BRADLEES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2025065zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                           Exhibit 10.1

                          FOURTH AMENDMENT AND WAIVER

                  This FOURTH AMENDMENT AND WAIVER (this "AMENDMENT"), dated as
of June 29, 2000, among BRADLEES STORES, INC., a Massachusetts corporation (the
"BORROWER"), BRADLEES, INC., a Massachusetts corporation ("BI"), and each of the
other guarantors listed in Schedule 3.04 to the Credit Agreement (as defined
below) (together with BI, each a "GUARANTOR" and collectively, the
"GUARANTORS"), the Lenders party to the Credit Agreement referred to below, and
BACK BAY CAPITAL FUNDING, LLC (the "TRANCHE C AGENT").

                               W I T N E S S E T H

                  WHEREAS, the Borrower, BI, the Guarantors, the financial
institutions party to the Credit Agreement as lenders (the "LENDERS"),
BankBoston, N.A. (now known as Fleet National Bank), as issuer of Letters of
Credit, as administrative agent (the "ADMINISTRATIVE AGENT"), and as agent for
the Tranche B Lenders, BankBoston Retail Finance, Inc. (now known as Fleet
Retail Finance, Inc.), as collateral agent (the "COLLATERAL AGENT"), and the CIT
Group/Business Credit, Inc. and Congress Financial Corporation (New England),
each as co-agents, are parties to that certain Revolving Credit and Guaranty
Agreement, dated as of February 2, 1999, as amended by that certain First
Amendment to Credit Agreement, dated as of March 24, 1999, and by that certain
Second Amendment to Credit Agreement, dated as of September 22, 1999, and by
that certain Third Amendment to Credit Agreement, dated as of May 19, 2000 (as
amended, restated, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"; capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement as amended hereby);

                  WHEREAS, the Borrower has informed the Lenders that it wishes
to amend the Credit Agreement to provide for a proposed $20,000,000 secured loan
facility (the "TRANCHE C FACILITY") to be provided by Back Bay Capital Funding,
LLC, as lender (collectively with any other lenders under the Tranche C
Facility, the "TRANCHE C LENDERS");

                  WHEREAS, the Borrower has requested that the Lenders agree to
certain amendments to the Credit Agreement in connection therewith, as more
particularly described below;

                  WHEREAS, the Borrower has requested that the Lenders waive
compliance by the Borrower with Section 6.07 of the Credit Agreement for the
fiscal quarter of the Borrower ending on or about January 31, 2001; and

                  WHEREAS, subject to all of the terms and conditions set forth
below, the Lenders are willing to agree to such amendments and waiver as more
particularly described below;


                                       23
<PAGE>

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

                  1.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement
is hereby amended to incorporate the changes shown on the marked pages attached
hereto as EXHIBIT A.

                  2.       ADDITION OF TRANCHE C LENDER. By executing this
Amendment, the Tranche C Agent and each Tranche C Lender hereby becomes a party
to the Credit Agreement (as amended hereby) as the Tranche C Agent and as a
Lender, respectively, and agrees to be bound by the terms and conditions thereof
to the same extent as if it were an original party thereto.

                  3.       WAIVER. Each of the Lenders hereby waives compliance
by the Borrower with Section 6.07 of the Credit Agreement for the fiscal quarter
of the Borrower ending on or about January 31, 2001.

                  4.       CONDITIONS PRECEDENT. The amendments contained in
Section 1 above and the funding of the Tranche C Loans by the Tranche C Lenders
are subject to, and contingent upon, the prior satisfaction of each of the
following conditions:

                           (a)      SUPPORTING DOCUMENTS. The Administrative
         Agent and the Tranche C Agent shall have received for the Borrower and
         each of the other Credit Parties:

                                    (1) a copy of such entity's certificate of
                           incorporation, as amended, certified as of a recent
                           date prior to the date hereof by the Secretary of
                           State of the state of its incorporation or a senior
                           officer of such entity;

                                    (2) a certificate of such Secretary of
                           State, dated as of a recent date prior to the date
                           hereof, as to the good standing of that entity and as
                           to the charter documents on file in the office of
                           such Secretary of State;

                                    (3) a certificate of the Secretary or an
                           Assistant Secretary of that entity dated on or prior
                           to a recent date prior to the date hereof and
                           certifying (A) that attached thereto is a true and
                           complete copy of the by-laws of that entity as in
                           effect on the date of such certification, (B) that
                           attached thereto is a true and complete copy of
                           resolutions adopted by the Board of Directors of that
                           entity authorizing the borrowing of the Tranche C
                           Loans, the execution, delivery and performance in
                           accordance with their respective terms of this
                           Amendment, the Credit Agreement as amended hereby,
                           the Mortgage Documents, the Tranche C Notes to be
                           executed by it, the Loan Documents and any other
                           documents required or contemplated hereunder or
                           thereunder and the granting of the security interest
                           in the Leasehold Collateral contemplated hereby, (C)
                           that the certificate of incorporation of that entity
                           has not been amended since the date of the last
                           amendment thereto indicated on the certificate of the
                           Secretary of State


                                       24
<PAGE>

                           furnished pursuant to clause (1) above, and (D) as to
                           the incumbency and specimen signature of each officer
                           of that entity executing this Amendment, the Tranche
                           C Notes to be executed by it and the Loan Documents
                           or any other document delivered by it in connection
                           herewith or therewith (such certificate to contain a
                           certification by another officer of that entity as to
                           the incumbency and signature of the officer signing
                           the certificate referred to in this clause (3)); and

                                    (4) a certificate of the Secretary of State
                           of each state where each such entity is qualified to
                           do business, dated as of a recent date as to the good
                           standing of that entity in such state.

                           (b) NOTES. On or before the date of the initial
         Tranche C Loans, the Tranche C Agent shall have received Tranche C
         Notes executed on behalf of the Borrower, dated such date, payable to
         the order of each of the Tranche C Lenders, in the form of Exhibit B-4
         to the Credit Agreement as amended hereby, in an amount equal to such
         Tranche C Lender's Tranche C Commitment.

                           (c) BUSINESS PLAN. The Borrower shall have delivered
         to the Administrative Agent and the Tranche C Agent an updated business
         plan and financial projections as contemplated by Section 5.09 of the
         Credit Agreement, in form and substance satisfactory to the
         Administrative Agent and the Tranche C Agent.

                           (d) OPINIONS OF COUNSEL. The Administrative Agent,
         the Issuing Bank, the Collateral Agent, the Tranche B Agent, the
         Tranche C Agent, the Co-Agents and the Lenders shall have received the
         favorable written opinion of (i) Goodwin, Procter & Hoar, counsel to
         the Credit Parties, (ii) local counsel reasonably satisfactory to the
         Administrative Agent and the Tranche C Agent in the states of New
         Hampshire, Maine, Massachusetts, Connecticut and New Jersey, and (iii)
         such other counsel as may be requested by the Administrative Agent or
         the Tranche C Agent, in each case dated the date of the Tranche C
         Loans, and in form and substance reasonably satisfactory to the
         Administrative Agent and the Tranche C Agent.

                           (e) CORPORATE AND JUDICIAL PROCEEDINGS. All corporate
         and judicial proceedings and all instruments and agreements in
         connection with the transactions among the Credit Parties, the
         Administrative Agent, the Issuing Bank, the Collateral Agent, the
         Tranche B Agent, the Tranche C Agent, the Co-Agents and the Lenders
         contemplated by this Amendment shall be reasonably satisfactory in form
         and substance to the Administrative Agent and the Tranche C Agent, and
         the Administrative Agent and the Tranche C Agent shall have received
         all information and copies of all documents and papers, including
         records of corporate and judicial proceedings, which the Administrative
         Agent or the Tranche C Agent may have reasonably requested in
         connection therewith, such documents and papers where appropriate to be
         certified by proper corporate, governmental or judicial authorities.

                           (f) LIEN SEARCHES. On or before the Closing Date, the
         Administrative Agent and the Tranche C Agent shall have received the
         results of UCC-1 and other Lien


                                       25
<PAGE>

         searches conducted in State and county levels in the jurisdictions in
         which the retail stores listed on the attached Schedule 4(f) are
         located, which searches shall reflect the absence of Liens on the
         assets (including Inventory, Receivables and Leasehold Collateral) of
         the Credit Parties located in such jurisdictions, other than Permitted
         Liens, Liens permitted under Section 6.01 or Liens for which
         duly-completed and executed termination statements and releases
         reasonably satisfactory to the Administrative Agent and the Tranche C
         Agent have been tendered prior to or concurrently with the funding of
         the Tranche C Loans.

                           (g) FILINGS. All filings and other actions required
         to create and perfect a first priority security interest in favor of
         the Collateral Agent, for its benefit and the ratable benefit of the
         other Secured Parties, on all Collateral owned or to be owned by the
         Credit Parties shall have been duly made or taken.

                           (h) ACCOUNTS PAYABLE. All undisputed Accounts Payable
         outstanding at the time of the Closing Date shall be reasonably paid to
         date within the terms of the applicable Accounts Payable, as agreed to
         by the Borrower.

                           (i) CONSENTS AND APPROVALS. The Administrative Agent
         and the Tranche C Agent shall be satisfied in their sole discretion
         that all consents and approvals required or necessary hereunder have
         been received and are in full force and effect.

                           (j) NO MATERIAL ADVERSE CHANGE. No event or series of
         events shall have occurred at any time after June 19, 2000, which the
         Administrative Agent or the Tranche C Agent in good faith determines to
         constitute a material adverse change in (i) the assets, liabilities,
         business, operations, condition (financial or otherwise) or prospects
         of the Borrower or any other Credit Party, or (ii) the enforceability
         of the Liens, rights and remedies of the Administrative Agent, the
         Issuing Bank, the Collateral Agent, the Tranche B Agent, the Tranche C
         Agent, the Co-Agents or the Lenders under the Loan Documents, (iii) the
         ability of the Borrower or the other Credit Parties to pay the
         Obligations when due and to perform their covenants and agreements
         under the Loan Documents, (iv) the value of the assets of the Borrower
         and the other Credit Parties, or (v) governmental regulations or
         policies affecting the Borrower or the Lenders.

                           (k) LITIGATION. The Administrative Agent and the
         Tranche C Agent shall be reasonably satisfied that no litigation
         commenced or threatened against the Borrower and its Affiliates could
         have a material adverse effect on the Borrower's or any other Credit
         Party's financial condition, operations, assets or ability to repay the
         Loans and other Obligations under the Credit Agreement as amended
         hereby and the other Loan Documents.

                           (l) PAYMENT OF FEES. The Borrower shall have paid to
         the Tranche C Agent and the Tranche C Lenders, as applicable, in
         immediately available funds, the then unpaid balance of all accrued and
         unpaid Fees owed under and pursuant to the Tranche C Fee Letter.


                                       26
<PAGE>

                           (m) LEASEHOLD COLLATERAL. The Administrative Agent
         and the Tranche C Agent shall be satisfied in their sole discretion
         with the identity of each lease included in the Leasehold Collateral.
         The Administrative Agent and the Tranche C Agent shall have received
         and approved an appraisal of the Leasehold Collateral conducted by DJM
         Asset Management Company, which appraisal shall determine the aggregate
         orderly liquidation value of the Leasehold Collateral to be equal to or
         greater than $39,000,000.

                           (n) TRANCHE C BORROWING BASE. After giving effect to
         the Tranche C Loan, the sum of the Tranche A Loans, the Tranche B Loans
         and the Tranche C Loans shall not be greater than (a) the lesser of (i)
         91.5% of the Loan Value of Eligible Inventory on such day or (ii)
         100.0% of the current Appraised Value, as determined by the Tranche C
         Lenders, of Eligible Inventory on such day, PLUS (b) 80.0% of Eligible
         Receivables on such day, MINUS (c) the then amount of all Borrowing
         Base Reserves.

                           (o) EXCESS AVAILABILITY. After giving effect to the
         Tranche C Loans, the aggregate amount of Tranche A Loans available to
         be borrowed by the Borrower under Section 2.01(a)(1) plus the amount of
         Tranche B Loans available to be borrowed by the Borrower under Section
         2.01(b)(1) shall not be less than $30,000,000.

                           (p) DUE DILIGENCE. The Administrative Agent, the
         Tranche C Agent and the Lenders and their respective counsel shall have
         completed their due diligence to their reasonable satisfaction.

                           (q) TITLE POLICIES. With respect to each Leasehold
         Mortgage, the Borrower shall provide to the Administrative Agent and
         the Tranche C Agent an ALTA (or equivalent) mortgagee policy of title
         insurance in the amount of the appraised value of each Leasehold
         Mortgage as determined by DJM Asset Management Company, with
         reinsurance and endorsements as the Administrative Agent or the Tranche
         C Agent may require, containing no exceptions to title (printed or
         otherwise) which are unacceptable to the Tranche C Agent or the
         Administrative Agent, and insuring that each Mortgage is a
         first-priority lien on the applicable Leasehold Collateral. Without
         limitation, such policy shall (a) be in the 1970 ALTA form, or, if not
         available, ALTA 1992 form or, if not available, the form commonly used
         in the State where the leasehold is located, insuring the Lenders and
         their respective successors and assigns; and (b) include, without
         limitation, the following endorsements and/or affirmative coverages
         with respect to each Leasehold Mortgage: (i) ALTA 9 Comprehensive, (ii)
         Usury, (iii) Doing Business, (iv) Access, (v) Separate Tax Lot, (vi)
         Environmental Protection Lien, (vii) Subdivision, (viii) Contiguity,
         (ix) Tax Deed (as applicable), and (x) Mortgage Recording Tax (as
         applicable).

                           (r) NO DEFAULT OR SUPER-DEFAULT. Both before and
         after giving effect to this Amendment and the borrowing of the Tranche
         C Loans, no Event of Default or Event of Super-Default shall have
         occurred and be continuing.

                           (s) ABSENCE OF DEFAULT OF MATERIAL AGREEMENTS. The
         Borrower and the Credit Parties shall not be in default under any
         material contract or agreement both


                                       27
<PAGE>

         before and after giving effect to this Amendment and the borrowing of
         the Tranche C Loans.

                           (t) OTHER CLOSING DOCUMENTS. The Administrative Agent
         and the Tranche C Agent shall have received all other documents,
         certificates and instruments required to be delivered to them pursuant
         to this Amendment (including, without limitation, executed copies of
         the Mortgage Documents) and all such documents shall be satisfactory in
         form and substance to the Administrative Agent and the Tranche C Agent.

                           (u) DULY EXECUTED COUNTERPARTS. The Administrative
         Agent and the Tranche C Agent shall have received duly executed
         counterparts hereof signed by the Credit Parties, the Administrative
         Agent, the Tranche B Agent, the Tranche C Agent and all of the Lenders.

                           (v) REPRESENTATIONS AND WARRANTIES.  All
         representations and warranties of the Credit Parties contained herein
         shall be true and correct in all material respects as of the date
         of this Amendment.

                           (w) AMENDMENT FEE. In partial consideration for the
         amendments set forth in EXHIBIT A, at the time of funding of the
         Tranche C Loans, the Borrower shall have paid to the Administrative
         Agent in immediately available funds, for the ratable benefit of the
         Lenders, a nonrefundable amendment fee of $405,000.

                           (x) UPDATED INSURANCE CERTIFICATES. The Borrower
         shall have received and delivered to the Administrative Agent and the
         Tranche C Agent all liability policies of the Borrower updated to
         reflect the Tranche C Agent as a loss payee.

                  5.       FUNDING OF TRANCHE C LOANS. Each Tranche C Lender
severally and not jointly hereby agrees that, upon satisfaction of the
conditions precedent set forth in Section 2 above, such Tranche C Lenders shall
make a loan in immediately available funds to the Borrower in an amount equal to
its Tranche C Commitment Percentage of the aggregate amount of the Tranche C
Loans. The parties hereto hereby agree that, upon the satisfaction of such
conditions precedent, the full amount of the Tranche C Loans shall be funded and
thereafter the Borrower shall not request additional Tranche C Loans.

                  6.       REPRESENTATIONS AND WARRANTIES. The Credit Parties
hereby represent and warrant to the Lenders as follows:

                           (a) As of the date hereof, the representations and
         warranties contained in the Credit Agreement and the other Loan
         Documents are true and correct in all material respects after giving
         effect to this Amendment as though made on and as of such date, except
         to the extent that such representations and warranties expressly relate
         solely to an earlier date (in which case such representations and
         warranties shall have been true and correct on and as of such earlier
         date);

                           (b) after giving effect to this Amendment, no event
         has occurred and is continuing which constitutes an Event of Default or
         an Event of Super-Default;


                                       28
<PAGE>

                           (c) each of the Credit Parties has the corporate
         power and authority to execute, deliver and perform the terms and
         provisions of this Amendment and the transactions contemplated hereby,
         and has taken or caused to be taken all necessary actions to authorize
         the execution, delivery and performance of this Amendment and the
         performance of the transactions contemplated hereby;

                           (d) except for those that have been obtained, no
         consent of any other Person and no action of or filing with any
         Governmental Authority is required to authorize, or is otherwise
         required in connection with, the execution, delivery and performance of
         this Amendment and the performance of the transactions contemplated
         hereby;

                           (e) all amounts due and payable under the New Notes
         issued pursuant to the New Notes Indenture have been paid in full on or
         prior to the date of this Amendment;

                           (f) this Amendment has been duly executed and
         delivered on behalf of each of the Credit Parties and constitutes the
         legal, valid and binding obligation of each Credit Party, enforceable
         in accordance with its terms; and

                           (g) the execution, delivery and performance of this
         Amendment will not violate any law, statute or regulation, or any order
         or decree of any Governmental Authority, or conflict with, or result in
         the breach of, or constitute a default under, any material contract by
         which any Credit Party is bound or the articles of incorporation or
         bylaws of any Credit Party. After giving effect to this Amendment, all
         of the Obligations will continue to constitute "Lender Indebtedness"
         under and as defined in the Subordination Agreement, dated as of
         February 2, 1999, relating to the Trade Lien.

                  7.       EFFECT OF AMENDMENT. Except as specifically provided
herein, this Amendment does not in any way affect or impair the terms,
conditions and other provisions of the Credit Agreement or the other Loan
Documents, and all such terms, conditions and other provisions of such documents
shall remain in full force and effect. The amendments and waiver contained
herein are limited to the specific provisions and circumstances described and
shall not be deemed to (i) be a waiver or amendment of any other term or
condition of the Credit Agreement or any other Loan Document or (ii) prejudice
any rights not specifically addressed herein which the Administrative Agent, the
Collateral Agent, the Tranche C Agent, any Lender or any other Secured Party may
now have or may have in the future under the Credit Agreement or any other Loan
Document.

                  8.       COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.

                  9.       SEVERABILITY. Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction for any reason shall, as to such
jurisdiction, be ineffective to


                                       29
<PAGE>

the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. If this Amendment is deemed invalid or unenforceable with
respect to any Credit Party which is a party hereto, this Amendment shall remain
valid and enforceable with respect to all other Credit Parties party hereto.

                  10.      GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF.

                  11.      HEADINGS. Section headings are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                  12.      EXPENSES. Whether or not the transactions hereby
contemplated shall be consummated, the Borrower and the other Credit Parties
jointly and severally agree to pay in immediately available funds all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent, the Tranche B Agent, the Tranche C Agent and any participants in the
Tranche C Loans (including but not limited to the reasonable fees and
disbursements of Latham & Watkins, special counsel for the Administrative Agent,
the Collateral Agent and the Tranche B Agent, and Riemer & Braunstein LLP,
special counsel to the Tranche C Agent), any local counsel to the Tranche C
Lenders and counsel to such participants, in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment and the
Mortgage Documents. Such payments shall be made at the time of funding of the
Tranche C Loans. Whether or not the transactions hereby contemplated shall be
consummated, the Borrower and the other Credit Parties agree to reimburse the
Tranche C Agent and the Tranche C Lenders for the Fees and expenses required by
the Tranche C Fee Letter and the reimbursement provisions thereof are hereby
incorporated herein by reference. Payment of all fees and expenses due hereunder
shall be an additional condition precedent to the effectiveness of this
Amendment. The fees and expenses payable hereunder are in addition to those
payable by the Borrower or the other Credit Parties under any other Loan
Document.

                            [SIGNATURE PAGES FOLLOW]


                                       30
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first above written.

                                         BRADLEES STORES, INC.,
                                         as Borrower

                                         By: /s/Paul R. Mckelvey
                                         -----------------------
                                         Name:    Paul R. McKelvey
                                         Title:   Vice President - Treasurer

                                         GUARANTORS:

                                         BRADLEES, INC.,
                                         as a Guarantor

                                         By: /s/Paul R. Mckelvey
                                         -----------------------
                                         Name:    Paul R. McKelvey
                                         Title:   Vice President - Treasurer

                                         NEW HORIZONS OF YONKERS, INC.,
                                         as a Guarantor

                                         By: /s/Paul R. Mckelvey
                                         -----------------------
                                         Name:    Paul R. McKelvey
                                         Title:   Vice President - Treasurer

                                         LENDERS:

                                         FLEET NATIONAL BANK,
                                         as a Lender

                                         By: /s/James J. Ward
                                         -----------------------
                                         Name:    James Ward
                                         Title:   Director

                                         Address: 100 Federal Street, 9th Floor
                                                  Boston, MA 02110
                                                  Telephone: (617) 434-4018
                                                  Telecopy:  (617) 434-4312


                                       31
<PAGE>

                                         CONGRESS FINANCIAL CORPORATION
                                         (NEW ENGLAND),
                                         as Co-Agent and as a Lender

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

                                         FINOVA CAPITAL CORPORATION,
                                         as a Lender

                                         By: /s/Jason S. Ito
                                         --------------------------
                                         Name:    Jason S. Ito
                                         Title:   AVP

                                         FIRST TRUST BANK,
                                         as a Lender

                                         By: /s/Kent Nelson
                                         --------------------------
                                         Name:    Kent Nelson
                                         Title:   Vice President

                                         FOOTHILL CAPITAL CORPORATION,
                                         as a Lender

                                         By: /s/Todd R. Nakamoto
                                         --------------------------
                                         Name:    Todd R. Nakamoto
                                         Title:   Vice President

                                         HELLER FINANCIAL, INC.,
                                         as a Lender

                                         By: /s/Tara Wydbel
                                         --------------------------
                                         Name:    Tara Wydbel
                                         Title:   Vice President


                                       32
<PAGE>

                                         LASALLE BUSINESS CREDIT, INC.,
                                         as a Lender

                                         By: /s/Catherine D. Saccany
                                         --------------------------
                                         Name:    Catherine D. Saccany
                                         Title:   Vice President

                                         NATIONAL CITY COMMERCIAL FINANCE, INC.,
                                         as a Lender

                                         By: /s/Paul Weybrecht
                                         --------------------------
                                         Name:    Paul Weybrecht
                                         Title:   Vice President

                                         FOOTHILL INCOME TRUST II, L.P.
                                         as a Lender

                                         By: /s/R. Michael Bohannon
                                         --------------------------
                                         Name:     R. Michael Bohannon
                                         Title:    Managing Member

                                         GENERAL ELECTRIC CAPITAL CORPORATION
                                         as a Lender

                                         By: /s/Charles Chiodo
                                         --------------------------
                                         Name:     Charles Chiodo
                                         Title:    Authorized Signatory

                                         PPM COMMERCIAL FINANCE,
                                         as a Lender

                                         By:    /s/Keith Contole
                                         --------------------------
                                         Name:     Keith Contole
                                         Title:    AVP Underwriting


                                       33
<PAGE>
                                         THE CIT GROUP/BUSINESS CREDIT, INC.,
                                         as Co-Agent and as a Lender

                                         By: /s/Mark J. Long
                                         --------------------------
                                         Name:     Mark J. Long
                                         Title:    Vice President

                                         BACK BAY CAPITAL FUNDING, LLC,
                                         as a Lender

                                         By: /s/Michael L. Pizette
                                         --------------------------
                                         Name:    Michael L. Pizette
                                         Title:   Managing Director

                                         TRANCHE C AGENT:

                                         BACK BAY CAPITAL FUNDING, LLC,
                                         as Tranche C Agent

                                         By: /s/Michael L. Pizette
                                         --------------------------
                                         Name:    Michael L. Pizette
                                         Title:   Managing Director

RECEIPT ACKNOWLEDGED:

FLEET NATIONAL BANK,
as Administrative Agent, as Tranche B Agent,
as Issuing Bank and as a Lender

By: /s/James J. Ward
--------------------
Name:    James J. Ward
Title:   Director


                                       34
<PAGE>

FLEET RETAIL FINANCE, INC.,
as Collateral Agent

By: /s/James J. Ward
--------------------
Name: James J. Ward
Title:   Director


                                       35
<PAGE>

                                  Schedule 4(f)

<TABLE>

<CAPTION>

STORE LOCATION/ADDRESS                STORE NUMBER AND DISTRICT       TELEPHONE

<S>                                   <C>                             <C>
Hamilton Square, NJ 08619-3551        322/7                           609-586-5600
1700 Nottingham Way

Snyder Plaza, PA 19148-1903           321/8                           215-336-8701
1-79 Mifflin Street
Philadelphia, PA

Staten Island, NY 10314-3646          323/7                           718-370-3405
West Shore Plaza
1801 South Avenue
</TABLE>

                                       36
</TEXT>
</DOCUMENT>
