i) a
non-contributing mortgage clause (regarding improvements to real property) and
lenders' loss payable clause (regarding personal property), in each case in
favor of the Administrative Agent and providing for losses thereunder to be
payable to the Administrative Agent or its designee, (ii) a provision to the
effect that neither the Borrower, the Administrative Agent nor any other party
shall be a coinsurer and (iii) such other provisions as the Administrative Agent
may reasonably require from time to time to protect the interests of the
Lenders. Commercial general liability policies shall be endorsed to name the
Administrative Agent as an additional insured. Business interruption policies
shall name the Administrative Agent as loss payee. Each such policy referred to
in this paragraph also shall provide that it shall not be canceled, modified or
not renewed (i) by reason of nonpayment of premium except upon not less than 10
days' prior written notice thereof by the insurer to the Administrative Agent
(giving the Administrative Agent the right to cure defaults in the payment of
premiums) or (ii) for any other reason except upon not less than 30 days' prior
written notice thereof by the insurer to the Administrative Agent. Holdings or
the Borrower shall deliver to the Administrative Agent, prior to the
cancelation, modification or nonrenewal of any such policy of insurance, a copy
of a renewal or replacement policy (or other evidence of renewal of a policy
previously delivered to the Administrative Agent) together with evidence
satisfactory to the Administrative Agent of payment of the premium therefor.

          SECTION 5.08.  Casualty and Condemnation. (a) Holdings or the Borrower
will furnish to the Administrative Agent and the Lenders prompt written notice

<PAGE>

                                                                              85

of any casualty or other insured damage to any material portion of any
Collateral or the commencement of any action or proceeding for the taking of any
Collateral or any part thereof or interest therein under power of eminent domain
or by condemnation or similar proceeding.

          (b) If any event described in paragraph (a) of this Section results in
Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award
or otherwise), the Administrative Agent is authorized to collect such Net Cash
Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net
Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if
the aggregate Net Cash Proceeds in respect of such event (other than proceeds of
business income insurance) are less than $5,000,000, such Net Cash Proceeds
shall be paid over to Holdings or the Borrower unless a Default has occurred and
is continuing, and (ii) all proceeds of business income insurance shall be paid
over to the Borrower unless a Default has occurred and is continuing. All such
Net Cash Proceeds retained by or paid over to the Administrative Agent shall be
held by the Administrative Agent and released from time to time to pay the costs
of repairing, restoring or replacing the affected property in accordance with
the terms of the applicable Security Document, subject to the provisions of the
applicable Security Document regarding application of such Net Cash Proceeds
during a Default.

          (c) If any Net Cash Proceeds retained by or paid over to the
Administrative Agent as provided above continue to be held by the Administrative
Agent on the date that is 360 days (or, in the case of a distribution center,
two years, provided that repair, restoration or replacement commenced within 270
days after the occurrence of such event) after the occurrence of the event
resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be
applied to prepay Term Borrowings as provided in Section 2.11(b).

          SECTION 5.09.  Books and Records; Inspection and Audit Rights. (a)
Each of Holdings and the Borrower will, and will cause each of its Subsidiaries
to, keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business
and activities. Each of Holdings and the Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its

<PAGE>

                                                                              86

officers and independent accountants, all at such reasonable times and as often
as reasonably requested; provided that the Borrower shall be given the
opportunity to be present at any discussion with its independent accountants.

          (b) Each of Holdings and the Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent (including any consultants, accountants, lawyers and appraisers retained
by the Administrative Agent) to conduct evaluations and appraisals of (i) the
inventory of the Borrower and its Subsidiaries and (ii) the systems providing
for the monitoring and reporting of such inventory, all at such reasonable times
and as often as reasonably requested. The Borrower shall pay the reasonable fees
and expenses of any representatives retained by the Administrative Agent to
conduct any such evaluation or appraisal (including the fees and expenses
associated with the services performed by the Administrative Agent's collateral
monitoring department); provided that the Borrower shall not be required to pay
such fees and expenses for more than one such evaluation or appraisal during any
calendar year unless an Event of Default has occurred and is continuing.

          SECTION 5.10.  Compliance with Laws. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.11.  Use of Proceeds and Letters of Credit. The proceeds of
the Tranche A-1 Term Loans and Tranche C-1 Term Loans will be used only to
finance the Redemption. The proceeds of the Revolving Loans (other than the
proceeds from the Initial Revolving Borrowing) and Swingline Loans will be used
only for general corporate purposes. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations U and X. Letters
of Credit will be issued only for general corporate purposes.

          SECTION 5.12.  Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Effective Date, Holdings and the Borrower will
notify the Administrative Agent and the Lenders thereof and (a) if such
Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such
Subsidiary to become a party to the Guarantee Agreement, the Indemnity
Subrogation and

<PAGE>

                                                                              87

Contribution Agreement and each applicable Security Document in the manner
provided therein within three Business Days after such Subsidiary is formed or
acquired and promptly take such actions to create and perfect Liens on such
Subsidiary's assets (other than commercial delivery vehicles and leasehold
interests in Stores) to secure the Obligations as the Administrative Agent or
the Required Lenders shall reasonably request and (b) if any Equity Interests or
Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party,
Holdings and the Borrower will cause such Equity Interests and promissory notes
evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement
within three Business Days after such Subsidiary is formed or acquired (except
that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan
Party, Equity Interests of such Subsidiary to be pledged pursuant to the Pledge
Agreement may be limited to 65% of the outstanding voting Equity Interests of
such Subsidiary).

          SECTION 5.13.  Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent or the Required Lenders may reasonably request, to effectuate the
transactions contemplated by the Loan Documents or to grant, preserve, protect
or perfect the Liens created or intended to be created by the Security Documents
or the validity or priority of any such Lien, all at the expense of the Loan
Parties. Holdings and the Borrower also agree to provide to the Administrative
Agent, from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

          (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Lien of the Security Agreement upon acquisition thereof), the Borrower will
notify the Administrative Agent and the Lenders thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or

<PAGE>

                                                                              88

reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties; provided that the foregoing shall not require the
Borrower to grant a Lien on assets constituting commercial delivery vehicles,
leasehold interests in Stores or Vehicles owned by the Vehicle Subsidiary.

          (c) If any Mortgaged Property set forth on Schedule 1.01(b) and
identified with an asterisk is not sold prior to the date that is one year after
the Effective Date, the Borrower shall, within 60 days of such date, deliver to
the Administrative Agent a policy or policies of title insurance (or binding
commitments to issue such title policies), or a title endorsement to an existing
title policy, issued by a nationally recognized title insurance company,
insuring the Lien of each Mortgage with respect to each such Mortgaged Property
as a valid first Lien on such Mortgaged Property, free of any other Liens except
as permitted by Section 6.02, in form and substance reasonably acceptable to the
Collateral Agent, together with such endorsements, coinsurance and reinsurance
as the Collateral Agent or the Required Lenders may reasonably request.

          SECTION 5.14.  Collection Deposit Accounts. As promptly as practicable
and in any event prior to September 30, 2002 and at all times thereafter, the
Borrower shall maintain Collection Deposit Letter Agreements for Collection
Deposit Accounts representing the collections of Stores which account for no
less than 80% of Consolidated EBITDA for the fiscal year most recently ended.
The Borrower will use its reasonable best efforts to enter into and maintain
Collection Deposit Agreements for all other Collection Deposit Accounts.

          SECTION 5.15.  Designated Senior Indebtedness. The Borrower hereby
designates the Obligations as "Designated Senior Indebtedness" under and as
defined in the Existing Subordinated Debt Documents.

          SECTION 5.16.  Interest Rate Protection. As promptly as practicable,
and in any even no later than 90 days after the Restatement Effective Date, the
Borrower will enter into, and thereafter for a period of not less than 18 months
will maintain in effect, one or more interest rate protection agreements on such
terms and with such parties as shall be reasonably satisfactory to the
Administrative Agent, the effect of which shall be to fix or limit the interest
cost to the Borrower with respect to 35% of the outstanding Term Loans.

<PAGE>

                                                                              89

                                   ARTICLE VI

                               Negative Covenants

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

          SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

          (i)   Indebtedness created under the Loan Documents;

          (ii)  in the case of the Borrower, the Existing Subordinated Debt, the
    Additional Subordinated Debt and the Replacement Subordinated Debt;

          (iii) Indebtedness existing on the Effective Date and set forth in
    Schedule 6.01, but not any extensions, renewals or replacements of any such
    Indebtedness;

          (iv)  Indebtedness of the Borrower to any Subsidiary of the Borrower
    and of any Subsidiary of the Borrower to the Borrower or any other
    Subsidiary of the Borrower; provided that Indebtedness of any Subsidiary
    that is not a Loan Party to the Borrower or any Subsidiary Loan Party shall
    be subject to Section 6.04;

          (v)   Guarantees by the Borrower of Indebtedness of any Subsidiary of
    the Borrower and by any Subsidiary of the Borrower of Indebtedness of the
    Borrower or any other Subsidiary of the Borrower; provided that (A) the
    Indebtedness so guaranteed is permitted by this Section, (B) Guarantees by
    the Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary
    that is not a Loan Party shall be subject to Section 6.04, (C) the Existing
    Subordinated Debt shall not be guaranteed by any Subsidiary that is not a
    Subsidiary Loan Party and any such Guarantee shall be subordinated to the
    obligations hereunder of the applicable Subsidiary on the same terms as the
    Existing Subordinated Debt of the Borrower is subordinated to its
    obligations hereunder, (D) the Additional Subordinated Debt shall not be
    guaranteed by any Subsidiary that is not a Subsidiary Loan Party and any
    such Guarantee shall be subordinated to the obligations

<PAGE>

                                                                              90

    under the Loan Documents of the applicable Subsidiary on the same terms as
    the Additional Subordinated Debt of the Borrower is subordinated to its
    obligations hereunder, (E) the Holdings Senior Discount Debentures shall not
    be Guaranteed and (F) the Replacement Subordinated Debt shall not be
    guaranteed by any Subsidiary that is not a Subsidiary Loan Party and any
    such Guarantee shall be subordinated to the obligations under the Loan
    Documents of the applicable Subsidiary on the same terms as the Replacement
    Subordinated Debt of the Borrower is subordinated to its obligations
    hereunder;

          (vi)  Indebtedness of the Borrower or any Subsidiary of the Borrower
    incurred to finance the acquisition, construction or improvement of any
    fixed or capital assets after the Effective Date, including Capital Lease
    Obligations and any Indebtedness assumed in connection with the acquisition
    of any such assets or secured by a Lien on any such assets prior to the
    acquisition thereof, and extensions, renewals and replacements of any such
    Indebtedness that do not increase the outstanding principal amount thereof
    or result in an earlier maturity date or decreased weighted average life
    thereof; provided that (A) such Indebtedness is incurred prior to or within
    270 days after such acquisition or the completion of such construction or
    improvement and (B) the aggregate principal amount of Indebtedness permitted
    by this clause (vi) shall not exceed $75,000,000 at any time outstanding;
    provided further that the amount permitted under clause (vi) above shall not
    include Indebtedness set forth in Schedule 6.01;

          (vii) Indebtedness of (A) any Person that becomes a Subsidiary after
    the Effective Date pursuant to a Permitted Acquisition to the extent that
    such Indebtedness exists at the time such Person becomes a Subsidiary and is
    not created in contemplation of or in connection with such Person becoming a
    Subsidiary, (B) the Borrower or a Subsidiary to the extent that such
    Indebtedness is assumed in connection with a Permitted Acquisition made by
    the Borrower or such Subsidiary and is not created in contemplation of such
    Permitted Acquisition and (C) the Borrower in respect of unsecured
    promissory notes issued as consideration for Permitted Acquisitions;
    provided that the aggregate principal amount of Indebtedness permitted by
    this clause (vii) shall be subject to the limitations set forth in clause
    (h) of Section 6.04;

<PAGE>

                                                                              91

          (viii) other unsecured Indebtedness of the Borrower or any Subsidiary
     Loan Party in an aggregate principal amount not exceeding $20,000,000 at
     any time outstanding; and

          (ix)   Receivables Indebtedness in an aggregate principal amount not
     exceeding $45,000,000 at any time outstanding.

          (b)    Holdings will not create, incur, assume or permit to exist any
Indebtedness except (i) Indebtedness existing on the Effective Date and set
forth in Schedule 6.01, but not any extensions, renewals or replacements of any
such Indebtedness, (ii) Indebtedness created under the Loan Documents and (iii)
the Holdings Senior Discount Debentures.

          (c)    Neither Holdings nor the Borrower will, nor will they permit
any Subsidiary to (i) create, incur, assume or permit to exist any Indebtedness
(other than Indebtedness created under the Loan Documents) in reliance upon such
Indebtedness constituting a "Credit Facility" (as defined in the Existing
Subordinated Debt Documents, the Additional Subordinated Debt Documents or the
Replacement Subordinated Debt Documents) for purposes of determining whether
such Indebtedness is permitted under the Existing Subordinated Debt Documents,
the Additional Subordinated Debt Documents or the Replacement Subordinated Debt
Documents, as applicable, regardless of whether such Indebtedness is permitted
by this Section, or (ii) designate any Indebtedness (other than Indebtedness
created under the Loan Documents) as "Designated Senior Debt" (as defined in the
Existing Subordinated Debt Documents, the Additional Subordinated Debt Documents
or the Replacement Subordinated Debt Documents).

          (d)    Neither Holdings nor the Borrower will, nor will they permit
any Subsidiary to, issue any preferred stock or other preferred Equity Interests
or be or become liable in respect of any obligation (contingent or otherwise) to
purchase, redeem, retire, acquire or make any other payment in respect of any
Equity Interests of Holdings, the Borrower or any Subsidiary or any option,
warrant or other right to acquire any such Equity Interests.

          SECTION 6.02.  Liens. (a) The Borrower will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now

<PAGE>

                                                                              92

owned or hereafter acquired by it, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except:

          (i)    Liens created under the Loan Documents;

          (ii)   Permitted Encumbrances;

          (iii)  any Lien on any property or asset of the Borrower or any
     Subsidiary existing on the Effective Date and set forth in Schedule 6.02;
     provided that (i) such Lien shall not apply to any other property or asset
     of the Borrower or any Subsidiary and (ii) such Lien shall secure only
     those obligations which it secures on the date hereof and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (iv)   any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Subsidiary (other than pursuant
     to the Reorganization) or existing on any property or asset of any Person
     that becomes a Subsidiary after the Effective Date prior to the time such
     Person becomes a Subsidiary; provided that (A) such Lien is not created in
     contemplation of or in connection with such acquisition or such Person
     becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to
     any other property or assets of the Borrower or any Subsidiary and (C) such
     Lien shall secure only those obligations which it secures on the date of
     such acquisition or the date such Person becomes a Subsidiary, as the case
     may be, and extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof;

          (v)    Liens on fixed or capital assets acquired, constructed or
     improved by the Borrower or any Subsidiary after the Effective Date;
     provided that (A) such security interests secure Indebtedness permitted by
     clause (vi) of Section 6.01(a), (B) such security interests and the
     Indebtedness secured thereby are incurred prior to or within 270 days after
     such acquisition or the completion of such construction or improvement, (C)
     the Indebtedness secured thereby does not exceed the cost (including
     design, engineering, sales taxes, delivery, installation and other similar
     costs) of acquiring, constructing or improving such fixed or capital assets
     and (D) such security interests shall not apply to any other property or
     assets of the Borrower or any Subsidiary; and

<PAGE>

                                                                              93

          (vi)   Liens arising under any Receivables Program on accounts
     receivables sold or transferred to Persons other than the Borrower and its
     Subsidiaries pursuant to such Receivables Program.

          (b)    Holdings will not create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect thereof, except Liens created under the Security Documents and Permitted
Encumbrances.

          SECTION 6.03.  Fundamental Changes. (a) Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Subsidiary may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary (other than
the Borrower) may merge into any Subsidiary Loan Party in a transaction in which
the surviving entity is a Subsidiary Loan Party, (iii) any Subsidiary (other
than the Borrower) may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders and (iv) any
Subsidiary may merge with another entity to implement a Permitted Acquisition;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04; provided further that this Section shall not be
construed to prohibit consummation of the AHC Merger and the DAP Merger in
accordance with the Merger Agreement.

          (b)    The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower, DAP and their respective
subsidiaries on the Effective Date and businesses reasonably related thereto.

          (c)    Holdings will not engage in any business or activity other than
the ownership of all the outstanding shares of capital stock of the Borrower and
activities incidental thereto. Holdings will not own or acquire any assets
(other than shares of capital stock of the Borrower, cash, promissory notes held
pursuant to clause (g)(i) of Section 6.04 and Permitted Investments) or incur
any liabilities (other than liabilities under the Loan

<PAGE>

                                                                              94

Documents, the Holdings Senior Discount Debentures, liabilities imposed by law,
including tax liabilities, and other liabilities incidental to its existence and
permitted business and activities). Holdings will not have any Subsidiaries,
other than the Borrower and its Subsidiaries.

          (d)  Prior to the consummation of the DAP Merger, Newco Sub will not
engage in any business or activity. Newco Sub will not own or acquire any assets
or incur any liabilities. Newco Sub will not have any subsidiaries.

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

          (a)  Permitted Investments;

          (b)  investments existing on the Effective Date and set forth on
     Schedule 6.04, to the extent such investments would not be permitted under
     any other clause of this Section;

          (c)  investments in the Equity Interests of their respective
     Subsidiaries; provided that (i) any such Equity Interests held by a Loan
     Party shall be pledged pursuant to the Pledge Agreement (subject to the
     limitations applicable to Equity Interests of a Foreign Subsidiary referred
     to in Section 5.12) and (ii) the aggregate amount of investments in, and
     loans and advances to, and Guarantees of Indebtedness of, Subsidiaries that
     are not Loan Parties shall not exceed $1,000,000 in the aggregate at any
     time outstanding;

          (d)  loans or advances made by the Borrower to any Subsidiary of the
     Borrower (or to Holdings, but only as permitted by Section 6.07) and made
     by any Subsidiary of the Borrower to the Borrower or any other Subsidiary
     of the Borrower; provided that (i) any such loans and advances made by a
     Loan Party shall be evidenced by a promissory note pledged pursuant to the
     Pledge Agreement and (ii) the amount of all such loans and

<PAGE>

                                                                              95

     advances by Loan Parties to Subsidiaries that are not Loan Parties shall be
     subject to the limitation set forth in clause (c)(ii) above;

          (e)  Guarantees constituting Indebtedness permitted by Section 6.01;
     provided that (i) neither the Borrower nor any Subsidiary shall Guarantee
     the Holdings Senior Discount Debentures, (ii) the Existing Subordinated
     Debt shall not be Guaranteed by Holdings or by any Subsidiary other than a
     Subsidiary Loan Party that is a Subsidiary of the Borrower, (iii) the
     Additional Subordinated Debt shall not be Guaranteed by any Subsidiary
     other than a Subsidiary Loan Party that is a Subsidiary of the Borrower,
     (iv) the Replacement Subordinated Debt shall not be Guaranteed by any
     Subsidiary other than a Subsidiary Loan Party that is a Subsidiary of the
     Borrower, (v) the aggregate principal amount of Indebtedness of
     Subsidiaries that are not Loan Parties Guaranteed by any Loan Party shall
     be subject to the limitation set forth in clause (c)(ii) above and (vi) a
     Subsidiary that is not a Loan Party shall not Guarantee any Indebtedness of
     any Loan Party;

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

          (g)  promissory notes received from employees of Holdings and its
     Subsidiaries evidencing loans made for the purpose of permitting such
     employees to purchase capital stock of Holdings in an aggregate principal
     amount not exceeding $5,000,000 at any time outstanding;

          (h)  Permitted Acquisitions; provided that (i) the consideration for
     each Permitted Acquisition shall consist solely of cash, shares of common
     stock of Holdings, the assumption of Indebtedness of the acquired Person or
     encumbering the acquired assets, Indebtedness referred to in clauses (vii)
     and (viii) of Section 6.01(a) or a combination thereof and (ii) the sum of
     all Indebtedness so assumed or otherwise resulting from Permitted
     Acquisitions (including Indebtedness referred to in clauses (vii) and
     (viii) of Section 6.01(a)) plus the cash consideration paid in connection
     with Permitted Acquisitions (other than cash consideration received as Net
     Cash Proceeds from the issuance by Holdings of additional shares of its
     common stock to finance Permitted Acquisitions, as

<PAGE>

                                                                              96

     contemplated by clause (c)(ii) of the definition of "Prepayment Event"),
     minus the book value (determined, in respect of each Permitted Acquisition,
     as of the date of consummation thereof) of all cash, cash equivalents,
     prepaid expenses, inventory and accounts receivable acquired pursuant to
     Permitted Acquisitions, shall not exceed, during any fiscal year of the
     Borrower, when aggregated with the sum of all Capital Expenditures during
     such fiscal year, the amount permitted for such fiscal year pursuant to
     Section 6.12;

          (i)  loans or advances to employees in the ordinary course of
     business; provided that the aggregate amount of all loans and advances
     permitted by this clause (i) shall not exceed $750,000 at any time
     outstanding;

          (j)  other investments in an aggregate amount not exceeding $2,000,000
     at any time outstanding;

          (k)  obligations of management to the Borrower in connection with
     split dollar life insurance policies; provided that the aggregate amount of
     all obligations permitted by this clause (k) shall not exceed $1,000,000 at
     any time outstanding; and

          (l)  promissory notes contemplated by clause (ii) of the proviso to
     Section 6.05.

          (m)  investments incurred in connection with Deferred Compensation
     Obligations.

          SECTION 6.05.  Asset Sales. The Borrower will not, and will not permit
any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interests, nor will the Borrower permit any of its
Subsidiaries to issue any additional Equity Interests in such Subsidiary,
except:

          (a)  sales of inventory, used or surplus equipment and Permitted
     Investments in the ordinary course of business;

          (b)  (i) sales, transfers, leases and dispositions to the Borrower or
     a Subsidiary, provided that any such sales, transfers, leases or
     dispositions involving a Subsidiary that is not a Loan Party shall be made
     in compliance with Section 6.08, and (ii) issuances of additional Equity
     Interests by any Subsidiary to the Borrower or any other Subsidiary (except
     that a Subsidiary Loan Party may not issue additional Equity

<PAGE>

                                                                              97

     Interests to a Subsidiary that is not a Loan Party), provided that any such
     issuances shall be made in compliance with Section 6.04;

          (c)  sales, transfers and dispositions of assets (other than Equity
     Interests of a Subsidiary) that are not permitted by any other clause of
     this Section; provided that the aggregate fair market value of all assets
     sold, transferred or otherwise disposed of in reliance upon this clause (c)
     shall not exceed $20,000,000 during any fiscal year of the Borrower and
     $75,000,000 in the aggregate after the Restatement Effective Date;

          (d)  the Borrower may sell or otherwise convey accounts receivable
     pursuant to and in accordance with any Receivables Program;

          (e)  sales of fixed or capital assets made pursuant to sale and
     lease-back transactions permitted under Section 6.11;

          (f)  sales, transfers and dispositions of assets constituting
     Permitted Asset Swaps;

          (g)  sales, transfers and other dispositions of property identified on
     Schedule 6.05(a); provided that the fair market value of all assets sold,
     transferred or otherwise disposed of pursuant to this clause (g) shall not
     exceed, on a cumulative basis from the Effective Date, $35,000,000;

          (h)  [intentionally omitted]; and

          (i)  sales of assets which as of the Effective Date are owned by
     Western Auto of St. Thomas, Inc., a Delaware corporation, Western Auto of
     Puerto Rico, Inc., a Delaware corporation or WASCO Insurance Agency, Inc.,
     a Missouri corporation or which constitute the Western Auto Wholesale
     Network, Western Auto Specialty Stores or rights with respect to Western
     Auto Dealer Stores or of the capital stock of any Subsidiary of the
     Borrower substantially all the assets of which at the time of such sale are
     assets permitted to be sold pursuant to this clause (i);

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and solely for cash consideration, except that (i) consideration for
Permitted Asset Swaps may consist of non-cash consideration

<PAGE>

                                                                              98

as contemplated by the definition of such term, (ii) up to 30% of the aggregate
consideration for transactions permitted by clause (i) above may consist of
promissory notes, (iii) in the case of distribution centers, up to 30% of the
aggregate consideration for transactions permitted by clause (g) above may
consist of promissory notes, and (iv) up to 10% of the aggregate consideration
for transactions (other than those involving distribution centers) permitted by
clause (g) above may consist of promissory notes.

          SECTION 6.06.  Hedging Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to (a) hedge
or mitigate risks to which the Borrower or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities and (b) effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary,
provided that in the case of clause (b), any such agreement must be in
compliance with Section 5.16.

          SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary
to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except:

          (i)   Holdings may declare and pay dividends with respect to its
     capital stock payable solely in additional shares of its common stock;

          (ii)  Subsidiaries of the Borrower may make Restricted Payments to the
     Borrower and to wholly owned Subsidiaries of the Borrower and may declare
     and pay dividends ratably with respect to their Equity Interests;

          (iii) if at the time thereof and after giving effect thereto no
     Default has occurred and is continuing, the Borrower may pay dividends or
     make loans to Holdings at such times and in such amounts, not exceeding
     $1,000,000 during any fiscal year, as shall be necessary to permit Holdings
     to discharge its permitted liabilities (other than to make any payments
     with respect to the Holdings Senior Discount Debentures);

<PAGE>

                                                                              99

          (iv)  following April 15, 2003, if at the time thereof and after
     giving effect thereto no Default has occurred and is continuing, the
     Borrower may pay dividends or make loans to Holdings at such times and in
     such amounts, not exceeding $14,420,000 during any fiscal year, as shall be
     necessary to permit Holdings to pay, as and when due, interest on the
     Holdings Senior Discount Debentures accrued subsequent to April 15, 2003;

          (v)   Holdings may make Restricted Payments pursuant to and in
     accordance with stock option plans or other benefit plans for management or
     employees of Holdings and its Subsidiaries, including the redemption or
     purchase of shares of common stock of Holdings held by former employees of
     Holdings or any Subsidiary following the termination of their employment,
     if (A) at the time thereof and after giving effect thereto no Default has
     occurred and is continuing and (B) after giving effect to any such
     Restricted Payment, the aggregate cumulative amount of Restricted Payments
     made pursuant to this clause (v) shall not exceed the sum of (1) $2,000,000
     during any fiscal year or (2) $10,000,000 in the aggregate from the
     Effective Date, plus the amount of Net Cash Proceeds received by Holdings
     and its Subsidiaries after the Effective Date and prior to making such
     Restricted Payment from the issuance of additional shares of its common
     stock to members of management or employees of Holdings and its
     Subsidiaries; provided that the promissory notes permitted under Section
     6.04(g) may be forgiven or returned without regard to the limitation in
     clause (B) above and the forgiveness or return thereof shall not be treated
     as Restricted Payments for purposes of determining compliance with such
     clause (B) above;

          (vi)  the Borrower may pay cash dividends or make loans to Holdings in
     such amounts and at such times as Holdings makes Restricted Payments
     permitted by clause (v) above and clause (ix) below;

          (vii) if at the time thereof and after giving effect thereto no
     Default has occurred and is continuing, the Borrower may pay dividends or
     make loans to Holdings in such amounts and at such times as required to
     permit Holdings to pay, as and when due, income taxes payable by Holdings
     with respect to the consolidated, combined tax filing group that includes
     the Borrower and its Subsidiaries; provided that dividends or loans
     pursuant to this clause (vii) shall not at any time exceed the amount of
     income taxes that would then be payable by

<PAGE>

                                                                             100

     the Borrower and its Subsidiaries if the Borrower and its Subsidiaries were
     not a part of a consolidated, combined tax filing group with Holdings or
     any other Person;

          (viii) the Borrower may pay cash dividends or make loans to Holdings
     in such amounts and at such times as Holdings makes payments to purchase
     Holdings Senior Discount Debentures as permitted by clauses (vii) and
     (viii) of Section 6.07(b); and

          (ix)   if at the time thereof and after giving effect thereto no
     Default has occurred and is continuing, Holdings may make Restricted
     Payments in cash from time to time after the Restatement Effective Date in
     addition to those otherwise permitted under this Section 6.07(a); provided
     that after giving effect to each Restricted Payment made under this clause
     (ix), (a) the cumulative amount of all such Restricted Payments does not
     exceed the lesser of (i) the sum of $25,000,000 plus (in the case of any
     Restricted Payments made after financial statements are available for the
     fiscal year ending January 3, 2004) 25% of Consolidated Net Income for the
     period commencing on January 1, 2003 through the last fiscal quarter prior
     to the date of such Restricted Payment as to which financial statements are
     available and (ii) $100,000,000; and (b) the Borrower shall be in
     compliance on a pro forma basis with Sections 6.13, 6.14, 6.15 and 6.17
     after giving effect to such Restricted Payment.

          (b)    Neither Holdings nor the Borrower will, nor will they permit
any Subsidiary to, make or agree to pay or make, directly or indirectly, any
payment or other distribution (whether in cash securities or other property) in
respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any Indebtedness, except:

          (i)    payment of Indebtedness created under the Loan Documents;

          (ii)   payment of interest, stated premiums and principal payments in
     respect of any Indebtedness other than payments in respect of the Existing
     Subordinated Debt, the Additional Subordinated Debt or the

<PAGE>

                                                                             101

         Replacement Subordinated Debt prohibited by the subordination
         provisions thereof;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01;

                  (iv)  payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness;

                  (v)   payment of interest on the Holdings Senior Discount
         Debentures payable solely by the issuance by Holdings of additional
         Holdings Senior Discount Debentures, provided that after April 15,
         2003, Holdings will be permitted to pay interest in cash on the
         Holdings Senior Discount Debentures as and when due;

                  (vi)  payment of intercompany Indebtedness between or among
         the Borrower and its Subsidiaries permitted under clause (iv) of
         Section 6.01(a) and payment of Indebtedness permitted under clauses
         (viii) and (ix) of Section 6.01(a);

                  (vii) payments to purchase or redeem Existing Senior
         Subordinated Notes, Additional Senior Subordinated Notes, Holdings
         Senior Discount Debentures or Replacement Senior Subordinated Notes;
         provided that (A) at the time of and after giving effect to each such
         purchase or redemption of Existing Senior Subordinated Notes,
         Additional Senior Subordinated Notes, Holdings Senior Discount
         Debentures or Replacement Senior Subordinated Notes, as the case may
         be, (1) no Default shall have occurred and be continuing and (2) the
         Borrower and its Subsidiaries are in compliance, on a pro forma basis
         after giving effect to any such payments (and any Public Offering made
         or Replacement Subordinated Debt incurred), with the covenants
         contained in Sections 6.13, 6.14, 6.15 and 6.17 recomputed as of the
         last day of the most recently ended fiscal quarter of the Borrower for
         which financial statements are available, as if such payment (and any
         Public Offering made or Replacement Subordinated Debt incurred to
         effect any such payments) had occurred on the first day of each
         relevant period for testing such compliance; and (B) all Existing
         Senior Subordinated Notes, Additional Senior Subordinated Notes,
         Holdings Senior Discount Debentures or Replacement Senior Subordinated
         Notes, as the case may be, so purchased or redeemed shall be retired
         and canceled;


<PAGE>

                                                                             102

                  (viii) payments, in an aggregate amount not exceeding the
         portion of the Net Cash Proceeds of an IPO reserved for such purpose in
         accordance with the proviso to Section 2.11(b), to purchase Existing
         Senior Subordinated Notes, Additional Senior Subordinated Notes,
         Holdings Senior Discount Debentures or Replacement Senior Subordinated
         Notes within 365 days after the date of such IPO; provided that (A) at
         the time of and after giving effect to each such purchase of Existing
         Senior Subordinated Notes, Additional Senior Subordinated Notes,
         Holdings Senior Discount Debentures or Replacement Senior Subordinated
         Notes, as the case may be, no Default shall have occurred and be
         continuing; (B) all Existing Senior Subordinated Notes, Additional
         Senior Subordinated Notes, Holdings Senior Discount Debentures or
         Replacement Senior Subordinated Notes, as the case may be, so purchased
         shall be retired and canceled; and (C) for purposes of determining the
         amount of the Net Cash Proceeds of such IPO applied to purchase
         Existing Senior Subordinated Notes, Additional Senior Subordinated
         Notes, Holdings Senior Discount Debentures or Replacement Senior
         Subordinated Notes as permitted by this clause (viii), the aggregate
         amount of such payments shall be calculated excluding the aggregate
         amount of accrued and unpaid interest on the Existing Senior
         Subordinated Notes, Additional Senior Subordinated Notes, Holdings
         Senior Discount Debentures or Replacement Senior Subordinated Notes so
         purchased that is discharged as a result of such purchase;

                  (ix)   the issuance of Equity Interests in Holdings to any
         holder of Holdings Senior Discount Debentures in exchange for Holdings
         Senior Discount Debentures; provided that (A) at the time of and after
         giving effect to such exchange, no Default shall have occurred and be
         continuing, (B) such exchange shall not be made in connection with any
         issuance of Equity Interests in Holdings to other investors for cash
         consideration, (C) such exchange is made on an arm's length basis with
         unrelated third parties and (D) all Holdings Senior Discount Debentures
         so exchanged shall be retired and canceled; and

                  (x)    the repayment of (A) all amounts outstanding in respect
         of the Existing DAP Indebtedness, including accrued interest and fees
         and any prepayment penalties and all amounts necessary to terminate the
         DAP Synthetic Lease Agreement and purchase the property subject
         thereto.

<PAGE>

                                                                             103

                  (c) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, enter into or be party to, or make any payment under,
any Synthetic Purchase Agreement unless (i) in the case of any Synthetic
Purchase Agreement related to any Equity Interest of Holdings, the payments
required to be made by Holdings are limited to amounts permitted to be paid
under Section 6.07(a), (ii) in the case of any Synthetic Purchase Agreement
related to any Restricted Indebtedness, the payments required to be made by
Holdings, the Borrower or the Subsidiaries thereunder are limited to the amount
permitted under Section 6.07(b) and (iii) in the case of any Synthetic Purchase
Agreement, the obligations of Holdings, the Borrower and the Subsidiaries
thereunder are subordinated to the Obligations on terms satisfactory to the
Required Lenders.

                  SECTION 6.08. Transactions with Affiliates. Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that do not
involve Holdings and are at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, provided that the Borrower
delivers to the Administrative Agent (i) with respect to any transaction or
series of related transactions involving aggregate consideration in excess of
$2,000,000, a resolution of the Borrower's board of directors set forth in an
officers' certificate certifying that such transaction complies with this clause
(a) and that such transaction has been approved by a majority of the
disinterested members of the Borrower's board of directors and (ii) with respect
to any transaction or series of related transactions involving aggregate
consideration in excess of $10,000,000, an opinion as to the fairness to the
Lenders of such transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing, (b)
transactions between or among the Borrower and its Subsidiaries that are
Subsidiary Loan Parties which do not involve any other Affiliate, (c) any
Restricted Payment permitted by Section 6.07, (d) loans to management of
Holdings or the Borrower permitted by clause (g) of Section 6.04, (e) payments
made under and in accordance with agreements in effect on the Effective Date and
specified in Schedule 6.08 (without giving effect to any amendment or
modification thereof that has not been approved by the Required Lenders), (f)
any employment agreements, stock option or other compensation agreements or
plans (and the payment of amounts or the issuance of securities


<PAGE>

                                                                             104

thereunder) and other reasonable fees, compensation, benefits and indemnities
paid or entered into by Holdings or any of its Subsidiaries in the ordinary
course of business of Holdings or such Subsidiary to or with the officers,
directors or employees of Holdings or its Subsidiaries and (g) sales of common
stock of Holdings, when such sales are exclusively for cash.

                  SECTION 6.09. Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of Holdings,
the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law
or by any Loan Document, Existing Subordinated Debt Document, Additional
Subordinated Debt Document, Holdings Senior Discount Debenture Documents or
Replacement Subordinated Debt Documents, (ii) the foregoing shall not apply to
restrictions and conditions existing on the Effective Date identified on
Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) clause (a) of the foregoing shall not apply to customary
provisions in leases or other contracts restricting the assignment thereof.

                  SECTION 6.10. Amendment of Material Documents. Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend,
modify or waive any of its rights under (a) any Existing Subordinated Debt
Document, Additional Subordinated Debt Document, Holdings Senior Discount Note
Document, Replacement Subordinated Debt Document or any agreement specified in
Schedule 6.08, (b) its certificate of incorporation, by-laws or other

<PAGE>

                                                                             105

organizational documents or (c) the documents governing any Receivables Program
or the documents governing the McDuffie County industrial revenue bonds, except
amendments and modification to agreements and documents referred to in clauses
(b) and (c) shall be permitted to the extent that the cumulative effect of all
such amendments and modifications does not have a Material Adverse Effect or a
material adverse effect on the interests of the Lenders; provided that
amendments and modifications to documents governing Receivables Programs that
have a monetary effect on the Borrower or any of its Subsidiaries shall be
deemed not to have a Material Adverse Effect or adversely affect the Lenders in
any material respect so long as the cumulative net monetary effect of such
amendments and modifications does not exceed $5,000,000 from the Effective Date
(compared to the monetary effect of the existing Receivables Programs).

                  SECTION 6.11. Sale and Lease-Back Transactions. Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred, except for (a)
any such sale and leaseback of property involving the sale of fixed or capital
assets (other than those acquired pursuant to a Permitted Acquisition), at a
price not less than the cost thereof, that is consummated within 270 days after
the date that such assets are acquired, (b) Specified Lease Financings and (c)
any such sale and leaseback of up to 35 Stores that are transferred by the
Borrower or any of its Subsidiaries within 90 days after the Effective Date to
any of DAPPER Properties I, LLC, DAPPER Properties II, LLC or DAPPER Properties
III, LLC (and leased back under the DAP Master Lease Agreement) in exchange for
Stores transferred by DAPPER Properties I, LLC, DAPPER Properties II, LLC or
DAPPER Properties III, LLC to the Borrower or a Subsidiary Loan Party and
released from the DAP Master Lease Agreement.

                  SECTION 6.12. Capital Expenditures. The Borrower will not
permit the sum of (a) the aggregate amount of Capital Expenditures made by the
Borrower and the Subsidiaries in any fiscal year (excluding those permitted by
the last paragraph of this Section 6.12), plus (b) all amounts that are to be
aggregated with Capital Expenditures for such fiscal year as provided in clause
(h) of Section 6.04 (the sum of the amounts referred to in clauses (a) and

<PAGE>

                                                                             106

(b) being referred to as "Restricted Expenditures"), to exceed the amount set
forth below opposite such year; provided, that the Restricted Expenditures in
any fiscal year (the "Pending Fiscal Year") may be increased by an amount (not
exceeding $30,000,000) equal to the excess, if any, of the sum of the amounts
set forth below under "Amount" for each fiscal year referred to below ending
prior to the Pending Fiscal Year, minus the sum of the Restricted Expenditures
for such preceding fiscal years:

                             Fiscal Year
                               Ending                              Amount

December 29, 2001                                               $135,000,000
December 28, 2002                                               $140,000,000
January 3, 2004                                                 $150,000,000
January 1, 2005                                                 $150,000,000
December 31, 2005                                               $165,000,000
December 30, 2006                                               $185,000,000

                  The Borrower and the Subsidiaries may make additional Capital
Expenditures not included in the foregoing provisions of this Section; provided
that (i) such Capital Expenditures are made for the purpose of constructing
Stores to be sold pursuant to sale leaseback transactions permitted by clause
(a) of Section 6.11 and (ii) the aggregate amount of such Capital Expenditures
allowed under this paragraph shall be limited to the sum of (A) $20,000,000 plus
(B) the Net Cash Proceeds received by the Borrower or the Subsidiaries from such
sale leaseback transactions.

                  SECTION 6.13. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of any date during any period set forth below to be in excess
of the ratio set forth below opposite such period:

                       Period                                   Ratio

December 29, 2002 through April 14, 2003                    4.00 to 1.00
April 15, 2003 through January 3, 2004                      3.50 to 1.00
January 4, 2004 through July 17, 2004                       3.25 to 1.00
July 18, 2004 and thereafter                                3.00 to 1.00


                  SECTION 6.14. Consolidated Interest Expense Coverage Ratio.
The Borrower will not permit the Consolidated Interest Expense Coverage Ratio as
of the last day of any fiscal quarter ending during any period set forth

<PAGE>

                                                                             107

below to be less than the ratio set forth below opposite such period:

                       Period                                   Ratio

December 29, 2002 through July 17, 2004                     3.00 to 1.00
July 18, 2004 and thereafter                                3.25 to 1.00

                  SECTION 6.15. Current Assets to Funded Senior Debt Ratio. The
Borrower will not permit the ratio of (a) Current Assets to (b) Funded Senior
Debt, in each case as of the end of any fiscal quarter of the Borrower ending
during any period set forth below, to be less than the ratio set forth below
opposite such period:

                       Period                                   Ratio

Restatement Effective Date through July 12, 2003            1.15 to 1.00
July 13, 2003 through July 17, 2004                         1.25 to 1.00
July 18, 2004 through January 1, 2005                       1.50 to 1.00
January 2, 2005 and thereafter                              1.75 to 1.00

                  SECTION 6.16. Purchase and Sale of Vehicles; Vehicle
Subsidiary. (a) Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary (other than the Vehicle Subsidiary) to, own, purchase, acquire or
hold title to, any Vehicle.

                  (b) The Vehicle Subsidiary will not engage in any business or
activity other than acquiring, owning and disposing of Vehicles used in the
business of the Borrower and its Subsidiaries, and activities incidental
thereto. The Vehicle Subsidiary will not own or acquire any assets (other than
Vehicles) or incur any liabilities (other than liabilities imposed by law,
including tax liabilities, the Guarantee of the Existing Subordinated Debt, the
Additional Subordinated Debt or any Replacement Subordinated Debt by the Vehicle
Subsidiary to the extent permitted by clause (v) of Section 6.01(a),
Indebtedness created under the Loan Documents and other liabilities incidental
to its existence and permitted business and activities). The Vehicle Subsidiary
will not have any Subsidiaries or other investments. The Borrower will not make
or permit any investments in the Vehicle Subsidiary, other than contributions of
equity capital by the Borrower to the extent necessary to permit the Vehicle
Subsidiary to acquire Vehicles and to satisfy its permitted liabilities as and
when done.

                  SECTION 6.17. Senior Leverage Ratio. The Borrower will not
permit the Senior Leverage Ratio as of any date during any

<PAGE>

                                                                             108

period set forth below to be in excess of the ratio set forth below opposite
such period:

                       Period                                   Ratio

December 29, 2002 through April 14, 2003                    2.75 to 1.00
April 15, 2003 through July 12, 2003                        3.00 to 1.00
July 13, 2003 through January 3, 2004                       2.75 to 1.00
January 4, 2004 through July 17, 2004                       2.50 to 1.00
July 18, 2004 and thereafter                                2.00 to 1.00

                                   ARTICLE VII

                                Events of Default

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

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

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

                  (c) any representation or warranty made or deemed made by or
         on behalf of Holdings, the Borrower or any Subsidiary in or in
         connection with any Loan Document or any amendment or modification
         thereof or waiver thereunder, or in any report, certificate, financial
         statement or other document furnished pursuant to or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, shall prove to have been incorrect in any material respect
         when made or deemed made;

                  (d) Holdings or the Borrower shall fail to observe or perform
         any covenant, condition or agreement contained in Section 5.02, 5.04
         (with respect to the existence of Holdings or the Borrower) or 5.11 or
         in Article VI;

<PAGE>

                                                                             109

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

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

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

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

                  (i) Holdings, the Borrower or any Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution

<PAGE>

                                                                             110

         of, or fail to contest in a timely and appropriate manner, any
         proceeding or petition described in clause (h) of this Article, (iii)
         apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for Holdings,
         the Borrower or any Subsidiary or for a substantial part of its assets,
         (iv) file an answer admitting the material allegations of a petition
         filed against it in any such proceeding, (v) make a general assignment
         for the benefit of creditors or (vi) take any action for the purpose of
         effecting any of the foregoing;

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

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

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in liability
         of the Borrower and its Subsidiaries in an aggregate amount exceeding
         (i) $3,000,000 in any year or (ii) $5,000,000 for all periods;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any Collateral, with the priority
         required by the applicable Security Document, except (i) as a result of
         the sale or other disposition of the applicable Collateral in a
         transaction permitted under the Loan Documents or (ii) as a result of
         the Collateral Agent's failure to maintain possession of any stock
         certificates, promissory notes or other instruments delivered to it
         under the Pledge Agreement;

                  (n) a Change in Control shall occur;

<PAGE>

                                                                             111

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

                                  ARTICLE VIII

                            The Administrative Agent

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

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

<PAGE>

                                                                             112

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Holdings, the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by Holdings, the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by

<PAGE>

                                                                             113

it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

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

                  Subject to the appointment and acceptance of a successor the
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower (except that no consultation is required during
an Event of Default), to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

<PAGE>

                                                                             114

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

                  The provisions of this Article applicable to the
Administrative Agent also shall apply to the Collateral Agent, mutatis mutandis.
The parties hereto acknowledge and agree that neither of the Documentation
Agents has any right, duty or liability under any Loan Document in its capacity
as Documentation Agent.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to Holdings or the Borrower, to Advance Stores Company,
         Incorporated at 5673 Airport Road, Roanoke, Virginia 24012, Attention
         of Chief Financial Officer (Telecopy No. (540) 561-1699);

                  (b) if to the Administrative Agent or the Collateral Agent, to
         JPMorgan Chase Bank, Loan and Agency Services Group, 1111 Fannin
         Street, 10th Floor, Houston, Texas 77002, Attention of Leah Hughes
         (Telecopy No. (713) 750-2932), with a copy to JPMorgan Chase Bank, 270
         Park Avenue, 4th Floor, New York 10017, Attention of Neil Boylan
         (Telecopy No. (212) 270-6637);

                  (c) if to the Issuing Bank, to JPMorgan Chase Bank in care of
         JPMorgan Treasury Services, 10420 Highland

<PAGE>

                                                                             115

         Manor Drive, 4th Floor, Tampa, Florida 33610, Attention of Standby LC
         Department (Telecopy No. (813) 432-5161);

                  (d) if to the Swingline Lender, to JPMorgan Chase Bank, Loan
         and Agency Services Group, 1111 Fannin Street, 10th Floor, Houston,
         Texas 77002, Attention of Leah Hughes (Telecopy No. (713) 750-2932));
         and

                  (e) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender
in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, the Collateral Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an

<PAGE>

                                                                             116

agreement or agreements in writing entered into by the Administrative Agent or
the Collateral Agent, as applicable, and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision of any Loan
Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee
Agreement (except as expressly provided in the Guarantee Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (vii) except in strict accordance with the express provisions thereof,
release all or any substantial part of the Collateral from the Liens of the
Security Documents, without the written consent of each Lender, (viii) change
any provisions of any Loan Document in a manner that by its terms adversely
affects the rights in respect of payments due to Lenders holding Loans of any
Class differently than those holding Loans of any other Class, without the
written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of each affected Class (in addition to any other
consent required under this paragraph), (ix) amend, modify or waive any
condition precedent set forth in Section 4.02 with respect to the making of
Revolving Loans, without the written consent of Revolving Lenders holding a
majority in interest of the Revolving Commitments or (x) change the rights of
the Tranche B Lenders to decline mandatory prepayments as provided in Section
2.11, without the written consent of Tranche B Lenders holding a majority of the
outstanding Tranche B Loans; provided further that (A) no such agreement shall
amend, modify or otherwise affect the rights or duties

<PAGE>

                                                                             117

of the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender without the prior written consent of the Administrative Agent,
the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may
be, and (B) any waiver, amendment or modification of this Agreement that by its
terms affects the rights or duties under this Agreement of the Revolving Lenders
(but not any other Lenders), the Tranche A Lenders or the Tranche B Lenders (but
not any other Lenders) may be effected by an agreement or agreements in writing
entered into by Holdings, the Borrower and requisite percentage in interest of
the affected Class of Lenders that would be required to consent thereto under
this Section if such Class of Lenders were the only Class of Lenders hereunder
at the time. In furtherance of clause (ix) of this Section 9.02(b), (i) any
amendment or modification to or waiver of Section 6.12, 6.13, 6.14 or 6.15 of
this Agreement or (ii) any amendment or modification to or waiver of any
provision of this Agreement or any other Loan Document at a time when any
Default has occurred and is continuing, and that would have the effect of
eliminating any such Default, shall not be deemed to be effective for purposes
of determining whether the conditions precedent set forth in Section 4.02 to the
making of any Revolving Loan have been satisfied unless the Revolving Lenders
holding a majority in interest of the Revolving Commitments shall have consented
to such amendment, modification or waiver; provided that the foregoing shall not
be construed to affect any amendment or modification to any provision of this
Agreement or any other Loan Document (other than any amendment or modification
to Section 6.12, 6.13, 6.14 or 6.15 of this Agreement) if no Default has
occurred and is continuing at the time of such amendment or modification.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents and their respective Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Agents, in connection with the syndication
of the credit facilities provided for herein, the preparation and administration
of the Loan Documents or any amendments, modifications or waivers of the
provisions thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender, including the fees, charges
and disbursements of any counsel for the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender,

<PAGE>

                                                                             118

in connection with the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

                  (b) The Borrower shall indemnify the Agents, the Issuing Bank
and each Lender, and each Related Party of any of the foregoing Persons (each
such Person being called an "Indemnitee") against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any Mortgaged Property or any other property currently or formerly
owned or operated by Holdings, the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to Holdings, the Borrower or any of
its Subsidiaries, except that this clause (iii) shall not apply to Environmental
Liabilities related to a Mortgaged Property that are attributable solely to acts
or events occurring after completion of foreclosure proceedings with respect to
such Mortgaged Property and surrender of possession thereof by the Borrower and
its Subsidiaries to or as directed by the Collateral Agent or the purchasers at
any such foreclosure sale, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence or wilful misconduct of such
Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative

<PAGE>

                                                                             119

Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender, as the case may be, such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, the Collateral Agent, the Issuing
Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender's "pro rata share" shall be determined based upon its share of the sum of
the total Revolving Exposures, outstanding Term Loans and unused Commitments at
the time.

                  (d) To the extent permitted by applicable law, neither
Holdings nor the Borrower shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

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

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
(i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy

<PAGE>

                                                                             120

or claim under or by reason of this Agreement.

                  (b)(i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

                           (A) the Borrower, provided that no consent of the
                  Borrower shall be required for an assignment to a Lender, an
                  Affiliate of a Lender, an Approved Fund or, if an Event of
                  Default under clause (a), (b), (h) or (i) of Article VII has
                  occurred and is continuing, any other assignee; and

                           (B) the Administrative Agent, provided that no
                  consent of the Administrative Agent shall be required for an
                  assignment of (x) any Revolving Commitment to an assignee that
                  is a Lender with a Revolving Commitment immediately prior to
                  giving effect to such assignment or (y) all or any portion of
                  a Term Loan.

                  (ii)     Assignments shall be subject to the following
        additional conditions:

                           (A) except in the case of an assignment to a Lender
                  or an Affiliate or Approved Fund of a Lender or an assignment
                  of the entire remaining amount of the assigning Lender's
                  Commitment or Loans of any Class, the amount of the Commitment
                  or Loans of the assigning Lender subject to each such
                  assignment (determined as of the date the Assignment and
                  Assumption with respect to such assignment is delivered to the
                  Administrative Agent) shall not be less than $1,000,000 unless
                  each of the Borrower and the Administrative Agent otherwise
                  consent, provided that no such consent of the Borrower shall
                  be required if an Event of Default under clause (a), (b), (h)
                  or (i) of Article VII has occurred and is continuing;

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement, provided
                  that this clause shall not be construed to prohibit the
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations in respect of one Class of

<PAGE>

                                                                             121

                  Commitments or Loans;

                           (C) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee of
                  $3,500 (except in the case of an assignment to an Affiliate or
                  Approved Fund of a Lender); and

                           (D) the assignee, if it shall not be a Lender, shall
         deliver to the Administrative Agent an Administrative Questionnaire.

                  For the purposes of this Section 9.04(b), the term "Approved
Fund" has the following meaning:

                  "Approved Fund" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

                  (iii)    Subject to acceptance and recording thereof pursuant
         to paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto but shall continue to be
         entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 9.04 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (c) of this Section.

                  (iv)     The Administrative Agent, acting for this purpose as
         an agent of the Borrower, shall maintain at one of its offices a copy
         of each Assignment and Assumption delivered to it and a register for
         the recordation of the names and addresses of the Lenders,

<PAGE>

                                                                             122

         and the Commitment of, and principal amount of the Loans and LC
         Disbursements owing to, each Lender pursuant to the terms hereof from
         time to time (the "Register"). The entries in the Register shall be
         conclusive, and the Borrower, the Administrative Agent, the Issuing
         Bank and the Lenders may treat each Person whose name is recorded in
         the Register pursuant to the terms hereof as a Lender hereunder for all
         purposes of this Agreement, notwithstanding notice to the contrary. The
         Register shall be available for inspection by the Borrower, the Issuing
         Bank and any Lender, at any reasonable time and from time to time upon
         reasonable prior notice.

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

                  (c)(i) Any Lender may, without the consent of the Borrower,
     the Administrative Agent, the Issuing Bank or the Swingline Lender, sell
     participations to one or more banks or other entities (a "Participant") in
     all or a portion of such Lender's rights and obligations under this
     Agreement (including all or a portion of its Commitment and the Loans owing
     to it); provided that (A) such Lender's obligations under this Agreement
     shall remain unchanged, (B) such Lender shall remain solely responsible to
     the other parties hereto for the performance of such obligations and (C)
     the Borrower, the Administrative Agent, the Issuing Bank and the other
     Lenders shall continue to deal solely and directly with such Lender in
     connection with such Lender's rights and obligations under this Agreement.
     Any agreement or instrument pursuant to which a Lender sells such a
     participation shall provide that such Lender shall retain the sole right to
     enforce this Agreement and to approve any amendment, modification or waiver
     of any provision of this Agreement; provided that such agreement or
     instrument may provide that such Lender will not, without the consent of
     the Participant, agree to any amendment, modification or waiver described
     in the first proviso to Section 9.02(b) that affects such Participant.
     Subject to paragraph (c)(ii)

<PAGE>

                                                                             123

     of this Section, the Borrower agrees that each Participant shall be
     entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent
     as if it were a Lender and had acquired its interest by assignment pursuant
     to paragraph (b) of this Section. To the extent permitted by law, each
     Participant also shall be entitled to the benefits of Section 9.08 as
     though it were a Lender, provided such Participant agrees to be subject to
     Section 2.18(c) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.15 or 2.17 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent. A
         Participant that would be a Foreign Lender if it were a Lender shall
         not be entitled to the benefits of Section 2.17 unless the Borrower is
         notified of the participation sold to such Participant and such
         Participant agrees, for the benefit of the Borrower, to comply with
         Section 2.17(e) as though it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
     interest in all or any portion of its rights under this Agreement to secure
     obligations of such Lender, including without limitation any pledge or
     assignment to secure obligations to a Federal Reserve Bank, and this
     Section shall not apply to any such pledge or assignment of a security
     interest; provided that no such pledge or assignment of a security interest
     shall release a Lender from any of its obligations hereunder or substitute
     any such pledgee or assignee for such Lender as a party hereto.

                  (e) Notwithstanding anything to the contrary contained herein,
     any Lender (a "Granting Lender") may grant to a special purpose funding
     vehicle (an "SPV"), identified as such in writing from time to time by the
     Granting Lender to the Administrative Agent and the Borrower, the option to
     provide to the Borrower all or any part of any Loan that such Granting
     Lender would otherwise be obligated to make to the Borrower pursuant to
     this Agreement, provided that (i) nothing herein shall constitute a
     commitment by any SPV to make any Loan and (ii) if an SPV elects not to
     exercise such option or otherwise fails to provide all or any part of such
     Loan, the Granting Lender shall be obligated to make such Loan pursuant to
     the terms hereof. The making of a Loan by an SPV hereunder shall utilize
     the Commitment of the Granting Lender to the same extent, and as if, such
     Loan were made by such Granting Lender. Each party hereto hereby

<PAGE>

                                                                             124

     agrees that no SPV shall be liable for any indemnity or similar payment
     obligation under this Agreement (all liability for which shall remain with
     the Granting Lender). In furtherance of the foregoing, each party hereto
     hereby agrees (which agreement shall survive the termination of this
     Agreement) that, prior to the date that is one year and one day after the
     payment in full of all outstanding commercial paper or other senior
     indebtedness of any SPV, it will not institute against, or join any other
     person in instituting against, such SPV any bankruptcy, reorganization,
     arrangement, insolvency or liquidation proceedings under the laws of the
     United States of America or any State thereof. In addition, notwithstanding
     anything to the contrary in this Section 9.04, any SPV may (i) with notice
     to, but without the prior written consent of, the Borrower and the
     Administrative Agent and without paying any processing fee therefor, assign
     all or a portion of its interests in any Loans to the Granting Lender or to
     any financial institutions (consented to by the Borrower and the
     Administrative Agent) providing liquidity and/or credit support to or for
     the account of such SPV to support the funding or maintenance of Loans and
     (ii) disclose on a confidential basis any non-public information relating
     to its Loans to any rating agency, commercial paper dealer or provider of
     any surety, guarantee or credit or liquidity enhancement to such SPV. As
     this Section 9.04(e) applies to any particular SPV, this Section may not be
     amended without the written consent of such SPV.

                  SECTION 9.05. Survival. All covenants, agreements,
     representations and warranties made by the Loan Parties in the Loan
     Documents and in the certificates or other instruments delivered in
     connection with or pursuant to this Agreement or any other Loan Document
     shall be considered to have been relied upon by the other parties hereto
     and shall survive the execution and delivery of the Loan Documents and the
     making of any Loans and issuance of any Letters of Credit, regardless of
     any investigation made by any such other party or on its behalf and
     notwithstanding that the Administrative Agent, the Collateral Agent, the
     Issuing Bank or any Lender may have had notice or knowledge of any Default
     or incorrect representation or warranty at the time any credit is extended
     hereunder, and shall continue in full force and effect as long as the
     principal of or any accrued interest on any Loan or any fee or any other
     amount payable under this Agreement is outstanding and unpaid or any Letter
     of Credit is outstanding and so long as the Commitments have not expired or
     terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
     Article VIII shall survive and remain in full force and effect regardless
     of the consummation of the transactions

<PAGE>

                                                                             125

     contemplated hereby, the repayment of the Loans, the expiration or
     termination of the Letters of Credit and the Commitments or the termination
     of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
     Agreement may be executed in counterparts (and by different parties hereto
     on different counterparts), each of which shall constitute an original, but
     all of which when taken together shall constitute a single contract. This
     Agreement, the other Loan Document and any separate letter agreements with
     respect to fees payable to the Administrative Agent constitute the entire
     contract among the parties relating to the subject matter hereof and
     supersede any and all previous agreements and understandings, oral or
     written, relating to the subject matter hereof. This Agreement shall become
     effective as provided in the Amendment and Restatement Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
     held to be invalid, illegal or unenforceable in any jurisdiction shall, as
     to such jurisdiction, be ineffective to the extent of such invalidity,
     illegality or unenforceability without affecting the validity, legality and
     enforceability of the remaining provisions hereof; and the invalidity of a
     particular provision in a particular jurisdiction shall not invalidate such
     provision in any other jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
     have occurred and be continuing, each Lender and each of its Affiliates is
     hereby authorized at any time and from time to time, to the fullest extent
     permitted by law, to set off and apply any and all deposits (general or
     special, time or demand, provisional or final) at any time held and other
     obligations at any time owing by such Lender or Affiliate to or for the
     credit or the account of the Borrower against any of and all the
     obligations of the Borrower now or hereafter existing under this Agreement
     held by such Lender, irrespective of whether or not such Lender shall have
     made any demand under this Agreement and although such obligations may be
     unmatured. The rights of each Lender under this Section are in addition to
     other rights and remedies (including other rights of setoff) which such
     Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
     of Process. (a) This Agreement shall be construed in accordance with and
     governed by the law of the State of New York.

<PAGE>

                                                                             126

                  (b) Each of Holdings and the Borrower hereby irrevocably and
     unconditionally submits, for itself and its property, to the nonexclusive
     jurisdiction of the Supreme Court of the State of New York sitting in New
     York County and of the United States District Court of the Southern
     District of New York, and any appellate court from any thereof, in any
     action or proceeding arising out of or relating to any Loan Document, or
     for recognition or enforcement of any judgment, and each of the parties
     hereto hereby irrevocably and unconditionally agrees that all claims in
     respect of any such action or proceeding may be heard and determined in
     such New York State or, to the extent permitted by law, in such Federal
     court. Each of the parties hereto agrees that a final judgment in any such
     action or proceeding shall be conclusive and may be enforced in other
     jurisdictions by suit on the judgment or in any other manner provided by
     law. Nothing in this Agreement or any other Loan Document shall affect any
     right that the Administrative Agent, the Collateral Agent, the Issuing Bank
     or any Lender may otherwise have to bring any action or proceeding relating
     to this Agreement or any other Loan Document against Holdings, the Borrower
     or its properties in the courts of any jurisdiction.

                  (c) Each of Holdings and the Borrower hereby irrevocably and
     unconditionally waives, to the fullest extent it may legally and
     effectively do so, any objection which it may now or hereafter have to the
     laying of venue of any suit, action or proceeding arising out of or
     relating to this Agreement or any other Loan Document in any court referred
     to in paragraph (b) of this Section. Each of the parties hereto hereby
     irrevocably waives, to the fullest extent permitted by law, the defense of
     an inconvenient forum to the maintenance of such action or proceeding in
     any such court.

                  (d) Each party to this Agreement irrevocably consents to
     service of process in the manner provided for notices in Section 9.01.
     Nothing in this Agreement or any other Loan Document will affect the right
     of any party to this Agreement to serve process in any other manner
     permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
     WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
     HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
     ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
     THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
     ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
     AGENT OR ATTORNEY OF

<PAGE>

                                                                             127

     ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
     PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
     WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
     INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
     WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
     Table of Contents used herein are for convenience of reference only, are
     not part of this Agreement and shall not affect the construction of, or be
     taken into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
     Agent, the Issuing Bank and the Lenders agrees to maintain the
     confidentiality of the Information (as defined below) in accordance with
     their customary procedures, except that Information may be disclosed (a) to
     its and its Affiliates' and Approved Funds' directors, officers, employees
     and agents, including accountants, legal counsel and other advisors (it
     being understood that the Persons to whom such disclosure is made will be
     informed of the confidential nature of such Information and instructed to
     keep such Information confidential), (b) to the extent requested by any
     regulatory authority, (c) to the extent required by applicable laws or
     regulations or by any subpoena or similar legal process, (d) to any other
     party to this Agreement, (e) in connection with the exercise of any
     remedies hereunder or any suit, action or proceeding relating to this
     Agreement or any other Loan Document or the enforcement of rights hereunder
     or thereunder, (f) subject to an agreement containing provisions
     substantially the same as those of this Section, to any assignee of or
     Participant in, or any prospective assignee of or Participant in, any of
     its rights or obligations under this Agreement, (g) with the consent of the
     Borrower, (h) to the extent such Information (i) becomes publicly available
     other than as a result of a breach of this Section or (ii) becomes
     available to the Administrative Agent, the Issuing Bank or any Lender on a
     nonconfidential basis from a source other than Holdings or the Borrower or
     (i) to any creditor or direct or indirect contractual counterparty with a
     Lender or its affiliates in a swap agreement or such counterparty's
     professional advisor (so long as such creditor contractual counterparty or
     professional advisor to such contractual counterparty agrees to be bound by
     the provisions of this Section 9.12). For the purposes of this Section,
     "Information" means all information received from Holdings or the Borrower
     relating to Holdings or the Borrower or its business, other than any such
     information that is available to the Administrative Agent, the Issuing Bank
     or any Lender on a nonconfidential

<PAGE>

                                                                             128

     basis prior to disclosure by Holdings or the Borrower; provided that, in
     the case of information received from Holdings or the Borrower after the
     Effective Date, such information is clearly identified at the time of
     delivery as confidential. Any Person required to maintain the
     confidentiality of Information as provided in this Section shall be
     considered to have complied with its obligation to do so if such Person has
     exercised the same degree of care to maintain the confidentiality of such
     Information as such Person would accord to its own confidential
     information. Nothing in this Section 9.12 is intended to prohibit any
     Lender (or any Affiliate or Approved Fund of any Lender) from acquiring or
     disposing of any of the Borrower's debt securities from or to an
     institutional "accredited investor" (as defined in Regulation D under the
     Securities Act of 1933); provided that in connection with any such
     acquisition or disposition, such Lender (or Affiliate or Approved Fund of
     such Lender) shall not disclose to its trade counterparty or any other
     Person any Information relating to the Borrower except in accordance with
     this Section 9.12.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
     anything herein to the contrary, if at any time the interest rate
     applicable to any Loan, together with all fees, charges and other amounts
     which are treated as interest on such Loan under applicable law
     (collectively, the "Charges"), shall exceed the maximum lawful rate (the
     "Maximum Rate") which may be contracted for, charged, taken, received or
     reserved by the Lender holding such Loan in accordance with applicable law,
     the rate of interest payable in respect of such Loan hereunder, together
     with all Charges payable in respect thereof, shall be limited to the
     Maximum Rate and, to the extent lawful, the interest and Charges that would
     have been payable in respect of such Loan but were not payable as a result
     of the operation of this Section shall be cumulated and the interest and
     Charges payable to such Lender in respect of other Loans or periods shall
     be increased (but not above the Maximum Rate therefor) until such cumulated
     amount, together with interest thereon at the Federal Funds Effective Rate
     to the date of repayment, shall have been received by such Lender.

                  SECTION 9.14. Existing Credit Agreement; Effectiveness of
     Amendment and Restatement. Until this Agreement becomes effective in
     accordance with the terms of the Amendment and Restatement Agreement, the
     Existing Credit Agreement shall remain in full force and effect and shall
     not be affected hereby. After the Restatement Effective Date, all
     obligations of the Borrower under the Existing Credit Agreement shall
     become obligations of the Borrower hereunder, secured by the Security
     Documents, and the

<PAGE>

                                                                             129

     provisions of the Existing Credit Agreement shall be superseded by the
     provisions hereof.

<PAGE>

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

                                                ADVANCE AUTO PARTS, INC.,

                                                   By /s/ JEFFREY T. GRAY
                                                      --------------------------
                                                      Name:  Jeffrey T. Gray
                                                      Title: SVP and Controller

                                                ADVANCE STORES COMPANY,
                                                INCORPORATED,

                                                   By /s/ JEFFREY T. GRAY
                                                      --------------------------
                                                      Name:  Jeffrey T. Gray
                                                      Title: SVP and Controller

                                                JPMORGAN CHASE BANK,
                                                individually and as
                                                Administrative Agent,

                                                   By /s/ NEIL R. BOYLAN
                                                      --------------------------
                                                      Name:  Neil R. Boylan
                                                      Title: Managing Director

                                                SUNTRUST BANK,
                                                individually and as
                                                Documentation Agent

                                                   By /s/ MARTHA D. SHIFFLETT
                                                      --------------------------
                                                      Name:  Martha D. Shifflett
                                                      Title: Sr. Vice President

                                                WACHOVIA BANK, NATIONAL
                                                ASSOCIATION,
                                                individually and as
                                                Documentation Agent

                                                   By /s/ SUSAN T. VITALE
                                                      --------------------------
                                                      Name:  Susan T. Vitale
                                                      Title: Vice President

<PAGE>


                                                (THE OTHER LENDERS, ISSUING
                                                BANKS AND SWINGLINE LENDERS
                                                THAT ARE SIGNATORIES TO THE
                                                AMENDMENT AND RESTATEMENT
                                                AGREEMENT),

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

*    Numerous Lenders signatories hereto

</TEXT>
</DOCUMENT>
